Bit Digital, Inc

Except as set forth below, there have been no material changes from risk factors as previously disclosed in the Company’s Annual Report on Form 10-K for the year-ended December 31, 2025 (“Annual Report”) in response to Item 1A to PART 1 of Form 10-K. You should refer to the other information set forth in this report, including the information set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, as well as in our consolidated financial statements and the related notes. Our business prospects, financial condition or results of operations could be adversely affected by any of these risks.

Please note in considering the “Risk Factors” in Item 1A of our Annual Report that (A) notwithstanding the fact that Bit Digital, Inc. has not conducted operations in the PRC since September 30, 2021, we have previously disclosed under Risk Factors in our Annual Report. “We may be subject to fines and penalties for any noncompliance with or any liabilities in our former business in China in a certain period from now on.” Although the statute of limitations for non-compliance by our former business in the PRC is generally two years and the Company has been out of the PRC, for more than two years, the Authority may still find its prior bitcoin mining operations involved a threat to financial security. In such event, the two-year period would be extended to five years.

Please note the following in considering the risk factor in our Annual Report titled “Uncertainty in the global economy and instability within international relations, including changes in governmental policies relating to technology, and any potential downturn in the semiconductor and electronics industries, may negatively impact our business”: In addition, the recent armed conflict between the U.S. and its allies and Iran has caused a de facto closure of the Strait of Hormuz and further disruption of trade routes in the Red Sea, which has had a significant impact in the Middle East region and on global oil markets. We cannot predict the severity or length of the current conditions impacting international shipping in this region and the continuing disruption of the trade routes in the region of the Red Sea and Strait of Hormuz. Based on the complex relationship between countries involved in our supply chain, disruptions in shipping and the impact on energy prices could have a material and adverse impact on our financial condition, results of operations, and future performance.