比特数字美股招股说明书(2025-07-14版)

PROSPECTUS SUPPLEMENT(to Prospectus dated June 20, 2025) Our ordinary shares are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “BTBT.” On July 11, 2025, the lastreported sale price of our ordinary shares on Nasdaq was $3.33. We are a “smaller reporting company” under applicable Securities and Exchange Commission, or the SEC, rules and, as such, have elected to comply with certain reduced public company disclosure requirements for this prospectus supplement. See “ProspectusSupplement Summary—Smaller Reporting Company” on page S-2 of this prospectus supplement for more information. this prospectus supplement, on page4 of the accompanying prospectus and in the documents incorporated by reference intothis prospectus supplement and the accompanying prospectus. We have engaged B. Riley Securities, Inc. (the “placement agent”), as our exclusive placement agent in connection with thisregistered direct offering. The Placement Agent is not purchasing the securities offered by us on behalf of any investors in theregistered direct offering and is not required to sell any specific number or dollar amount of securities, but will assist us in connectionwith such offering on a reasonable best efforts basis. As part of this offering, the placement agent and/or its affiliates may purchase Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined ifthis prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a PERSHARETOTALOffering price$$ (1)We have also agreed to pay the placement agent a fee equal to% of the gross proceeds raised in the offering. See thesection captioned “Plan of Distribution” in this prospectus supplement for additional information. Delivery of the ordinary shares is expected to be made on or about ABOUT THIS PROSPECTUS SUPPLEMENT prospectus or in any other subsequently filed document that is also incorporated by reference into this prospectus modifies orsupersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to In making an investment decision, prospective investors must rely on their own examination of us and the terms of theoffering, including the merits and risks involved. Prospective investors should not construe anything in this prospectus as legal,business or tax advice. Each prospective investor should consult its own advisors as needed to make its investment decision and todetermine whether it is legally permitted to purchase the securities under applicable laws and regulations. any other information that others may give you.This prospectus supplement, the accompanying base prospectus and any related free writing prospectus do not constitute anoffer to sell, or a solicitation of an offer to purchase, the securities offered hereby in any jurisdiction to or from any person to whom or accompanying base prospectus and any related free writing prospectus, nor any distribution of securities pursuant to this prospectussupplement or the accompanying base prospectus shall, under any circumstances, create any implication that there has been no changein our business, financial condition, results of operations and prospects since the date of this prospectus supplement or theaccompanying base prospectus. herein, and any free writing prospectus that we have authorized for use in connection with this offering, in their entirety before makingan investment decision. You should also read and consider the information in the documents to which we have referred you in thesection of the prospectus supplement entitled “Incorporation of Certain Information by Reference” and in the sections of theaccompanying base prospectus entitled “Where You Can Find More Information; Incorporation by Reference.” For investors outside the UnitedStates: we and the placement agent have not done anything that would permit this offering orpossession or distribution of this prospectus supplement, the accompanying base prospectus and in any free writing prospectus that wehave authorized for use in connection with this offering in any jurisdiction where action for that purpose is required, other than in theUnitedStates. Persons outside the UnitedStates who come into possession of this prospectus supplement, the accompanying baseprospectus and any free writing prospectus that we have authorized for use in connection with this offering must inform themselvesabout, and observe any restrictions relating to, the offering of the ordinary shares and the distribution of this prospectus supplement,the accompanying base prospectus and any company free writing prospectus that we have authorized for use in connection with thisoffering outside the UnitedStates. indicates. We currently conduct our business through Bit Digital Strategies Limited, a Hong Kong company; Bit Digital Singapore Pte.Ltd., a Singapore company; Bit Digital U.S.A. Inc