SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<TEXT>
 June 17, 2025

Erke Huang
Chief Financial Officer
Bit Digital, Inc
31 Hudson Yards, Floor 11
New York, NY 10001

 Re: Bit Digital, Inc
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-38421
Dear Erke Huang:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Crypto Assets
</TEXT>
</DOCUMENT>

CORRESP
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 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

CORRESP
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 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

CORRESP
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 WRITER'S DIRECT: (646)
428-3282

 E-MAIL ADDRESS: ehl@dhclegal.com

 June 9, 2025

 VIA Edgar Correspondence

 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.

 Form 10-K for Fiscal Year
Ended December 31, 2024
 File No. 001-38421

 Gentlemen:

 On behalf of our client, Bit
Digital, Inc., a Cayman Islands exempted company, and pursuant to the applicable provisions of the Securities Exchange Act of 1934, as
amended and the rule and regulations presented thereunder, we hereby submit in electronic form the responses of the Company to comments
received from the Staff of the Commission in a letter dated May 6, 2025 (the "Comment Letter"). The responses below are presented
in the order of the comments received from the Staff.

 Mr. David
Irving
Mr. Mark Brunhofer
June 9, 2025
Page 2

 Form 10-K for Fiscal Year Ended December 31, 2024 Notes
to Consolidated Financial Statements

 Note 2. Summary of Significant Accounting Policies Digital
Assets, page F-11

 1. We note your determination of CoinMarketCap as
your principal market for valuing your digital assets. As CoinMarketCap is not a market where digital assets can be traded but instead
is a website where exchange/trading platform market information is aggregated, its aggregated information cannot be the principal market,
or most advantageous market in the absence of a principal market, under ASC 820-10-35-5. As you trade with the Amber Group's OTC desk,
please tell us your consideration as to whether the OTC market is your principal market as contemplated in ASC 820-10- 35-5A. In your
response, tell us how pricing is determined in the OTC market and the extent to which information from CoinMarketCap or any other price
aggregator or index is utilized. Otherwise, tell us, for each material digital asset you hold, which individual market is your principal
or most advantageous market, how you identified them, and whether use of these markets to value your digital assets would result in a
material difference from the financial statements presented in your filing.

 Response:

 The Company acknowledges the Staff's comment
and understands that ASC 820-10-35-5 and 35-5A require that the fair value measurement ordinarily assumes transactions of the asset in
its principal market and that absent evidence to the contrary, the market on which an entity normally transacts for the relevant asset
is presumed to be the principal market.

 The Company primarily transacts in digital assets
through Amber Group's OTC desk ("Amber"). However, Amber does not publish trade-level data such as pricing, volume,
or trading activity, and its pricing reflects bilateral negotiations rather than observable market transactions. ASC 820 requires the
principal market to be the one with the greatest volume and level of activity, which Amber is unable to substantiate with publicly available
evidence. In evaluating available markets, the Company has determined that Coinbase is its principal market as it provides the most reliable
and greatest volume and level of activity for bitcoin and ETH for which the Company can access at each of the impacted measurement dates.

 The Company further notes that volume and activity
data for bitcoin and ETH is reasonably available from Coinbase and meet the definition of Level 1 inputs under ASC 820-10-35-36B, which
states:

 "…in all cases, if there
is a quoted price in an active market (that is a Level 1 input) for the asset or a liability, a reporting entity should use that quoted
price without adjustment when measuring fair value, except as specified in paragraph 820-10-35-41-C ."

 The Company acknowledges that CoinMarketCap does
not qualify as a principal market under ASC 820-10-35-5, as it is an aggregator of pricing data across various platforms and does not
constitute an exchange or market in which market participants transact.

 Having determined Coinbase as its principal market,
the Company evaluated the impact of using historical pricing data from CoinMarketCap versus Coinbase to value its digital assets
as of December 31, 2024 and 2023, noting differences of $116,675 and $21,912, respectively, which were concluded to be immaterial to the
Company's financial statements for those years.

 The Company will revise its disclosures in future
filings to reflect the use of Coinbase as its principal market for the valuation of bitcoin and ETH. Additionally, management confirms
that as of April 1, 2025, the Company has implemented the use of Coinbase pricing in its determination of the valuation of its bitcoin
and ETH.

 Mr. David
Irving
Mr. Mark Brunhofer
June 9, 2025
Page 3

 Note 3. Revenues From Contracts with
Customers Digital Asset Mining, page F-20

 2. Please tell us, and revise your disclosure in
future filings to specifically address the following concerning your revenue recognition policy under ASC 606 for mining bitcoin:

 Overall Response:

 The Company acknowledges the Staff's
comment and provides the following responses to each item below. The Company has revised its revenue recognition policy under ASC 606
for the bitcoin mining business accordingly. The updated disclosure, included as an exhibit to this letter, will be reflected in the Form
10-Q for the quarter ending June 30, 2025, and in future filings in substantially the same form.

 ● Given that your mining pool contract can be terminated
at any time by either party without penalty, tell us whether you believe the contract is continuously renewed, instead of renewed daily
as you disclose. Refer to examples 1 and 2 of question 7 and question 8 of the FASB Revenue Recognition Implementation Guide Q&As.
If so, tell us, and represent that you will revise your disclosure in future filings to discuss:

 o Your consideration as to whether the duration
of your contracts is less than 24 hours;

 o Whether the rate of payment remains the same
upon renewal; and

 o Whether your customer's option to renew
represents a material right that represents a separate performance obligation as contemplated in ASC 606- 10-55-42.

 Response :

 The Company acknowledges and agrees with the Staff's
comment that the duration of the contracts is less than 24 hours. Contract inception and our enforceable right to consideration begins
when we commence providing hash calculation services to the mining pool operators. Each party to the contract has the unilateral right
to terminate the contract at any time without any compensation to the other party. Accordingly, the duration of a contract is less than
24 hours (a day) and may be continuously renewed throughout the day.

 There are no upfront or incremental fees in the
initial contract, and the rate of payments remains the same upon each implied renewal, as the Full-Pay-Per-Share (FPPS) formula remains
the same. Therefore, the Company's option to renew does not represent a material right that represents a separate performance obligation
under 606-10-55-42.

 ● Your policy disclosure that you measure bitcoin
mined on the date received and that it is not materially different than valuing at contract inception is inconsistent with the guidance
you highlight in ASC 606-10-32-21. As a result, please address the following:

 o Tell us, and represent to us that you will disclose
in future filings, the time period over which the mining pool operator calculates the bitcoin consideration due you. This period often
is daily from 00:00:00 UTC to 23:59:59 UTC.

 Mr. David
Irving
Mr. Mark Brunhofer
June 9, 2025
Page 4

 Response:

 The Company acknowledges and agrees with the Staff's
comment that the mining pool operator calculates the bitcoin consideration due to the Company over a 24-hour period beginning 00:00:00
UTC and ending 23:59:59 UTC on a daily basis.

 o Represent to us, if true, that the difference
between the fair value used to record revenue on the date of receipt as compared to a time consistently applied on the day before receipt
(i.e., the date of contract inception consistent with the requirement in ASC 606-10-32-21) is immaterial in all periods presented
in your filing.

 Response:

 The Company has evaluated the difference between
the fair value used to record revenue on the date of receipt as compared to a time consistently applied on the day before receipt (i.e.,
the date of contract inception consistent with the requirement in ASC 606-10-32-21), using Coinbase pricing, and has concluded the difference
is immaterial. The total differences for the years ended December 31, 2022, 2023 and 2024 were approximately $(138,070), $216,571 and
294,160, respectively.

 o Revise your practice going forward to value your
bitcoin mined at the fair value at a consistent time on the date of contract inception.

 o Represent to us that in future filings you will:

 ■ disclose the specific consistent time chosen to value bitcoin mined on the date of contract
 inception;

 Response:

 The Company acknowledges and agrees with the Staff's
comment and will revise its practice going forward to value its bitcoin mined at the fair value at 00:00:00 UTC on the date of contract
inception and make such disclosure accordingly.

 ■ remove reference
 to recording bitcoin mined at the time of receipt and that it is not materially different than at contract inception;
 and

 Response:

 The Company acknowledges and agrees with the Staff's
comment. The Company will remove the reference to recording bitcoin mined at the time of receipt and the statement that it is not materially
different than at contract inception.

 ■ disclose that
 you recognize revenue on the same day that control of the contracted service transfers to the mining pool operators, which is the
 same day as contract inception.

 Mr. David Irving
Mr. Mark Brunhofer
June 9, 2025
Page 5

 Response:

 The Company acknowledges and agrees with the Staff's
comment. Please see the attached exhibit to this letter, which includes the Company's revised revenue recognition policy under ASC
606 for its bitcoin mining business. This revised disclosure will be included in future filings to reflect the requested changes.

 Note 17. Segment Reporting, page
F-41

 3. Please tell us, and represent to us that you
will revise future filings to disclosure the following regarding your segments:

 ● the titles of the "several members of [y]our
executive management team" who comprise your CODM as required by ASC280-10-50-21c;

 ● a measure of profit or loss for each reportable
segment and all of the individual line items included in ASC 280-10-22 (a) - (j); and

 ● your entity-wide information concerning long-lived
assets by geographic area. Refer to ASC 280-10-50-41.

 Response:

 The Company acknowledges and agrees with the Staff's comment.
The Company has reflected the requested changes in the Segment Report footnote in its Form 10-Q for the quarter ended March 31, 2025.

 Please do not hesitate to contact the undersigned
at (646) 428-3210 should you have any questions.

 Very truly yours,

 Davidoff Hutcher & Citron LLP

 By:
 /s/ Elliot H Lutzker

 Elliot H Lutzker, Partner

 cc: Mr. Erke Huang, CFO

 EHL: esm

 Mr. David Irving
Mr. Mark Brunhofer
June 9, 2025
Page 6

 Exhibit

 Digital asset mining

 The Company enters in contracts with mining pool
operators to provide computing power to digital asset mining pools. Providing computing power for digital asset transaction verification
services is an output of the Company's ordinary activities. The provision of such computing power is the only performance obligation
in the Company's contracts with mining pool operators.

 Contract inception and the Company's enforceable
right to consideration begin when the Company commences providing hash calculation services to the mining pool operators. Each party to
the contract has the unilateral right to terminate the contract at any time without any compensation to the other party for such termination.
As such, the duration of a contract is less than 24 hours (a day) and may be continuously renewed throughout the day. The implied renewal
option is not a material right because there are no upfront or incremental fees in the initial contract, and the rate of payments remains
the same upon each implied renewal, as the Full-Pay-Per-Share (FPPS) formula remains the same. The Company is entitled to compensation
once it begins to perform hash calculations for the pool operator in accordance with the operator's specifications over a 24-hour
period beginning 00:00:00 UTC and ending 23:59:59 on a daily basis. In exchange for providing computing power, the Company is entitled
to a fractional share of the fixed digital assets award the mining pool operator receives, for successfully adding a block to the blockchain.
The Company's fractional share is based on the proportion of computing power the Company contributed to the mining pool operator
to the total computing power contributed by all mining pool participants in solving the current algorithm. The Company is entitled to
its relative share of consideration even if a block is not successfully placed.

 The transaction consideration the Company receives,
if any, is noncash consideration in the form of digital assets, net of pool fees charged by the mining pool operator. The Company estimates
the fair value of noncash consideration at contract inception. This non-cash consideration is variable since the amount of block reward
earned depends on the Company's hash rate provided and transaction fees depend on the actual Bitcoin Network transaction fees. While
the non-cash consideration is variable, the payout is settled the next day on a daily basis and the Company has the ability to estimate
the variable consideration with reasonable certainty, without the risk of significant revenue reversal because it is probable that a significant
reversal in the amount of revenue recognized from the contract will not occur when the uncertainty is subsequently resolved.

 Revenue is recognized on the same day that control
of the contracted service transfers to the mining pool operator, which is the same day as contract inception. Revenue is estimated and
recognized based on the spot price of Bitcoin determined using the Company's Principal Market at 0:00:00 UTC on the date of contract
inception.

<DOCUMENT>
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<TEXT>
 May 6, 2025

Erke Huang
Chief Financial Officer
Bit Digital, Inc
31 Hudson Yards, Floor 11
New York, NY 10001

 Re: Bit Digital, Inc
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-38421
Dear Erke Huang:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended December 31, 2024
Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Digital Assets, page F-11

1. We note your determination of CoinMarketCap as your principal market for
valuing
 your digital assets. As CoinMarketCap is not a market where digital
assets can be
 traded but instead is a website where exchange/trading platform market
information is
 aggregated, its aggregated information cannot be the principal market,
or most
 advantageous market in the absence of a principal market, under ASC
820-10-35-5.
 As you trade with the Amber Group's OTC desk, please tell us your
consideration as
 to whether the OTC market is your principal market as contemplated in
ASC 820-10-
 35-5A. In your response, tell us how pricing is determined in the OTC
market and the
 extent to which information from CoinMarketCap or any other price
aggregator or
 index is utilized. Otherwise, tell us, for each material digital asset
you hold, which
 individual market is your principal or most advantageous market, how you
identified
 them, and whether use of these markets to value your digital assets
would result in a
 material difference from the financial statements presented in your
filing.
 May 6, 2025
Page 2

Note 3. Revenues From Contracts with Customers
Digital Asset Mining, page F-20

2. Please tell us, and revise your disclosure in future filings to
specifically address the
 following concerning your revenue recognition policy under ASC 606 for
mining
 bitcoin:
 Given that your mining pool contract can be terminated at any time by
either party
 without penalty, tell us whether you believe the contract is
continuously renewed,
 instead of renewed daily as you disclose. Refer to examples 1 and 2
of question 7
 and question 8 of the FASB Revenue Recognition Implementation Guide
Q&As.
 If so, tell us, and represent that you will revise your disclosure in
future filings to
 discuss:
 o Your consideration as to whether the duration of your contracts
is less than
 24 hours;
 o Whether the rate of payment remains the same upon renewal; and
 o Whether your customer s option to renew represents a material
right that
 represents a separate performance obligation as contemplated in
ASC 606-
 10-55-42.
 Your policy disclosure that you measure bitcoin mined on the date
received and
 that it is not materially different than valuing at contract
inception is inconsistent
 with the guidance you highlight in ASC 606-10-32-21. As a result,
please address
 the following:
 o Tell us, and represent to us that you will disclose in future
filings, the time
 period over which the mining pool operator calculates the
bitcoin
 consideration due you. This period often is daily from 00:00:00
UTC to
 23:59:59 UTC.
 o Represent to us, if true, that the difference between the fair
value used to
 record revenue on the date of receipt as compared to a time
consistently
 applied on the day before receipt (i.e., the date of contract
inception
 consistent with the requirement in ASC 606-10-32-21) is
immaterial in all
 periods presented in your filing.
 o Revise your practice going forward to value your bitcoin mined
at the fair
 value at a consistent time on the date of contract inception.
 o Represent to us that in future filings you will:
 disclose the specific consistent time chosen to value
bitcoin mined on the
 date of contract inception;
 remove reference to recording bitcoin mined at the time
of receipt and
 that it is not materially different than at contract
inception; and
 disclose that you recognize revenue on the same day that
control of the
 contracted service transfers to the mining pool
operators, which is the
 same day as contract inception.
 May 6, 2025
Page 3
Note 17. Segment Reporting, page F-41

3. Please tell us, and represent to us that you will revise future filings
to disclosure the
 following regarding your segments:
 the titles of the "several members of [y]our executive management
team" who
 comprise your CODM as required by ASC280-10-50-21c;
 a measure of profit or loss for each reportable segment and all of
the individual
 line items included in ASC 280-10-22 (a) - (j); and
 your entity-wide information concerning long-lived assets by
geographic area.
 Refer to ASC 280-10-50-41.

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact David Irving at 202-551-3321 or Mark Brunhofer at
202-551-3638
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
April 13, 2023
Erke Huang
Chief Financial Officer
Bit Digital, Inc.
33 Irving Place
New York, NY 10003
Re:Bit Digital, Inc.
Form 20-F Filed April 15, 2022
File No. 001-38421
Dear Erke Huang:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

CORRESP
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BIT DIGITAL INC.

33 Irving Place

New York, New York 10003

April 4, 2023

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 February 22, 2023 regarding its Form 20-F and Form 6-K. 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 6-K Filed December 7, 2022

Exhibit 99.1 Bit Digital press release
dated December 7, 2022

Consolidated Statements of Cash
Flows, page 22

    1.
    We note
    you present the purchase of digital assets (USDC) as an investing activity. Please tell us how you considered the guidance in ASC
    230 in determining to present this activity as an investing activity.

In response to the Staff’s comment,
we will revise future filings to present purchase of digital assets (USDC) as operating activities since the Company purchased and held
USDC for operational purposes.

6. Property and Equipment, Net, page 31

    2.
    We note
    your disclosure that you can no longer use any of your ETH miners to mine ETH. Please tell how you determined the carrying amount
    of your ETH miners was recoverable at September 30, 2022 and no impairment was required. Specifically tell us how you considered
    the guidance in ASC 360.

As indicated in our response filed
on October 26, 2022 to comment 8 in the SEC Staff’s Comment Letter dated September 22, 2022, we are unable to provide an estimate
of revenue generation from these ETH miners. While we suspect the Merge has devalued these miners, due to the uncertainty of revenue
generation from these miners, we cannot determine whether impairment has occurred. At the time of filing our third quarter of 2022
financial results on December 7, 2022, we had not decided how to use the ETH miners in the future.

In the fourth quarter of 2022, the
Company planned to use these ETH miners to mine ETH classic when it’s economical for us to turn on these miners. Pursuant to ASC
360, there are 2 steps needed to recognize impairment loss. Under Step 1 - recoverability test, the undiscounted expected future cash
flows from an asset group are compared to the asset group’s carrying amount. If the carrying amount exceeds the undiscounted estimated
future cash flows, the entity is required to perform Step 2 - measurement of an impairment loss, fair Value of the asset group is compared
to the carrying amount of the asset group in order to derive an impairment loss. The Company performed the impairment testing in the
fourth quarter of 2022 and recognized an impairment loss of $3,669,555.13 for the ETH miners in the consolidated financial statements
for the year ended December 31, 2022.

Division of Corporation Finance

U.S. Securities and Exchange Commission

April 4, 2023

Page 2

Form 20-F Filed April 15, 2022

Hosting Agreements, page 50

    3.
    Please refer to comments 3
    and 5. To the extent that profit-sharing, variable performance fees or any other similar costs paid to hosting facilities are significant
    individually or in total, please revise future filings to quantify the amounts and provide additional disclosure regarding how the
    costs are determined to allow an investor to more clearly understand underlying trends and variability in your cost of revenue.

In response to the Staff’s comment, the Company will quantify the
main components of cost of revenue, including electricity costs, profit-sharing fees/variable performance fees and/or other relevant costs
paid to our hosting facilities in future filings. See our response to comment #5 below for the detailed breakdown of cost of revenue in
2020, 2021 and 2022.

    4.
    Please
    refer to comments 4 and 6. Please revise your summary of significant accounting policies in future filings to clarify, if true, that
    all costs related to hosting agreements are presented in cost of revenue.

In response to the Staff’s comment,
the Company will revise to clarify that all costs related to hosting agreements are presented as cost of revenue in Note 2 – Summary
of Significant Accounting Policies to the consolidated financial statements in future filings.

Cost of Revenue, page 74

    5.
    Please
    refer to comment 9. We note the significant variability in cost of revenue during 2022, 2021 and 2020. In order to provide the information
    that is necessary for an investor to understand your results of operations, please tell us and revise future filings to quantify
    the main components of cost of revenue for each period presented and discuss the underlying drivers in the variability of the these
    costs of revenue and related trends. Refer to Items 5.A and 5.D of Form 20-F.

In response to the Staff’s comment,
the Company will revise future filings to disclose a breakdown of the main components of cost of revenue, including electricity costs,
profit-sharing fees and/or other relevant costs for the applicable periods. Additionally, the Company will discuss the underlying drivers
in the variability of these cost of revenues and related trends substantially in the same form as follows:

    For the Years Ended December 31,

    2022
    2021

    2020

    Electricity costs
    $ 15,113,046
    $ 24,790,688

    $ 14,104,628

    Profit-sharing fees
      4,027,597
      5,669,700

       -

    Others
      1,233,990
      279,388

       -

    Total
    $ 20,374,633
    $ 30,739,776

    $ 14,104,628

Electricity
costs. These expenses were incurred by mining facilities for the miners in operation and were closely correlated with the number
of deployed miners.

In
2022, electricity costs decreased by $9.7 million, or 39%, compared to 2021. The decline primarily resulted from a reduced number of
deployed miners due to i) the sale or disposal of certain miners before relocating from Hong Kong to North America, and ii) partial offline
status of miners in two facilities because of previously announced power cut-off incidents.

Division of Corporation Finance

U.S. Securities and Exchange Commission

April 4, 2023

Page 3

In
2021, electricity costs increased by $10.7 million, or 76%, compared to 2020. Although the Company had launched its bitcoin mining operations
in February 2020, the number of miners deployed in the first half of that year was considerably lower than in the second half. However,
throughout 2021, the Company deployed more miners resulting in a higher hash rate, which, in turn, demanded greater electricity usage,
thereby contributing to the surge in electricity costs.

Profit-sharing
fees. In 2021, we entered into hosting agreements with certain mining facilities, which included performance fees calculated
as a fixed percentage of net profit generated by the miners. We refer to these fee as profit-sharing fees.

In 2022, profit-sharing fees decreased
by $1.6 million, or 29%, compared to 2021. This reduction was primarily due to a decrease in the number of digital assets generated and
the comparatively lower average price of bitcoin during 2022.

Item 15. Controls and Procedures, page 102

 6. We
                                            note your response to comment 12 and re-issue the comment in part. Please tell us and revise
                                            future filings to discuss the estimated time remaining to complete each remediation action
                                            disclosed. Please also confirm that you will include the information provided in your prior
                                            response in future filings.

In the first quarter of 2023, our Company
has taken significant steps towards improving our internal control over financial reporting (ICFR) with the hiring of an experienced
consultant. The consultant will be working closely with our management team to address any issues with the design, implementation, and
documentation of our ICFR.

To further enhance our efforts, we
have engaged a well-established advisory firm in partnership with our ICFR consultant. Together, they will provide independent reviews
of our ICFR and offer valuable insights to assist with remediation.

Additionally, our Company has also
hired an IT consultant to assist with remediation efforts around ITGCs.

This project will begin in April and
will continue throughout the year.

Division of Corporation Finance

U.S. Securities and Exchange Commission

April 4, 2023

Page 4

Digital Assets, page F-10

 7. Please
                                            refer to comment 18. It appears that your pre January 1, 2022 policy to measure impairment
                                            based on the prices of digital assets on the reporting date is not consistent with the guidance
                                            in ASC 350. Please tell us how you considered if your misapplication of this accounting policy
                                            was an error, if the error was material to your financial statements prior to January 1,
                                            2022 considering the guidance in SAB Topic 1M, and whether financial statement restatements
                                            and an amendment to your Form 20-F were warranted. Please ensure your provided materiality
                                            analysis includes both quantitative and qualitative considerations.

The Company recently determined that
its method of calculating impairment using prices of digital assets on the reporting date prior to January 1, 2022 and on a daily basis
using a standard cutoff time in 2022 were not in compliance with the ASC 350-30-35-19 requirement to recognize impairment whenever carrying
value exceeds fair value, which effectively calls for the intraday low price to be utilized in calculating impairment whenever events
or changes in circumstances indicate it is more likely than not that the asset is impaired.

After conducting a preliminary analysis,
we have concluded that the Company needs to restate its impairment loss in compliance with the guidelines outlined in SAB Topic 1M. After
consultation with our auditor, we have determined that the most appropriate course of action is to disclose the restated impairment loss
in our upcoming 2022 annual financial statements on Form 20-F, accompanied by an audit report, as we anticipate their release to be imminent.
This approach will enable us to make the required disclosure without any delay. Rather than filing separate restatements for the previous
periods, we will include the restated impairment loss based on the intraday low price for 2020, 2021, and 2022 in our 20-F filing for
the year 2022, which will be submitted at a later date.

Digital asset mining, page F-12

 8. Please
                                            refer to comments 1 and 21. We note that you generated revenue from several pool operators
                                            during 2021 and 2020, including Huobi, Poolin, and Antpool. Please quantify for us the amount
                                            of mining pool fees charged to you during each period and tell us the nature of those fees.
                                            Also, please tell us how you presented these fees in your income statement, detail the accounting
                                            guidance you considered in making your determination and revise future filings to disclose
                                            your policy.

As indicated in responses to comments
#1 and #21 in our response letter dated November 28, 2022, 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. In addition, Huobi, Poolin and Antpool did not
charge the Company a fee for its services either.

We will disclose in future filings
the fact that “Our former pool operators didn’t charge mining pool fees. Our current pool operator, Foundry, has orally advised
the Company it has no present intention to charge fees to the Pool participants, it may do so in the future.”. The Company will
remove the statement “Fees are paid to the mining pool operator to cover the costs of maintaining the pool. While we do not pay
pool fees directly, pool fees are deducted from amounts we may otherwise earn,” in our future filings.

Division of Corporation Finance

U.S. Securities and Exchange Commission

April 4, 2023

Page 5

 9. We
                                            note your disclosure that the fair value of the digital assets award received is determined
                                            using the quoted price of the related digital assets at the time of receipt, which is not
                                            materially different than the fair value at contract inception. Please tell us all the facts
                                            and circumstances and the relevant accounting guidance you considered in determining each
                                            “contract inception” including explaining when and how often the criteria in
                                            paragraph ASC 606-10-25-1 is met to have a new contract. Also, explain the typical amount
                                            of time between “contract inception” and the time of receipt and how you determined
                                            that the fair value between these two times was not materially different. Lastly, please
                                            clarify if you recognize revenue when you receive confirmation of the consideration you will
                                            receive or when you actually receive it and explain the typical amount of time between these
                                            two times. Please revise future filings as necessary to ensure your accounting policies are
                                            clear related to these areas.

The Company provides its response in
three parts below:

1) Please tell us all the facts and
circumstances and the relevant accounting guidance you considered in determining each “contract inception” including explaining
when and how often the criteria in paragraph ASC 606-10-25-1 is met to have a new contract.

We entered into a mining pool contract
with Foundry, providing computing power to the mining pool. The contract is terminable at any time by either party with no termination
penalty. Our enforceable right to compensation begins when, and lasts for as long as, we provide computing power to the mining pool operator;
our performance obligation extends over the contract term given our continuous provision of computing power. This period of time corresponds
with the period of service for which the mining pool operator determines compensation due to us. Given cancellation terms of the contract,
and our customary business practice, the contract effectively provides the option to renew for successive contract terms daily. The options
to renew are not material rights because they are offered at the standalone selling price of computing power. KPMG’s Revenue Recognition
Handbook provides the following guidance on Step 1: Identify the contract(s) with a customer, Period-to-period contracts (with or
without stated terms) may be referred to as evergreen contracts. In a period-to-period contract, the contract term does not extend beyond
the period that can be cancelled without penalty. Thus, the inception of each contract is determined to be daily.

In addition, we h

United States securities and exchange commission logo
February 22, 2023
Erke Huang
Chief Financial Officer
Bit Digital, Inc.
33 Irving Place
New York, NY 10003
Re:Bit Digital, Inc.
Form 20-F Filed April 15, 2022
Form 6-K Filed December 7, 2022
Response dated November 28, 2022
File No. 001-38421
Dear Erke Huang:
            We have reviewed your November 28, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 22, 2022 letter.
Form 6-K Filed December 7, 2022
Exhibit 99.1 Bit Digital press release dated December 7, 2022
Consolidated Statements of Cash Flows, page 22
1.We note you present the purchase of digital assets (USDC) as an investing activity.
Please tell us how you considered the guidance in ASC 230 in determining to present this
activity as an investing activity.
6. Property and Equipment, Net, page 31
2.We note your disclosure that you can no longer use any of your ETH miners to mine ETH.
 Please tell how you determined the carrying amount of your ETH miners was recoverable
at September 30, 2022 and no impairment was required.  Specifically tell us how you

 FirstName LastNameErke Huang
 Comapany NameBit Digital, Inc.
 February 22, 2023 Page 2
 FirstName LastNameErke Huang
Bit Digital, Inc.
February 22, 2023
Page 2
considered the guidance in ASC 360.
Form 20-F Filed April 15, 2022
Hosting Agreements, page 50
3.Please refer to comments 3 and 5.  To the extent that profit-sharing, variable performance
fees or any other similar costs paid to hosting facilities are significant individually or in
total, please revise future filings to quantify the amounts and provide additional disclosure
regarding how the costs are determined to allow an investor to more clearly understand
underlying trends and variability in your cost of revenue.
4.Please refer to comments 4 and 6.  Please revise your summary of significant accounting
policies in future filings to clarify, if true, that all costs related to hosting agreements are
presented in cost of revenue.
Cost of Revenue, page 74
5.Please refer to comment 9.  We note the significant variability in cost of revenue during
2022, 2021 and 2020.  In order to provide the information that is necessary for an investor
to understand your results of operations, please tell us and revise future filings to quantify
the main components of cost of revenue for each period presented and discuss the
underlying drivers in the variability of the these costs of revenue and related trends.  Refer
to Items 5.A and 5.D of Form 20-F.
Item 15. Controls and Procedures, page 102
6.We note your response to comment 12 and re-issue the comment in part.  Please tell us
and revise future filings to discuss the estimated time remaining to complete each
remediation action disclosed.  Please also confirm that you will include the information
provided in your prior response in future filings.
Digital Assets, page F-10
7.Please refer to comment 18.  It appears that your pre January 1, 2022 policy to measure
impairment based on the prices of digital assets on the reporting date is not consistent with
the guidance in ASC 350.   Please tell us how you considered if your misapplication of
this accounting policy was an error, if the error was material to your financial statements
prior to January 1, 2022 considering the guidance in SAB Topic 1M, and whether
financial statement restatements and an amendment to your Form 20-F were warranted.
 Please ensure your provided materiality analysis includes both quantitative and
qualitative considerations.
Digital asset mining, page F-12
8.Please refer to comments 1 and 21.  We note that you generated revenue from several pool
operators during 2021 and 2020, including Huobi, Poolin, and Antpool.  Please quantify

 FirstName LastNameErke Huang
 Comapany NameBit Digital, Inc.
 February 22, 2023 Page 3
 FirstName LastName
Erke Huang
Bit Digital, Inc.
February 22, 2023
Page 3
for us the amount of mining pool fees charged to you during each period and tell us the
nature of those fees.  Also, please tell us how you presented these fees in your income
statement, detail the accounting guidance you considered in making your determination
and revise future filings to disclose your policy.
9.We note your disclosure that the fair value of the digital assets award received is
determined using the quoted price of the related digital assets at the time of receipt, which
is not materially different than the fair value at contract inception.  Please tell us all the
facts and circumstances and the relevant accounting guidance you considered in
determining each “contract inception” including explaining when and how often the
criteria in paragraph ASC 606-10-25-1 is met to have a new contract.  Also, explain the
typical amount of time between “contract inception” and the time of receipt and how you
determined that the fair value between these two times was not materially different.
Lastly, please clarify if you recognize revenue when you receive confirmation of the
consideration you will receive or when you actually receive it and explain the typical
amount of time between these two times.  Please revise future filings as necessary to
ensure your accounting policies are clear related to these areas.
General
10.Please refer to comment 2. Please confirm that you will include the information provided
in your responses in future filings.
            You may contact William Schroeder at 202-551-3294 or Michael Volley at 202-551-
3437 with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

CORRESP
1
filename1.htm

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

United States securities and exchange commission logo
September 22, 2022
Erke Huang
Chief Financial Officer
Bit Digital, Inc
33 Irving Place
New York, NY 10003
Re:Bit Digital, Inc
Form 20-F
Filed April 15, 2022
Form 6-K
Filed August 30, 2022
File No. 001-38421
Dear Mr. Huang:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
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.

 FirstName LastNameErke Huang
 Comapany NameBit Digital, Inc
 September 22, 2022 Page 2
 FirstName LastNameErke Huang
Bit Digital, Inc
September 22, 2022
Page 2
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.).
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.
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.
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.
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.
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.
Revenues, page 73
8.We note your disclosure that you received bitcoins from three mining pool operators in
2021 and two mining pool operators in 2020.  Please tell us and revise future filings to
disclose the percentage of revenue received from each pool operator.
Cost of revenues, page 74
9.We note your disclosure regarding the various items that comprise cost of revenue.  Please
tell us and revise future filings to quantify the main components of cost of revenue and
discuss any trends.  Refer to Items 5.A and 5.D of Form 20-F.

 FirstName LastNameErke Huang
 Comapany NameBit Digital, Inc
 September 22, 2022 Page 3
 FirstName LastNameErke Huang
Bit Digital, Inc
September 22, 2022
Page 3
Impairment of digital assets, page 74
10.We note your disclosures regarding impairment of digital assets on page 74. Please tell us
and revise future filings to disclose the amount of impairment recognized by
cryptocurrency (Bitcoin, Ether, etc.).
Non-GAAP Financial Measures, page 77
11.We note certain of your non-GAAP measures back out impairment of digital assets.
Please explain why you believe that adjusting for impairment of digital assets provides
useful information to investors given that you use your digital assets to, in part, fund your
operations and also considering the recurring nature of this charge.  Refer to Item
10(e)(1)(i)(C) of Regulation S-K.  Please also tell us how you considered whether these
measures substitute an individually tailored recognition and measurement method for
those of GAAP which results in a misleading non-GAAP measure that violates Rule
100(b) of Regulation G.  Please refer to Question 100.04 of the Compliance and
Disclosure Interpretations on Non-GAAP Financial Measures for guidance.
Item 15. Controls and Procedures, page 102
12.Noting the length of time your material weaknesses have existed, please tell us and revise
future filings to discuss the status of and estimated time remaining to complete each
remediation action disclosed.
Consolidated Statements of Operations and Comprehensive Income (Loss), page F-5
13.Please tell us how you determined that it was appropriate to present Impairment of digital
assets and Realized gain on exchange of digital assets as Other Income and (Expenses)
and not as Income (loss) from Operations.   Please tell us any authoritative or non-
authoritative guidance you considered.
Consolidated Statements of Cash Flows, page F-7
14.Please tell us how you considered whether proceeds from sales of digital assets should be
presented as investing activities or operating activities.  Please tell us any authoritative or
non-authoritative accounting guidance you considered.
Notes to Consolidated Financial Statements, page F-8
15.Please tell us and revise future filings to disclose revenue, for each period presented,
derived by country.  Refer to ASC 280-10-50-41.
2. Summary of Significant Accounting Policies, page F-9
16.Please tell us and revise future filings to explain the nature of the balance sheet line item
titled “Deposits for property and equipment,” to disclose your accounting policy and to
present a roll forward of the balance.

