content: <HTML>
  <HEAD>
       <TITLE></TITLE>
  </HEAD>
  <BODY STYLE="font: 10pt Times New Roman, Times, Serif">
  
  <P STYLE="text-align: center; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt">As filed with the Securities and Exchange Commission
  on February 8, 2024</P>
  
  <P STYLE="text-align: right; font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">Registration No. 333-_________</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in"></P>
  
  <!-- Field: Rule-Page --><DIV STYLE="margin-top: 0pt; margin-bottom: 0pt; width: 100%"><DIV STYLE="font-size: 1pt; border-top: Black 2pt solid; border-bottom: Black 1pt solid">&nbsp;</DIV></DIV><!-- Field: /Rule-Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>UNITED STATES</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>SECURITIES AND EXCHANGE COMMISSION</B></P>
  
  <P STYLE="text-align: center; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><B>WASHINGTON, D.C. 20549</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><B></B></P>
  
  <!-- Field: Rule-Page --><DIV STYLE="margin: 0pt auto; width: 25%"><DIV STYLE="font-size: 1pt; border-top: Black 1.5pt solid">&nbsp;</DIV></DIV><!-- Field: /Rule-Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>FORM S-8</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>REGISTRATION STATEMENT</B></P>
  
  <P STYLE="text-align: center; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><B>UNDER THE SECURITIES ACT OF 1933</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><B></B></P>
  
  <!-- Field: Rule-Page --><DIV STYLE="margin: 0pt auto; width: 25%"><DIV STYLE="font-size: 1pt; border-top: Black 1.5pt solid">&nbsp;</DIV></DIV><!-- Field: /Rule-Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>BIT DIGITAL, INC.</B></P>
  
  <P STYLE="text-align: center; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt">(Exact name of registrant as specified in its charter)</P>
  
  <P STYLE="text-align: center; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"></P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; border-collapse: collapse">
    <TR STYLE="vertical-align: top">
      <TD STYLE="border-bottom: Black 1.5pt solid; text-align: center"><B>Cayman Islands</B></TD>
      <TD STYLE="text-align: center">&nbsp;</TD>
      <TD STYLE="border-bottom: Black 1.5pt solid; text-align: center"><B>98-1606989</B></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: center; width: 49%">(State or other jurisdiction of <BR> incorporation or organization)</TD>
      <TD STYLE="text-align: center; width: 2%">&nbsp;</TD>
      <TD STYLE="text-align: center; width: 49%">(I.R.S. Employer <BR>
  Identification No.)</TD></TR>
    </TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>33 Irving Place, New York,
  New York 10003</B></P>
  
  <P STYLE="text-align: center; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt">(Address of Principal Executive Offices) (Zip Code)</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"></P>
  
  <!-- Field: Rule-Page --><DIV STYLE="margin: 0pt auto; width: 25%"><DIV STYLE="font-size: 1pt; border-top: Black 1.5pt solid">&nbsp;</DIV></DIV><!-- Field: /Rule-Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>2023 Omnibus Equity Incentive
  Plan</B></P>
  
  <P STYLE="text-align: center; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt">(Full title of the plan)</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"></P>
  
  <!-- Field: Rule-Page --><DIV STYLE="margin: 0pt auto; width: 25%"><DIV STYLE="font-size: 1pt; border-top: Black 1.5pt solid">&nbsp;</DIV></DIV><!-- Field: /Rule-Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>Elliot H. Lutzker, Esq.</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>Davidoff Hutcher &amp; Citron
  LLP</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>605 3<SUP>rd</SUP> Avenue,
  34<SUP>th</SUP> Floor</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>New York, New York 10158</B></P>
  
  <P STYLE="text-align: center; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt">(Name and address of agent for service)</P>
  
  <P STYLE="text-align: center; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>(212) 557-7200</B></P>
  
  <P STYLE="text-align: center; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt">(Telephone number, including area code, of agent
  for service)</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">Indicate by check mark whether
  the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
  of &ldquo;large accelerated filer,&rdquo; &ldquo;accelerated filer,&rdquo; a &ldquo;smaller reporting company&rdquo; or an &ldquo;emerging
  growth company&rdquo; in Rule 12b-2 of the Exchange Act.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">(Check one):</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 25%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Large accelerated filer</FONT></TD>
      <TD STYLE="width: 25%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&#9744;</FONT></TD>
      <TD STYLE="width: 25%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Accelerated filer</FONT></TD>
      <TD STYLE="width: 25%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&#9744;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Non-accelerated filer</FONT></TD>
      <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&#9744;</FONT></TD>
      <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Smaller reporting company</FONT></TD>
      <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&#9744;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD COLSPAN="2"></TD>
      <TD> Emerging Growth Company
  </TD>
      <TD>&#9744;</TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in"></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">If
  an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
  with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. <FONT STYLE="font-family: Times New Roman, Times, Serif">&#9744;</FONT></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"></P>
  
  <!-- Field: Rule-Page --><DIV STYLE="margin-top: 0pt; margin-bottom: 0pt; width: 100%"><DIV STYLE="font-size: 1pt; border-top: Black 1pt solid; border-bottom: Black 2pt solid">&nbsp;</DIV></DIV><!-- Field: /Rule-Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"></P>
  
  <!-- Field: Page; Sequence: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0in"><B>EXPLANATORY NOTE</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0in"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">This registration statement
  on Form S-8 is being filed by Bit Digital, Inc. (the &ldquo;Company&rdquo;) to register 5,000,000 Ordinary Shares under the Company&rsquo;s
  Plan.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">This Registration Statement
  contains two parts. The first part contains information required in the registration statement pursuant to Part I of Form S-8 with respect
  to Ordinary Shares issuable upon the exercise of share options, or restricted share awards (the &ldquo;Awards&rdquo;) made under the Plan
  subsequent to the date hereof. The second part contains a &ldquo;reoffer&rdquo; prospectus prepared in accordance with the requirements
  of Part I of Form S-3, which, pursuant to General Instruction C of Form S-8, may be used by certain persons, including officers and directors
  of the Company who are deemed to be affiliates of the Company, as that term is defined in Rule 405 under the Securities Act of 1933, as
  amended (the &ldquo;Securities Act&rdquo;), as well as by non-affiliate assignees holding restricted securities, as that term is defined
  in Rule 144 under the Securities Act, in connection with the reoffer and resale of Ordinary Shares of the Company received by such persons
  pursuant to the exercise of options or Awards granted under the Plan, which 5,000,000 Ordinary Shares are being registered herein. An
  aggregate of 450,000 Ordinary Shares has been issued pursuant to RSUs grants under the Plan.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">This Prospectus omits certain
  of the information contained in the Registration Statement in accordance with the rules and regulations of the Securities and Exchange
  Commission (the &ldquo;SEC&rdquo;). Reference is hereby made to the Registration Statement and related exhibits for further information
  with respect to the Company and the Company&rsquo;s Ordinary Shares. Statements contained herein concerning the provisions of any documents
  are not necessarily complete and, in each instance, reference is made to the copy of such document filed as an exhibit to the Registration
  Statement or otherwise filed with the SEC. Each such statement is qualified in its entirety by such reference.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">We prepared this Registration
  Statement in accordance with the requirements of Form S-8 under the Securities Act. We are registering 5,000,000 Ordinary Shares pursuant
  to our Plan. The purpose of our Plan is to advance the interests of the Company and its shareholders by providing a means of attracting
  and retaining employees, corporate officers, non-employee directors and consultants employed or retained by the Company and its subsidiaries
  and affiliates.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0in"><B>&nbsp;</B></P>
  
  
  <!-- Field: Page; Sequence: 2 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0in"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0in"><B>PART I</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0in"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>INFORMATION REQUIRED IN THE
  SECTION 10(a) PROSPECTUS</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0in"><B>&nbsp;</B></P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0in; text-indent: 0in; text-align: justify"><FONT STYLE="text-decoration: none">Item
  1. Plan Information</FONT></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">The document containing the
  information specified in this Part I of this Form S-8 registration statement has been or will be sent or given to participants in the
  2023 Omnibus Equity Incentive Plan (the &ldquo;Plan&rdquo;), as specified by Rule 428(b)(1) promulgated by the SEC under the Securities
  Act. Such document(s) are not being filed with the SEC but constitute (along with the documents incorporated by reference into the registration
  statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">This registration statement
  relates to a maximum of 5,000,000 Ordinary Shares issuable pursuant to our Plan (the &ldquo;Shares&rdquo;).</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in"><B></B></P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0in; text-indent: 0in; text-align: justify"><FONT STYLE="text-decoration: none">Item
  2. Registrant Information and Employee Plan Annual Information</FONT></P>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">The documents incorporated by
  reference into this prospectus pursuant to Item 3 of Part II hereof are available without charge, upon written or oral request. The documents
  containing the information specified in this Item 2 will be sent or given to employees, officers or directors upon written or oral request,
  as specified by Rule 428(b) under the Securities Act. All requests shall be directed to Corporate Secretary, Bit Digital, Inc., 33 Irving
  Place, New York, NY 10003; tel. <FONT STYLE="background-color: white">(212) 463-5121</FONT>. In accordance with the rules and regulations
  of the SEC and the instructions to Form S-8, such documents are not being filed either as part of this registration statement or as prospectuses
  or prospectus supplements pursuant to Rule 424 under the Securities Act.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">&nbsp;</P>
  
  
  <!-- Field: Page; Sequence: 3 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in"><B>REOFFER PROSPECTUS</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0in"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>BIT DIGITAL, INC.</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">5,000,000 ORDINARY SHARES</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">This prospectus relates to the
  reoffer and resale of 5,000,000 Ordinary Shares, par value $0.01 per share, of Bit Digital, Inc., a Cayman Islands company (&ldquo;Bit
  Digital,&rdquo; the &ldquo;Company,&rdquo; &ldquo;we,&rdquo; &ldquo;us,&rdquo; or &ldquo;our&rdquo;), that have been or will be acquired
  by certain persons (collectively referred to as the &ldquo;Selling Securityholders&rdquo;), including our officers and directors who are
  deemed to be our affiliates, as that term is defined in Rule 405 under the Securities Act of 1933, as amended (the &ldquo;Securities Act&rdquo;),
  holding restricted securities, as that term is defined in Rule 144 under the Securities Act, in connection with the reoffer and resale
  of Ordinary Shares of the Company received by such persons pursuant to the exercise of options to be granted under our 2023 Omnibus Equity
  Incentive Plan (the &ldquo;Plan&rdquo;).</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">The shares offered herby consist
  of 5,000,000 Ordinary Shares issued or issuable under the Plan.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol"></FONT>&#9679;</TD><TD STYLE="text-align: justify">Our
  Ordinary Shares are quoted on the Nasdaq Capital Market under the symbol &ldquo;BTBT.&rdquo; On February 7, 2024, the last reported sale
  price of our Ordinary Shares on the Nasdaq Capital Market was $2.43 per share.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">The shares covered by this prospectus
  may be offered and sold from time to time directly by the Selling Securityholders of Ordinary Shares issued upon the exercise of options
  and/or restricted share awards (the &ldquo;Awards&rdquo;) granted pursuant to the Plan or through brokers on the Nasdaq Capital Market,
  or otherwise, at the prices prevailing at the time of such sales. The net proceeds to the Selling Securityholders will be the proceeds
  received by them upon such sales, less brokerage commissions, if any. We will pay all expenses of preparing and reproducing this prospectus
  but will not receive any of the proceeds from sales by any of the Selling Securityholders, but we will receive the exercise price upon
  exercise of the share options. The Selling Securityholders and any broker-dealers, agents, or underwriters through whom the shares are
  sold, may be deemed &ldquo;underwriters&rdquo; within the meaning of the Securities Act with respect to securities offered by them, and
  any profits realized or commissions received by them may be deemed underwriting compensation. See &ldquo;<I>Plan of Distribution</I>.&rdquo;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">NEITHER THE SECURITIES AND EXCHANGE
  COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY
  OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">THE SHARES OFFERED HEREBY INVOLVE
  A SUBSTANTIAL DEGREE OF RISK. SEE &ldquo;<I>RISK FACTORS</I>&rdquo; beginning on page 10 of this prospectus.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>The date of this prospectus
  is February 8, 2024</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">No person is authorized to give
  any information or to make any representations other than those contained in this prospectus in connection with any offer to sell or sale
  of the securities to which this prospectus relates, and if given or made, such information or representations must not be relied upon
  as having been authorized. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, imply that
  there has been no change in the facts herein set forth since the date hereof. This prospectus is not an offer to sell these securities
  and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"></P>
  
  <!-- Field: Page; Sequence: 4 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>TABLE OF CONTENTS</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: right; text-indent: 0.5in">&nbsp;</P>
  
