比特数字美股招股说明书(2025-10-01版)

Bit Digital, Inc.4.00% Convertible Senior Notes due 2030Convertible into ordinary shares We are offering $135,000,000 principal amount of our4.00% Convertible Senior Notes due 2030 (the “notes”). The notes willbear interest at a rate of 4.00% per year, payable semiannually in arrears on April 1 and October 1 of each year, beginning on April 1,2026. The notes will mature on October 1, 2030, unless earlier converted, redeemed or repurchased. Holders may convert their notes at their option prior to the close of business on the second scheduled trading day immediatelypreceding the maturity date. Upon conversion, we will pay or deliver, as the case may be, cash, ordinary shares, or a combination ofcash and ordinary shares, at our election, as described in this prospectus supplement. The conversion rate will initially be 240.3846 ordinary shares per $1,000 principal amount of notes (equivalent to an initialconversion price of $4.16 per ordinary share). The conversion rate will be subject to adjustment in some events but will not be adjustedfor any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or followingour delivery of a notice of optional redemption, we will, in certain circumstances, increase the conversion rate for a holder who electsto convert its notes in connection with such a corporate event or convert its notes called (or deemed called) for redemption inconnection with such notice of optional redemption, as the case may be. We will also increase the conversion rate for a holder whoelects to convert its notes during the period from, and including, the date that is six months after the last date of original issuance of thenotes until the close of business on the business day immediately preceding September 15, 2028 (other than a conversion in connectionwith a make-whole fundamental change). We may redeem for cash all or any part of the notes, at our option, on or after October 6, 2028 and prior to the 31st scheduledtrading day immediately preceding the maturity date, if the last reported sale price of our ordinary shares has been at least 130% of theconversion price for the notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive tradingday period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date onwhich we provide notice of optional redemption at a redemption price equal to 100% of the principal amount of the notes to beredeemed, plus accrued and unpaid interest to, but excluding, the redemption date. We refer to the redemption at our option on or afterOctober 6, 2028 as an “optional redemption” in this prospectus supplement. No sinking fund is provided for the notes. On October 1, 2028, holders will have the right to require us to repurchase for cash all or part of their notes at a repurchaseprice equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the putdate. If we undergo a fundamental change, subject to certain conditions and a limited exception described in this prospectussupplement, holders may require us to repurchase for cash all or part of their notes at a repurchase price equal to 100% of the principalamount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The notes will be our general senior unsecured obligations and will rank senior in right of payment to all of our indebtednessthat is expressly subordinated in right of payment to the notes, will rank equal in right of payment with all of our liabilities that are notso subordinated, will rank effectively junior to any of our future secured indebtedness to the extent of the value of the assets securingsuch indebtedness and will rank structurally junior to all indebtedness and other liabilities (including trade payables) of oursubsidiaries. We do not intend to apply to list the notes on any securities exchange or any automated dealer quotation system. Our ordinaryshares are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “BTBT.” On September 29, 2025, the last reported saleprice of our ordinary shares on Nasdaq was $3.20. 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. Investing in the notes involves a high degree of risk. Please read “Risk Factors” beginning on page S-8 of thisprospectus supplement, on page 4 of the accompanying prospectus and in the documents incorporated by reference into thisprospectus supplement and the accompanying prospectus, including our annual report on Form