Bit Digital, Inc 8-K

What Happened

• Bit Digital, Inc. (filed May 27, 2026) reported that its wholly owned subsidiary, Bit Digital Capital, Inc., entered a Delayed Draw Term Loan Facility with Enovum NC-1 Venture, LLC (borrower) and White Fiber Operating Partnership LP (guarantor). The facility provides up to $100 million in loans (may be increased to $150 million by agreement), is available for nine months (optionally extendable three months), and became effective May 20, 2026. Interest is 9.5% per annum before a step-down and 8% thereafter once Phase I (40 MW) of the NC-1 data center is substantially completed and at least 80% leased.
• Separately, Bit Digital has a Master Digital Currency Loan Agreement with Galaxy Digital LLC dated March 27, 2026. The initial draw under that Galaxy agreement on May 20, 2026 was $50 million at a 5.45% interest rate. Bit Digital assigned a $20 million portion of an Advance under the Term Loan to B. Riley Securities on May 26, 2026.

Key Details

• Term Loan facility size: up to $100M (expandable to $150M); Facility Availability Period: 9 months (plus optional 3 months).
• Interest: 9.5% pre-step-down; 8.0% after meeting Phase I completion and ≥80% leased conditions.
• Loan mechanics: advances ≥ $1M, funded net of a 3% original issue discount; minimum repayment multiple (MOIC) of 1.1x of principal; 0.50% commitment fee on undrawn facility at expiration; payment-in-kind allowed.
• Galaxy loan: Master Digital Currency Loan Agreement; initial $50M draw at 5.45% (May 20, 2026); collateral can be dollars or digital currency; margin calls, late fees (5% annualized) and termination triggers tied to Net Asset Value/Net Worth declines.

Why It Matters

• These financings provide Bit Digital and its affiliate lender a source of capital to support the buildout and leasing of a 40 MW Phase I high-performance computing (HPC) data center in Madison, NC, and other corporate needs — potentially accelerating growth initiatives tied to WhiteFiber’s NC-1 project.
• The Term Loan increases the group’s contractual obligations and is secured by the borrower’s equity in the NC-1 Topco, with parental guarantee from WhiteFiber that can be released upon permanent financing for the project. The Galaxy facility exposes the company to digital-asset–backed financing terms (margining and termination triggers tied to NAV/Net Worth), which can affect liquidity if crypto prices or the company’s net assets move materially.
• The transaction was reviewed by independent committees and received fairness opinions from Needham and Seaport Global, indicating board-level review of the economics for Bit Digital and WhiteFiber’s minority holders. Investors should note the interest cost, collateral structure and MOIC repayment feature when assessing potential impacts on cash flow and leverage.