  
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%">
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="border-bottom: Black 1.5pt solid; text-align: center">Page</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: rgb(204,238,255)">
      <TD STYLE="width: 90%; text-align: left"><A HREF="#a_001">AVAILABLE INFORMATION</A></TD>
      <TD STYLE="width: 10%; text-align: center">ii</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left"><A HREF="#a_002">INCORPORATION OF DOCUMENTS BY REFERENCE</A></TD>
      <TD STYLE="text-align: center">iii</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left"><A HREF="#a_003">FORWARD-LOOKING STATEMENTS</A></TD>
      <TD STYLE="text-align: center">iv</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left"><A HREF="#a_004">PROSPECTUS SUMMARY</A></TD>
      <TD STYLE="text-align: center">1</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left"><A HREF="#a_005">THE OFFERING</A></TD>
      <TD STYLE="text-align: center">8</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left"><A HREF="#a_006">RISK FACTORS</A></TD>
      <TD STYLE="text-align: center">10</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left"><A HREF="#A_001"><FONT STYLE="font-weight: normal"><U STYLE="text-decoration: none">SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS</U></FONT></A></TD>
      <TD STYLE="text-align: center">55</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left"><A HREF="#A_002"><FONT STYLE="font-weight: normal"><U STYLE="text-decoration: none">ENFORCEABILITY OF CIVIL LIABILITIES</U></FONT></A></TD>
      <TD STYLE="text-align: center">56</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left"><A HREF="#a_007">USE OF PROCEEDS</A></TD>
      <TD STYLE="text-align: center">57</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left"><A HREF="#a_008">SELLING SECURITYHOLDERS</A></TD>
      <TD STYLE="text-align: center">57</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left"><A HREF="#a_009">PLAN OF DISTRIBUTION</A></TD>
      <TD STYLE="text-align: center">58</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left"><A HREF="#a_010">DESCRIPTION OF SECURITIES TO BE REGISTERED</A></TD>
      <TD STYLE="text-align: center">60</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left"><A HREF="#a_011">INTEREST OF NAMED EXPERTS AND COUNSEL</A></TD>
      <TD STYLE="text-align: center">61</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left"><A HREF="#a_012">DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES</A></TD>
      <TD STYLE="text-align: center">61</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left"><A HREF="#a_013">EXEMPTION FROM REGISTRATION CLAIMED</A></TD>
      <TD STYLE="text-align: center">61</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left"><A HREF="#a_014">MATERIAL CHANGES</A></TD>
      <TD STYLE="text-align: center">61</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left"><A HREF="#a_015">LEGAL MATTERS</A></TD>
      <TD STYLE="text-align: center">61</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left"><A HREF="#a_016">EXPERTS</A></TD>
      <TD STYLE="text-align: center">62</TD></TR>
  </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">You should rely only on the
  information contained or incorporated by reference in this prospectus. We have not authorized any other person to provide you with different
  information. If anyone provides you with different or inconsistent information, you should not rely on it.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">This prospectus is not an offer
  to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not
  permitted. You should assume that the information appearing in this Prospectus, as well as information we have previously filed with the
  SEC and incorporated by reference, is accurate only as of the date on the front of those documents.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"></P>
  
  <!-- Field: Page; Sequence: 5; Options: NewSection; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: LowerRoman; Name: PageNo -->i<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center; text-indent: 0in"><A NAME="a_001"></A>AVAILABLE
  INFORMATION</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">We file annual, semi-annual,
  quarterly (on a voluntary basis as a foreign private issuer) and current reports and proxy statements and other information with the Securities
  and Exchange Commission (&ldquo;SEC&rdquo;). Our public filings are available from the Internet website maintained by the SEC at http://www.sec.gov.
  In addition, our Ordinary Shares are listed on the Nasdaq Capital Market. Accordingly, our reports, statements and other information may
  be inspected at the offices of Nasdaq, One Liberty Plaza, 165 Broadway, New York, New York 10006.</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center; text-indent: 0in"></P>
  
  <!-- Field: Page; Sequence: 6; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: LowerRoman; Name: PageNo -->ii<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center; text-indent: 0in"><A NAME="a_002"></A>INCORPORATION
  OF documents BY REFERENCE</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">The SEC allows us to &ldquo;incorporate
  by reference&rdquo; information into this prospectus, which means that we can disclose important information to investors by referring
  them to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus
  and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained
  in this prospectus or a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of
  this prospectus to the extent that a statement contained in this prospectus or a subsequently filed document incorporated by reference
  modifies or replaces that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded,
  to constitute a part of this prospectus.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">We incorporate by reference
  our documents listed below and any future filings made by us with the SEC under Sections&nbsp;13(a), 13(c) or 15(d) of the Securities
  Exchange Act of 1934, as amended (the &ldquo;Exchange Act&rdquo;) between the date of this prospectus and the termination of the offering
  of the securities described in this prospectus. We are not, however, incorporating by reference any documents or portions thereof, whether
  specifically listed below or filed in the future, which are &ldquo;furnished&rdquo; to the SEC that are not deemed &ldquo;filed&rdquo;
  with the SEC.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">This prospectus incorporates by reference the
  documents set forth below that have previously been filed with the SEC:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: justify; text-indent: -0.25in">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in">1.</TD><TD STYLE="text-align: justify">Annual Report on <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390023033401/f20f2022_bitdigitalinc.htm">Form 20-F</A>
                                              for the year ended December 31, 2022, filed with the Commission on April 28, 2023;</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: justify; text-indent: -0.25in">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in">2.</TD><TD STYLE="text-align: justify">Current Reports on Form 6-K as filed
                                              with the Commission on <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390024006786/ea192271-6k_bitdigital.htm">January 26, 2024</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390024006121/ea192091-6k_bitdigital.htm">January 24, 2024</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390024004857/ea191875-6k_bitdigital.htm">January 19, 2024</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390023092412/ea189384-6k_bitdigital.htm">December 4, 2023</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390023091490/ea189226-6k_bitdigital.htm">November 30, 2023</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390023087236/ea188385-6k_bitdigital.htm">November 15, 2023</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390023086427/ea187451-6k_bitdigital.htm">November 14, 2023</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390023082981/ea187674-6k_bitdigital.htm">November 3, 2023</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390023078830/ea185689-6k_bitdigital.htm">September 22, 2023</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390023075515/ea184958-6k_bitdigital.htm">September 11, 2023</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390023070392/ea184121-6k_bitdigital.htm">August 24, 2023</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390023070284/ea184139-6ka1_bitdigital.htm">August 23, 2023</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390023067847/ea182738-6k_bitdigital.htm">August 15, 2023</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390023050720/ea180717-6k_bitdigital.htm">June 22, 2023</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390023048169/ea179985-6k_bitdigital.htm">June 12, 2023</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390023032128/ea177391-6k_bitdigital.htm">April 25, 2023</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390023027975/ea176653-6k_bitdigital.htm">April 6, 2023</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390023022066/f6k032223_bitdigital.htm">March 22, 2023</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390023005630/ea172329-6k_bitdigital.htm">January 27, 2023</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390023004906/ea172147-6k_bitdigital.htm">January 25, 2023</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390023002506/ea171612-6k_bitdigita.htm">January 12, 2023</A> and <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390023001499/ea171375-6k_bitdigital.htm">January 9, 2023</A>  but only to the extent
                                              that the items therein are specifically stated to be &ldquo;filed&rdquo; rather than &ldquo;furnished&rdquo;
                                              for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the &ldquo;Exchange
                                              Act&rdquo;); and</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: justify; text-indent: -0.25in">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in">3.</TD><TD STYLE="text-align: justify">The description of our Ordinary Shares
                                              contained in Bit Digital&rsquo;s Registration Statement on <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390021021206/ea139003-f1a1_bitdigital.htm">Form F-1</A> (No. 333-254060) and
                                              any amendment or report filed with the SEC for the purpose of updating.</TD></TR></TABLE>
  
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">All documents subsequently filed
  by us pursuant to Sections 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934 (the &ldquo;Exchange Act&rdquo;) prior to the
  filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then
  remaining unsold shall be deemed to be incorporated by reference in this prospectus and to be a part of this prospectus from the date
  of filing of such documents. Any statement contained in a previously filed document incorporated by reference in this prospectus shall
  be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement in this prospectus modifies or supersedes
  such previous statement and any statement contained in this prospectus shall be deemed to be modified or superseded to the extent that
  a statement in any document subsequently filed, which is incorporated by reference in this prospectus, modifies or supersedes such statement.
  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">A copy of any and all of the
  information included in the documents that have been incorporated by reference in this prospectus (excluding exhibits thereto, unless
  such exhibits have been specifically incorporated by reference into the information which this prospectus incorporates) but which are
  not delivered with this prospectus will be provided by us without charge to any person to whom this prospectus is delivered, upon the
  oral or written request of such person. Written requests should be directed to Bit Digital, Inc., 33 Irving Place, New York, New York
  10003, Attention: Corporate Secretary. Oral requests may be directed to the Secretary at <FONT STYLE="background-color: white">(212) 463-5121</FONT>.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  
  <!-- Field: Page; Sequence: 7; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: LowerRoman; Name: PageNo -->iii<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center; text-indent: 0in"><A NAME="a_003"></A>FORWARD-LOOKING
  STATEMENTS</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">This prospectus contains &ldquo;forward-looking
  statements&rdquo; for purposes of the safe harbor provisions provided by Section 27 of the Securities Act of 1933, as amended (the &ldquo;Securities
  Act&rdquo;) and Section 21E of the Securities Exchange Act of 1934, as amended (the &ldquo;Exchange Act&rdquo;), that represent our beliefs,
  projections and predictions about future events. All statements other than statements of historical fact are &ldquo;forward-looking statements,&rdquo;
  including any projections of earnings, revenue or other financial items, any statements of the plans, strategies and objectives of management
  for future operations, any statements concerning proposed new projects or other developments, any statements regarding future economic
  conditions or performance, any statements of management&rsquo;s beliefs, goals, strategies, intentions and objectives, and any statements
  of assumptions underlying any of the foregoing. Words such as &ldquo;may,&rdquo; &ldquo;will,&rdquo; &ldquo;should,&rdquo; &ldquo;could,&rdquo;
  &ldquo;would,&rdquo; &ldquo;predicts,&rdquo; &ldquo;potential,&rdquo; &ldquo;continue,&rdquo; &ldquo;expects,&rdquo; &ldquo;anticipates,&rdquo;
  &ldquo;future,&rdquo; &ldquo;intends,&rdquo; &ldquo;plans,&rdquo; &ldquo;believes,&rdquo; &ldquo;estimates&rdquo; and similar expressions,
  as well as statements in the future tense, identify forward-looking statements.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">These statements are necessarily
  subjective and involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance
  or achievements, or industry results, to differ materially from any future results, performance or achievements described in or implied
  by such statements. Actual results may differ materially from expected results described in our forward-looking statements, including
  with respect to correct measurement and identification of factors affecting our business or the extent of their likely impact, and the
  accuracy and completeness of the publicly available information with respect to the factors upon which our business strategy is based
  or the success of our business.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">Forward-looking statements should
  not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of whether, or the times
  by which, our performance or results may be achieved. Forward-looking statements are based on information available at the time those
  statements are made and management&rsquo;s belief as of that time with respect to future events and are subject to risks and uncertainties
  that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.
  Important factors that could cause such differences include, but are not limited to, those factors discussed under the headings &ldquo;Risk
  Factors&rdquo; and elsewhere in this prospectus.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"></P>
  
  <!-- Field: Page; Sequence: 8; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: LowerRoman; Name: PageNo -->iv<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  <DIV STYLE="padding: 5pt; border: Black 1.5pt solid">
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center; text-indent: 0in"><A NAME="a_004"></A>PROSPECTUS
  SUMMARY</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"><I>&nbsp;</I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"><I>This summary highlights certain
  information contained elsewhere or incorporated by reference in this prospectus. This summary does not contain all of the information
  that you should consider before deciding to invest in our Ordinary Shares. You should read this entire prospectus carefully, including
  our financial statements and related notes thereto and the other documents incorporated by reference in this prospectus and the risks
  described under &ldquo;Risk Factors&rdquo; beginning on page 10. We note that our actual results and future events may differ significantly
  based upon a number of factors. The reader should not put undue reliance on the forward-looking statements in this document, which speak
  only as of the date on the cover of this prospectus.</I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"><I>All references to &ldquo;we,&rdquo;
  &ldquo;us,&rdquo; &ldquo;our,&rdquo; &ldquo;Company,&rdquo; &ldquo;Registrant&rdquo; or similar terms used in this prospectus refer to
  Bit Digital, Inc. (formerly known as Golden Bull Limited), a Cayman Islands exempted company (&ldquo;Bit Digital&rdquo;), including its
  consolidated subsidiaries, unless the context otherwise indicates. We currently conduct our business through, Bit Digital Hong Kong Limited
  and Bit Digital Strategies Limited, Hong Kong companies; Bit Digital Singapore Pte Ltd.; Bit Digital U.S.A. Inc., a Delaware corporation,
  and our operating entity in the United States; Bit Digital Canada, Inc., our operating entity in Canada; Bit Digital AI Inc., the parent
  company of Bit Digital Iceland Ehf, our operating entity in Iceland; and Bit Digital Investment Management Limited, a BVI business company..</I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"><I>&ldquo;PRC&rdquo; or &ldquo;China&rdquo;
  refers to the People&rsquo;s Republic of China, excluding, for the purpose of this prospectus, Taiwan, Hong Kong and Macau, &ldquo;RMB&rdquo;
  or &ldquo;Renminbi&rdquo; refers to the legal currency of China and &ldquo;$&rdquo;, &ldquo;US$&rdquo; or &ldquo;U.S. Dollars&rdquo; refers
  to the legal currency of the United States.</I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"><B>No action is being taken
  in any jurisdiction outside the United States to permit a public offering of the securities or possession or distribution of this prospectus
  in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform
  themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to that jurisdiction.</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"><I>The Company may be subject
  to various legal and operational risks as a result of its previously being a China-based Issuer with a substantial amount of the Company&rsquo;s
  operations previously in China and Hong Kong. See &ldquo;Risk Factors &ndash; Risks Related to Previously Operating in China &ndash; We
  may be subject to fines and penalties for operating in China without registration&rdquo; and &ldquo;We may be subject to fines and penalties
  for our prior mining activities in mainland China&rdquo;. As a result of our prior structure of an offshore issuer with a variable interest
  entity (&ldquo;VIE&rdquo;) which are the concern of the SEC as to China-based Issuers, we set forth under &ldquo;Risk Factors&rdquo; some
  of the risks and uncertainties concerning the Company&rsquo;s prior operations, however, we do not have and will not have a VIE structure
  and do not intend to have a mainland China subsidiary (hereinafter, a &ldquo;WFOE&rdquo;):</I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"><I>&nbsp;</I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">The Company&rsquo;s auditor,
  Audit Alliance LLP, is PCAOB registered and based in Singapore. Under the Holding Foreign Companies Accountable Act (the &ldquo;HFCAA&rdquo;),
  the PCAOB is permitted to inspect our independent public accounting firm. However, if the PCAOB later determines 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.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in"><B>Our Company</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">Bit Digital, Inc. is a sustainable
  digital infrastructure platform for digital assets and artificial intelligence (&ldquo;AI&rdquo;) infrastructure headquartered in New
  York City. Our bitcoin mining operations are located in the U.S., Canada and Iceland. The Company has also established a business line,
  through Bit Digital Iceland Ehf, a subsidiary of Bit Digital AI, that offers specialized cloud-infrastructure services for artificial
  intelligence applications.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">We commenced business in February
  2020. We initiated limited Ethereum mining operations in January 2022&nbsp;and discontinued the operations by September 2022, due to Ethereum
  blockchain switching from proof-of-work (&ldquo;PoW&rdquo;) consensus mechanism to proof-of-stake (&ldquo;PoS&rdquo;) validation. Our
  mining operations, hosted by third-party providers, use specialized computers, known as miners, to generate digital assets. Our miners
  use application specific integrated circuit (&ldquo;ASIC&rdquo;) chips. These chips enable the miners to apply high computational power,
  expressed as &ldquo;hash rate&rdquo;, to provide transaction verification services (generally known as &ldquo;solving a block&rdquo;)
  which helps support the blockchain. For every block added, the blockchain provides an award equal to a set number of digital assets per
  block. Miners with a greater hash rate generally have a higher chance of solving a block and receiving an award.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  </div>
  
