United States securities and exchange commission logo
February 22, 2023
Erke Huang
Chief Financial Officer
Bit Digital, Inc.
33 Irving Place
New York, NY 10003
Re: Bit Digital, Inc.
Form 20-F Filed
April 15, 2022
Form 6-K Filed
December 7, 2022
Response dated
November 28, 2022
File No. 001-38421
Dear Erke Huang:
We have reviewed your November 28, 2022 response to our comment
letter 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
September 22, 2022 letter.
Form 6-K Filed December 7, 2022
Exhibit 99.1 Bit Digital press release dated December 7, 2022
Consolidated Statements of Cash Flows, page 22
1. We note you present the
purchase of digital assets (USDC) as an investing activity.
Please tell us how you
considered the guidance in ASC 230 in determining to present this
activity as an
investing activity.
6. Property and Equipment, Net, page 31
2. We note your disclosure
that you can no longer use any of your ETH miners to mine ETH.
Please tell how you
determined the carrying amount of your ETH miners was recoverable
at September 30, 2022
and no impairment was required. Specifically tell us how you
Erke Huang
FirstName
Bit Digital,LastNameErke Huang
Inc.
Comapany22,
February NameBit
2023 Digital, Inc.
February
Page 2 22, 2023 Page 2
FirstName LastName
considered the guidance in ASC 360.
Form 20-F Filed April 15, 2022
Hosting Agreements, page 50
3. Please refer to comments 3 and 5. To the extent that profit-sharing,
variable performance
fees or any other similar costs paid to hosting facilities are
significant individually or in
total, please revise future filings to quantify the amounts and
provide additional disclosure
regarding how the costs are determined to allow an investor to more
clearly understand
underlying trends and variability in your cost of revenue.
4. Please refer to comments 4 and 6. Please revise your summary of
significant accounting
policies in future filings to clarify, if true, that all costs related
to hosting agreements are
presented in cost of revenue.
Cost of Revenue, page 74
5. Please refer to comment 9. We note the significant variability in cost
of revenue during
2022, 2021 and 2020. In order to provide the information that is
necessary for an investor
to understand your results of operations, please tell us and revise
future filings to quantify
the main components of cost of revenue for each period presented and
discuss the
underlying drivers in the variability of the these costs of revenue
and related trends. Refer
to Items 5.A and 5.D of Form 20-F.
Item 15. Controls and Procedures, page 102
6. We note your response to comment 12 and re-issue the comment in part.
Please tell us
and revise future filings to discuss the estimated time remaining to
complete each
remediation action disclosed. Please also confirm that you will
include the information
provided in your prior response in future filings.
Digital Assets, page F-10
7. Please refer to comment 18. It appears that your pre January 1, 2022
policy to measure
impairment based on the prices of digital assets on the reporting date
is not consistent with
the guidance in ASC 350. Please tell us how you considered if your
misapplication of
this accounting policy was an error, if the error was material to your
financial statements
prior to January 1, 2022 considering the guidance in SAB Topic 1M, and
whether
financial statement restatements and an amendment to your Form 20-F
were warranted.
Please ensure your provided materiality analysis includes both
quantitative and
qualitative considerations.
Digital asset mining, page F-12
8. Please refer to comments 1 and 21. We note that you generated revenue
from several pool
operators during 2021 and 2020, including Huobi, Poolin, and Antpool.
Please quantify
Erke Huang
Bit Digital, Inc.
February 22, 2023
Page 3
for us the amount of mining pool fees charged to you during each
period and tell us the
nature of those fees. Also, please tell us how you presented these
fees in your income
statement, detail the accounting guidance you considered in making
your determination
and revise future filings to disclose your policy.
9. We note your disclosure that the fair value of the digital assets
award received is
determined using the quoted price of the related digital assets at the
time of receipt, which
is not materially different than the fair value at contract inception.
Please tell us all the
facts and circumstances and the relevant accounting guidance you
considered in
determining each contract inception including explaining when
and how often the
criteria in paragraph ASC 606-10-25-1 is met to have a new contract.
Also, explain the
typical amount of time between contract inception and the time
of receipt and how you
determined that the fair value between these two times was not
materially different.
Lastly, please clarify if you recognize revenue when you receive
confirmation of the
consideration you will receive or when you actually receive it and
explain the typical
amount of time between these two times. Please revise future filings
as necessary to
ensure your accounting policies are clear related to these areas.
General
10. Please refer to comment 2. Please confirm that you will include the
information provided
in your responses in future filings.
You may contact William Schroeder at 202-551-3294 or Michael Volley at
202-551-
3437 with any questions.
FirstName LastNameErke Huang Sincerely,
Comapany NameBit Digital, Inc.
Division of
Corporation Finance
February 22, 2023 Page 3 Office of
Crypto Assets
FirstName LastName