Bit Digital, Inc. Enters Material Definitive Agreement

TL;DR

Bit Digital just signed a big deal, creating a new financial obligation. Keep an eye on this.

AI Summary

On September 29, 2025, Bit Digital, Inc. entered into a material definitive agreement, creating a direct financial obligation. The company, formerly known as Golden Bull Ltd, is incorporated in the Cayman Islands and headquartered in New York. This filing is a current report under the Securities Exchange Act of 1934.

Why It Matters

This filing indicates a significant new financial commitment or obligation for Bit Digital, Inc., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and creating financial obligations can introduce new risks related to the terms of the agreement and the company's ability to meet them.

Key Players & Entities

• Bit Digital, Inc. (company) — Registrant
• Golden Bull Ltd (company) — Former company name
• September 29, 2025 (date) — Date of earliest event reported
• 31 Hudson Yards, Floor 11, New York, NY 10001 (location) — Principal executive offices address

FAQ

Key Financial Figures

• $150 million — onnection with the issuance and sale of $150 million aggregate principal amount of the Compa
• $15 million — iters' option to purchase an additional $15 million aggregate principal amount of Notes. T
• $1,000 — maturity date, in integral multiples of $1,000 principal amount. The initial conversio
• $4.16 — itial conversion price of approximately $4.16 per ordinary share. The conversion rat
• $25.0 million — ed with a principal amount in excess of $25.0 million (or the foreign currency equivalent the
• $143.3 m — The net proceeds from the offering were $143.3 million, after deducting the underwriters

Filing Documents

• ea0259669-8k_bitdigital.htm (8-K) — 58KB
• ea025966901ex1-1_bitdigital.htm (EX-1.1) — 334KB
• ea025966901ex4-1_bitdigital.htm (EX-4.1) — 329KB
• ea025966901ex4-2_bitdigital.htm (EX-4.2) — 766KB
• ea025966901ex5-1_bitdigital.htm (EX-5.1) — 20KB
• ea025966901ex5-2_bitdigital.htm (EX-5.2) — 58KB
• ea025966901ex99-1_bitdigital.htm (EX-99.1) — 11KB
• ea025966901ex99-2_bitdigital.htm (EX-99.2) — 12KB
• ex1-1_001.jpg (GRAPHIC) — 11KB
• ex4-2_001.jpg (GRAPHIC) — 2KB
• ex4-2_002.jpg (GRAPHIC) — 3KB
• ex4-2_003.jpg (GRAPHIC) — 8KB
• ex4-2_004.jpg (GRAPHIC) — 3KB
• ex4-2_005.jpg (GRAPHIC) — 3KB
• ex4-2_006.jpg (GRAPHIC) — 4KB
• ex5-1_002.jpg (GRAPHIC) — 3KB
• ex5-1_001.jpg (GRAPHIC) — 20KB
• ex5-2_001.jpg (GRAPHIC) — 5KB
• 0001213900-25-095533.txt ( ) — 2131KB
• btbt-20250929.xsd (EX-101.SCH) — 3KB
• btbt-20250929_lab.xml (EX-101.LAB) — 33KB
• btbt-20250929_pre.xml (EX-101.PRE) — 22KB
• ea0259669-8k_bitdigital_htm.xml (XML) — 4KB

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. 3

01 Other Events

Item 8.01 Other Events. The Company is incorporating by reference the on Form S-3 (Registration No. 333-286841). On September 29, 2025, the Company issued a press release announcing the proposed offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. On September 30, 2025, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K (this "Current Report") contains "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 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. 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 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 (Annual Report) and any subsequently filed quarterly reports on Form 10-Q and any Current Reports on Form 8-K. 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. 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. 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

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated as of September 29, 2025, by and between Bit Digital, Inc. and Barclays Capital Inc., Cantor Fitzgerald & Co. and B. Riley Securities, Inc., as representative of the underwriters named therein. 4.1 Indenture, dated October 2, 2025, by and between Bit Digital, Inc. and U.S. Bank Trust Company, National Association, as Trustee. 4.2 First Supplemental Indenture, dated as of October 2, 2025, between Bit Digital, Inc. and U.S. Bank Trust Company, National Association, as Trustee. 4.3 Form of 4.00% Convertible Senior Note Due 2030 (included as Exhibit A to Exhibit 4.2). 5.1 Opinion of White & Case LLP. 5.2 Opinion of Ogier (Cayman) LLP. 23.1 Consent of White & Case LLP (included in Exhibit 5.1). 23.2 Consent of Ogier (Cayman) LLP (included in Exhibit 5.2). 99.1 Press Release issued by Bit Digital, Inc. dated September 29, 2025. 99.2 Press Release issued by Bit Digital, Inc. dated September 30, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 5

SIGNATURES

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: October 2, 2025 By: /s/ Sam Tabar Name: Sam Tabar Title: Chief Executive Officer 6

View Full Filing

View this 8-K filing on SEC EDGAR