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BIT
DIGITAL INC.

33 Irving Place

New York, New York 10003

November
28, 2022

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F St NW

Washington,
D.C. 20549

Attn:
William Schroeder

 Re: Bit
                                            Digital, Inc.

                                            Form 20-F Filed April 15, 2022

                                            Form 6-K Filed August 30, 2022 / File No. 001-38421

Ladies
and Gentlemen:

Bit
Digital Inc. (the “Company”) is responding to the Staff’s Comment Letter dated September 22, 2022 regarding its Form
20F and Form 6K. Set forth below are the Company’s responses, in the same order as contained in the Comment Letter, which we have
repeated below for reference.

Form
20-F filed April 15, 2022 Compute North, page 49

1. We
                                            note your disclosure that Compute North receives a range of 15%–25% of the bitcoin
                                            mined after payment of the monthly service and power costs. Please tell us how you determine
                                            the transaction price when recognizing revenue, specifically identifying any consideration
                                            payable to a customer and how it was considered. Specifically tell us how monthly service
                                            and power costs and the portion of digital assets that Compute North receives are considered
                                            in determining the transaction price and/or are considered in determining costs of revenue.
                                            Please tell us the accounting guidance you considered in making your determination.

Pursuant
to agreements with Compute North, Compute North provides digital asset mining facilities and IT consulting, maintenance and repair work
on site for us. In accordance with ASC 606-10-15-3, Compute North is not a customer to the Company.

The
Company acts as a digital asset mining company and provides computing power to the digital asset mining pool. In return, the Company
receives consideration in the form of digital assets, the value of which is determined using the market price of the related digital
asset at the time of receipt.

Currently,
the Company participates only in the Foundry USA Pool (“Foundry”) mining pool. Foundry provides the Company with a digital
asset mining pool and ancillary services and products. The mining of digital assets in exchange for consideration involves the delivery
of computing power which is an output of the Company’s ordinary business activities. The Company has concluded that the mining
pool operator, rather than Compute North (or any other host) would be considered a “customer” per the definition of “customer”
in ASC Master Glossary - a party that has contracted with an entity to obtain goods or services that are an output of the entity’s
ordinary activities in exchange for consideration.

Division of Corporation Finance

U.S. Securities and Exchange Commission

November 28, 2022

Page
2

The
Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The transaction price is the amount of consideration
to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised
in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity
must consider the effects of all of the following:

 ● Variable
                                            consideration

 ● Constraining
                                            estimates of variable consideration

 ● The
                                            existence of a significant financing component in the contract

 ● Noncash
                                            consideration

 ● Consideration
                                            payable to a customer

In
accordance with ASC 606-10-32-6, … The promised consideration also can vary if an entity’s entitlement to the consideration
is contingent on the occurrence or nonoccurrence of a future event. In exchange for providing computing power, the Company is entitled
to a fractional share of the fixed digital asset rewards the mining pool operator receives, for successfully adding a block to the blockchain.
The Company’s fractional share of the pool’s aggregate rewards may vary. Thus, the Company has determined that the non-cash
consideration received is variable.

When
the Company considers whether any consideration is payable to our customer, Foundry, the Company considered ASC 606-10-32-25. Foundry
has not charged the Company a fee for its services due to the fact of the Company being an early strategic customer of Foundry and in
view of competition. While Foundry has orally advised the Company that it has no present intention to charge fees to the Pool participants,
it may do so in the future.

As
stated above, the consideration received by the Company is variable. Likewise, the number of digital assets mined by the miners hosted
by Compute North is variable. The monthly service, power costs and profit sharing charge are not used in determining the variable consideration.

The
Company’s cost of revenue to operate and maintain the Company’s miners consists primarily of direct production costs related
to our mining operations. The monthly management service, power costs and profit share charged by Compute North are included in the Company’s
cost of revenue.

Division of Corporation Finance

U.S. Securities and Exchange Commission

November 28, 2022

Page
3

Mining
Pools, page 49

2. Please
                                            tell us and revise future filings to disclose how often digital asset rewards are transferred
                                            to you from mining pools (e.g., - weekly, monthly, as each reward is awarded, etc.).

