Bit Digital, Inc. (BTBT) 2026年第一季業績摘要：業務轉型中，虧損顯著擴大

UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549

 

FORM 10-Q

 

☒     QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For
the quarterly period ended March 31, 2026

 

☐    
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

 

For
the transition period from __________ to __________

 

Commission
file number: 001-38421

 

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

 

 Cayman Islands   98-1606989
 (State or other jurisdiction of
 Company or organization)
   (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: (212) 463-5121

 

Securities
registered under Section 12(b) of the Exchange Act:

 

 Title of each class   Trading Symbol   Name of each exchange on which registered
 Ordinary Shares, $0.01 par value   BTBT   Nasdaq Capital Market
 

 

Check
whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒     No ☐

 

Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒     No ☐

 

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 Large accelerated filer ☐ Accelerated filer ☐
 Non-accelerated Filer ☒ Smaller reporting company ☐
   Emerging growth company ☐
 

 

If
an emerging growth company, indicate by checkmark 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. ☐

 

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐    
No ☒

 

Applicable
only to Corporate Issuers:

  

Indicate
the number of shares outstanding of each of the issuers’ classes of common stock, as of the latest practicable date: 349,190,420 Ordinary
Shares as of May 11, 2026.

 

 

 

 
 

 
 

 

 

TABLE OF CONTENTS

 

 
 CAUTIONARY
 NOTE REGARDING FORWARD-LOOKING STATEMENTS
 ii

 
  
  

 
 PART I
  

 
  
  
  

 
 Item 1.
 Financial
 Statements.
 1

 
  
  
  

 
 Item 2.
 Management’s
 Discussion and Analysis of Financial Condition and Results of Operations.
 48

 
  
  
  

 
 Item 3.
 Quantitative
 and Qualitative Disclosures about Market Risk.
 75

 
  
  
  

 
 Item 4.
 Controls
 and Procedures.
 76

 
  
  
  

 
 PART
 II
  

 
  
  
  

 
 Item 1.
 Legal
 Proceedings.
 77

 
  
  
  

 
 Item 1A.
 Risk
 Factors.
 78

 
  
  
  

 
 Item 2.
 Unregistered
 Sales of Equity Securities and Use of Proceeds.
 78

 
  
  
  

 
 Item 3.
 Defaults
 Upon Senior Securities.
 78

 
  
  
  

 
 Item 4.
 Mine
 Safety Disclosures.
 78

 
  
  
  

 
 Item 5.
 Other
 Information.
 78

 
  
  
  

 
 Item 6.
 Exhibits.
 79

 
  
  
  

 
 SIGNATURES
 80

 

 

 
i

 
 

 

 

CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Certain
statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives,
and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended
(the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements
generally are identified by the words “believes,” “project,” “expects,” “anticipates,”
“estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions.

 

We
intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements and are including this
statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and
assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking
statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. In particular,
information included under “Risk Factors,” “Business,” “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and other sections of this report contain forward-looking statements. Where, in any forward-looking
statement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans
and expectations of Bit Digital, Inc.’s (“Bit Digital”) management and expressed in good faith and believed to have
a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. Whether
any such forward-looking statements are in fact achieved will depend on future events, some of which are beyond Bit Digital’s control.
Except as may be required by law, Bit Digital undertakes no obligation to modify or revise any forward-looking statements to reflect
new information, events or circumstances occurring after the date of this report. Comparisons of results for current and any prior periods
are not intended to express any future trends, or indications of future performance, unless expressed as such, and should only be viewed
as historical data.

 

Factors
which could have a material adverse effect on our operations and future prospects on a consolidated basis include but are not limited
to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally
accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and
undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise. Further information concerning our business, including additional
factors that could materially affect our financial results, is included herein and in our other filings with the U.S. Securities and
Exchange Commission (the “SEC”).

 

 
ii

 
 

 

 

Item
1. Financial Statements and Supplementary Data 

 

BIT
DIGITAL, INC.

UNAUDITED
CONDENSED CONSOLIDATED BALANCE SHEETS

As
of March 31, 2026 and December 31, 2025

(Expressed
in US dollars, except for the number of shares)

 

 
   
 March 31,  
 December 31, 

 
   
 2026  
 2025 

 
 ASSETS 
    
 (audited) 

 
 Current Assets 
    
   

 
 Cash and cash equivalents 
 $79,529,572  
 $118,356,299 

 
 Restricted cash 
  4,323,022  
  3,856,819 

 
 Accounts receivable, net 
  91,724,864  
  23,921,591 

 
 USDC 
  191,024  
  484,459 

 
 Digital assets 
  294,996,104  
  415,734,409 

 
 Net investment in lease – current, net 
  3,897,530  
  4,260,877 

 
 Loans receivable 
  400,000  
  400,000 

 
 Other current assets, net 
  24,670,479  
  26,734,984 

 
 Total Current Assets 
  499,732,595  
  593,749,438 

 
   
     
    

 
 Non-Current Assets 
     
    

 
 Deposits for property, plant, and equipment 
  67,983,795  
  52,838,419 

 
 Property, plant, and equipment, net 
  451,969,400  
  360,243,018 

 
 Goodwill 
  19,809,807  
  20,145,663 

 
 Intangible assets, net 
  12,429,693  
  12,820,574 

 
 Right-of-use assets 
  30,808,084  
  24,654,620 

 
 Net investment in lease - non-current, net 
  9,043,622  
  9,686,949 

 
 Investment securities 
  56,008,172  
  69,120,771 

 
 Deferred tax assets 
  4,537,209  
  2,579,034 

 
 Other non-current assets, net 
  28,362,375  
  28,579,646 

 
 Total Non-Current Assets 
  680,952,157  
  580,668,694 

 
   
