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CORRESP Filing

Bit Digital, Inc
Date: June 17, 2025 · CIK: 0001710350 · Accession: 0001213900-25-055120

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File numbers found in text: 333-286841

Date
June 17, 2025
Author
Sam Tabar
Form
CORRESP
Company
Bit Digital, Inc

Letter

Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attention: Ms. Sonia Bednarowski

Re: Bit Digital, Inc. Amendment No. 1 to Form S-3 Registration Statement File No. 333-286841

Dear Ms. Bednarowski:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Bit Digital, Inc. (the "Company") hereby requests that the effective date of the Company's Registration Statement on Form S-3 be accelerated by the U.S. Securities and Exchange Commission (the "Commission") to 4:00 p.m. (EST) on June 20, 2025, or as soon thereafter as possible.

In connection with the foregoing request for acceleration of effectiveness, the Company hereby acknowledges the following:

● should the Commission or its staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

● the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

● the Company may not assert staff comments or the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

BIT DIGITAL, INC.

/s/ Sam Tabar

By: Sam Tabar, Chief Executive Officer

Show Raw Text
CORRESP
 1
 filename1.htm

 BIT DIGITAL, INC.
31 Hudson Yards, 11 th Floor
New York, NY 10001

 June 17, 2025

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

 Attention: Ms. Sonia Bednarowski

 Re: Bit Digital, Inc.
Amendment No. 1 to Form S-3 Registration Statement
 File No. 333-286841

 Dear Ms. Bednarowski:

 Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, Bit Digital, Inc. (the "Company") hereby requests that the effective date of
the Company's Registration Statement on Form S-3 be accelerated by the U.S. Securities and Exchange Commission (the "Commission")
to 4:00 p.m. (EST) on June 20, 2025, or as soon thereafter as possible.

 In connection with the foregoing
request for acceleration of effectiveness, the Company hereby acknowledges the following:

 ● should the Commission or its staff, acting pursuant to delegated authority, declare the filing effective,
it does not foreclose the Commission from taking any action with respect to the filing;

 ● the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 ● the Company may not assert staff comments or the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 BIT DIGITAL, INC.

 /s/ Sam Tabar

 By:
 Sam Tabar, Chief Executive Officer