  <!-- Field: Page; Sequence: 9; Options: NewSection; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->1<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  <DIV STYLE="padding: 5pt; border: Black 1.5pt solid">
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">We operate our mining assets
  with the primary intent of accumulating digital assets which we may sell for fiat currency from time to time depending on market conditions
  and management&rsquo;s determination of our cash flow needs, exchange for other digital assets. Our mining strategy has been to mine bitcoins
  as quickly and as many as possible given the fixed supply of bitcoins. In view of historically long delivery lead times to purchase miners
  from manufacturers like Bitmain Technologies Limited (&ldquo;Bitmain&rdquo;) and MicroBT Electronics Technology Co., Ltd (&ldquo;MicroBT&rdquo;),
  and other considerations, we may choose to acquire miners on the spot market, which can typically result in delivery within a few weeks.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">We have signed service agreements
  with third-party hosting partners in North America and Iceland. These partners operate specialized mining data centers, where they install
  and operate the miners and provide IT consulting, maintenance, and repair work on site for us. Our mining facilities in New York are maintained
  by Coinmint LLC (&ldquo;Coinmint&rdquo;) and Digihost Technologies Inc. (&ldquo;Digihost&rdquo;). Our mining facility in Texas is maintained
  by Dory Creek, LLC (&ldquo;Dory Creek&rdquo;). Our mining facility in Kentucky is maintained by Soluna Computing, Inc (&ldquo;Soluna&rdquo;).
  Our mining facility in Canada is maintained by Blockbreakers Inc. (&ldquo;Blockbreakers&rdquo;). Our mining facility in Iceland is maintained
  by GreenBlocks Ehf, an Icelandic private limited company (&ldquo;GreenBlocks&rdquo;). We have relocated some miners from our Texas and
  Nebraska facilities, once under Compute North LLC&rsquo;s maintenance before a third-party takeover preceding their 2022 bankruptcy to
  facilities operated by Coinmint in New York. We have relocated those miners from our Georgia mining facility, previously maintained by
  Core Scientific, Inc to one of Coinmint&rsquo;s facilities. We have relocated some miners from Blockfusion USA, Inc. (&ldquo;Blockfusion&rdquo;)
  facilities to Digihost and Soluna after our service agreement with Blockfusion ended in September 2023. From time to time, the Company
  may change partnerships with hosting facilities to recalibrate its Bitcoin mining operations. These terminations are strategic, targeting
  reduced operational costs, enhanced energy efficiency for a smaller carbon footprint, increased flexibility in operational control, and
  minimized geopolitical risks. While a short-term decrease in mining output might occur, we expect these changes to yield long-term operational
  improvements.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">We are a sustainability-focused
  digital asset mining company. On June 24, 2021, we signed the Crypto Climate Accord, a private sector-led initiative that aims to decarbonize
  the crypto and blockchain sectors. On December 7, 2021, we became a member of the Bitcoin Mining Council (&ldquo;BMC&rdquo;), joining
  MicroStrategy and other founding members to promote transparency, share best practices, and educate the public on the benefits of bitcoin
  and bitcoin mining.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"><I>ETH Staking Business</I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">In the fourth quarter of 2022,
  we formally commenced Ethereum staking operations. We intend to delegate or stake our ETH holdings to an Ethereum validator node to help
  secure and strengthen the blockchain network. Stakers are compensated for this commitment in the form of a reward of the native network
  token.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">Our native staking operations
  are enhanced by a partnership with Blockdaemon, a leading institutional-grade blockchain infrastructure company for node management and
  staking. In the fourth quarter of 2022, following a similar mechanism to native Ethereum staking, we also participated in liquid staking
  via Portara protocol (formerly known as Harbour), the liquid staking protocol developed by Blockdaemon and StakeWise and the first of
  its kind tailored to institutions. With the introduction of staked ETH withdrawals in April 2023, we have reassessed our Ethereum network
  staking approaches, weighing the advantages of traditional staking against liquid staking solutions. The withdrawal feature in native
  staking, coupled with yields that are on par with those of liquid staking, has encouraged us to expand our collaborations with other service
  providers in this domain. As a result, we have terminated all liquid staking activities with StakeWise in the third quarter, reclaiming
  all staked Ethereum along with the accumulated rewards. As of September 30, 2023, only two nodes are maintained with Blockdaemon to continue
  our native staking operations.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">In addition, since the first
  quarter of 2023, we started native staking with Marsprotocol and participated in liquid staking via Liquid Collective protocol on Coinbase
  platform. Liquid staking allows participants to achieve greater capital efficiency by utilizing their staked ETH as collateral and trading
  their staked ETH tokens on the secondary market.&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"><I>Miner Deployments</I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">During the three and nine months
  ended September 30, 2023, we continued to work with our hosting partners to deploy our miners in North America and Iceland.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">During the second quarter of
  2023, the Company deployed an additional 3,600 miners at one of Coinmint&rsquo;s hosting facilities.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">During the third quarter of
  2023, the Company deployed an additional 310 miners at Digihost&rsquo;s hosting facility.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"></P>
  </div>
  <!-- Field: Page; Sequence: 10; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->2<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  <DIV STYLE="padding: 5pt; border: Black 1.5pt solid">
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">During the third quarter of
  2023, the Company deployed an additional 1,890 miners at one of Coinmint&rsquo;s hosting facilities.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">During the second and third
  quarter of 2023, the Company deployed 3,300 miners at GreenBlocks hosting facility.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">As of September 30, 2023, the
  Company&rsquo;s active hash rate totals approximately 1.2 EH/s, with operations in North America and Iceland.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"><I>Power and Hosting Overview</I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">During the three and nine months
  ended September 30, 2023, our hosting partners continued to prepare sites to deliver our contracted hosting capacity, bringing additional
  power online for our miners.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">The Company&rsquo;s subsidiary,
  Bit Digital Canada, Inc., entered into a Mining Services Agreement effective September 1, 2022, for Blockbreakers, Inc. to provide five
  (5) MW of incremental hosting capacity at its facility in Canada. The facility utilizes an energy source that is primarily hydroelectric.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">On May 8, 2023, the Company
  entered into a Master Mining Services Agreement with Blockbreakers, pursuant to which Blockbreakers, Inc. agreed to provide the Company
  with four (4) MW of additional mining capacity at its hosting facility in Canada. The agreement is for two (2) years automatically renewable
  for additional one (1) year terms unless either party gives at least sixty (60) days&rsquo; advance written notice. The performance fee
  is 15%. Additionally, Bit Digital has secured a side letter agreement with Blockbreakers, granting the Company the right of first refusal
  for any future mining hosting services offered by Blockbreakers in Canada. This new agreement brings the Company&rsquo;s total contracted
  hosting capacity with Blockbreakers to approximately 9 MW. As of September 30, 2023, Blockbreakers provided approximately 3.3 MW of capacity
  for our miners at their facility.&nbsp;&nbsp;&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">On June 7, 2022, we entered
  into a Master Mining Services Agreement (the &ldquo;MMSA&rdquo;) with Coinmint LLC, pursuant to which Coinmint will provide the required
  mining colocation services for a one-year period automatically renewing for three-month periods unless earlier terminated. The Company
  will pay Coinmint electricity costs, plus operating costs required to operate the Company&rsquo;s mining equipment, as well as a performance
  fee equal to 27.5% of profit, subject to a ten percent (10%) reduction if Coinmint fails to provide uptime of ninety-eight (98%) percent
  or better for any period. We are not privy to the emissions rate at the Coinmint facility or at any other hosting facility. However, the
  Coinmint facility operates in an upstate New York region that reportedly utilizes power that is 99% emissions-free, as determined based
  on the 2023 Load &amp; Capacity Data Report published by the New York Independent System Operator, Inc. (&ldquo;NYISO&rdquo;).</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">On April 5, 2023, the Company
  entered into a letter agreement and MMSA Amendment with Coinmint pursuant to which Coinmint agreed to provide the Company with up to ten
  (10) MW of additional mining capacity to energize the Company&rsquo;s mining equipment at Coinmint&rsquo;s hosting facility in Plattsburgh,
  New York. The agreement is for two (2) years automatically renewable for three (3) months unless not renewed by either party on at least
  ninety (90) days prior written notice. The performance fees under this letter agreement range from 30% to 33% of profit. This new agreement
  brings the Company&rsquo;s total contracted hosting capacity with Coinmint to approximately 30 MW at this facility.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">On April 27, 2023, the Company
  entered into a letter agreement and MMSA Amendment with Coinmint pursuant to which Coinmint agreed to provide the Company with up to ten
  (10) MW of additional mining capacity to energize the Company&rsquo;s mining equipment at Coinmint&rsquo;s hosting facility in Massena,
  New York. The agreement is for one (1) year automatically renewable for three (3) months unless not renewed by either party on at least
  ninety (90) days prior written notice. The performance fees under this letter agreement are 33% of profit. This new agreement brings the
  Company&rsquo;s total contracted hosting capacity with Coinmint to approximately 40 MW. &nbsp;As of September 30, 2023, Coinmint provided
  approximately 37.3 MW of capacity for our miners at their facilities.&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">In June 2021, we entered into
  a strategic co-mining agreement with Digihost Technologies in North America. Pursuant to the terms of the agreement, Digihost provides
  certain premises to Bit Digital for the purpose of the operation and storage of a 20 MW bitcoin mining system to be delivered by Bit Digital.
  Digihost provides services to maintain the premises for a term of two years. Digihost shall also be entitled to 20% of the profit generated
  by the miners.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  </div>
  
  <!-- Field: Page; Sequence: 11; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->3<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  <DIV STYLE="padding: 5pt; border: Black 1.5pt solid">
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">In April 2023, we renewed the
  co-mining agreement with Digihost, previously executed in June 2021. Pursuant to the terms of the new agreement, Digihost provides certain
  premises to Bit Digital for the purpose of the operation and storage of an up to 20 MW bitcoin mining system to be delivered by Bit Digital.
  Digihost also provides services to maintain the premises for a term of two years, automatically renewing for a period of one (1) year.
  Digihost shall also be entitled to 30% of the profit generated by the miners. As of September 30, 2023, Digihost provided approximately
  3.0 MW of capacity for our miners at their facility.&nbsp;&nbsp;&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">On May 9, 2023 (&ldquo;Effective
  Date&rdquo;), the Company entered into a Term Loan Facility and Security Agreement (&ldquo;Loan Agreement&rdquo;) with GreenBlocks. Pursuant
  to the Loan Agreement, GreenBlocks has requested the Company to extend one or more loans (&ldquo;advances&rdquo;) under a senior secured
  term loan facility in an aggregate outstanding principal amount not to exceed $5 million. The interest rate of the Loan Agreement is 0%
  and advances are to be repaid on the maturity date, which is the thirty-nine-month anniversary of the Effective Date. GreenBlocks will
  exclusively use the advances to buy miners that will be operated for the benefit of the Company at a facility in Iceland, with an overall
  capacity of 8.25 MW. To secure the prompt payment of advances, the Company has been granted a continuing first priority lien and security
  interest in all of GreenBlocks&rsquo;s rights, title and interest to the financed miners. The miners are the sole property of GreenBlocks,
  of which they are responsible for the purchase, installation, operation, and maintenance.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">On May 9, 2023, the Company
  entered into a Computation Capacity Services Agreement (&ldquo;Agreement&rdquo;) with GreenBlocks. Pursuant to the Agreement, GreenBlocks
  will provide computational capacity services and other necessary ancillary services, such as operation, management, and maintenance, at
  the facility in Iceland for a term of two (2) years. GreenBlocks will own and operate the miners financed through the Loan Agreement for
  the purpose of providing Computational Capacity of up to 8.25 MW. The Company will pay power costs of five cents ($0.05) per kilowatt
  hour, a Pod fee of $22,000 per pod per month, and a depreciation fee equal to 1/36 of the facility size per month. The performance fees
  under this agreement are 20%. The Company submitted to Greenblocks a deposit in the amount of $1,052,100, which was exclusively for the
  purpose of paying the landlord of the facility for hosting space.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">On June 1, 2023, the Company
  and GreenBlocks entered the Omnibus Amendment to Loan Documents and Other Agreements (&ldquo;Omnibus Amendment&rdquo;). This amendment
  revised both the Loan Agreement and the Computation Capacity Services Agreement previously entered on May 9, 2023. While the core terms
  remained consistent, notable modifications pertained to the facility size and contracted capacity. Specifically, the facility size was
  increased from $5 million to $6.7 million. Moreover, GreenBlocks agreed to expand the computation capacity to approximately 10.7 MW. Advances
  of $6.4 million have been financed by the Company to GreenBlocks. As of September 30, 2023, GreenBlocks provided approximately 10.6 MW
  of capacity for our miners at their facility.&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">In October 2023, we entered
  into a strategic co-location agreement with Soluna Computing, Inc. (&ldquo;Soluna&rdquo;) for a term of one year automatically renewing
  on a month-to-month basis unless terminated by either party. Pursuant to the terms of the agreement, Soluna provides certain required
  mining colocation services to Bit Digital for the purpose of the operation and storage of an up to 4.4 MW bitcoin mining system to be
  delivered by Bit Digital. Soluna shall also be entitled to 42.5% of the net profit generated by the miners.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">In November 2023, we entered
  into a hosting services agreement with Dory Creek, LLC (&ldquo;Dory Creek&rdquo;) for a term of one year automatically renewing on an
  annual basis unless terminated by either party by giving a 30-day prior notice to the other Party in writing. Pursuant to the terms of
  the agreement, Dory Creek provides maintenance and operation services to Bit Digital to support 17.5MW of capacity. Dory Creek shall also
  be entitled to 30% of the net profit generated by the miners. Bit Digital shall have the first right, but not obligation, to accept services
  for any extra capacity under the terms of this Agreement.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  </div>
  