     
    

 
 Total Assets 
 $1,180,684,752  
 $1,174,418,132 

 
   
     
    

 
 LIABILITIES AND SHAREHOLDERS’ EQUITY 
     
    

 
 Current Liabilities 
     
    

 
 Accounts payable 
 $8,798,632  
 $8,874,530 

 
 Current portion of deferred revenue 
  18,730,619  
  7,997,054 

 
 Current portion of lease liabilities 
  18,375,500  
  18,460,194 

 
 Income tax payable 
  788,157  
  1,546,876 

 
 Other payables and accrued liabilities 
  31,853,843  
  56,067,289 

 
 Total Current Liabilities 
  78,546,751  
  92,945,943 

 
   
     
    

 
 Non-Current Liabilities 
     
    

 
 Non-current portion of deferred revenue 
  125,776,956  
  71,554,398 

 
 Non-current portion of lease liability 
  11,307,912  
  5,415,458 

 
 Convertible notes payable, net 
  334,189,318  
  110,290,945 

 
 Derivative liability 
  10,008,000  
  19,260,000 

 
 Deferred tax liabilities 
  12,170,831  
  9,690,586 

 
 Total Non-Current Liabilities 
  493,453,017  
  216,211,387 

 
   
     
    

 
 Total Liabilities 
  571,999,768  
  309,157,330 

 
   
     
    

 
 Commitments and Contingencies – Note 21 
   
  
  
  

 
   
     
    

 
 Bit Digital Shareholders’ Equity 
     
    

 
 Preferred shares, $0.01 par value, 10,000,000 and 10,000,000 shares authorized, 1,000,000 and 1,000,000 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively 
  9,050,000  
  9,050,000 

 
 Ordinary shares, $0.01 par value, 1,000,000,000 and 1,000,000,000 shares authorized, 331,564,720 and 324,322,214 shares issued, 331,434,734 and 324,192,228 shares outstanding as of March 31, 2026 and December 31, 2025, respectively 
  3,315,647  
  3,243,222 

 
 Treasury stock, at cost, 129,986 and 129,986 shares as of March 31, 2026 and December 31, 2025, respectively 
  (1,171,679) 
  (1,171,679)

 
 Additional paid-in capital 
  783,877,580  
  890,067,907 

 
 Accumulated deficit 
  (325,995,279) 
  (178,526,245)

 
 Accumulated other comprehensive income 
  130,640  
  1,330,666 

 
 Total Bit Digital Shareholders’ Equity 
  469,206,909  
  723,993,871 

 
 Non-controlling Interests 
  139,478,075  
  141,266,931 

 
 Total Equity 
  608,684,984  
  865,260,802 

 
 Total Liabilities and Equity 
 $1,180,684,752  
 $1,174,418,132 

 

 

The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 
1

 
 

 

 

BIT
DIGITAL, INC.

UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For
the Three Months Ended March 31, 2026 and 2025

(Expressed
in US dollars, except for the number of shares)

 

 
   
 For the Three Months Ended 
 March 31, 

 
   
 2026  
 2025 

 
   
    
   

 
 Revenues 
    
   

 
 Digital asset mining 
 $3,704,796  
 $7,776,963 

 
 Cloud services 
  16,766,543  
  14,842,286 

 
 Colocation services 
  4,773,550  
  1,644,663 

 
 ETH staking 
  2,296,509  
  560,641 

 
 Other 
  383,358  
  280,567 

 
 Total revenues 
  27,924,756  
  25,105,120 

 
   
     
    

 
 Operating costs and expenses 
     
    

 
 Cost of revenue (exclusive of depreciation and amortization shown below) 
     
    

 
 Digital asset mining 
  (3,251,499) 
  (6,123,889)

 
 Cloud services 
  (6,779,283) 
  (6,088,000)

 
 Colocation services 
  (1,952,783) 
  (545,836)

 
 ETH staking 
  (121,334) 
  (32,568)

 
 Depreciation and amortization expenses 
  (10,035,581) 
  (7,241,989)

 
 General and administrative expenses 
  (27,627,296) 
  (8,235,923)

 
 Losses on digital assets 
  (121,070,273) 
  (49,205,227)

 
 Total operating expenses 
  (170,838,049) 
  (77,473,432)

 
   
     
    

 
 Loss from operations 
  (142,913,293) 
  (52,368,312)

 
   
     
    

 
 Net gain (loss) from disposal of property, plant and equipment 
  1,821,729  
  (333,620)

 
 Change in fair value of derivative liability 
  9,252,000  
  -
 

 
 Interest expense 
  (5,084,978) 
  -
 

 
 Other expense, net 
  (12,933,246) 
  (4,337,997)

 
 Total other expense, net 
  (6,944,495) 
  (4,671,617)

 
   
     
    

 
 Loss before income taxes 
  (149,857,788) 
  (57,039,929)

 
   
     
    

 
 Income tax expenses 
  (421,523) 
  (671,716)

 
 Net loss 
 $(150,279,311) 
 $(57,711,645)

 
 Net loss attributable to noncontrolling interest 
  (3,610,275) 
  -
 

 
 Net loss attributable to Bit Digital shareholders 
 $(146,669,036) 
 $(57,711,645)

 
   
     
    

 
 Weighted average number of ordinary share outstanding 
     
    

 
 Basic 
  325,638,843  
  181,413,307 

 
 Diluted 
  325,638,843  
  181,413,307 

 
   
     
    

 
 Loss per share 
     
    

 
 Basic 
 $(0.45) 
 $(0.32)

 
 Diluted 
 $(0.45) 
 $(0.32)

 

 

The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 
2

 
 

 

 

BIT
DIGITAL, INC.

UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF

COMPREHENSIVE LOSS

For
the Three Months Ended March 31, 2026 and 2025

(Expressed
in US dollars, except for the number of shares)

 

 
   
 For
 the Three Months Ended 
 March 31, 

 
   
 2026  
 2025 

 
   
    
   

 
 Net
 loss 
 $(150,279,311) 
 $(57,711,645)

 
   
     
    

 
 Other
 comprehensive loss 
     
    

 
 Foreign
 currency translation adjustments 
  (1,200,026) 
  (504,670)

 
 Comprehensive
 loss 
  (151,479,337) 
  (58,216,315)

 
 Comprehensive
 loss attributable to noncontrolling interests 
  (4,186,396)  
  - 

 
 Comprehensive
 loss attributable to Bit Digital shareholders 
 $(147,292,941) 
 $(58,216,315)

 

 

The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 
3

 
 

 

 

BIT
DIGITAL, INC. 

UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

For
the Three Months Ended March 31, 2026 and 2025

(Expressed
in U.S. dollars, except for the number of shares)

 

 
   
 Preferred
 Shares  
 Common
 Shares  
 Treasury  
 Additional

 paid-in  
 Retained

 Earnings
 (Accumulated  
 Accumulated

 other
 comprehensive  
 Noncontrolling  
 Total

 Stockholders’ 

 
   
 Shares  
 Amount  
 Shares  
 Par
 Value  
 Shares  
 Amount  
 capital  
 deficit)  
 (loss)
 income  
 interest  
 Equity 

 
 Balance,
 December 31, 2024 
  1,000,000  
  $9,050,000  
  179,125,205  
  $1,792,548  
  (129,986) 
  $(1,171,679) 
  $553,583,437  
  $(98,209,661) 
  $(1,565,496) 
  $-  
  $463,479,149 

 
 Share-based
 compensation expense 
  -  
  -  
  -  
  -  
  -  
  -  
  219,255  
  -  
  -  
  -  
  219,255 

 
 Issuance
 of ordinary shares/At-the-market offering, net of offering costs 
  -  
  -  
  3,149,887  
  31,499  
  -  
  -  
  10,145,739  
  -  
  -  
  -  
  10,177,238 

 
 Share-based
 compensation in connection with issuance of ordinary shares to employees 
  -  
  -  
  21,250  
  216  
  -  
  -  
  48,050  
  -  
  -  
  -  
  48,266 

 
 Share-based
 compensation in connection with issuance of ordinary shares to consultants 
  -  
  -  
  450,000  
  4,500  
  -  
  -  
  1,638,000  
  -  
  -  
  -  
  1,642,500 

 
 Share-based
 compensation in connection with issuance of ordinary shares to director 
  -  
  -  
  20,000  
  200  
  -  
  -  
  67,600  
  -  
  -  
  -  
  67,800 

 
 Other
 comprehensive loss 
  -  
  -  
  -  
  -  
  -  
  -  
  -  
  -  
  (504,670) 
  -  
  (504,670)

 
 Net
 loss 
  -  
  -  
  -  
  -  
  -  
  -  
  -  
  (57,711,645) 
  -  
  -  
  (57,711,645)

 
 Balance,
 March 31, 2025 
  1,000,000  
  $9,050,000  
  182,766,342  
  $1,828,963  
  (129,986) 
  $(1,171,679) 
  $565,702,081  
  $(155,921,308) 
  $(2,070,166) 
  $-  
  $417,417,891 

 
   
     
     
     
     
     
     
     
     
     
     
    

 
 Balance,
 December 31, 2025 
  1,000,000  
  $9,050,000  
  324,192,228  
  $3,243,222  
  (129,986) 
  $(1,171,679) 
  $890,067,907  
  $(178,526,243) 
  $1,330,666  
  $141,266,931  
  $865,260,802 

 
 Share-based
 compensation expense 
  -  
  -  
  -  
  -  
  -  
  -  
  4,139,486  
  -  
  -  
  -  
  4,139,486 

 
 Issuance
 of common stock/At-the-market offering, net of offering costs 
  -  
  -  
  2,372,035  
  23,720  
  -  
  -  
  4,083,942  
  -  
  -  
  -  
  4,107,662 

 
 Declaration
 of dividends to preferred shareholders 
  -  
  -  
  -  
  -  
  -  
  -  
  -  
  (800,000) 
  -  
  -  
  (800,000)

 
 Changes
 in ownership interests in a subsidiary - settlement of subsidiary RSUs 
  -  
  -  
  -  
  -  
  -  
  -  
  (2,397,540) 
  -  
  -  
  2,397,540  
  - 

 
 Purchase
 of zero-strike call options in connection with issuance of convertible notes 
  -  
  -  
  -  
  -  
  -  
  -  
  (119,999,983) 
  -  
  -  
  -  
  (119,999,983)

 
 Share-based
 compensation in connection with issuance of ordinary shares to employees 
  -  
  -  
  4,849,374  
  48,494  
  -  
  -  
  7,933,979  
  -  
  -  
  -  
  7,982,473 

