United States securities and exchange commission logo
November 3, 2021
Bryan Bullett
Chief Executive Officer
Bit Digital, Inc.
33 Irving Place
New York, NY 10003
Re: Bit Digital, Inc.
Amendment No. 2 to
Registration
Statement on Form F-3
Filed October 20,
2021
File No. 333-258330
Dear Mr. Bullett:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
September 29, 2021 letter.
Amendment No. 2 to Registration Statement on Form F-3
Cover page
1. Please expand your
disclosure on the prospectus cover page to provide a description of
how cash is transferred
through your organization. State whether any transfers, dividends,
or distributions have
been made to date.
2. Please remove the
disclosure on the cover page that recent statements and regulatory
actions by China's
government "are not expected to result in an adverse impact on [y]our
corporate structure
going forward or have a material change in [y]our operations and/or
the value of [y]our
securities or significantly limit or completely hinder [y]our ability to
Bryan Bullett
Bit Digital, Inc.
November 3, 2021
Page 2
offer or continue to offer securities to investors or cause the value
of such securities to
significantly decline or be worthless," and that you "do not believe
such developments
will adversely impact the Company s ability to conduct its business,
accept foreign
investments, or continued listing on Nasdaq or decrease the value of
[y]our securities
and/or significantly limit or completely hinder [y]our ability to
offer or continue to offer
our securities to investors." Your cover page should highlight the
risks posed by having
been a China-based issuer and by your previous and current operations
in China. In this
regard, we note your disclosure on pages 15 to 20.
Prospectus Summary, page 1
3. We note your responses to our prior comments 1 and 2 and reissue in
part. On page 1,
you continue to state that you currently conduct your business through
your "operating
entities in China." In addition, on page 2 you disclose that your
operations in China
include "the deployment of [your] crypto assets by Bit Digital
Strategies Limited." If you
continue to have operating subsidiaries in China, please explain why
they are not depicted
in the diagram on page 2. Additionally, if applicable, please provide
a separately
captioned section in the Prospectus Summary explaining your current
corporate
structure, and clearly describe the operations of your operating
entities in China and
include cross references to relevant risk factors. Also, revise for
consistency with your
disclosure on page 2 where you state that you have no subsidiaries in
mainland China.
Finally, please clarify your current business operations in Hong Kong,
and disclose
whether your business operations in Hong Kong will continue given that
all of your
mining operations are conducted in the United States and Canada.
4. We note your disclosure on page 2 that no permissions have been
requested from the
CSRC or the CAC. Please disclose the consequences if such permissions
should have
been requested and obtained. In addition, revise your disclosure on
page 2 to address the
fact that there is pending legislation that would reduce the number of
consecutive non-
inspection years required for triggering prohibitions under the HFCA
Act from three years
to two years.
Our Company, page 3
5. Please describe the "security interest in the miners and other
equipment" that you granted
to Compute North. In addition, we note that the term of your agreement
with Compute
North is for the remainder of any Equipment Term. Please disclose the
remainder of your
current Equipment Terms.
6. Refer to your response to comment 5. Please disclose whether your
custodians store all
digital assets you own, including stablecoins, or explain in sufficient
detail how you store
FirstName LastNameBryan Bullett
such stablecoins. In addition, state whether you hold any insurance for
your digital assets,
Comapany
and, NameBit Digital,
if so, provide Inc.description of the insurance. In this
regard, we note your
a brief
disclosure
November 3, 2021onPage
page2 7 that you are actively seeking insurance for your
digital assets.
FirstName LastName
Bryan Bullett
FirstName
Bit Digital,LastNameBryan Bullett
Inc.
Comapany 3,
November NameBit
2021 Digital, Inc.
November
Page 3 3, 2021 Page 3
FirstName LastName
Currency Transactions, page 7
7. We note your disclosure that you exchange bitcoins for USDT or USDC.
Please disclose
the risks associated with such digital assets, including the risk of
volatility of the digital
assets and the risk that such digital assets could be deemed
securities under the U.S.
federal securities laws. Please describe your internal processes for
how you determine
whether the digital assets you hold are securities within the meaning
of the U.S. federal
securities laws and clarify that such processes are risk based
assessments and are not a
legal standard or binding on regulators. Please also tell us whether
you have any plans to
hold any other types of digital assets in the future, and, if so and
if known, identify such
digital assets, and describe how you would make a determination of
whether to hold other
types of digital assets.
8. Please disclose why you hold digital assets other than Bitcoin.
Please contact Tonya K. Aldave at (202) 551-3601 or Sonia Bednarowski at
(202) 551-
3666 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Finance
cc: Elliot H. Lutzker, Esq.