  <!-- Field: Page; Sequence: 12; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->4<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  <DIV STYLE="padding: 5pt; border: Black 1.5pt solid">
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">In May 2022, our hosting partner
  Blockfusion advised us that the substation at its Niagara Falls, NY facility was damaged by an explosion and fire, and power was cut off
  to approximately 2,515 of the Company&rsquo;s bitcoin miners and approximately 710 ETH miners that had been operating at the site immediately
  prior to the incident. The explosion and fire are believed to have been caused by faulty equipment owned by the power utility. Blockfusion
  and the Company have entered into a common interest agreement to jointly pursue any claims evolving from the explosion and fire. Prior
  to the incident, our facility with Blockfusion in Niagara Falls, provided approximately 9.4 MW to power our miners. Power was restored
  to the facility in September 2022. However, we received a notice dated October 4, 2022, from the City of Niagara Falls, which&nbsp;ordered
  the cease and desist from any cryptocurrency mining or related operations at the facility until such time as Blockfusion complies with
  Section 1303.2.8 of the City of Niagara Falls Zoning Ordinance (the &ldquo;Ordinance&rdquo;), in addition to all other City ordinances
  and codes. Blockfusion has advised us that the Ordinance came into practical effect on October 1, 2022, following the expiration of a
  related moratorium on September 30, 2022.&nbsp;Blockfusion has further advised that it has submitted applications for new permits based
  on the Ordinance&rsquo;s new standards and that the permits may take several months to process. Pursuant to the Mining Services Agreement
  between Bit Digital and Blockfusion dated August 25, 2021, Blockfusion represents, warrants and covenants that it &ldquo;possesses, and
  will maintain, all licenses, registrations, authorizations and approvals required by any governmental agency, regulatory authority or
  other party necessary for it to operate its business and engage in the business relating to its provision of the Services.&rdquo; On October
  5, 2022, Bit Digital further advised Blockfusion that it expects it to comply with directives of the Notice. Our service agreement with
  Blockfusion ended in September 2023.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"><I>Miner Fleet Update and Overview</I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">As of September 30, 2023, we
  had 46,852 miners owned or operating (in Iceland) for bitcoin mining and 730 ETH miners, with a total maximum hash rate of 3.7 EH/s and
  0.3 TH/s, respectively.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">On April 28, 2023, we entered
  into a purchase agreement with an unaffiliated seller of bitcoin mining computers, from whom we acquired 3,600 S19 miners. As of the date
  of this report, all miners have been delivered.<B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">On May 12, 2023, we entered
  into a purchase agreement with an unaffiliated seller of bitcoin mining computers, from whom we acquired 2,200 S19J Pro+ miners. As of
  the date of this report, all miners have been delivered.<B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">On June 21, 2023, we entered
  into a purchase agreement with an unaffiliated seller of bitcoin mining computers, from whom we acquired 1,100 S19 Pro+ miners. As of
  the date of this report, all miners have been delivered.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">In October 2023, we entered
  into a purchase agreement with an unaffiliated seller of bitcoin mining computers, from whom we acquired 3,630 S19K Pro miners. As of
  the date of this report, the miners have not been delivered.&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"><B>Bitcoin Production</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">From the inception of our bitcoin
  mining business in February 2020 to September 30, 2023, we earned an aggregate of 5,906.4 bitcoins.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">The following table presents our bitcoin mining activities
  for the nine months ended September 30, 2023:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif">
    <TR STYLE="vertical-align: bottom">
      <TD STYLE="text-align: center">&nbsp;</TD><TD STYLE="font-weight: bold; padding-bottom: 1.5pt">&nbsp;</TD>
      <TD COLSPAN="2" STYLE="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Number of<BR> bitcoins</TD><TD STYLE="padding-bottom: 1.5pt; font-weight: bold">&nbsp;</TD><TD STYLE="font-weight: bold; padding-bottom: 1.5pt">&nbsp;</TD>
      <TD COLSPAN="2" STYLE="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center"><FONT STYLE="font-size: 10pt"><B>Amount <SUP>(1)</SUP></B></FONT></TD><TD STYLE="padding-bottom: 1.5pt; font-weight: bold">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
      <TD STYLE="width: 76%; font-weight: bold; text-indent: 0in">Balance at December 31, 2022</TD><TD STYLE="width: 1%; font-weight: bold">&nbsp;</TD>
      <TD STYLE="width: 1%; font-weight: bold; text-align: left">&nbsp;</TD><TD STYLE="width: 9%; font-weight: bold; text-align: right">946.3</TD><TD STYLE="width: 1%; font-weight: bold; text-align: left">&nbsp;</TD><TD STYLE="width: 1%; font-weight: bold">&nbsp;</TD>
      <TD STYLE="width: 1%; font-weight: bold; text-align: left">$</TD><TD STYLE="width: 9%; font-weight: bold; text-align: right">15,796,147</TD><TD STYLE="width: 1%; font-weight: bold; text-align: left">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: bottom; background-color: White">
      <TD STYLE="text-align: left; text-indent: 0in">Receipt of BTC from mining services</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">1,083.5</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">28,441,394</TD><TD STYLE="text-align: left">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left; text-indent: 0in">Exchange of BTC into ETH</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">(549.2</TD><TD STYLE="text-align: left">)</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">(9,732,283</TD><TD STYLE="text-align: left">)</TD></TR>
    <TR STYLE="vertical-align: bottom; background-color: White">
      <TD STYLE="text-align: left; text-indent: 0in">Sales of and payments made in BTC</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">(663.2</TD><TD STYLE="text-align: left">)</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">(12,008,138</TD><TD STYLE="text-align: left">)</TD></TR>
    <TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left; text-indent: 0in">Receipt of BTC from other income</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">3.4</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">95,222</TD><TD STYLE="text-align: left">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: bottom; background-color: White">
      <TD STYLE="padding-bottom: 1.5pt; text-indent: 0in">Impairment of BTC</TD><TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
      <TD STYLE="border-bottom: Black 1.5pt solid; text-align: left">&nbsp;</TD><TD STYLE="border-bottom: Black 1.5pt solid; text-align: right">-</TD><TD STYLE="padding-bottom: 1.5pt; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
      <TD STYLE="border-bottom: Black 1.5pt solid; text-align: left">&nbsp;</TD><TD STYLE="border-bottom: Black 1.5pt solid; text-align: right">(4,011,342</TD><TD STYLE="padding-bottom: 1.5pt; text-align: left">)</TD></TR>
    <TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
      <TD STYLE="font-weight: bold; padding-bottom: 4pt; text-indent: 0in">Balance at September 30, 2023</TD><TD STYLE="font-weight: bold; padding-bottom: 4pt">&nbsp;</TD>
      <TD STYLE="border-bottom: Black 4pt double; font-weight: bold; text-align: left">&nbsp;</TD><TD STYLE="border-bottom: Black 4pt double; font-weight: bold; text-align: right">820.8</TD><TD STYLE="padding-bottom: 4pt; font-weight: bold; text-align: left">&nbsp;</TD><TD STYLE="font-weight: bold; padding-bottom: 4pt">&nbsp;</TD>
      <TD STYLE="border-bottom: Black 4pt double; font-weight: bold; text-align: left">$</TD><TD STYLE="border-bottom: Black 4pt double; font-weight: bold; text-align: right">18,581,000</TD><TD STYLE="padding-bottom: 4pt; font-weight: bold; text-align: left">&nbsp;</TD></TR>
    </TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 0.25in; text-indent: 0in"><FONT STYLE="font-size: 10pt">(1)</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">Receipt of digital assets from mining services are the product of the number of bitcoins received multiplied by the bitcoin price obtained from CoinMarketCap, calculated on a daily basis. Sales of digital assets are the actual amount received from sales.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"><B><I>&nbsp;</I></B></P>
  </div>
  
  <!-- Field: Page; Sequence: 13; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->5<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  <DIV STYLE="padding: 5pt; border: Black 1.5pt solid">
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"><B><I>Environmental, Social
  and Governance</I></B>&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">Sustainability is a major strategic
  focus for us. Several of our mining locations in the US and Canada provide access to partially carbon-free energy and other sustainability-related
  solutions, in varying amounts depending on location, including components of hydroelectric, solar, wind, nuclear and other carbon-free
  generation sources, based on information provided by our hosts and publicly available data, which we believe helps mitigate the environmental
  impact of our operations. We work with an independent ESG (Environmental, Social and Governance) consultant to self-monitor and adopt
  an environmental policy to help us to improve our percentage of green electricity and other sustainability initiatives. As we continue
  to align ourselves with the future of technology and business, we are dedicated to continuously enhancing sustainability, which we believe
  future-proofs our operations and the larger bitcoin network.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">We believe that the bitcoin
  network and the mining that powers it are important inventions in human progress. The process of problem-solving and verifying bitcoin
  transactions using advanced computers is energy intensive, and scrutiny has been applied to the industry for this reason. It follows that
  the environmental costs of mining bitcoin should be surveyed and mitigated by every company in our fast-growing sector. We aim to contribute
  to the acceleration of bitcoin&rsquo;s decarbonization and act as a role model in our industry, responsibly stewarding digital assets.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">We work with Apex Group Ltd,
  an independent ESG consultancy,&nbsp;with the goal of becoming one the first publicly-listed bitcoin miners to receive an independent
  ESG rating on our operations, which we anticipate will provide transparency on the environmental sustainability of our operations, as
  well as other metrics. Apex&rsquo;s ESG Ratings &amp; Advisory tools allow us to benchmark our ESG performance against international standards
  and our peers to identify opportunities for improvement and progress over time. We believe this is an integral approach to improving our
  sustainability practices and mitigating our environmental impact. By measuring the sustainability and footprint of Bit Digital&rsquo;s
  mining, we are able to develop targets to continuously improve as we shift towards our goal of 100% clean energy usage.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">On December 7, 2021, the Company
  became a member of the Bitcoin Mining Council (&ldquo;BMC&rdquo;), joining MicroStrategy and other founding members to promote transparency,
  share best practices, and educate the public on the benefits of bitcoin and bitcoin mining.&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"><B><I>COVID-19</I></B>&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">In March 2020, the World Health
  Organization declared the COVID-19 outbreak (&ldquo;COVID-19&rdquo;) a global pandemic. While all restrictions have been lifted, we continue
  to monitor the situation and the possible effects on our financial condition, liquidity, operations, suppliers and industry, and may take
  further actions that alter our operations and business practices as may be required by federal, state or local authorities or that we
  determine are in the best interests of our partners, customers, suppliers, vendors, employees and shareholders.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">Additionally, we have evaluated
  the potential impact of the COVID-19 outbreak on our financial statements, including, but not limited to, the impairment of long-lived
  assets and valuation of digital assets. Where applicable, we have incorporated judgments and estimates of the expected impact of COVID-19
  in the preparation of the financial statements based on information currently available. Based on our current assessment, we do not expect
  any material impact on our long-term strategic plans, operations and liquidity.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  </div>
  
  
  <!-- Field: Page; Sequence: 14; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->6<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  <DIV STYLE="padding: 5pt; border: Black 1.5pt solid">
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"><B><I>Recent Events </I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">In October 2023, the Company
  announced the launch of a new business line through Bit Digital Iceland Ehf, a subsidiary of Bit Digital AI, Inc., that will provide specialized
  infrastructure to support generative artificial intelligence (&ldquo;AI&rdquo;) workstreams. This represents a material expansion from
  our core business into an industry with robust demand and growth expectations. Importantly, we were able to secure an anchor customer
  for this business without devoting incremental resources towards customer acquisition. This business line aims to provide a non-correlated
  income stream that is intended to help the Company weather potential downturns in its core bitcoin mining and ETH staking businesses and
  intends to make the Company more financially flexible through the 2024 &ldquo;halving&rdquo;. Revenue for the initial contract commenced
  in January 2024, and we are confident that we can materially scale the business with the necessary financial resources.&rdquo; The Company
  has commenced Bit Digital AI operations by signing service agreements with a customer to support their GPU-accelerated workloads. Under
  the agreements, Bit Digital will provide the customer with rental services for 2,048 GPUs. Concurrently, Bit Digital has agreed to purchase
  the required GPUs and has funded the initial deposit for the purchase order.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">In October 2023, Bit Digital
  finalized an agreement with Soluna Computing, Inc (&ldquo;Soluna&rdquo;) for 4.4 megawatts of incremental hosting capacity at Project
  Sophie in Kentucky to power its miners for an initial contract term of twelve months.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">In November 2023, Bit Digital
  finalized an agreement with Bitdeer Technologies Group for 17.5 megawatts (&ldquo;MW&rdquo;) of incremental hosting capacity to power
  its miners at a location in Texas. The initial term of the contract is twelve months with automatic one-year renewals. Additionally, Bit
  Digital will have the first right for an additional 17.5 MW of capacity that may be brought online by the operator. Bit Digital will fill
  the capacity with miners from its existing fleet and with new miner purchases. Approximately 900 S19j Pro units from the Company&rsquo;s
  existing fleet have already been delivered to the facility and are actively hashing. The Company has purchased approximately 3,600 S19k
  Pro mining units that are expected to be delivered to the facility by late-November 2023. The remaining capacity will be filled with future
  miner purchase orders.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  </div>
  