 
 Share-based
 compensation in connection with issuance of ordinary shares to director 
  -  
  -  
  21,097  
  211  
  -  
  -  
  49,789  
  -  
  -  
  -  
  50,000 

 
 Other
 comprehensive loss
 
  -  
  -  
  -  
  -  
  -  
  -  
  -  
  -  
  (1,200,026) 
  (576,121) 
  (1,776,145)

 
 Net
 loss 
  -  
  -  
  -  
  -  
  -  
  -  
  -  
  (146,669,036) 
  -  
  (3,610,275) 
  (150,279,311)

 
 Balance,
 March 31, 2026 
  $1,000,000  
  $9,050,000  
  331,434,734  
  $3,315,647  
  (129,986) 
  $$(1,171,679) 
  $783,877,580  
  $(325,995,279) 
  $130,640  
  $139,478,075  
  $608,684,984 

 

 

The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 
4

 
 

 

 

BIT
DIGITAL, INC.

UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For
the Three Months Ended March 31, 2026 and 2025

(Expressed
in US dollars)

 

 
   
 For
 the Three Months Ended 
 March 31, 

 
   
 2026  
 2025 

 
 Cash
 Flows from Operating Activities: 
    
   

 
 Net
 loss 
 $(150,279,311) 
  $(57,711,645)

 
 Adjustments
 to reconcile net loss to net cash (used in) provided by operating activities: 
     
    

 
 Depreciation
 and amortization expenses 
  10,035,582  
  7,241,989 

 
 (Gain)
 loss from disposal of property, plant, and equipment 
  (1,821,729) 
  333,620 

 
 Amortization
 of discount on debts issued 
  1,780,285  
  - 

 
 Losses
 on digital assets 
  121,070,273  
  49,205,227 

 
 Share-based
 compensation expenses 
  15,303,825  
  252,390 

 
 Changes
 in fair value of investment securities 
  13,110,707  
  4,692,428 

 
 Changes
 in fair value of derivative liability 
  (9,252,000) 
  - 

 
 Current
 expected credit losses 
  (6,834) 
  - 

 
 Digital
 assets mined 
  (3,704,796) 
  (7,776,963)

 
 Digital
 assets earned from staking 
  (2,296,509) 
  (560,641)

 
 Changes
 in operating assets and liabilities: 
     
    

 
 Digital
 assets and stable coins 
  5,322,412  
  32,541,117 

 
 Right-of-use
 assets 
  1,734,125  
  1,096,155 

 
 Deferred
 revenue 
  64,978,510  
  (9,520,254)

 
 Lease
 liabilities 
  (1,813,705) 
  (1,064,735)

 
 Other
 current assets 
  1,628,881  
  (10,690,340)

 
 Other
 non-current assets 
  211,855  
  1,536,347 

 
 Accounts
 receivable 
  (67,811,934) 
  2,727,964 

 
 Accounts
 payable 
  64,314  
  (917,012)

 
 Other
 payables and accrued liabilities 
  (182,813) 
  4,934,594 

 
 Net
 investment in lease 
  1,021,232  
  608,581 

 
 Other
 long-term liabilities 
  -  
  (196,343)

 
 Income
 tax payable 
  (758,719) 
  315,419 

 
 Deferred
 tax liabilities 
  571,510  
  354,017 

 
 Net
 Cash (Used in) Provided by Operating Activities 
  (1,094,839) 
  17,401,915 

 
   
     
    

 
 Cash
 Flows from Investing Activities: 
     
    

 
 Purchases
 of and deposits made for property, plant and equipment 
  (169,168,417) 
  (64,961,231)

 
 Proceeds
 from disposal of property, plant and equipment 
  26,482,746  
  - 

 
 Net
 Cash Used in Investing Activities 
  (142,685,671) 
  (64,961,231)

 
   
     
    

 
 Cash
 Flows from Financing Activities: 
     
    

 
 Net
 proceeds from issuance of ordinary shares/At-the-market offering 
  4,107,662  
  10,177,238 

 
 Net
 proceeds from issuance of convertible debt 
  222,118,088  
  - 

 
 Purchase
 of zero-strike call option in connection with issuance of convertible notes 
  (119,999,983) 
  - 

 
 Payment
 of dividends 
  (800,000) 
  (800,000)

 
 Repayment
 of finance lease liabilities 
  (279,135) 
  - 

 
 Net
 Cash Provided by Financing Activities 
  105,146,632  
  9,377,238 

 
   
     
    

 
 Net
 decrease in cash, cash equivalents and restricted cash 
  (38,633,878) 
  (38,182,078)

 
 Effect
 of exchange rate changes on cash, cash equivalents and restricted cash 
  273,354  
  535,754 

 
 Cash,
 cash equivalents and restricted cash, beginning of period 
  122,213,118  
  98,934,127 

 
 Cash,
 cash equivalents and restricted cash, end of period 
  $83,852,594  
 $61,287,803 

 
   
     
    

 
 Supplemental
 Cash Flow Information 
     
    

 
 Cash
 paid for income taxes, net of refunds 
  $696,909  
  - 

 
   
     
    

 
 Non-cash
 Transactions of Investing and Financing Activities 
     
    

 
 Remeasurement
 of finance lease right-of-use asset and liability 
  $(30,435) 
 - 

 
 Reclassification
 of deposits to property and equipment 
  $6,461,624  
  80,305,941 

 
 Right
 of use assets exchanged for operating lease liabilities 
  $8,144,892  
  1,298,508 

 
 Issuance
 of subsidiary shares to employees in settlement of RSUs 
  $2,397,540  
  - 

 
 Construction
 in progress included in other payables and accrued liabilities 
  $(26,572,117) 
  - 

 

 

Reconciliation
of cash, cash equivalents and restricted cash

 

 
   
 March 31,  
 December 31, 

 
   
 2026  
 2025 

 
 Cash
 and cash equivalents 
 $79,529,572  
 $118,356,299 

 
 Restricted
 cash 
  4,323,022  
  3,856,819 

 
 Cash,
 cash equivalents and restricted cash 
 $83,852,594  
 $122,213,118 

 

 

The
accompanying notes are an integral part of these unaudited consolidated financial statements.

