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) March 14, 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 2.02 Results of Operations and Financial Condition.

 

On March 14, 2025, Bit Digital, Inc. (the “Company”) issued a press release announcing its fiscal year 2024 financial results. Additionally, the Company informed that it will host a conference call on March 14, 2025, at 10:00 AM ET to discuss results. A copy of the press release is attached hereto as Exhibit 99.1.

 

The information contained in this Item 2.02 and the related exhibit are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

Number		Description
99.1		Press Release dated March 14, 2025, announcing the Company’s fiscal year 2024 financial results.
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: March 14, 2025	Bit Digital, Inc.
	(Registrant)
	By:	/s/ Sam Tabar
	Name:	Sam Tabar
	Title:	Chief Executive Officer

 

 

 

2

Exhibit 99.1

 

Bit Digital, Inc. Announces Fiscal Year 2024 Financial Results 

 

NEW YORK, March 14, 2025 /PRNewswire/ -- Bit Digital, Inc. (Nasdaq: BTBT) (the “Company”), a global platform for high-performance computing (“HPC”) infrastructure and digital asset production headquartered in New York City, today announced its financial results for Fiscal Year 2024. In conjunction with the Company’s transition to domestic filer status, Bit Digital filed its Form 10K report with the U.S. Securities and Exchange Commission (“SEC”) on March 14, 2025. The Company will host a conference call on March 14, 2025, at 10:00 AM ET to discuss results (click here for registration information).

 

Financial Highlights for Fiscal Year 2024

 

●

Total revenue for fiscal year 2024 was $108.1 million, a 141% increase compared to the prior year’s results. The increase was primarily driven by the commencement of our high performance computing services (“HPC”) business.

 

●

Revenue from bitcoin mining was $58.6 million for fiscal year 2024, a 32% increase compared to the prior year. Cloud services revenue was $45.7 million for 2024 compared to nil the prior year. Colocation services revenue, related to the Company’s acquisition of Enovum Data Centers Corp. in October 2024, was $1.4 million for the period. ETH staking revenue was $1.8 million for 2024, a 169% increase from the prior year.

 

●

Revenue from digital asset mining comprised 54% of total revenue for 2024 compared to 98% during 2023. The change was driven by the commencement of the Company’s HPC business lines, with cloud services revenue generating 42% of total 2024 revenue. Digital asset mining comprised 40% of revenue during the fourth quarter of 2024.

 

●

The Company had cash, cash equivalents and restricted cash of $98.9 million, and total liquidity (defined as cash, cash equivalents and restricted cash, USDC, and the fair market value of digital assets) of approximately $260.7 million, as of December 31, 2024.

 

●

Total assets were $538.2 million and Shareholders’ Equity amounted to $463.5 million as of December 31, 2024.

 

●

Adjusted EBITDA1 was $73.0 million for the fiscal year 2024 compared to $12.4 million for fiscal year 2023. Adjusted EBITDA includes a $55.7 million in pre-tax gains on digital assets.

 

●

GAAP earnings per share was $0.19 on a fully diluted basis for fiscal year 2024 compared to a loss per share of $(0.16) for the prior year.

 

Operational Highlights for Fiscal Year 2024

 

●

The Company earned 949.9 bitcoins during fiscal year 2024, a 37% decrease from the prior year. The decline was primarily driven by a reduction in block rewards following the halving event in April 2024 and by an increase in network difficulty, and partially offset by an increase in the Company’s average operational hash rate.

 

●

The Company paid approximately $0.05 per kilowatt hour to its hosting partners for electricity consumed for mining operations during fiscal year 2024.

 

●

The average fleet efficiency for the active fleet was approximately 26.2 J/TH as of December 31, 2024.

 

●

The Company earned 565.1 ETH in native staking and 1.3 ETH in liquid staking, respectively, during 2024, compared to 287.0 ETH in native staking and 81.9 ETH/rETH-h in liquid staking, respectively, for 2023.

 

Treasury holdings of BTC and ETH were 741.9 and 27,623.2, respectively, with a fair market value of approximately $69.3 million and $92.1 million on December 31, 2024, respectively.

 

●

As of December 31, 2024, we had 24,239 miners owned or operating (in Iceland) for bitcoin mining with a total maximum hash rate of 2.6 EH/s.

 

 

1

Adjusted EBITDA refers to earnings before interest expense, income tax expense and depreciation and amortization expense (“EBITDA”) adjusted to eliminate the effects of certain non-cash and / or non-recurring items. Potential adjustments are listed within the section under the header “Non-GAAP Financial Measures” in the Form 10-K.

 

 

●

The Company’s active hash rate of its bitcoin mining fleet was approximately 1.8 EH/s as of December 31, 2024.

 

●

Approximately 85% of our fleet’s run-rate electricity consumption was generated from carbon-free energy sources as of December 31, 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.

 

●

The Company had approximately 21,568 ETH actively staked in native staking protocols as of December 31, 2024.

 

●

On October 9, 2024, the Company executed a Master Services and Lease Agreement (“MSA”) with Boosteroid Inc. (“Boosteroid”), a global cloud gaming provider. The Company finalized an initial order of 300 GPUs, projected to generate approximately $4.6 million in revenue over the five-year term. The MSA provides Boosteroid with the option to expand in increments of 100 servers, up to 50,000 servers, representing a potential $700 million revenue opportunity over the five-year term, subject to deployment plans and market conditions. The Company anticipates additional deployments throughout 2025.