  
  <!-- Field: Page; Sequence: 15; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->7<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  <DIV STYLE="padding: 5pt; border: Black 1.5pt solid">
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center; text-indent: 0in"><A NAME="a_005"></A>The
  Offering</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">This reoffer prospectus relates
  to the reoffer and resale of an aggregate of 5,000,000 Ordinary Shares, par value $0.01 per share, by certain Selling Securityholders,
  including our officers and directors, who are deemed to be affiliates of the Company, that are issuable upon the exercise of options to
  be granted pursuant to our Plan and shares underlying Awards. We will not receive any proceeds from the sale of the shares sold by the
  Selling Securityholders, but we will receive the exercise price upon exercise of the share options, other than for any cashless exercise
  of options.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">If subsequent to the date of
  this reoffer prospectus, we grant any awards under the Plan to any persons who are affiliates of the Company, we would supplement this
  reoffer prospectus with the names of such affiliates and the amount(s) of shares to be reoffered by them as Selling Securityholders.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"><B>Foreign Private Issuer Status</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">We are a foreign private issuer
  within the meaning of the rules under the Securities Exchange Act of 1934, as amended (the &ldquo;Exchange Act&rdquo;). As such, we are
  exempt from certain provisions applicable to United States domestic public companies. For example:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 0.25in">&nbsp;</TD>
      <TD STYLE="width: 0.25in; text-align: left"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">we are not required to provide as many Exchange Act reports, or as frequently, as a domestic public company;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">for interim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic public companies;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">we are not required to provide the same level of disclosure on certain issues, such as executive compensation;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; and</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">Our insiders are not required to comply with Section 16 of the Exchange Act requiring such individuals, and entities to file public reports of their share ownership and trading activities and establishing insider liability for profits realized from any &ldquo;short-swing&rdquo; trading transaction.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">&nbsp;</P>
  </div>
  
  <!-- Field: Page; Sequence: 16; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->8<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  <DIV STYLE="padding: 5pt; border: Black 1.5pt solid">
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"><B>Emerging Growth Company Status</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">We are an &ldquo;emerging growth
  company,&rdquo; as defined in the Jumpstart Our Business Startups Act (the &ldquo;JOBS Act&rdquo;), and we are eligible to take advantage
  of certain exemptions from various reporting and financial disclosure requirements that are applicable to other public companies, that
  are not emerging growth companies, including, but not limited to, (1)&nbsp;presenting only two years of audited financial statements and
  only two years of related management&rsquo;s discussion and analysis of financial condition and results of operations in this prospectus,
  (2)&nbsp;not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the
  &ldquo;Sarbanes-Oxley Act&rdquo;), (3) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy
  statements, and (4) exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder
  approval of any golden parachute payments not previously approved. We intend to take advantage of these exemptions. As a result, investors
  may find investing in our Ordinary Shares less attractive.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">In addition, Section 107 of
  the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B)
  of the Securities Act of 1933, as amended (the &ldquo;Securities Act&rdquo;), for complying with new or revised accounting standards.
  As a result, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply
  to private companies. We intend to take advantage of such extended transition period.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"><FONT STYLE="background-color: white">We
  could remain an emerging growth company for up to five years ending December 31, 2023, or until the earliest of (1) the last day of the
  first fiscal year in which our annual gross revenues exceed $1.07 billion, (2) the date that we become a &ldquo;large accelerated filer&rdquo;
  as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our Ordinary Shares that is held by non-affiliates
  exceeds $700 million as of the last business day of our most recently completed second fiscal quarter and we have been publicly reporting
  for at least 12 months, or (3) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year
  period.</FONT></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"><B>Corporate Information</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"><FONT STYLE="background-color: white">Our
  principal executive offices are located at 33 Irving Place, New York, New York 10003. Our telephone number at this address is +1 (212)
  463-5121.&nbsp;Our office in Hong Kong is located at Room 3603, Tower 2 Metro Plaza, Hong Kong, China. Our registered office in the Cayman
  Islands is located at Corporate Filing Services Ltd., 3rd Floor, Harbour Centre, 103 South Church Street, George Town, Grand Cayman, KY
  1-1002, Cayman Islands. Our office in Singapore is located at 21 Floor, 88 Market Street, Capital Spring, S048948. Our office in Iceland
  is located at Skogarhlid 12, 105 Reykjavik, Iceland. Our agent for service of process in the United States is Corporation Service Company,
  19 West 44th Street, Suite 201, New York, NY 10036. The Company&rsquo;s legal advisers are as follows: in the PRC: Tian Yuan Law Firm,
  Suite 509, Tower A, Corporate Square, 35 Financial Street, Xicheng District, Beijing, 100032 China; in the Cayman Islands: Ogier (Cayman)
  LLP, 89 Nexus Way, Camana Bay, Grand Cayman, Cayman Islands KY1-9009; and in the United States: Davidoff Hutcher &amp; Citron LLP, 605
  Third Avenue, New York, New York 10158. Our Auditors are: Audit Alliance, LLP, 20 Maxwell Road #11-09, Maxwell House, Singapore 069113,
  see &ldquo;<I>Experts.</I>&rdquo; Investors should contact us for any inquiries through the address and telephone number of our principal
  executive offices.</FONT>&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  </div>
  
  
  <!-- Field: Page; Sequence: 17; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->9<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center; text-indent: 0in"><A NAME="a_006"></A>RISK
  FACTORS</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><I>&nbsp;</I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><I>An
  investment in our Ordinary Shares involves a high degree of risk. You should carefully consider the risks and uncertainties described
  below together with all other information contained in this prospectus, including the matters discussed under the heading &ldquo;Forward-Looking
  Statements&rdquo; before you decide to invest in our Ordinary Shares.&nbsp;<B>The Company may be subject to various legal and operational
  risks as a result of its previously being a China-based Issuer with substantial amounts of the Company&rsquo;s operations previously in
  China and Hong Kong. The legal and regulatory environment in China is in many respects different from the United States. These risks and
  others could result in a material change in the value of our securities and/or significantly limit or completely 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</B>. If any of the following risks, or any other risks and uncertainties that are not presently foreseeable to us, actually
  occur, our business, financial condition, results of operations, liquidity and our future growth prospects could be materially and adversely
  affected.</I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><U>General Risks</U></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>We
  have a history of operating losses, and we may not be able to sustain profitability; we have recently shifted our digital assets business,
  and we may not be continuously successful in this business.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  experienced profitability from our continuing bitcoin mining operations in 2021. However, as a result of the decline in value of bitcoin
  and the corresponding decline in revenue from digital assets mining, we recognized a net loss of $105,296,603&nbsp;for the year ended
  December 31, 2022, which included a $24,654,267 impairment of digital assets and a $50,038,650 impairment of property and equipment. We
  recognized a net loss of $11,869,453 for the nine months ended September 30, 2023, representing a change of $24.7 million from a net loss
  of $36.6 million for the nine months ended September 30, 2022. We may continue to incur losses and may have additional impairment of digital
  assets, as we continue to work to shift and grow our digital assets business. Our operations are focused on our bitcoin mining business
  located at our bitcoin mining facilities in the United States, Canada and Iceland, as well as our Ethereum staking operations. Our current
  business, including our growth strategy for our business, involves an industry that is itself new and constantly evolving and is subject
  risks, many of which are discussed below. See &ldquo;<I>Digital Assets Related Risks</I>&rdquo; below.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Our
  results of operations may fluctuate significantly and may not fully reflect the underlying performance of our business.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Our
  results of operations, including the levels of our net revenues, expenses, net loss and other key metrics, may vary significantly in the
  future due to a variety of factors, some of which are outside of our control, and period-to-period comparisons of our operating results
  may not be meaningful, especially given our limited bitcoin mining operating history. We terminated all bitcoin mining operations in China
  in June 2021. Our results of operations for the year ended December 31, 2022 were adversely affected by the material decrease in bitcoins
  mined, including, in part, due to the need to migrate and replace a portion of our miners. We have migrated all miners to the United States
  by the end of November 2021 and expected to have had them and any newly purchased miners operational by year end 2022. However, as a result
  of adverse factors described below, there can be no assurance we will again achieve the level of profitability we experienced in late
  2020 or the first quarter of 2021.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  results for any one quarter are not necessarily an indication of future performance. Fluctuations in quarterly results may adversely affect
  the market price of our Ordinary Shares. Factors that may cause fluctuations in our annual financial results include:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in"><FONT STYLE="font-size: 10pt">the amount and timing of operating expenses related to our new business operations and infrastructure;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in"><FONT STYLE="font-size: 10pt">fluctuations in the price of digital assets; and</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in"><FONT STYLE="font-size: 10pt">general economic, industry and market conditions.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"></P>
  
  <!-- Field: Page; Sequence: 18; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->10<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>We
  may acquire other businesses, form joint ventures or acquire other companies or businesses that could negatively affect our operating
  results, dilute our shareholders&rsquo; ownership, increase our debt or cause us to incur significant expense; notwithstanding the foregoing,
  our growth may depend on our success in uncovering and completing such transactions.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  seek to enter digital assets mining related businesses around the globe. However, we cannot offer any assurance that acquisitions of businesses,
  assets and/or entering into strategic alliances or joint ventures will be successful. We may not be able to find suitable partners or
  acquisition candidates and may not be able to complete such transactions on favorable terms, if at all. If we make any acquisitions, we
  may not be able to integrate these acquisitions successfully into our existing infrastructure. In addition, in the event we acquire any
  existing businesses we could assume unknown or contingent liabilities.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Any
  future acquisitions also could result in the issuance of shares, incurrence of debt, contingent liabilities or future write-offs of intangible
  assets or goodwill, any of which could have a negative impact on our cash flows, financial condition and results of operations. Integration
  of an acquired company may also disrupt ongoing operations and require management resources that otherwise would be focused on developing
  and expanding our existing business. We may experience losses related to potential investments in other companies, which could harm our
  financial condition and results of operations. Further, we may not realize the anticipated benefits of any acquisition, strategic alliance
  or joint venture if such investments do not materialize.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">To
  finance any acquisitions or joint ventures, we may choose to issue Ordinary Shares, preferred shares or a combination of debt and equity
  as consideration, which could significantly dilute the ownership of our existing shareholders or provide rights to such preferred shareholders
  in priority over our Ordinary Shareholders. Additional funds may not be available on terms that are favorable to us, or at all. If the
  price of our Ordinary Shares is low or volatile, we may not be able to acquire other companies or fund a joint venture project using shares
  as consideration.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"><B><I>Our new services and changes
  to existing services could fail to attract or retain users or generate revenue and profits, or otherwise adversely affect our business.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 27pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">Our ability to retain, increase,
  and engage our user base and to increase our revenue depends heavily on our ability to continue to evolve our existing services and to
  create successful new services, both independently and in conjunction with developers or other third parties. We may introduce significant
  changes to our existing services or acquire or introduce new and unproven services, including using technologies with which we have little
  or no prior development or operating experience. For example, we are making significant investments in artificial intelligence&nbsp;(AI)
  initiatives, including providing computing capacity to support AI. These efforts, including the introduction of new services or changes
  to existing services, may result in new or enhanced governmental or regulatory scrutiny, litigation, ethical concerns, or other complications
  that could adversely affect our business, reputation, or financial results. If our new services fail to engage users or developers, or
  if our business plans are unsuccessful, we may fail to attract or retain users or to generate sufficient revenue, operating margin, or
  other value to justify our investments, and our business may be adversely affected.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>From
  time to time we may evaluate and potentially consummate strategic investments, combinations, acquisitions or alliances, which could require
  significant management attention, disrupt our business and adversely affect our financial results.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  may evaluate and consider strategic investments, combinations, acquisitions or alliances in the bitcoin mining or other digital assets
  businesses. These transactions could be material to our financial condition and results of operations if consummated. If we are able to
  identify an appropriate business opportunity, we may not be able to successfully consummate the transaction and, even if we do consummate
  such a transaction, we may be unable to obtain the benefits or avoid the difficulties and risks of such transaction.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Strategic
  investments or acquisitions will involve risks commonly encountered in business relationships, including:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px"><FONT STYLE="font-size: 10pt"></FONT>&#9679;</TD>
      <TD STYLE="text-align: justify">difficulties in assimilating and integrating the operations, personnel, systems, data, technologies, products and services of the acquired business;</TD></TR>
    </TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify">inability of the acquired technologies, products or businesses to achieve expected levels of revenue, profitability, productivity or other benefits;</TD></TR>
    </TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD><FONT STYLE="font-size: 10pt">difficulties in retaining, training, motivating and integrating key personnel;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"></P>
  
