Bit Digital, Inc 6-K, filed Oct 15, 2024
Bit Digital, Inc (BTBT)
About this 6-K
Bit Digital, Inc filed this 6-K on October 15, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of October 2024
Commission File Number 001-38421
BIT DIGITAL, INC.
(Translation of registrant’s name into English)
31 Hudson Yards, Floor 11, New York, NY 10001
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Explanatory Paragraph
On October 14, 2024, Bit Digital, Inc. (Nasdaq: BTBT) (“Bit Digital” or the “Company”) announced that it has acquired Enovum Data Centers (“Enovum”), an owner, operator, and developer of high-performance computing (“HPC”) datacenters, for a total consideration of approximately CAD $62.8 million (approximately USD $46MM).
Exhibit Index
A copy of an investor presentation related to the Enovum acquisition, dated October 14, 2024 (the “Investor Presentation”) and a press release announcing the Enovum acquisition, dated October 14, 2024 and titled “Bit Digital, Inc. Vertically Integrates, Acquiring Tier-3 HPC Datacenter Company; 280+ MW Pipeline in Major Metropolitan Areas” are being furnished as Exhibits 99.1 and 99.2 with this Report on Form 6-K.
| Exhibit No. | Name | |
| 99.1 | Investor Presentation | |
| 99.2 | Press Release titled “Bit Digital, Inc. Vertically Integrates, Acquiring Tier-3 HPC Datacenter Company; 280+ MW Pipeline in Major Metropolitan Areas” |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
Bit Digital, Inc. | ||
| (Registrant) | ||
| Date: October 14, 2024 | By: | /s/ Samir Tabar |
| Name: | Samir Tabar | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
Transformative acquisition of Enovum Data Centers vertically integrates Bit Digital’s AI / HPC infrastructure offerings October 14, 2024
Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks, uncertainties and forward - looking statements described under “Risk Factors” in Item 3.D of our Annual Report on Form 20 - F for the fiscal year ended December 31, 2023. If any material risk was to occur, our business, financial condition or results of operations would likely suffer. In that event, the value of our securities could decline, and you could lose part or all of your investment. The risks and uncertainties we describe are not the only ones facing us. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. In addition, our past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results in the future. Future changes in the network - wide mining difficulty rate or digital asset hash rate may also materially affect the future performance of Bit Digital’s production of digital assets. See “Safe Harbor Statement” below. Safe Harbor Statement: This presentation may contain certain “forward - looking statements” relating to the business of Bit Digital, Inc. (the “Company”), and its subsidiaries. All statements, other than statements of historical fact included herein are “forward - looking statements.” These forward - looking statements are often identified by the use of forward - looking terminology such as “believes,” “expects,” or similar expressions, involving known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in these forward - looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Investors should not place undue reliance on these forward - looking statements, which speak only as of the date of this presentation. The Company’s actual results could differ materially from those anticipated in these forward - looking statements as a result of a variety of factors, including those discussed in the Company’s periodic reports that are filed with the Securities and Exchange Commission and available on its website at http://www.sec.gov. All forward - looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward - looking statements. Investor Notice 2
Bit Digital Acquires Enovum Tier 3 Data Center Platform Total purchase consideration $46.0 million USD, adding 4 MW of AI / HPC data center capacity today, with an additional 33 MW under exclusive LOI and a total expansion pipeline of 280+ MW x Price: $46.0 million USD (cash) x Operational MW: 4 MW (fully leased) x Expansion Pipeline: 288 MW Transaction Overview Transaction Rationale • High ROI business from high - margin colocation and enables on demand computing services • Complements existing GPU - as - a - Service business segment by providing integrated an offering of GPUs and data center services which is more attractive to clients • Capture margins at all levels of a vertically integrated value chain and removes supplier dependency • Brings a highly experienced, proven team representing a significant step in AI / HPC buildout plan • ~$2 million annual revenue per MW with attractive, accretive 70 – 80% gross margins • Balances business volatility and improves balance strength as data center contracts are financeable • Flagship data center, Montreal 1 (“MTL1”), is 100% leased with 4 MW under contract and boasts high density racks and power redundancy to accommodate next - generation AI / HPC GPUs • Expansion plans underway for sites under LOI with 33 MW of total capacity 3