 

 
5

 
 

 

 

BIT
DIGITAL, INC.

NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1.
ORGANIZATION AND PRINCIPAL ACTIVITIES

 

Bit
Digital, Inc. (“BTBT” or the “Company”), is a holding company incorporated on February 17, 2017, under the laws
of the Cayman Islands. The Company is a Strategic Asset Company (SAC) focused on active participation in Ethereum (ETH) infrastructure
while winding down its digital asset mining business. Through our controlling majority equity stake in WhiteFiber Inc. (Nasdaq: WYFI),
the Company also engages in high performance computing (“HPC”) business, including cloud services and HPC data center services.

 

On
August 15, 2024, WhiteFiber, Inc. (f/k/a Celer, Inc.) (“WhiteFiber”) was incorporated to support the Company’s generative
artificial intelligence (“AI”) workstreams. WhiteFiber was 100% owned by the Company until August 6, 2025 when the Contribution
Agreement became effective (See Note 20. Related Parties). 

 

On
August 8, 2025, WhiteFiber completed its initial public offering (“IPO”) of its ordinary shares. Prior to the consummation
of the IPO, the Company entered into a contribution agreement (the “Contribution Agreement”) with WhiteFiber, pursuant to
which the Company contributed (the “Contribution”) its HPC business through the transfer of 100% of the capital shares of
its cloud services subsidiary, WhiteFiber AI, Inc. and its wholly-owned subsidiaries WhiteFiber HPC, Inc., WhiteFiber Canada, Inc., WhiteFiber
Japan G.K. and WhiteFiber Iceland, ehf, to WhiteFiber in exchange for 27,043,749 ordinary shares of WhiteFiber (the “Reorganization”).
Pursuant to the Contribution Agreement, the transfer was accounted for as a common control transaction immediately prior to the IPO.
The Contribution became effective on August 6, 2025, when the registration statement on Form S-1, as amended (File No. 333-288650), of
WhiteFiber was declared effective by the U.S. Securities and Exchange Commission (the “SEC”). WhiteFiber AI became a wholly-owned
subsidiary of WhiteFiber and the Company became the direct shareholder of WhiteFiber after the Reorganization. As of the date of this
Form 10-Q, the Company owns approximately 70.1% of WhiteFiber. (See Note 20. Related Parties)

 

On
November 28, 2025, the Company acquired all the shares of Financière Louis David (“FLD”), a France-based company structured
as a Société par Actions Simplifiée (SAS), is a holding/management company that primarily engages in business consulting
and management advisory activities. FLD is the general partner (associé commandité) of Financière Marjos SCA (“Financière
Marjos” or “FM”), a France-based company listed on the Euronext Paris stock exchange (Euronext: FINM), is a holding
and investment company that creates, acquires, and manages diverse businesses and provides financial and administrative services through
subsidiaries and holdings. FLD holds 15.9% of the shares composing the FM’s share capital. The Company has directly acquired a
further 9.1% of the FM’s share capital from three selling shareholders. As a result of the transactions, the Company holds, directly
and indirectly, a number of shares representing 25% of the shares of the Financière Marjos. Following the acquisition, FLD was
renamed Bit Digital Europe Holding (“BDEH”).

 

 
6

 
 

 

 

The
accompanying unaudited condensed consolidated financial statements reflect the activities of the Company and each of the following entities:

 

 Name   Background   Ownership
 Bit Digital USA, Inc. (“BT USA”)   ● A United States company   100% owned by Bit Digital, Inc.
     ● Incorporated on September 1, 2020    
     ● Engaged in digital asset mining business    
            
 Bit Digital Canada, Inc. (“BT Canada”)   ● A Canadian company   100% owned by Bit Digital, Inc.
     ● Incorporated on February 23, 2021    
     ● Engaged in digital asset mining business    
     ● Dormant and previously engaged in digital asset mining-related business    
            
 Bit Digital Hong Kong Limited (“BT HK”)   ● A Hong Kong company   100% owned by Bit Digital, Inc.
     ● Acquired on April 8, 2020    
     ● Dormant and previously engaged in digital asset mining-related business    
            
 Bit Digital Strategies Limited   ● A Hong Kong company   100% owned by Bit Digital, Inc.
 (“BT Strategies”)   ● Incorporated on June 1, 2021    
     ● Engaged in treasury management activities    
            
 Bit Digital Singapore Pte. Ltd.   ● A Singapore company   100% owned by Bit Digital, Inc.
 (“BT Singapore”)   ● Incorporated on July 1, 2021    
     ● Engaged in digital asset staking activities    
            
 Bit Digital Europe Holding (formerly known as Financière   ● A France company   100% owned by Bit Digital, Inc.
 Louis David (“FLD”))   ● Incorporated on October 18, 2005
 Engaged in business consulting and other management consulting services
    
            
 Financière Marjos SCA (“Financière Marjos” or “FM”)   ● A France company   25% owned by Bit Digital, Inc.
     ● Incorporated on January 1, 2000
 Engaged in investment holding and management company
    
            
 WhiteFiber, Inc. (f/k/a Celer, Inc.)   ● A Cayman Islands exempted company   70.1% owned by Bit Digital, Inc.(1)
 (“WhiteFiber”)   ● Incorporated on August 15, 2024    
     ● Engaged in HPC business    
 
 

 (1) Upon the completion of the WhiteFiber IPO on August 8, 2025, Bit Digital owned approximately 71.5% of the ordinary shares of WhiteFiber. As of March 31, 2026, the ownership percentage has decreased to approximately 70.1% as a result of ordinary shares issued upon conversion of WhiteFiber restricted share units.
 

