BTBT Bit Digital Inc

 

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) February 12, 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)		(I.R.S. Employer Identification No.)

 

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

 

Registrant’s telephone number, including area code (212) 463-5121

 

N/A

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

 

Title of Each Class		Trading Symbol		Name of Each Exchange On Which Registered
Ordinary Shares, $.01 par value		BTBT		Nasdaq Capital Market

 

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:

 

☐

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 240.13a-4(c))

 

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

 

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 7.01 Regulation FD Disclosure.

 

Bit Digital, Inc. (“Bit Digital” or the “Company”) will be using the presentation attached as Exhibit 99.1 to this Form 8-K in its investor presentations. Additionally, the presentation will be available on Bit Digital’s website at www.bit-digital.com, under the “Investors” tab on February 12, 2025. The information set forth in these materials speaks only as of the date of the materials.

 

Statements in this Form 8-K and the attached exhibit that are not historical facts are “forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995, that involve a number of risks and uncertainties that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. These forward-looking statements are not guarantees of future performance. Actual results could differ materially from those anticipated in the forward-looking statements and future results could differ materially from historical performance.

 

The information contained in this Form 6-K is being furnished and shall not be deemed “Filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

The information set forth in this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed an admission as to the materiality of any information in this Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

Number		Description
99.1		Investor Presentation Dated February 2025
104		Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101).

 

 

SIGNATURES

 

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

 

Date: February 12, 2025	Bit Digital, Inc.
	(Registrant)
	By:	/s/ Sam Tabar
	Name:	Sam Tabar
	Title:	Chief Executive Officer

 

 

Exhibit 99.1

 

Bit Digital is a global platform for high - performance computing (HPC) infrastructure and digital asset production Feb 2025

Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks, uncertainties and forward - looking statements described under "Risk Factors" in Item 3.D of our Annual Report on Form 20 - F for the fiscal year ended December 31, 2023 (“Annual Report”). Notwithstanding the fact that Bit Digital Inc. has not conducted operations in the PRC since September 30, 2021 we have previously disclosed under Risk Factors in our Annual Report: “We may be subject to fines and penalties for any noncompliance with or any liabilities in our former business in China in a certain period from now on.” Although the statute of limitations for non - compliance by our former business in the PRC is generally two years and the Company has been out of the PRC, for more than two years, the Authority may still find its prior bitcoin mining operations involved a threat to financial security. In such event, the two - year period would be extended to five years. If any material risk was to occur, our business, financial condition or results of operations would likely suffer. In that event, the value of our securities could decline and you could lose part or all of your investment. The risks and uncertainties we describe are not the only ones facing us. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. In addition, our past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results in the future. Future changes in the network - wide mining difficulty rate or bitcoin hash rate may also materially affect the future performance of Bit Digital's production of bitcoin. Actual operating results will vary depending on many factors including network difficulty rate, total hash rate of the network, the operations of our facilities, the status of our miners, and other factors. See "Safe Harbor Statement" below. Safe Harbor Statement: This press release may contain certain "forward - looking statements" relating to the business of Bit Digital, Inc., 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," "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 press release. 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. Investor Notice 2

Key Investment Considerations Diversified Revenue Model Diversified revenue model across HPC colocation, GPU cloud services, bitcoin mining, and Ethereum staking Cash Flowing Data Center Cash - flowing data center business with a +280MW development pipeline Growing Cloud Services Business Growing GPU cloud business supported by multi - year contracts and proprietary technology stack Experienced Leadership Team Experienced leadership team with expertise in HPC, AI, and digital assets Exposure to Digital Assets Exposure to digital assets through mining and staking operations Strong Liquidity Position Robust liquidity position with no debt Trading at a Discount Trading at a relative valuation discount to bitcoin miners and infrastructure peers 3