AI / HPC Data Center MW Online 4 MW Total Pipeline 1 280+ MW The New Bit Digital Bridging Digital Infrastructure and Assets GPU Cloud GPU Contract Value 2 $275M Bitcoin Mining & ETH Staking # of ETH 3 27,389 Mining Fleet 3 2.43 EH/s Distinct and established business lines across three high - value markets, providing unparalleled operating flexibility and driving shareholder value 1. Defined as MW under exclusive LOI, non - exclusive LOI, pending due diligence, or in active discussions 2. Company press release as of June 25, 2024 3. Active hash rate and ETH balance as of September 30, 2024 4
MTL1 Data Center Overview MTL1 Site Overview x Prime metropolitan location in heart of Montreal, Canada x ~65,000 sq. ft. of facility space x Fully powered by sustainable, hydroelectric power x Leased through 2036 with two 5 - year extension options x Tier 3 equivalent with 2N electrical distribution x Unparalleled smart hands capabilities x High density server racks to accommodate generative artificial intelligence workloads 5
MTL1 Data Center Key Features x 2N diesel generator redundancy provides 2x the IT load capacity x 2 days of fuel kept onsite x Supply agreement for unlimited resupplies. Suppliers’ service level agreement is to supply within 4 hours x HVAC backup onsite for cooling redundancy x Montreal’s geographic location is an optimal location for natural cooling x 2N redundant power distribution system x A and B independent power distribution paths available x Allows for maintenance on entire system without disrupting operations x Full fault tolerance with 2N UPS onsite x 2x capacity requirement to provide uninterrupted service to customers MTL1 is designed as a true tier 3 data center, with multiple layers of redundancy and unparalleled uptime 2N Electrical Architecture 2N Diesel Generators 2N UPS N+1 Cooling 6
Acquisition Diversifies Existing Business Lines and Customers MTL1 Customers by Industry AI / GPU Cloud: 91% VFX: 5% Cloud: 2% Enterprise: 2% Operational Highlights x High - density server racks capable of offering solutions for a wide range of uses from data - intensive applications to scalable cloud services x Currently operating over 5,000+ GPUs including NVIDIA H200s and H100s x Pure colocation for AI / HPC x Average 30 - month contract term remaining x 4 – 12 - year contract term anticipated for customers expansion facilities x Diversified client base with 13 customers across a variety of end markets x Energy optimization through AI and predictive modeling 7
Customer Contract Term 4 – 12 years 2 – 5 years Annual Revenue per MW $2 million 1 dependent on location $14 – 19 million 2 Gross Margins 70 – 80% 65 – 75% Capex per MW ~$8.0 million $26 – 30 million 3 Financing Equity and Debt Equity and Debt Illustrative Economics Colocation & On Demand Computing ($ in USD) 1. Inclusive of energy expense 2. Assumes $2.00 - $2.75 per GPU hour for illustrative purposes 3. Assumes GPU capacity is 100% owned AI/HPC Colocation GPU - as - a - Service Enterprises, GPU compute providers Well funded startups, Enterprises The Enovum acquisition unlocks capital allocation optionality across our GPU - as - a - service and AI/HPC businesses, while maximizing growth potential and generating synergies 8
4 33 60 75 120 Current Exclusive LOI Non - Exclusive LOI Pending Due Dilligence Under Review 8 20 ~48 4 12 32 Potential for 80+ 4Q26 Existing Capacity Incremental Capacity Platform Expansion Roadmap 288 MW Pipeline Letters of Intent cover 90+ MWs, with a below market, average buildout cost of $8.0 million USD per MW Data Center Expansion (MW Capacity) Pipeline Breakout (MW Capacity) 2 9 Current 2Q25 4Q25 1. Assumes adequate access to financing options and sufficient equipment lead time 2. Represents capacity for future site expansion. Sites under exclusive/non - exclusive LOI are with respective landlords/sellers. 1
Integration Considerations Bit Digital + Enovum Sustainable Operational Synergies x Management platform already built out – no additional G&A required to complete expansion sites currently in progress x Leverage Enovum platform across a large portfolio of sites x Opportunity for revenue synergies from Remote Hand services for GPU customers hosted at Enovum Multi - dimensional Value Creation x BTBT’s strong balance sheet will help finance Enovum’s in - progress expansion sites x Bit Digital AI GPU customers could be collocated in future Enovum sites, creating cost synergies from the elimination of a third - party hosting intermediary x Option to introduce on - demand computing services through vertically integrated GPU / data center offering x Data center financing offers more favorable terms and increased availability compared to BTC mining 1 2 10
Enovum Management Team • Brings more than 20 years experience in the data center and managed hosting industry • Founder of Netelligent Hosting Services, the first high density capable data center in Canada Billy Krassakopoulos CEO, Enovum • Over 15 years of experience in high - availability hosting specializing in AI / HPC • Former experience IT Director at Cyberlogic and network administrator at Infrastructure Manager at Bitfarms and GloboTech Communications • Previously worked at Image et Technologie where he worked on supercomputers for MILA and McGill University David Bayle Chief Technology Officer, Enovum • Extensive knowledge in financial reporting, accounting and business advisory • Formerly served as Senior Manager at EY in Montreal and Manager at Nexia Friedman Roberto D’Errico CFO, Enovum • Responsible for Enovum’s growth strategy • Formerly Director of Corporate Finance at BMO Financial Group • Specialized in knowledge - based industries / technology Simon Hamelin - Choquette CSCO, Enovum Enovum brings an experienced development team to lead Bit Digital expansion into data centers 11
