比特数字 2025年度报告

FORM10-K ☒ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2025 ☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from __________ to __________ Commission file number:001-38421 BIT DIGITAL, INC.(Exact name of registrant as specified in its charter) Cayman Islands98-1606989(State or other jurisdiction of(I.R.S. Employer Company or organization)Identification No.) Registrant’s telephone number:(212) 463-5121 Securities registered under Section 12(b) of the Exchange Act: Securities registered under Section 12(g) of the Exchange Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by its registered publicaccounting firm that provided or issued its audit report.☒YES☐NO If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ State the aggregate market value of the voting and non-voting 278,429,911 ordinary shares held by non-affiliates computed byreference to $2.19, the price at which the common equity was last sold, or the average bid and asked price of such common equity, asof the last business day of the registrant’s most recently completed second fiscal quarter: $609,761,505 as of June 30, 2025. Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicabledate:326,577,219as of March 24, 2026. DOCUMENTS INCORPORATED BY REFERENCE:NONE TABLEOF CONTENTS PageNumberPART I1Item 1.Business1Item 1A.Risk Factors25Item 1B.Unresolved Staff Comments72Item 1C.Cybersecurity72Item 2.Properties73Item 3.Legal Proceedings74Item 4.Mine Safety Disclosures74PART II75Item 5.Market for Registrant’s Common Equity,Related Stockholder Matters and Issuer Purchases of EquitySecurities75Item 6.[Reserved]76Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations76Item 7A.Quantitative and Qualitative Disclosures About Market Risk104Item 8.Financial Statements and Supplementary DataF-1Item 9.Changes In and Disagreements with Accountants on Accounting and Financial Disclosure105Item 9A.Controls and Procedures105Item 9B.Other Information106Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections106PART III107Item 10.Directors, Executive Officers and Corporate Governance107Item 11.Executive Compensation113Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters119Item 13.Certain Relationships and Related Transactions, and Director Independence120Item 14.Principal Accountant Fees and Services121PART IV122Item 15.Exhibits and Financial Statements Schedules122Item 16.Form 10-K Summary124SIGNATURES125 FORWARD LOOKIN