Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of November 2024

 

Commission File Number 001-38421

 

BIT DIGITAL, INC.

(Translation of registrant’s name into English)

 

31 Hudson Yards, Floor 11, New York, NY 10001

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒         Form 40-F ☐

 

 

 

 

 

Regulation FD Disclosure

As a foreign private issuer, Bit Digital, Inc. (the “Company”) is not subject to Regulation FD. Notwithstanding that fact, during the Company’s conference call on November 18, 2024 reporting on the Company’s third quarter financial results, the Company erroneously reported that if the (3) term sheets signed last week converted into MSAs (Master Service Agreements) the Company would be about 90% of the way towards its stated target annualized run rate of $100 million by the end of 2024. The correct percentage is approximately 80% and does not alter the Company’s expectation to reach its targeted run rate.

Exhibit Index

 

A copy of an investor presentation appearing today on Bit Digital, Inc.’s website (the “November 2024 Investor Presentation”) is being furnished as Exhibit 99.1 with this Report on Form 6-K.

 

Exhibit No.		Name
99.1		November 2024 Investor Presentation

 

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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.

 

	Bit Digital, Inc.
	(Registrant)
Date: November 18, 2024	By:	/s/ Samir Tabar
	Name:	Samir Tabar
	Title:	Chief Executive Officer

 

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Exhibit 99.1

 

Bit Digital is a global platform for high - performance computing (HPC) infrastructure and digital asset production Nov 2024

 

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 uncerta inties. 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 av ailable 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

 

AI / HPC Data Center MW Online 4 MW Total P i p e li n e 1 280+ MW The New Bit Digital Bridging Digital Infrastructure and Assets GPU Cloud GPU Contract Value 2 >$280M Bitcoin Mining & Ethereum Staking # of ETH 3 27,389 Mining Fleet 3 2 . 4 3 E H / s Distinct and established business lines across three high - value markets, providing unparalleled 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 September 30, 2024 1 2 3 3

 

Balance Sheet Remains a Competitive Advantage Notes: Data as of 9/30/2024. 1 Total liquidity includes $103.2MM of cash and cash equivalents,$2.4MM of restricted cash, & $118.0MM worth of BTC, ETH and USDC. 2 Cash includes $103.2MM of cash and cash equivalents and $2.4MM of restricted cash. 3 This figure excludes digital assets invested in a third - party managed fund. ZERO debt, ZERO unfunded miner purchase obligations, ZERO infrastructure capex funding commitments. Total # of Bitcoin 731.1 BTC Cash 2 $105.6 million Total # of Ethereum 3 D ig i t a l A s se t s 3 $118.0 million 27,388.1 ETH As of 9/30/24 Total Liquidity 1 4 $223.6 million

 

Third Quarter 2024 Highlights Notes: Active hash rate as of 9/30/24 compared to 9/30/23 3 Q Q 3 + 2 6% + 2 y Fi u Gross Margin increased ~800 bps to 31.9% Total Revenue ($MM) increased 96% to $22.7 million for Q3 2024 Active Hash Rate (EH/s) increased 101.7% to 2.4 EH/s BTC Mined decreased 59% to 165.4 + 96 % - 59% + 101 . 7 % + 80 0 bp s Sustainability increased 2% to 88% carbon - free 5

 

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 T r a n sa c t i o n Overview T r a n sa c t i o n Rationale • High ROI business from high - margin colocation and enables on demand computing services • Complements existing GPU - as - a - Service 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 6

 

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 7

 

MTL1 Data Center Key Features MTL1 is designed as a true tier 3 data center, with multiple layers of redundancy and unparalleled uptime. 8 2 N E l ec t ri c a l A r c h i t e c t u r e 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

 

Acquisition Diversifies Existing Business Lines and Customers MTL1 Customers by Industry AI / GPU C l oud : 91% VFX: 5% C l oud : 2% E n t e r p r i se : 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 13 customers across a variety of end markets x E n e r g y o p t i m i z a t i o n t h r oug h AI an d p r ed i c t i v e modeling 9