 FirstName LastNameErke Huang
 Comapany NameBit Digital, Inc
 September 22, 2022 Page 4
 FirstName LastNameErke Huang
Bit Digital, Inc
September 22, 2022
Page 4
Digital Assets, page F-10
17.Please tell us why you believe your digital assets meet the definition of current assets
considering the guidance in the ASC Master Glossary.
18.Please tell us and revise future filings to clarify the frequency and/or point(s) in time when
you measure impairment of your digital assets.  If you do not measure impairment based
on the lowest price of a digital asset during the period, please tell us how you considered
whether your policy is consistent with the guidance in ASC 350-30-35-19.
19.We note your disclosure on page F-10 that you account for your digital assets, including
USDC, as indefinite-lived intangible assets.  Please tell us the basis for your conclusion to
account for stablecoins as indefinite-lived intangible assets in accordance with ASC 350.
Additionally, please tell us your contractual rights related to redeeming the USDC and
specifically if you can redeem USDC for US fiat.  If you can redeem the USDC for US
fiat, please tell us how you considered whether USDC is a financial asset, if it is a security
and if it would be accounted for in accordance with ASC 320 or 310.
Digital asset mining, page F-12
20.Please tell us and revise future filings to disclose the principal market used to measure the
fair value of each material digital asset, if different.  Please tell us how you determined the
principal market for each material digital asset.  Refer to ASC 820-10-35-5A.
21.We note you state "…the Company is entitled to a fractional share of the fixed digital
assets award the mining pool operator receives, for successfully adding a block to the
blockchain”.  We also note your disclosure on page 49 that “Fees are paid to the mining
pool operator to cover the costs of maintaining the pool.  While we do not pay pool fees
directly, pool fees are deducted from amounts we may otherwise earn.” Please tell us and
revise future filings to clarify where pool fees are presented in your income statement and
tell us how you considered the guidance in ASC 606-10-32-25 and any other relevant
guidance in making your determination.
22.We note your disclosure on page 18 that you receive transaction fees paid in bitcoin by
participants who initiated transactions with new blocks that you mine.  Please tell us and
revise future filings to disclose:

•The amount of revenue recognized from mining rewards separately from the amount
recognized from transaction fees, if applicable.
•If you also pay transaction fees related to bitcoin transactions and disclose the amount
recognized and where the costs are presented.
•Your revenue recognition policies related to receiving transaction fees and your
accounting policies related to paying transaction fees.

 FirstName LastNameErke Huang
 Comapany NameBit Digital, Inc
 September 22, 2022 Page 5
 FirstName LastNameErke Huang
Bit Digital, Inc
September 22, 2022
Page 5
3. Digital Assets, page F-17
23.Please tell us and revise your financial statement footnotes in future filings to disclose the
information required by ASC 280-10-50-42 including the total revenue from each
customer that provided 10% or more of your revenues for each period presented.
8. Share Capital, page F-22
24.Please tell us and revise future filings to disclose how and where (e.g. expense, equity,
etc.) you present the $4.8 million cost related to liquidated damages recognized during
2021.  Please tell us the accounting guidance you considered in making your
determination.
9. Income Taxes, page F-25
25.Please tell us and revise future filings to disclose the information required by ASC 740-
10-50-15 and 15A.
12. Contingencies, page F-28
26.In accordance with ASC 450-20-50, please tell us and revise future filings to disclose the
following information for your legal contingencies in the aggregate or individually:

•The amount or range of reasonably possible losses in addition to amounts accrued; or
•That reasonably possible losses cannot be estimated; or
•That any reasonably possible losses in addition to the amounts accrued are not
material to your financial statements.
Form 6-K filed August 30, 2022
6. Investment Security, page 30
27.Noting your disclosure on page F-10 of your Form 20-F that you elected to record equity
investments in privately held companies using the measurement alternative at cost, less
impairment, with subsequent adjustments for observable price changes resulting from
orderly transactions for identical or similar investments of the same issuer, please tell us
why you did not recognize an upward adjustment on your investment considering your
sale of two thirds of the investment for a large gain during 2022.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameErke Huang
 Comapany NameBit Digital, Inc
 September 22, 2022 Page 6
 FirstName LastName
Erke Huang
Bit Digital, Inc
September 22, 2022
Page 6
            You may contact William Schroeder at 202-551-3294 or Michael Volley at 202-551-
3437 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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BIT DIGITAL,
INC.

33 Irving Place

New York, NY 10003

May 2, 2022

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attention: Tonya K. Aldave

  Re:
  Bit Digital, Inc.

  Form F-3 Registration Statement

  File No. 333-257934

Dear Ms. Aldave:

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 F-3 be accelerated by the U.S. Securities and Exchange Commission (the “Commission”)
to 4:30 p.m. (EST) on May 4, 2022, 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/ Bryan Bullett

  By: Bryan Bullett, Chief Executive Officer

CORRESP
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BIT DIGITAL, INC.

33 Irving Place

New York, New York 10013

April 28, 2022

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Attention: Tonya K. Aldave

 Re: Bit
Digital, Inc.

Registration Statement on Form F-3/A

Filed April 27, 2022

File No. 333-257934

Dear Ladies and Gentlemen:

Bit Digital, Inc. (the “Company”)
has submitted an amended Registration Statement on this date to update certain information under “Description of Share Capital.”

There were no unresolved comments. We would appreciate
your advising us as to when we may submit an acceleration request. Please do not hesitate to contact our Securities Counsel, Elliot H.
Lutzker, at (646) 428-3210 if you have any questions.

    Very truly yours,

    BIT DIGITAL, INC.

    By:
    /s/ Erke Huang

    Erke Huang

    cc:
    Elliot H. Lutzker, Esq.

CORRESP
1
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BIT DIGITAL, INC.

33 Irving Place

New York, New York 10013

April 27, 2022

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Attention: Tonya K. Aldave

    Re:
    Bit Digital, Inc.

    Registration Statement on Form F-3/A

    Filed April 20, 2022

    File No. 333-257934

Dear Ladies and Gentlemen:

Bit Digital, Inc. (the “Company”)
has submitted an amended Registration Statement on this date to update certain information, primarily concerning shares outstanding and
stock price calculations.

There were no unresolved comments. We would appreciate
your advising us as to when we may submit an acceleration request. Please do not hesitate to contact our Securities Counsel, Elliot H.
Lutzker, at (646) 428-3210 if you have any questions.

    Very truly yours,

    BIT DIGITAL, INC.

    By:
    /s/ Erke Huang

    Erke Huang

    cc:
    Elliot H. Lutzker, Esq.

CORRESP
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filename1.htm

BIT DIGITAL, INC.

33 Irving Place

New York, New York 10013

April 20, 2022

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Attention: Tonya K. Aldave

    Re:
    Bit Digital, Inc.

    Registration Statement
    on Form F-3/A

    Filed March 31,
    2022 / File No. 333-257934

Dear Ladies and Gentlemen:

Bit Digital, Inc. (the
“Company”) is hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission this letter
setting forth the Company’s response to comments contained in the Staff’s letter dated April 4, 2022 (the “Comment Letter”).
Concurrently with the submission of this letter, we are submitting an amended Registration Statement (the “Amendment”) on
this date reflecting the Company’s response to the Comment Letter. Set forth below is the Company’s response to comment in
the Comment Letter, which comment is repeated below for ease of reference.

Amendment No. 3 to Registration Statement on Form F-3

Risk Factors, page 17

 1. To the extent that any of your officers and directors are located in China or Hong
Kong, please add a risk factor that addresses the difficulty of bringing actions against these individuals and enforcing judgments against
them. In this regard, we note your disclosure in the last paragraph in your Enforceability of Civil Liabilities section on page 59.

Response:
The Company respectfully advises that, in light of this comment, the Company has revised its disclosure on the cover page of the
Prospectus; and under the heading “Risk Factors - You may experience difficulties in effecting service of legal process and
enforcing judgments against us and our management, and the ability of U.S. authorities to bring actions abroad” on page 57;
and on the Prospectus Supplement cover page.

If you have any questions regarding the
Amendment, please contact our securities counsel, Elliot H. Lutzker, at (646) 428-3210.

    Very truly yours,

    BIT DIGITAL, INC.

    By:
    /s/ Erke Huang

    Erke Huang

    cc:

    Elliot H. Lutzker, Esq.

    John J. Hart, Esq.

    Mark D. Wood, Esq.

    Alyse Sagalchik, Esq.

United States securities and exchange commission logo
April 4, 2022
Bryan Bullett
Chief Executive Officer
Bit Digital, Inc
33 Irving Place
New York, NY 10003
Re:Bit Digital, Inc
Amendment No. 3 to
Registration Statement on Form F-3
Filed March 31, 2022
File No. 333-257934
Dear Mr. Bullett:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 3 to Registration Statement on Form F-3
Risk Factors, page 17
1.To the extent that any of your officers and directors are located in China or Hong Kong,
please add a risk factor that addresses the difficulty of bringing actions against these
individuals and enforcing judgments against them.  In this regard, we note your disclosure
in the last paragraph in your Enforceability of Civil Liabilities section on page 59.

 FirstName LastNameBryan Bullett
 Comapany NameBit Digital, Inc
 April 4, 2022 Page 2
 FirstName LastName
Bryan Bullett
Bit Digital, Inc
April 4, 2022
Page 2
            Please contact Tonya K. Aldave at (202) 551-3601 or Sonia Bednarowski at (202) 551-
3666 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Elliot H. Lutzker, Esq.

CORRESP
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BIT DIGITAL, INC.

33 Irving Place

New York, New York 10013

March 31, 2022

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Attention: Tonya K. Aldave

    Re:
    Bit Digital, Inc.

    Registration Statement on Form F-3/A

    Filed February 28, 2022

    File No. 333-257934

Dear Ladies and Gentlemen:

Bit Digital, Inc. (the
“Company”) is responding to the Staff’s Comment Letter dated March 23, 2022. We have submitted an amended Registration
Statement (the “Amendment”) on this date reflecting the Company’s responses to the Comment Letter. Set forth below are
the Company’s responses, which appear in the same order of the comments in the Comment Letter and which comments are repeated below
for ease of reference.

Amendment No. 2 to Registration Statement on Form F-3

General

 1. Please provide us with a legal analysis that details why you continue to qualify
as a foreign private issuer after moving your operations to North America. Refer to Rule 405 of Regulation C under the Securities Act
of 1933.

Response No. 1

Rule 405 of Regulation C
under the Securities Act of 1933 (the “Act”) defines a foreign private issuer (an “FPI”) as:

any foreign issuer other
than a foreign government except an issuer meeting the following conditions:

(a)       More
than 50% of the outstanding voting securities of such issuer are directly or indirectly owned of record by residents of the United States;
and

(b)       Any
of the following:

 1. The majority of the executive officers or directors are United States citizens or
residents;

 2. More than 50% of the assets of the issuer are located in the United States; or

 3. The business of the issuer is administered principally in the United States.

Division of Corporation Finance

March 31, 2022

Page 2

If an issuer’s
outstanding voting securities are owned of record by more than 50% by residents of the United States (referred to herein as the “50%
test”), then the three additional conditions are not addressed. The test is required to be performed as of the last business day
of the registrant’s recently completed second quarter. The Company is incorporated in the Cayman Islands, and its voting securities
consist of ordinary shares and preferred shares that are entitled to one and fifty (50) vote(s) per share, respectively. The SEC staff
has confirmed, as set forth in Securities Act Compliance & Disclosure Interpretation Question 203.17, that, in applying the 50% test,
an issuer may look to the absolute number of voting securities held outside and inside the United States, or the voting power of such
securities. As of June 30, 2021, there were 53,906,241 ordinary shares issued and outstanding and 1,000,000 preferred shares issued and
outstanding, which translates to 53,906,241 votes and 50,000,000 votes, respectively, in terms of voting power.

Management confirmed,
with data provided by a data service provider, that there were approximately 12,036,112
ordinary shares and 1,000,000 preferred shares owned by non-U.S. residents. Thus, the percentage of voting power of Bit
Digital’s voting securities owned by non-U.S. residents on June 30, 2021 was approximately 60%.

As the Company satisfied
the first test by being incorporated in the Cayman Islands and having more than 50% of its voting securities owned by non-U.S. residents,
the Company met the definition of an FPI as of June 30, 2021. The Company will perform the same test again on the last day of the second
fiscal quarter in 2022.

Cover Page

 2. Please revise your cover page to disclose whether your auditor is subject to the determinations announced
by the PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies Accountable Act and related regulations will affect
your company. In addition, please add a cross-reference to where the determination announced by the PCAOB on December 16, 2021 and the
Holdings Foreign Companies Accountable Act are discussed in greater detail.

Response No. 2

This comment has been complied
with. New disclosure has been added to the cover page of the Amendment with appropriate cross-references to where the PCAOB’s determinations
were discussed in greater detail.

Division of Corporation Finance

March 31, 2022

Page 3

Summary of Information, page 4

 3. Please remove the second bullet point on page 6 that states "since the Company
has no PRC subsidiaries in mainland China and has terminated the process to form one in mainland China, the Company is not subject to
liquidity risks in mainland China." In this regard we note that the Summary of Information section is intended to contain a summary
of material risks.

Response No. 3

This comment has been complied with. The
second bullet has been removed in the Amendment.

 4. We note your disclosure on page 5 that "[n]otwithstanding the termination of [y]our bitcoin mining
operations in China, [you] presently intend to continue [y]our limited administrative activities described above in China and Hong Kong
through our Hong Kong subsidiaries, in order to take advantage of [y]our existing bitcoin mining relationships and continue to access
the spot market and Chinese manufacturers of bitcoin mining equipment." Please disclose whether you may have difficulties in transferring
cash to or from your Hong Kong subsidiaries and whether you could have difficulties transferring the bitcoin mining equipment from your
Hong Kong subsidiaries to your other subsidiaries. In addition, address this risk in your risk factors section.

Response No. 4

This comment has been
complied with under “Summary of Information” and under “Risk Factors” in the Amendment.

Please do not hesitate to contact our Securities
Counsel, Elliot H. Lutzker, at (646) 428-3210 if you have any questions.

    Very truly yours,

    BIT DIGITAL, INC.

    By:
    /s/ Erke Huang

    Erke Huang

    cc:
    Elliot H. Lutzker, Esq.

United States securities and exchange commission logo
March 23, 2022
Bryan Bullett
Chief Executive Officer
Bit Digital, Inc
33 Irving Place
New York, NY 10003
Re:Bit Digital, Inc
Amendment No. 2 to
Registration Statement on Form F-3
Filed February 28, 2022
File No. 333-257934
Dear Mr. Bullett:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 29, 2021 letter.
Amendment No. 2 to Registration Statement on Form F-3
General
1.Please provide us with a legal analysis that details why you continue to qualify as a
foreign private issuer after moving your operations to North America.  Refer to Rule 405
of Regulation C under the Securities Act of 1933.
Cover Page
2.Please revise your cover page to disclose whether your auditor is subject to the
determinations announced by the PCAOB on December 16, 2021 and whether and how
the Holding Foreign Companies Accountable Act and related regulations will affect your

 FirstName LastNameBryan Bullett
 Comapany NameBit Digital, Inc
 March 23, 2022 Page 2
 FirstName LastName
Bryan Bullett
Bit Digital, Inc
March 23, 2022
Page 2
company.  In addition, please add a cross-reference to where the determination announced
by the PCAOB on December 16, 2021 and the Holdings Foreign Companies Accountable
Act are discussed in greater detail.
Summary of Information, page 4
3.Please remove the second bullet point on page 6 that states "since the Company has no
PRC subsidiaries in mainland China and has terminated the process to form one in
mainland China, the Company is not subject to liquidity risks in mainland China." In this
regard we note that the Summary of Information section is intended to contain a summary
of material risks.
4.We note your disclosure on page 5 that "[n]otwithstanding the termination of [y]our
bitcoin mining operations in China, [you] presently intend to continue [y]our limited
administrative activities described above in China and Hong Kong through our Hong
Kong subsidiaries, in order to take advantage of [y]our existing bitcoin mining
relationships and continue to access the spot market and Chinese manufacturers of bitcoin
mining equipment."  Please disclose whether you may have difficulties in transferring
cash to or from your Hong Kong subsidiaries and whether you could have difficulties
transferring the bitcoin mining equipment from your Hong Kong subsidiaries to your
other subsidiaries.  In addition, address this risk in your risk factors section.
            Please contact Tonya K. Aldave at (202) 551-3601 or Sonia Bednarowski at (202) 551-
3666 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Elliot H. Lutzker, Esq.

CORRESP
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BIT DIGITAL, INC.

33 Irving Place

New York, New York 10013

February 28, 2022

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Attention: Tonya K. Aldave

    Re:
    Bit Digital, Inc.

Registration Statement on Form F-3/A

Last Filed September 3, 2021

File No. 333-257934

Dear Ladies and Gentlemen:

Bit
Digital, Inc. (the “Company”) is responding to the SEC Staff’s Comment Letter dated September 29, 2021. We have also
amended the Registration Statement in response to the staff’s several comment letters concerning certain of our other registration
statements (Nos. 333-260241 and 333-258330). We have filed Amendment No. 2 to the Registration Statement (the “Amendment”)
on the date hereof reflecting the Company’s responses to the Staff’s
comments. Set forth below are the Company’s responses, which appear in the same order of the Staff’s comments which are repeated
below for ease of reference.

Amendment No. 1 to Registration Statement on Form F-3

Cover Page

1. We note your response to our prior comments
2 and 9. Although we note disclosure that your activities may not be deemed to be operation activities by a foreign legal person or entity
under PRC law, you nevertheless appear to have remaining operations in China including warehousing 29.2% of your hardware and engaging
10 employees. Please provide prominent disclosure about the legal and operational risks associated with your remaining operations in China,
including a discussion on how the recent ban of digital asset transactions in China impacts your business and whether it will impact your
corporate structure going forward. Your disclosure should make clear whether these risks could result in a material change in your operations
and/or the value of your securities or could significantly limit or completely hinder your ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless. Alternatively, if you believe that your
remaining operations in China pose no such risks, including no risks to the value of your securities, please provide us your factual and
legal analysis explaining why that is the case.

Response to No. 1

In response to this comment,
the Company has included in the Amendment prominent disclosure on both the cover page of the prospectus and at the beginning of Summary
of Information, as to the current status of the Company’s operations as well as risks posed by having previously been a China-based
issuer.

The Company has disclosed
in the Summary of Information that mining operations in China completely terminated in June 2021 and that all of its miners that had been
warehoused were migrated out of China by the end of September 2021.

The Company further disclosed
in the Amendment that it does not own or control any VIEs nor does it intend to form a VIE in the future. In view of its limited operations
in mainland China, which are primarily run out of Hong Kong, the Company has abandoned its prior efforts to form a WFOE. The Company has
disclosed both in the Prospectus Summary and in the Risk Factors the risks and uncertainties that the Company may be subject to any fines
or penalties as a result of its prior operations as a China-based issuer.

    Division of Corporation Finance

February 28, 2022

Page 2

2. We note your response to our prior comments
1 and 2. On page 3 and S-4, you state that you are in the process of registering a wholly-owned subsidiary to do business in China, and,
on pages 3 and S-5, you state that you have operating entities in China. Please provide a separately captioned section in the Summary
of Information and Prospectus Supplement Summary explaining your current and planned corporate structure, including diagrams for each.
Include a discussion of the purpose of your planned PRC subsidiary and describe the operations in which it will engage. Explain whether
this will involve the use of a variable interest entity. To the extent material, discuss any attendant risks to this new PRC subsidiary
or the business you plan to do in China and include cross references to relevant risk factors. Also, please clearly describe the operations
of your operating entities in China and include cross references to relevant risk factors.

Response to No. 2

As noted above in Response
No. 1, under the first bullet in the Summary of Information, the Company included in the Amendment disclosure that it had abandoned the
process of forming a WFOE subsidiary in mainland China. The diagram inserted under the second bullet in the Summary of Information does
not contemplate any new entities being added to the existing six (6) subsidiaries of the Company. The operations of the Company’s
two Hong Kong subsidiaries are set forth in the fourth bullet of the Summary of Information.

Incorporated by Reference, page 2

3. Please
review your disclosure on page 2 to specifically incorporate by reference your 6-K for the quarter ended June 30, 2021 on August 20, 2021.

Response to No. 3

In response to this comment, the list of documents
incorporated by reference in the Amendment has been updated.

Summary of Information, page 3

4. We note your response to our prior comment
3. In your Summary of Information on page 3 and the Prospectus Summary on page S-4, describe any significant liquidity risks relating
to your prior, current, or future corporate structure or operations in China.

Response to No. 4

In response to this comment,
the Amendment includes disclosure in the last bullet in the “Summary of Information,” which clarifies that “[s]ince
the Company has no subsidiaries in mainland China and has terminated the process to form one in mainland China, the Company is not subject
to liquidity risks in mainland China.”

5. We note your response to our prior comment
5. Please revise your “Transfer of cash” and “Payment of dividends or distributions” discussions on page 7 to
quantify the transactions discussed. Additionally, revise your “Payment of dividends or distributions” discussion to discuss
the tax consequences of the transactions discussed therein.

Summary of Information, page 3

Response to No. 5

In response to the Staff’s
comments, we have quantified the “Transfer of cash” and “Payment of dividends or distributions” on page 13.

    Division of Corporation Finance

February 28, 2022

Page 3

Our Business, page 4

6. We note your response to our prior comment
7, and reissue in part. In that regard, please:

    ●
    Revise to provide quantitative information regarding each of your hosting agreements with Compute North, Link Global, and Digihost, regarding, for example, fees and profit sharing;

    ●
    Disclose the material terms of your agreement with BlockFusion USA, including quantitative terms;

    ●
    Provide a brief description of any regulations in Canada that impact your operations;

    ●
    Further disclose the material terms of your custodian agreements with Matrixport Cactus and Copper, including for example in what manner they are required to store your digital assets, whether they are contractually required to hold your digital assets in cold storage, what security precautions your custodians are required to undertake, what inspection rights you have, and what type of insurance your custodians are required to have to protect you from loss;

    ●
    Identify the factors that management considers when evaluating market conditions in considering whether to sell bitcoin;

    ●
    Disclose whether your custodians store all digital assets you own, including stablecoins, or explain in sufficient detail how you store such stablecoins;

    ●
    Disclose whether you hold any insurance for your digital assets, and, if so, provide a brief description of the insurance; and

    ●
    State the interest rate you charge on bitcoin loans that you make.

Response to No. 6

In response to this comment, the Company revised
the disclosure appearing in “Summary of Information – Our Company,” starting on page 6 of the Prospectus. Specifically,
the Company notes for the Staff that:

    ●
    All quantitative information concerning the three (3) hosting agreements have been described under “Our Company - Hosting Agreements.”

    ●
    All material terms of the agreement with Blockfusion USA including quantitative terms have been described under “Our Company - Hosting Agreements.”

    ●
    Canadian regulations are described with “Our Company - Hosting Agreements - Link Global Technologies, Inc.” and “Risks Factors – Risks Related to Canadian Government Regulations.” The Company has a non-material number of miners in Alberta, Canada.

    ●
    The material terms of the Custodian Agreements with Matrixport Cactus Custody and Copper are set forth under “Our Company - Custodian Accounts.”

    ●
    A description of the Company is set forth under “Our Company - Custodian Accounts.”

    ●
    The 5% interest rate on prior loans is described under “Our Company – Currency Transactions.”

    Division of Corporation Finance

February 28, 2022

Page 4

Risk Factors, page 10

7. We note your response to our prior comment
8. Disclose in the “Our Business” section beginning on page 4, whether you continued any bitcoin mining operations after any
government mining bans in China, national or otherwise, were put into effect. To the extent you continued any mining operations after
any bans were put into effect, provide specific risk factor disclosure addressing the possible consequences. In that regard we note that
in May 2021 the Chinese government targeted virtual currency mining, but you did not cease mining operations in China until June 2021.

Response to No. 7

In
response to this comment, we have added disclosures on the cover page of the prospectus; on page 5 in the fourth bullet under Summary
of Information; page 9 under “Migration and Status of Mining Operations”; and page 18 under Risk Factors – “We
may be subject to fines and penalties for any noncompliance with or liabilities in our historical business in China in a certain period
from now on.”

8. We note your response to our prior comment
10. You state on page 16 that “due to [y]our past mining operations in China, [you] may be deemed to be a ‘data processor
carrying out data processing activities’ under the Measures.” In light of this disclosure, why do you believe you “currently
are not required to obtain clearance from the CAC before [y]our listing in the United States under the recently enacted or proposed regulations
or rules.”

Response to No. 8

In response to this comment,
the Company has revised its disclosure, including on page 21 of the Prospectus under “Risks Factors – We may be subject to
recently announced Measures from the Cyberspace Administration of China concerning the collection of data and required to obtain clearance
from the CAC.”

Please do not hesitate to
contact our Securities Counsel, Elliot H. Lutzker, at (646) 428-3210 if you have any questions.

    Very truly yours,

    BIT DIGITAL, INC.

    By:
    /s/ Erke Huang

    Erke Huang

    cc:
    Elliot H. Lutzker, Esq.

CORRESP
1
filename1.htm

BIT DIGITAL,
INC.

33 Irving Place

New York, NY 10003

February 3, 2022

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attention: Tonya K. Aldave

Re:  Bit
Digital, Inc.

Form F-3 Registration Statement

File No. 333-258330

Dear Ms. Aldave:

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 F-3 be accelerated by the U.S. Securities and Exchange Commission (the “Commission”)
to 4:00 p.m. (EST) on February 7, 2022, 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/ Bryan Bullett

    By: Bryan Bullett, Chief Executive Officer

CORRESP
1
filename1.htm

BIT DIGITAL, INC.

33 Irving Place

New York, NY 10013

February 1, 2022

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, DC 20549

Attention: Tonya K. Aldave

    Re:
    Bit Digital, Inc.

    Amendment No. 6 to Registration Statement on Form F-3

    Last Filed January 24, 2022

    File No. 333-258330

Dear Ladies and Gentlemen:

Bit Digital, Inc. (the
“Company”) is responding to the Staff’s Comment Letter dated January 31, 2022. We have submitted Amendment No. 7 (the
“Amendment”) to the Registration Statement on Form F-3 (the “Registration Statement”) on this date reflecting
the Company’s responses.

Set forth below are the
Company’s responses, which appear in the same order of the comments which are repeated below for each of reference.

Amendment No. 6 to Registration Statement on Form
F-3

Prospectus Summary

Custodian Accounts, page 7

    1.

    Please remove your reference to stablecoins in the first paragraph of this section, and disclose the specific stablecoins, if any, you hold or intend to hold.

Response No. 1

This comment has been complied with.

Risk Factors, page 13

    2.

    We note that you added the following statement: "[r]ecent statements and regulatory actions by China’s government, such as those related to the use of variable interest entities (VIEs) and ban on digital asset transactions and data security or anti-monopoly concerns, may have an adverse effect on the Company in view of its prior operations, but are not expected to result in an adverse impact on our corporate structure going forward or have a material change in our operations and/or the value of our securities or significantly limit or completely hinder our ability to offer or continue to offer securities to investors or cause the value of such securities to significantly decline or be worthless." In addition, you removed the following statement: "[t]hese risks and others could result in a material change in the value of our securities and/or significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and cause the value of such securities to significantly decline or be worthless." Please revise this paragraph to remove the first statement because it appears to be a disclaimer not appropriate for an introduction to the risk factors section. In addition, replace the second statement because you continue to have subsidiaries in Hong Kong.

Response No. 2

This comment has been complied with.

    Division of Corporation Finance

February 1, 2022

Page 2

We would very much appreciate
hearing from you as to when we may submit an accelerated request.

Please do not hesitate
to contact our Securities Counsel, Elliot H. Lutzker, at (646) 428-3210 if you have any questions.

    Very truly yours,

    BIT DIGITAL, INC.

    By:
    /s/ Bryan Bullett

    Bryan Bullett, Chief Executive Officer

    cc:

    Elliot H. Lutzker, Esq.

    Robert W. Downes,Esq. (Sullivan & Cromwell LLP)

United States securities and exchange commission logo
January 31, 2022
Bryan Bullett
Chief Executive Officer
Bit Digital, Inc.
33 Irving Place
New York, NY 10003
Re:Bit Digital, Inc.
Amendment No. 6 to
Registration Statement on Form F-3
Filed January 24, 2022
File No. 333-258330
Dear Mr. Bullett:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 4, 2022 letter.
Amendment No. 6 to Registration Statement on Form F-3
Prospectus Summary
Custodian Accounts, page 7
1.Please remove your reference to stablecoins in the first paragraph of this section, and
disclose the specific stablecoins, if any, you hold or intend to hold.
Risk Factors, page 13
2.We note that you added the following statement: "[r]ecent statements and regulatory
actions by China’s government, such as those related to the use of variable interest entities
(VIEs) and ban on digital asset transactions and data security or anti-monopoly concerns,

 FirstName LastNameBryan Bullett
 Comapany NameBit Digital, Inc.
 January 31, 2022 Page 2
 FirstName LastName
Bryan Bullett
Bit Digital, Inc.
January 31, 2022
Page 2
may have an adverse effect on the Company in view of its prior operations, but are not
expected to result in an adverse impact on our corporate structure going forward or have a
material change in our operations and/or the value of our securities or significantly limit
or completely hinder our ability to offer or continue to offer securities to investors or
cause the value of such securities to significantly decline or be worthless."  In addition,
you removed the following statement: "[t]hese risks and others could result in a material
change in the value of our securities and/or significantly limit or completely hinder our
ability to offer or continue to offer our securities to investors and cause the value of such
securities to significantly decline or be worthless."  Please revise this paragraph to remove
the first statement because it appears to be a disclaimer not appropriate for an introduction
to the risk factors section.  In addition, replace the second statement because you continue
to have subsidiaries in Hong Kong.
            Please contact Tonya K. Aldave at (202) 551-3601 or Sonia Bednarowski at (202) 551-
3666 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Elliot H. Lutzker, Esq.

CORRESP
1
filename1.htm

BIT DIGITAL, INC.

33 Irving Place

New York, NY 10013

January 24, 2022

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, DC 20549

Attention: Tonya K. Aldave

    Re:
    Bit Digital, Inc.

    Amendment No. 6 to Registration Statement on Form F-3

    Last Filed December 8, 2021 / File No. 333-258330

Dear Ladies and Gentlemen:

Bit Digital, Inc. (the “Company”)
is responding to the Staff’s Comment Letter dated January 4, 2022. We have submitted Amendment No. 6 (the “Amendment”)
to the Registration Statement on Form F-3 (the “Registration Statement”) on this date reflecting the Company’s responses.

Set forth below are the Company’s
responses, which appear in the same order of the comments which are repeated below for each of reference.

Amendment No. 5 to Registration Statement on Form F-3
General

    1.
    Please update your disclosure to reflect that the Commission adopted rules to implement the HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its report notifying the Commission of its determination that it is unable to inspect or investigate completely accounting firms headquartered in mainland China or Hong Kong. In addition, please revise your cover page, summary section and risk factors section to disclose whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021 and whether and how the HFCAA and related regulations will affect your company.

Response to No.1

This comment has
been complied with on p. 2 and under “Risk Factors – Regulatory bodies of the United States may be limited in their ability
to conduct investigations or inspections of our operations in China” on p. 20.

Risk Factors, page 13

    2.
    We note your disclosure regarding your Hong Kong subsidiaries. Please revise your risk factors section to disclose the risks related to your business operations in Hong Kong, including a discussion of the impact if certain PRC laws and regulations were to become applicable in Hong Kong and the risk that the subsidiaries could become subject to the direct oversight of the PRC government at any time due to changes in laws or other unforeseeable reasons, as well as recent policy pronouncements by the PRC government regarding business activities of US-listed Chinese businesses. Please also add a summary of these risks to your cover page.

Response to No. 2

This comment has been complied
with in the last bullet on the cover page of the prospectus, and under a new Risk Factor on p. 21, titled “Our Hong Kong subsidiaries
could become subject to the direct oversight of the PRC government at any time if the National laws of mainland China are applied to Hong
Kong.”

Division of Corporation Finance

January 24, 2022

Page 2

We are also responding to the
Staff’s Comment Letter dated January 19, 2022 concerning Amendment No. 4 to Registration Statement on Form F-3 No. 333-260241
General

    3.
    Please revise your disclosure on pages 2 and 19 to clarify that on December 2, 2021, the SEC adopted amendments to finalize rules implementing the HFCAA. In this regard, please note that the HFCAA finalized by the SEC differs from the Accelerating Holding Foreign Companies Act, which was passed by the Senate in June 2021. Please revise your disclosure to clarify that the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would amend the HFCAA to reduce the number of “non-inspection years” from three years to two years, and thus, would reduced the time before your securities may be prohibited from trading or delisted.

Response to No. 3

This comment has been complied
with on pages 2 and 20.