 

 
7

 
 

 

 

2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis
of presentation and principles of consolidation

 

The
interim unaudited condensed consolidated financial statements are prepared and presented in accordance with accounting principles generally
accepted in the United States (“US GAAP”).

 

The
unaudited condensed consolidated financial information as of March 31, 2026 and for the three months ended March 31, 2026 and 2025 has
been prepared without audit, pursuant to the rules and regulations of the SEC and pursuant to Regulation S-X. Certain information and
footnote disclosures, which are normally included in annual financial statements prepared in accordance with US GAAP, have been omitted
pursuant to those rules and regulations. The unaudited interim financial information should be read in conjunction with the audited financial
statements and the notes thereto, included in the Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC
on March 27, 2026.

 

In
the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments,
which are necessary for a fair presentation of financial results for the interim periods presented. The Company believes that the disclosures
are adequate to make the information presented not misleading. The accompanying unaudited condensed consolidated financial statements
have been prepared using the same accounting policies as used in the preparation of the Company’s consolidated financial statements
for the year ended December 31, 2025. The results of operations for the three months ended March 31, 2026, and 2025 are not necessarily
indicative of the results for the full years.

 

Initial
Public Offering of WhiteFiber

 

On
August 8, 2025, WhiteFiber closed its initial public offering (IPO) of 9,375,000 ordinary shares at a public offering price
of $17.00 per share. The IPO generated aggregate gross proceeds of approximately $159.4 million, before deducting underwriting
discounts, commissions, and offering expenses payable by WhiteFiber. After deducting underwriting discounts, commissions, and other related
offering expenses, net proceeds were approximately $147.4 million. The Underwriters were also granted a 30-day option (“over-allotment
option”) to purchase up to an additional 1,406,250 ordinary shares.

 

On
September 2, 2025, the Underwriters fully exercised their option to purchase the additional 1,406,250 ordinary shares at the
public offering price of $17.00 per share.

 

Following
the IPO (including the underwriters’ exercise of their option to purchase additional ordinary shares), the Company owned approximately 71.5%
of the outstanding ordinary shares of WhiteFiber and continues to consolidate the assets, liabilities, and results of operations of WhiteFiber
in the Company’s consolidated financial statements. The portion of equity interest in WhiteFiber that the Company does not own
is reflected as noncontrolling interest in the Company’s condensed consolidated financial statements.

 

Use
of estimates

 

In
preparing the consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period. These estimates are based on information as of the date
of the consolidated financial statements. Significant estimates required to be made by management include, but are not limited to, the
valuation of digital assets and other current assets, useful lives of property, plant, and equipment, impairment of long-lived assets,
intangible assets and goodwill, valuation of assets and liabilities acquired in business combinations, provision necessary for contingent
liabilities and realization of deferred tax assets. Actual results could differ from those estimates.

 

 
8

 
 

 

 

Fair
value of financial instruments

 

ASC
825-10 requires certain disclosures regarding the fair value of financial instruments. Fair value is defined as the price that would
be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize
the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as
follows:

 

 
  
 ●
 Level
 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 
 

 
  
 ●
 Level
 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market
 prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs
 derived from or corroborated by observable market data.

 
 

 
  
 ●
 Level
 3 - inputs to the valuation methodology are unobservable.

 
 

Fair
value of digital assets is based on Level 1 inputs as these were based on observable quoted prices in the Company’s principal market
for identical assets. The fair value of the Company’s other financial instruments, including cash and cash equivalents, restricted
cash, loans receivable, deposits, accounts receivable, other receivables, accounts payable, and other payables, approximate their fair
values because of the short-term nature of these assets and liabilities. Non-financial assets, such as goodwill, intangible assets, operating
lease right-of-use assets, and property, plant and equipment, are adjusted to fair value when there is an indication of impairment and
the carrying amount exceeds the asset’s projected undiscounted cash flows. These assets are recorded at fair value only upon recognition
of an impairment charge.

 

Fair
value of the Company’s convertible notes payable is estimated using quoted market prices for the notes in markets that are not
considered active, which represent Level 2 measurements within the fair value hierarchy.

 

Fair
value of the embedded conversion feature at issuance of the convertible notes and each reporting period was estimated based on significant
inputs that are observable in the market, which represent Level 3 measurements within the fair value hierarchy.

 

Cash
and cash equivalents

 

Cash
includes cash on hand and demand deposits in accounts maintained with commercial banks. The Company considers all highly liquid investment
instruments with an original maturity of three months or less from the date of purchase to be cash equivalents. 

 

Restricted
cash

 

Restricted
cash represents cash balances that support an outstanding letter of credit to third parties related to security deposits and other purposes
and are restricted from withdrawal.