 

Illustrative Economics Colocation & On Demand Computing 1. Inclusive of energy expense 2. Assumes $2.00 - $2.75 per GPU hour for illustrative purposes 3. A s s ume s G P U c apa ci t y i s 100 % o w ne d GPU - as - a - Service AI/HPC Colocation ($ in USD) Well - funded startups, Enterprises Enterprises, GPU compute providers 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 GPU - as - a - service and AI/HPC businesses, while maximizing growth potential and generating synergies. 10

 

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. 4 Q 2 6 Platform Expansion Roadmap 288 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 11

 

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 Bit Digital AI 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 2 Integration Considerations Bit Digital + Enovum 1 12

 

Expansion Strategies The Enovum team’s experience and unique market opportunity provide Bit Digital with a robust platform for significant expansion and growth. Development Pipeline 90+ MW under exclusive or non - exclusive letters of intent with s i gn i f i ca n t n e a r - t e r m a c t i o na b ili t y 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 13

 

Select Comparable Company Analysis • Pure - play digital asset miners • Includes: MARA; CLSK; RIOT; BITF D i g i t a l A ss e t M i n e r s • Digital asset miners with AI / HPC operations • Includes: CORZ; WULF; IREN; NB2 H y b r i d M i n e r s • 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 11/15/24 close. Enterprise Value adjusted for latest publicly disclosed digital currency balances and 11/15/24 digital currency pricing. 10 . 2 x 15 . 1 x 23 . 5 x 4 . 9 x 10 . 7 x 14 . 0 x 23 . 4 x The acquisition enhances Bit Digital’s exposure to the rapidly expanding HPC infrastructure segment, adding significant growth and multiple expansion potential. Comparable Companies – EV / 2025E EBITDA Average Median 14

 

Bit Digital AI Overview 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. Bit Digital 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. 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. Trusted Expertise Top Execution & Standard By delivering on these promises, Bit Digital 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. 15

 

Bit Digital AI Technology Partners As official partners with the NVIDIA Partner Network and Dell Technology Partner Program, Bit Digital AI 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. 16

 

Anchor Customer Secured November 2023: Finalized contract to provide GPU resources to a customer for an initial three - year period January 2024: Contract upsized by an additional 512 H100 GPUs Bit Digital currently provides its customer with computational power from 2,048 GPUs for three years, representing more than $50M of annualized revenue to Bit Digital June 2024: Customer contract signed for an additional 2,048 GPUs that will contribute approximately $42 million of incremental revenue; expected in 2025 Recognized $32.7 million of revenue YTD through 3Q24; significantly higher margins vs. Company’s mining operations 17

 

Bit Digital AI 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 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 E u r o p e , N o r t h A m e r i ca , an d S o u t h A m e r i c a . Master Service Agreement : Boosteroid has placed an initial purchase order for a starting quantity of GPU servers with a 5 - year service duration . Revenue Impact : Starting quantity is expected to generate $4.6 million in revenue , or ~ $0.9 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

 

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 . 20

 

Bit Digital Leadership Team Sam Tabar Chief Executive Officer 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 C h i ef T echno l ogy O f f i cer 21

 

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 22

 

Advisor Team Bit Digital has a team of veteran independent advisors for artificial intelligence (AI) and digital assets. David Andre A d v i s o r , A r t i f i c i a l I n t e l l i ge n ce Chief Science Officer, Google X Ayesha Khanna A d v i s o r , A r t i f i c i a l I n t e l l i ge n ce C h i ef E xecu t i ve O f f i ce r , A ddo Charles d’Haussy Advisor, Crypto Chief Executive Officer, dYdX Foundation. Ex - Head of Business Development, ConsenSys Bryan Bullet Advisor, Corporate 23

 

Q3 2024 Statement of Operations 24

 

Q3 2024 Balance Sheet 25

 

31 Hudson Yards, Floor 11 New York, NY 10001 United States [phone] IR@bit - digital.com

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