We are also responding to the Staff’s Comment Letter dated
January 20, 2022 concerning Amendment No. 5 to Registration Statement on Form F-3 333-260241

 4. Refer to your response to comment 1. On page 19, we note that
you continue to state that “[o]n December 2, 2021, the SEC adopted amendments to finalize rules implementing the HFCA Act, requiring
the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspection
for two consecutive years instead of three.” Please revise to clarify that, on December 2, 2021, the SEC adopted amendments to finalize
rules implementing the HFCAA, which requires the SEC to prohibit an issuer’s securities from trading on a U.S. national securities exchange
and in the over-the-counter market if the auditor is not subject to PCAOB inspection for three years. In addition, please replace your
deleted disclosure describing the impact of the HFCAA, which stated that “[a]ccordingly, [y]our securities may be prohibited from
trading on the Nasdaq or other U.S. stock exchange if [y]our auditor is not inspected by the PCAOB for three consecutive years, and this
ultimately could result in [y]our ordinary shares being delisted.”

Response to No. 4

This comment has been
complied with on pages 2 and 20.

Please do not hesitate to contact our Securities Counsel, Elliot H. Lutzker, at (646) 428-3210 if
you have any questions.

    Very truly yours,

    BIT DIGITAL, INC.

    By:
    /s/ Bryan Bullett

    Bryan Bullett, Chief Executive Officer

    cc:
    Elliot H. Lutzker, Esq.

CORRESP
1
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BIT DIGITAL, INC.

33 Irving Place

New York, NY 10003

January 21, 2022

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Attention: Tonya K. Aldave

    Re:
    Bit Digital, Inc.

    Amendment No. 5 to Registration Statement on Form F-3

    Last Filed January 18, 2022 - File No. 333-260241

Dear Ladies and Gentlemen:

Bit Digital, Inc. (the “Company”)
is responding to the Staff’s Comment Letter dated January 19, 2022. We have submitted Amendment No. 6 (the “Amendment”)
to the Registration Statement on Form F-3 (the “Registration Statement”) on this date reflecting the Company’s response.

Set forth below is the
Company’s response, which comment is repeated below for reference.

Amendment No. 5 to Registration Statement
on Form F-3

Risk Factors

Regulatory bodies of the United States may be limited in their ability
to conduct investigations, page 19

1.       Refer
to your response to comment 1. On page 19, we note that you continue to state that "[o]n December 2, 2021, the SEC adopted amendments
to finalize rules implementing the HFCA Act, requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock
exchanges if its auditor is not subject to PCAOB inspection for two consecutive years instead of three." Please revise to clarify
that, on December 2, 2021, the SEC adopted amendments to finalize rules implementing the HFCAA, which requires the SEC to prohibit an
issuer's securities from trading on a U.S. national securities exchange and in the over-the-counter market if the auditor is not subject
to PCAOB inspection for three years. In addition, please replace your deleted disclosure describing the impact of the HFCAA, which stated
that "[a]ccordingly, [y]our securities may be prohibited from trading on the Nasdaq or other U.S. stock exchange if [y]our auditor
is not inspected by the PCAOB for three consecutive years, and this ultimately could result in [y]our ordinary shares being delisted."

Response No. 1

This comment has been
complied with on page 19. Please advise us as to when we may submit an acceleration request.

Please do not hesitate
to contact our Securities Counsel, Elliot H. Lutzker, at (646) 428-3210 if you have any questions.

    Very truly yours,

    BIT DIGITAL, INC.

    By:
    /s/ Bryan Bullett

    Bryan Bullett, Chief Executive Officer

    cc:

    Elliot H. Lutzker, Esq.

    Robert W. Downes, Esq. (Sullivan & Cromwell LLP)

CORRESP
1
filename1.htm

BIT DIGITAL,
INC.

33 Irving Place

New York, NY 10003

January 21, 2022

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attention: Tonya K. Aldave

    Re:
    Bit Digital, Inc.

    Form F-3 Registration Statement

    File No. 333-260241

Dear Ms. Aldave:

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 F-3 be accelerated by the U.S. Securities and Exchange Commission (the “Commission”)
to 4:00 p.m. (EST), on January 25, 2022.

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/ Bryan Bullett

    By: Bryan Bullett, Chief Executive Officer

CORRESP
1
filename1.htm

BIT DIGITAL, INC.

33 Irving Place

New York,
NY 10003

January 20, 2022

Division of Corporation Finance

U.S. Securities and Exchange Commission Washington,

D.C.
20549

Attention: Tonya K. Aldave

Re:	Bit Digital, Inc.

Amendment No. 5 to Registration Statement
on Form F-3 Last Filed January 18, 2022 - File No. 333-260241

Dear Ladies and Gentlemen:

In accordance with your telephone
conversation today with our Securities Counsel, Elliot H. Lutzker, Bit Digital, Inc. (the "Company") is submitting a revised
page proof concerning the Staff's Comment Letter dated January 19, 2022. We believe that the sole comment relating to Amendment No. 5
to the above-captioned Registration Statement has now been complied with. We would very much appreciate hearing from you as to when we
may submit an acceleration request.

Please do not hesitate to contact our Securities Counsel,
Elliot H. Lutzker, at (646) 428- 3210 if you have any questions.

Very truly yours,

BIT DIGITAL, INC.

  By:
  /s/ Bryan Bullett

  Bryan Bullett, Chief Executive Officer

  cc:
  Elliot H. Lutzker, Esq.

  Robert W. Downes, Esq. (Sullivan & Cromwell LLP)

management
body" as the body that exercises full and substantial control over and overall management of the business, productions,
personnel, accounts and properties of an enterprise. In April 2009, the State Administration of Taxation issued a circular, known as
Circular 82, (partly amended) which provides certain specific criteria for determining whether the "de facto management
body" of a PRC-controlled enterprise that is incorporated offshore is located in China. Although this circular only applies to
offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners
like us, the criteria set forth in the circular may reflect the State Administration of Taxation's general position on how the
"de facto management body" test should be applied in determining the tax resident status of all offshore enterprises.
According to Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be
regarded as a PRC tax resident by virtue of having its "de facto management body" in China and will be subject to PRC
enterprise income tax on its global income only if all of the following conditions are met: (i) the primary location of the
day-to-day operational management is in the PRC; (ii) decisions relating to the enterprise's financial and human resource matters
are made or are subject to approval by organizations or personnel in the PRC; (iii) the enterprise's primary assets, accounting
books and records, company seals, and board and shareholder resolutions, are located or maintained in the PRC; and (iv) at least 50%
of voting board members or senior executives habitually reside in the PRC.

We believe none of our entities outside
of China is a PRC resident enterprise for PRC tax purposes. See "Taxation

- People's Republic of China
Taxation'; in our Registration Statement on Form F-1 (No. 333-254060). However, the tax resident status of an enterprise is subject to
determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term "de facto management
body." Since a portion of our management members are not based in China, it remains unclear how the tax residency rule will apply
to our case. If the PRC tax authorities determine that we or any of our subsidiaries outside of China is a PRC resident enterprise for
PRC enterprise income tax purposes, then we or such subsidiary could be subject to PRC tax at a rate of 25% on its world-wide income,
which could materially reduce our net income. In addition, we will also be subject to PRC enterprise income tax reporting obligations.
Furthermore, if the PRC tax authorities determine that we are a PRC resident enterprise for enterprise income tax purposes, gains realized
on the sale or other disposition of our ordinary shares may be subject to PRC tax, at a rate of 10% in the case of non-PRC enterprises
or 20% in the case of non-PRC individuals (in each case, subject to the provisions of any applicable tax treaty), if such gains are deemed
to be from PRC sources. It is unclear whether non-PRC shareholders of our company would be able to claim the benefits of any tax treaties
between their country of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. Any such tax may reduce
the returns on your investment in our ordinary shares.

18

Regulatory
bodies of the United States may be limited in their ability to conduct investigations or inspections of our operations in China.

The increased
regulatory scrutiny focus on U.S.-listed companies with operations in China could add uncertainties to our business operations, share
price and reputation. Although the audit reports of Audit Alliance LLP incorporated by reference into this prospectus are prepared by
Singapore auditors who are subject to inspection by the Public Company Accounting Overnight Board (the "PCAOB"), there is no
guarantee that future audit reports will be prepared by auditors that are completely inspected by the PCAOB and, as such, future investors
may be deprived of such inspections, which could result in limitations or restrictions to our access in the U.S. capital markets. Furthermore,
trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act (the "HFCA Act") or the Accelerating
Holding Foreign Companies Accountable Act if the SEC subsequently determines our audit work is performed by auditors that the PCAOB is
unable to inspect or investigate completely, and as a result, U.S. national securities exchanges, such as the Nasdaq or the over-the-counter
market, may determine to delist our securities. Furthermore, on June 22, 2021, the U.S. Senate passed
the Accelerating Holding Foreign Companies Accountable Act. On December 2, 2021, the SEC adopted amendments to finalize rules implementing
the HFCA Act, requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not
subject to PCAOB inspection for two consecutive years instead of three.

- 27-

U.S. public
companies that have or had a substantial portion of their operations in China, have been the subject of intense scrutiny, criticism and
negative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and
negative publicity has centered on financial and accounting irregularities and mistakes, a lack of effective internal controls over financial
accounting, inadequate corporate government policies or a lack of adherence thereto and, in many cases, allegations of fraud.

In recent
years, as part of increased regulatory focus in the United States on access to audit information, the United States enacted the Holding
Foreign Companies Accountable Act, or the HFCA Act, in December 2020. The HFCA Act includes requirements for the SEC to identify issuers
whose audit reports are prepared by auditors that the PCAOB is unable to inspect or investigate completely because of a restriction imposed
by a non-U.S. authority in the auditor's local jurisdiction. The HFCA Act also requires public companies on this SEC list to certify
that they are not owned or controlled by a foreign government and make certain additional disclosures in their SEC filings. In addition,
under the HFCA Act, if the auditor of a U.S. listed company's financial statements is not subject to PCAOB inspections for three consecutive
"non-inspection" years after the law becomes effective, the SEC is required to prohibit the securities of such issuer from
being traded on a U.S. national securities exchange, such as the NYSE and the Nasdaq, or in the U.S. over-the-counter markets. On March
24, 2021, the SEC announced that it had adopted interim final amendments to implement the foregoing certification and disclosure requirements
and that it was seeking public comment on the issuer identification process as well as the submission and disclosure requirements. On
December 2, 2021, the SEC adopted amendments to finalize rules implementing the HFCA Act, which requires the SEC to prohibit an issuer's
securities from trading on any U.S. national securities exchange and in the over-the-counter market, if the auditor is not subject to
PCAOB inspections for three consecutive years. Accordingly, our securities may be prohibited from trading
on the Nasdaq or other U.S. stock exchange if our auditor is not inspected by the PCAOB for three consecutive years, and this
ultimately could result in our Ordinary Shares being delisted.

On June 22, 2021, the U.S. Senate
passed the Accelerating Holding Foreign Companies Accountable Act, which if enacted into law would amend the HFCA Act and require the
SEC to prohibit an issuer's securities from trading on U.S. stock exchanges if its auditors are not subject to PCAOB inspections for two
consecutive "non-inspection" years instead of three. On September 22, 2021, the PCAOB adopted a final rule implementing the
HFCA Act, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCA Act, whether the Board is unable
to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken
by one or more authorities in that jurisdiction. On December 16, 2021, the PCAOB issued PCAOB Rule 6100 Board Determinations Under the
Holding Foreign Companies Accountable Act. The PCAOB notified the SEC that it was unable to inspect or investigate completely registered
public accounting firms headquartered in mainland China and in Hong Kong, because of the positions taken by authorities in mainland China
and Hong Kong. While we understand that there has been dialogue among the China Securities Regulatory Commission, the SEC and the PCAOB
regarding the inspection of PCAOB-registered accounting firms in China, and the audit reports of Audit Alliance LLP incorporated by reference
into this prospectus are prepared by Singapore auditors who are subject to inspection and investigation by the PCAOB, there can be no
assurance that our auditor or us will be able to comply with requirements imposed by U.S. regulators in the future. The market prices
of our ordinary shares and/or other securities could be adversely affected as a result of possible negative impacts of the HFCA.

Our Hong Kong subsidiaries could
become subject to the direct oversight of the PRC government at any time if the National laws of mainland China are applied to Hong Kong.

The national laws
of the PRC, including but not limited to (i) the Cybersecurity Review Measures which become effective on February 15, 2022; and (ii) approval
by the Chinese Securities Regulatory Commission ("CSRC") or any other Chinese regulatory authority to approve or permit our
offering of securities in the U.S., do not currently apply to our Hong Kong subsidiaries, except for those listed in the Basic Law of
Hong Kong and set forth under "Risk Factors" below. However, due to the uncertainty of the PRC legal system and changes in laws,
regulations or policies, including how these laws, regulations or poHcies would be interpreted or implemented, and the national laws applicable
in Hong Kong, the Basic Law might be revised in the future.

19

United States securities and exchange commission logo
January 19, 2022
Bryan Bullett
Chief Executive Officer
Bit Digital, Inc
33 Irving Place
New York, NY 10003
Re:Bit Digital, Inc
Amendment No. 5 to
Registration Statement on Form F-3
Filed January 18, 2022
File No. 333-260241
Dear Mr. Bullett:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 14, 2022 letter.
Amendment No. 5 to Registration Statement on Form F-3
Risk Factors
Regulatory bodies of the United States may be limited in their ability to conduct investigations,
page 19
1.Refer to your response to comment 1.  On page 19, we note that you continue to state that
"[o]n December 2, 2021, the SEC adopted amendments to finalize rules implementing the
HFCA Act, requiring the SEC to prohibit an issuer’s securities from trading on any U.S.
stock exchanges if its auditor is not subject to PCAOB inspection for two consecutive
years instead of three."  Please revise to clarify that, on December 2, 2021, the SEC
adopted amendments to finalize rules implementing the HFCAA, which requires the SEC

 FirstName LastNameBryan Bullett
 Comapany NameBit Digital, Inc
 January 19, 2022 Page 2
 FirstName LastName
Bryan Bullett
Bit Digital, Inc
January 19, 2022
Page 2
to prohibit an issuer's securities from trading on a U.S. national securities exchange and in
the over-the-counter market if the auditor is not subject to PCAOB inspection for three
years.  In addition, please replace your deleted disclosure describing the impact of the
HFCAA, which stated that "[a]ccordingly, [y]our securities may be prohibited from
trading on the Nasdaq or other U.S. stock exchange if [y]our auditor is not inspected by
the PCAOB for three consecutive years, and this ultimately could result in [y]our ordinary
shares being delisted."
            Please contact  Tonya K. Aldave at (202) 551-3601 or Sonia Bednarowski at (202) 551-
3666 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Elliot H. Lutzker, Esq.

CORRESP
1
filename1.htm

BIT DIGITAL, INC.

33 Irving Place

New York, NY 10003

January 19, 2022

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Attention: Tonya K. Aldave

    Re:
    Bit Digital, Inc.

    Amendment No. 5 to Registration Statement on Form F-3

    Last Filed January 18, 2022 - File No. 333-260241

Dear Ladies and Gentlemen:

Bit Digital, Inc. (the
“Company”) is responding to the Staff’s Comment Letter dated January 19, 2022.

Set forth below is the
Company’s response, which comment is repeated below for reference.

Amendment No. 5 to Registration Statement
on Form F-3

Risk Factors

Regulatory bodies of the United States may be limited in their ability
to conduct investigations, page 19

1.       Refer
to your response to comment 1. On page 19, we note that you continue to state that "[o]n December 2, 2021, the SEC adopted amendments
to finalize rules implementing the HFCA Act, requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock
exchanges if its auditor is not subject to PCAOB inspection for two consecutive years instead of three." Please revise to clarify
that, on December 2, 2021, the SEC adopted amendments to finalize rules implementing the HFCAA, which requires the SEC to prohibit an
issuer's securities from trading on a U.S. national securities exchange and in the over-the-counter market if the auditor is not subject
to PCAOB inspection for three years. In addition, please replace your deleted disclosure describing the impact of the HFCAA, which stated
that "[a]ccordingly, [y]our securities may be prohibited from trading on the Nasdaq or other U.S. stock exchange if [y]our auditor
is not inspected by the PCAOB for three consecutive years, and this ultimately could result in [y]our ordinary shares being delisted."

Response No. 1

This comment has been
complied with on pages 2 and 20.

Please do not hesitate
to contact our Securities Counsel, Elliot H. Lutzker, at (646) 428-3210 if you have any questions.

    Very truly yours,

    BIT DIGITAL, INC.

    By:
    /s/ Bryan Bullett

    Bryan Bullett, Chief Executive Officer

    cc:

    Elliot H. Lutzker, Esq.

    Robert W. Downes, Esq. (Sullivan & Cromwell LLP)

    ●
    Since we terminated our bitcoin mining operations in China in June 2021, and by September 30, 2021, have migrated previously warehoused miners out of China, no assets remained in mainland China. The management of our digital assets by Bit Digital Strategies Limited, a Hong Kong subsidiary, has taken place since at least June 2021 outside of mainland China in the U.S. and Hong Kong. The Company’s employees are employed through its U.S., Cayman Islands and Hong Kong entities. Of our remaining employees in China, several of such persons currently physically work in Hong Kong. Further, all of these persons would be expected to physically work in Hong Kong, leaving us with no personnel in mainland China, if not for the ongoing COVID-19 related travel restrictions between mainland China and Hong Kong. We have no office location in mainland China. Notwithstanding the termination of our bitcoin mining operations in China, we presently intend to continue our limited administrative activities described above in China and Hong Kong through our Hong Kong subsidiaries, in order to take advantage of our existing bitcoin mining relationships and continue to access the spot market and Chinese manufacturers of bitcoin mining equipment, and in the case of Hong Kong, related to the administration of our treasury management objectives. See “Risk Factors – General Risks – Risks Related to Doing Business in China – We may be subject to fines and penalties for any noncompliance with or liabilities in our historical business in China in a certain period from now on” and “Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and results of operations” beginning on page 15.

    ●
    As of the date of this prospectus, we are not required to obtain approval or prior permission of this offering from the China Securities Regulatory Commission (the “CSRC”) or any other Chinese regulatory authority under the Chinese laws and regulations currently in effect.  As of the date of this prospectus, neither we nor any our subsidiaries have been informed by the CSRC, Cybersecurity Administration of China (the “CAC”) or any other Chinese regulatory authority of any requirements, approvals or permissions that we should obtain prior to this offering.  However, as there are uncertainties with respect to the Chinese legal system and changes in laws, regulations and policies, including how those laws and regulations will be interpreted or implemented, there can be no assurances that we will not be subject to such requirements, approvals or permissions in the future.  If we are unable to comply in the future, we could become subject to penalties, including fines, suspension of business, prohibition against new user registration (even for a short period of time) and revocation of required licenses, and our reputation and results of operations could be materially and adversely affected.  For additional information, see “Risk Factors – Risks Related to Doing Business in China” beginning on page 13.

    ●

    The Company’s auditor, Audit Alliance
LLP, is PCAOB registered and based in Singapore. Under the Holding Foreign Companies Accountable Act (the “HFCAA”), the PCAOB
is permitted to inspect our independent public accounting firm. There is no guarantee that future audit reports will be prepared by auditors
that are completely inspected by the PCAOB and, as such, future investors may be deprived of such inspections, which could result in
limitations or restrictions to our access of the U.S. capital markets. Furthermore, trading in our securities may be prohibited under
the HFCAA or the Accelerating Holding Foreign Companies Accountable Act, if the SEC subsequently determines our audit work is performed
by auditors that the PCAOB is unable to inspect or investigate completely, and as a result, U.S. national securities exchanges, such
as Nasdaq, may determine to delist our securities. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign
Companies Accountable Act, which, if enacted, would amend the HFCAA to reduce the number of non-inspection years from three years to
two years, and thus, would reduce the time before our securities may be prohibited from trading or delisted. On December 2, 2021, the
SEC adopted amendments to finalize rules implementing the HFCAA, which requires the SEC to prohibit an issuer’s securities from
trading on any U.S. national securities exchange and in the over-the-counter market, if the auditor is not subject to PCAOB inspections
for three consecutive years, and this ultimately could result in our Ordinary Shares being delisted. On December 16, 2021, the PCAOB
issued its HFCAA Determination Report to notify the SEC that it was unable to inspect or investigate completely registered public accounting
firms headquartered in mainland China and in Hong Kong because of the positions taken by authorities in mainland China and Hong Kong.
As stated above, our current auditors are based in Singapore and the PCAOB is permitted to inspect and investigate them. For additional
information, see “Risk Factors – Risks Related to Doing Business in China” beginning on page 13.

    Regulatory bodies of the United States may be
    limited in their ability to conduct investigations or inspections of our operations in China.

    The increased regulatory scrutiny focus on U.S.-listed
    companies with operations in China could add uncertainties to our business operations, share price and reputation. Although the audit
    reports of Audit Alliance LLP incorporated by reference into this prospectus are prepared by Singapore auditors who are subject to inspection
    by the Public Company Accounting Overnight Board (the “PCAOB”), there is no guarantee that future audit reports will be prepared
    by auditors that are completely inspected by the PCAOB and, as such, future investors may be deprived of such inspections, which could
    result in limitations or restrictions to our access in the U.S. capital markets. Furthermore, trading in our securities may be prohibited
    under the Holding Foreign Companies Accountable Act (the “HFCA Act”) or the Accelerating Holding Foreign Companies Accountable
    Act if the SEC subsequently determines our audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely,
    and as a result, U.S. national securities exchanges, such as the Nasdaq or the over-the-counter market, may determine to delist our securities.
    Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act. On December 2, 2021,
    the SEC adopted amendments to finalize rules implementing the HFCA Act, requiring the SEC to prohibit an issuer’s securities from
    trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspection for two consecutive years instead of three.

    U.S. public companies that have or had a substantial
portion of their operations in China, have been the subject of intense scrutiny, criticism and negative publicity by investors, financial
commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity has centered on financial
and accounting irregularities and mistakes, a lack of effective internal controls over financial accounting, inadequate corporate government
policies or a lack of adherence thereto and, in many cases, allegations of fraud.

    In recent years, as part of increased regulatory
focus in the United States on access to audit information, the United States enacted the Holding Foreign Companies Accountable Act, or
the HFCA Act, in December 2020. The HFCA Act includes requirements for the SEC to identify issuers whose audit reports are prepared by
auditors that the PCAOB is unable to inspect or investigate completely because of a restriction imposed by a non-U.S. authority in the
auditor’s local jurisdiction. The HFCA Act also requires public companies on this SEC list to certify that they are not owned or
controlled by a foreign government and make certain additional disclosures in their SEC filings. In addition, under the HFCA Act, if
the auditor of a U.S. listed company’s financial statements is not subject to PCAOB inspections for three consecutive “non-inspection”
years after the law becomes effective, the SEC is required to prohibit the securities of such issuer from being traded on a U.S. national
securities exchange, such as the NYSE and the Nasdaq, or in the U.S. over-the-counter markets. On March 24, 2021, the SEC announced that
it had adopted interim final amendments to implement the foregoing certification and disclosure requirements and that it was seeking
public comment on the issuer identification process as well as the submission and disclosure requirements. On December 2, 2021, the SEC
adopted amendments to finalize rules implementing the HFCA Act, which requires the SEC to prohibit an issuer’s securities from
trading on any U.S. national securities exchange and in the over-the-counter market, if the auditor is not subject to PCAOB inspections
for three consecutive years, and this ultimately could result in our Ordinary Shares being delisted.

    On June 22, 2021, the U.S. Senate passed the Accelerating
    Holding Foreign Companies Accountable Act, which if enacted into law would amend the HFCA Act and require the SEC to prohibit an issuer’s
    securities from trading on U.S. stock exchanges if its auditors are not subject to PCAOB inspections for two consecutive “non-inspection”
    years instead of three. On September 22, 2021, the PCAOB adopted a final rule implementing the HFCA Act, which provides a framework for
    the PCAOB to use when determining, as contemplated under the HFCA Act, whether the Board is unable to inspect or investigate completely
    registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.
    On December 16, 2021, the PCAOB issued PCAOB Rule 6100 Board Determinations Under the Holding Foreign Companies Accountable Act. The PCAOB
    notified the SEC that it was unable to inspect or investigate completely registered public accounting firms headquartered in mainland
    China and in Hong Kong, because of the positions taken by authorities in mainland China and Hong Kong. While we understand that there
    has been dialogue among the China Securities Regulatory Commission, the SEC and the PCAOB regarding the inspection of PCAOB-registered
    accounting firms in China, and the audit reports of Audit Alliance LLP incorporated by reference into this prospectus are prepared by
    Singapore auditors who are subject to inspection and investigation by the PCAOB, there can be no assurance that our auditor or us will
    be able to comply with requirements imposed by U.S. regulators in the future. The market prices of our ordinary shares and/or other securities
    could be adversely affected as a result of possible negative impacts of the HFCA.

    Our Hong Kong subsidiaries could become subject
    to the direct oversight of the PRC government at any time if the National laws of mainland China are applied to Hong Kong.

    The national laws of the PRC, including but not limited
    to (i) the Cybersecurity Review Measures which become effective on February 15, 2022; and (ii) approval by the Chinese Securities Regulatory
    Commission (“CSRC”) or any other Chinese regulatory authority to approve or permit our offering of securities in the U.S.,
    do not currently apply to our Hong Kong subsidiaries, except for those listed in the Basic Law of Hong Kong and set forth under “Risk
    Factors” below. However, due to the uncertainty of the PRC legal system and changes in laws, regulations or policies, including
    how these laws, regulations or policies would be interpreted or implemented, and the national laws applicable in Hong Kong, the Basic
    Law might be revised in the future.

    19

    Pursuant to Article 18 of the Basic Law of the Hong
    Kong Special Administrative Region of the PRC (the “Basic Law”), “The laws in force in the Hong Kong Special Administrative
    Region shall be the Basic Law, the laws previously in force in Hong Kong as provided for in Article 8 of this Law, and the laws enacted
    by the legislature of the Region. National laws shall not be applied in the Hong Kong Special Administrative Region except for those listed
    in Annex III to the Basic Law. The laws listed therein shall be applied locally by way of promulgation or legislation by the Region. Also,
    regarding the Annex III and several Instruments of the Basic Law, National Laws, which have applied in Hong Kong until now are as following:

    Resolution on the Capital, Calendar, National Anthem
    and National Flag of the PRC; Resolution on the National Day of the PRC; Declaration of the Government of the PRC on the Territorial Sea;
    Nationality Law of the PRC; Regulations of the PRC Concerning Diplomatic Privileges and Immunities; Law of the PRC on the National Flag;
    Regulations of the PRC Concerning Consular Privileges and Immunities; Law of the PRC on the National Emblem; Law of the PRC on the Territorial
    Sea and the Contiguous Zone; Law of the PRC on Garrisoning the Hong Kong Special Administrative Region; Law of the PRC on the Exclusive
    Economic Zone and the Continental Shelf; Law of the PRC

CORRESP
1
filename1.htm

BIT DIGITAL, INC.

33 Irving Place

New York, NY 10013

January 18, 2022

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, DC 20549

Attention: Tonya K. Aldave

    Re:
    Bit Digital, Inc.

    Amendment No. 5 to Registration Statement on Form F-3

    Last Filed January 11, 2022

    File No. 333-260241

Dear Ladies and Gentlemen:

Bit Digital, Inc. (the
“Company”) is responding to the Staff’s Comment Letter dated January 11, 2022. We have submitted Amendment No. 5
(the “Amendment”) to the Registration Statement on Form F-3 (the “Registration Statement”) on this date
reflecting the Company’s response, as well as to update certain P.R.C. disclosure.

We believe that the response
below addresses the Staff’s comment and we are fully available to the Staff to respond to any additional matters. We reiterate all
of the concerns set forth in our January 11, 2022 response letter and desire to submit an acceleration request as soon as possible and
have the Registration Statement declared effective this week. Thank you in advance.

Set forth below is the Company’s
response, with the comment repeated below for reference.

Amendment No. 4 to Registration Statement on Form F-3

General

 1. Please revise your disclosure on pages 2 and 19 to clarify that on December 2,
2021, the SEC adopted amendments to finalize rules implementing the HFCAA. In this regard, please note that the HFCAA finalized by the
SEC differs from the Accelerating Holding Foreign Companies Act, which was passed by the Senate in June 2021. Please revise your disclosure
to clarify that the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would amend the
HFCAA to reduce the number of “non-inspection years” from three years to two years, and thus, would reduce the time before
your securities may be prohibited from trading or delisted.

Response to No. 1

This comment has been complied
with on pages 2 and 19.

Please do not hesitate
to contact our Securities Counsel, Elliot H. Lutzker, at (646) 428-3210 if you have any questions.

    Very truly yours,

    BIT DIGITAL, INC.

    By:
    /s/ Bryan Bullett

    Bryan Bullett, Chief Executive Officer

    cc:

    Elliot H. Lutzker, Esq.

    Robert W. Downes, Esq. (Sullivan & Cromwell LLP)

United States securities and exchange commission logo
January 14, 2022
Bryan Bullett
Chief Executive Officer
Bit Digital, Inc
33 Irving Place
New York, NY 10003
Re:Bit Digital, Inc
Amendment No. 4 to
Registration Statement on Form F-3
Filed January 11, 2022
File No. 333-260241
Dear Mr. Bullett:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 4 to Registration Statement on Form F-3
General
1.Please revise your disclosure on pages 2 and 19 to clarify that on December 2, 2021, the
SEC adopted amendments to finalize rules implementing the HFCAA.  In this regard,
please note that the HFCAA finalized by the SEC differs from the Accelerating Holding
Foreign Companies Act, which was passed by the Senate in June 2021.  Please revise your
disclosure to clarify that the U.S. Senate passed the Accelerating Holding Foreign
Companies Accountable Act, which, if enacted, would amend the HFCAA to reduce the
number of "non-inspection years" from three years to two years, and thus, would reduce
the time before your securities may be prohibited from trading or delisted.

 FirstName LastNameBryan Bullett
 Comapany NameBit Digital, Inc
 January 14, 2022 Page 2
 FirstName LastName
Bryan Bullett
Bit Digital, Inc
January 14, 2022
Page 2
            Please contact Tonya K. Aldave at (202) 551-3601 or Sonia Bednarowski at (202) 551-
3666 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Elliot H. Lutzker, Esq.

CORRESP
1
filename1.htm

BIT DIGITAL, INC.

33 Irving Place

New York, NY 10013

January 11, 2022

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, DC 20549

Attention: Tonya K. Aldave

    Re:
    Bit Digital, Inc.

    Amendment No. 4 to Registration Statement on Form F-3

    Last Filed December 2, 2021

    File No. 333-260241

Dear Ladies and Gentlemen:

Bit Digital, Inc. (the
“Company”) is responding to the Staff’s Comment Letter dated January 4, 2022. We have submitted Amendment No. 4 (the
“Amendment”) to the Registration Statement on Form F-3 (the “Registration Statement”) on this date reflecting
the Company’s responses.

The Registration Statement
was initially filed on October 14, 2021 and has been under review for almost three months. The Company understands that the review of
the Registration Statement has been delayed because the Company has been misclassified as a China-based issuer. In letters to the five
SEC Commissioners on November 30, 2021 and then to Director Renee Jones, the Company has set forth the reasons why the Company has not
been a China-based issuer for more than one year. We have not received a response to those letters. We are a United States based company
with all mining operations in the United States. We have responded with this Amendment to the Staff’s concerns about our limited
administrative functions in Hong Kong. Although the Staff has been extremely cooperative in processing the Registration Statement, as
a result of the delays caused by the misclassification, the Company has incurred $3.2 million of liquidated damages and will continue
to incur $1.6 million of liquidated damages per month (with the next payment being due on January 13, 2022) until the Registration Statement
is declared effective. We believe that the responses outlined below address all of the Staff’s comments and we are fully available
to the Staff to respond to any additional matters to put the Company in a position to submit an acceleration request as soon as possible.
Thank you in advance.

Set forth below are the
Company’s responses, which appear in the same order of the comments which are repeated below for each of reference.

Amendment No. 3 to Registration Statement on Form F-3 –
General

 1. Please update your disclosure to reflect that the Commission adopted rules to implement
the HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its report notifying the Commission of its determination that it is unable
to inspect or investigate completely accounting firms headquartered in mainland China or Hong Kong. In addition, please revise your cover
page, summary section and risk factors section to disclose whether your auditor is subject to the determinations announced by the PCAOB
on December 16, 2021 and whether and how the HFCAA and related regulations will affect your company.

Response to No.1

This comment
has been complied with on p. 2 and under “Risk Factors – Regulatory bodies of the United States may be limited in their ability
to conduct investigations or inspections of our operations in China” on p. 19.

Risk Factors, page 13

 2. We note your disclosure regarding your Hong Kong subsidiaries. Please revise your
risk factors section to disclose the risks related to your business operations in Hong Kong, including a discussion of the impact if certain
PRC laws and regulations were to become applicable in Hong Kong and the risk that the subsidiaries could become subject to the direct
oversight of the PRC government at any time due to changes in laws or other unforeseeable reasons, as well as recent policy pronouncements
by the PRC government regarding business activities of US-listed Chinese businesses. Please also add a summary of these risks to your
cover page.

Response to No. 2

This comment has been complied
with in the last bullet on the cover page of the prospectus, and under a new Risk Factor on p. 19, titled “Our Hong Kong subsidiaries
could become subject to the direct oversight of the PRC government at any time if the National laws of Mainland China are applied to Hong
Kong.”

    Division of Corporation Finance

January 11, 2022

Page 2

Please do not hesitate
to contact our Securities Counsel, Elliot H. Lutzker, at (646) 428-3210 if you have any questions.

    Very truly yours,

    BIT DIGITAL, INC.

    By:
    /s/ Bryan Bullett

    Bryan Bullett, Chief Executive Officer

    cc:

    Elliot H. Lutzker, Esq.

    Robert W. Downes Esg (Sullivan & Cromwell LLP)

    2

United States securities and exchange commission logo
January 4, 2022
Bryan Bullett
Chief Executive Officer
Bit Digital, Inc
33 Irving Place
New York, NY 10003
Re:Bit Digital, Inc
Amendment No. 3 to
Registration Statement on Form F-3
Filed December 2, 2021
File No. 333-260241
Dear Mr. Bullett:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 1, 2021 letter.
Amendment No. 3 to Registration Statement on Form F-3
General
1.Please update your disclosure to reflect that the Commission adopted rules to implement
the HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its report notifying
the Commission of its determination that it is unable to inspect or investigate completely
accounting firms headquartered in mainland China or Hong Kong.  In addition, please
revise your cover page, summary section and risk factors section to disclose whether your
auditor is subject to the determinations announced by the PCAOB on December 16, 2021
and whether and how the HFCAA and related regulations will affect your company.