AI / HPC Data Center MW Online 4 MW Total Pipeline 1 280+ MW The New Bit Digital Bridging Digital Infrastructure and Assets Bitcoin Mining & Ethereum Staking # of ETH 3 27,689 Mining Fleet 3 1.6 EH/s Distinct and established business lines across three high - value markets, providing maximum operating flexibility and driving shareholder value. 1. Defined as MW under exclusive LOI, non - exclusive LOI, pending due diligence, or in active discussions 2. Defined as GPU contracts currently under MSA; excludes revenue potential from signed term sheets. 3. Active hash rate and ETH balance as of Januaru 31, 2025 GPU Cloud GPU Contract Value 2 >$200M 3 4 1 2

Balance Sheet Remains a Competitive Advantage Notes: Unaudited data as of 1/31/2025. 1 Total liquidity includes $98.6MM of cash and cash equivalents & $161.8MM worth of BTC, ETH and USDC. 2 This figure excludes digital assets invested in a third - party managed fund. Bit Digital’s balance sheet remains debt - free with a robust liquidity position . Total # of Bitcoin 768.7 BTC Cash $74.3 million Total # of Ethereum 2 27,689.6 ETH Digital Assets 3 $170.3 million As of 1/31/25 Total Liquidity 1 5 $244.6 million

/SCALING THE FUTURE OF HPC 6

WhiteFiber Historical Milestones OCT 23 NOV 23 JAN 24 JUN 24 7 AUG 24 SEPT 24 OCT 24 NOV 24 DEC 24 JAN 25 JAN 25 Announced HPC business under the Bit Digital AI brand Announced 1,504 H100 GPU contract with ‘Anchor Customer’ First H100 contract commenced and upsized to 2,048 GPUs HPC contributes over 50% of companywide gross profit in 2Q24 Announced partnership with Boosteroid Announced key GPU Cloud Hires Acquired Enovum Data Centers First H200 contracts with new customers Acquired 5MW data center site “MTL2” Secured first B200 contract Eclipsed 20 total customers across HPC business lines Launched WhiteFiber Brand FEB 25 Key moments in the development of the WhiteFiber platform

Bit Digital Acquires Enovum Tier 3 Data Center Platform Total purchase consideration $46.0 million USD, adding 4 MW of AI / HPC data center capacity today, with an additional 33 MW under exclusive LOI and a total expansion pipeline of 280+ MW. x Price: $46.0 million USD (cash) x Operational MW: 4 MW (fully leased) x Expansion Pipeline: 288 MW Transaction Overview Transaction Rationale • High ROI business from high - margin colocation and enables on demand computing services • Complements existing Cloud services business segment by providing integrated an offering of GPUs and data center services which is more attractive to clients • Capture margins at all levels of a vertically integrated value chain and removes supplier dependency • Brings a highly experienced, proven team representing a significant step in AI / HPC buildout plan • ~$2 million annual revenue per MW with attractive, accretive 70 – 80% gross margins • Balances business volatility and improves balance strength as data center contracts are financeable • Flagship data center, Montreal 1 (“MTL1”), is 100% leased with 4 MW under contract and boasts high density racks and power redundancy to accommodate next - generation AI / HPC GPUs • Expansion plans underway for sites under LOI with 33 MW of total capacity 8

Acquisition Diversifies Existing Business Lines and Customers MTL1 Customers by Industry AI / GPU Cloud: 91% VFX: 5% Cloud: 2% Enterprise: 2% Operational Highlights x High - density server racks capable of offering solutions for a wide range of uses from data - intensive applications to scalable cloud services x Currently operating over 5,000+ GPUs including NVIDIA H200s and H100s x Pure colocation for AI / HPC x Average 30 - month contract term remaining x 4 – 12 - year contract term anticipated for customers expansion facilities x Diversified client base with 14 customers across a variety of end markets x Energy optimization through AI and predictive modeling 9

MTL1 Data Center Overview MTL1 Site Overview x Prime metropolitan location in heart of Montreal, Canada x ~65,000 sq. ft. of facility space x Fully powered by sustainable, hydroelectric power x Leased through 2036 with two 5 - year extension options x Tier 3 equivalent with 2N electrical distribution x Unparalleled smart hands capabilities x High density server racks to accommodate generative artificial intelligence workloads 10

