Bit Digital (BTBT) uses 50‑vote shares to keep management in charge

Rhea-AI Filing Summary

Bit Digital, Inc. (BTBT) received an amended Schedule 13D from Geney Development Limited and Erke Huang detailing their ownership and voting position. Geney, organized in the British Virgin Islands, reports beneficial ownership of 50,000,000 ordinary-share equivalents, representing 12.2% of the class, with sole voting power over those shares.

Erke Huang, Bit Digital’s Chief Financial Officer and director, reports beneficial ownership of 62,665,000 ordinary-share equivalents, or 15.2% of the class, including preference shares with 50 votes per share, ordinary shares, and RSUs. The filing states the transaction purpose is to maintain voting control with management, supported by 2,000,000 preference shares that carry high voting rights relative to ordinary shares.

Key Figures

Geney beneficial ownership: 50,000,000 ordinary-share equivalents Geney ownership percentage: 12.2% Huang beneficial ownership: 62,665,000 ordinary-share equivalents +5 more

8 metrics

Geney beneficial ownership 50,000,000 ordinary-share equivalents Aggregate amount beneficially owned by Geney Development Limited

Geney ownership percentage 12.2% Percent of Bit Digital class represented by Geney’s beneficial ownership

Huang beneficial ownership 62,665,000 ordinary-share equivalents Aggregate amount beneficially owned by Erke Huang

Huang ownership percentage 15.2% Percent of Bit Digital class represented by Erke Huang’s beneficial ownership

Preference Shares voting power 50 votes per share Each Preference Share carries 50 votes

Total Preference Shares referenced 2,000,000 Preference Shares Used to calculate a 10.1% interest in securities of the issuer

Ordinary shares outstanding 360,633,503 ordinary shares Ordinary shares outstanding as of August 21, 2026 for one ownership calculation

Huang ordinary shares and RSUs 1,930,000 ordinary shares and 535,000 RSUs Ordinary shares held and unexercised RSUs reported by Erke Huang

Key Terms

Schedule 13D, beneficially owned, Preference Shares, restricted share units, +1 more

5 terms

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13D"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially owned financial

"Number of Shares Beneficially Owned by Each Reporting Person With"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Preference Shares financial

"Preference shares were issued upon shareholder approval in exchange for 1,000,000 ordinary shares"

Preference shares are a type of company stock that pays owners a fixed or regularly prioritized payout, similar to receiving steady interest from a savings account, while still representing ownership. They usually get paid dividends before regular (common) shareholders and have priority if the company distributes assets, but often carry limited voting rights and less upside if the company’s value soars. Investors care because preference shares trade off growth potential for steadier income and greater safety in payouts.

restricted share units financial

"exercise of restricted share units ("RSUs") received as employment compensation"

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

dispositive power financial

"Sole Dispositive Power 1,000,000.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

FAQ

What percentage of Bit Digital (BTBT) does Geney Development Limited report owning?

Geney Development Limited reports beneficial ownership of 50,000,000 ordinary-share equivalents, representing 12.2% of Bit Digital’s class. Geney has sole voting power over these securities and no shared voting or dispositive power according to the amended Schedule 13D.

What total stake in Bit Digital (BTBT) does Erke Huang report in this Schedule 13D/A?

Erke Huang reports beneficial ownership of 62,665,000 ordinary-share equivalents, representing 15.2% of Bit Digital’s class. This figure includes preference shares, ordinary shares and RSUs as described, with both sole and shared voting and dispositive powers over different portions.

How do the preference shares affect voting control at Bit Digital (BTBT)?

The filing states that there are 2,000,000 preference shares, each carrying 50 votes. Ownership of these preference shares is used in calculating voting percentages and is explicitly linked to the stated purpose of maintaining voting control with management.

What is the stated purpose of the transactions reported for Bit Digital (BTBT)?

The purpose of the transactions is described as “To maintain voting control with management.” This is achieved through preference shares with enhanced voting rights and related holdings attributed to Geney Development Limited and Erke Huang.

What Bit Digital (BTBT) holdings does Erke Huang report besides preference shares?

Erke Huang reports holding 1,930,000 ordinary shares, acquired through purchases and exercises of RSUs, plus an additional 535,000 RSUs that have not been exercised. He also has power over 200,000 preference shares held by Even Green Holdings Ltd., a trust he controls.

