FORM10-Q ☒QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedMarch 31, 2026 ☐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) Registrant’s telephone number:(212)463-5121 Securities registered under Section 12(b) of the Exchange Act: Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements 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. Large accelerated filerNon-accelerated Filer ☐Accelerated filer☒Smaller reporting companyEmerging growth company 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ Applicable only to Corporate Issuers: Indicatethe number of shares outstanding of each of the issuers’classes of common stock,as of the latest practicabledate:349,190,420Ordinary Shares as of May 11, 2026. TABLEOF CONTENTS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiPART IItem 1.Financial Statements.1Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.48Item 3.Quantitative and Qualitative Disclosures about Market Risk.75Item 4.Controls and Procedures.76PART IIItem 1.Legal Proceedings.77Item 1A.Risk Factors.78Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.78Item 3.Defaults Upon Senior Securities.78Item 4.Mine Safety Disclosures.78Item 5.Other Information.78Item 6.Exhibits.79SIGNATURES80 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans,objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-lookingstatements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of theSecurities Act of 1933, asamended (the “Securities Act”)and Section 21E of theSecurities Exchange Act of 1934. These forward-looking statements generallyare identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,”“would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements and areincluding this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on currentexpectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from theforward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Inparticular, information included under “Risk Factors,” “Business,” “Management’s Discussion and Analysis of Financial Conditionand Results of Operations” and other sections of this report contain forward-looking statements. Where, in any forward-lookingstatement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plansand expectations of Bit Digital, Inc.’s (“Bit Digital”) management and expressed in good faith and believed to have a reasonable basis,but there can be no assurance that the expectation or belief will result or be achieved or accomplished. Whether any such forward-looking statements are in fact achieved will depend on future events, some of which are beyond Bit Digital’s control. Except as may berequired by law, Bit Digital undertakes no obligation to modify or revise any forward-looking statements to reflect new information,events or circumstances occurring aft