MTL1 Data Center Key Features MTL1 is designed as a true tier 3 data center , with multiple layers of redundancy and unparalleled uptime. 11 2N Electrical Architecture x 2N redundant power distribution system x A and B independent power distribution paths available x Allows for maintenance on entire system without disrupting operations 2N Diesel Generators x 2N diesel generator redundancy provides 2x the IT load capacity x 2 days of fuel kept onsite x Supply agreement for unlimited resupplies. Suppliers’ service level agreement is to supply within 4 hours 2N UPS x Full fault tolerance with 2N UPS onsite x 2x capacity requirement to provide uninterrupted service to customers N+1 Cooling x HVAC backup onsite for cooling redundancy x Montreal’s geographic location is an optimal location for natural cooling

MTL2 Data Center Overview MTL2 Site Overview x Prime location in the “datacenter highway” of Montreal, Canada x Acquired in December 2024 for CAD $33.5MM x ~160,000 sq. ft. of facility space x Fully powered by hydroelectric power x Developing to Tier - 3 standards with initial gross load of 5MW x Targeted to become operational by May 2025 x Designed with direct - to - chip liquid cooling and peak rack density of up to 150kW x The site offers the potential to expand, enabling scalable growth aligned with market demand. 12

4 33 60 75 120 Current Exclusive LOI Non - Exclusive LOI Pending Due Dilligence Under Review 8 20 ~48 4 12 32 Potential for 80+ Current 2Q25 4Q25 1. Assumes adequate access to financing options and sufficient equipment lead time 2. Represents capacity for future site expansion. Sites under exclusive/non - exclusive LOI are with respective landlords/sellers. 4Q26 Platform Expansion Roadmap +280 MW Pipeline Letters of Intent cover 90+ MWs, with a below market, average buildout cost of $8.0 million USD per MW. Data Center Expansion (MW Capacity) Existing Capacity Incremental Capacity Pipeline Breakout (MW Capacity) 2 1 13

Illustrative Economics Colocation & On Demand Computing 1. Inclusive of energy expense 2. Assumes $2.00 - $2.75 per GPU hour for illustrative purposes 3. Assumes GPU capacity is 100% owned Cloud Services AI/HPC Colocation Enterprises, GPU compute providers ($ in USD) Well - funded startups, Enterprises Customer 2 – 5 years 4 – 12 years Contract Term $14 – 19 million 2 $2 million 1 dependent on location Annual Revenue per MW 65 – 75% 70 – 80% Gross Margins $26 – 30 million 3 ~$8.0 million Capex per MW Equity and Debt Equity and Debt Financing The Enovum acquisition unlocks capital allocation optionality across our Cloud Services and AI/HPC businesses, while maximizing growth potential and generating synergies. 14

Integration Considerations Bit Digital + Enovum Sustainable Operational Synergies x Management platform already built out – no additional G&A required to complete expansion sites currently in progress x Leverage Enovum platform across a large portfolio of sites x Opportunity for revenue synergies from Remote Hand services for GPU customers hosted at Enovum Multi - dimensional Value Creation x BTBT’s strong balance sheet will help finance Enovum’s in - progress expansion sites x WhiteFiber GPU customers could be collocated in future Enovum sites, creating cost synergies from the elimination of a third - party hosting intermediary x Option to introduce on - demand computing services through vertically integrated GPU / data center offering x Data center financing offers more favorable terms and increased availability compared to BTC mining 1 15 2