What share count for Bit Digital (BTBT) is used to calculate the reported ownership percentages?

For the 10.1% calculation, the filing uses 2,000,000 preference shares (50 votes each) and 360,633,503 ordinary shares outstanding as of August 21, 2026. For the 15.2% figure, it refers to a base of 360,063,503 ordinary shares outstanding as of the same date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/24/2026 - 09:57 PM Accepted by SEC EDGAR 08/24/2026 - 09:57 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Bit Digital, Inc

(Name of Issuer)

Ordinary Shares, $.01 par value

(Title of Class of Securities)

G1144A105

(CUSIP Number)

Davidoff Hutcher & Citron LLP
605 Third Avenue,
NY, NY, 10158
646-428-3210

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/18/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G1144A105

1

Name of reporting person

Geney Development Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 50,000,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,000,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

50,000,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.2 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): G1144A105

1

Name of reporting person

Erke Huang

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 12,665,000.00
8	Shared Voting Power 50,000,000.00
9	Sole Dispositive Power 12,665,000.00
10	Shared Dispositive Power 50,000,000.00

11

Aggregate amount beneficially owned by each reporting person

62,665,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.2 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, $.01 par value
(b)	Name of Issuer: Bit Digital, Inc
(c)	Address of Issuer's Principal Executive Offices: 31 Hudson Yards, Floor 11, New York, NEW YORK , 10001.
Item 2.	Identity and Background
(a)	Geney Development Ltd., British Virgin Islands Erke Huang
(b)	4th floor Waters Edge Building, Meridian Plaza, Road Town, Tortola British Virgin Islands VG1110 31 Hudson Yards, 11th Fl., New York, New York 10001
(c)	Holding Company for Bit Digital shareholders; see (b) above for address. Chief Financial Officer and a Director of Issuer; see Item 1 above.
(d)	No criminal proceedings.
(e)	No civil proceedings.
(f)	British Virgin Islands People's Republic of China
Item 3.	Source and Amount of Funds or Other Consideration
	Preference shares were issued upon shareholder approval in exchange for 1,000,000 ordinary shares. As President of Geney Development Limited ("Geney"), Mr. Huang has the power to vote and dispose of the 1,000,000 preference shares held by Geney issued upon exchange of the 1,000,000 ordinary shares, of which he is the beneficial owner of thirty (30%) percent of the Shares and Zhaohui Deng, the former Chairman of the Board and a current director of the Issuer, holds the remaining seventy (70%) percent of the Shares. Mr. Huang has the power to vote and dispose of 200,000 preference shares held by Even Green Holdings Ltd., a trust controlled by Mr. Huang, which shares were issued in consideration of the growth of the Issuer and for Mr. Huang's performance. The Preference Shares were issued upon forfeiture of 200,000 ordinary shares held by Mr. Huang. Mr Huang holds an aggregate of 1,930,000 ordinary shares which he both purchased and were issued upon exercise of restricted share units ("RSUs") received as employment compensation, as well as 535,000 RSUs which have not been exercised.
Item 4.	Purpose of Transaction
	To maintain voting control with management.
Item 5.	Interest in Securities of the Issuer
(a)	10.1% based on 2,000,000 preference shares each having 50 votes and there being 360,633,503 ordinary shares outstanding as of August 21, 2026. 15.2% based on 1,000,000 preference shares each having 50 votes held by Geney; 200,000 Preference Shares each having 50 vote held by Mr. Huang; 1,930,000 Ordinary Shares and 535,000 RSUs, with there being 360,063,503 Ordinary Shares outstanding as of August 21, 2026.
(b)	Sole voting power over 50,000,000 ordinary shares; no shared power. Shared voting power over 1,000,000 Preference Shares held by Geney and sole voting power over all other securities in Mr. Huang's name, described in (a) above.
(c)	None
(d)	None
(e)	N/A
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Amended and Restated Articles of Association and Memorandum of Association, filed with the SEC.
Item 7.	Material to be Filed as Exhibits.
	None

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Geney Development Limited

Signature:	/s/ Erke Huang
Name/Title:	Erke Huang/ President
Date:	08/24/2026

Erke Huang

Signature:	/s/ Erke Huang
Name/Title:	Erke Huang, Individually
Date:	08/24/2026