Currently,
digital asset rewards are deposited to our custodian wallet addresses by Foundry on a daily basis.

Digihost,
page 50

3. We
                                            note that that you entered into a co-mining agreement with Digihost technologies in which
                                            they are entitled to 20% of the profit generated by the miners, paid weekly. Please tell
                                            us and revise future filings to clarify how “profit generated by miners” is determined.

Pursuant
to the Colocation Services Agreements signed with Digihost, profit is defined per calendar month as (a) the fair value of digital assets
mined by the miners hosted by Digihost less (b) the amount of digital assets that have a value that is equal to all costs related to
the operation of the Company’s miners, including power cost, maintenance cost, and service cost.

4. Please
                                            tell us how you determine the transaction price when recognizing revenue, specifically identifying
                                            any consideration payable to a customer and how it was considered. Specifically tell us how
                                            the portion of digital assets that Digihost is entitled to and any costs paid to Digihost
                                            are considered in determining the transaction price and/or are considered in determining
                                            costs of revenue. Please tell us the accounting guidance you considered in making your determination.

Please
refer to our response to comment #1 as to when we determine the transaction price when recognizing revenue, specifically identifying
any consideration payable to a customer and how it was considered.

As
stated previously, the consideration received by the Company is variable. Likewise, the number of digital assets mined by the miners
hosted by Digihost is variable. The monthly power costs, maintenance and service costs, and profit share are not used in determining
the variable consideration.

The
Company’s cost of revenue consists primarily of direct production costs related to our mining operations. The monthly power costs,
maintenance and service costs, and profit share charged by Digihost are included in the Company’s cost of revenue.

Division of Corporation Finance

U.S. Securities and Exchange Commission

November 28, 2022

Page
4

Blockfusion,
page 51

5. We
                                            note that Blockfusion is entitled to variable performance fees. Please tell us and revise
                                            future filings to disclose how the performance fees are determined.

Pursuant
to the Mining Services Agreement signed with Blockfusion, the performance fee, in respect of the services provided by Blockfusion relating
to the first 20.0 megawatt hours (“MWHrs”) of load power, is equal to thirty percent (30%) of the Net Digital Assets, mined
for any period, adjusted downward for any Uptime Adjustments, Cost adjustments, or any other deductions provided in the mining service
Agreement. In respect of the services provided by Blockfusion relating to the subsequent 15.0 MWHrs of load power, is equal to twenty
percent (20%) of the Net Digital Assets, adjusted downward for any Uptime Adjustments, Cost adjustments, or any other deductions provided
in the mining service Agreement. The “Net Digital Assets” for a Payout Period means the digital assets generated by the miners
hosted by Blockfusion minus the amount of digital assets that have a value that is equal to the estimated daily costs in such Payout
Period incurred to operate and maintain the Company’s miners, including power cost and management cost.

6. Please
                                            tell us how you determine the transaction price when recognizing revenue, specifically, identifying
                                            any consideration payable to a customer and how it was considered. Specifically tell us how
                                            the variable performance fees that Blockfusion is entitled to and any costs paid to Blockfusion
                                            are considered in determining the transaction price and/or are considered in determining
                                            costs of revenue. Please tell us the accounting guidance you considered in making your determination.

Please
refer to our response to comment #1 as to when we determine the transaction price when recognizing revenue, specifically identifying
any consideration payable to a customer and how it was considered.

As
stated previously, the consideration received by the Company is variable. Likewise, the number of digital assets mined by the miners
hosted by Blockfusion are variable. The monthly power costs, management costs, and performance fee are not used in determining the variable
consideration.

The
Company’s cost of revenue consists primarily of direct production costs related to our mining operations. The monthly power costs,
management costs, and performance fee charged by Blockfusion are included in the Company’s cost of revenue.

Item
5. Operating and Financial Review and Prospects, page 68

7. Please
                                            tell us and revise future filings to include a discussion of the changes in financial condition
                                            for each of the periods presented. Refer to Item 5 of Form 20-F.