 

●

On October 14, 2024, Bit Digital announced the acquisition of Enovum Data Centers (“Enovum”) for a total consideration of CAD $62.8MM (approximately USD $46MM based on a CAD/USD exchange rate of 0.73). The acquisition was completed on a debt-free basis, with a normalized level of working capital acquired, funded by approximately CAD $56 million of cash and approximately 1.62 million share equivalents issued solely to key management who rolled-over a significant portion of their existing ownership in Enovum. The transaction closed on October 11, 2024. The acquisition vertically integrated Bit Digital’s HPC operations with a 4MW Tier 3 datacenter in Montreal that is fully leased to a plurality of colocation customers. It also provided Bit Digital with a robust expansion pipeline of over 280MW and an experienced team to lead the development process.

 

●

On December 30, 2024, the Company signed a Master Services Agreement (MSA) with DNA Fund for services utilizing 576 H200 GPUs over 25 months, representing $20.2 million in total revenue.

 

●

On December 27, 2024, the Company acquired a 160,000 sq. ft. site in Pointe-Claire, QC for a planned 5MW Tier-3 data center expansion. The site is expected to be operational by June 2025, will feature direct-to-chip liquid cooling and a heat reject loop to enhance energy efficiency. The facility will be powered by 100% renewable hydroelectricity from Hydro-Quebec. The Company expects to invest approximately $19.3 million to develop the site, with potential expansion to 13MW within 24-36 months, subject to Hydro-Quebec approval. A portion of capacity is expected to support the Company’s cloud services business. The acquisition was initially self-funded, with mortgage financing in progress.

 

Subsequent Events

 

●

As of January 1, 2025, Bit Digital officially transitioned to domestic issuer status under U.S. securities regulations.

 

●

New Cloud Services Agreements:

 

●

January 2025 – Signed an MSA for 32 H200 GPUs over six months, representing $300,000 in total revenue. Deployment began January 8, 2025.

 

●

January 2025 – Signed an MSA for 24 H200 GPUs over 12 months, representing $450,000 in total revenue. Deployment began January 27, 2025.

 

●

January 30, 2025 – Signed an MSA for 40 H200 GPUs over 12 months, representing $750,000 in total revenue. Deployment began January 24, 2025.

 

●

In January 2025, the Company entered into a new agreement to supply its first customer for an additional 464 B200 GPUs for a period of eighteen months. This new agreement replaces the prior agreement whereby the Company was to provide the customer with an incremental 2,048 H100 GPUs. The contract represents approximately $15 million of annualized revenue and features a two-month prepayment from the customer.

 

●

On February 6, 2025, the Company officially rebranded its HPC business as WhiteFiber, Inc., encompassing its GPU cloud services and HPC data center platform, Enovum Data Centers

 

 

●

In February 2025, the Company, through its newly rebranded HPC business WhiteFiber, Inc., secured a five-year colocation agreement to provide 5MW (IT load) of built-to-suit data center infrastructure with Cerebras Systems, a leading accelerator of generative AI. The contract will be fulfilled at an Enovum-developed site, with the location to be announced. Operations are expected to commence in mid-2025.

 

Management Commentary

 

“2024 marked a pivotal shift for Bit Digital. Our business was historically driven by digital asset mining, but the successful launch and rapid expansion of our HPC business fundamentally reshaped our company. This evolution drove over 140% revenue growth, with these new business lines contributing nearly half of total revenue.

 

A defining milestone in this transformation was our acquisition of Enovum Data Centers in October. More than just an infrastructure expansion, Enovum provided us with a proven team, operational expertise, and a scalable platform to develop and operate data centers. It also introduced colocation services as a new business line, further diversifying our revenue streams and strengthening our AI compute capabilities.

 

Bitcoin mining remained a key revenue contributor, generating $58.6 million, a 32% increase year-over-year. However, as our HPC business scaled, mining’s share of total revenue declined to 54% in 2024, and further to 40% in Q424, compared to 98% in 2023. This shift underscores our strategic pivot toward infrastructure-driven revenue streams while maintaining disciplined mining operations.

 

Profitability improved alongside business expansion, supported by stronger gross margins and operational efficiencies. A strong liquidity position and no debt provide the flexibility to make targeted investments that enhance capabilities and long-term competitiveness. The Company is actively exploring cost-effective financing options to support expansion while maintaining financial discipline.

 

We are continuously exploring new ways to unlock and create shareholder value, ensuring that we remain dynamic and well-positioned for future opportunities.”

 

About Bit Digital

 

Bit Digital, Inc. is a global platform for high-performance computing (“HPC”) infrastructure and digital asset production headquartered in New York City. The Company’s HPC business operates under the WhiteFiber Inc. (“WhiteFiber”) brand. Our operations are located in the US, Canada, and Iceland. For additional information, please contact ir@bit-digital.com or visit our website at www.bit-digital.com.

 

 

Investor Notice

 

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” Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 (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. 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.

 

 

4

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Cover	Mar. 14, 2025
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Mar. 14, 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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