Bit Digital, Inc 20-F for FY2021

Bit Digital, Inc (BTBT)

20-F 2022-04-15 For: 2021-12-31

Added on April 11, 2026

About this 20-F

Bit Digital, Inc filed this 20-F on April 15, 2022, covering the fiscal year ended December 31, 2021 (FY2021).

Headline figures

Fiscal year ended December 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $96.08M; up 356.1% from $21.07M a year earlier
Net income: $4.86M; compared with a net loss of $1.91M a year earlier
Diluted EPS: $0.08; compared with -$0.06 a year earlier

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Title of Each Class		Name of Each Exchange on Which Registered
Ordinary shares, par value US$0.01 per share		Nasdaq Capital Market

		Page
PART I
Item 1.	Identity of Directors, Senior Management and Advisers	1
Item 2.	Offer Statistics and Expected Timetable	2
Item 3.	Key Information	2
Item 4.	Information on The Company	43
Item 4A.	Unresolved Staff Comments	68
Item 5.	Operating and Financial Review and Prospects	68
Item 6.	Directors, Senior Management and Employees	80
Item 7.	Major Shareholders and Related Party Transactions	87
Item 8.	Financial Information	87
Item 9.	The Offer and Listing	87
Item 10.	Additional Information	88
Item 11.	Quantitative and Qualitative Disclosures About Market Risk	101
Item 12.	Description of Securities Other Than Equity Securities	102
	PART II
Item 13.	Defaults, Dividend Arrearages and Delinquencies	102
Item 14.	Material Modifications to The Rights of Security Holders and Use of Proceeds	102
Item 15.	Controls and Procedures	102
Item 16.	[Reserved]	104
Item 16A.	Audit Committee Financial Expert	104
Item 16B.	Code of Ethics	104
Item 16C.	Principal Accountant Fees and Services	104
Item 16D.	Exemptions from The Listing Standards for Audit Committees	105
Item 16E.	Purchases of Equity Securities by The Issuer and Affiliated Purchasers	105
Item 16F.	Change in Registrant’s Certifying Accountant	105
Item 16G.	Corporate Governance	105
Item 16H.	Mine Safety Disclosure	105
Item 16I	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	105
	PART III
Item 17.	Financial Statements	F-1

Item 18.	Exhibits	106

	For the Years Ended December 31,
	2021			2020			2019
Revenue from digital asset mining	$	96,078,570		$	21,065,113		$	-

Operating cost and expenses
Cost of revenues (exclusive of depreciation and amortization shown below)		(30,739,776	)		(14,104,628	)		-
Depreciation and amortization expenses		(13,113,964	)		(3,324,655	)		-
General and administrative expenses		(39,154,204	)		(2,515,117	)		(1,993,325	)
Total operating expenses		(83,007,944	)		(19,944,400	)		(1,993,325	)

Income (Loss) from Operations		13,070,626			1,120,713			(1,993,325	)

Realized gain on exchange of digital assets		7,738,557			805,557			-
Impairment of digital assets		(9,045,007	)
Loss from disposal of property and equipment		(3,746,247	)
Other income (expenses)		702,414			(1,924	)		-
Total other (expenses) income, net		(4,350,283	)		803,633			-


Income (loss) from continuing operations before income taxes		8,720,343			1,924,346			(1,993,325	)

Income tax expenses		(3,856,341	)		-			-
Net income (loss) from continuing operations		4,864,002			1,924,346			(1,993,325	)

Net loss from discontinued operations		-			(3,834,683	)		(7,682,866	)
Net Income (loss)	$	4,864,002		$	(1,910,337	)	$	(9,676,191	)

Other comprehensive income (loss)
Foreign currency translation adjustment		-			-			(75,120	)
Reclassified to net loss from discontinued operations, net of tax		-			100,185			-
Comprehensive income (loss)	$	4,864,002		$	(1,810,152	)	$	(9,751,312	)

Weighted average number of ordinary share outstanding
Basic		55,440,527			30,591,122			15,197,815
Diluted		57,529,895			30,591,122			15,197,815
Income (loss) per share
Basic	$	0.09		$	(0.06	)	$	(0.62	)
Diluted	$	0.08		$	(0.06	)	$	(0.62	)