  <!-- Field: Page; Sequence: 19; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->11<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in"><FONT STYLE="font-size: 10pt">diversion of management&rsquo;s time and resources from our normal daily operations;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in"><FONT STYLE="font-size: 10pt">difficulties in successfully incorporating licensed or acquired technology and rights into our businesses;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in"><FONT STYLE="font-size: 10pt">difficulties in maintaining uniform standards, controls, procedures and policies within the combined organizations;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in"><FONT STYLE="font-size: 10pt">difficulties in retaining relationships with customers, employees and suppliers of the acquired business;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white; border-collapse: collapse">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify; text-indent: 0in"><FONT STYLE="font-size: 10pt">risks of entering markets, in parts of the United States, in which we have limited or no prior experience;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify">regulatory risks, including remaining in good standing with existing regulatory bodies or receiving any necessary pre-closing or post-closing approvals, as well as being subject to new regulators with oversight over an acquired business; assumption of contractual obligations that contain terms that are not beneficial to us, require us to license or waive intellectual property rights or increase our risk for liability;</TD></TR>
    </TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in"><FONT STYLE="font-size: 10pt">failure to successfully further develop the acquired technology;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify">liability for activities of the acquired business before the acquisition, including intellectual property infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities;</TD></TR>
    </TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in"><FONT STYLE="font-size: 10pt">potential disruptions to our ongoing businesses; and</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in"><FONT STYLE="font-size: 10pt">unexpected costs and unknown risks and liabilities associated with strategic investments or acquisitions.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  may not make any investments or acquisitions, or any future investments or acquisitions may not be successful, may not benefit our business
  strategy, may not generate sufficient revenues to offset the associated acquisition costs or may not otherwise result in the intended
  benefits. In addition, we cannot assure you that any future investment in or acquisition of new businesses or technology will achieve
  market acceptance or prove to be profitable.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>The
  loss of any member of our management team, our inability to execute an effective succession plan, or our inability to attract and retain
  qualified personnel could adversely affect our business.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Our
  success and future growth will depend to a significant degree on the skills and services of our management team, including Mr. Sam Tabar,
  our Chief Executive Officer, and Mr. Erke Huang, our Chief Financial Officer. We will need to continue to grow our management in order
  to alleviate pressure on our existing team and in order to continue to develop our business. If our management team, including any new
  hires that we may make, fails to work together effectively and to execute our plans and strategies on a timely basis, our business could
  be harmed. Furthermore, if we fail to execute an effective contingency or succession plan with the loss of any member of management, the
  loss of such management personnel may significantly disrupt our business.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  loss of key members of management could inhibit our growth prospects. Our future success also depends in large part on our ability to
  attract, retain and motivate key management and operating personnel. As we continue to develop and expand our operations, we may require
  personnel with different skills and experiences, and who have a sound understanding of our business and the bitcoin industry. The market
  for highly qualified personnel in this industry is very competitive, and we may be unable to attract or retain such personnel. If we are
  unable to attract or retain such personnel, our business could be harmed.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  
  <!-- Field: Page; Sequence: 20; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->12<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>We
  incur significant costs and demands upon management and accounting and finance resources as a result of complying with the laws and regulations
  affecting public companies; if we fail to maintain proper and effective internal controls, our ability to produce accurate and timely
  financial statements and otherwise make timely and accurate public disclosure could be impaired, which could harm our operating results,
  our ability to operate our business and our reputation</I></B>.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">As
  a public reporting company, we are required to, among other things, maintain a system of effective internal control over financial reporting.
  Ensuring that we have adequate internal financial and accounting controls and procedures in place so that we can produce accurate financial
  statements on a timely basis is a costly and time-consuming effort that needs to be re-evaluated frequently. Substantial work will continue
  to be required to further implement, document, assess, test and remediate our system of internal controls. As of December 31, 2022, our
  disclosure controls and procedures were not effective and management determined that we did not maintain effective internal control over
  financial reporting due to certain significant deficiencies and material weaknesses. Management is undertaking actions to remediate the
  material weaknesses, but there is no assurance they will be remediated this year.</P>
  
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">If
  our internal control over financial reporting or our disclosure controls are not effective, we may be unable to issue our financial statements
  in a timely manner, we may be unable to obtain the required audit or review of our financial statements by our independent registered
  public accounting firm in a timely manner or we may be otherwise unable to comply with the periodic reporting requirements of the SEC,
  our Ordinary Shares listing on Nasdaq could be suspended or terminated and our share price could materially suffer. In addition, we or
  members of our management could be subject to investigation and sanction by the SEC and other regulatory authorities and to shareholder
  lawsuits, which could impose significant additional costs on us and divert management attention.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>If
  we cannot maintain our corporate culture as we grow, we could lose the innovation, collaboration and focus that contribute to our business.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  believe that a critical component of our success is our corporate culture, which we believe fosters innovation, encourages teamwork and
  cultivates creativity. As we continue to grow, we may find it difficult to maintain these valuable aspects of our corporate culture. Any
  failure to preserve our culture could negatively impact our future success, including our ability to attract and retain employees, encourage
  innovation and teamwork and effectively focus on and pursue our corporate objectives.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>We
  do not have any business interruption or disruption insurance coverage.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Currently,
  we do not have any business liability or disruption insurance to cover our operations, other than director&rsquo;s and officer&rsquo;s
  liability insurance. We have determined that the costs of insuring for these risks and the difficulties associated with acquiring such
  insurance on commercially reasonable terms make it impractical for us to have such insurance. Any uninsured business disruptions may result
  in our incurring substantial costs and the diversion of resources, which could have an adverse effect on our results of operations and
  financial condition.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>If
  we are unable to successfully continue our digital assets business plan, it would affect our financial and business condition and results
  of operations.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">There
  are various risks related to execution of our digital assets business plans. These efforts include the risk that these efforts may not
  provide the expected benefits in our anticipated time frame, if at all, and may prove costlier than expected; and the risk of adverse
  effects to our business, results of operations and liquidity if past and future undertakings, and the associated changes to our business,
  do not prove to be cost effective or do not result in the cost savings and other benefits at the levels that we anticipate. The execution
  of our business plan, and the timing of any related initiatives, are subject to change at any time based on management&rsquo;s subjective
  evaluation of our overall business needs. If we are unable to successfully execute our business plan, whether due to failure to realize
  the anticipated benefits from our business initiatives in the anticipated time frame or otherwise, we may be unable to achieve our financial
  targets.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"></P>
  
  <!-- Field: Page; Sequence: 21; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->13<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Failure
  to manage our liquidity and cash flows may materially and adversely affect our financial conditions and results of operations. As a result,
  we may need additional capital, and financing may not be available on terms acceptable to us, or at all.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Since
  May 20, 2021, we drew down an aggregate of $80 million under the Ionics Purchase Agreement and also raised $80 million of gross proceeds
  in our September 2021 private placement. We incurred a net loss of $11,869,453 for the nine months ended September 30, 2023. We incurred
  a net loss of $105,296,603 for the year ended December 31, 2022, which included a $24,654,267 impairment of digital assets and a $50,038,650
  impairment of property and equipment. We had negative cash flows from our operating activities of $23,234,474, $8,496,028, $17,351,892
  and $971,690 for the nine months ended September 30, 2023, and the years ended December 31, 2022, 2021 and 2020, respectively. Negative
  cash flow during fiscal year 2022 resulted, in part, from a net loss of approximately $105 million, including $27,829,730 of depreciation
  of property and equipment and $50,038,650 of impairment of property and equipment. Negative cash flow during fiscal 2021 resulted, in
  part, from $13,113,964 of depreciation of property and equipment and $20,461,318&nbsp;of share-based compensation related to restricted
  share units. We cannot assure you our business model will allow us to continue to generate positive cash, given our substantial expenses
  in relation to our revenue at this stage of our Company&rsquo;s development. Our inability to offset our expenses with adequate revenue
  will adversely affect our liquidity, financial condition and results of operations. Although we have adequate cash on hand and have drawn
  down on an effective $500 million at the market shelf registration statement and anticipated cash flows from operating activities are
  expected to be sufficient to meet our anticipated working capital requirements and capital expenditures in the ordinary course of business
  for the next 12 months, we cannot assure you that will be the case. We expect to need additional cash resources in the future as we wish
  to pursue opportunities for investment, acquisition, capital expenditure or similar actions in order to implement our business plan. The
  issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result
  in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing
  will be available in amounts or on terms acceptable to us, if at all.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Our
  cash balances are held at a number of financial institutions that expose us to their credit risk</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  maintain our cash and cash equivalents at financial or other intermediary institutions. The combined account balances at each institution
  typically exceed FDIC insurance coverage of $250,000 per depositor, and, as a result, there is a concentration of credit risk related
  to amounts on deposit in excess of FDIC insurance coverage. At September 30, 2023, substantially all of our cash and cash equivalent balances
  held at financial institutions exceeded FDIC insured limits. While we did not have any direct exposure to Silicon Valley Bank, Signature
  Bank, or First Republic, which suffered severe liquidity losses during 2023, if other banks and financial institutions enter receivership
  or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, our ability,
  and the ability of our customers, clients and vendors, to access existing cash, cash equivalents and investments, or to access existing
  or enter into new banking arrangements or facilities, may be threatened and could have a material adverse effect on our business and financial
  condition.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><U>Digital Assets Related
  Risks</U></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Our
  results of operations are expected to be impacted by significant fluctuation of digital asset prices</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  price of bitcoin has experienced significant fluctuations over its existence and may continue to fluctuate significantly in the future.
  Bitcoin prices ranged from approximately $3,792 per coin as of December 31, 2018; $7,220 per coin as of December 31, 2019; $28,922 per
  coin as of December 31, 2020; to $46,306 per coin as of December 31, 2021, a low of $15,599.05 as of November 21, 2022 and a high of $48,086.84
  as of March 28, 2022, and a low of $16,521.13 as of January 1, 2023 and a high of $44,705.52 as of December 26, 2023 according to CoinMarketCap.
  The price of ETH has likewise experienced significant fluctuation over its existence since we started the ETH staking business in the
  fourth quarter of 2022. Ethereum prices ranged from a low of $896.11 as of June 18, 2022 and a high of $3,876.79 as of January 4, 2022,
  and a low of $1,192.89 as of January 1, 2023 and a high of $2,401.76 as of December 9, 2023 according to CoinMarketCap.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  expect our results of operations to continue to be affected by the digital asset prices as most of our revenue has been from bitcoin mining
  production. As of December 26, 2023, the price of bitcoin has increased to $42,520.40 according to CoinMarketCap. The reductions in the
  price of bitcoin, during year ended December 31, 2022, had a material and adverse effect on our results of operations and financial condition.
  We cannot assure you that the bitcoin price will remain high enough to sustain our operation or that the bitcoin price will not decline
  significantly in the future. Certain of our mining operations are costly and we have not yet powered back on, as it is not economical
  to do so. Fluctuations in the digital asset prices can have had and are expected to continue to have an immediate impact on the trading
  price of our Ordinary Shares even before our financial performance is affected, if at all.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"></P>
  
  <!-- Field: Page; Sequence: 22; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->14<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Various
  factors, mostly beyond our control, could impact the bitcoin price. For example, the bankruptcy filings and regulatory proceedings described
  below, as well as the usage of bitcoins in the retail and commercial marketplace is relatively low in comparison with the usage for speculation,
  which contributes to bitcoin&rsquo;s price volatility. Additionally, the reward for bitcoin mining will decline over time, with the last
  halving event occurred in May 2020 and next one to occur in or about April 2024, which may further contribute to bitcoin price volatility.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Our
  operating results have and will significantly fluctuate due to the highly volatile nature of digital assets.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">All
  of our sources of revenue are dependent on digital assets and the broader crypto-economy. Due to the highly volatile nature and the prices
  of digital assets, our operating results have, and will continue to, fluctuate significantly from quarter to quarter in accordance with
  market sentiments and movements in the broader digital assets economy. Our operating results will continue to fluctuate significantly
  as a result of a variety of factors, many of which are unpredictable and in certain instances are outside of our control, including, but
  not limited to:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">our ability to continue to mine bitcoin and acceptance of digital assets as a result of reputational harm from bankruptcies and regulatory proceedings;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">changes in the legislative or regulatory environment, or actions by governments or regulators, including fines, orders, or consent decrees;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">regulatory changes that impact our ability to mine various digital assets;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">our ability to diversify and grow our business;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">investments we make in the development of our business as well as technology offered to our industry partners and sales and marketing;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">mining new digital assets in compliance with the Federal securities laws and other compliance regulations;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">macroeconomic conditions;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">adverse legal proceedings or regulatory enforcement actions, judgments, settlements, or other legal proceeding and enforcement-related costs;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">increases in operating expenses that we expect to incur to grow and expand our operations and to remain competitive;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">breaches of security or privacy;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">our ability to attract and retain talent; and</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">our ability to compete with our competitors.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">As
  a result of these factors, it is difficult for us to forecast growth trends accurately and our business and future prospects are difficult
  to evaluate, particularly in the short term. In view of the rapidly evolving nature of our business and the digital assets industry, period-to-period
  comparisons of our operating results may not be meaningful, and you should not rely upon them as an indication of future performance.
  Quarterly and annual expenses reflected in our financial statements may be significantly different from historical or projected rates.
  Our operating results in one or more future quarters may fall below the expectations of securities analysts and investors. As a result,
  the trading price of our Ordinary Shares may increase or decrease significantly.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"></P>
  
