Bit Digital, Inc
For the period ended Dec 31, 2025. Filed Mar 27, 2026.
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FY2025 · Filed Mar 27, 2026
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Report of Independent Public Accounting Firm (PCAOB ID # 3487)
Report of Independent Public Accounting Firm
To the shareholders and board of directors of Bit Digital, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Bit Digital, Inc. and its subsidiaries (collectively, the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comp rehensive (loss) income, equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes to the consolidated financial statements and schedule (collectively, the financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial positions of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 27, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.
Revenue Recognition of Digital Asset Mining
As disclosed in Note 3 to the financial statements, the Company engages in digital asset mining activities by entering into contracts with mining pool operators to provide computing power to the mining pools.
We identified the procedures performed related to revenue recognition as a critical audit matter due to the nature and extent of audit effort required to perform audit procedures over the completeness and occurrence of revenue recognized.
The procedures we performed to address this critical audit matter included the following:
| ● | We performed site visits at the Company’s facilities where the mining hardware is located, which included observations of the physical controls and mining equipment inventory. |
| ● | We independently traced certain financial and performance data directly to the blockchain network to test the completeness, occurrence and accuracy of mining revenue as the operator. |
| ● | We independently confirmed with third-party mining pool operators the significant contractual terms utilized in the determination of mining revenue, total mining rewards earned and the digital asset wallet addresses in which the rewards are deposited to test the occurrence and accuracy of mining revenue as the participant. |
| ● | We confirmed the year-end digital asset balances directly with the custodians of the Company’s wallets. |
Valuation and Classification of Convertible Notes
As described in Note 12, the Company issued $150 million 4.00% Convertible Senior Notes due 2030 (the “Notes”). The Notes include features such as conversion into ordinary shares and are governed by complex contractual terms under the indenture agreement.
We identified the accounting for the convertible notes as a critical audit matter due to the complexity involved in evaluating the contractual terms, including the conversion features and potential embedded derivatives. Specifically, we assessed whether the instrument should be accounted for wholly as debt or separated into liability and equity components. This determination had a material impact on the financial statements, particularly with respect to interest expense, equity classification, and related disclosures.
The procedures we performed to address this critical audit matter included the following:
| ● | We obtained an understanding of and evaluated the key contractual terms by reading and analyzing the underwriting agreement and indenture and assessing the significant features of the convertible notes. |
| ● | We assessed management's conclusion regarding the appropriate accounting treatment, including whether the instrument should be classified as debt or as a compound instrument, and whether any embedded features required bifurcation as derivatives. |
| ● | We tested key valuation assumptions used by management, including the discount rate applied in the fair value estimation. |
| ● | We recalculated and independently estimated the initial recognition amount, debt discount, and amortization, and assessed the reasonableness of the fair value estimates. |
| ● | We evaluated the adequacy of the financial statement disclosures, including whether they appropriately described the key terms of the Notes and the related accounting implications. |
/s/Audit Alliance LLP
We have served as the Company’s auditor since 2020.
Singapore,
March 27, 2026
PCAOB ID No.3487
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