	December 31, 2021		December 31, 2020
Cash and cash equivalents	$	42,398,528	$	405,133
Digital assets	$	51,112,146	$	6,293,922
Total Current Assets	$	96,561,290	$	8,719,429
Total Assets	$	179,917,981	$	39,893,549
Total Liabilities	$	8,274,254	$	1,893,974
Total Bit Digital, Inc.’s Shareholders’ Equity	$	171,643,727	$	37,999,575
Total Liabilities and Equity	$	179,917,981	$	39,893,549

	●	we are not required to provide as many Exchange Act reports, or as frequently, as a domestic public company;

	●	for interim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic public companies;

	●	we are not required to provide the same level of disclosure on certain issues, such as executive compensation;

	●	we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;

	●	we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;

	●	we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;

	●	we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; and

	●	Our insiders are not required to comply with Section 16 of the Exchange Act requiring such individuals, and entities to file public reports of their share ownership and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction.

Model	Owned as of December 31, 2021
MicroBT Whatsminer M21S		16,296
MicroBT Whatsminer M20S		3,690
Bitmain Antminer S17		3,641
MicroBT Whatsminer M10		1,938
Bitmain Antminer T3		769
Bitmain Antminer S19 Pro		605
Bitmain Antminer S17+		500
MicroBT Whatsminer M30S		261
Bitmain Antminer T17+		44
Total number of bitcoin miners		27,744
Innosilicon A10 series ETH miners		731
Total miners		28,475

	Number of bitcoins ⁽¹⁾			Amount ⁽²⁾

Balance at December 31, 2020		262.62		$	6,237,917
Receipt of BTC from mining services and investment income		2,067.19			96,188,197
Sales of and payments made in BTC		(1,521.58	)		(66,153,851	)
Realized gain on sale of BTC		-			7,738,557
Impairment of BTC		-			(8,985,662	)
Balance at December 31, 2021		808.23		$	35,025,158

	For the Years Ended December 31,						Variance in
	2021			2020			Amount
Revenue from digital assets mining	$	96,078,570		$	21,065,113		$	75,013,457

Cost and operating expenses
Cost of revenues (exclusive of depreciation and amortization shown below)		(30,739,776	)		(14,104,628	)		(16,635,148	)
Depreciation and amortization expenses		(13,113,964	)		(3,324,655	)		(9,789,309	)
General and administrative expenses		(39,154,204	)		(2,515,117	)		(36,639,087	)
Total operating expenses		(83,007,944	)		(19,944,400	)		(63,063,544	)

Income from operations		13,070,626			1,120,713			11,949,913

Other income (expenses)
Realized gain on exchange of digital assets		7,738,557			805,557			6,933,000
Impairment of digital assets		(9,045,007	)		-			(9,045,007	)
Loss from disposal of property and equipment		(3,746,247	)		-			(3,746,247	)
Other income (expenses)		702,414			(1,924	)		704,338
Total income (expenses), net		(4,350,283	)		803,633			(5,153,916	)

Income before income taxes		8,720,343			1,924,346			6,795,997

Income tax expenses		(3,856,341	)		-			(3,856,341	)
Net income from continuing operations		4,864,002			1,924,346			2,939,656

Net loss from discontinued operations		-			(3,834,683	)		3,834,683
Net income (loss)	$	4,864,002		$	(1,910,337	)	$	6,774,339

	For the Years Ended December 31,						Variance in
	2020			2019			Amount
Revenue from digital assets mining	$	21,065,113		$	-		$	21,065,113

Cost and operating expenses
Cost of revenues (exclusive of depreciation and amortization shown below)		(14,104,628	)		-			(14,104,628	)
Depreciation and amortization expenses		(3,324,655	)		-			(3,324,655	)
General and administrative expenses		(2,515,117	)		(1,993,325	)		(2,515,117	)
Total operating expenses		(19,944,400	)		(1,993,325	)		(17,951,075	)