 FirstName LastNameBryan Bullett
 Comapany NameBit Digital, Inc
 January 4, 2022 Page 2
 FirstName LastName
Bryan Bullett
Bit Digital, Inc
January 4, 2022
Page 2
Risk Factors, page 13
2.We note your disclosure regarding your Hong Kong subsidiaries.  Please revise your risk
factors section to disclose the risks related to your business operations in Hong Kong,
including a discussion of the impact if certain PRC laws and regulations were to become
applicable in Hong Kong and the risk that the subsidiaries could become subject to the
direct oversight of the PRC government at any time due to changes in laws or other
unforeseeable reasons, as well as recent policy pronouncements by the PRC government
regarding business activities of US-listed Chinese businesses.  Please also add a summary
of these risks to your cover page.
            Please contact Tonya K. Aldave at (202) 551-3601 or Sonia Bednarowski at (202) 551-
3666 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Elliot H. Lutzker, Esq.

CORRESP
1
filename1.htm

BIT DIGITAL, INC.

33 Irving Place

New York, NY 10013

December 2, 2021

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, DC 20549

Attention: Tonya K. Aldave

 Re: Bit Digital, Inc.

Registration Statement on Form F-3

Last Filed November 22, 2021

File No. 333-260241

Dear Ladies and Gentlemen:

Bit Digital, Inc.
(the “Company”) is responding to the Staff’s Comment Letter dated December 1, 2021. We have submitted Amendment No.
3 to the Registration Statement (the “Amendment”) on this date reflecting the Company’s responses. Set forth below are
the Company’s responses, which appear in the same order of the comments which are repeated below for each of reference.

Amendment No. 3 to Registration Statement on Form
F-3 Digital Asset Transactions, page 8

 1. Refer to your response to comment 1. Please disclose the specific stablecoins you plan to hold as well
as the other types of digital assets you plan to hold in the future, regardless of the amount of any such digital assets. In this regard,
we note your disclosure here that “[o]ther than bitcoin, stablecoins, WBTC tokens and ETH, we have no plans to hold material amounts
of any other types of digital assets in the future.” In addition, please disclose whether you plan to hold material amounts of stablecoins,
WBTC tokens and ETH, and, if so, please state the reason for holding material amounts of WBTC, stablecoins and WBTC tokens.

Response No. 1

This comment has been complied with. The disclosures previously on
page 7 in the next to last paragraph under “Migration and Status of Mining Operations” have been combined with the first paragraph
under “Digital Asset Transactions” on page 8 in response to this comment.

Division of Corporation Finance

December 2, 2021

Page 2

Risk Factors

Bitcoin-Related Risks

A particular digital asset's status as a “security”
in any relevant jurisdiction, page 39

 2. Refer to your response to comment 3. We note your disclosure that “[s]tablecoins
today are backed by fiat currency, such as the U.S. dollar.” Please note that there is no accepted definition of "stablecoin"
and not all are backed by fiat currency. Please remove this term throughout and specifically identify the digital assets you intend to
hold.

Response to No. 2

This comment has been complied with.
References to “stablecoin” have been deleted throughout the prospectus.

Please do not hesitate to
contact our Securities Counsel, Elliot H. Lutzker, at (646) 428-3210 if you have any questions.

    Very truly yours,

    BIT DIGITAL, INC.

    By:
    /s/ Erke Huang

    Erke Huang

cc:	Elliot H. Lutzker, Esq.

United States securities and exchange commission logo
December 1, 2021
Bryan Bullett
Chief Executive Officer
Bit Digital, Inc
33 Irving Place
New York, NY 10003
Re:Bit Digital, Inc
Amendment No. 3 to
Registration Statement on Form F-3
Filed November 22, 2021
File No. 333-260241
Dear Mr. Bullett:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 18, 2021 letter.
Amendment No. 3 to Registration Statement on Form F-3
Digital Asset Transactions, page 8
1.Refer to your response to comment 1.  Please disclose the specific stablecoins you plan to
hold as well as the other types of digital assets you plan to hold in the future, regardless of
the amount of any such digital assets.  In this regard, we note your disclosure here that
"[o]ther than bitcoin, stablecoins, WBTC tokens and ETH, we have no plans to hold
material amounts of any other types of digital assets in the future."  In addition, please
disclose whether you plan to hold material amounts of stablecoins, WBTC tokens and
ETH, and, if so, please state the reason for holding material amounts of WBTC,
stablecoins and WBTC tokens.

 FirstName LastNameBryan Bullett
 Comapany NameBit Digital, Inc
 December 1, 2021 Page 2
 FirstName LastName
Bryan Bullett
Bit Digital, Inc
December 1, 2021
Page 2
Risk Factors
Bitcoin-Related Risks
A particular digital asset's status as a "security" in any relevant jurisdiction, page 39
2.Refer to your response to comment 3.  We note your disclosure that "[s]tablecoins today
are backed by fiat currency, such as the U.S. dollar."  Please note that there is no accepted
definition of "stablecoin" and not all are backed by fiat currency.  Please remove this term
throughout and specifically identify the digital assets you intend to hold.
            Please contact Tonya K. Aldave at (202) 551-3601 or Sonia Bednarowski at (202) 551-
366 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Elliot H. Lutzker, Esq.

CORRESP
1
filename1.htm

BIT DIGITAL, INC.

33 Irving Place

New York, NY 10013

November 29, 2021

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, DC 20549

Attention: Tonya K. Aldave

Re:  Bit Digital,
                                            Inc.

    Registration Statement on Form F-3

    Last Filed November 8, 2021

    File No. 333-258330

Dear Ladies and Gentlemen:

Bit Digital, Inc. (the “Company”)
is responding to the Staff’s Comment Letter dated November 19, 2021. We have submitted Amendment No. 4 to the Registration Statement
(the “Amendment”) on this date reflecting the Company’s responses. Set forth below are the Company’s responses,
which appear in the same order of the comments which are repeated below for each of reference.

Amendment No. 3 to Registration Statement on Form F3

Prospectus Summary

Digital Asset Transactions, page 7

 1. Refer to your response to comment 8. On page 7, you disclose that “other than bitcoin, stablecoins,
WBTC tokens and ETH, [you] have no plans to hold material amounts of any other types of digital assets in the future.” Please disclose
whether you have plans to hold material amounts of stablecoins, WBTC tokens and ETH, and, if so, disclose the business reasons for holding
material amounts of such digital assets. In addition, please disclose the specific stablecoins you plan to hold as well as the other types
of digital assets you plan to hold in the future, regardless of the amount of any such digital assets.

Response to No. 1

This comment has been complied with.
We have made the following disclosure under Digital Asset Transactions on p. 7: “We use Amber Group’s OTC desk for selling
or exchanging bitcoins for US dollars, USDT (Tether, a stablecoin) or USDC (USD coin, a stablecoin) WBTC tokens, or ETH (Ethereum token).
We have held and may continue to hold these digital assets in order to fund working capital, to purchase mining equipment and for other
general corporate purposes. We have temporarily taken and may from time to time temporarily take receipt of other digital assets, the
amounts of which have not been material. Other than bitcoin, stablecoins, WBTC tokens and ETH, we have no plans to hold material amounts
of any other types of digital assets in the future.”

 2. Please revise the last sentence in the second paragraph of this section to add back “ETH”
and “WBTC,” or advise why you have removed these digital assets from the list.

Response to No. 2

This comment has been complied with.

Risk Factors, page 13

 3. We note that you have removed a heading of a risk factor on page 40 relating
to determining a status of a digital asset as a security. Please include the removed subheading related to this risk. In addition, refer
to your response to comment 7. We note your disclosure that you exchange bitcoins for USDT or USDC. Please disclose the risks associated
with such digital assets, such as the risk of volatility of the digital assets. In addition, please describe in more detail your internal
processes for how you determine whether the digital assets you hold or plan to hold are securities within the meaning of the U.S.
federal securities laws.

Response to No. 3

This comment has been complied with
on page 40 under the risk factor titled, “A particular digital asset’s status as a “security” in any relevant
jurisdiction is subject to a high degree of uncertainty and if a regulator disagrees with our characterization of a digital asset, we
may be subject to regulatory scrutiny, investigations, fines, and other penalties, which may adversely affect our business, operating
results and financial condition. Furthermore, a determination that Bitcoin or any other digital assets that we own or mine is a “security”
may adversely affect the value of Bitcoin and our business”.

Uncertainties in the interpretation and enforcement of Chinese
laws and regulations, page 17

 4. We note that you have removed a part of this risk factor relating to the PRC legal system and uncertainties
in enforcement of laws, rules and regulations in China. Please revise this risk factor to add back the removed disclosure.

Response to No. 4

This comment has been complied with.
The removed disclosure has been added back. It is consistent with the risk factor disclosure on the cover page under “Uncertainties
in the interpretation and enforcement of Chinese laws and regulations could limit the legal protections available to us.”

Please do not hesitate
to contact our Securities Counsel, Elliot H. Lutzker, at (646) 428-3210 if you have any questions.

    Very truly yours,

    BIT DIGITAL, INC.

    By:
    /s/ Erke Huang

    Erke Huang, Chief Financial Officer

cc:  Elliot H. Lutzker, Esq.

CORRESP
1
filename1.htm

BIT DIGITAL, INC.

33 Irving Place

New York, NY 10013

November 22, 2021

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, DC 20549

Attention: Tonya K. Aldave

Re:  Bit Digital, Inc.

    Registration Statement on Form F-3

    Last Filed November 9, 2021

    File No. 333-260241

Dear Ladies and Gentlemen:

Bit Digital, Inc. (the
“Company”) is responding to the Staff’s Comment Letter dated November 18, 2021. We have submitted Amendment No. 2 to
the Registration Statement (the “Amendment”) on this date reflecting the Company’s responses. Set forth below are the
Company’s responses, which appear in the same order of the comments which are repeated below for each of reference.

Amendment No. 1 to Registration Statement on Form F-3

Digital Assets Transactions, page 8

 1. Refer to your response to comment 8. On page 8, you disclose that “other than bitcoin, stablecoins,
WBTC tokens and ETH, [you] have no plans to hold material amounts of any other types of digital assets in the future.” Please disclose
whether you have plans to hold material amounts of stablecoins, WBTC tokens and ETH, and, if so, disclose the business reasons for holding
material amounts of such digital assets. In addition, please disclose the specific stablecoins you plan to hold as well as the other types
of digital assets you plan to hold in the future, regardless of the amount of any such digital assets.

Response to No. 1

This comment has been complied with.
We have made the following disclosure under Digital Asset Transactions on p. 8: “We use Amber Group’s OTC desk for selling
or exchanging bitcoins for US dollars, USDT (Tether, a stablecoin) or USDC (USD coin, a stablecoin) WBTC tokens, or ETH (Ethereum token).
We have held and may continue to hold these digital assets in order to fund working capital, to purchase mining equipment and for other
general corporate purposes. We have temporarily taken and may from time to time temporarily take receipt of other digital assets, the
amounts of which have not been material. Other than bitcoin, stablecoins, WBTC tokens and ETH, we have no plans to hold material amounts
of any other types of digital assets in the future.”

Risk Factors

Uncertainties in the interpretation and enforcement of Chinese laws
and regulations, page 16

 2. We note that you have removed a part of this risk factor relating to the PRC legal system and uncertainties
in enforcement of laws, rules and regulations in China. Please revise this risk factor to add back the removed disclosure.

Response to No. 2

This comment has been complied with.
The removed disclosure has been added back. It is consistent with the risk factor disclosure on the cover page under “Uncertainties
in the interpretation and enforcement of Chinese laws and regulations could limit the legal protections available to us.”

A particular digital asset’s status as a “security”
in any relevant jurisdiction, page 39

 3. Refer to your response to comment 7. We note your disclosure that you exchange bitcoins for USDT or USDC.
Please disclose the risks associated with such digital assets, such as the risk of volatility of the digital assets. In addition, please
describe in more detail your internal processes for how you determine whether the digital assets you hold or plan to hold are securities
within the meaning of the U.S. federal securities laws.

Response to No. 3

This comment has been complied with
under the risk factor titled, “A particular digital asset’s status as a “security” in any relevant jurisdiction
is subject to a high degree of uncertainty and if a regulator disagrees with our characterization of a digital asset, we may be subject
to regulatory scrutiny, investigations, fines, and other penalties, which may adversely affect our business, operating results and financial
condition. Furthermore, a determination that Bitcoin or any other digital assets that we own or mine is a “security” may adversely
affect the value of Bitcoin and our business”.

Please do not hesitate to contact our Securities Counsel,
Elliot H. Lutzker, at (646) 428-3210 if you have any questions.

    Very truly yours,

    BIT DIGITAL, INC.

    By:
    /s/ Erke Huang

    Erke Huang

cc:  Elliot H. Lutzker, Esq.

United States securities and exchange commission logo
November 19, 2021
Bryan Bullett
Chief Executive Officer
Bit Digital, Inc.
33 Irving Place
New York, NY 10003
Re:Bit Digital, Inc.
Amendment No. 3 to
Registration Statement on Form F-3
Filed November 8, 2021
File No. 333-258330
Dear Mr. Bullett:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 3, 2021 letter.
Amendment No. 3 to Registration Statement on Form F-3
Prospectus Summary
Digital Asset Transactions, page 7
1.Refer to your response to comment 8.  On page 7, you disclose that "other than bitcoin,
stablecoins, WBTC tokens and ETH, [you] have no plans to hold material amounts of any
other types of digital assets in the future."  Please disclose whether you have plans to hold
material amounts of stablecoins, WBTC tokens and ETH, and, if so, disclose the business
reasons for holding material amounts of such digital assets. In addition, please disclose the
specific stablecoins you plan to hold as well as the other types of digital assets you plan to
hold in the future, regardless of the amount of any such digital assets.

 FirstName LastNameBryan Bullett
 Comapany NameBit Digital, Inc.
 November 19, 2021 Page 2
 FirstName LastName
Bryan Bullett
Bit Digital, Inc.
November 19, 2021
Page 2
2.Please revise the last sentence in the second paragraph of this section to add back "ETH"
and "WBTC," or advise why you have removed these digital assets from the list.
Risk Factors, page 13
3.We note that you have removed a heading of a risk factor on page 40 relating to
determining a status of a digital asset as a security.  Please include the removed
subheading related to this risk.  In addition, refer to your response to comment 7. We note
your disclosure that you exchange bitcoins for USDT or USDC.  Please disclose the risks
associated with such digital assets, such as the risk of volatility of the digital assets.  In
addition, please describe in more detail your internal processes for how you determine
whether the digital assets you hold or plan to hold are securities within the meaning of the
U.S. federal securities laws.
Uncertainties in the interpretation and enforcement of Chinese laws and regulations, page 17
4.We note that you have removed a part of this risk factor relating to the PRC legal system
and uncertainties in enforcement of laws, rules and regulations in China. Please revise this
risk factor to add back the removed disclosure.
            Please contact Tonya Aldave at 202-551-3601 or Sonia Bednarowski at 202-551-3666
with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Elliot H. Lutzker, Esq.

United States securities and exchange commission logo
November 18, 2021
Bryan Bullett
Chief Executive Officer
Bit Digital, Inc
33 Irving Place
New York, NY 10003
Re:Bit Digital, Inc
Amendment No. 1 to Registration Statement on Form F-3
Filed November 9, 2021
File No. 333-260241
Dear Mr. Bullett:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 8, 2021 letter.
Amendment No. 1 to Registration Statement on Form F-3
Digital Assets Transactions, page 8
1.Refer to your response to comment 8. On page 8, you disclose that "other than bitcoin,
stablecoins, WBTC tokens and ETH, [you] have no plans to hold material amounts of any
other types of digital assets in the future."  Please disclose whether you have plans to hold
material amounts of stablecoins, WBTC tokens and ETH, and, if so, disclose the business
reasons for holding material amounts of such digital assets. In addition, please disclose the
specific stablecoins you plan to hold as well as the other types of digital assets you plan to
hold in the future, regardless of the amount of any such digital assets.

 FirstName LastNameBryan Bullett
 Comapany NameBit Digital, Inc
 November 18, 2021 Page 2
 FirstName LastName
Bryan Bullett
Bit Digital, Inc
November 18, 2021
Page 2
Risk Factors
Uncertainties in the interpretation and enforcement of Chinese laws and regulations, page 16
2.We note that you have removed a part of this risk factor relating to the PRC legal system
and uncertainties in enforcement of laws, rules and regulations in China.  Please revise
this risk factor to add back the removed disclosure.
A particular digital asset's status as a "security" in any relevant jurisdiction, page 39
3.Refer to your response to comment 7. We note your disclosure that you exchange bitcoins
for USDT or USDC.  Please disclose the risks associated with such digital assets, such as
the risk of volatility of the digital assets.  In addition, please describe in more detail your
internal processes for how you determine whether the digital assets you hold or plan to
hold are securities within the meaning of the U.S. federal securities laws.
            Please contact Tonya K. Aldave at (202) 551-3601 or Sonia Bednarowski at (202) 551-
3666 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Elliot H. Lutzker, Esq.

CORRESP
1
filename1.htm

BIT DIGITAL, INC.

33 Irving Place

New York, New York 10013

November 9, 2021

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Attention: Tonya K. Aldave

    Re:

    Bit Digital, Inc.

    Registration Statement on Form F-3

    Last Filed October 14, 2021

    File No. 333-260241

Dear Ladies and Gentlemen:

Bit Digital, Inc.
(the “Company”) is responding to the Staff’s Comment Letter dated November 8, 2021. We have submitted Amendment No.
1 to the Registration Statement (the “Amendment”) on this date reflecting the Company’s responses. Set forth below are
the Company’s responses, which appear in the same order of the comments which are repeated below for each of reference.

Registration Statement on Form F-3

Cover Page

 1. Please remove the disclosure on the cover page that recent statements and regulatory
actions by China's government are not expected "to adversely impact the Company's ability to conduct its business, accept foreign
investors, or continued listing on Nasdaq, which would decrease the value of your securities and/or significantly limit or completely
hinder [y]our ability to continue to offer [y]our securities to investors." Your cover page should highlight the risks posed by having
been a China-based issuer and by your previous and current operations in China. In this regard, we note your disclosure on pages 12 to
18.

Response to No. 1. This comment
has been complied with. We revised the disclosure concerning recent statements and regulatory actions by China’s government and
replaced them with the material risks posed by having been a China-based issuer and by our previous and current operations in China, which
are provided in greater detail under “Risk Factors” commencing on page 12.

Division of Corporation Finance

U.S. Securities and Exchange Commission

November 9, 2021

Page 2

 2. Please expand your disclosure on the prospectus cover page to provide a description
of how cash is transferred through your organization. State whether any transfers, dividends, or distributions have been made to date.

Response to No. 2. This comment
has been complied with. Disclosure has been made as to the transfer or cash and other assets and the payment of dividends and distributions
to date.

Prospectus Summary, page 1

 3. Please disclose the current state of your operations in China and Hong Kong. In
this regard, on page 1 you continue to state that you currently conduct your business through your "operating entities in China."
In addition, on page 2 you disclose that your operations in China include "the deployment of [your] crypto assets by Bit Digital
Strategies Limited." If you continue to have operating subsidiaries in China, please explain why they are not depicted in the diagram
on page 1. Additionally, if applicable, please provide a separately captioned section in the Prospectus Summary explaining your current
corporate structure, and clearly describe the operations of your operating entities in China and include cross references to relevant
risk factors. Also, revise for consistency with your disclosure on page 2 where you state that you have no subsidiaries in mainland China.
Finally, please clarify your current business operations in Hong Kong, and disclose whether your business operations in Hong Kong will
continue given that all of your mining operations are conducted in the United States and Canada.

Response to No. 3. This comment
has been complied with. We do not have any operating subsidiaries in mainland China, or elsewhere, other than the six that are described
in the diagram. We deleted the reference on page 1 that our Hong Kong subsidiaries are “our operating subsidiaries in China.”
Thus, the sole limited operations in China are set forth in the first bullet under the Corporate Structure diagram along with a cross-reference
to relevant risk factors.

 4. We note your disclosure on page 2 that no permissions have been requested from the
CSRC or the CAC. Please disclose the consequences if such permissions should have been requested and obtained. In addition, revise your
disclosure on page 2 to address the fact that there is pending legislation that would reduce the number of consecutive non- inspection
years required for triggering prohibitions under the HFCA Act from three years to two years.

Response to No. 4. This comment
has been complied with. The second bullet under the diagram has been expanded to set forth the consequences if permission should have
been requested from the CSRC or the CAC. The third bullet under the diagram has been expanded to disclose the fact there is pending legislation
that would reduce the number of consecutive non-inspection years required for triggering prohibitions under the HFCA from three years
to two years.

Division of Corporation Finance

U.S. Securities and Exchange Commission

November 9, 2021

Page 3

Our Company, page 2

 5. Please describe the "security interest in the miners and other equipment"
that you granted to Compute North. In addition, we note that the term of your agreement with Compute North is for the remainder of any
Equipment Term. Please disclose the remainder of your current Equipment Terms.

Response to No. 5. This comment
has been complied with. The security interest has been described exactly as it is provided in the contract. The remainder terms of the
two batches of miners have been disclosed. Disclosure has been made of the current status of operations at both Compute North and Link
Global.

 6. Please disclose whether your custodians store all digital assets you own, including
stablecoins, or explain in sufficient detail how you store such stablecoins. In addition, state whether you hold any insurance for your
digital assets, and, if so, provide a brief description of the insurance. In this regard, we note your disclosure on page 7 that you are
actively seeking insurance for your digital assets.

Response to No. 6. This comment
has been complied with. We have disclosed that the custodians store all digital assets we own, including bitcoins, stablecoins, ETH or
WBTC tokens. We have expanded the discussion of the amounts of insurance maintained by our custodians on our digital assets.

Currency Transactions, page 7

 7. We note your disclosure that you exchange bitcoins for USDT or USDC. Please disclose
the risks associated with such digital assets, including the risk of volatility of the digital assets and the risk that such digital assets
could be deemed securities under the U.S. federal securities laws. Please describe your internal processes for how you determine whether
the digital assets you hold are securities within the meaning of the U.S. federal securities laws and clarify that such processes are
risk based assessments and are not a legal standard or binding on regulators. Please also tell us whether you have any plans to hold any
other types of digital assets in the future, and, if so and if known, identify such digital assets, and describe how you would make a
determination of whether to hold other types of digital assets.

Response to No. 7. This comment
has been complied with. We have disclosed the risks on holding bitcoins, ETH, WBTC tokens and stablecoins from both an SEC standpoint,
as well as the volatility of digital assets. We have disclosed how we determine whether digital assets are securities, that we have temporarily
taken and may from time to time temporarily take receipt of immaterial amounts other digital assets, and that other than bitcoin, stablecoins,
WBTC tokens and ETH, we have no plans to hold material amounts of any other types of digital assets in the future. A cross-reference has
been made to the appropriate risk factors.

Division of Corporation Finance

U.S. Securities and Exchange Commission

November 9, 2021

Page 4

 8. Please disclose why you hold digital assets other than Bitcoin.

Response to No. 8. This comment
has been complied with. We have disclosed under Custodian Accounts and Currency Transactions that we only sell Bitcoin where there is
a need to fund working capital and the purchase of mining equipment, as well as for deployment by our subsidiary Bit Digital Strategies
Limited.

Risk Factors, page 12

 9. Please expand your risk factor disclosure to discuss that the United States Senate
passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would decrease the number of non-inspection years
from three years to two, thus reducing the time period before your securities may be prohibited from trading or delisted.

Response to No. 9. This comment
has been complied with. On page 18 under the title “Regulatory Bodies of the United State may be limited in their ability to conduct
investigations or inspections of our operations in China.”

Please do not hesitate to
contact our Securities Counsel, Elliot H. Lutzker, at (646) 428-3210 if you have any questions.

    Very truly yours,

    BIT DIGITAL, INC.

    By:
    /s/ Erke Huang

    Erke Huang

cc:	Elliot H. Lutzker, Esq.

United States securities and exchange commission logo
November 8, 2021
Bryan Bullett
Chief Executive Officer
Bit Digital, Inc
33 Irving Place
New York, NY 10003
Re:Bit Digital, Inc
Registration Statement on Form F-3
Filed October 14, 2021
File No. 333-260241
Dear Mr. Bullett:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-3
Cover Page
1.Please remove the disclosure on the cover page that recent statements and regulatory
actions by China's government are not expected "to adversely impact the Company's
ability to conduct its business, accept foreign investors, or continued listing on Nasdaq,
which would decrease the value of your securities and/or significantly limit or completely
hinder [y]our ability to continue to offer [y]our securities to investors." Your cover page
should highlight the risks posed by having been a China-based issuer and by your
previous and current operations in China.  In this regard, we note your disclosure on pages
12 to 18.

 FirstName LastNameBryan Bullett
 Comapany NameBit Digital, Inc
 November 8, 2021 Page 2
 FirstName LastName
Bryan Bullett
Bit Digital, Inc
November 8, 2021
Page 2
2.Please expand your disclosure on the prospectus cover page to provide a description of
how cash is transferred through your organization. State whether any transfers, dividends,
or distributions have been made to date.
Prospectus Summary, page 1
3.Please disclose the current state of your operations in China and Hong Kong.  In this
regard, on page 1 you continue to state that you currently conduct your business through
your "operating entities in China."  In addition, on page 2 you disclose that your
operations in China include "the deployment of [your] crypto assets by Bit Digital
Strategies Limited."  If you continue to have operating subsidiaries in China, please
explain why they are not depicted in the diagram on page 1.  Additionally, if applicable,
please provide a separately captioned section in the Prospectus Summary explaining your
current corporate structure, and clearly describe the operations of your operating entities
in China and include cross references to relevant risk factors.  Also, revise for consistency
with your disclosure on page 2 where you state that you have no subsidiaries in mainland
China. Finally, please clarify your current business operations in Hong Kong, and disclose
whether your business operations in Hong Kong will continue given that all of your
mining operations are conducted in the United States and Canada.
4.We note your disclosure on page 2 that no permissions have been requested from the
CSRC or the CAC.  Please disclose the consequences if such permissions should have
been requested and obtained.  In addition, revise your disclosure on page 2 to address the
fact that there is pending legislation that would reduce the number of consecutive non-
inspection years required for triggering prohibitions under the HFCA Act from three years
to two years.
Our Company, page 2
5.Please describe the "security interest in the miners and other equipment" that you granted
to Compute North.  In addition, we note that the term of your agreement with Compute
North is for the remainder of any Equipment Term.  Please disclose the remainder of your
current Equipment Terms.
6.Please disclose whether your custodians store all digital assets you own, including
stablecoins, or explain in sufficient detail how you store such stablecoins.  In
addition, state whether you hold any insurance for your digital assets, and, if so, provide a
brief description of the insurance. In this regard, we note your disclosure on page 7 that
you are actively seeking insurance for your digital assets.
Currency Transactions, page 7
7.We note your disclosure that you exchange bitcoins for USDT or USDC.  Please disclose
the risks associated with such digital assets, including the risk of volatility of the digital
assets and the risk that such digital assets could be deemed securities under the U.S.
federal securities laws.  Please describe your internal processes for how you determine

 FirstName LastNameBryan Bullett
 Comapany NameBit Digital, Inc
 November 8, 2021 Page 3
 FirstName LastName
Bryan Bullett
Bit Digital, Inc
November 8, 2021
Page 3
whether the digital assets you hold are securities within the meaning of the U.S. federal
securities laws and clarify that such processes are risk based assessments and are not a
legal standard or binding on regulators.  Please also tell us whether you have any plans to
hold any other types of digital assets in the future, and, if so and if known, identify such
digital assets, and describe how you would make a determination of whether to hold other
types of digital assets.
8.Please disclose why you hold digital assets other than Bitcoin.
Risk Factors, page 12
9.Please expand your risk factor disclosure to discuss that the United States Senate passed
the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would
decrease the number of non-inspection years from three years to two, thus reducing the
time period before your securities may be prohibited from trading or delisted.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Tonya K. Aldave at (202) 551-3601 or Sonia Bednarowski at (202) 551-
3666 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Elliot H. Lutzker, Esq.

CORRESP
1
filename1.htm

BIT DIGITAL, INC.

33 Irving Place

New York, New York 10013

November 8, 2021

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Attention: Tonya K. Aldave

    Re:
    Bit Digital, Inc.

    Registration Statement on Form F-3

    Last Filed October 20, 2021

    File No. 333-258330

Dear Ladies and Gentlemen:

Bit Digital, Inc.
(the “Company”) is responding to the Staff’s Comment Letter dated November 3, 2021. We have submitted Amendment No.
3 to the Registration Statement (the “Amendment”) on this date reflecting the Company’s responses. Set forth below are
the Company’s responses, which appear in the same order of the comments which are repeated below for each of reference.

Amendment No. 2 to Registration Statement on Form
F-3 Cover page

 1. Please expand your disclosure on the prospectus cover page
to provide a description of how cash is transferred through your organization. State whether any transfers, dividends, or distributions
have been made to date.

Response to No. 1. This comment
has been complied with. Disclosure has been made as to the transfer or cash and other assets and the payment of dividends and distributions
to date.

 2. Please remove the disclosure on the cover page that recent
statements and regulatory actions by China’s government “are not expected to result in an adverse impact on [y]our corporate
structure going forward or have a material change in [y]our operations and/or the value of [y]our securities or significantly limit or
completely hinder [y]our ability to offer or continue to offer securities to investors or cause the value of such securities to significantly
decline or be worthless,” and that you “do not believe such developments will adversely impact the Company’s ability
to conduct its business, accept foreign investments, or continued listing on Nasdaq or decrease the value of [y]our securities and/or
significantly limit or completely hinder [y]our ability to offer or continue to offer our securities to investors.” Your cover
page should highlight the risks posed by having been a China-based issuer and by your previous and current operations in China. In this
regard, we note your disclosure on pages 15 to 20.

Response to No. 2. This comment
has been complied with. We revised the disclosure concerning recent statements and regulatory actions by China’s government and
replaced them with the material risks posed by having been a China-based issuer and by our previous and current operations in China, which
are provided in greater detail under “Risk Factors” commencing on page 15.

Division of Corporation Finance

U.S. Securities and Exchange Commission

November 8, 2021

Page 2

Prospectus Summary, page 1

 3. We note your responses to our prior comments 1 and 2 and
reissue in part. On page 1, you continue to state that you currently conduct your business through your “operating entities in
China.” In addition, on page 2 you disclose that your operations in China include “the deployment of [your] crypto assets
by Bit Digital Strategies Limited.” If you continue to have operating subsidiaries in China, please explain why they are not depicted
in the diagram on page 2. Additionally, if applicable, please provide a separately captioned section in the Prospectus Summary explaining
your current corporate structure, and clearly describe the operations of your operating entities in China and include cross references
to relevant risk factors. Also, revise for consistency with your disclosure on page 2 where you state that you have no subsidiaries in
mainland China. Finally, please clarify your current business operations in Hong Kong, and disclose whether your business operations
in Hong Kong will continue given that all of your mining operations are conducted in the United States and Canada.

Response to No. 3. This comment has
been complied with. We do not have any operating subsidiaries in mainland China, or elsewhere, other than the six that are described
in the diagram. We deleted the reference on page 1 that our Hong Kong subsidiaries are “our operating subsidiaries in
China.” Thus, the sole limited operations in China are set forth in the first bullet under the Corporate Structure diagram
along with a cross-reference to relevant risk factors.

 4. We note your disclosure on page 2 that no permissions have
been requested from the CSRC or the CAC. Please disclose the consequences if such permissions should have been requested and obtained.
In addition, revise your disclosure on page 2 to address the fact that there is pending legislation that would reduce the number of consecutive
non- inspection years required for triggering prohibitions under the HFCA Act from three years to two years.

Response to No. 4. This comment
has been complied with. The second bullet under the diagram has been expanded to set forth the consequences if permission should have
been requested from the CSRC or the CAC. The third bullet under the diagram has been expanded to disclose the fact there is pending legislation
that would reduce the number of consecutive non-inspection years required for triggering prohibitions under the HFCA from three years
to two years.

Division of Corporation Finance

U.S. Securities and Exchange Commission

November 8, 2021

Page 3

Our Company, page 3

 5. Please describe the “security interest in the miners
and other equipment” that you granted to Compute North. In addition, we note that the term of your agreement with Compute North
is for the remainder of any Equipment Term. Please disclose the remainder of your current Equipment Terms.

Response to No. 5. This comment has
been complied with. The security interest has been described exactly as it is provided in the contract. The remainder terms of the
two batches of miners have been disclosed. Disclosure has been made of the current status of operations at both Compute North and
Link Global.

 6. Refer to your response to comment 5. Please disclose whether
your custodians store all digital assets you own, including stablecoins, or explain in sufficient detail how you store such stablecoins.
In addition, state whether you hold any insurance for your digital assets, and, if so, provide a brief description of the insurance.
In this regard, we note your disclosure on page 7 that you are actively seeking insurance for your digital assets.

Response to No. 6.
This comment has been complied with. We have disclosed that the custodians
store all digital assets we own, including bitcoins, stablecoins, ETH or WBTC tokens. We have expanded the discussion of the amounts of
insurance maintained by our custodians on our digital assets.

Currency Transactions, page 7

 7. We note your disclosure that you exchange bitcoins for USDT
or USDC. Please disclose the risks associated with such digital assets, including the risk of volatility of the digital assets and the
risk that such digital assets could be deemed securities under the U.S. federal securities laws. Please describe your internal processes
for how you determine whether the digital assets you hold are securities within the meaning of the U.S. federal securities laws and clarify
that such processes are risk based assessments and are not a legal standard or binding on regulators. Please also tell us whether you
have any plans to hold any other types of digital assets in the future, and, if so and if known, identify such digital assets, and describe
how you would make a determination of whether to hold other types of digital assets.

