[8-K] Bit Digital, Inc. Reports Material Event

Rhea-AI Filing Summary

Bit Digital (NASDAQ:BTBT) announced two major strategic initiatives in an 8-K filing. The company plans to spin off its HPC subsidiary WhiteFiber through an IPO and is transitioning to become a pure-play Ethereum staking and treasury company. As of March 31, 2025, BTBT held 24,434 ETH ($44.6M) with 21,568 ETH staked through Figment Inc., generating a 3.2% annual yield in 2024. The company also holds 417.6 bitcoin ($34.5M) and plans to divest its bitcoin mining operations to redeploy capital into ETH.

The strategic shift follows increased regulatory clarity from the GENIUS Act. BTBT uses Fireblocks and Cactus Custody for ETH custody and aims to grow ETH holdings through staking rewards, positioning itself as a regulated vehicle for long-term ETH exposure.

Positive

• Strategic transition to pure-play ETH staking aligns with regulatory clarity from GENIUS Act
• Substantial ETH holdings of 24,434 tokens generating 3.2% annual yield
• Potential value creation through WhiteFiber subsidiary IPO
• Institutional-grade custody solutions through Fireblocks and Cactus Custody

Negative

• Execution risks in transitioning from bitcoin mining operations
• Potential loss of operational efficiency during business transformation
• Increased competition in ETH staking market
• Complete dependence on ETH performance and network economics

Insights

Cryptocurrency Strategy Analyst

Strategic pivot to pure-play ETH staking represents significant business model transformation with clearer regulatory alignment but execution risks.

The transition from bitcoin mining to ETH staking marks a calculated strategic evolution that capitalizes on Ethereum's proof-of-stake infrastructure. The 3.2% staking yield provides a sustainable revenue stream, while the institutional-grade custody solution through Fireblocks and Cactus Custody addresses security concerns. The company's substantial ETH position (24,434 ETH) and plans to expand holdings demonstrate strong conviction in Ethereum's long-term value proposition. However, the wind-down of bitcoin operations and business model transformation could create short-term operational disruptions.

Corporate Restructuring Analyst

Dual transformation through WhiteFiber IPO and ETH focus creates cleaner business model but increases near-term execution complexity.

The simultaneous execution of a subsidiary IPO and core business pivot presents significant organizational challenges. While the WhiteFiber spinoff could unlock shareholder value, the transition to a pure-play ETH strategy requires careful management of asset liquidation timing and stakeholder expectations. The company's explicit acknowledgment of potential efficiency losses and increased competition reflects realistic assessment of transformation risks. The success hinges on maintaining operational stability during the bitcoin mining wind-down while building out ETH staking infrastructure.

false 0001710350 0001710350 2025-06-25 2025-06-25 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 25, 2025

Bit Digital, Inc.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-38421		98-1606989
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

31 Hudson Yards, Floor 11 New York, NY		10001
(Address of principal executive offices)		(Zip Code)

(212) 463-5121

(Registrant’s telephone number, including area code)

N/A

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares, $.01 par value		BTBT		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

Subsidiary Initial Public Offering

On June 25, 2025, Bit Digital, Inc. (the “Company”) issued a press release announcing the proposed initial public offering of its wholly-owned HPC subsidiary, WhiteFiber, Inc. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Business Strategy Update

On June 25, 2025, the Company also issued a press release announcing that it has initiated a strategic transition to become a pure play Ethereum (“ETH”) staking and treasury company. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

The strategic transition reflects the Company’s long-standing conviction and expertise in the Ethereum ecosystem. The Company began accumulating ETH and operating staking infrastructure in 2022 and has steadily increased its holdings since that time. As of March 31, 2025, the Company held 24,434 ETH, valued at approximately $44.6 million based on then-prevailing market prices. Of that total, 21,568 ETH was staked natively on the Ethereum network through a third-party validator operated by Figment Inc. For the year ended December 31, 2024, the Company generated an average of 3.2% annual percentage yield of ETH.

Given increased regulatory clarity, including the recently passed GENIUS Act, the Company views ETH as a digitally native store of value and foundational infrastructure for decentralized applications and stablecoins. Accordingly, the Company intends to grow its ETH position over time, supported by staking rewards. Through staking, the Company earns rewards that can be reinvested into ETH or used for general corporate purposes. The Company believes that its strategy will drive growth in ETH per ordinary share outstanding.

The Company safeguards its ETH using institutional-grade custodians, including Fireblocks Inc. and Cactus Custody Holding Company. Over time, management expects ETH holdings and staking income to represent the primary source of shareholder value. This strategy marks a significant evolution of the Company’s business model, aligning its capital structure and value proposition with the performance of ETH and associated network economics. The Company believes this approach offers investors a liquid, regulated vehicle for long-term ETH exposure, combining capital markets access with the income potential of Ethereum’s proof-of-stake network.

The Company has commenced a strategic alternatives process for its bitcoin mining operations that is expected to result in their sale or wind-down, with any net proceeds to be re-deployed into ETH. As of March 31, 2025, the Company held 417.6 bitcoin, valued at approximately at approximately $34.5 million based on then-prevailing market prices.

Successfully implementing this strategy may present organizational and infrastructure challenges, and the Company may not be able to fully implement or realize the intended benefits of its strategy. There can be no assurance that the Company will be successful in implementing its new business strategy. In addition, moving to a new business strategy may result in a loss of established efficiency, which may have a negative impact on the Company’s business. The Company may also face an increased amount of competition as we attempt to expand and grow its business, which may negatively impact its results of operations, cash flows and financial condition.

Safe Harbor Statement

This Current Report on Form 8-K (this “Current Report”) may contain certain “forward-looking statements” relating to the business of the Company, and its subsidiary companies. All statements, other than statements of historical fact included herein are “forward-looking statements.” These forward-looking statements are often identified by the use of forward-looking terminology such as “believes,” “intends,” “expects,” or similar expressions, involving known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company’s periodic reports that are filed with the Securities and Exchange Commission and available on its website at http://www.sec.gov. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.

1

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated June 25, 2025, relating to WhiteFiber, Inc.’s confidential submission of its Form S-1.
99.2		Press Release, dated June 25, 2025, relating to the Company’s Ethereum strategy.
104		Cover page interactive data file (embedded within the Inline XBRL document).

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BIT DIGITAL, INC.
Date: June 25, 2025	By:	/s/ Sam Tabar
		Name:	Sam Tabar
		Title:	Chief Executive Officer

3

FAQ

How much ETH does Bit Digital (BTBT) currently hold and what is its staking yield?

As of March 31, 2025, BTBT held 24,434 ETH valued at $44.6 million, with 21,568 ETH staked through Figment Inc. The company generated a 3.2% annual percentage yield for the year ended December 31, 2024.

What is BTBT's new strategic direction?

BTBT is transitioning to become a pure-play Ethereum staking and treasury company, planning to divest its bitcoin mining operations and reinvest proceeds into ETH. The company aims to grow its ETH position over time through staking rewards.

How does BTBT secure its ETH holdings?

BTBT safeguards its ETH using institutional-grade custodians, specifically Fireblocks Inc. and Cactus Custody Holding Company.

What are BTBT's current bitcoin holdings?

As of March 31, 2025, BTBT held 417.6 bitcoin, valued at approximately $34.5 million based on then-prevailing market prices.