Income (Loss) from operations		1,120,713			(1,993,325	)		3,114,038

Other income (expenses)
Realized gain on exchange of digital assets		805,557			-			805,557
Interest income		41			-			41
Other income (expenses)		(1,965	)		-			(1,965	)
Total expenses, net		803,633			-			803,633

Income (Loss) before income taxes		1,924,346			(1,993,325	)		3,917,671

Income tax expenses		-			-			-
Net income (loss) from continuing operations		1,924,346			(1,993,325	)		3,917,671

Net loss from discontinued operations		(3,834,683	)		(7,682,866	)		3,848,183
Net income (loss)	$	(1,910,337	)	$	(9,676,191	)	$	7,765,854

Directors	Age		Position/Title
Zhaohui Deng		53	Chairman of Board of Directors
Bryan Bullett		50	Chief Executive Officer
Erke Huang		33	Chief Financial Officer and Director
Sam Tabar		48	Chief Strategy Officer
Ichi Shih		51	Independent Director
Yan Xiong		57	Independent Director
Brock Pierce		42	Independent Director

Name and Principal Position	Year		Salary		Cash Bonus		Stock Awards			Stock Based Comp ⁽⁵⁾		Non-Equity Incentive Plan Comp		Paid Deferred Comp Earnings		All Other Comp		Total
Bryan Bullett, CEO⁽¹⁾		2021	$	93,750	$	567,021		160,765	⁽²⁾	$	2,132,290	$	-	$	-	$	-	$	2,793,061
Erke Huang,		2021	$	64,000	$	1,120,000		440,000		$	3,502,400	$	-	$	-	$	-	$	4,686,400
CFO and Director⁽³⁾		2020	$	80,000	$	-		-		$	-	$	-	$	-	$	-	$	80,000
Sam Tabar, CSO⁽⁴⁾		2021	$	93,750	$	567,021		160,765	⁽²⁾	$	2,132,290		-		-		-	$	2,793,061

	●	evaluates the independence and performance of, and assesses the qualifications of, our independent auditor, and engages such independent auditor;

	●	approves the plan and fees for the annual audit, quarterly reviews, tax and other audit-related services, and approves in advance any non-audit service to be provided by the independent auditor;

	●	monitors the independence of the independent auditor and the rotation of partners of the independent auditor on our engagement team as required by law;

	●	reviews the financial statements to be included in our Annual Report on Form 20-F and Current Reports on Form 6-K and reviews with management and the independent auditors the results of the annual audit and reviews of our quarterly financial statements;

	●	oversees all aspects our systems of internal accounting control and corporate governance functions on behalf of the board;

	●	reviews and approves in advance any proposed related-party transactions and report to the full Board on any approved transactions; and

	●	provides oversight assistance in connection with legal, ethical and risk management compliance programs established by management and the Board, including Sarbanes-Oxley Act implementation, and makes recommendations to the Board regarding corporate governance issues and policy decisions.

	●	convening shareholders’ annual and extraordinary general meetings;

	●	declaring dividends and distributions;

	●	appointing officers and determining the term of the officers;

	●	exercising the borrowing powers of our company and mortgaging the property of our company; and

	●	approving the transfer of shares in our company, including the registration of such shares in our share register.

Name of Beneficial Owners⁽¹⁾	Ordinary Shares Beneficially Owned⁽²⁾
	Number			Voting Securities %
Directors and Officers:
Erke Huang		740,000	⁽³⁾		12.5	%⁽⁴⁾
Zhaohui Deng		700,000	⁽³⁾		28.4	%⁽⁴⁾
Yan Xiong		—			—
Ichi Shih		10,000	⁽⁵⁾		*
Brock Pierce		20,000	⁽⁶⁾		*
Bryan Bullett		175,765	⁽⁷⁾		*
Sam Tabar		175,765	⁽⁷⁾		*
All directors and officers as a group (seven individuals)		1,821,530			41.3	%
5% shareholders:
Wise Gain Investment Industries Limited⁽⁸⁾ Coastal Building, Wickham’s Cay II, P.O. Box 2221, Road Town, Tortola B.V.I.		6,276,700			8.	6%
Armistice Capital, LLC⁽⁹⁾, 510 Madison Avenue, 7^th Floor, New York, NY 10022		4,215,852			5.8	%
Invesco Ltd.⁽¹⁰⁾ 1555 Peachtree Street, N.E., Atlanta, Georgia 30309		3,975,386			5.4	%