Expansion Strategies Development Pipeline 90+ MW under exclusive or non - exclusive letters of intent with significant near - term actionability The Enovum team’s experience and unique market opportunity provide Bit Digital with a robust platform for significant expansion and growth. Target Criteria Actively targeting sub 20 MW sites with partial infrastructure in place and proximity to metro areas to reduce per MW buildout cost and allow for high speed to market “Modular” Build Strategy Allows for capital flexibility and diversification Sustainability Expansion sites are majority sustainable energy with special consideration paid to sites with existing heat recycling capabilities to garner government support Lease/Purchase Structure Lease agreements and outright purchase agreements are being negotiated in parallel for all expansion sites Customer Demand Growing demand from new and existing customers for HPC colocation services 16

WhiteFiber Cloud Services In the rapidly evolving cloud computing landscape, many competitors have entered the market, viewing it as simply a matter of deploying capital, racking and stacking GPUs, and handing over SSH keys. This oversimplification has led to solutions that fall short on performance and reliability, resulting in a wave of cautious buyers who have been burned by underperforming platforms. WhiteFiber recognizes this challenge and sees it as an opportunity. We’ve assembled top - tier talent to build a future - proof, performance - first solution engineered to meet and exceed the needs of the most demanding ML and AI workloads. Trusted Expertise Our focus on a performance - first design means that buyers can trust us to deliver a reliable, long - term solution built for even the most advanced applications. This commitment not only restores buyer confidence but also fosters high retention rates, resonating with customers who are looking for a stable partner in their journey toward innovation. Top Execution & Standard By delivering on these promises, WhiteFiber aims to be the platform of choice for ML and AI pioneers who require infrastructure as forward - thinking as they are. Performance First Design Our platform is designed not only to address today’s market complexities but also to anticipate where the industry is heading. 17

WhiteFiber Technology Partners As official partners with leading technology and hardware providers, WhiteFiber enhances its capabilities to deliver robust and scalable cloud solutions. Leveraging these partnerships enables Bit Digital to offer comprehensive cloud services, including high - performance computing (HPC), data storage, and AI - driven solutions to its customers with enhanced performance, security, and scalability. 18

Customer Spotlight Boosteroid is the world's third - largest cloud gaming provider, following Microsoft and Nvidia. With a GPU - based infrastructure network spanning 22 data centers and 10 more launching by the end of 2024, Boosteroid serves over 5.7 million users across Europe, North America, and South America. Master Service Agreement : Boosteroid has placed an initial purchase order for a starting quantity of GPU servers with a 5 - year service duration . Current Scope : Currently running ~500 GPUs that are expected to generate $7.9 million in revenue , or ~ $1.6 million per year over the 5 - year term. Scalability : Bit Digital will provide options to draw down additional servers in multiples of 100, up to a total of 50,000 GPU servers within 5 years. 50,000 GPU deployment represents an aggregate revenue opportunity in excess of $700 million ₂ over the 5 - year term. Technology & Deployment : Initial purchase includes GPU servers based on AMD EPYC 4th Gen CPUs and RX7900XT GPUs customized for Boosteroid. The initial deployment is expected to begin earning revenue by the end of November 2024. Notes: 1: Subject to market conditions and Boosteroid’s deployment plan. 19

WhiteFiber to drive long - term value creation Core Features Integral part of the AI supply chain Unique procurement capabilities for servers and datacenter capacity Minimal customer acquisition costs – strong pipeline of potential customers Value Creation Stable revenue generation to smooth out core mining business Highly scalable with requisite capital Robust margins and forecastable cash flow 20

Bitcoin Mining 1. Approximately 88% of our fleet’s run - rate electricity consumption was generated from carbon - free energy sources as of September 30, 2024. These figures are based on data provided by our hosts, publicly available sources, and internal estimates, demonstrating our commitment to sustainable practices in the digital asset mining industry. Bitcoin mining business Active Hash Rate of ~1.6 EH/s as of January 31, 2025 • Reduction in hash rate due to changes in hosting portfolio and ongoing fleet redeployment and miner upgrade program • Near - term plans to return to ~3 EH/s and refresh miner fleet to improve efficiency • Targeting a ~25% improvement in efficiency from 27.8 J/TH as of September 30, 2024 ~950 Bitcoin Mined in 2024 ~88% Carbon - Free Energy 1 Five hosting sites across New York, Kentucky, Texas, and Iceland Used 2024 YTD (Through 3Q24) Average electricity cost per bitcoin produced of ~$29k 21