In
response to the Staff’s comments, the Company will disclose the discussion and analysis of changes in financial condition for each
of the periods presented in future filings substantially in the same form as follows:

Division of Corporation Finance

U.S. Securities and Exchange Commission

November 28, 2022

Page
5

Discussion
of Certain Balance Sheet Items

The
following table sets forth selected information from our consolidated balance sheets as of December 31, 2021 and 2020. This information
should be read together with our consolidated financial statements and related notes included elsewhere in this report.

    December 31,
    December 31,
    Variance in

    2021
    2020
    Amount

    ASSETS

    Current Assets

    Cash and cash equivalents
    $ 42,398,528
    $ 405,133
    $ 41,993,395

    Digital assets
      51,112,146
      6,293,922
      44,818,224

    Other current assets
      3,050,616
      2,020,374
      1,030,242

    Total Current Assets
      96,561,290
      8,719,429
      87,841,861

      　

    Investment security
      1,000,000
      -
      1,000,000

    Deposits for property and equipment
      43,094,881
      1,324,963
      41,769,918

    Property and equipment, net
      32,489,158
      29,849,157
      2,640,001

    Deferred tax assets
      58,081
      -
      58,081

    Other noncurrent assets
      6,714,571
      -
      6,714,571

    Total Assets
    $ 179,917,981
    $ 39,893,549
    $ 140,024,432

    LIABILITIES AND SHAREHOLDERS’ EQUITY

      　

    Current Liabilities

    Accounts payable
    $ 2,608,899
    $ 1,365,716
    $ 1,243,183

    Due to related parties
      -
      336,722
      (336,722 )

    Income tax payable
      559,774
      -
      559,774

    Other payables and accrued liabilities
      1,875,933
      191,536
      1,684,397

    Total Current Liabilities
      5,044,606
      1,893,974
      3,150,632

    Deferred tax liabilities
      462,372
      -
      462,372

    Long-term income tax payable
      2,767,276
      -
      2,767,276

      　

    Total Liabilities
    $ 8,274,254
    $ 1,893,974
    $ 6,380,280

Division of Corporation Finance

U.S. Securities and Exchange Commission

November 28, 2022

Page
6

Cash
and cash equivalents

Cash
and cash equivalents primarily consist of cash on hand and demand deposits in accounts maintained with commercial banks, which are highly
liquid and are unrestricted as to withdrawal or use. The total balance of cash and cash equivalents were $42.4 million and $0.4 million
as of December 31, 2021 and 2020, respectively. The increase was due to net effect of $23.3 million used in our operating activities,
$40.9 million used in investing activities and $106.2 million provided by financing activities.

Digital
assets

Digital
assets primarily consist of bitcoin, ETH and USDC. As compared with the balance as of December 31, 2020, the balance of digital assets
as of December 31, 2021 increased by $44.8 million, which was a combined effect of 1) increased number of bitcoins mined from mining
activities and 2) overall increased market price of bitcoin during the year ended December 31, 2021.

Deposits
for property and equipment

Deposits
for property and equipment represented advance payments for miner purchase. The balance was derecognized once the control of the miners
was transferred to us.

As
of December 31, 2021, the balance of deposits for property and equipment increased by $41.8 million, which was mainly due to prepayments
of $39.0 million advanced to Bitmain Technology Limited for the purchase of miners.

Property
and equipment, net

Property
and equipment was primarily comprised of bitcoin miners and ETH miners, both with 3-year useful life. As of December 31, 2021, the balance
of property and equipment was increased by $2.6 million. The increase was due to purchases of bitcoin miners of $16.4 million, and ETH
miners of $5.8 million, partially offset by sales of 15,808 miners with net book value of $8.8 million and disposal of 1,779 miners with
net book value of $4.4 million.

Other
noncurrent assets

The
other noncurrent assets primarily consisted of refundable deposits made to service providers who paid utility charges in mining facilities
on behalf of the Company. These deposits are expected to be refunded over 12 months from the effective date of the agreement.

As
of December 31, 20