⁽¹⁾	Unless otherwise noted, the business address of each of the following entities or individuals is c/o Bit Digital, Inc., 33 Irving Place, New York, New York 10003.
⁽²⁾	Applicable percentage of voting securities prior to the date of this report is based on 73,073,960 ordinary shares outstanding and one million preference shares, each with fifty (50) votes, or an aggregate of 123,073,960 voting securities as of April 6, 2022, together with securities exercisable or convertible into ordinary shares within sixty (60) days as of such date for each shareholder.
⁽³⁾	Erke Huang and Zhaohui Deng are the beneficial owners of 300,000 and 700,000 Ordinary Shares, respectively, issuable upon the conversion of 1,000,000 Preference Shares owned by Geney Development Limited (“GDI”), a BVI entity, located at 4^th Floor Waters Edge Building, Meridian Plaza, Road Town, Tortola VG1110, British Virgin Islands. Following shareholder approval at the 2020 Annual General Meeting (the “AGM”), 1,000,000 Ordinary Shares owned by GDI were exchanged by the Company for 1,000,000 Preference Shares upon the filing of the Amended and Restated Articles of Association (the “AOA”) in the Cayman Islands on or about April 30, 2021. The AOA provides that (i) all Preference Shares are convertible into Ordinary Shares on a one-for-one basis and (ii) for all Company matters requiring the vote of Members by a poll or by proxy, each Preference Share shall carry the equivalent number of votes as 50 Ordinary Shares, or an aggregate of 50,000,000 votes, which are equal to approximately 68.4% of the 73,073,960 issued and outstanding shares as of April 6, 2022 or approximately 40.6% of the Voting Securities, including the Preference Shares.
⁽⁴⁾	The 300,000 preference shares beneficially owned by Mr. Huang carry 15 million votes and the 700,000 preference shares owned by Mr. Deng carry 35 million votes.
⁽⁵⁾	Represents 10,000 ordinary shares issuable under restricted stock units (“RSUs”) granted and vested in October 2021.
⁽⁶⁾	Represents 20,000 ordinary shares issuable under RSUs granted and vested pursuant to the Director Agreement under which Mr. Pierce is serving.
⁽⁷⁾	Of these shares, 15,000 are issuable to each of Mr. Bullett and Mr. Tabar upon exercise of RSUs awarded under a Consulting Services Agreement dated February 1, 2021 with Wellington Park Inc.; 120,765 are issuable to each of Mr. Bullett and Mr. Tabar upon exchange of RSUs awarded under their respective employment agreements entered into, each effective as of March 31, 2021 and the remaining 40,000 shares were issued upon exchange of RSUs awarded pursuant to Board of Directors’ resolutions adopted on July 29, 2021. The RSUs were awarded under the Company’s 2021 Omnibus Equity Incentive Plan approved by the Company’s shareholders at the 2020 AGM. The initial 135,765 shares issued to both Mr. Bullett and Mr. Tabar vest in twenty-four (24) equal monthly installments commencing in February 2021. The most recent 40,000 RSUs (as exchanged for Ordinary Shares) issued to each of Messrs. Bullett and Tabar were fully vested upon award.
⁽⁸⁾	Pursuant to a Schedule 13G filed with the SEC on June 22, 2021, Mr. Kenneth Vin Zorro has voting and disposition power over the shares held by such entity.
⁽⁹⁾	Pursuant to a Schedule 13G filed with the SEC on February 14, 2022, Armistice Capital, LLC (“Armistice Capital”) is the investment manager of Armistice Capital Master Fund Ltd. (the “Master Fund”), the direct holder of the shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investing power over the securities of the Company held by the Master Fund and thus may be deemed to beneficially own the securities of the Company held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Company held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Company directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital.
⁽¹⁰⁾	Pursuant to a Schedule 13G filed with the SEC on February 11, 2022, Invesco Capital Management LLC, a subsidiary of Invesco Ltd., acquired the shares on behalf of the parent company, Invesco Ltd. Such schedule was signed by Robert R. Leveille, Global Head of Compliance.