Response to No. 7. This comment has been
complied with. We have disclosed the risks on holding bitcoins, ETH, WBTC tokens and stablecoins from both an SEC standpoint, as
well as the volatility of digital assets. We have disclosed how we determine whether digital assets are securities, that we have
temporarily taken and may from time to time temporarily take receipt of immaterial amounts of other digital assets, and that other
than bitcoin, stablecoins, WBTC tokens and ETH, we have no plans to hold material amounts of any other types of digital assets in
the future. A cross-reference has been made to the appropriate risk factors.

Division of Corporation Finance

U.S. Securities and Exchange Commission

November 8, 2021

Page 4

 8. Please disclose why you hold digital assets other than Bitcoin.

Response to No. 8. This comment
has been complied with. We have disclosed under Custodian Accounts and Currency Transactions that we only sell Bitcoin where there is
a need to fund working capital and the purchase of mining equipment, as well as for deployment by our subsidiary Bit Digital Strategies Limited.

Please do not hesitate to contact our Securities
Counsel, Elliot H. Lutzker, at (646) 428-3210 if you have any questions.

    Very truly yours,

    BIT DIGITAL, INC.

    By:
    /s/ Erke Huang

    Erke Huang

United States securities and exchange commission logo
November 3, 2021
Bryan Bullett
Chief Executive Officer
Bit Digital, Inc.
33 Irving Place
New York, NY 10003
Re:Bit Digital, Inc.
Amendment No. 2 to
Registration Statement on Form F-3
Filed October 20, 2021
File No. 333-258330
Dear Mr. Bullett:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 29, 2021 letter.
Amendment No. 2 to Registration Statement on Form F-3
Cover page
1.Please expand your disclosure on the prospectus cover page to provide a description of
how cash is transferred through your organization. State whether any transfers, dividends,
or distributions have been made to date.
2.Please remove the disclosure on the cover page that recent statements and regulatory
actions by China's government "are not expected to result in an adverse impact on [y]our
corporate structure going forward or have a material change in [y]our operations and/or
the value of [y]our securities or significantly limit or completely hinder [y]our ability to

 FirstName LastNameBryan Bullett
 Comapany NameBit Digital, Inc.
 November 3, 2021 Page 2
 FirstName LastName
Bryan Bullett
Bit Digital, Inc.
November 3, 2021
Page 2
offer or continue to offer securities to investors or cause the value of such securities to
significantly decline or be worthless," and that you "do not believe such developments
will adversely impact the Company’s ability to conduct its business, accept foreign
investments, or continued listing on Nasdaq or decrease the value of [y]our securities
and/or significantly limit or completely hinder [y]our ability to offer or continue to offer
our securities to investors."  Your cover page should highlight the risks posed by having
been a China-based issuer and by your previous and current operations in China.  In this
regard, we note your disclosure on pages 15 to 20.
Prospectus Summary, page 1
3.We note your responses to our prior comments 1 and 2 and reissue in part.  On page 1,
you continue to state that you currently conduct your business through your "operating
entities in China."  In addition, on page 2 you disclose that your operations in China
include "the deployment of [your] crypto assets by Bit Digital Strategies Limited."  If you
continue to have operating subsidiaries in China, please explain why they are not depicted
in the diagram on page 2.  Additionally, if applicable, please provide a separately
captioned section in the Prospectus Summary explaining your current corporate
structure, and clearly describe the operations of your operating entities in China and
include cross references to relevant risk factors.  Also, revise for consistency with your
disclosure on page 2 where you state that you have no subsidiaries in mainland China.
Finally, please clarify your current business operations in Hong Kong, and disclose
whether your business operations in Hong Kong will continue given that all of your
mining operations are conducted in the United States and Canada.
4.We note your disclosure on page 2 that no permissions have been requested from the
CSRC or the CAC.  Please disclose the consequences if such permissions should have
been requested and obtained.  In addition, revise your disclosure on page 2 to address the
fact that there is pending legislation that would reduce the number of consecutive non-
inspection years required for triggering prohibitions under the HFCA Act from three years
to two years.
Our Company, page 3
5.Please describe the "security interest in the miners and other equipment" that you granted
to Compute North.  In addition, we note that the term of your agreement with Compute
North is for the remainder of any Equipment Term.  Please disclose the remainder of your
current Equipment Terms.
6.Refer to your response to comment 5. Please disclose whether your custodians store all
digital assets you own, including stablecoins, or explain in sufficient detail how you store
such stablecoins.  In addition, state whether you hold any insurance for your digital assets,
and, if so, provide a brief description of the insurance. In this regard, we note your
disclosure on page 7 that you are actively seeking insurance for your digital assets.

 FirstName LastNameBryan Bullett
 Comapany NameBit Digital, Inc.
 November 3, 2021 Page 3
 FirstName LastName
Bryan Bullett
Bit Digital, Inc.
November 3, 2021
Page 3
Currency Transactions, page 7
7.We note your disclosure that you exchange bitcoins for USDT or USDC.  Please disclose
the risks associated with such digital assets, including the risk of volatility of the digital
assets and the risk that such digital assets could be deemed securities under the U.S.
federal securities laws.  Please describe your internal processes for how you determine
whether the digital assets you hold are securities within the meaning of the U.S. federal
securities laws and clarify that such processes are risk based assessments and are not a
legal standard or binding on regulators.  Please also tell us whether you have any plans to
hold any other types of digital assets in the future, and, if so and if known, identify such
digital assets, and describe how you would make a determination of whether to hold other
types of digital assets.
8.Please disclose why you hold digital assets other than Bitcoin.
            Please contact Tonya K. Aldave at (202) 551-3601 or Sonia Bednarowski at (202) 551-
3666 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Elliot H. Lutzker, Esq.

CORRESP
1
filename1.htm

BIT DIGITAL, INC.

33 Irving Place

New York, New York 10013

October 20, 2021

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Attention: Tonya K. Aldave

 Re: Bit Digital, Inc.

Registration Statement on Form F-3

Filed August 30, 2021

File No. 333-258330

Dear Ladies and Gentlemen:

Bit Digital, Inc. (the “Company”)
is responding to the Staff’s Comment Letter dated September 29, 2021. We have submitted an amended Registration Statement (the “Amendment”)
on this date reflecting the Company’s responses. Set forth below are the Company’s responses, which appear in the same order
of the comments which are repeated below for each of reference.

Amendment No. 1 to Registration Statement on Form F-3

Cover Page

1. We note your response to our prior comments 2 and
9. Although we note disclosure that your activities may not be deemed to be operation activities by a foreign legal person or entity under
PRC law, you nevertheless appear to have remaining operations in China including warehousing 29.2% of your hardware and engaging 10 employees.
Please provide prominent disclosure about the legal and operational risks associated with your remaining operations in China, including
a discussion on how the recent ban of digital asset transactions in China impacts your business and whether it will impact your corporate
structure going forward. Your disclosure should make clear whether these risks could result in a material change in your operations and/or
the value of your securities or could significantly limit or completely hinder your ability to offer or continue to offer securities to
investors and cause the value of such securities to significantly decline or be worthless. Alternatively, if you believe that your remaining
operations in China pose no such risks, including no risks to the value of your securities, please provide us your factual and legal analysis
explaining why that is the case.

Response to No. 1

Prominent disclosure has been
made on both the cover page of the prospectus, as well as at the beginning of the Prospectus Summary, as to the current status of the
Company’s operations as well as risks posed by having been a China-based issuer. While these statements and regulatory actions may
have an adverse effect on the Company in view of its prior operations, they are not expected to result in an adverse impact on our corporate
structure going forward or have a material change in our operations and/or the value of our securities or significantly limit or completely
hinder our ability to offer or continue to offer securities to investors or cause the value of such securities to significantly decline
or be worthless. We do not believe such developments will adversely impact the Company’s ability to conduct its business, accept
foreign investments, or continued listing on Nasdaq or decrease value of our securities and/or significantly limit or completely hinder
our ability to offer or continue to offer our securities to investors.

The Company has disclosed
in the Prospectus Summary that mining operations in China completely terminated in June 2021. All miners which had been warehoused were
migrated out of China by September 2021. The ten (10) remaining employees in China, all employed by Bit Digital Hong Kong Limited, include
five (5) persons now working in Hong Kong in administration. See Response No. 6 for further information.

The Company further described
that it does not own or control any VIEs or intends to form a VIE. In view of its limited operations in mainland China, which are primary
run out of Hong Kong, it has terminated the process to form a WFOE. The Company has disclosed both in the Prospectus Summary and Risk
Factors the risks and uncertainties that the Company may be subject to any fines or penalties as a result of its prior operations as a
China-based issuer.

Division of Corporation Finance

October 20, 2021

Page 2

2. We note your response to our prior comments 1 and
2. On page 1, you state that you are in the process of registering a wholly-owned subsidiary to do business in China, and, on pages 3
and S-5, you state that you have operating entities in China. Please provide a separately captioned section in the Prospectus Summary
explaining your current and planned corporate structure, including diagrams for each. Include a discussion of the purpose of your planned
PRC subsidiary and describe the operations in which it will engage. Explain whether this will involve the use of a variable interest entity.
To the extent material, discuss any attendant risks to this new PRC subsidiary or the business you plan to do in China and include cross
references to relevant risk factors. Also, please clearly describe the operations of your operating entities in China and include cross
references to relevant risk factors.

Response to No. 2

As noted in Response No. 1 under
the first bullet in the Prospectus Summary, the Company stated: “As a result of the China-ban on digital asset transactions, it
had terminated the process of forming a WFOE subsidy in mainland China. The diagram inserted under the second bullet in the Prospectus
Summary does not contemplate any new entities being added to the existing six (6) subsidiaries of the Company.

The operations of the Company’s
two Hong Kong subsidiaries are set forth in the fourth bullet of the Prospectus Summary. Cross references to the appropriate Risk Factors
are set forth under the first bullet.

Prospectus Summary, page 1

3. We note your response to our prior comment 3. In
your Summary of Risks Factors, describe any significant liquidity risks relating to your prior, current, or future corporate structure
or operations in China, with cross-references to the more detailed discussion of these risks in the prospectus.

Response to No. 3

The Company responded under the
last bullet in the Prospectus Summary; “Since the Company has no subsidiaries in mainland China and has terminated the process to
form one in mainland China, the Company is not subject to liquidity risks in mainland China, nor does it believe it was subject to liquidity
risks.

4. We note your response to our prior comment 5. Please
revise your “Transfer of cash” and “Payment of dividends or distributions” discussions on page 5 to quantify the
transactions discussed. Additionally, revise your “Payment of dividends or distributions” discussion to discuss the tax consequences
of the transactions discussed therein.

Response to No. 4

In response to the Staff’
comments, we have quantified the “Transfer of cash” and “Payment of dividends or distributions” on page 8 as below:

    -
    Transfer of cash

From the Company’s
commencement of mining business in February 2020 to October 3, 2021, the Company did not transfer any cash from the holding company
to any of its subsidiaries.

During the year ended December 31, 2020,
the Company raised proceeds of approximately $5.2 million from certain private placements, and the proceeds were directly transferred
from investors to the designated accounts of Bit Digital Hong Kong Limited (“BT HK”), the Company’s wholly owned subsidiary
in Hong Kong.

During the period from January 1, 2021
to October 3, 2021, the Company raised proceeds of approximately $37 million from both private placements and direct offering. The proceeds
were directly transferred from investors to designated accounts of Bit Digital USA, Inc. (“BT USA”), the Company’s subsidiary
in U.S. The $80 million of gross proceeds raised in the September 2021 Private Placement by the Company have been transferred to Bit Digital
USA and/or invested in the United States in interest-bearing accounts.

Division of Corporation Finance

October 20, 2021

Page 3

    -
    Payment of dividends or distributions

During the period from February 2020 to
the date of this response letter, the Company did not make any dividends or distribution from any of its subsidiaries, nor did the Company
make any dividends or distributions to its US investors.

Pursuant to the Enterprise Income Tax Law
and its implementation rules, if a non-resident enterprise has not set up an organization or establishment in the PRC, or has set up an
organization or establishment but the income derived has no actual connection with such organization or establishment, it will be subject
to a withholding tax on its PRC-sourced income at a rate of 10%. Pursuant to the Arrangement between Mainland China and the Hong Kong
Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, the withholding tax rate in respect to the
payment of dividends by a PRC enterprise to a Hong Kong enterprise is reduced to 5% from a standard rate of 10% if the Hong Kong enterprise
directly holds at least 25% of the PRC enterprise. Pursuant to the Notice of the State Administration of Taxation on the Issues concerning
the Application of the Dividend Clauses of Tax Agreements, or Circular 81, a Hong Kong resident enterprise must meet the following conditions,
among others, in order to enjoy the reduced withholding tax: (i) it must directly own the required percentage of equity interests and
voting rights in the PRC resident enterprise; and (ii) it must have directly owned such percentage in the PRC resident enterprise throughout
the 12 months prior to receiving the dividends. There are also other conditions for enjoying the reduced withholding tax rate according
to other relevant tax rules and regulations. In August 2015, the State Administration of Taxation promulgated the Administrative Measures
for Non-Resident Taxpayers to Enjoy Treatments under Tax Treaties, or Circular 60, which became effective on November 1, 2015. Circular
60 provides that non-resident enterprises are not required to obtain pre-approval from the relevant tax authority in order to enjoy the
reduced withholding tax rate. Instead, non-resident enterprises and their withholding agents may, by self-assessment and on confirmation
that the prescribed criteria to enjoy the tax treaty benefits are met, directly apply the reduced withholding tax rate, and file necessary
forms and supporting documents when performing tax filings, which will be subject to post-tax filing examinations by the relevant tax
authorities.

Our Company, page 3

5. We note your response to our prior comment 7, and
reissue in part. In that regard, please:

 ● Revise to provide quantitative information regarding each
of your hosting agreements with Compute North, Link Global, and Digihost, regarding, for example, fees and profit sharing;

 ● Disclose the material terms of your agreement with BlockFusion
USA, including quantitative terms;

 ● Provide a brief description of any regulations in Canada that
impact your operations;

 ● Further
disclose the material terms of your custodian agreements with Matrixport Cactus and Copper, including for example in what manner they
are required to store your digital assets, whether they are contractually required to hold your digital assets in cold storage, what
security precautions your custodians are required to undertake, what inspection rights you have, and what type of insurance your custodians
are required to have to protect you from loss;

 ● Identify the factors that management considers when evaluating
market conditions in considering whether to sell bitcoin;

 ● Disclose whether your custodians store all digital assets
you own, including stablecoins, or explain in sufficient detail how you store such stablecoins;

 ● Disclose whether you hold any insurance for your digital assets,
and, if so, provide a brief description of the insurance; and

 ● State the interest rate you charge on bitcoin loans that you
make.

Division of Corporation Finance

October 20, 2021

Page 4

Response to No. 5

This comment has been complied with.

 ● All quantitative information concerning the three (3) hosting
agreements have been described under “Our Company - Hosting Agreements.”

 ● All material terms of the agreement with Blockfusion USA including
quantitative terms have been described under “Our Company - Hosting Agreements.”

    ●
    Canadian regulations are described with “Our Company - Hosting Agreements - Link Global Technologies, Inc.” and “Risks Factors – Risks Related to Canadian Government Regulations.” The Company has a non-material number of miners in Alberta, Canada.

 ● The material terms of the Custodian Agreements with Matrixport
– Cactus Custody and Copper are set forth under “Our Company - Custodian Accounts.”

 ● A description of issuer is set forth under “Our Company
- Custodian Accounts.”

 ● 5% interest rate on prior loans is described under “Our
Company – Currency Transactions.”

Risk Factors, page 10

6. We note your response to our prior comment 8. Disclose
in the “Our Company” section beginning on page 4, whether you continued any bitcoin mining operations after any government
mining bans in China, national or otherwise, were put into effect. To the extent you continued any mining operations after any bans were
put into effect, provide specific risk factor disclosure addressing the possible consequences. In that regard we note that in May 2021
the Chinese government targeted virtual currency mining, but you did not cease mining operations in China until June 2021.

Response to No. 6

We have added disclosures
in response to the Commission’s comment. Specifically, we have disclosed the following:

On May 21, 2021, the Financial
Stability and Development Committee of the State Council in China proposed to “crack down on bitcoin mining and trading.”
However, it was not under the September 24, 2021 NDRC Notification, described below, that digital asset transactions were banned. In May
2021, local governments began to issue corresponding measures in succession to respond to the central government’s proposal, including
Xinjiang Changji Hui Autonomous Prefecture Development and Reform Commission issuing a notice on the immediate shutdown of enterprises
engaged in cryptocurrency mining on June 9, 2021. During that three-week period, we only had mining operations in Sichuan Province and
not in Xinjiang. On June 18, 2021, according to the public media report, Sichuan Provincial Development and Reform Commission and Sichuan
Energy Bureau issued a notice on the shutdown of cryptocurrency mining projects with the deadline of June 25, 2021. That is the reason
why we had ceased all remaining mining operations in PRC on June 21, 2021.

On September 24, 2021, the newly
issued Notification of Overhauling the Mining Activity of Cryptocurrency, or the Notification No. 1283, was published on the National
Development and Reform Commission People’s Republic of China (the “NDRC”)’s official website, to accelerate the
sort-out of the cryptocurrency mining. The Notification No. 1283 was joint issued by the NDRC, the People’s Bank of China, the Ministry
of Public Security of the PRC and the other eight important central departments, showing the firm attitude of the PRC government to the
cryptocurrency mining.

In consideration of the
PRC government’s attitude and our intentional business plan, we will not conduct any cryptocurrency mining operations or cryptocurrency
trading operations in the mainland of the PRC. All of our remaining miners which had been warehoused as of June 2021 have been migrated
out of the PRC on September 30, 2021.

We have not received any
administrative penalty for our historical mining business as of the date of this prospectus. The NDRC notice set forth penalties on a
going forward basis for all of the PRC. While we do not believe Sichuan Province will seek to impose retroactive fines, penalties, or
sanctions, we have disclosed the following risk factors on page 15, in consideration that we have suspended all the mining activities
before the deadline. Nevertheless, uncertainties still exist since the administrative penalties may be imposed o

United States securities and exchange commission logo
September 29, 2021
Bryan Bullett
Chief Executive Officer
Bit Digital, Inc.
33 Irving Place
New York, NY 10003
Re:Bit Digital, Inc.
Amendment No. 1 to Registration Statement on Form F-3
Filed August 30, 2021
File No. 333-258330
Dear Mr. Bullett:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form F-3
Cover Page
1.We note your response to our prior comment 2.  Although we note disclosure that
your activities may not be deemed to be operation activities by a foreign legal person or
entity under PRC law, you nevertheless appear to have remaining operations in China,
including warehousing 29.2% of your hardware and engaging 10 employees.  Please
provide prominent disclosure about the legal and operational risks associated with your
remaining operations in China, including a discussion on how the recent ban of digital
asset transactions in China impacts your business and whether it will impact your
corporate structure going forward.  Your disclosure should make clear whether these risks
could result in a material change in your operations and/or the value of your securities or
could significantly limit or completely hinder your ability to offer or continue to offer

 FirstName LastNameBryan Bullett
 Comapany NameBit Digital, Inc.
 September 29, 2021 Page 2
 FirstName LastNameBryan Bullett
Bit Digital, Inc.
September 29, 2021
Page 2
securities to investors and cause the value of such securities to significantly decline or be
worthless.  Alternatively, if you believe that your remaining operations in China pose no
such risks, including no risks to the value of your securities, please provide us your factual
and legal analysis explaining why that is the case.
2.We note your response to our prior comments 1 and 2. On page 1, you state that you are
"in the process of registering a wholly-owned subsidiary to do business in China, and you
reference your entities operating in China. Please provide a separately captioned section in
the Prospectus Summary explaining your current and planned corporate structure,
including diagrams for each.  Include a discussion of the purpose of your planned PRC
subsidiary, and describe the operations in which it will engage.  Explain whether this will
involve the use of a variable interest entity.  To the extent material, discuss any attendant
risks to this new PRC subsidiary or the business you plan to do in China and include cross
references to relevant risk factors. Also, please clearly describe the operations of your
operating entities in China and include cross references to relevant risk factors.
Prospectus Summary, page 1
3.We note your response to our prior comment 3.  In your summary of risk factors describe
any significant liquidity risks relating to your prior, current, or future corporate structure
or operations in China, with cross-references to the more detailed discussion of these risks
in the prospectus.
4.We note your response to our prior comment 5.  Please revise your "Transfer of cash" and
"Payment of dividends or distributions" discussions on page 5 to quantify the transactions
discussed.  Additionally, revise your "Payment of dividends or distributions" discussion to
discuss the tax consequences of the transactions discussed therein.
Our Company, page 2
5.We note your response to our prior comment 7, and reissue in part.  In that regard, please:
•Revise to provide quantitative information regarding each of your hosting agreements
with Compute North, Link Global, and Digihost, regarding, for example, fees and
profit sharing;
•Disclose the material terms of your agreement with BlockFusion USA, including
quantitative terms;
•Provide a brief description of any regulations in Canada that impact your operations;
•Further disclose the material terms of your custodian agreements with Matrixport
Cactus and Copper, including for example in what manner they are required to store
your digital assets, whether they are contractually required to hold your digital
assets in cold storage, what security precautions your custodians are required to
undertake, what inspection rights you have, and what type of insurance your
custodians are required to have to protect you from loss;
•Identify the factors that management considers when evaluating market conditions in
considering whether to sell bitcoin;

 FirstName LastNameBryan Bullett
 Comapany NameBit Digital, Inc.
 September 29, 2021 Page 3
 FirstName LastName
Bryan Bullett
Bit Digital, Inc.
September 29, 2021
Page 3
•Disclose whether your custodians store all digital assets you own, including
stablecoins, or explain in sufficient detail how you store such stablecoins;
•Disclose whether you hold any insurance for your digital assets, and, if so, provide a
brief description of the insurance; and
•State the interest rate you charge on bitcoin loans that you make.

Risk Factors, page 10
6.We note your response to our prior comment 8.  Disclose in the "Our Business" section
beginning on page 4, whether you continued any bitcoin mining operations after any
government mining bans in China, national or otherwise, were put into effect.  To the
extent you continued any mining operations after any bans were put into effect, provide
specific risk factor disclosure addressing the possible consequences.  In that regard we
note that in May 2021 the Chinese government targeted virtual currency mining, but you
did not cease mining operations in China until June 2021.
We may be subject to recently announced Measures from the Cyberspace Administration of
China, page 20
7.We note your response to our prior comment 10.  You state on page 20 that "due to [y]our
past mining operations in China, [you] may be deemed to be a 'data processor carrying out
data processing activities' under the Measures."  In light of this, disclose why you believe
you "currently are not required to obtain clearance from the CAC before [y]our listing in
the United States under the recently enacted or proposed regulations or rules."
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact John Dana Brown at 202-551-3859 or Sonia Bednarowski at 202-551-
3666 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Elliot H. Lutzker, Esq.

CORRESP
1
filename1.htm

BIT DIGITAL, INC.

33 Irving Place

New York, New York 10003

September 3, 2021

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Attention: Tonya K. Aldave

    Re:
    Bit Digital, Inc.

    Registration Statement on Form F-3

    Filed July 15, 2021

    File No. 333-257934

Dear Ladies and Gentlemen:

Bit Digital, Inc. (the “Company”)
is responding to the Staff’s Comment Letter dated August 19, 2021. We have submitted an amended draft Registration Statement (the
“Amendment”) on this date reflecting the Company’s responses. Set forth below are the Company’s responses, which
appear in the same order of the comments which are repeated below for ease of reference.

As described in the Amendment
and related to the Company’s responses below, the Company notes for the Staff that it is not based in, nor is the majority of its
operations in, China (i.e., it is not a “China-based Issuer”), and does not currently have material operations in China, and
none of such operations are conducted through any variable interest entities (“VIEs”). As reported on Form 6-K on September
14, 2020, the Company entered into a Share Purchase Agreement on September 8, 2020 with an unaffiliated British Virgin Islands (“BVI”)
company whereby it sold its wholly owned subsidiary, also a BVI entity, and its subsidiaries and VIEs, through which the Company previously
operated its peer-to-peer lending business and car rental business in China. From February 2020 until June 2021, the Company carried out
bitcoin mining operations in China through its wholly owned Hong Kong subsidiary, Bit Digital Hong Kong Limited, and, notwithstanding
the foregoing, the Company did not conduct its bitcoin mining operations in China through any VIEs. The Company’s bitcoin mining
operations in the United States, have been through Bit Digital U.S.A., Inc., a Delaware corporation and a wholly-owned subsidiary of the
Company. In Canada, the Company’s bitcoin mining operations have been conducted through Bit Digital Canada, Inc., an Alberta corporation
and a wholly-owned subsidiary of the Company.

Registration Statement on Form F-3

Cover Page

    1.
    We note your disclosure that you currently conduct your business through Bit Digital Hong Kong Limited and Bit Digital Strategies Limited. Please tell us whether you or your subsidiaries currently have operations conducted through variable interest entities based in China. To the extent that you do, we may have additional comments.

Response No. 1

As noted above, while the
Company’s former peer-to-peer lending business conducted operations through VIEs, neither the Company nor its subsidiaries, Bit
Digital Hong Kong Limited and Bit Digital Strategies Limited (the “Hong Kong Subsidiaries”), currently conduct, nor did they
ever conduct, bitcoin mining operations through VIEs in China.

    2.
    Provide prominent disclosure about the legal and operational risks associated with being based in or having a substantial amount of the company’s operations in China and Hong Kong. Your disclosure should make clear whether these risks could result in a material change in your operations and/or the value of your securities or could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Your disclosure should address how recent statements and regulatory actions by China’s government, such as those related to the use of variable interest entities and data security or anti-monopoly concerns, has or may impact the company’s ability to conduct its business, accept foreign investments, or list on an U.S. or other foreign exchange.

Response No. 2

In response to the Staff’s
comment, disclosure has been made on the cover pages of the Prospectus and Prospectus Supplement Summary and in the Summary of Information
on page 3 of the Prospectus and the Prospectus Supplement Summary beginning on page S-3, as to the risks involved, as well as the additional
responsive disclosures that “as a result of our prior structure of an offshore issuer with a wholly-owned foreign entity, or WFOE,
and VIEs which are the concern of the SEC as to China-based Issuers, we are setting forth below some of the risks and uncertainties concerning
the Company’s prior operations.” “Risks Related to Doing Business in China” have been moved up after “General
Risks.” The Company is based in the United States, with its principal office located in New York City since March 1, 2021. The Company
does not have a substantial amount of its operations in China and Hong Kong. As set forth in the Company’s Form 6-K filed on August
20, 2021 disclosing the Company’s Results of Operations for the second quarter ended June 30, 2021, the Company had 29.2% of its
bitcoin mining computers in China. All of those miners are warehoused and are not in operation, awaiting disposition or migration to North
America. The Company’s ten (10) remaining employees in China are employed by the Hong Kong Subsidiaries in administration and the
warehousing of miners awaiting disposition or migration to North America, and are not engaged in mining operations in China. Since the
Company has no VIEs and no mining operations in China, there is no adverse impact on the Company’s ability to conduct business in
North America, to accept foreign investment or list on U.S. or other foreign exchange. Disclosure has been made as the legal and operational
risks with the Company having previously been based in China.

About this Prospectus, page 1

    3.
    In your summary of risk factors, disclose the risks that your corporate structure and being based in or having a material amount of the company’s operations in China poses to investors. In particular, describe the significant regulatory, liquidity, and enforcement risks with cross-references to the more detailed discussion of these risks in the prospectus. For example, specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based Issuers, which could result in a material change in your operations and/or the value of your securities. Acknowledge any risks that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based Issuers could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

Response No. 3

The registration statement/prospectus
has been revised to include responsive disclosure. The risks related to our prior structure and operations are highlighted under Summary
of Information on page 3 of the Prospectus and in the Prospectus Supplement Summary beginning on page S-3. However, it is noted that
the Company does not have a VIE structure and does not own or control any VIEs, is not based in China and does not have a material amount
of operations in China.

    4.
    Disclose each permission that you, your subsidiaries are required to obtain from Chinese authorities to operate and issue these securities to foreign investors. State whether you or your subsidiaries are covered by permissions requirements from the CSRC or CAC and state affirmatively whether you have received all requisite permissions and whether any permissions have been denied.

    2

Response No. 4

The Company or its subsidiaries
are required to establish a commercial entity under the PRC laws or register itself directly with the Chinese government as a foreign
company with Chinese authorities to operate in China, which is disclosed in the Amendment. However, neither the Company nor its subsidiaries
are required to obtain permission to issue securities to foreign investors. No requirements from the CSRC or CAC are required and no permissions
have been requested or denied, and we have disclosed the same in the Prospectus under “Summary of Information” on page 3 and
in the Prospectus Supplement Summary beginning on page S-3.

    5.
    Provide a clear description of how cash is transferred through your organization. Quantify any cash flows and transfers of other assets by type that have occurred between the holding company, and its subsidiaries and direction of transfer. Quantify any dividends or distributions that a subsidiary has made to the holding company and which entity made such transfer, and their tax consequences. Similarly quantify dividends or distributions made to U.S. investors, the source, and their tax consequences. Describe any restrictions on foreign exchange and your ability to transfer cash between entities, across borders, and to U.S. investors. Describe any restrictions and limitations on your ability to distribute earnings from your businesses, including subsidiaries, to the parent company and U.S. investors.

Response No. 5

In response to the Staff’s
comments, responsive disclosures have been made under “Summary of Information – Our Business” on page 3 of the Prospectus
and in the Prospectus Supplement Summary – “Our Business” beginning on page S-5.

    6.
    Disclose that trading in your securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or fully investigate your auditor, and that as a result an exchange may determine to delist your securities.

Response No. 6

The Company’s auditor, Audit
Alliance LLP, is PCAOB registered and based in Singapore. Under the Holding Foreign Companies Accountable Act, the PCAOB is permitted
to inspect the Company’s independent public accounting firm. However, we have disclosed under “Summary of Information –
Our Business” on page 4, and under Risk Factors on page 18 of the Prospectus and in the Prospectus Supplement Summary on page S-4
that if the PCAOB later determined that it cannot inspect or fully investigate our auditor, trading in our securities may be prohibited
under the HFCAA, and, as a result, Nasdaq may determine to delist our securities.

Summary of Information - Our Business, page 4

    7.
    Please provide detailed and clear disclosure about the current status of your mining operations in all geographical locations, such as the United States, Canada and China. For example, please (i) disclose where you intend to locate the miners that are currently in transit to the United States, (ii) disclose how many miners you intend to purchase, including an estimate of the cost of these additional miners, the type of miners you intend to purchase, the source of funds for such purchases, and the estimated delivery of such miners, (iii) provide a brief description of the type of miners you currently own, (iv) disclose the material terms of your agreements with Compute North, Link Global Technologies and Digihost Technologies, including additional details regarding the profit sharing arrangements and obligations of the parties to each of these agreements, (v) provide a brief description of any regulations in the United States and Canada that impact your operations, (vi) disclose whether you currently have any operations in China, and, if so, please describe these operations, (vii) disclose whether you store your bitcoins with a custodian, and, if so disclose the material terms of any such agreements, and (viii) disclose whether you have insurance for your miners or digital assets, and, if so provide a brief description of the insurance. Also, we note your disclosure that you may sell bitcoin for fiat currency from time to time depending on market conditions and management’s determination of your cash flow needs. Please identify the factors that management considers when evaluating market conditions, identify the exchanges that you use, identify the fiat currency you receive for your bitcoins and disclose whether you lend bitcoins to third parties, and, if so the material terms of such loans.

    3

Response No. 7

The Company has provided responsive
disclosures in response to this comment in the Prospectus under “Summary of Information - Our Business” on page 4 and in the
Prospectus Supplement Summary under “Our Business” beginning on page S-5.

Risk Factors, page

    8.
    We note your disclosure on page 5 that “[i]n May 2021, when the Financial Stability Development Committee of the State Council in China targeted virtual currency mining, the Company suspended operations in China and continued to migrate all miners out of China to the United States and Canada, which the Company expects will be completed in the third quarter 2021.” Please include a risk factor to address the risk to investors due to a recent change in Chinese government’s actions. In this regard, we note your risk factors on pages 7 and 13.

Response No. 8

The responsive disclosure, beginning
on page 4 of the Prospectus under “Summary of Information – Our Business” and in the Prospectus Supplement Summary under
“Our Business” beginning on page S-5, states that “we anticipate the possibility that certain miner shipments may arrive
in the U.S. early in the fourth quarter of 2021.” The Company has provided responsive disclosures in response to this comment under
the risk factor titled “We may be subject to fines and penalties for any non-compliance with or liabilities in our historical business
in China in a certain period from now on” has been amended and restated in the Prospectus on page 15 to include a reference to the
May 2021 Statement targeting initial currency mining.

    9.
    Given the Chinese government’s significant oversight and discretion over the conduct of your business, please revise to separately highlight the risk that the Chinese government may intervene or influence your operations at any time, which could result in a material change in your operations and/or the value of your securities. Also, given recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China- based Issuers, acknowledge the risk that any such action could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

Response No. 9

The Company has provided responsive
disclosures in response to this comment on page 15 of the Prospectus, under “Risk Factors – We may be subject to fines and
penalties for any non-compliance with or liabilities in our historical business in China in a certain period from now on.” Although
the Company is not a China-based Issuer, disclosure has been made as to the possible actions of the Chinese government in light of the
Company’s prior operations in China.

    10.
    In light of recent events indicating greater oversight by the Cyberspace Administration of China over data security, particularly for companies seeking to list on a foreign exchange, please revise your disclosure to explain how this oversight impacts your business and your offering and to what extent you believe that you are compliant with the regulations or policies that have been issued by the CAC to date.

