Bit Digital Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN

PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. ___)

Check the appropriate box:

Bit Digital, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

31 Hudson Yards, Floor 11

New York, N.Y., 10001

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be held on May13, 2025

To the Shareholders of Bit Digital, Inc.:

Notice is hereby given that the 2025 Annual General Meeting of the Shareholders (the “Annual Meeting”) of Bit Digital, Inc. (the “Company”) will be held on May 13, 2025 at 9:00 a.m. at the Company’s principal executive offices, at 31 Hudson Yards, Floor 11, New York, NY 10001. You will be able to attend, vote your ordinary shares of par value US$0.01 each (“Ordinary Shares”) and preference shares of US$0.01 each in the capital of the Company (“Preference Shares” and, together with the Ordinary Shares, “Shares” or “shares”), and submit questions during the Annual Meeting via a live webcast available athttp://www.transhare.com for the purpose of considering and, if thought fit, passing, with or without amendment, the following resolutions:

1. Ordinary resolutions to elect each of our five (5) existing directors for one-year terms concluding at the 2026 Annual General Meeting of Shareholders or until each successor is duly elected and qualified.

2. An ordinary resolution to adopt the Company’s 2025 Omnibus Equity Incentive Plan.

3. An ordinary resolution to ratify the appointment of the Company’s independent registered public accounting firm.

4. An ordinary resolution to approve on a non-binding and advisory basis the compensation of our named executive officers (“Say on Pay Vote”).

5. An ordinary resolution to approve on a non-binding and advisory basis the frequency of holding future votes regarding named executive officer compensation (“Frequence on Say on Pay Vote”).

6. Any other resolutions to transact any other business that is properly brought before the Annual Meeting or any adjournment or postponement thereof.

The close of business on April 3, 2025 has been fixed as the record date for the purpose of determining the shareholders entitled to notice of, and to vote at, the Annual Meeting. The register of members of the Company will not be closed. The date on which this Proxy Statement and the accompanying form of proxy card will first be mailed or given to the Company’s shareholders is on or about on April 11, 2025.

Details regarding the Annual Meeting and the business to be conducted are more fully described in the accompanying Proxy Statement.

If your Shares are registered in the name of your broker, bank or other nominee, you are a “beneficial owner” of the Shares. Beneficial owners of Shares who wish to attend the Annual Meeting must obtain a valid legal proxy by contacting your account representative at the bank, broker, or other nominee that holds your Shares and then register in advance to attend the Annual Meeting. After obtaining a valid legal proxy from your bank, broker or other nominee, to then register to attend the Annual Meeting, you must submit a copy of your legal proxy reflecting the number of your Shares along with your name and e-mail address to Andrew Collins. Request for registration should be directed to proxy@transhare.com, or to facsimile number 1-727-269-5616. Written requests can be mailed to: Transhare Corporation, 17755 US Highway 19 N, Suite 140, Clearwater FL 33764, Attn: Proxy Team. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. (Eastern Time) on May 12, 2025.

Your Board of Directors believes that the election of the nominees specified in the accompanying Proxy Statement as directors of the Company at the Annual Meeting is in the best interest of the Company and its shareholders and accordingly, unanimously recommends a vote “FOR” such nominees. The Board of Directors also recommends that you vote, “FOR” the ratification of the appointment of the Company’s independent registered public accounting firm, “FOR” the approval of the Company’s 2025 Omnibus Equity Incentive Plan, “FOR” SAY ON PAY and “FOR” FREQUENCE ON SAY ON PAY.

Proxies

Your vote is important. Accordingly, you are urged to sign and return the accompanying proxy card whether or not you plan to attend the Annual Meeting. If you do attend the Annual Meeting and are a record holder of Shares of our Company, you may vote by ballot at the Annual Meeting, and your proxy will be deemed to be revoked. If you hold your Shares in street name and wish to vote your Shares at the Annual Meeting, you should contact your broker about getting a proxy appointing you to vote your Shares.

If you intend to vote by proxy, your proxy card must be returned no later than the time of the Meeting (or any adjourned Meeting).

A blank proxy form is attached. Please consider carefully the conditions attaching to appointment of a proxy. You may otherwise vote by any of the following options:

VOTE BY INTERNET

Use the Internet to transmit your voting instructions atwww.transhare.com. Click Vote Your Proxy and then click on the Company’s name and enter your control number.