  <!-- Field: Page; Sequence: 23; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->15<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Our
  future success continues to depend, in part, upon the value of bitcoin, which the value of bitcoin may be subject to pricing risk and
  has historically been subject to wide swings</I>.</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Our
  operating results continue to depend, in part, upon the value of bitcoin. Specifically, our revenues from our bitcoin mining operations
  are principally based upon two factors: (1) the number of bitcoin rewards we successfully mine and (2) the value of bitcoin. We also receive
  transaction fees paid in bitcoin by participants who initiated transactions associated with new blocks that we mine. In addition, our
  operating results are directly impacted by changes in the value of bitcoin, because under the value measurement model, both realized and
  unrealized changes are reflected in our statement of operations (i.e., we will be marking bitcoin to fair value each quarter). This means
  that our operating results are subject to swings based upon increases or decreases in the value of bitcoin. Furthermore, our strategy
  has focused primarily on bitcoin (as opposed to other digital assets). Further, our current application-specific integrated circuit (&ldquo;ASIC&rdquo;)
  machines (which we refer to as &ldquo;miners&rdquo;) are principally utilized for mining bitcoin and bitcoin cash and cannot mine other
  digital assets, such as ETH, that are not mined utilizing the &ldquo;SHA-256 algorithm.&rdquo; If other digital assets were to achieve
  acceptance at the expense of bitcoin or bitcoin cash (a variant form of bitcoin created in 2017 by a hard fork of the bitcoin blockchain)
  causing the value of bitcoin or bitcoin cash to decline, or if bitcoin were to switch its proof of work algorithm from SHA-256 to another
  algorithm for which our miners are not specialized, or the value of bitcoin or bitcoin cash were to decline for other reasons, particularly
  if such decline were significant or over an extended period of time, our operating results would be adversely affected, and there could
  be a material adverse effect on our ability to continue as a going concern or to pursue our business strategy at all, which could have
  a material adverse effect on our business, prospects or operations, and harm investors.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Bitcoin
  and other digital asset prices, which have historically been volatile and are impacted by a variety of factors (including those discussed
  in the previous risk factor), are determined primarily using data from various exchanges, over-the-counter markets and derivative platforms.
  As described above, the digital assets industry has been negatively affected by recent bankruptcies. Furthermore, such prices may be subject
  to factors such as those that impact commodities, more so than business activities, which could be subjected to additional influence from
  fraudulent or illegitimate actors, real or perceived scarcity, and political, economic, regulatory or other conditions. Pricing may be
  the result of, and may continue to result in, speculation regarding future appreciation in the value of digital assets, or our share price,
  inflating and making their market prices more volatile or creating &ldquo;bubble&rdquo; type risks for both bitcoin and our Ordinary Shares.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Unfavorable
  Digital Asset Market Conditions</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  prices of digital assets, including bitcoin, have experienced substantial volatility, as described above. During the year 2022, a number
  of companies in the digital assets industry have declared bankruptcy, including Core Scientific, Celsius Network, Voyager Digital Ltd.,
  Three Arrows Capital, BlockFi, and FTX Trading Ltd. (&ldquo;FTX&rdquo;) and concerning us, Compute North, as described in the following
  risk factor. Such bankruptcies have contributed, at least in part, to further price decreases in bitcoin and other digital assets, a loss
  of confidence in the participants of the digital asset ecosystem and negative publicity surrounding digital assets more broadly. The bankruptcies
  also led to various SEC and criminal enforcement proceedings. All of the foregoing has had a macro decline in the price of securities
  of digital asset companies, including ours.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Other
  than Compute North, we have not been directly impacted by any of the recent bankruptcies in the digital asset space, as we have no contractual
  privity or relationship to the relevant parties. The Company relocated its miners out of Compute North&rsquo;s facilities to those hosted
  by Blockfusion and Coinmint in New York State. However, termination of the Master Agreement with Compute North had an adverse effect on
  the Company&rsquo;s business and financial condition.&nbsp; We are dependent on the overall digital assets industry, and such recent events
  have contributed, at least in part, to our and our peers stock price as well as the price of bitcoin. If the liquidity of the digital
  assets markets continues to be negatively impacted, digital asset prices (including the price of bitcoin) may continue to experience significant
  volatility and confidence in the digital asset markets may be further undermined. A perceived lack of stability in the digital asset exchange
  market and the closure or temporary shutdown of digital asset exchanges due to business failure, hackers or malware, government-mandated
  regulation, or fraud, may reduce confidence in digital asset networks and result in greater volatility in digital asset values. Any of
  these events may adversely affect our operations and results of operations and, consequently, an investment in us.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"></P>
  