 

USDC

 

USD
Coin (“USDC”) is accounted for as a financial instrument that can be redeemed one USDC for one U.S. dollar on demand from
the issuer. While not accounted for as cash or cash equivalents, we treat our USDC holdings as a liquidity resource.

 

 
9

 
 

 

 

Accounts receivable, net

 

Accounts
receivable consist of amounts due from our customers. Receivables are recorded at the invoiced amount less current expected credit losses
for any potentially uncollectable accounts under the current expected credit loss (“CECL”) impairment model and presents
the net amount of the financial instrument expected to be collected. The CECL impairment model requires an estimate of expected credit
losses, measured over the contractual life of an instrument, that considers forecasts of future economic conditions in addition to information
about past events and current conditions. In accordance with ASC 326, Measurement of Credit Losses on Financial Instruments (“ASC
326”), the Company evaluates the collectability of outstanding accounts receivable balances to determine current expected credit
losses that reflects its best estimate of the lifetime expected credit losses. Uncollectible accounts are written off against the current
expected credit losses when collection does not appear probable.

 

In determining the amount of the current expected
credit losses, the Company considers historical collection history based on past due status, the current aging of receivables, customer-specific
credit risk factors, including their current financial condition, current market conditions, and probable future economic conditions which
inform adjustments to historical loss patterns. Credit loss expense, inclusive of credit loss expense on all categories of financial assets,
is recorded within General and administrative expenses in the condensed consolidated statements of operations.

 

Digital
assets holdings

 

The
Company’s digital assets primarily include bitcoin, ETH and Liquid Staked ETH (“LsETH”), which are included in current
assets in the accompanying consolidated balance sheets. The Company distinguishes between digital assets which fall within the scope
of ASC 350-60 and those which do not. The Company refers to digital assets which fall within the scope of ASC 350-60 (e.g., bitcoin and
ETH) as “crypto assets.” Digital assets which do not fall within the scope of ASC 350-60, Accounting for and Disclosure
of Crypto Assets, are referred to as “digital intangible assets.”

 

Digital
intangible assets comprised of LsETH that are intangible assets outside the scope of ASC 350-60. A receipt token, in general and by design,
entitles the holder to redeem the crypto intangible asset(s) for which it was exchanged. Therefore, it fails the ‘other goods and
services criterion’ in paragraph 350-60-15-1(b), and thus is outside the scope of Subtopic 350-60. These digital intangible assets
are recorded at cost, less impairment within digital intangible assets on the consolidated balance sheets in accordance with ASC 350-30.
The Company tests digital intangible assets for impairment annually and more frequently if events or changes in circumstances indicate
that it is more likely than not that the asset is impaired. The test for impairment consists of a comparison of the fair value of the
digital intangible assets with their carrying amounts. Refer to Note 6, Digital Assets Holdings for additional information.

 

Digital
assets purchased are recorded at cost and digital assets awarded to the Company through its mining activities and staking activities
are accounted for in accordance with the Company’s revenue recognition policy disclosed below.

 

Effective
January 1, 2024, the Company early adopted ASU 2023-08, which requires entities to measure certain cryptocurrencies at fair value,
with changes in fair value recorded in net income in each reporting period. The Company’s digital assets are within the scope of
ASU 2023-08 and the transition guidance requires a cumulative-effect adjustment as of the beginning of the current fiscal year for any
difference between the carrying amount of the Company’s digital assets and fair value.

 

 
10

 
 

 

 

ASC
820 defines “principal market” as the market with the greatest volume and level of activity for the asset or liability. The
determination of the principal market (and, as a result, the market participants in the principal market) is made from the perspective
of the reporting entity. The digital assets held by the Company are traded on a number of active markets globally. The Company uses both
exchanges and Amber Group’s OTC desk to buy and sell digital assets, including transactions involving U.S. dollars or exchanges
between different types of digital assets. Prior to April 1, 2025, the Company considered CoinMarketCap to be its principal market. Effective
April 1, 2025, the Company determined that Coinbase is its principal market as it provides the most reliable and greatest volume and
level of activity for bitcoin and ETH for which the Company can access. 

 

The
Company recognizes mining revenue by utilizing the spot price of Bitcoin determined using Coinbase at 0:00:00 UTC on the date of contract
inception and staking revenue by utilizing the daily close prices obtained from Coinbase.

 

Purchases
of digital assets by the Company and digital assets awarded to the Company through its mining activities and staking activities are included
within operating activities on the accompanying consolidated statements of cash flows. The changes of digital assets are included within
operating activities in the accompanying consolidated statements of cash flows. After adopting ASU 2023-08, changes in fair value and
realized gains or losses are now reported as “gains (losses) on digital assets” in the consolidated statements of operations.
Prior to this adoption, realized gains or losses were reported as “realized gains (losses) on exchange of digital assets”
in the consolidated statements of operations. The Company accounts for its gains or losses in accordance with the first-in first-out
method of accounting.

 

Deposits for
property, plant, and equipment

 

The
deposits for property, plant, and equipment (“PP&E”) represented advance payments for purchases of miner, high performance
computing equipment and other equipment used in our colocation services. The Company initially recognizes deposits for PP&E when
cash is advanced to our suppliers. Subsequently, the Company derecognizes and reclassifies deposits for PP&E to PP&E when control
is transferred to and obtained by the Company.

 

Below
is the roll forward of the balance of deposits for PP&E for the three months ended March 31, 2026 and for the year ended December
31, 2025 respectively.