VOTE BY EMAIL

Mark, sign and date your proxy card and return it via email to Proxy@Transhare.com. Include your control ID in your email.

VOTE BY FAX

Mark, sign and date your proxy card and return it via fax to 1-727-269-5616.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to:

Proxy Team

Transhare Corporation

Bayside Center 1, 1

7755 U.S. Highway 19N

Suite 140

Clearwater, Florida 33764

Bit Digital, Inc.

Registered Company No 319983

(Company)

Proxy form

I/We(1)

of

being a member/members of ____________________________________the Company and the holder/holders of (number and class of Shares)

appoint as my/our proxy(2)

of

or in his/her absence(3)

of

at the general meeting of the Company to be held at 31 Hudson Yards, Floor 11, New York, NY 10001 on May 13, 2025 at 9:00 a.m. (local time) and by telephone conferencing and at any adjournment of that meeting.

(1) Full name(s) and address(es) (as appearing in the Company’s register of members) to be typed or inserted inblock letters. In the case of joint holdings, the names of all holders (as appearing in the Company’s register of members) must be inserted.

(2) Insert name and address of the desired proxy in the spaces provided. If you wish to appoint the chairperson, write “The chairperson” without inserting an address.

(3) If desired, insert name and address of an alternate proxy, should the initial appointee be unable to attend the meeting.

If the Chairperson is appointed as proxy and no voting instructions are given, the following is a statement of the Chairperson’s voting intentions in relation to undirected proxies:

The Chairperson intends to vote in favor of the resolutions.

Please indicate with a tick mark in the spaces opposite to each resolution how you wish the proxy to vote on your behalf. In the absence of any such indication, the proxy may vote for or against the resolutions or may abstain at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting pursuant to the other items of business referred to in the notice convening the meeting.

The Board of Directors recommends that you vote “FOR” each proposal.

Resolutions

Note: Please sign exactly as your name or names appear on this Proxy. If Shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

Dated: April 11, 2025

• If the member or each member is an individual, sign immediately below.

Or

• If the member is a company, complete the following:

Executed by _________________________________ [Name of member] acting through an authorized

Signatory

Signature of authorized signatory

Print name

Title

Proxy instructions

What happens if you do not follow these instructions?

1 If you do not follow these instructions, any instrument you make appointing a proxy will be invalid.

Eligible Shareholders

2 If you are a Shareholder entitled to attend and vote at this meeting of the Company, you may appoint a proxy to vote on your behalf.

3 A proxy need not be a member of the Company.

If you complete a proxy form, can you still attend and vote at the meeting?

4 Completion of the proxy form does not preclude a member from subsequently attending and voting at the meeting in person if he or she so wishes.

Joint shareholders

5 In the case of jointly held Shares, if more than one joint holder purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. For this purpose, seniority will be determined by the order in which the names of the joint holders appear in the register of members (the first-named being the most senior).

How to appoint a proxy

6 If you are an eligible member and a natural person, the appointment of your proxy must be in writing and signed by you or your authorised attorney.

7 If you are an eligible member and a corporation, the appointment of your proxy must be in writing and executed in any of the following ways: (i) under the corporation’s common seal; (ii) not under the corporation’s common seal but otherwise in accordance with its articles of association; or (iii) under the hand of the corporation’s authorised attorney.

8 Despite paragraphs 6 and 7, the Company will accept an electronic record of your proxy if:

(a) the original is in writing and signed one of the ways referred to those paragraphs; and

(b) the Company permits receipt of electronic records by giving an electronic address for that purpose.

Delivery of proxy form to Company

9 For an appointment of a proxy to be effective, the proxy form must be received by the Company by 5.30pm local time on May 12, 2025 or 5.30pm local time the day before the date of any adjourned meeting.

10 The proxy form may be delivered in either of the following ways:

(a) In the case of hard-copy documents — they must leave at or send by post to the Company’s registered office or the other place, if any, specified by the Company for the purpose of the meeting.

(b) In the case of documents comprised in an electronic record — they must be sent to an address specified by the Company for the purpose of receiving electronic records.