	●	Foreign Currency Administration Rules of 1996, as amended; and

	●	Administrative Rules of the Settlement, Sale and Payment of Foreign Exchange of 1996.

	●	Lack of a functional internal audit department or personnel that monitors the consistencies of the preventive internal control procedures and, as a result, the Company may not be able to discover the existence of problems and prevent the problematic behavior in internal control;

	●	Lack of well-structured IT general control policies and procedures for documentation of program changes, periodic transaction log reviews; control quality evaluations, backup restoration tests and centralized anti-virus detections, which may result in failure to accurately collect operational data to prepare the financial statements;

	Year Ended December 31, 2021		Year Ended December 31, 2020		Year Ended December 31, 2019

Audit fees⁽¹⁾	$	190,000	$	120,000	$	85,000
Audit related fees⁽²⁾		50,940		-		-
Tax fees⁽³⁾		-		-		-
All other fees⁽⁴⁾		-		-		-
Total	$	240,940	$	120,000	$	85,000

Reports of Independent Public Accounting Firms (PCAOB ID # 3487)	F-2
Audited Consolidated Financial Statements
Consolidated Balance Sheets as of December 31, 2021 and 2020	F-4
Consolidated Statement of Operations and Comprehensive Income (Loss) for the years ended December 31, 2021, 2020 and 2019	F-5
Consolidated Statements of Shareholders’ Equity for the year ended December 31, 2021, 2020 and 2019	F-6
Consolidated Statements of Cash Flows for the year ended December 31, 2021, 2020 and 2019	F-7
Notes to Consolidated Financial Statements	F-8

	December 31,			December 31,
	2021			2020
ASSETS
Current Assets
Cash and cash equivalents	$	42,398,528		$	405,133
Digital assets		51,112,146			6,293,922
Other current assets		3,050,616			2,020,374
Total Current Assets		96,561,290			8,719,429

Investment security		1,000,000			-
Deposits for property and equipment		43,094,881			1,324,963
Property and equipment, net		32,489,158			29,849,157
Deferred tax assets		58,081			-
Other noncurrent assets		6,714,571			-
Total Assets	$	179,917,981		$	39,893,549

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	2,608,899		$	1,365,716
Due to related parties		-			336,722
Income tax payable		559,774			-
Other payables and accrued liabilities		1,875,933			191,536
Total Current Liabilities		5,044,606			1,893,974

Deferred tax liabilities		462,372			-
Long-term income tax payable		2,767,276			-

Total Liabilities		8,274,254			1,893,974

Commitments and Contingencies

Shareholders’ Equity
Preferred shares, $0.01 par value, 10,000,000 and nil shares authorized, 1,000,000 and nil shares issued and outstanding of December 31, 2021 and 2020, respectively		9,050,000			-
Ordinary shares, $0.01 par value, 340,000,000 and 50,000,000 shares authorized, 69,591,389 and 48,043,788 shares issued and outstanding of December 31, 2021 and 2020, respectively		695,914			480,438
Treasury stock, at cost, 115,514 shares in 2021 and nil shares in 2020		(1,094,859	)		-
Additional paid-in capital		182,869,159			53,219,626
Accumulated deficit		(19,876,487	)		(15,700,489	)
Total Shareholders’ Equity		171,643,727			37,999,575
Total Liabilities and Shareholders’ Equity	$	179,917,981		$	39,893,549

