UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November ~~October 31~~14, 2025

~~Bit~~BIT ~~Digital~~DIGITAL, ~~Inc~~INC. (Exact name of registrant as specified in its charter)

(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.)

Cayman Islands	001-38421	98-1606989
31 Hudson Yards, Floor 11, New York, NY	10001
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(Address of principal executive offices)	(Zip Code)

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

~~(212) 463-5121 (Registrant’s telephone number, including area code)~~ N/A ~~(Former name or former address if changed since last report)~~

~~Check~~(Former ~~the~~name ~~appropriate~~or ~~box~~former ~~below~~address, if ~~the~~changed ~~Form 8-K~~since ~~filing~~last ~~is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A~~report.~~2. below~~):

☐ 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 240.13e-4(c))

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

~~Securities~~Check ~~registered~~the ~~pursuant~~appropriate box below if the Form 8-K filing is intended to ~~Section~~simultaneously ~~12(b)~~satisfy the filing obligation of the ~~Act~~registrant under any of the following provisions:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares, $.01 par value		BTBT		Nasdaq Capital Market

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~Indicate~~☐ bySoliciting ~~check~~material ~~mark~~pursuant ~~whether~~to ~~the registrant is an emerging growth company as defined in~~ Rule ~~405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b~~14a-212 ofunder the ~~Securities~~ Exchange Act ~~of 1934~~ (17 CFR §240.~~12b~~14a-212).

☐	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 ~~October~~November 3114, 2025, ~~Bit~~BIT Digital, Inc. (the “Company”) is ~~announced~~issuing ~~preliminary~~a ~~estimated~~press ~~revenue~~release and ~~cost~~holding ofa ~~revenue~~conference ~~(exclusive~~call ofregarding ~~depreciation)~~its financial results for the ~~three months~~quarter ended September 30, 2025 ~~and cash and cash equivalents as of September 30, 2025~~. ~~Based~~A ~~upon preliminary estimated financial results,~~copy ~~the Company expects preliminary unaudited revenue and cost~~ of ~~revenue (exclusive of depreciation) for~~ the ~~three~~press ~~months~~release ~~ended~~is ~~September 30,~~furnished ~~2025~~as ~~will~~Exhibit ~~be approximately $28~~99.91 ~~million~~ to ~~$32.0~~this ~~million,~~Current ~~and~~Report ~~$11.5~~on ~~million~~Form ~~to $12~~8-K.~~7 million, respectively and cash and cash equivalents as of September 30, 2025 will be approximately $173.7 million to $184.5 million.~~

~~The~~This ~~unaudited~~information ~~revenue~~in ~~and cost~~this ofItem ~~revenue~~2.02 ~~(exclusive~~shall ofnot ~~depreciation)~~be deemed “filed” for ~~the~~purposes ~~three~~of ~~months~~Section 18 ~~ended~~of ~~September~~the ~~30,~~Securities ~~2025~~Exchange ~~and~~Act ~~cash and cash equivalents as~~ of ~~September 30~~1934, ~~2025~~as ~~reflects~~amended (the ~~Company’s~~“Exchange Act”), ~~preliminary~~and ~~estimates~~shall ~~with~~not ~~respect~~be todeemed ~~such~~incorporated ~~results~~by ~~based~~reference onin ~~currently~~any ~~available~~filing ~~information~~under ~~and is~~the ~~subject~~Securities toAct ~~completion~~ of ~~its~~1933, ~~financial~~as ~~closing~~amended ~~procedures. The Company’s financial closing procedures for~~ (the ~~three months ended~~“Securities ~~September 30~~Act”), ~~2025~~or ~~are~~the ~~not~~Exchange ~~yet complete and~~Act, except as ashall ~~result,~~be ~~its~~expressly ~~actual~~set ~~results~~forth ~~may~~by ~~vary~~specific ~~from~~reference ~~the~~in ~~estimated~~such ~~preliminary~~a ~~results presented here~~filing.

~~The~~Item ~~preliminary estimates presented herein have been prepared by, and are the responsibility of, management~~9. ~~Audit Alliance LLP, our independent registered public accounting firm, has not audited, reviewed, compiled, or performed any procedures with respect to the preliminary financial information~~01. ~~Accordingly,~~ ~~Audit~~Financial ~~Alliance~~Statements ~~LLP~~and ~~does not express an opinion or any other form of assurance with respect thereto~~Exhibits.

~~The information contained in this Item 2.02 is 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”~~d), or otherwise subject to the liabilities under that section, 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.Exhibits

Forward-Looking Statements

Exhibit No.		Description

99.1		Press Release dated November 14, 2025, titled “Bit Digital, Inc. Announces Financial Results for the Third Quarter of Fiscal Year 2025.”
104		Cover page interactive data file (embedded within the Inline XBRL document).

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 statements are often identified by the use of forward-looking terminology such as “believes,” “intends,” “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. 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.1

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 be a reliable indicator of future performance, and historical trends should not be used to anticipate results in the future. 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.SIGNATURES

1Pursuant 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.

SIGNATURES

Date: November 14, 2025	Bit Digital, Inc.
	(Registrant)

	By:	/s/ Sam Tabar
	Name:	Sam Tabar
	Title:	Chief Executive Officer

~~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.~~2

	BIT DIGITAL, INC.
Date: October 31, 2025	By:	/s/ Sam Tabar
		Name:	Sam Tabar
		Title:	Chief Executive Officer

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