Expansion Strategies The Enovum team’s experience and unique market opportunity provide Bit Digital with a robust platform for significant expansion and growth Development Pipeline 90+ MW under exclusive or non - exclusive letters of intent with significant near - term actionability Target Criteria Actively targeting sub 20 MW sites with partial infrastructure in place and proximity to metro areas to reduce per MW buildout cost and allow for high speed to market “Modular” Build Strategy Allows for capital flexibility and diversification Sustainability Expansion sites are majority sustainable energy with special consideration paid to sites with existing heat recycling capabilities to garner government support Lease/Purchase Structure Lease agreements and outright purchase agreements are being negotiated in parallel for all expansion sites Customer Demand Growing demand from new and existing customers for HPC colocation services 12
Select Comparable Company Analysis The acquisition enhances Bit Digital’s exposure to the rapidly expanding HPC infrastructure segment, adding significant growth and multiple expansion potential • Pure - play digital asset miners • Includes: MARA; CLSK; RIOT; BITF Digital Asset Miners • Digital asset miners with AI / HPC operations • Includes: CORZ; WULF; IREN; NB2 Hybrid Miners • Pure - play tier 3 data center owners and operators • Includes: DLR; EQIX; DBRG; IRM Tier 3 Data Centers Source: CapIQ, Company Filings. Market data as of 10/7/24 close. Enterprise Value adjusted for latest publicly disclosed digital currency balances and 10/7/24 digital currency pricing. 5.6x 9.1x 21.9x 4.1x 6.0x 8.0x 21.6x Comparable Companies – EV / 2025E EBITDA Average Median 13
31 Hudson Yards, Floor 11 New York, NY 10001 +1 212 463 5121 IR@bit - digital.com
Exhibit 99.2
Bit Digital, Inc. Vertically Integrates, Acquiring Tier 3 HPC Datacenter Company; 280+ MW Pipeline in Major Metropolitan Areas
NEW YORK, October 14, 2024 /PRNewswire/ -- Bit Digital, Inc. (Nasdaq: BTBT) (“Bit Digital” or the “Company”), a sustainable platform for digital assets and artificial intelligence (“AI”) infrastructure headquartered in New York, announced today that it has acquired Enovum Data Centers (“Enovum”), an owner, operator, and developer of high-performance computing (“HPC”) datacenters, for a total consideration of approximately CAD $62.8 million (approximately USD $46MM). This transaction vertically integrates Bit Digital’s HPC operations with an existing, fully operational and fully leased Tier 3 datacenter in a major city; provides a strong diversity of existing and prospective colocation customers; delivers a strong pipeline of expansion site opportunities and an experienced team to lead the development processes; and enables Bit Digital to offer new service offerings such as colocation and on-demand computing to complement its existing GPU offerings.
Transaction Overview: Bit Digital has acquired Enovum for a total consideration of CAD $62.8MM (approximately USD $46MM based on a CAD/USD exchange rate of 0.73). The acquisition was completed on a debt-free, cash-free basis, with a normalized level of working capital acquired, funded by approximately CAD $56 million of cash and approximately 1.62 million share equivalents issued solely to key management who rolled-over a significant portion of their existing ownership in Enovum. The transaction closed on October 11, 2024.
Strategic Rationale: The addition of Enovum vertically integrates Bit Digital’s HPC business into the colocation services sector of the value chain. This creates the potential for significant synergies, as Bit Digital may capture additional margin from HPC customers, versus hosting them with third party datacenters. Additionally, it enhances Bit Digital’s competitive positioning in the marketplace, enabling the Company to offer an integrated GPU cloud solution to customers. Finally, Bit Digital will enjoy greater operating flexibility by colocating its owned GPU inventory in Enovum datacenters, offering capacity to customers on a just-in-time basis – an important differentiator in a marketplace where time-to-market is paramount.
Expansion Pipeline: Enovum has a proprietary development pipeline of 288 MW, including 93MW that are currently under LOI with respective landlords. All sites are in major metropolitan areas and in general will be designed to accommodate direct-to-chip liquid cooling. Immediate term plans include bringing approximately 8MW online by the end of 2Q 2025 for approximately USD $50MM of capex. The Company expects run-rate, colocation EBITDA for the Enovum business to exit 2Q25 at approximately USD $13MM based on that development schedule. Bit Digital may also place its own GPUs at those sites, which could significantly increase EBITDA per MW. The Company is tentatively planning to bring an additional 20MW online by year-end 2025. However, development plans will be contingent on firm customer demand and financing options.