																			Retained earnings						Accumulated
														Shares			Additional		(accumulated deficit)						Other			Non-			Total
	Preferred Shares				Common Shares						Treasury			Subscription			paid-in		Statutory						comprehensive			controlling			stockholders’
	Shares		Amount		Shares			Par Value			Stocks			Receivables			capital		reserves			Unrestricted			loss			interest			equity
Balance, December 31, 2018		-		-		14,899,185		$	148,992		$	-		$	(45,457	)	$	15,855,220	$	6,189		$	(4,319,902	)	$	(33,947	)	$	467,156			12,078,251
Issuance of over-allotment ordinary shares		-		-		500,000			5,000			-			-			1,755,000		-			-			-			-			1,760,000
Net loss		-		-		-			-			-			-			-		-			(9,470,250	)		-			(205,941	)		(9,676,191	)
Foreign currency translation		-		-		-			-			-			-			-		-			-			(66,238	)		(8,882	)		(75,120	)
Balance, December 31, 2019		-		-		15,399,185		$	153,992		$	-		$	(45,457	)	$	17,610,220	$	6,189		$	(13,790,152	)	$	(100,185	)	$	252,333		$	4,086,940
Issuance of ordinary shares to pursuant to certain private placements		-		-		28,000,000			280,000			-			-			19,520,000		-			-			-			-			19,800,000
Issuance of ordinary shares to in exchange of bitcoin miners		-		-		4,344,603			43,446			-			-			15,423,341		-			-			-			-			15,466,787
Issuance of ordinary shares to service consultants		-		-		300,000			3,000			-			-			453,000		-			-			-			-			456,000
Disposition of peer-to-peer lending business and the car rental business		-		-		-			-			-			45,457			213,065		(6,189	)		-			-			(252,333	)		-
Net loss		-		-		-			-			-			-			-		-			(1,910,337	)		-			-			(1,910,337	)
Reclassified to net loss from discontinued operations, net of tax		-		-		-			-			-			-			-		-			-			100,185			-			100,185
Balance, December 31, 2020		-		-		48,043,788		$	480,438		$	-		$	-		$	53,219,626	$	-		$	(15,700,489	)	$	-		$	-		$	37,999,575
Issuance of ordinary shares pursuant to certain private placements		-		-		13,752,810			137,528			-			-			71,200,206		-			-			-			-			71,337,734
Issuance of ordinary shares pursuant to conversion of convertible notes		-		-		279,662			2,797			-			-			1,277,203		-			-			-			-			1,280,000
Issuance of ordinary shares pursuant to direct offerings		-		-		6,197,194			61,972			-			-			34,193,028		-			-			-			-			34,255,000
Share based compensation in connection with issuance of ordinary shares		-		-		180,232			1,802			-			-			1,444,296		-			-			-			-			1,446,098
Issuance of ordinary shares in connection with share-based compensation		-		-		2,253,217			22,532			-			-			20,438,786		-			-			-			-			20,461,318
Exchange of ordinary share into preferred share		1,000,000		9,050,000		(1,000,000	)		(10,000	)		-			-			-		-			(9,040,000	)		-			-			-
Withholding of ordinary shares for payment of employee withholding taxes		-		-		(115,514	)		(1,155	)		(1,094,859	)		-			1,096,014		-			-			-			-			-
Net income		-		-		-			-			-			-			-		-			4,864,002			-			-			4,864,002
Balance, December 31, 2021		1,000,000		9,050,000		69,591,389		$	695,914		$	(1,094,859	)	$	-		$	182,869,159	$	-		$	(19,876,487	)	$	-		$	-		$	171,643,727

Name	Background	Ownership
Bit Digital USA, Inc. (“BT USA”)	● A United States company ● Incorporated on September 1, 2020 ● Engaged in bitcoin mining business	100% owned by Bit Digital, Inc.
Bit Digital Canada, Inc. (“BT Canada”)	● A Canadian company ● Incorporated on February 23, 2021 ● Engaged in bitcoin mining business	100% owned by Bit Digital, Inc.
Bit Digital Hong Kong Limited (“BT HK”)	● A Hong Kong company ● Acquired on April 8, 2020 ● Engaged in bitcoin mining business	100% owned by Bit Digital, Inc.
Bit Digital Strategies Limited (“BT Strategy”)	● A Hong Kong company ● Incorporated on June 1, 2021 ● Engaged in treasury management activities	100% owned by Bit Digital, Inc.
Bit Digital Singapore PTE. LTD. (“BT Singapore”)	● A Singapore company ● Incorporated on July 1, 2021 ● Engaged in treasury management activities	100% owned by Bit Digital, Inc.
Golden Bull USA, Inc. (“Golden Bull USA”) (Disposed on March 16, 2022)	● A United States company ● Incorporated on June 3, 2019 ● Inactive	100% owned by Bit Digital, Inc.

