CORRESP Filing
Bit Digital, Inc
Date: June 11, 2025 · CIK: 0001710350 · Accession: 0001213900-25-053501
AI Filing Summary & Sentiment
Reasoning
Letter
DAVIDOFF HUTCHER & CITRON LLP
ATTORNEYS AT LAW
THIRD AVENUE
NEW YORK, NEW YORK 10158
TEL: (212) 557-7200
FAX: (212) 266-1884
WWW.DHCLEGAL.COM
WRITER'S DIRECT: (646) 428-3210 E-MAIL: ehl@dhclegal.com
June 11, 2025
VIA EDGAR CORRESPONDENCE
Ms. Sonia Bednarowski
Mr. David Irving
Mr. Mark Brunhofer
Division of Corporation Finance
U.S. Securities and Exchange Commission
F Street NE
Washington DC 20549
Re: Bit Digital, Inc.
Lady and Gentlemen:
On behalf of our client, Bit Digital, Inc. (the "Company"), a Cayman Islands exempted company, and pursuant to the applicable provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, we hereby submit in electronic form Amendment No. 1 to Form S-3 Registration Statement (the "Registration Statement"). In accordance with a telephone conversation between Ms. Sonia Bednarowski and the undersigned, the Company was advised that the Staff had completed its review of the Registration Statement. The Staff had no comments, however, the Registration Statement could not be declared effective until the Company submitted its response to the Staff's May 6, 2025 comment letter on the Company's Form 10-K for the first year ended December 31, 2024. The Company's response to the commented letter was filed with the SEC on June 9, 2025.
The Amendment includes updated tax disclosures and the filing of opinion letters of Ogier (Cayman) LLP and Davidoff Hutcher & Citron LLP filed as Exhibits 5.1 and 8.1, respectively.
Please advise as to when the Company will be able to file its acceleration request to effective the Registration Statement.
If you have any questions, please do not hesitate to contact the undersigned at 646.428.3210.
Sincerely,
DAVIDOFF HUTCHER & CITRON
LLP
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CORRESP 1 filename1.htm DAVIDOFF HUTCHER & CITRON LLP ATTORNEYS AT LAW 605 THIRD AVENUE NEW YORK, NEW YORK 10158 TEL: (212) 557-7200 FAX: (212) 266-1884 WWW.DHCLEGAL.COM WRITER'S DIRECT: (646) 428-3210 E-MAIL: ehl@dhclegal.com June 11, 2025 VIA EDGAR CORRESPONDENCE Ms. Sonia Bednarowski Mr. David Irving Mr. Mark Brunhofer Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street NE Washington DC 20549 Re: Bit Digital, Inc. Lady and Gentlemen: On behalf of our client, Bit Digital, Inc. (the "Company"), a Cayman Islands exempted company, and pursuant to the applicable provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, we hereby submit in electronic form Amendment No. 1 to Form S-3 Registration Statement (the "Registration Statement"). In accordance with a telephone conversation between Ms. Sonia Bednarowski and the undersigned, the Company was advised that the Staff had completed its review of the Registration Statement. The Staff had no comments, however, the Registration Statement could not be declared effective until the Company submitted its response to the Staff's May 6, 2025 comment letter on the Company's Form 10-K for the first year ended December 31, 2024. The Company's response to the commented letter was filed with the SEC on June 9, 2025. The Amendment includes updated tax disclosures and the filing of opinion letters of Ogier (Cayman) LLP and Davidoff Hutcher & Citron LLP filed as Exhibits 5.1 and 8.1, respectively. Please advise as to when the Company will be able to file its acceleration request to effective the Registration Statement. If you have any questions, please do not hesitate to contact the undersigned at 646.428.3210. Sincerely, DAVIDOFF HUTCHER & CITRON LLP By: /s/ Elliot H. Lutzker Elliot H. Lutzker, Partner EHL/rdn cc (by email): Mr. Sam Tabar