Financing Alternatives: Bit Digital has engaged an investment banking firm to pursue debt financing alternatives to expand Bit Digital’s capital resources to fund both Enovum’s expansion capex, as well as procurement of GPU servers for Bit Digital’s existing cloud business. The Enovum acquisition has been structured to optimize tax outcomes and provide for a potential future REIT (Real Estate Investment Trust) election.
Enovum Overview: Enovum, headquartered in Montreal, Canada, is an owner, operator, and developer of HPC datacenters that commenced operations in 2020. Enovum currently operates a 4MW Tier 3 datacenter in Montreal that is powered by renewable hydroelectricity. The site, which is leased through 2036 with two five-year extension options, features 2N UPS and 2N generators with N+1 redundant cooling design. The site is currently fully leased to more than a dozen colocation customers and is expected to generate approximately CAD $10MM of revenue in 2025. Enovum already has strong demand from both existing and new customers for colocation capacity in new capacity to be brought online.
Experienced Team: Bit Digital will retain key employees from Enovum as part of its purchase agreement to ensure operational continuity of the existing site and development of the expansion pipeline. These employees possess decades of collective experience in managing and developing Tier 3 data centers and fill a key gap in Bit Digital’s capabilities.
Management Commentary: Sam Tabar, Bit Digital’s CEO, commented: “We are thrilled to announce a transformational acquisition for Bit Digital. This transaction is the culmination of many months of due diligence and negotiation. Vertical integration on the HPC side has been a priority for Bit Digital and we believe we were able to achieve this goal at an attractive price. For a similar cost to ground-up development, we acquired an operational 4MW facility and a key time value advantage vs. greenfield development; a fully leased site already generating several million dollars of EBITDA; a diverse set of existing customers and firm book for future capacity; and a strong pipeline of future sites with an experienced team to lead the development process.”
Tabar continued: “One of our key criteria for acquiring an HPC site was proximity to a major metropolitan area. The existing site in Montreal and near-term expansions sites are all located in Tier-1 cities. We continue to see major value in having datacenter assets adjacent to highly populous areas as they present the most value for inference models where latency is a primary concern. Following this acquisition and contemplating our expansion program, we believe Bit Digital will be well positioned to accommodate inference workloads. In tandem with the buildout of our datacenter footprint, we will continue to invest in our GPU-as-a-service business, with the two units coalescing to establish a formidable player in the HPC industry.”
Advisors: B. Riley Securities is acting as exclusive financial advisor to Bit Digital, Inc. and Davies Ward Phillips & Vineberg LLP and White & Case LLP are acting as legal advisors.
Conference Call: The Company will host a conference call to discuss the acquisition on Tuesday, October 15th, 2024, at 9AM ET. To register for the webcast, please click: here. Additionally, participants can join the conference call by dialing 1- 800-289-0459 (passcode: 632269). An accompanying investor presentation can be found on the investor relations page bit-digital.com.
About Enovum
Enovum is a high-performance computing data center operator headquartered in Montreal, Canada. Enovum operates a Tier 3 datacenter in Montreal that currently has 4MW of capacity. The company also has a pipeline of development sites of more than 280MW, including over 90MW currently under LOI. Enovum has an experienced team that has proven to be able to build state-of-the-art datacenters and source high-value customers to fill that capacity.
About Bit Digital
Bit Digital, Inc. is a sustainable platform for digital assets and artificial intelligence (“AI”) infrastructure headquartered in New York City. Our bitcoin mining operations are located in the US, Canada, and Iceland. The Company has established a business line, Bit Digital AI, that offers infrastructure services for artificial intelligence applications. For additional information, please contact ir@bit-digital.com or visit our website at www.bit-digital.com.
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Investor Notice
Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks, uncertainties and forward-looking statements described under “Risk Factors” in Item 3.D of our most recent Annual Report on Form 20-F for the fiscal year ended December 31, 2023. If any material risk was to occur, our business, financial condition or results of operations would likely suffer. In that event, the value of our securities could decline and you could lose part or all of your investment. The risks and uncertainties we describe are not the only ones facing us. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. In addition, our past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results in the future. Future changes in the network-wide mining difficulty rate or bitcoin hash rate may also materially affect the future performance of Bit Digital’s production of bitcoin. Actual operating results will vary depending on many factors including network difficulty rate, total hash rate of the network, the operations of our facilities, the status of our miners, and other factors.
Safe Harbor Statement
This press release may contain certain “forward-looking statements” relating to the business of Bit Digital, Inc., and its subsidiary companies. All statements, other than statements of historical fact included herein are “forward-looking statements.” These forward-looking statements are often identified by the use of forward-looking terminology such as “believes,” “expects,” or similar expressions, involving known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company’s periodic reports that are filed with the Securities and Exchange Commission and available on its website at http://www.sec.gov. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.
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