    4

Response No. 10

This response has been complied
with. A risk factor has been added on page 16 of the Prospectus, titled “We may be subject to recently announced Measures from the
Cyberspace Administration of China concerning the collection of data and required to obtain clearance from the CAC.”

Please do not hesitate to
contact our Securi

CORRESP
1
filename1.htm

BIT DIGITAL, INC.

33 Irving Place

New York, New York 10003

August 30, 2021

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Attention: Tonya K. Aldave

    Re:
    Bit Digital, Inc.

    Registration Statement on Form F-3

    Filed July 30, 2021

    File No. 333-258330

Dear Ladies and Gentlemen:

Bit Digital, Inc. (the “Company”)
is responding to the Staff’s Comment Letter dated August 19, 2021. We have submitted an amended draft Registration Statement (the
“Amendment”) on this date reflecting the Company’s responses. Set forth below are the Company’s responses, which
appear in the same order of the comments which are repeated below for ease of reference.

As described in the Amendment
and related to the Company’s responses below, the Company notes for the Staff that it is not based in, nor is the majority of its
operations in, China (i.e., it is not a “China-based Issuer”), and does not currently have material operations in China, and
none of such operations are conducted through any variable interest entities (“VIEs”). As reported on Form 6-K on September
14, 2020, the Company entered into a Share Purchase Agreement on September 8, 2020 with an unaffiliated British Virgin Islands (“BVI”)
company whereby it sold its wholly owned subsidiary, also a BVI entity, and its subsidiaries and VIEs, through which the Company previously
operated its peer-to-peer lending business and car rental business in China. From February 2020 until June 2021, the Company carried out
bitcoin mining operations in China through its wholly owned Hong Kong subsidiary, Bit Digital Hong Kong Limited, and, notwithstanding
the foregoing, the Company did not conduct its bitcoin mining operations in China through any VIEs. The Company’s bitcoin mining
operations in the United States, have been through Bit Digital U.S.A., Inc., a Delaware corporation and a wholly-owned subsidiary of the
Company. In Canada, the Company’s bitcoin mining operations have been conducted through Bit Digital Canada, Inc., an Alberta corporation
and a wholly-owned subsidiary of the Company.

Registration Statement on Form F-3

Cover Page

    1.
    We note your disclosure that you currently conduct your business through Bit Digital Hong Kong Limited and Bit Digital Strategies Limited. Please tell us whether you or your subsidiaries currently have operations conducted through variable interest entities based in China. To the extent that you do, we may have additional comments.

Response No. 1

As noted above, while the Company’s
former peer-to-peer lending business conducted operations through VIEs, neither the Company nor its subsidiaries, Bit Digital Hong Kong
Limited and Bit Digital Strategies Limited (the “Hong Kong Subsidiaries”), currently conduct, nor did they ever conduct, bitcoin
mining operations through VIEs in China.

    August 30, 2021

Page 2

    2.
    Provide prominent disclosure about the legal and operational risks associated with being based in or having a substantial amount of the company’s operations in China and Hong Kong. Your disclosure should make clear whether these risks could result in a material change in your operations and/or the value of your securities or could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Your disclosure should address how recent statements and regulatory actions by China’s government, such as those related to the use of variable interest entities and data security or anti-monopoly concerns, has or may impact the company’s ability to conduct its business, accept foreign investments, or list on an U.S. or other foreign exchange.

Response No. 2

In response to the Staff’s
comment, disclosure has been made on the cover page of the Prospectus and in the “Prospectus Summary” on page 1 as to the
risks involved, as well as the additional responsive disclosures under “Our Company” in the Prospectus Summary. In addition,
the Prospectus Summary discloses that “as a result of our prior structure of an offshore issuer with a wholly-owned foreign entity,
or WFOE, and VIEs which are the concern of the SEC as to China-based Issuers, we are setting forth below some of the risks and uncertainties
concerning the Company’s prior operations.” “Risks Related to Doing Business in China” have been moved up after
“General Risks.” The Company is based in the United States, with its principal office located in New York City since March
1, 2021. The Company does not have a substantial amount of its operations in China and Hong Kong. As set forth in the Company’s
Form 6-K filed on August 20, 2021 disclosing the Company’s Results of Operations for the second quarter ended June 30, 2021, the
Company had 29.2% of its bitcoin mining computers in China. All of those miners are warehoused and are not in operation, awaiting disposition
or migration to North America. The Company’s ten (10) remaining employees in China are employed by the Hong Kong Subsidiaries in
administration and the warehousing of miners awaiting disposition or migration to North America, and are not engaged in mining operations
in China. Since the Company has no VIEs and no mining operations in China, there is no adverse impact on the Company’s ability to
conduct business in North America, to accept foreign investment or list on U.S. or other foreign exchange. Disclosure has been made as
the legal and operational risks with the Company having previously been based in China.

Prospectus Summary,
page 1

    3.
    In your summary of risk factors, disclose the risks that your corporate structure and being based in or having a material amount of the company’s operations in China poses to investors. In particular, describe the significant regulatory, liquidity, and enforcement risks with cross-references to the more detailed discussion of these risks in the prospectus. For example, specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based Issuers, which could result in a material change in your operations and/or the value of your securities. Acknowledge any risks that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based Issuers could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

Response No. 3

The registration statement/prospectus
has been revised to include responsive disclosure. The risks related to our prior structure and operations are highlighted in the Prospectus
Summary. However, it is noted that the Company does not have a VIE structure and does not own or control any VIEs, is not based in China
and does not have a material amount of operations in China.

    4.
    Disclose each permission that you, your subsidiaries are required to obtain from Chinese authorities to operate and issue these securities to foreign investors. State whether you or your subsidiaries are covered by permissions requirements from the CSRC or CAC and state affirmatively whether you have received all requisite permissions and whether any permissions have been denied.

Response No. 4

The Company or its subsidiaries
are required to establish a commercial entity under the PRC laws or register itself directly with the Chinese government as a foreign
company with Chinese authorities to operate in China, which is disclosed in the Amendment. However, neither the Company nor its subsidiaries
are required to obtain permission to issue securities to foreign investors. No requirements from the CSRC or CAC are required and no permissions
have been requested or denied, and we have disclosed the same in the Amendment under the Prospectus Summary on page 1.

    August 30, 2021

Page 3

    5.
    Provide a clear description of how cash is transferred through your organization. Quantify any cash flows and transfers of other assets by type that have occurred between the holding company, and its subsidiaries and direction of transfer. Quantify any dividends or distributions that a subsidiary has made to the holding company and which entity made such transfer, and their tax consequences. Similarly quantify dividends or distributions made to U.S. investors, the source, and their tax consequences. Describe any restrictions on foreign exchange and your ability to transfer cash between entities, across borders, and to U.S. investors. Describe any restrictions and limitations on your ability to distribute earnings from your businesses, including subsidiaries, to the parent company and U.S. investors.

Response No. 5

In response to the Staff’s comments,responsive
disclosures have been made under “Prospectus Summary – Our Company” on page 2 of the Amendment.

    6.
    Disclose that trading in your securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or fully investigate your auditor, and that as a result an exchange may determine to delist your securities.

Response No. 6

The Company’s auditor, Audit
Alliance LLP, is PCAOB registered and based in Singapore. Under the Holding Foreign Companies Accountable Act, the PCAOB is permitted
to inspect the Company’s independent public accounting firm. However, we have disclosed under “Prospectus Summary” on
page 1, and under Risk Factors on page 28 of the Amendment that, if the PCAOB later determined that it cannot inspect or fully investigate
our auditor, trading in our securities may be prohibited under the HFCAA, and, as a result, Nasdaq may determine to delist our securities.

Our Company, page 1

    7.
    Please provide detailed and clear disclosure about the current status of your mining operations in all geographical locations, such as the United States, Canada and China. For example, please (i) disclose where you intend to locate the miners that are currently in transit to the United States, (ii) disclose how many miners you intend to purchase, including an estimate of the cost of these additional miners, the type of miners you intend to purchase, the source of funds for such purchases, and the estimated delivery of such miners, (iii) provide a brief description of the type of miners you currently own, (iv) disclose the material terms of your agreements with Compute North, Link Global Technologies and Digihost Technologies, including additional details regarding the profit sharing arrangements and obligations of the parties to each of these agreements, (v) provide a brief description of any regulations in the United States and Canada that impact your operations, (vi) disclose whether you currently have any operations in China, and, if so, please describe these operations, (vii) disclose whether you store your bitcoins with a custodian, and, if so disclose the material terms of any such agreements, and (viii) disclose whether you have insurance for your miners or digital assets, and, if so provide a brief description of the insurance. Also, we note your disclosure that you may sell bitcoin for fiat currency from time to time depending on market conditions and management’s determination of your cash flow needs. Please identify the factors that management considers when evaluating market conditions, identify the exchanges that you use, identify the fiat currency you receive for your bitcoins and disclose whether you lend bitcoins to third parties, and, if so the material terms of such loans.

Response No. 7

The Company has provided responsive
disclosures in response to this comment on page 5 of the Amendment under “Our Company.”

Risk Factors, page 7

    August 30, 2021

Page 4

    8.
    We note your disclosure on page 2 that “[i]n May 2021, when the Financial Stability Development Committee of the State Council in China targeted virtual currency mining, the Company suspended operations in China and continued to migrate all miners out of China, which will be completed in the third quarter 2021.” Please include a risk factor to address the risk to investors due to a recent change in Chinese government’s actions. In this regard, we note your risk factors on pages 15 and 29.

Response No. 8

The response disclosure on page
3 states that “we anticipate the possibility that certain miner shipments may arrive in the U.S. early in the fourth quarter
of 2021.” The Company has provided responsive disclosures in response to this comment under the risk factor titled “We may
be subject to fines and penalties for not registering in China to do business” has been amended and restated in the Amendment on
page 18 to include a reference to the May 2021 Statement targeting initial currency mining.

    9.
    Given the Chinese government’s significant oversight and discretion over the conduct of your business, please revise to separately highlight the risk that the Chinese government may intervene or influence your operations at any time, which could result in a material change in your operations and/or the value of your securities. Also, given recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China- based Issuers, acknowledge the risk that any such action could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

Response No. 9

The Company has provided responsive
disclosures in response to this comment on page 18 of this Amendment, under “Risk Factors – We may be subject to fines and
penalties for not registering in China to do business.” in the Amendment. Although the Company is not a China-based Issuer, disclosure
has been made as to the possible actions of the Chinese government in light of the Company’s prior operations in China.

    10.
    In light of recent events indicating greater oversight by the Cyberspace Administration of China over data security, particularly for companies seeking to list on a foreign exchange, please revise your disclosure to explain how this oversight impacts your business and your offering and to what extent you believe that you are compliant with the regulations or policies that have been issued by the CAC to date.

Response No. 10

This response has been complied
with. A risk factor has been added on page 20 of the Amendment, titled “We may be subject to recently announced Measures from the
Cyberspace Administration of China concerning the collection of data and required to obtain clearance from the CAC.”

    August 30, 2021

Page 5

Please do not hesitate to contact
our Securities Counsel, Elliot H. Lutzker, at (646) 428-3210 if you have any questions.

    Very truly yours,

    BIT DIGITAL, INC.

    By:
    /s/ Erke Huang

    Erke Huang, CFO

    cc:
    Elliot H. Lutzker, Esq.

United States securities and exchange commission logo
August 19, 2021
Bryan Bullett
Chief Executive Officer
Bit Digital, Inc
33 Irving Place
New York, NY 10003
Re:Bit Digital, Inc
Registration Statement on Form F-3
Filed July 15, 2021
File No. 333-257934
Dear Mr. Bullett:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-3
Cover Page
1.We note your disclosure that you currently conduct your business through Bit Digital
Hong Kong Limited and Bit Digital Strategies Limited. Please tell us whether you or your
subsidiaries currently have operations conducted through variable interest entities based in
China. To the extent that you do, we may have additional comments.
2.Provide prominent disclosure about the legal and operational risks associated with being
based in or having a substantial amount of the company’s operations in China and Hong
Kong.  Your disclosure should make clear whether these risks could result in a material
change in your operations and/or the value of your securities or could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.  Your disclosure

 FirstName LastNameBryan Bullett
 Comapany NameBit Digital, Inc
 August 19, 2021 Page 2
 FirstName LastNameBryan Bullett
Bit Digital, Inc
August 19, 2021
Page 2
should address how recent statements and regulatory actions by China’s government, such
as those related to the use of variable interest entities and data security or anti-monopoly
concerns, has or may impact the company’s ability to conduct its business, accept foreign
investments, or list on an U.S. or other foreign exchange.
About This Prospectus, page 1
3.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority or a material amount of the company’s operations in China
poses to investors.  In particular, describe the significant regulatory, liquidity, and
enforcement risks with cross-references to the more detailed discussion of these risks in
the prospectus.  For example, specifically discuss risks arising from the legal system in
China, including risks and uncertainties regarding the enforcement of laws and that rules
and regulations in China can change quickly with little advance notice; and the risk that
the Chinese government may intervene or influence your operations at any time, or may
exert more control over offerings conducted overseas and/or foreign investment in China-
based issuers, which could result in a material change in your operations and/or the value
of your securities.  Acknowledge any risks that any actions by the Chinese government to
exert more oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.
4.Disclose each permission that you, your subsidiaries are required to obtain from Chinese
authorities to operate and issue these securities to foreign investors. State whether you or
your subsidiaries are covered by permissions requirements from the CSRC or CAC and
state affirmatively whether you have received all requisite permissions and whether any
permissions have been denied.
5.Provide a clear description of how cash is transferred through your organization.  Quantify
any cash flows and transfers of other assets by type that have occurred between the
holding company, and its subsidiaries and direction of transfer.  Quantify any dividends or
distributions that a subsidiary  has made to the holding company and which entity made
such transfer, and their tax consequences.  Similarly quantify dividends or distributions
made to U.S. investors, the source, and their tax consequences.  Describe any restrictions
on foreign exchange and your ability to transfer cash between entities, across borders, and
to U.S. investors.  Describe any restrictions and limitations on your ability to distribute
earnings from your businesses, including subsidiaries, to the parent company and U.S.
investors.
6.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or fully
investigate your auditor, and that as a result an exchange may determine to delist your
securities.

 FirstName LastNameBryan Bullett
 Comapany NameBit Digital, Inc
 August 19, 2021 Page 3
 FirstName LastNameBryan Bullett
Bit Digital, Inc
August 19, 2021
Page 3
Summary of Information
Our Business, page 4
7.Please provide detailed and clear disclosure about the current status of your mining
operations in all geographical locations, such as the United States, Canada and China.  For
example, please (i) disclose where you intend to locate the miners that are currently in
transit to the United States, (ii) disclose how many miners you intend to purchase,
including an estimate of the cost of these additional miners, the type of miners you intend
to purchase, the source of funds for such purchases, and the estimated delivery of such
miners, (iii) provide a brief description of the type of miners you currently own, (iv)
disclose the material terms of your agreements with Compute North, Link Global
Technologies and Digihost Technologies, including additional details regarding the profit
sharing arrangements and obligations of the parties to each of these agreements, (v)
provide a brief description of any regulations in the United States and Canada that impact
your operations, (vi) disclose whether you currently have any operations in China, and, if
so, please describe these operations, (vii) disclose whether you store your bitcoins with a
custodian, and, if so disclose the material terms of any such agreements, and (viii) disclose
whether you have insurance for your miners or digital assets, and, if so provide a brief
description of the insurance. Also, we note your disclosure that you may sell bitcoin for
fiat currency from time to time depending on market conditions and management's
determination of your cash flow needs. Please identify the factors that management
considers when evaluating market conditions, identify the exchanges that you use, identify
the fiat currency you receive for your bitcoins and disclose whether you lend bitcoins to
third parties, and, if so the material terms of such loans.
Risk Factors, page 7
8.We note your disclosure on page 5 that "[i]n May 2021, when the Financial Stability
Development Committee of the State Council in China targeted virtual currency mining,
the Company suspended operations in China and continued efforts to migrate all of its
miners out of China to the United States and Canada, which the Company expects will be
completed in the third quarter 2021."  Please include a risk factor to address the risk to
investors due to a recent change in Chinese government's actions.  In this regard, we note
your risk factors on pages 7 and 13.

9.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to separately highlight the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of your securities.  Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and

 FirstName LastNameBryan Bullett
 Comapany NameBit Digital, Inc
 August 19, 2021 Page 4
 FirstName LastName
Bryan Bullett
Bit Digital, Inc
August 19, 2021
Page 4
cause the value of such securities to significantly decline or be worthless.
10.In light of recent events indicating greater oversight by the Cyberspace Administration of
China over data security, particularly for companies seeking to list on a foreign exchange,
please revise your disclosure to explain how this oversight impacts your business and your
offering and to what extent you believe that you are compliant with the regulations or
policies that have been issued by the CAC to date.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
             Please contact Tonya K. Aldave at (202) 551-3602 or Sonia Bednarowski at (202) 551-
3666 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Elliot H. Lutzker, Esq.

CORRESP
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filename1.htm

BIT DIGITAL,
INC.

33 Irving Plaza

New York, NY 10003

May 3, 2021

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attention: Sandra Hunter Berkheimer

    Re:
    Bit Digital, Inc.

    Form F-1 Registration Statement

    File No. 333-254060

Dear Ms. Berkheimer:

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 F-1 be accelerated by the U.S. Securities and Exchange Commission (the “Commission”)
to 4:30 p.m.(EST), on May 5, 2021 or as soon thereafter as is 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.

    By:
    /s/ Erke Huang

    Erke Huang, Chief Financial Officer

CORRESP
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    WRITER’S DIRECT: (646) 428-3210

    E-MAIL: ehl@dhclegal.com

April 12, 2021

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Attention: David Lin

 Re: Bit Digital, Inc.

                                                                   Registration Statement on Form F-1

                                                                   Filed March 10, 2021

                                                                   File No. 333-254060

Dear Mr. Lin:

As securities counsel to Bit Digital, Inc. (the
“Company”), we are responding to the Staff’s Comment Letter dated April 6, 2021. We have submitted Amendment No. 1 to
the above-captioned Registration Statement on this date reflecting the Company’s responses. We have also updated the financial statements
for the year ended December 31, 2020. Set forth below are the Company’s responses in the same order of the comments which we repeated
below.

Registration Statement on Form F-1

Related Party Transactions, page
109

 1. We note your disclosure on page 109 regarding transactions with
related parties. Please revise to provide the complete disclosure called for by Item 7.B of Form 20-F and specifically address each related
party transaction for the preceding three financial years through the date of the information currently provided.

Response:
                          This comment has been complied with.

Division of Corporation Finance

U.S. Securities and Exchange Commission

April 12, 2021

Page 2

Exhibits

 2. We note that your auditor’s consent filed under Exhibit
23.1 is undated. In your next amendment, please provide currently dated and signed consents from your auditors, as applicable.

Response: This comment has been complied with.

Please advise as to when we may submit an acceleration
request.

Please do not hesitate
to call me at (516) 383-1808.

    Very truly yours,

    DAVIDOFF HUTCHER & CITRON LLP

    By:
    /s/ Elliot H. Lutzker

    Elliot H. Lutzker

EHL/taf

 cc: Erke Huang, CFO

United States securities and exchange commission logo
April 6, 2021
Erke Huang
Interim Chief Executive Officer and Chief Financial Officer
Bit Digital, Inc.
33 Irving Place
New York, NY 10003
Re:Bit Digital, Inc.
Registration Statement on Form F-1
Filed March 10, 2021
File No. 333-254060
Dear Mr. Huang:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1
Related Party Transactions, page 109
1.We note your disclosure on page 109 regarding transactions with related parties.  Please
revise to provide the complete disclosure called for by Item 7.B of Form 20-F and
specifically address each related party transaction for the preceding three financial years
through the date of the information currently provided.
Exhibits
2.We note that your auditor’s consent filed under Exhibit 23.1 is undated.  In your next
amendment, please provide currently dated and signed consents from your auditors, as
applicable.

 FirstName LastNameErke Huang
 Comapany NameBit Digital, Inc.
 April 6, 2021 Page 2
 FirstName LastName
Erke Huang
Bit Digital, Inc.
April 6, 2021
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact David Lin, Staff Attorney, at (202) 551-3552 or Sandra Hunter
Berkheimer, Legal Branch Chief, at (202) 551-3758 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

March 31, 2020
Erke Huang
Chief Financial Officer
Golden Bull Ltd
707 Zhang Yang Road
Sino Life Tower, F35
Pudong, Shanghai, China 200120
Re:Golden Bull Ltd
Form 20-F for Fiscal Year Ended December 31, 2018
File No. 001-38421
Dear Mr. Huang:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance

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GOLDEN BULL LIMITED

136-20 38th
Avenue, Suite 9A-2

Flushing, New York 11354

January 8, 2020

VIA EDGAR CORRESPONDENCE

Division of Corporate
Finance

Securities and Exchange
Commission

100 F Street, NE

Washington, D.C. 20549

Attention: John Spitz

 Re: Golden Bull Limited

Commission File
No. 001-38421

Ladies and Gentlemen:

Please be advised that
the law firm of Davidoff Hutcher & Citron LLP has been engaged as outside securities counsel to Golden Bull Limited. Such firm
is authorized to review all correspondence from the Securities and Exchange Commission on behalf of Golden Bull Limited.

    Very truly yours,

    GOLDEN BULL LIMITED

    By:
    /s/ Erke
    Huang

    Erke Huang, CFO

 cc: Davidoff Hutcher & Citron LLP

CORRESP
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Golden Bull Limited

No. 1599, Jianshe Road, Jianshe Town

Chongming District, Shanghai, China 202155

October 10, 2019

Via Edgar

Mr. John Spitz

Division of Corporation Finance

Office of Financial Services

U.S. Securities and Exchange Commission

    Re:
    Golden Bull Limited

    Form 20-F for Fiscal Year Ended December 31, 2018

    Filed on April 30, 2019

    File No. 001-38421

Dear Mr. Spitz:

This letter is in response
to the letter dated September 25, 2019, from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) addressed to Golden Bull Limited (the “Company”, “we”, and “our”)
regarding the Annual Report on Form 20-F (“Form 20-F”) previously filed on April 30, 2019. For ease of reference, we
have recited the Commission’s comments in this response and numbered them accordingly.

Note 7 - Taxes, page F-19

1.
We note your response and corresponding Exhibits provided in response to comment 2. As noted in your revised forecast in Exhibit
C, due to the increasingly stricter regulations of the P2P industry by the Chinese government you now forecast losses in all future
periods. Based on your historical losses and your revised forecast of projected losses, please recognize a valuation allowance
on your deferred tax asset or tell us further how and why you have determined that a valuation allowance is not appropriate.

Response: In response to the Staff’s
comment, we have provided an accounting analysis below for not recognizing a valuation allowance on the deferred tax asset as of
December 31, 2018:

The Company’s assessment of deferred
tax assets before filing date of Form 20-F

Prior to the filing of
the Form 20-F on April 30, 2019, the Company considered both negative and positive evidences and prepared a forecast of net operating
losses for the years ended December 31 (which we have provided in our previous response to the Staff’s comments), 2019 through
2023, and reached a conclusion that it is not necessary to provide a valuation allowance on the deferred tax asset as of December
31, 2018.

Negative evidence

In assessing the need for
a valuation allowance for deferred tax assets arising from net operating losses, the Company identified as the negative evidence
the continuous net losses of $3.5 million and $1.0 million, and continuous net operating losses of $2.2 million and $1.2 million,
for the years ended December 31, 2018 and 2017.

However, ASC 740 does not
specifically define “cumulative losses in recent years.” In discussing cumulative losses, the FASB did note in Statement
109.100 (non-authoritative) that they considered losses in the context of a three-year period.

In addition, the Company
has provided our unaudited interim financial statements for the three months ended March 31, 2019 to our auditors before our Form
20-F filing for the year ended on December 31, 2018, which presented a net income of $0.5 million. As a result, the Company expects
the projected net income for the year ended December 31, 2019 would be no less than $0.61 million, which is the net income in our
forecast on which the Company assessed the realizability of deferred tax assets and the need for a valuation allowance as of December
31, 2018.

Positive evidence

In addition to the net
income of $0.5 million for the three months ended March 31, 2019, the Company witnessed an increase in the number of borrowers,
who contribute both management fees and transaction fees to the Company. The Company regarded both indicators as positive evidences
that the Company would generate sufficient revenues and net profits in the carryforward periods.

Based on the negative evidence
and positive evidence, the Company prepared a forecast for the Company’s net operating income, which is $0.61 million, $0.97
million, $1.16 million, $1.51 million and $2.07 million for the years ended December 31, 2019, 2020, 2021, 2022 and 2023, respectively.
The Company thus concluded that it is more likely than not that the deferred tax asset will be realized and no need to provide
valuation allowance for deferred tax assets.

Increasing negative evidence after filing
of Form 20-F

In May 2019, the financial
regulatory authority of Shanghai issued the list of online lending companies that should exit the P2P lending industry after full
payment of outstanding balance of loans. Furthermore in May 2019, the financial regulatory authority of Shanghai required the Company
to gradually scale down the outstanding balance of loans it facilitated, to reduce the number of lenders and borrowers. As a result
of these regulatory requirements, the Company’s operation performance was far below expectation. The Company expected these
unfavorable regulatory changes have affected and could continue to affect our business negatively.

Based on our evaluation
of regulatory and business environment of the P2P lending industry, the Company provided a new forecast in response to the Staff’s
comments dated July 12, 2019. The forecast estimated net losses of $1.2 million, $0.6 million, $0.5 million, $0.4 million and $0.3
million for the years ended December 31, 2019, 2020, 2021, 2022 and 2023, respectively, leading to a full valuation allowance on
the deferred tax assets.

Though the full valuation
allowance of deferred tax assets was estimated as a result of increasing negative evidence after the filing of Form 20-F on April
30, 2019, the Company believes it is a result of regulatory requirements which did not exist on December 31, 2018 (for the three
months ended December 31, 2018 and March 31, 2019, the Company witnessed an increase in the number of borrowers and revenues. The
Company even made net income for the quarter ended March 31, 2019). According to the definition of subsequent events in ASC 855-10-20,
the Company categorized the change as a non recognized subsequent event, and referring to ASC 855-10-25-3, the Company did not
recognize such a subsequent event in the financial statements.

Pursuant to ASC250-10-45-17,
“… A change in accounting estimate shall not be accounted for by restating or retrospectively adjusting amounts reported
in financial statements of prior periods or by reporting pro forma amounts for prior periods.”, as the change in estimates
of deferred tax assets was a result of non recognized subsequent event, the Company believes it is not necessary to restate the
Form 20-F by recognition of a full valuation allowance on deferred tax assets. Instead, the Company would present the valuation
allowance in our future filings.

We appreciate the assistance
the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Joan Wu, Esq.,
of Hunter Taubman Fischer & Li LLC, at (212) 530-2208.

Very truly yours,

    /s/ Erxin Zeng

    Name: Erxin Zeng

    Title: Chief Executive Officer and Chairman of the Board of Directors

CC: Joan Wu, Esq., Hunter Taubman Fischer & Li LLC

September 25, 2019
Erxin Zeng
Chief Executive Officer
Golden Bull Ltd
707 Zhang Yang Road
Sino Life Tower, F35
Pudong, Shanghai, China 200120
Re:Golden Bull Ltd
Form 20-F for Fiscal Year Ended December 31, 2018
Response dated August 30, 2019
File No. 001-38421
Dear Mr. Zeng:
            We have reviewed your August 30, 2019 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in
our August 30, 2019 letter.
Form 20-F for Fiscal Year Ended December 31, 2018
Note 7 - Taxes, page F-19
1.We note your response and corresponding Exhibits provided in response to comment 2.
As noted in your revised forecast in Exhibit C, due to the increasingly stricter regulations
of the P2P industry by the Chinese government you now forecast losses in all future
periods.  Based on your historical losses and your revised forecast of projected losses,
please recognize a valuation allowance on your deferred tax asset or tell us further how
and why you have determined that a valuation allowance is not appropriate.

 FirstName LastNameErxin  Zeng
 Comapany NameGolden Bull Ltd
 September 25, 2019 Page 2
 FirstName LastName
Erxin  Zeng
Golden Bull Ltd
September 25, 2019
Page 2
            You may contact John Spitz, Staff Accountant, at (202) 551-3484 or Michael Volley,
Staff Accountant, at (202) 551-3437 with any questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services
cc:       Jing Leng

CORRESP
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Golden Bull Limited

707 Zhang Yang Road, Sino Life Tower,
F35

Pudong, Shanghai, China 200120

August 30, 2019

Via Edgar

Mr. John Spitz

Division of Corporation Finance

Office of Financial Services

U.S. Securities and Exchange Commission

    Re:
    Golden Bull Limited

    Form 20-F for Fiscal Year Ended December 31, 2018

    Filed on April 30, 2019

    File No. 001-38421

Dear Mr. Spitz:

This letter is in response
to the letter dated July 17, 2019, from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) addressed to Golden Bull Limited (the “Company”, “we”, and “our”)
regarding the Annual Report on Form 20-F (“Form 20-F”) previously filed on April 30, 2019. For ease of reference,
we have recited the Commission’s comments in this response and numbered them accordingly.

Item 15. Controls and Procedures, page
105

1. We note your proposed revised disclosure
in response to comment 4. Please ensure that your revised disclosure clearly identifies which of the listed items represented a
material weakness that resulted in your determination that you did not maintain effective internal control over financial reporting
as of December 31, 2018. Refer to Item 15(b)(3) of Form 20-F. Please also ensure the disclosure in your next Form 20-F clearly
describes the changes in internal control over financial reporting that occurred during the year as part of your remediation activities
and to clearly describe any remaining actions planned to remediate the identified material weaknesses.

Response: In response to the Staff’s
comment, we have revised our disclosures accordingly below and will also do so in our future filings:

 Item 15 (b) Management’s Report on Internal Control Over Financial Reporting

Our management is responsible
for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule
13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with international financial
reporting standards (“IFRSs”). Because of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions or because the degree of compliance with policies or procedures
may deteriorate. Under the supervision and with the participation of our management, including our chief executive officer and
chief financial officer, we conducted an assessment of the effectiveness of our internal control over financial reporting as of
December 31, 2018. The assessment was based on criteria established in the framework Internal Control—Integrated Framework
(2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management determined
that, as of December 31, 2018, we did not maintain effective internal control over financial reporting due to the existence of
the following material weaknesses:

 o Lack of sufficient full-time personnel with appropriate levels of accounting knowledge and experience
to monitor the daily recording of transactions, address complex U.S. GAAP accounting issues, and prepare and review financial statements
and related disclosures under U.S. GAAP, and as a result, the Company may not be able to identify and monitor significant accounting
issues appropriately on a timely basis;

 o Lack of a functional internal audit department or personnel that monitors the consistencies of
the preventive internal control procedures, and as a result, the Company may not be able to discover the existence of problems
and prevent the problematic behavior in internal control;

 o Lack of adequate policies and procedures in internal audit function to ensure that the Company’s
policies and procedures have been carried out as planned; and

 o Lack of well-structured IT general control policies and procedures for documentation of program
changes, periodic transaction log reviews, control quality evaluations, backup restoration tests and centralized anti-virus detections,
which may result in failure to accurately collect operational data to prepare the financial statements.

 o Lack of proper segregation of duties within accounting functions.

 o Significant deficiencies were also detected at Dianniu, one of our VIEs, which in the aggregate,
constitute a material weakness and create a reasonable likelihood that a material misstatement of our annual and interim financial
statements will not be prevented or detected on a timely basis. Such deficiencies include: (i) lack of reviewed documentation for
management’s approval on aging analysis and as a result, the Company may not be able to accrue provision for bad debt appropriately
on a timely basis; and (ii) lack of sufficient monitoring of the employee resignation procedure, which may result in an inaccurate
number of employees in the annual report.

As a company with limited
resources, the Company does not have the resources to fund sufficient staff to ensure a complete segregation of responsibilities
within the accounting function. However, management has carried out and is planning to undertake the following actions to remediate
the material weakness described above:

 (1) Recruiting qualified consultants with appropriate levels of knowledge and experience in U.S. GAAP
reporting to assist in resolving accounting issues in non-routine or complex transactions;

 (2) Setting up an Internal Audit Department and establishing formal internal control policies and procedures,
implementing an ongoing initiative and training to relevant personnel,

 (3) Providing continuous U.S. GAAP trainings to relevant employees;

 (4) Making quarterly aging analyses, which will be reviewed and confirmed by the CFO;

 (5) Further standardizing the employees’ resignation process; the resignation report of employees
above the manager level (including managers) shall be approved by the CEO with approval records and signature;

 (6) Setting up IT strategic plans, annual plans and budgeting for it to be consistent with business
development, maintaining IT meeting minutes and communicating through emails with relevant departments, setting up IT Best Practice
Standards and evaluating the IT department performance annually, maintaining records for IT change authorizations, terminating
user access rights the same day for any employees that leave the Company, standardizing and managing the anti-virus software with
specific designated personnel, periodically reviewing the logs to identify any unusual transactions, performing restoration tests
for backups regularly, evaluating third-party services annually, and terminating the ones with bad performance;

    2

Note 7 - Taxes, page F-19

2. We note your response to comment
6. Please address the following:

 ●  References to “taxable income”
in your response appear to represent “Total operating revenues, net” as presented in your statement of operations on
page F-4. Please revise your analysis to instead provide us historical and forecasted PRC taxable operating income/(loss) with
appropriate detail of the significant revenue and expense line items. Please provide us your historical results by quarter if available.

 ●  Please provide us your historical and
forecasted US GAAP operating income/(loss) before taxes or taxable operating income/(loss) by country (i.e. PRC, Cayman Islands,
etc.) and explain how historical income was generated for each country and ensure any differences in forecasted income/(loss) between
countries is explained.

 ●  In your accounting analysis you have
forecasted revenue (21%) and expense (13%) growth based only on increases experienced from fiscal 2017 to fiscal 2018. Please tell
us how you considered in your analysis the potential for ongoing PRC regulatory reform and planned changes to your business model
(i.e. entrance into car leasing business, production and sales for Internet of Things technology and technical consulting) in support
of these revenue and expense growth rates.