 

 
   
 March 31,  
 December 31, 

 
   
 2026  
 2025 

 
 Opening
 balance 
 $52,838,419  
 $39,059,707 

 
 Reclassification
 to PP&E 
  (6,461,624) 
  (138,571,528)

 
 Addition
 of deposits for PP&E 
  21,607,000  
  152,350,240 

 
 Ending
 balance 
 $67,983,795  
 $52,838,419 

 

 

 
11

 
 

 

 

Property,
plant, and equipment, net

 

Property,
plant, and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets
or declining-balance method. Direct costs related to developing or obtaining software for internal use are capitalized as property, plant,
and equipment. Capitalized software costs are amortized over the software’s useful life when the software is placed in service.
The estimated useful lives by asset category are:

 

 
   
 Estimated
 
 Useful 
 Life

 
 Digital
 asset miners 
 3 years

 
 Cloud
 service equipment 
 5 years

 
 Colocation
 service equipment 
 10 to 15 years

 
 Building 
 30 years

 
 Leasehold
 improvements 
 15 years

 
 Purchased
 and internally developed software 
 1-5 years

 
 Vehicle 
 5 years

 
 Other
 property and equipment 
 20% to 30%

 

 

Effective
January 1, 2025, we changed our estimate of the useful lives for our cloud service equipment from three to five years. The change was
made to better reflect the expected usage patterns and economic benefits of the assets.

 

Impairment
of long-lived assets

 

Management
reviews long-lived assets, including finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison
of the carrying amount of an asset to undiscounted future cash flows expected to be generated by the asset. If such assets are considered
to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair
value of the assets.

 

Goodwill

 

Goodwill
represents the excess of the purchase price over the fair value of the net assets acquired in a business combination. Goodwill is not
subject to amortization, and instead, assessed for impairment annually at the end of each fiscal year, or more frequently when events
or changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying
amount in accordance with ASC 350 - Intangibles -Goodwill and Other.

 

The
impairment assessment involves an option to first assess qualitative factors to determine whether events or circumstances exist that
lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If
the qualitative assessment is not performed, or after assessing the totality of the events or circumstances, we determine it is more
likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative assessment for potential impairment
is performed.

 

The
quantitative goodwill impairment test is performed by comparing the fair value of the reporting unit with its carrying amount, including
goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not impaired. An impairment loss is recognized
for any excess of the carrying amount of the reporting unit over its fair value up to the amount of goodwill allocated to the reporting
unit.

 

 
12

 
 

 

 

Finite-lived
intangible assets 

 

Intangible
assets are recorded at cost less any accumulated amortization and any accumulated impairment losses. Intangible assets acquired through
business combinations are measured at fair value at the acquisition date.

 

Intangible
assets with finite lives are comprised of customer relationships and are amortized on straight-line basis over their estimated useful
lives. The Company assesses the appropriateness of finite-lived classification at least annually. Additionally, the carrying value and
remaining useful lives of finite-lived assets are reviewed annually to identify any circumstances that may indicate potential impairment
or the need for a revision to the amortization period. A finite-lived intangible asset is considered to be impaired if its carrying value
exceeds the estimated future undiscounted cash flows expected to be generated from it. We apply judgment in selecting the assumptions
used in the estimated future undiscounted cash flow analysis. Impairment is measured by the amount that the carrying value exceeds fair
value. The useful lives of customer relationships is 19 years.

 

Business
combinations

 

The
Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805 - Business Combinations,
by recognizing the identifiable tangible and intangible assets acquired and liabilities assumed, measured at the acquisition date fair
value. The determination of fair value involves assumptions, estimates, and judgments. The initial allocation of the purchase price is
considered preliminary and therefore subject to change until the end of the measurement period (up to one year from the acquisition date).
Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net assets acquired.

 

Acquisition-related
expenses are recognized separately from the business combination and are expensed as incurred.

 

Investment
securities

 

As
of March 31, 2026 and December 31, 2025, investment securities represent the Company’s investments in three funds, a privately
held company via a simple agreement for future equity (“SAFE”), four privately held companies, and a publicly traded company
over which the Company neither has control nor significant influence through investments in ordinary shares or preferred shares.

 

Investment
in equity method investee

 

In
accordance with ASC 323, Investments - Equity Method and Joint Ventures, the Company accounts for the investment in
one privately held company using equity method, because the Company has significant influence but does not own a majority equity interest
or otherwise control over the equity investee.

 

Under
the equity method, the Company initially records its investment at cost and prospectively recognizes its proportionate share of each
equity investee’s net income or loss into its consolidated statements of operations. When the Company’s share of losses in
the equity investee equals or exceeds its interest in the equity investee, the Company does not recognize further losses, unless the
Company has incurred obligations or made payments or guarantees on behalf of the equity investee.

 

The
Company continually reviews its investment in the equity investee to determine whether a decline in fair value below the carrying value
is other-than-temporary. The primary factors the Company considers in its determination include the financial condition, operating performance
and the prospects of the equity investee; other company specific information such as recent financing rounds; the geographic region,
market and industry in which the equity investee operates; and the length of time that the fair value of the investment is below its
carrying value. If the decline in fair value is deemed to be other-than-temporary, the carrying value of the equity investee is written
down to fair value.

 

Investment
in funds

 

Equity
securities not accounted for using the equity method are carried at fair value with unrealized gains and losses recorded in the consolidated
income statements, according to ASC 321, Investments - Equity Securities. As a practical expedient, the Company uses Net
Asset Value (“NAV”) or its equivalent to measure the fair value of the investment