	●	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.

	December 31, 2021			December 31, 2020

Opening balance	$	6,237,917		$	-
Receipt of bitcoins from mining services		96,078,570			21,065,113
Receipt of bitcoins from investment of WBTC		109,627			-
Sales of bitcoins in exchange of cash		(5,706,790	)		(15,534,982	)
Payment of BTC as deposits on property and equipment		(13,226,077	)		-
Payment of BTC for utility charges in mining facilities		(24,335,680	)		-
Payment of BTC for other expenses		(735,863	)		-
Exchange of BTC into USDT and USDC		(22,247,212	)		-
Collection of bitcoins from a third party (Note 4)		97,771			(97,771	)
Realized gain on sale of digital assets		7,738,557			805,557
Impairment of bitcoins		(8,985,662	)		-
Ending balance	$	35,025,158		$	6,237,917

	December 31, 2021		December 31, 2020

Deposits (a)	$	2,981,684	$	1,909,800
Due from third parties (b)		-		97,771
Office rental deposit		41,793		-
Others		27,139		12,803
Total	$	3,050,616	$	2,020,374

	December 31, 2021			December 31, 2020

Miners for Bitcoin	$	33,268,859		$	33,173,812
Miners for ETH		5,829,019			-
Less: accumulated depreciation		(6,608,720	)		(3,324,655	)
Property and equipment, net	$	32,489,158		$	29,849,157

	Number of RSUs			Weighted average grant date fair value

Awarded and unvested as of January 1, 2021		-		$	-
Granted		2,426,293		$	9.18
Vested		(2,247,617	)	$	8.82
Awarded and unvested as of December 31, 2021		178,676		$	13.76
Expected to vest as of December 31, 2022		167,365		$	13.68

	As of October 4, 2021

Volatility		192.85	%
Stock price		7.59
Expected life of the warrants to convert		3.81
Risk free rate		0.97	%
Dividend yield		0.0	%

	For the Years Ended December 31,
	2021		2020			2019
Net income (loss)	$	4,864,002	$	(1,910,337	)	$	(9,676,191	)
Weighted average number of ordinary share outstanding
Basic		55,440,527		30,591,122			15,197,815
Diluted		57,529,895		30,591,122			15,197,815
Income (loss) per share
Basic	$	0.09	$	(0.06	)	$	(0.62	)
Diluted	$	0.08	$	(0.06	)	$	(0.62	)