 ●  You have also forecasted in your accounting
analysis business consulting expenses and professional fees to decrease by 50% when compared to fiscal 2018 since you considered
these expenses were mainly in relation to one-time IPO listing expenses. However, we note disclosure on pages 73-74 that business
consulting expenses were due to the engagement of professional teams to monitor and provide business advice on your business in
the area of human resource strategic management and business strategic management. Please update your analysis, based upon your
changing business model, to explain in further detail how you have determined these significant expenses will reduce by 50% in
future periods.

Response: In response to the Staff’s
comment, we have revised our analysis accordingly as below:

 ●  Please refer to “Taxable Income
and Reconciling Items” attached hereto as Exhibit A which provides our historical and forecasted PRC taxable operating
income/(loss) with appropriate details regarding significant revenue and expense line items.

 ●  Please refer to “Operating and Forecasted
Income by Country” attached hereto as Exhibit B which provides our historical and forecasted US GAAP operating income/(loss)
before taxes or taxable operating income/(loss) by country.

 ●  In our forecast, we used the growth rate
of 21% in revenue because the Company’s revenue level has been gradually increasing since the fourth quarter of 2018. In
the first quarter of 2019, the operating result was made available at the end of April 2019, right before the 2018 20-F was filed,
and the Company’s revenue increased 101% over the fourth quarter of 2018. Therefore, the Company used the growth rate of 21% in
revenue based on the fluctuation of loan volumes processed from fiscal year 2017 to fiscal year 2018, which appears to be achievable
and conservative for the Company according to the positive performance in the first quarter of 2019.

 ●  We have forecasted business consulting
expenses and professional fees to decrease by 50% when compared to fiscal 2018, because these expenses were mainly attributable
to consulting services in the area of human resource strategic management and business strategic management related to IPO. The
original projection and accounting analysis we provided was largely based on the March 31, 2019 quarterly performance which was
made available at the end of April 2019 right before the 2018 20-F was filed. However, the overall performance of the P2P industry
has declined in the second quarter of 2019 due to the increasingly stricter regulations of the P2P industry by the Chinese government.
As a P2P operator, we have also been affected, resulting in a sharp decline in the Company’s operations in the second quarter
of 2019. Please refer to “New Forecast” attached hereto as Exhibit C which provides our revised forecast and
accounting analysis.

    3

3. For each reconciling item in your
effective tax rate reconciliation for 2017 and 2018 on page F-19, please clearly tell us and revise your future filings, to the
extent material, to explain:

 ●  the nature of the reconciling item,
and

 ●  if the item represents income or expense
and how the item is treated differently for taxes.

Also, clearly explain to
us why Cayman non-deductible expenses decrease your effective tax rate.

Response: In response to the Staff’s
comment, please refer to our explanation in Exhibit A attached hereto and we will also revise our future filings accordingly

4. We note that 47% of your losses before
taxes in 2018 is presented as foreign (i.e. non-PRC) on page F-19. Please tell us and revise future filings to clearly describe
how income is generated in each geographic market as required by Item 4 and Item 5 of Form 20-F.

Response: In response to the Staff’s
comment, we have revised our disclosures accordingly below and will also do so in our future filings:

 ●  All of our income from inception to 2018
is generated in China. We facilitate loans by connecting borrowers and lenders, preparing all necessary paperwork related to borrowers’
applications and assisting with securing collateral. Our primary sources of revenue consist of fees received for transactions through
our platform and include transaction and management fees, which are described in further detail below:

 o Transaction Fees: Transaction fees are paid by borrowers to the Company for the work the Company
performs through its platform. These fees are recognized as a component of operating revenue at the time of loan issuance. The
amount of these fees is based upon the loan amount and other terms of the loan, including credit grade, maturity and other factors.
These fees are non-refundable upon the issuance of loan.

 o Management Fees: Loan borrowers pay a management fee on each loan payment to compensate us for
services provided in connection with facilitation of the loan transactions, including review of a borrower’s application
with required supporting documentation, evaluation of such borrower’s credit, assessing and verification of collaterals as
well as the maintenance of profiles in our system. The Company records management fees as a component of operating revenue at the
time of loan issuance. The amount of these fees is based upon the loan amount and other terms of the loan, including credit grade,
maturity and other factors. These fees are non-refundable upon the issuance of loan.

We appreciate the assistance
the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Joan Wu, Esq.,
of Hunter Taubman Fischer & Li LLC, at (212) 530-2208.

Very truly yours,

    /s/ Erxin Zeng

    Name:
    Erxin Zeng

    Title:
    Chief Executive Officer and Chairman of the Board of
Directors

CC: Joan Wu, Esq. Hunter Taubman Fischer & Li LLC

Eddie Wong, Friedman LLP

    4

Exhibit A

    For the years ended Dec 31,

    2018-

dianniu per book
    2017-

dianniu per book
    2016-

dianniu per book

    Note

    OPERATING REVENUES

    Transaction Fees
    $ 3,994,195
    $ 3,307,984
    $ 1,561,172

    Management Fees
      4,399,578
      4,037,700
      2,264,241

    Sales taxes
      (504,572 )
      (391,927 )
      (119,643 )

    Total operating revenues, net
      7,889,201
      6,953,757
      3,705,770

    OPERATING EXPENSES

    Selling
      (4,940,784 )
      (3,910,646 )
      (1,434,662 )

    General and administrative
      (4,850,104 )
      (3,647,862 )
      (1,623,837 )

    Research and development
      (447,884 )
      (485,852 )
      (417,901 )

    Total operating expenses
      (10,238,772 )
      (8,044,360 )
      (3,476,400 )

    LOSS FROM OPERATIONS
      (2,349,571 )
      (1,090,603 )
      229,370

    Adjustment item from Loss from operations to Taxable income/loss:

    Non-deductable expense
      183,215

    Note 1

    Non-taxbale income
      (49,699 )

    Note 2

    Temporary difference
      33,764
      (37,729 )
      (9,620 )

    Note 3

    Taxable income/loss
      (2,182,292 )
      (1,128,332 )
      219,750

 Note  There is no corporate income tax in Cayman and expenses
occurred in Cayman are non-deductible in China. As a result, expenses occurred in Cayman are permanent tax differences and is
not included in this sheet.

There is no revenue but only expenses
occurred in another three subsidiares in China,Baoxun,Youwang and Fuyu. As a result, the Company forcast there won’t be profit
in the future in these three subsidiares,so expenses occurred in  these three subsidiares is not included in this sheet.

 Note 1 Business entertainment that exceed 5‰ of annua

July 17, 2019
Erxin Zeng
Chief Executive Officer
Golden Bull Ltd
707 Zhang Yang Road
Sino Life Tower, F35
Pudong, Shanghai, China 200120
Re:Golden Bull Ltd
Form 20-F for Fiscal Year Ended December 31, 2018
Response dated July 12, 2019
File No. 001-38421
Dear Mr. Zeng:
            We have reviewed your July 12, 2019 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
June 17, 2019 letter.
Form 20-F for Fiscal Year Ended December 31, 2018
Item 15. Controls and Procedures, page 105
1.We note your proposed revised disclosure in response to comment 4.  Please ensure that
your revised disclosure clearly identifies which of the listed items represented a material
weakness that resulted in your determination that you did not maintain effective internal
control over financial reporting as of December 31, 2018.  Refer to Item 15(b)(3) of Form
20-F.  Please also ensure the disclosure in your next Form 20-F clearly describes the
changes in internal control over financial reporting that occurred during the year as part of
your remediation activities and to clearly describe any remaining actions planned to
remediate the identified material weaknesses.

 FirstName LastNameErxin  Zeng
 Comapany NameGolden Bull Ltd
 July 17, 2019 Page 2
 FirstName LastNameErxin  Zeng
Golden Bull Ltd
July 17, 2019
Page 2
Note 7 - Taxes, page F-19
2.We note your response to comment 6.  Please address the following:

•References to “taxable income” in your response appear to represent “Total operating
revenues, net” as presented in your statement of operations on page F-4.  Please revise
your analysis to instead provide us historical and forecasted PRC taxable operating
income/(loss) with appropriate detail of the significant revenue and expense line items.
Please provide us your historical results by quarter if available.
•Please provide us your historical and forecasted US GAAP operating income/(loss)
before taxes or taxable operating income/(loss) by country (i.e. PRC, Cayman Islands,
etc.) and explain how historical income was generated for each country and ensure any
differences in forecasted income/(loss) between countries is explained.
•In your accounting analysis you have forecasted revenue (21%) and expense (13%)
growth based  only on increases experienced from fiscal 2017 to fiscal 2018. Please tell
us how you considered in your analysis the potential for ongoing PRC regulatory
reform and planned changes to your business model (i.e. entrance into car leasing
business, production and sales for Internet of Things technology and technical
consulting) in support of these revenue and expense growth rates.
•You have also forecasted in your accounting analysis business consulting expenses
and professional fees to decrease by 50% when compared to fiscal 2018 since you
considered these expenses were mainly in relation to one-time IPO listing expenses.
However, we note disclosure on pages 73-74 that business consulting expenses were
due to the engagement of professional teams to monitor and provide business advice
on your business in the area of human resource strategic management and business
strategic management.  Please update your analysis, based upon your changing
business model, to explain in further detail how you have determined these significant
expenses will reduce by 50% in future periods.

3.For each reconciling item in your effective tax rate reconciliation for 2017 and 2018 on
page F-19, please clearly tell us and revise your future filings, to the extent material, to
explain:

•the nature of the reconciling item, and
•if the item represents income or expense and how the item is treated differently for
taxes.

Also, clearly explain to us why Cayman non-deductible expenses decrease your effective
tax rate.

 FirstName LastNameErxin  Zeng
 Comapany NameGolden Bull Ltd
 July 17, 2019 Page 3
 FirstName LastName
Erxin  Zeng
Golden Bull Ltd
July 17, 2019
Page 3
4.We note that 47% of your losses before taxes in 2018 is presented as foreign (i.e. non-
PRC) on page F-19.  Please tell us and revise future filings to clearly describe how income
is generated in each geographic market as required by Item 4 and Item 5 of Form 20-F.
            You may contact John Spitz, Staff Accountant, at (202) 551-3484 or Michael Volley,
Staff Accountant, at (202) 551-3437 with any questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services
cc:       Jing Leng

CORRESP
1
filename1.htm

Golden Bull Limited

707 Zhang Yang Road, Sino Life Tower,
F35

Pudong, Shanghai, China 200120

July 12, 2019

Via Edgar

Mr. John Spitz

Division of Corporation Finance

Office of Financial Services

U.S. Securities and Exchange Commission

    Re:
    Golden Bull Limited

    Form 20-F for Fiscal Year Ended December 31, 2018

    Filed on April 30, 2019

    File No. 001-38421

Dear Mr. Spitz:

This letter is in response
to the letter dated June 17, 2019, from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) addressed to Golden Bull Limited (the “Company”, “we”, and “our”)
regarding the Annual Report on Form 20-F (“Form 20-F”) previously filed on April 30, 2019. For ease of reference,
we have recited the Commission’s comments in this response and numbered them accordingly. An amended Annual Report on Form
20-F (“Form 20-F/A”) is being submitted to accompany this letter.

Form 20-F for Fiscal Year Ended December
31, 2018

Item 5. Operating and Financial Review
and Prospects, page 65

1. Please revise your future filings
to provide a discussion of your financial condition and changes in financial condition as required by Item 303(a) of Regulation
S-K and Item 5 of Form 20-F.

In response to the Staff’s comment,
we will revise our future filings to provide such discussion.

Key Operating Metrics, page 69

2. We note your disclosure of the reinvestment
rate of existing lenders and re-borrowing rate for existing borrowers that you have identified as Key Operating Metrics. Please
provide us with the calculations for the disclosed measures and explain why you believe your calculation is appropriate to explain
the reinvestment rate of lenders and the re-borrowing rate. Please also revise your future filings to clearly disclose how these
measures are calculated.

In response to the Staff’s comment,
we will file an amendment on Form 20-F/A to include below disclosure as well as to include below disclosure in future filings to
clarify how these measures are calculated:

Reinvestment rate: Reinvestment rate is
equal to the lenders who have invested twice or more during the quarter, divided by total lenders during the quarter.

Re-borrowing rate: Re-borrowing rate is
equal to the borrowers who have borrowed twice or more during the quarter, divided by total borrowers during the quarter.

Based on the foregoing, we believe that
our calculation appropriately explains the reinvestment rate of lenders and the re-borrowing rate.

Item 6. Directors, Senior Management
and Employees, page 85

3. We note disclosure on page 86 that
Ms. Jing Leng has been serving as your Chief Financial Officer since June 25, 2018. Additionally, we also note that Ms. Leng also
serves as the financial manager of China Rapid Finance Limited (China Rapid). Please tell us and revise your future filings to
address the following:

 ● Disclose the amount of time Ms. Leng devotes to Golden Bull Limited and any associated risks
related to her employment with China Rapid;

 ● Disclose the extent to which you deem China Rapid to be a competitor; and

 ● Disclose any potential conflicts of interest and how you manage them.

In response to the Staff’s comment,
we will revise the future filings to include the following risk factors related to Ms. Leng’s prior employment with China
Rapid:

Ms. Jing Leng’s prior employment
with our indirect competitor may expose the Company to potential legal disputes or conflicts of interest.

M. Jing Leng served as Financial Manager
of China Rapid Finance Limited (“China Rapid”) from January 3, 2017 to June 22, 2018. China Rapid predominantly
offers consumer loans for the credit needs of what they refer to as Emerging Middle-class, Mobile Active consumers (“EMMAs”).
Consumer loans typically have loan terms lasting from between two weeks and three months, and have loan principal amounts between
RMB 500 (approximately US $77) to RMB 6,000 (approximately US $922). On the other hand, we focus on a different market segment
and facilitate loans exclusively to borrowers that provide automobiles as a form of security to lenders. In many instances, third-party
institutions also provide a guarantee to lenders as an additional layer of security. The automobiles that are secured must be owned
by the borrower and may not be encumbered by existing loans. We require that the size of each loan be no more than 70% of the value
of the collateral of such loan. The loan term we provide for our borrowers ranges between 30 days to 540 days, and have principal
amounts generally between RMB 20,000 (approximately US $2,899) to RMB 400,000 (approximately US $57,935).

While both the Company and China Rapid
are in the same P2P industry, we and China Rapid focus on different market segments and are thus indirect competitors. We focus
on bigger loans using automobiles as collateral while China Rapid focuses on smaller loans. There is little direct competition
between the Company and China Rapid.

Nevertheless, since Ms. Jing Leng had previously
entered into an employment agreement with non-disclosure provision with China Rapid during her employment there, in the event China
Rapid claims that Ms. Jing Leng breached her confidentiality obligations pursuant to the terms of that employment agreement, China
Rapid may have a cause of action against Ms. Jing Leng for a breach of contract and against the Company for unfair competition,
which may have negative impact on our reputation and cause distraction to management

Item 15. Controls and Procedures, page
105

4. Please tell us and revise future
filings to clearly identify each material weakness and to provide additional detail regarding how the deficiency in internal control
in each material weakness impacted financial reporting.

In response to the Staff’s comment,
we will include below revised disclosure in Item15 of future filings to identify each material weakness and to provide additional
detail regarding how the deficiency in internal control in each material weakness impacted financial reporting:

Based on this assessment,
management determined that, as of December 31, 2018, we did not maintain effective internal control over financial reporting due
to the existence of the following significant deficiencies and material weaknesses:

    ●
    Lack of sufficient full-time personnel with appropriate levels of accounting knowledge and experience to monitor the daily recording of transactions, address complex U.S. GAAP accounting issues, and prepare and review financial statements and related disclosures under U.S. GAAP, and as a result, the Company may not be able to identify and monitor significant accounting issues appropriately on a timely basis;

    2

    ●
    Lack of a functional internal audit department or personnel that monitors the consistencies of the preventive internal control procedures, and as a result, the Company may not be able to discover the existence of problems and prevent the problematic behavior in internal control;

    ●
    Lack of adequate policies and procedures in internal audit function to ensure that the Company’s policies and procedures have been carried out as planned;

    ●
    Lack of reviewed documentation for management’s approval on aging analysis and as a result, the Company may not be able to accrue provision for bad debt appropriately on a timely basis;

    ●
    Lack of sufficient monitoring of the employee resignation procedure, which may result in an inaccurate number of employees in the annual report;

    ●
    Lack of well-structured IT general control policies and procedures for documentation of program changes, periodic transaction log reviews, control quality evaluations, backup restoration tests and centralized anti-virus detections, which may result in failure to accurately collect operational data to prepare the financial statements.

5. Please tell us how you concluded
that your disclosure controls and procedures were effective as of December 31, 2018, considering that your internal control over
financial reporting was not effective as of this date due to the significant deficiencies and material weaknesses identified. Your
explanation should be comprehensive and address all of the components of the definition of disclosure controls and procedures.
Please refer to Sections II.D and E of SEC Release 33-8238. If appropriate, please amend your Form 20-F to revise your conclusion
regarding your disclosure controls and procedures.

Management believes our disclosure controls
and procedures were not effective as of December 31, 2018 since our internal control over financial reporting was not effective
as of that date. We will file an amendment to the Form 20-F to indicate such conclusion.

Note 7 - Taxes, page F-19

6. We note that you have recognized
a $810,863 deferred tax asset at December 31, 2018 related to net operating losses which can be carried forward for five years.
We also note cumulative losses since your inception in 2015 and disclosure that you believe that a valuation allowance is not necessary
because there will be sufficient operating income generated in future years. In determining the need for a deferred tax asset valuation
allowance and considering the guidance in paragraphs 21 – 23 of ASC 740-10-30, forming a conclusion that a valuation allowance
is not needed is difficult when there is negative evidence such as cumulative losses in recent years, which is considered a significant
piece of negative evidence that is difficult to overcome. The weight given to the potential effect of negative and positive evidence
should be commensurate with the extent to which it can be objectively verified. Please provide us an accounting analysis that details
the specific positive and negative evidence you considered in determining that your deferred tax assets will more likely than not
be realized at December 31, 2018. Your analysis should include but not be limited to:

 ● An analysis of your historical taxable or US GAAP income, projected future tax or US GAAP income
by year and a schedule detailing the amounts and years you expect to realize the benefits from your deferred tax assets.

 ● For your projections of future tax or US GAAP income, please:

 ● identify the most significant inputs and assumptions,

 ● provide a qualitative and quantitative discussion of the inputs and assumptions to allow us
to fully understand your projections,

 ● provide specific evidence which supports the inputs and assumptions, and

 ● provide a sensitivity analysis using reasonably likely alternatives for key assumptions.

 ● An analysis comparing actual versus forecasted taxable income or US GAAP income for the interim
period to date explaining the reasons for any significant differences.

    3

In response to the Staff’s comment,
we have provided an accounting analysis below:

Our taxable income was $3.7 million, $7.0
million and $7.9 million for the years ended December 31, 2016, 2017 and 2018, respectively. The estimated taxable income is $9.59
million, $11.56 million, $13.95 million, $16.82 million and $20.29 million for 2019, 2020, 2021, 2022 and 2023, respectively. Estimated
net profit is $0.61 million, $0.97 million, $1.16 million, $1.51 million and $2.07 million for 2019, 2020, 2021, 2022 and 2023,
respectively.

The most significant assumption in our
projection is the growth rate of loan volume. Since the Company only started its business operations from fiscal year 2015, the
loan volumes processed increased significantly in the first 3 years from fiscal year 2015 to fiscal year 2017, we believed that
it was not reasonable to use the growth rate calculated based on the fluctuations of these years. The growth rate from fiscal year
2017 to fiscal year 2018 provided a better indicator as the business operations of the Company stabilized. The Company used the
growth rate of approximately 21% based on the fluctuation of loan volumes processed from fiscal year 2017 to fiscal year 2018 for
the revenue projections. Sales tax and expenses are expected to increase with the increase in revenue; 21% was therefore used for
the projection of these items as well. The Company estimates that rental expenses, salary expenses, and research & development
expenses would increase at a rate of approximately 13% based on the average increase of these expenses from fiscal year 2017 to
fiscal year 2018. Since the business consulting expenses and profession fees incurred in the fiscal year 2018 were mainly in relation
of one-time IPO listing expenses, the Company expected that the amount in fiscal year 2019 would only be 50% of the amount recorded
in fiscal year 2018 and have an average growth rate of 13% for the years to follow, similar to other general and administrative
expenses.

We have provided our unaudited interim
financial statements for the first quarter of 2019 to our auditors before our 2018 Form 20-F filing. The actual revenue for the
first quarter of 2019 was $4.06 million, compared with $9.59 million for the full year of 2019 in the projection. The actual net
profit for the first quarter of 2019 was $0.50 million, compared with $0.61 million for the full year of 2019 in the projection.
There is no significant difference between actual income and forecasted income. As a result, we determined that our deferred tax
asset at December 31, 2018 should be realizable in the next 5 years before expiration.

We appreciate the assistance
the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Joan Wu, Esq.,
of Hunter Taubman Fischer & Li LLC, at (212) 530-2208.

Very truly yours,

    /s/ Erxin Zeng

    Name: Erxin Zeng

    Title: Chief Executive Officer and

Chairman of the Board of Directors

CC: Joan Wu, Esq. Hunter Taubman Fischer & Li LLC

4

June 17, 2019
Erxin Zeng
Chief Executive Officer
Golden Bull Ltd
707 Zhang Yang Road
Sino Life Tower, F35
Pudong, Shanghai, China 200120
Re:Golden Bull Ltd
Form 20-F for Fiscal Year Ended December 31, 2018
Filed April 30, 2019
File No. 001-38421
Dear Mr. Zeng:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for Fiscal Year Ended December 31, 2018
Item 5. Operating and Financial Review and Prospects, page 65
1.Please revise your future filings to provide a discussion of your financial condition and
changes in financial condition as required by Item 303(a) of Regulation S-K and Item 5 of
Form 20-F.
Key Operating Metrics, page 69
2.We note your disclosure of the reinvestment rate of existing lenders and re-borrowing rate
for existing borrowers that you have identified as Key Operating Metrics.  Please provide
us with the calculations for the disclosed measures and explain why you believe your
calculation is appropriate to explain the reinvestment rate of lenders and the re-borrowing
rate.  Please also revise your future filings to clearly disclose how these measures are
calculated.

 FirstName LastNameErxin  Zeng
 Comapany NameGolden Bull Ltd
 June 17, 2019 Page 2
 FirstName LastNameErxin  Zeng
Golden Bull Ltd
June 17, 2019
Page 2
Item 6. Directors, Senior Management and Employees, page 85
3.We note disclosure on page 86 that Ms. Jing Leng has been serving as your Chief
Financial Officer since June 25, 2018. Additionally, we also note that Ms. Leng also
serves as the financial manager of China Rapid Finance Limited (China Rapid).  Please
tell us and revise your future filings to address the following:

•Disclose the amount of time Ms. Leng devotes to Golden Bull Limited and any
associated risks related to her employment with China Rapid;
•Disclose the extent to which you deem China Rapid to be a competitor; and
•Disclose any potential conflicts of interest and how you manage them.
Item 15. Controls and Procedures, page 105
4.Please tell us and revise future filings to clearly identify each material weakness and to
provide additional detail regarding how the deficiency in internal control in each material
weakness impacted financial reporting.
5.Please tell us how you concluded that your disclosure controls and procedures were
effective as of December 31, 2018, considering that your internal control over financial
reporting was not effective as of this date due to the significant deficiencies and material
weaknesses identified.  Your explanation should be comprehensive and address all of the
components of the definition of disclosure controls and procedures.  Please refer to
Sections II.D and E of SEC Release 33-8238.  If appropriate, please amend your Form 20-
F to revise your conclusion regarding your disclosure controls and procedures.
Note 7 - Taxes, page F-19
6.We note that you have recognized a $810,863 deferred tax asset at December 31, 2018
related to net operating losses which can be carried forward for five years.  We also note
cumulative losses since your inception in 2015 and disclosure that you believe that a
valuation allowance is not necessary because there will be sufficient operating income
generated in future years.  In determining the need for a deferred tax asset valuation
allowance and considering the guidance in paragraphs 21 – 23 of ASC 740-10-30,
forming a conclusion that a valuation allowance is not needed is difficult when there is
negative evidence such as cumulative losses in recent years, which is considered a
significant piece of negative evidence that is difficult to overcome.  The weight given to
the potential effect of negative and positive evidence should be commensurate with the
extent to which it can be objectively verified.

Please provide us an accounting analysis that details the specific positive and negative
evidence you considered in determining that your deferred tax assets will more likely than
not be realized at December 31, 2018.  Your analysis should include but not be limited to:

 FirstName LastNameErxin  Zeng
 Comapany NameGolden Bull Ltd
 June 17, 2019 Page 3
 FirstName LastName
Erxin  Zeng
Golden Bull Ltd
June 17, 2019
Page 3
•An analysis of your historical taxable or US GAAP income, projected future tax or US
GAAP income by year and a schedule detailing the amounts and years you expect to
realize the benefits from your deferred tax assets.
•For your projections of future tax or US GAAP income, please:
oidentify the most significant inputs and assumptions,
oprovide a qualitative and quantitative discussion of the inputs and assumptions to
allow us to fully understand your projections,
oprovide specific evidence which supports the inputs and assumptions, and
oprovide a sensitivity analysis using reasonably likely alternatives for key
assumptions.
•An analysis comparing actual versus forecasted taxable income or US GAAP income
for the interim period to date explaining the reasons for any significant differences.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact John Spitz, Staff Accountant, at (202) 551-3484 or Michael Volley,
Staff Accountant, at (202) 551-3437 with any questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services
cc:       Jing Leng

CORRESP
1
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Converted by EDGARwiz

ViewTrade Securities, Inc.

7280 W. Palmetto Park Road, Suite 105

Boca Raton, Florida 33433

March 19, 2018

VIA EDGAR

United States Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Re:

 Golden Bull Limited

 Request for Acceleration of Registration Statement, as amended, on Form F-1

 File No. 333-222269

Ladies and Gentlemen:

In accordance with the above-referenced Registration Statement, and pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), we, the representative of the several underwriters (the “Representative”), hereby join in the request of Golden Bull Limited that the effective time of the above-referenced Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., Eastern time, on Wednesday, March 19, 2018, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act, please be advised that during the period from March 9, 2018 to the date of this letter, the preliminary prospectus, dated March 9, 2018, in connection with the Registration Statement was distributed approximately as follows:

Copies to underwriters:

 0

Copies to prospective dealers:

 5

Copies to prospective institutional investors:

 3

Copies to prospective retail investors and others:

 331

Total:

 339

The Representative confirms on behalf of itself and the several underwriters that they have complied and will continue to comply with the requirements of Rule 15c2-8 promulgated under of the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

Very truly yours,

VIEWTRADE SECURITIES, INC.,

As Representative of the several Underwriters

By:

 /s/ Douglas Aguililla

Name:

 Douglas Aguililla

Title:

 Director

CORRESP
1
filename1.htm

Acceleration Request (00573684-3).DOCX

Golden Bull Limited

707 Zhang Yang Road, Sino Life Tower, F35

Pudong, Shanghai, China 200120

VIA EDGAR

March 19, 2018

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3233

Washington, D.C. 20549

Attn: Dietrich A. King

Re: Golden Bull Limited

Registration Statement on Form F-1

Filed December 22, 2017

File No. 333-222269

Dear Mr. King:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Golden Bull Limited hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:00 p.m. Eastern Time on Monday, March 19, 2018, or as soon as thereafter practicable.

 Very truly yours,

 /s/Erxin Zeng

 Erxin Zeng

Chief Executive Officer

cc:

 Ellenoff Grossman & Schole LLP

Kaufman & Canoles, P.C.

CORRESP
1
filename1.htm

Acceleration Request Withdrawal (00577653).DOCX

Golden Bull Limited

707 Zhang Yang Road, Sino Life Tower, F35

Pudong, Shanghai, China 200120

VIA EDGAR

March 14, 2018

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3233

Washington, D.C. 20549

Attn: Dietrich A. King

Re: Golden Bull Limited

Registration Statement on Form F-1

Filed December 22, 2017

File No. 333-222269

Dear Mr. King:

On March 12, 2018, Golden Bull Limited requested acceleration of the effective date of the above-referenced Registration Statement so that it would become effective at 4:00 p.m. Eastern Time on Wednesday, March 14, 2018, or as soon thereafter as practicable. We hereby withdraw our request until further notice.

 Very truly yours,

 /s/Erxin Zeng

 Erxin Zeng

Chief Executive Officer

cc:

 Ellenoff Grossman & Schole LLP

Kaufman & Canoles, P.C.

CORRESP
1
filename1.htm

Converted by EDGARwiz

ViewTrade Securities, Inc.

7280 W. Palmetto Park Road, Suite 105

Boca Raton, Florida 33433

March 12, 2018

VIA EDGAR

United States Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Re:

 Golden Bull Limited

 Request for Acceleration of Registration Statement, as amended, on Form F-1

 File No. 333-222269

Ladies and Gentlemen:

In accordance with the above-referenced Registration Statement, and pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), we, the representative of the several underwriters (the “Representative”), hereby join in the request of Golden Bull Limited that the effective time of the above-referenced Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., Eastern time, on Wednesday, March 14, 2018, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act, please be advised that during the period from March 9, 2018 to the date of this letter, the preliminary prospectus, dated March 9, 2018, in connection with the Registration Statement was distributed approximately as follows:

Copies to underwriters:

 0

Copies to prospective dealers:

 5

Copies to prospective institutional investors:

 3

Copies to prospective retail investors and others:

 331

Total:

 339

The Representative confirms on behalf of itself and the several underwriters that they have complied and will continue to comply with the requirements of Rule 15c2-8 promulgated under of the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

Very truly yours,

VIEWTRADE SECURITIES, INC.,

As Representative of the several Underwriters

By:

 /s/ Douglas Aguililla

Name:

 Douglas Aguililla

Title:

 Director

CORRESP
1
filename1.htm

Acceleration Request (00573684-3).DOCX

Golden Bull Limited

707 Zhang Yang Road, Sino Life Tower, F35

Pudong, Shanghai, China 200120

VIA EDGAR

March 12, 2018

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3233

Washington, D.C. 20549

Attn: Dietrich A. King

Re: Golden Bull Limited

Registration Statement on Form F-1

Filed December 22, 2017

File No. 333-222269

Dear Mr. King:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Golden Bull Limited hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:00 p.m. Eastern Time on Wednesday, March 14, 2018, or as soon as thereafter practicable.

 Very truly yours,

 /s/Erxin Zeng

 Erxin Zeng

Chief Executive Officer

cc:

 Ellenoff Grossman & Schole LLP

Kaufman & Canoles, P.C.

CORRESP
1
filename1.htm

SEC Response Letter 1.29.18 (00567139).DOCX

Golden Bull Limited

707 Zhang Yang Road, Sino Life Tower, F35,

Pudong, Shanghai, China 200120

Tel: + (86) 021-61659027

January 29, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 4720

Washington, D.C. 20549

Attn: Erin E. Martin, Special Counsel

Re:

Golden Bull Limited

Amendment No. 1 to the Registration Statement on Form F-1

Filed January 12, 2018

File No. 333-222269

Dear Ms. Martin:

Golden Bull Limited, a Cayman Islands company (the “Company,” “we,” “us” or “our”), hereby transmits its responses to the oral comments received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on January 24, 2018, regarding Amendment No. 1 to the Registration Statement on Form F-1 filed with the Commission on January 12, 2018 (the “Registration Statement”).

As discussed with the Staff, we are submitting this letter with proposed changes to the Registration Statement reflecting our responses to the oral comments.  The proposed changes are underlined in the Registration Statement and attached hereto as Exhibit A.

We thank the Staff in advance for its consideration of the Registration Statement.  Should you have any questions regarding the foregoing, please contact David Selengut, Esq. or Ari Edelman of Ellenoff Grossman & Schole LLP at (212) 370-1300.

Sincerely,

/s/ Erxin Zeng

Erxin Zeng

cc:

Ellenoff Grossman & Schole LLP

Kaufman & Canoles, P.C.

Exhibit A

On page 4 of the Registration Statement

The China Banking Regulatory Commission, Ministry of Industry and Information Technology and the Ministry of Public Security published Provisional Measures for Administration of Business Activities of Internet Lending Information Intermediaries (the “P2P Measures”) on August 17, 2016. According to the P2P Measures, effective August 17, 2017, the maximum loan balance at any given time for an individual shall be not more than RMB 200,000, and for a business enterprise not more than RMB 1,000,000, borrowed from a single internet lending information intermediary platform and not more than RMB 1 million for an individual and RMB 5 million for a business enterprise, respectively, in total from all platforms. If we were found to be in violation of the P2P Measures, a penalty of up to RMB30,000 would be imposed for such violation. We would not be fined for each violation; however, if there were repetitive violations, more severe penalties may be imposed. However, it is unclear from the P2P Measures as to the magnitude of such penalties. As of December 31, 2016, 13, or 86.67%, of our borrowers held loans exceeding the limitations set forth in the P2P Measures. As of June 30, 2017, 51, or 18.68%, of our borrowers held loans exceeding the limitations set forth in the P2P Measures. These loans were facilitated prior to the effectiveness of the P2P Measures and substantially all of them were paid off as of the date of this prospectus. We believe that we are in full compliance with the P2P Measures and that our new loan structure should continue to be in compliance with the P2P Measures.