The Bit Digital Flywheel Earn rewards by sustainably mining Bitcoin Exchange a portion of Bitcoin mining rewards for Ethereum Stake Ethereum to earn yield and accumulate rewards Use Ethereum yield to reinvest into Bitcoin miners Repeat, creating a perpetual flywheel The Bit Digital Flywheel capitalizes off the synergy created between Bitcoin mining and Ethereum staking , resulting in a perpetual flywheel of generating revenue . 22

Select Comparable Company Analysis The acquisition enhances Bit Digital’s exposure to the rapidly expanding HPC infrastructure segment, adding significant growth and multiple expansion potential. • Pure - play digital asset miners • Includes: MARA; CLSK; RIOT; BITF Digital Asset Miners • Digital asset miners with AI / HPC operations • Includes: CORZ; WULF; IREN; NB2 Hybrid Miners • Pure - play tier 3 data center owners and operators • Includes: DLR; EQIX; DBRG; IRM Tier 3 Data Centers Source: CapIQ, Company Filings. Market data as of 2/7/25 close. Enterprise Value adjusted for latest publicly disclosed digital currency balances and 2/7/25 digital currency pricing. 4.2x 5.4x 4.1x 12.4x 12.3x 22.6x 22.9x Comparable Companies – EV / 2025E EBITDA Average Median 23

Bit Digital Leadership Team Sam Tabar Chief Executive Officer 24 Erke Huang Chief Financial Officer and Director Luna Tan Managing Director Justin Zhu Senior Vice President of Finance Cam Schnier Head of Investor Relations Benjamin Lamson Head of Revenue Tom Sanfilippo Chief Technology Officer

Enovum Management Team • Brings more than 20 years experience in the data center and managed hosting industry • Founder of Netelligent Hosting Services, the first high density capable data center in Canada Billy Krassakopoulos CEO, Enovum • Over 15 years of experience in high - availability hosting specializing in AI / HPC • Former experience IT Director at Cyberlogic and network administrator at Infrastructure Manager at Bitfarms and GloboTech Communications • Previously worked at Image et Technologie where he worked on supercomputers for MILA and McGill University David Bayle Chief Technology Officer, Enovum • Extensive knowledge in financial reporting, accounting and business advisory • Formerly served as Senior Manager at EY in Montreal and Manager at Nexia Friedman Roberto D’Errico CFO, Enovum • Responsible for Enovum’s growth strategy • Formerly Director of Corporate Finance at BMO Financial Group • Specialized in knowledge - based industries / technology Simon Hamelin - Choquette CSCO, Enovum Enovum brings an experienced development team to lead Bit Digital expansion into data centers 25

Advisor Team Bit Digital has a team of veteran independent advisors for artificial intelligence (AI) and digital assets. 26 David Andre Advisor, Artificial Intelligence Chief Science Officer, Google X Charles d’Haussy Advisor, Crypto Chief Executive Officer, dYdX Foundation. Ex - Head of Business Development, ConsenSys Bryan Bullet Advisor, Corporate

Q3 2024 Statement of Operations 27

Q3 2024 Balance Sheet 28

31 Hudson Yards, Floor 11 New York, NY 10001 United States +1 212 463 5121 IR@bit - digital.com

v3.25.0.1

Cover	Feb. 12, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 12, 2025
Entity File Number	001-38421
Entity Registrant Name	BIT DIGITAL, INC.
Entity Central Index Key	0001710350
Entity Tax Identification Number	98-1606989
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	31 Hudson Yards
Entity Address, Address Line Two	Floor 11
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10001
City Area Code	212
Local Phone Number	463-5121
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Ordinary Shares, $.01 par value
Trading Symbol	BTBT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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