BIT DIGITAL, INC.
33 Irving Place
New York, NY 10003
February 3, 2022
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attention: Tonya K. Aldave
| Re: | Bit Digital, Inc. Form F-3 Registration Statement File No. 333-258330 |
Dear Ms. Aldave:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Bit Digital, Inc. (the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form F-3 be accelerated by the U.S. Securities and Exchange Commission (the “Commission”) to 4:00 p.m. (EST) on February 7, 2022, or as soon thereafter as possible.
In connection with the foregoing request for acceleration of effectiveness, the Company hereby acknowledges the following:
| · | should the Commission or its staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| · | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| · | the Company may not assert staff comments or the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
| BIT DIGITAL, INC. | |
| /s/ Bryan Bullett | |
| By: Bryan Bullett, Chief Executive Officer |