On May 27, 2017, China Banking Regulatory Commission (“CBRC”), Ministry of Education and Ministry of Human Resources and Social Security of the PRC jointly issued the Notice on Further Strengthening on Regulation and Administration of the “Campus Loan” Business (the “Letter No. 26”). Letter No.26 prohibits an internet lending information intermediary (the “P2P Company”) from providing online lending services to college students (the “Campus Loan Business”). On December 1, 2017, the Office of the Leading Group for the Special Rectification of Internet Financial Risks and the Office of the Leading Group for the Special Rectification of Peer-to-Peer Lending Risks (“P2P Special Rectification Office”) jointly issued the Notice on Regulation and Rectification of the “Cash Loan” Business, or the Letter No.141. Letter No.141 prohibits small loan companies from raising fund through P2P Companies. Letter No.141 further provides that a “P2P Company” shall not: (i) facilitate, directly or indirectly in any form, loan transactions applying interest rates that do not comply with relevant laws and provisions; (ii) deduct interest, transaction fees, management fees, deposits from loan principles or set a surcharge interest rate onto overdue payment, late payment fines or penalty interest; (iii) outsource core business including customers information collection, customers identifying and screening, credit assessing and opening accounts for customers etc.; (iv) facilitate banking financial institutions’ fund to be involved in online P2P lending business; and (v) provide facilitating services for online lending for (a) students or borrowers who are not capable of repaying their loans, (b)  real estate down payment loans or real estate purchase financing, and (c) borrowing without specified use. We believe that Letter No. 141 does not apply to our current or planned business operations. Letter No. 141 generally applies to businesses that directly lend money, whereas our business merely facilitates the matching lenders and borrowers.

1

On December 8, 2017, the P2P Special Rectification Office released the Notice on the Special Rectification Acceptance of the P2P Online Lending Risk (the “Letter No.57”). Letter No.57 requires local financial regulatory authorities, local counterparts of CBRC, local branches of the People's Bank of China, local public security bureaus, local communication administration agencies and local administration of industry and commerce (“AIC”) to jointly inspect and conduct acceptance for internet lending information intermediaries (the “P2P Company”) on the compliance of their business operations with the P2P Measures. A P2P Company can only be registered (“P2P Registration”) with local financial regulatory authority after receiving acceptance certificate or document issued jointly by local financial regulatory authority and local counterparts of CBRC. Letter No.57 further requires that the P2P Registration of major P2P Companies shall be completed before April 2018 or at least no later than the end of June 2018 in the event of very complicated circumstances, which means Shanghai Dianniu is required to obtain the acceptance certificate or document from local financial regulatory authority and local counterpart of CBRC by the end of June, 2018. Our current plan is to conduct the required inspections in the first quarter of 2018 and to obtain approval thereafter, prior to the June 2018 deadline. However, we may change our plan to coordinate with the effective time of the implementation rules of the P2P Measures in Shanghai and requirements from relevant authorities. In addition, Letter No.57 prohibits four types of credit assignment models, including: (i) providing asset securitization services or transferring creditor's rights in form of packaged assets, securitized assets, trust assets or fund shares; (ii) credit transferred to actual lender from related individual party of the P2P Company, who is authorized to initially enter into a loan agreements with the borrower and grant loan directly to the borrower and then facilitate the lending on the online platform of the P2P Company; (iii) connecting demand or term wealth management products with credit assignment targets; and (iv) providing loans by pledging the credit right owned by the lenders. We are not engaged in any of these prohibited credit assignment activities.

On page 17 of the Registration Statement

On December 8, 2017, the P2P Special Rectification Office released Letter No.57 which requires local financial regulatory authorities, local counterparts of CBRC, local branches of the People's Bank of China, local public security bureaus, local communication administration agencies and local AIC to jointly inspect and accept whether a P2P Company complies with the P2P Measures. A P2P Company can only be registered with the local financial regulatory authority after receiving acceptance certificate or document issued jointly by local financial regulatory authority and local counterpart of CBRC. Letter No.57 requires that the P2P Registration of major P2P Companies shall be completed before April 2018 or at least on later than the end of June 2018 in the event of very complicated circumstances, which means Shanghai Dianniu is required to obtain the acceptance certificate or document from local financial regulatory authority and local counterpart of CBRC by the end of June, 2018. Our current plan is to conduct the required inspections in the first quarter of 2018 and to obtain approval thereafter, prior to the June 2018 deadline. However, we may change our plan to coordinate with the effective time of the implementation rules of the P2P Measures in Shanghai and requirements from relevant authorities.

Letter No.57 prohibits four types of credit assignment models, including: (i) providing asset securitization services or transferring creditor's rights in form of packaged assets, securitized assets, trust assets or fund shares; (ii) credit transferred to the actual lender from related individual party of the P2P Company, who is authorized to initially enter into a loan agreement with the borrower and grant loan directly to the borrower and then facilitate the lending on the online platform of the P2P Companies; (iii) connecting demand or term wealth management products with credit assignment targets; and (iv) providing loans by pledging the credit right owned by the lenders. We are not engaged in any of these prohibited credit assignment activities.

Pursuant to Letter No.57, a P2P Company cannot be registered with the local financial regulatory authority if such P2P Company still conducts real estate down payment loans business, Campus Loan Business or Cash Loan Business after Letter No.26 and Letter No.141 are released. The local P2P Special Rectification Office shall publicize the information relating to the rectification and acceptance outcome of P2P Companies on the designated official website for at least two weeks, while P2P Companies are required to publicize those information on their official websites and applications at the same time.

2

Our P2P Registration may be delayed in the event that the relevant government authorities require rectification of our operations based on their inspection pursuant to Letter No. 57. If we fail to obtain the P2P Registration by the end of June, 2018, the related government authorities may take certain actions against us, including but not limited to, banning our website and prohibiting us from providing all kinds of financial services.

If our loan products do not achieve sufficient market acceptance, our financial results and competitive position will be harmed.

Our existing or new loan products and changes to our platform could fail to attain sufficient market acceptance for many reasons, including but not limited to:

·

our failure to predict market demand accurately and supply loan products that meet this demand in a timely fashion;

·

borrowers and lenders using our platform may not like, find useful or agree with any changes;

·

our failure to properly price new loan products;

·

a substantial number of loan defaults by borrowers through our platform;

·

defects, errors or failures on our platform;

·

negative publicity about our loan products or our platform’s performance or effectiveness;

·

views taken by regulatory authorities that the new products or platform changes do not comply with PRC laws, rules or regulations applicable to us; and

·

the introduction or anticipated introduction of competing products by our competitors.

If our new loan products do not achieve adequate acceptance in the market, our competitive position, results of operations and financial condition could be harmed.

On page 84 of the Registration Statement

On December 8, 2017, the P2P Special Rectification Office released Letter No.57 which requires local financial regulatory authorities, local counterparts of CBRC, local branches of the People's Bank of China, local public security bureaus, local communication administration agencies and local administration of industry and commerce (“AIC”) to jointly inspect and accept whether a P2P Company complies with the P2P Measures. A P2P Company can only be registered with the local financial regulatory authority after receiving acceptance certificate or document issued jointly by local financial regulatory authority and local counterparts of CBRC. Letter No.57 requires that the registration of major P2P Companies shall be completed before April 2018 or at least on later than end of June 2018 in the event of very complicated circumstances, which means Shanghai Dianniu is required to obtain the acceptance certificate or document from local financial regulatory authority and local counterpart of CBRC by the end of June, 2018. Our current plan is to conduct the required inspections in the first quarter of 2018 and to obtain approval thereafter, prior to the June 2018 deadline. However, we may change our plan to coordinate with the effective time of the implementation rules of the P2P Measures in Shanghai and requirements from relevant authorities. Letter No.57 prohibits four types of credit assignment models, including: (i) providing asset securitization services or transferring creditor's rights in form of packaged assets, securitized assets, trust assets or fund shares; (ii) credit transferred to the actual lender from related individual party of the P2P Company, who is authorized to initially enter into a loan agreement with the borrower and grant loan directly to the borrower and then facilitate the lending on the online platform of the P2P Companies; (iii) connecting demand or term wealth management products with credit assignment targets; and (iv) providing loans by pledging the credit right owned by the lenders. We are not engaged in any of these prohibited credit assignment activities.

3

Letter No.57 also prohibits P2P Registration to be made to a P2P Company in the event that it facilitates, directly indirectly in any form, a loan transaction that violates relevant laws or regulations on private loan interest rate. According to the “Provisions of the Supreme People’s Court on Application of Laws to the Hearing of Private Lending Cases” promulgated by the Supreme People’s Court of the PRC on August 6, 2015, the annual loan interest rate not exceeding 24% in a private loan should be supported by the people’s court in China. During the year ended December 31, 2016, the loan interests charged to our borrowers were from 12% to 18% while for the nine months period ended September 30, 2017, the interests were between 12% and 16%.

Our P2P Registration may be delayed in the event that the relevant government authorities require rectification of our operations based on their inspection pursuant to Letter No. 57. If we fail to obtain the P2P Registration by the end of June, 2018, the related government authorities may take certain actions against us, including but not limited to, banning our website and prohibiting us from providing all kinds of financial services.

We cooperate with Shanghai Credit Information Service Co., Ltd. NFCS is one of the primary systems to collect personal lending records for P2P companies. We utilize NFCS to determine whether borrowers obtain loans through other platforms.

Our Platform

We are an online consumer finance marketplace in China connecting lenders with individual borrowers and small businesses. We believe that our marketplace embraces the significant opportunities presented by a financial system that leaves many creditworthy individuals underserved or even unserved. Our technology-driven platform allows us to efficiently match borrowers with lenders as an alternative means to obtain credits outside

Mail Stop 4720

January 4, 2018

Erxin Zeng
Chief Executive Officer and Chairman of the Board
Golden Bull Limited
707 Zhang Yang Road, Sino Life Tower, F35
Pudong, Shanghai, China 200120

Re: Golden  Bull Limited
Registration Statement on Form F -1
Filed December 22, 2017
  File No. 333-222269

Dear Mr. Zeng:

We have reviewed your  registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do no t believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional co mments.   Unless we note
otherwise, our references to prior comments are to comments in our November 9, 2017 letter.

General

1. We note your new disclosure beginning on page 93 of your prospectus regarding the
recent changes and measures issued by the PRC in 2017 regarding the online P 2P lending
business.  Please revise your prospectus throughout, including the Summary section, to
explain in more detail how these recent measures will affect your business and the risks
associated with its potential impact and uncertainty.  In addition, p lease clarify whether
you intend to make modifications to your business model as a result of the new measures.

Erxin Zeng
Golden Bull Limited
January 4, 2018
Page 2

 Description of Share Capital

Ordinary Shares, page 110

2. We note your response to comment 5 and that your Exhibit Index suggests your most
recent amended and restated memorandum and articles of association are still to be filed.
Please disclose whether or not your organizational documents will require you to provide
shareholders with a proxy form when sending out notices of general meetings and , if not,
whether or not you will follow the “standard practice” of doing so.

Underwriting

Underwriter’s Warrant, page 129

3. We note your revisions in  response to comment 6 and the Form of Underwriter’s Warrant
now attached as Exhibit 4.1 .  Please disclos e the material terms of these warrants ,
including that they  are transferable  after a period of 180 days following the effective date
of the registration statement, and clarify the period during which they are exercisable as
we note apparently conflicting d isclosure here and in footnote (3) to the fee table of your
registration statement .  Please m ake corresponding revisions and/ or cross -reference  from
your description of warrants on page 114.  Please refer to Item 4(a) of Form F -1 and Item
9.A.7.(a) of Part  I of Form 20 -F for guidance.

Financial Statements, page F -1

4. Please revise to provide updated audited financial statements in your next amendment or
tell us why you believe updated audited financial statements are not required.  Refer to
Item 4(a) of Form F -1 and Part I, Item 8.A.4 of Form 20 -F.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Erxin Zeng
Golden Bull Limited
January 4, 2018
Page 3

 You may contact Michael Volley, Staff Accountant, at (202) 551 -3437  or Amit Pande,
Accounting Branch Chief, at (202) 551 -3423  if you have questions regarding comments on the
financial statements and related matters.  Please contact Christopher Dunham, Staff Attorney,  at
(202) 551 -3783  or, in his absence,  me at (202) 5 51-3391 with any other questions.

Sincerely,

 /s/ Erin E. Martin

Erin E. Martin
Special Counsel
Office  of Financial Services

cc: Ari Edelman, Esq.

Mail Stop 4720

November 9, 2017

Erxin Zeng
Chief Executive Officer and Chairman of the Board
Golden Bull Limited
707 Zhang Yang Road, Sino Life Tower, F35
Pudong, Shanghai, China 200120

Re: Golden Bull Limited
Amendment No.  2 to
Draft Registration Statement on Form F-1
Submitted October 31, 2017
  CIK No. 0001710350

Dear Mr. Zeng:

We have reviewed your amended draft registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comme nts apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or file d registration statement,  we may have  additional
comments.   Unless we note otherwise, our references to prior comments are to comments in our
September 22, 2017  letter.

General

1. We note your disclosure that you attract borrowers primarily through lending  and
guarantee companies (page 64), that you have been dependent on a limited number of
lending and guarantee companies (page 83) , and that lending and guarantee companies
are under no contractual obligation to continue partnering with you.  Please revise to
disclose the approximate number of lending and guarantee companies you partner with
and disclose any concentrations in the volume of business transacted with a particular
lending or guarantee company.  Refer to ASC 275 -10-50 for guidance.

Erxin Zeng
Golden Bull Limited
November 9, 2017
Page 2

 Prospectus Summary, page 1

2. We note your new risk factor on page 47 regarding the substantial influence possessed by
Messrs. Zeng and Liu.  Please disclose this risk in your prospectus summary, too, or tell
us why you believe such disclosure is unnecessary.   Please r efer to Item 3 to Form F -1,
Item 503 of Regulation S -K, and Instruction to Paragraph 503(a) thereunder.

The Offering, page 10

3. We note the revised terms of your underwriting agreement.  Please disclose  whether the
estimates of your offering proceeds ass ume placement discounts and commissions of 8%,
4%, or some combination thereof.  Please make corresponding revisions to your Use of
Proceeds section.

Use of Proceeds, page 49

4. We note your revisions in response to comment 6 as well as your disclosure on t he cover
page that you “ will not be able to use such proceeds in China, however, until we
complete certain remittance procedures in China.”  Please disclose the amount of your
proceeds, if any, that you believe you will be able to remit to China immediatel y
following the completion of the offering.  If the proceeds you are able to remit to China
immediately following your offering are materially less than your minimum of fering
amount, please disclose whether you still “expect to allocate amounts in approxim ately
the same percentages” as outlined.

Description of Share Capital

Ordinary shares, page 110

5. We note your revisions in response to comment 4 as well as your disclosure on page 5
that you are exempt from the proxy rules as a foreign private issuer.  P lease disclose
whether you are required under Cayman Islands law to provide shareholders with a proxy
statement designating a proxy at your meeting or if shareholders are personally
responsible for designating an individual to serve as their proxy and atte nd the meeting in
person on their behalf, in accordance with paragraphs 57 through 60 of your Articles of
Association, attached as Exhibit 3.3.  In addition, regarding the percentage of paid -up
capital required to demand a poll vote, please clarify for us whether it is 15%, as your
revised disclosure on page 110 indicates, or 10%, as paragraph 40 of your Articles of
Association indicate, and revise your disclosure as necessary.

Warrants, page 112

6. Please disclose the terms of the warrants issued to your un derwriters and being registered
in this offering.

Erxin Zeng
Golden Bull Limited
November 9, 2017
Page 3

You may contact Michael Volley, Staff Accountant, at (202) 551 -3437  or Amit Pande,
Accounting Branch Chief, at (202) 551 -3423  if you have questions regarding comments on the
financial statements and related matters.  Please contact Christopher Dunham, Staff Attorney,  at
(202) 551 -3783  or, in his absence,  me at (202) 551 -3338 with any other questions.

Sincerely,

 /s/ Dietrich A. King

Dietrich A. King
Assistant Director
Office of Financial Services

cc: Ari Edelman, Esq.

Mail Stop 4720

September 22, 2017

Erxin Zeng
Chief Executive Officer and Chairman of the Board
Golden Bull Limited
707 Zhang Yang Road, Sino Life Tower, F35
Pudong, Shanghai, China 200120

Re: Golden Bull Limited
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted September 8, 2017
  CIK No. 0001710350

Dear Mr. Zeng:

We have reviewed your amended draft registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comme nts apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or file d registration statement,  we may have  additional
comments.   Unless we note otherwise, our references to prior comments are to comments in our
August 2, 2017  letter.

Prospectus Summary

Our Business, page 1

1. We note your revised disclosure on page 2 that y ou began restructuring your loan funding
structure but that you “believe that not all of the loans [you]  facilitated were within the
limitations set forth in the P2P Measures. ”  Please revise your disclosure to quantify or
otherwise describe the potential magnitude of the non -compliance.  If you are uncertain
as to the scope of the non -compliance, please disclose that and specify the matters as to
which the uncertainty exists.  In addition, please disclose your expectations for
compliance with the P2P Measu res pursuant to your new loan struc ture.  Finally, p lease

Erxin Zeng
Golden Bull Limited
September 22, 2017
Page 2

 make corresponding revisions to your risk factor on page 15 and in your MD&A and
Business  sections.

2. We note your revisions in response to comment 4, including your disclosure in the
penultimate par agraph on page 2 that platform borrowers must either repay their loans in
full or put up additional collateral.  Please tell us whether you also allow borrowers to
repay their existing loans with new loans facilitated on your platform.  If so, please
discl ose the number and percentage of borrowers that do so.

Corporate History and Structure, page 4

3. We note your revisions in response to comment 8.   Please revise the diagram to disclose
Mr. Liu’s ownership interest in Dianniu .

4. We note your revised disclosu re on page 46 in response to commen t 9.  Please disclose
that Mess rs. Zeng and Liu will continue to have substantial influence on any matters
requiring a shareholder vote by virtue of their significant ownership of your ordinary
shares and that their inter ests may conflict with those of other shareholders.  Please also
disclose the impact that your voting procedures outlined on page 105 will have on
shareholders unable to attend a meeting of shareholders in person.

Risk Factors

Risks Related to Our Busine ss

The laws and regulations governing the peer -to-peer lending service industry in China…, page
15

5. We note your revisions in response to comment 13.  Please disclose the number and
percentage of your borrowers in violation of the P2P Measure as of the end of your most
recently completed fiscal year and quarter and further disclose the percentage of your
revenue attributable to these borrowers.  Please also disclose, if true, that a RMB 30,000
penalty would be charged for each violation.

Use of Proceeds , page 44

6. We note your revisions in response to comment 17 as well as your risk factor beginning
on page 35  regarding uncertainty over the amount of proceeds which would be
immediately available to you following this offering unde r Chinese law.   Please di sclose
whether these proceeds will be available for the uses you identify immediately following
the completion of your offering and, if applicable, estimate the amount of such proceeds
that you expect will be available to you immediately following the comp letion of your
offering.

Erxin Zeng
Golden Bull Limited
September 22, 2017
Page 3

 Key Operating Metrics, page 60

7. We note your response to comment 23 in our letter dated August 2, 2017.  To the extent
you have delinquent loans outstanding on your market place at a period end, please
disclose the delinquency percentage.

8. We note your response to comment 24 in our lett er dated August 2, 2017.  Please revise
to disclose your average borrower acquisition costs for each quarter and include a
discussion and analysis of trends.  Additionally, to the extent practicable, please calculate
and present your borrower acquisition c osts and your lender acquisition costs using the
marketing costs attributable to on each group (i.e. borrower or lender) individually.

9. We note your response to comment 18 in our letter dated August 2, 2017.  We also note
disclosure on page 62 that the n umber of borrowers increased in large part because you
changed your business model to loan directly to individual and small company borrowers
rather than to the referrals from lending or guarantee institutions because of the P2P
Measures.  We further note disclosure in other parts of your filing related to your change
in loan structure (note 2 on page 61, page 2, etc.).   Please revise your disclosure
throughout your filing related to the change in loan structure to more clearly and
consistently explain how  your loans were previously structured including more clearly
identifying the parties involved and discuss the timing of when you changed your loan
structure.

Results of Operations – Operating Expenses, page 65

10. Please revise to disclose, in a tabular f ormat for each period presented, each material type
of expense that is included in selling expenses or general and administrative expenses.
Additionally, please revise to include an enhanced discussion and analysis of any trends
related to such expenses.

Major Borrowers, page 67

11. We note your response to comment 52 in our letter dated August 2, 2017.  Please tell us if
automobiles serve as collateral for the loans to the major borrowers.  If they do not,
please revise to disclose the facts and circumstanc es related to the collateral securing
these loans.

Revenue recognition, page 72

12. We note your response to comment 25 in our letter dated August 2, 2017.  You disclose
that management fees are to compensate you for maintaining borrowers’ account
portfoli os.  Please provide us additional information regarding the activities you perform
to maintain borrowers and lenders’ account portfolios.  Specifically tell us if you perform
these services over the life of the loan.  If you do, please tell us how you cons idered
whether you should recognize management fees over the life of the loan.

Erxin Zeng
Golden Bull Limited
September 22, 2017
Page 4

Business

Our Platform, page 80

13. We note your revisions in response to comment 32.  Please revise your disclosure to
clarify what you consider to be a “good” credit score or report.  Please also disclose the
features that make jobs “high risk” or not, in your evaluation.

14. Please disclose that there is no minimum loan amount consistent with your response to
comment 37.

Our Platform and the Transaction Process

Stage 3: Credit Assessment and Decision -Making, page 82

15. We note your revisions in response to comment 42.  Please disclose the credit assessment
steps you take in determining that a borrower is qualified.  For example, please disclose
how and when a borrower is initially  qualified, and clarify the types of qualifying or
disqualifying features arising during the course of your review of the borrower’s credit
and loan history.  Please also explain how your determination of a guarantor’s ability to
guarantee a loan influence s your credit assessment of whether a borrower is qualified.

Employees, page 84

16. Considering your response to comment 54 in our letter dated August 2, 2017, please
revise this section to clarify if you have made adequate employee benefit payments.

You may contact Michael Volley, Staff Accountant, at (202) 551 -3437  or Amit Pande,
Accounting Branch Chief, at (202) 551 -3423  if you have questions regarding comments on the
financial statements and related matters.  Please contact Christopher Dunham, Staff Attorney,  at
(202) 551 -3783  or, in his absence,  me at (202) 551 -3338 with any other questions.

Sincerely,

 /s/ Dietrich A. King

Dietrich A. King
Assistant Director
Office of Financial Services

cc: Ari Edelman, Esq.

Mail Stop 4720

August 2, 2017

Erxin Zeng
Chief Executive Officer and Chairman of the Board
Golden Bull Limited
707 Zhang Yang Road, Sino Life Tower, F35
Pudong, Shanghai, China 200120

Re: Golden Bull Limited
Draft Registration Statement on Form F -1
Submitted July 10, 2017
  CIK No. 0001710350

Dear Mr. Zeng :

We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide  us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumst ances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have additional
comments.

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

Prospectus Cover Page

2. Please identify the lead underwriter in your next amendment and disclose  the material
terms of your offering, including th e nature of your underwriting arrangement, the
obligation to return subscriptions by a certain date if you do not receive the minimum
amount of subscriptions, and the placement of investor funds in escrow in the interim.

Erxin Zeng
Golden Bull Limited
August 2, 2017
Page 2

 Please refer to Item 501(b)(8) of Regulation S -K for guidance.  Further, please revise  the
Prospectus Summary, Use of Proceeds, Capitalization, Dilution, Risks Related to Our
Ordinary Shares and This Offering, and Liquidity and Capital Resources sections of your
prospectus consistent with the fact that only the minimum number of your securities may
be sold in your offering.

Prospectus Summary, page 1

3. Please disclose the key aspects of your offering and your business, such as:

 You offer short -term loans for periods of 30, 60, or 90 days;
 Your lending activities are highly concentrated in a small number of borrowers,
disclosing representative historical statistics;
 Whether new regulatory restrictions beginning August 17, 2017 appear likely to
impact your business operations, materially desc ribing such  restrictions;
 You were one of approximately 2,448 online consumer finance marketplaces
operating in China as of December 2016 and whether you expect competition to
increase;
 Whether and to what extent you have an obligation to repay lenders if a borrower
defaults on its loan;
 Loans you facilitate may only be 70% collateralized; and
 You do not currently have a risk reserve fund.

Please also make corresponding revisions throughout your prospectus.  For guidance,
please refer to Item 3 of Form F -1 and Instruction to Item 503(a) of Regulation S -K.

4. We note your disclosure on page 2 that “no loans facilitated through [y]our platform had
defaulted” as of March 31, 2017.  Please disclose:

 The proportion of loans where borrowers were late on their payments, if any.
 The number of borrowers who take out multiple loans, the average number of loans
per borrower, and any associated limitations  on the repayment of existing loans by
securing addi tional loans on your platform .

Finally, in light of your 0% default rate, please disclose throughout your prospectus that
neither your collateralization standards nor default collection efforts have been tested in
practice.

Our Business, page 1

5. Please  revise to disclose if you provide any compensation or benefit to individuals or
entities such as lending institutions that refer borrowers to your platform.

Erxin Zeng
Golden Bull Limited
August 2, 2017
Page 3

 6. Please revise to disclose if you have any formal or informal agreements with individuals
or entit ies such as lending institutions to refer borrowers to your platform.

Corporate History and Structure, page 2

7. Please revise to consistently present the name of your legal entities and subsidiaries.  For
example, in the diagram on page 3 you refer to Point Cattle Holdings Limited  and Point
Cattle Group Company Limited  as your wholly owned subsidiaries while on page F -6
you appear to refer to the same entities as Golden Bull Holdings Limited  and Golden Bull
Group Company Limited .

8. Please revise the diagra m on page 3 as follows:

 Indicate which entities are inside China and which entities are outside China.
 Add a footnote to disclose that the connections between Shanghai Fuyu  Information
and Technology Co., Ltd. and your two VIEs are not ownership interests but rather
are a series of contractual arrangements.
 Disclose the ownership interests of your two VIEs, consistent with the remainder of
your presentation.
 Disclose the  individuals or entities with the remaining 10.8% equity interests in
Shanghai Dianniu Internet Finance Information Service Co., Ltd.

9. Please disclose whether you anticipate being a “controlled company,” as defined in
NASDAQ Rule 5615(c)(1) , following the completion of the offering and revise your
disclosure as necessary .

Variable Interest Entity Arrangements, page 4

10. In the discussion of each VIE agreement for Shanghai Dianniu and Shanghai Baoxun,
please ensure you disclose all material terms to ensure in vestors clearly understand each
agreement.  Additionally, please ensure that your disclosure of each agreement is
consistent with the agreement and is consistent throughout your filing.  We note for
instance on page 4 you disclose the annual consulting ser vice fee is 89.2% of Dianniu’s
operating revenue  while on page F -6 you disclose the service fee is 89.2% of net profit .
Additionally, we note on page F -6 you disclose that Shanghai Fuyu Information and
Technology Co., Ltd has the obligation to absorb all of Shanghai Dianniu’s losses while
on page F -16 you disclose Shanghai Fuyu Information and Technology Co., Ltd  is
obligated to absorb 89.17%  of Shanghai Dianniu’s losses.

11. Please disclose whether  you believe the provision of internet financing services fa lls
within the restricted category or the prohibited category under the Guidance Catalog of
Industries for Foreign Investment , and briefly describe the consequences of being in such
category.  Please also disclose Bauxun’s  current or anticipated industry categorization
and whether foreign investment in this industry is currently encouraged, restricted,

Erxin Zeng
Golden Bull Limited
August 2, 2017
Page 4

 prohibited, or not listed.  Finally, as applicable, please disclose your expectations for the
future classifications of the se industries or the re -classification of either VIE to a different
industry.

Risk Factors, page 10

12. Please revise to provide a risk factor that, as a result of your election to use the extended
transition period for complying with new or revised accounti ng standards under Section
102(b)(1), your financial statements may not be comparable to companies that comply
with public company effective dates.  Please include a similar statement in your critical
accounting policy disclosures in the Management’s Discu ssion and Analysis (MD&A)
section.

Risks Related to Our Business

The laws and regulations governing the peer -to-peer lending service industry…, page 12

13. Please disclose what proportion of your revenue was attributable to loans to borrowers
for more than  RMB 200,000 as of December 31, 2016, and in the subsequent periods.
Please also disclose:

 Whether this pending restriction also applies to small business loans;
 Whether there is a penalty associated with an individual borrowing more than RMB 1
million from all platforms combined and to whom such a penalty would be assessed;
and
 Whether and how you will determine if borrowers have obtained loans through other
lending platforms.

Despite our marketing efforts, we may not be able to promote and maintain our brand in an
effective and cost -efficient way and our business and results of operations may be harmed
accordingly, page 16

14. Please revise to clarify where in your financial statements you present the $1.6 million in
marketing and advertising expenses i ncurred during 2016.   We note on page F -3 that
selling expenses totaled $826,038 for 2016.

Risks Related to Doing Business in China, page 27

15. Please add a risk factor that U.S. regulators’ ability to conduct investigations and
inspections within China is limited.

Erxin Zeng
Golden Bull Limited
August 2, 2017
Page 5

 Failure to make adequate contributions to various employee benefit plans as required by PRC
regulations may subject us to penalties, page 34

16. Please clarify whether you are or expect to be subject to penalties because you have not
made adequate  employee benefit payments and, if applicable, please disclose the amount
of the penalties.

Use of Proceeds, page 44

17. Please estimate your use of proceeds for each principal use identified.  For guidance,
please refer to Item 4.a of Form F -1 and Item 3.C .1 of Form 20 -F.  In addition, please
disclose your estimate of the amount of such proceeds that would be available for such
uses immediately following the completion of your offering to the extent Chinese law
imposes restrictions that would materially imp act the amount of such proceeds actually
available to you at such time.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
53

18. We note disclosure of customer concentration in the notes to your financial statements  on
page F -20 and in your risk factor on page 13.  Please ensure you identify, quantify and
analyze known trends, demands, commitments, events and uncertainties related to
customers, investors or referring entities, whether affiliated or unaffiliated, that  are
reasonably likely to have a material impact on your financial results on business.  Refer
to Item 303 of Regulation S -K for guidance.

19. Please revise to clarify how the P2P measures, described on page 12 and scheduled to be
effective August 17, 2017, w hich cap the maximum loan balance for a borrower to RMB
200,000 are reasonably likely to impact your financial results and business given your
disclosure of customer concentration.

Key Operating Metrics, page 54

20. Given your limited operating history and  the rapid growth during that period, in order to
clearly show relevant trends please revise to disclose key operating metrics in a tabular
format for each quarter during the reporting periods presented.

21. Please revise to disclose key operating metrics rel ated to your investors including, but not
limited to:

 The reinvestment rate of existing investors;
 The number of new investors that  made an investment during the quarter; and
 The total number of investors that made an investment during the quarter.

Erxin Zeng
Golden Bull Limited
August 2, 2017
Page 6

 22. Pleas e revise to disclose key operating metrics related to your borrowers including, but
not limited to:

 The re -borrowing rate of existing borrowers;
 The number of new borrowers that borrowed  money during the quarter; and
 The total number of borrowers that bo rrowed money during the quarter.

Please disclose this information separately for individual and small business borrowers.
Also discuss relevant differences between individual and small business borrowers from
a financial or strategic perspective.

23. Please revise to disclose the delinquency percentage for loans outstanding on your
marketplace at each quarter end.

24. Please revise to disclose your average customer acquisition costs for each quarter and
discuss and analyze trends in your average customer acq uisition costs.

Revenue recognition, page 64

25. Please provide us an accounting analysis related to your recognition of management fees
at the time of loan issuance as compared to over the life of the loan.  Please identify the
accounting guidance you considered in making your determination and explain to us how
you determined that all the relevant services have been rendered.

26. Please revise to quantify the amount of licensing fees recognized as income for each
period presented and to additional information related to the generation of licensing fees.
For example, explain the role of an agent including why a borrower will use an agent,
explain what credentialed information is, typical terms of a licensing period, etc.

27. Please provide us an accounting analysis related to your recognition of servicing expense
as a reduction of revenue as compared an operating expense.  Please identify the specific
accounting guidance you considered in making your determination.

Business , page 69

28. On page 11 you refer to your inability to collect payments from borrowers as a risk.
Please revise here and throughout your filing as appropriate to clarify and expand on your
role in collecting payments from borrowers and how this process impacts your f inancial
results and business.

29. On page 18 your disclose that because you do not have a risk reserve fund in the event of
loan defaults you would not have funds readily available to repay lenders.  Please revise
here and throughout your filing as appropri ate to clarify in what circumstances you would
repay lenders in the event of loan defaults.

Erxin Zeng
Golden Bull Limited
August 2, 2017
Page 7

30. Please revise to disclose which party manages the collateral repossession process when a
borrower defaults on their loan and discuss any fees or costs associated w ith this process.

31. Please revise to provide additional details regarding your investor incentive program
including, but not limited to:

 Clarifying what the consumptive loan program is as compared to other loan
programs;
 Detailing more clearly the criteri a for an investor to get paid an incentive including
why the number of first time borrowers is an important factor;
 Clarifying how the amount of an incentive is determined, how it is earned, when it is
paid, and if it is paid at one time or over a specifie d period;
 Clarifying if the incentive is paid in cash or as a credit to be used to invest in a future
loan; and
 Clarifying how you determine if an incentive results in negative revenue for a
marketplace investor and quantifying the negative amount for each  period presented.

Overview, page 69

32. We note that you restrict access to your platform to “qualified borrowers.”  Please
describe the necessary qualifications or characteristics your borrowers must possess and
explain your reference to “prime borrowers” on the following page.  If you target specific
borrower demographics, please disclose such demographics.  Please also disclose if and
how your credit assessment distinguishes between individual and small business
borrowers.

Our Strategy, page 69

33. Please describe your plan of operation for the remainder of the fiscal year and for the first
six months of fiscal year ending December 31, 2018.  For guidance, please refer to Item 4
of Form F -1, Instruction 2 to Item 4.B of Form 20 -F and Item 101(a)(2) of Regul ation S -
K.

Our Platform , page 70

34. Please disclose how you currently market your platform to borrowers and investors.  In
addition, please disclose how you plan to use proceeds from this offering to expand your
marketing efforts.

Benefits to Investors, pa ge 70

35. We note your third bullet addresses investor returns “after fees.”  Please tell us and revise
to clarify if you, or your third party service provider, charge any fees to investors.

Erxin Zeng
Golden Bull Limited
August 2, 2017
Page 8

Benefits to Borrowers

Transparent Marketplace,