Exhibit No.		Description
1.1		Certificate of Incorporation, as amended ⁽¹¹⁾
1.2		Amended and Restated Memorandum of Association ⁽¹⁰⁾
1.3		Amended and Restated Articles of Association ⁽¹⁰⁾
1.4		Director’s Certificate dated April 20, 2021 Creating Preference Shares ⁽¹⁴⁾
4.1		Share Purchase Agreement dated September 8, 2020 by and between the Registrant and Sharp Whale Limited ⁽¹⁾
4.2		Form of Securities Purchase Agreement dated as of May 2020 for July 6, 2020 financing ⁽³⁾
4.3		Form of Asset Purchase Agreement dated November 2020 by and between the Registrant and the Buyers who are signatories ⁽⁴⁾
4.4		Form of Registration Rights Agreement dated January 11, 2021 by and between the Company and Ionic Ventures, LLC ⁽⁶⁾
4.5		2021 Omnibus Equity Incentive Plan with Form of Restricted Stock Award ⁽⁷⁾
4.6		Amended and Restated Purchase Agreement dated as of July 30, 2021 by and between the Company and Ionic Ventures, LLC ⁽¹¹⁾
4.7		Share Exchange Agreement by and between the Company and Geney Development ⁽¹²⁾
4.8		2021 Second Omnibus Equity Incentive Plan with form of Restricted Stock Award ⁽¹³⁾
4.9		Form of Warrant under Securities Purchase Agreement dated as of September 29, 2021 ⁽¹⁶⁾
4.10		Form of Registration Rights Agreement dated September 29, 2021 ⁽¹⁶⁾
4.11		Form of Securities Purchase Agreement dated September 29, 2021 ⁽¹⁶⁾
4.12		Employment Agreement dated as of October 28, 2019 by and between the Registrant and Erke Huang ⁽²⁾
4.13		Director Agreement dated as of October 30, 2019 by and between the Registrant and Erke Huang ⁽²⁾
4.14		Independent Director Agreement dated as of April 20, 2020 by and between the Registrant and Yan Xiong ⁽⁹⁾
4.15		Independent Director Agreement dated as of September 7, 2020 by and between the Registrant and Ichi Shih ⁽¹⁾
4.16		Independent Director Agreement dated as of September 7, 2020 by and between the Registrant and Zhaohui (misstated as Chao Hui) Deng ⁽¹⁾
4.17		Mining Service Agreement made as of August 25, 2021 by and between Bit Digital USA, Inc. and Blockfusion USA, Inc. ⁽¹⁷⁾
4.18		Non-Fixed Price Sales and Purchase Agreement between Bitmain Technologies Limited and Bit Digital USA, Inc. ⁽¹⁸⁾
4.19		Form of Asset Purchase Agreement dated March 28, 2022, for the purchase of bitcoin miners*
4.20		Director Agreement dated as of October 18, 2021 with Percival Services, LLC for the services of Brock Pierce*
8.1		List of subsidiaries of the Registrant*
11.1		Code of Business Conduct and Ethics ⁽¹⁹⁾
12.1		CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
12.2		CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
13.1		CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
13.2		CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
101.		INSXBRL Instance Document *
101.		SCHXBRL Taxonomy Extension Schema Document *
101.		CALXBRL Taxonomy Extension Calculation Linkbase Document *
101.		DEFXBRL Taxonomy Extension Definition Linkbase Document *
101.LAB		XBRL Taxonomy Extension Label Linkbase Document *
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document *

(1)	Incorporated by reference to the Registrant’s Form 6-K for September 2020 filed on September 14, 2020.
(2)	Incorporated by reference to the Registrant’s Form 6-K for September 2020 filed on October 31, 2019.
(3)	Incorporated by reference to the Registrant’s Form 6-K for May 2020 filed on May 28, 2020.
(3)	Incorporated by reference to the Registrant’s Form 6-K for November 2020 filed on November 10, 2020.
(5)	Incorporated by reference to the Registrant’s Form 6-K filed for December 2020 on December 31,2020.
(6)	Incorporated by reference to the Registrant’s Form 6-K for January 2021 filed on January 12, 2021.
(7)	Incorporated by reference to the Registrant’s Form 6-K for May 2021 filed on May 18, 2021.
(8)	Incorporated by reference to the Registrant’s Form 20-F for the year ended December 31, 2019 filed on July 29, 2020.
(9)	Incorporated by reference to the Registrant’s Form 6-K for April 2020 filed on April 24, 2020.
(10)	Incorporated by reference to the Registrant’s Form F-1 Registration Statement filed on March 10, 2021.
(11)	Incorporated by reference to the Registrant’s Form F-3 Registration Statement filed on August 30, 2021.
(12)	Incorporated by reference to the Registrant’s Form 6-K for May 2021 filed on May 27, 2021.
(13)	Incorporated by reference to the Registrant’s Form 6-K for August 2021 filed on August 16, 2021.
(14)	Incorporated by reference to the Registrant’s Form 6-K for May 2021 filed on May 18, 2021.
(15)	Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed on June 11, 2021.
(16)	Incorporated by reference to the Registrant’s Form 6-K for September 2021 filed on September 30, 2021.
(17)	Incorporated by reference to the Registrant’s Form 6-K for August 2021 filed on August 31, 2021.
(18)	Incorporated by reference to the Registrant’s Form 6-K for October 2021 filed on October 18, 2021.
(19)	Incorporated by reference to the Registrant’s Form 20-F for the year ended December 31, 2017 filed on April 30,2018.

	/s/ Bryan Bullett
	Name:	Bryan Bullett
New York, New York	Title:	Chief Executive Officer