  <!-- Field: Page; Sequence: 24; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->16<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>We
  may be unable to raise additional capital needed to grow our business.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  have operated and expect to continue to operate at a loss at least in the near term, if bitcoin prices decline further, or until we are
  able to profitably stake ETH. In addition, we expect to need to raise additional capital to expand our operations, pursue our growth strategies
  and to respond to competitive pressures or working capital requirements. While we have an effective $500,000,000 at the market shelf registration
  statement, we may not be able to obtain additional debt or equity financing on favorable terms, which could impair our growth and adversely
  affect our existing operations. The global economy, including credit and financial markets, has experienced extreme volatility and disruptions,
  including diminished credit availability, rising interest and inflation rates, declines in consumer confidence, declines in economic growth,
  increases in unemployment rates and uncertainty about economic stability. Such macroeconomic conditions could also make it more difficult
  for us to incur additional debt or obtain equity financing. Further, the digital assets industry has been negatively impacted by recent
  event such as the bankruptcies described in the prior risk factor above and the criminal proceedings brought against FTX Trading Ltd.
  and Binace US. In response to these events, the digital asset markets, including the market for bitcoin and ETH specifically, have experienced
  extreme price volatility and several other entities in the digital asset industry have been, and may continue to be, negatively affected,
  further undermining confidence in the digital assets markets. In light of conditions impacting our industry, it may be more difficult
  for us to obtain equity or debt financing in the future.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">If
  we raise additional equity financing, our shareholders may experience significant dilution of their ownership interests, and the per share
  value of our Ordinary Shares could decline. Furthermore, if we engage in debt financing, of which we have no present intention, the holders
  of debt likely would have priority over the holders of our Ordinary Shares on order of payment preference. We may be required to accept
  terms that restrict our ability to incur additional indebtedness, take other actions including accepting terms that require us to maintain
  specified liquidity or other ratios that could otherwise not be in the interests of our shareholders.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>The
  impact of government responses to mining activity is uncertain.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Because
  of environmental-impact concerns related to the potential high demand for electricity to support digital asset mining activity, political
  concerns, and for other reasons, we may be required to cease mining operations in certain locations in the world without much or any prior
  notice by a national or local government&rsquo;s formal or informal requirement or because of the anticipation of an impending requirement.
  For example, the Chinese government has required the mining of digital assets to be discontinued on very short notice in 2021. We had
  already migrated our bitcoin mining assets out of China to North America by September 2021; however, in light of the Chinese government&rsquo;s
  actions, it still had had a material adverse effect on our operations in 2021.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Such
  government action had a negative impact not only on the value of existing miners owned by us but also on our ability to dispose of obsolete
  miners and to purchase new miners and the prices to acquire the same. Such government action also had a significant impact on the price
  of bitcoin, including an increase in the volatility of the price (both up and down) of bitcoin and the price and value of miners owned
  by us (both up and down). These events had a negative impact on our earnings in 2022 and 2023.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Our
  mining operating costs outpace our mining revenues, which could seriously harm our business or increase our losses.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Our
  mining operations are costly, and our expenses may increase in the future. We intend to use funds on hand and from shares sold under an
  effective registration statement to continue to purchase bitcoin mining machines if our operating costs are lower than the value of bitcoin.
  This expense increase may not be offset by a corresponding increase in revenue. Our expenses may be greater than we anticipate, and our
  investments to make our business more efficient may not succeed and may outpace monetization efforts. Increases in our costs without a
  corresponding increase in our revenue would increase our losses and could seriously harm our business and financial performance.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>We
  have an evolving business model which is subject to various uncertainties.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">As
  digital assets may become more widely available, we expect the services and products associated with them to evolve. In order to stay
  current with the industry, our business model requires us to evolve as well. From time to time, we have modified and will continue to
  modify aspects of our business model relating to our strategy. We cannot offer any assurance that these or any other modifications will
  be successful or will not result in harm to our business. We may not be able to manage growth effectively, which could damage our reputation,
  limit our growth and negatively affect our operating results. Further, we cannot provide any assurance that we will successfully identify
  all emerging trends and growth opportunities in this business sector, and we may lose out on those opportunities. Such circumstances could
  have a material adverse effect on our business, prospects or operations.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  
  <!-- Field: Page; Sequence: 25; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->17<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>The
  properties included in our mining network may experience damage, including damage that is not covered by insurance.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">As
  of September 30, 2023, our mining operations in the states of Texas, Kentucky and New York in the United States and in Canada and Iceland
  are, and any future mining sites we may establish will be, subject to a variety of risks relating to physical condition and operation,
  including, but not limited to:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in"><FONT STYLE="font-size: 10pt">the presence of construction or repair defects or other structural or building damage;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify">any noncompliance with or liabilities under applicable environmental, health or safety regulations or requirements or building permit requirements;</TD></TR>
    </TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify">any damage resulting from natural disasters, such as hurricanes, earthquakes, fires, floods and windstorms; and</TD></TR>
    </TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in"><FONT STYLE="font-size: 10pt">claims by employees and others for injuries sustained at our properties.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">For
  example, our mines could be rendered inoperable, temporarily or permanently, as a result of a fire or other natural disaster, the coronavirus
  or another pandemic, or by a terrorist or other attack. The security and other measures we take to protect against these risks may not
  be sufficient. Additionally, our mines could be materially adversely affected by a power outage or loss of access to the electrical grid
  or loss by the grid of cost- effective sources of electrical power generating capacity. Given the power requirements of our mines, it
  would not be feasible to run miners on back- up power generators in the event of a power outage. We do not have any insurance to cover
  the replacement cost of any lost or damaged miners, or any interruption of our mining activities. In the event of an uninsured loss, such
  mines may not be adequately repaired in a timely manner or at all, and we may lose some or all of the future revenues anticipated to be
  derived from such mines.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>From
  time to time, our service providers have been unable to supply sufficient electric power for us to operate our miners, which has adversely
  affected our operations, causing us to relocate some or all of our miners to an alternative facility, which may have a less advantageous
  cost structure and our business and results of operations may suffer as a result.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  made a significant capital investment in purchasing second-hand miners in order to implement them rapidly to mine bitcoin at prices advantageous
  to us. Management believes, based on its knowledge of the industry, that the Hosting Agreements provided many advantages as opposed to
  other alternative arrangements. However, we have since been required to deploy or move our miners from their current hosting service providers
  to other mining facilities, and we may be forced to accept less advantageous terms. Further, during relocation to a new mining facility,
  we will not be able to operate our miners and therefore we will not be able to generate revenue.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">From
  May until September 2022, power was offline at the Niagara Falls, New York facility hosted by BlockFusion, due to an explosion and subsequent
  fire. We have estimated the loss of revenue at the Blockfusion site through September 13, 2022 to be approximately $3,200,000. Our methodology
  is based on the historical rate for those impacted miners and the average bitcoin and ETH earned during the above period. Shortly after
  power was restored, the Company and BlockFusion received a notice from the City of Niagara Falls, New York directing BlockFusion to cease
  and desist its cryptocurrency mining activities at Blockfusion&rsquo;s Niagara Falls facility. We relocated our miners from Blockfusion
  facilities to Digihost, Soluna and Bitdeer after our service agreement with Blockfusion ended in September 2023. &nbsp;The loss of power
  at Blockfusion facilities has had a material adverse effect on our operations.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">During
  the same time, a portion of our miners were offline and power has only been partially used&nbsp; at our hosting partner Digihost&rsquo;s
  facility at North Tonawanda, New York. Based on the historical miner model hosted by Digihost, we calculated our loss at Digihost (based
  on a hash rate of 60 TH/s and power consumption of 3000W) to be non-material in 2022. We have not yet powered on these miners at the Digihost
  facilities in 2023, as it is not currently economical to do so.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  
  <!-- Field: Page; Sequence: 26; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->18<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">As
  a result of the bankruptcy filing by Compute North on September 22, 2022, as described above, we have experienced service disruptions.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">If
  we are unable to secure sufficient power supply from the current hosting service providers, or if the current hosting service providers
  are unable to supply sufficient electric power, we may be forced to seek out alternative mining facilities. Should this occur, our operations
  may be disrupted, which may have a material adverse effect on our operations.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>If
  our Hosting Agreements with the current hosting service providers in the U.S. and Canada are terminated, we may be forced to seek a replacement
  facility to operate our miners on acceptable terms; should this occur, our operations may be disrupted, which may have a material adverse
  effect on our operations.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Relocating
  our miners, as we did to migrate from China and from Compute North and Core Scientific facilities and Blockfusion facilities, required
  us to incur costs to transition to a new facility including, but not limited to, transportation expenses and insurance, downtime while
  we are unable to mine, legal fees to negotiate the new lease, de-installation at our current facility and, ultimately, installation at
  any new facility we identify. These costs may be substantial, and we cannot guarantee that we will be successful in transitioning our
  miners to a new facility. Since we are required to move our miners, our business may suffer, and our results of operations would be expected
  to be materially adversely affected.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>The
  development and acceptance of cryptographic and algorithmic protocols governing the issuance of and transactions in digital assets is
  subject to a variety of factors that are difficult to evaluate.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  use of digital assets to, among other things, buy and sell goods and services and complete transactions, is part of a new and rapidly
  evolving industry that employs bitcoin assets based upon a computer-generated mathematical and/or cryptographic protocol. Large-scale
  acceptance of digital assets as a means of payment has not, and may never, occur. The growth of this industry in general, and the use
  of bitcoin, in particular, is subject to a high degree of uncertainty, and the slowing or stopping of the development or acceptance of
  developing protocols may occur unpredictably. The factors include, but are not limited to:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">continued worldwide growth in the adoption and use of digital assets as a medium to exchange;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD>governmental and quasi-governmental regulation of digital assets and their use, or restrictions on or regulation of access to and operation of the network or similar bitcoin systems;</TD></TR>
    </TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">changes in consumer demographics and public tastes and preferences;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">the maintenance and development of the open-source software protocol of the network;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">the increased consolidation of contributors to the bitcoin blockchain through mining pools;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD>the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies;</TD></TR>
    </TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">the use of the networks supporting digital assets for developing smart contracts and distributed applications;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">general economic conditions and the regulatory environment relating to digital assets; and</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">negative consumer sentiment and perception of bitcoin specifically and digital assets generally.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  outcome of these factors could have negative effects on our ability to continue as a going concern or to pursue our business strategy
  at all, which could have a material adverse effect on our business, prospects or operations as well as potentially negative effect on
  the value of any bitcoin or other digital assets we mine or otherwise acquire or hold for our own account, which would harm investors
  in our securities.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  
  <!-- Field: Page; Sequence: 27; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->19<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Banks
  and financial institutions may not provide banking services, or may cut off services, to businesses that engage in cryptocurrency-related
  activities or that accept digital assets as payment, including financial institutions of investors in our securities.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">A number
  of companies that engage in bitcoin and/or other bitcoin-related activities have been unable to find banks or financial institutions that
  are willing to provide them with bank accounts and other services. This is particularly true as a result of recent bank failures, which
  were connected to cryptocurrency activities. Similarly, a number of companies and individuals or businesses associated with digital assets
  may have had and may continue to have their existing bank accounts closed or services discontinued with financial institutions in response
  to government action, particularly in China, where regulatory response to digital assets has been to exclude their use for ordinary consumer
  transactions within its jurisdiction.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Subject
  to such restrictions, we also may be unable to obtain or maintain these services for our business. The difficulty that many businesses
  in our industry and in related industries have and may continue to have in finding banks and financial institutions willing to provide
  them services may now, and in the future, decrease the usefulness of digital assets as a payment system, harm public perception of digital
  assets and decrease their usefulness.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  usefulness of digital assets as a payment system and the public perception of digital assets could be damaged if banks or financial institutions
  were to close the accounts of businesses engaging in bitcoin and/or other bitcoin-related activities. This could occur as a result of
  compliance risk, cost, government regulation or public pressure. The risk applies to securities firms, clearance and settlement firms,
  national stock and derivatives on commodities exchanges, the over-the-counter market, and the Depository Trust Company, which, if any
  of such entities adopts or implements similar policies, rules or regulations, could negatively affect our relationships with financial
  institutions and impede our ability to convert digital assets to fiat currencies. Such factors could have a material adverse effect on
  our ability to continue as a going concern or to pursue our new strategy at all, which could have a material adverse effect on our business,
  prospects or operations and harm investors.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Cyberattacks
  and security breaches of our system, or those impacting our third parties, could adversely impact our brand and reputation and our business,
  operating results, and financial condition.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Our
  business involves the collection, storage, processing, and transmission of confidential information, employee, service provider, and other
  personal data. We have built our system on the premise that we maintain a secure way to secure, store, and transact in digital assets.
  As a result, any actual or perceived security breach of us or our third-party partners may:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">harm our reputation and brand;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">result in our systems or services being unavailable and interrupt our operations;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">result in improper disclosure of data and violations of applicable privacy and other laws;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">result in significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, and financial exposure;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">cause us to incur significant remediation costs;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">lead to theft or irretrievable loss of our fiat currencies or digital assets;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">divert the attention of management from the operation of our business; and</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">adversely affect our business and operating results.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  
  <!-- Field: Page; Sequence: 28; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->20<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Further,
  any actual or perceived breach or cybersecurity attack directed at other financial institutions or digital asset companies, whether or
  not we are directly impacted, could lead to a general loss of customer confidence in the digital asset industry or in the use of technology
  to conduct financial transactions, which could negatively impact us, including the market perception of the effectiveness of our security
  measures and technology infrastructure.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">An
  increasing number of organizations, including large merchants, businesses, technology companies, and financial institutions, as well as
  government institutions, have disclosed breaches of their information security systems, some of which have involved sophisticated and
  highly targeted attacks, including on their websites, mobile applications, and infrastructure.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Attacks
  upon systems across a variety of industries, including the digital asset industry, are increasing in their frequency, persistence, and
  sophistication, and, in many cases, are being conducted by sophisticated, well-funded, and organized groups and individuals, including
  state actors. The techniques used to obtain unauthorized, improper, or illegal access to systems and information (including customers&rsquo;
  personal data and digital assets), disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect
  quickly, and often are not recognized or detected until after they have been launched against a target. These attacks may occur on our
  systems or those of our third-party service providers or partners. Certain types of cyberattacks could harm us even if our systems are
  left undisturbed. For example, attacks may be designed to deceive employees and service providers into releasing control of our systems
  to a hacker, while others may aim to introduce computer viruses or malware into our systems with a view to stealing confidential or proprietary
  data. Additionally, certain threats are designed to remain dormant or undetectable until launched against a target and we may not be able
  to implement adequate preventative measures.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Although
  we have developed systems and processes designed to protect the data we manage, prevent data loss and other security breaches, effectively
  respond to known and potential risks, and expect to continue to expend significant resources to bolster these protections, there can be
  no assurance that these security measures will provide absolute security or prevent breaches or attacks. We have &nbsp;&nbsp;experienced
  from time to time, and may experience in the future, breaches of our security measures due to human error, malfeasance, insider threats,
  system errors or vulnerabilities, or other irregularities. Unauthorized parties have attempted, and we expect that they will continue
  to attempt, to gain access to our systems and facilities, as well as those of our customers, partners, and third-party service providers,
  through various means, including hacking, social engineering, phishing, and attempting to fraudulently induce individuals (including employees,
  service providers, and our customers) into disclosing usernames, passwords, payment card information, or other sensitive information,
  which may, in turn, be used to access our information technology systems and our digital assets. Threats can come from a variety of sources,
  including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, and insiders. Certain threat actors may be
  supported by significant financial and technological resources, making them even more sophisticated and difficult to detect. As a result,
  our costs and the resources we devote to protecting against these advanced threats and their consequences may continue to increase over
  time.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>The
  impact of geopolitical and economic events on the supply and demand for digital assets is uncertain.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Geopolitical
  crises may motivate large-scale purchases of bitcoin and other digital assets, which could increase the price of bitcoin and other digital
  assets rapidly. This may increase the likelihood of a subsequent price decrease as crisis-driven purchasing behavior dissipates, adversely
  affecting the value of our inventory following such downward adjustment. Such risks are similar to the risks of purchasing commodities
  in general uncertain times, such as the risk of purchasing, holding or selling gold. Alternatively, as an emerging asset class with limited
  acceptance as a payment system or commodity, global crises and general economic downturn may discourage investment in digital assets as
  investors focus their investment on less volatile asset classes as a means of hedging their investment risk.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">As
  an alternative to fiat currencies that are backed by central governments, digital assets, which are relatively new, are subject to supply
  and demand forces. How such supply and demand will be impacted by geopolitical events is largely uncertain, but could be harmful to us
  and investors in our Ordinary Shares. Political or economic crises, including recent bank failures, may motivate large-scale acquisitions
  or sales of digital assets either globally or locally. Such events could have a material adverse effect on our ability to continue as
  a going concern or to pursue our new strategy at all, which could have a material adverse effect on our business, prospects or operations
  and potentially the value of any bitcoin or any other digital assets we mine or otherwise acquire or hold for our own account.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  
  <!-- Field: Page; Sequence: 29; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->21<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Acceptance
  and/or widespread use of bitcoin is uncertain.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Currently,
  there is a relatively limited use of any bitcoin in the retail and commercial marketplace, thus contributing to price volatility that
  could adversely affect an investment in our securities. Banks and other established financial institutions may refuse to process funds
  for bitcoin transactions, process wire transfers to or from bitcoin exchanges, bitcoin-related companies or service providers, or maintain
  accounts for persons or entities transacting in bitcoin. Conversely, a significant portion of bitcoin demand is generated by investors
  seeking a long-term store of value or speculators seeking to profit from the short- or long-term holding of the asset. Price volatility
  undermines any bitcoin&rsquo;s role as a medium of exchange, as retailers are much less likely to accept it as a form of payment. Market
  capitalization for a bitcoin as a medium of exchange and payment method may always be low.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  relative lack of acceptance of bitcoins in the retail and commercial marketplace, or a reduction of such use, limits the ability of end
  users to use them to pay for goods and services. Such lack of acceptance or decline in acceptances could have a material adverse effect
  on our ability to continue as a going concern or to pursue our business strategy at all, which could have a material adverse effect on
  our business, prospects or operations and potentially the value of bitcoins we mine or otherwise acquire or hold for our own account.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Transactional
  fees may decrease demand for bitcoin and prevent expansion.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Currently,
  miners receive both rewards of new bitcoin and transaction fees paid in bitcoin by persons engaging in bitcoin transactions on the bitcoin
  blockchain for being the first to solve bitcoin blocks. As the number of bitcoins currency rewards awarded for solving a block in a blockchain
  decreases, the incentive for miners to continue to contribute to the bitcoin network may transition from a set reward and transaction
  fees to solely transaction fees. This transition could be accomplished by miners independently electing to record in the blocks they solve
  only those transactions that include payment of the highest transaction fees. If transaction fees paid for bitcoin transactions become
  too high, the marketplace may be reluctant to accept bitcoin as a means of payment and existing users may be motivated to switch from
  bitcoin to another digital asset or to fiat currency. Either the requirement from miners of higher transaction fees in exchange for recording
  transactions in a blockchain or a software upgrade that automatically charges fees for all transactions may decrease demand for bitcoin
  and prevent the expansion of the bitcoin network to retail merchants and commercial businesses, resulting in a reduction in the price
  of bitcoin that could adversely impact an investment in our securities. Decreased use of and demand for bitcoin may adversely affect its
  value and result in a reduction in the price of bitcoin and, consequently, the value of our Ordinary Shares.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  decentralized nature of the governance of bitcoin systems may lead to ineffective decision making that slows development or prevents a
  network from overcoming emergent obstacles. Governance of many bitcoin systems is by voluntary consensus and open competition with no
  clear leadership structure or authority. To the extent lack of clarity in corporate governance of bitcoin systems leads to ineffective
  decision making that slows development and growth of such digital assets, the value of our Ordinary Shares may be adversely affected.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>There
  is a lack of liquid markets for digital assets, and blockchain/bitcoin-based assets are susceptible to potential manipulation.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Digital
  assets that are represented and trade on a ledger-based platform may not necessarily benefit from viable trading markets. Stock exchanges
  have listing requirements and vet issuers; requiring them to be subjected to rigorous listing standards and rules and monitor investors
  transacting on such platform for fraud and other improprieties. These conditions may not necessarily be replicated on a distributed ledger
  platform, depending on the platform&rsquo;s controls and other policies. As described above under &ldquo;<I>Unfavorable Digital Asset
  Market Conditions</I>,&rdquo; recent bankruptcies in the digital assets industry involved platforms which were not publicly listed without
  regulatory supervision. The laxer a distributed ledger platform is about vetting issuers of bitcoin assets or users that transact on the
  platform, the higher the potential risk for fraud or the manipulation of the ledger due to a control event. These factors may decrease
  liquidity or volume or may otherwise increase volatility of investment securities or other assets trading on a ledger-based system, which
  may adversely affect us. Such circumstances could have a material adverse effect on our ability to continue as a going concern or to pursue
  our business strategy at all, which could have a material adverse effect on our business, prospects or operations and potentially the
  value of any bitcoin or other digital assets we mine or otherwise acquire or hold for our own account and harm investors.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  
  <!-- Field: Page; Sequence: 30; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->22<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Our
  operations, investment strategies and profitability may be adversely affected by competition from other methods of investing in digital
  assets.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  compete with other users and/or companies that are mining digital assets and other potential financial vehicles, including securities
  backed by or linked to digital assets through entities similar to us. Market and financial conditions, and other conditions beyond our
  control, may make it more attractive to invest in other financial vehicles, or to invest in digital assets directly, which could limit
  the market for our shares and reduce their liquidity. The emergence of other financial vehicles and exchange-traded funds have been scrutinized
  by regulators and such scrutiny and the negative impressions or conclusions resulting from such scrutiny could be applicable to us and
  impact our ability to successfully pursue our business strategy or operate at all, or to maintain a public market for our securities.
  Such circumstances could have a material adverse effect on our ability to continue as a going concern or to pursue our business strategy
  at all, which could have a material adverse effect on our business, prospects or operations and potentially the value of any bitcoin or
  other digital assets we mine or otherwise acquire or hold for our own account, and harm investors.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>The
  development and acceptance of competing blockchain platforms or technologies may cause consumers to use alternative distributed ledgers
  or other alternatives.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  development and acceptance of competing blockchain platforms or technologies may cause consumers to use alternative distributed ledgers
  or an alternative to distributed ledgers altogether. Our business utilizes presently existent digital ledgers and blockchains and we could
  face difficulty adapting to emergent digital ledgers, blockchains, or alternatives thereto. This may adversely affect us and our exposure
  to various blockchain technologies and prevent us from realizing the anticipated profits from our investments. Such circumstances could
  have a material adverse effect on our ability to continue as a going concern or to pursue our business strategy at all, which could have
  a material adverse effect on our business, prospects or operations and potentially the value of any bitcoin or other digital assets we
  mine or otherwise acquire or hold for our own account, and harm investors.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Our
  digital assets may be subject to loss, theft or restriction on access.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">There
  is a risk that some or all of our digital assets, including bitcoin, ETH, liquid staking tokens and/or USD Coin could be lost, stolen
  or destroyed. Digital assets are stored in platforms commonly referred to as &ldquo;wallets&rdquo; by holders of bitcoins which may be
  accessed to exchange a holder&rsquo;s bitcoin assets. Access to our digital assets could also be restricted by cybercrime (such as a denial-of-service
  attack) against a service at which we maintain a hosted hot wallet. We believe that our digital assets will be an appealing target to
  hackers or malware distributors seeking to destroy, damage or steal our digital assets. See Risk Factor &ldquo;<I>Cyberattacks and security
  breaches of our system, or those impacting our third parties, could adversely impact our brand and reputation and our business, operating
  results, and financial condition</I>.&rdquo; A hot wallet refers to any bitcoin wallet that is connected to the Internet. Generally, hot
  wallets are easier to set up and access than wallets in cold storage, but they are also more susceptible to hackers and other technical
  vulnerabilities. Cold storage refers to any bitcoin wallet that is not connected to the Internet. Cold storage is generally more secure
  from external attack than hot storage but is not ideal for quick or regular transactions and we may experience lag time in our ability
  to respond to market fluctuations in the price of our bitcoin assets. Moreover, cold storage may increase the risk of internal theft or
  malfeasance. We hold our digital assets in hot and cold wallets through third party custodians to reduce the risk of external malfeasance,
  but the risk of loss of our bitcoin assets cannot be wholly eliminated. If any of our bitcoin were lost or stolen, it is unlikely that
  we would ever be able to recover such bitcoin.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">In
  addition, the Company participates in the Foundry USA Mining Pool (&ldquo;Foundry&rdquo;). Foundry is a mining pool operator which provides
  the Company with a digital currency mining pool. While Foundry does not provide wallet or custodial services, it deposits bitcoin rewards
  to our custodian wallet addresses. Accordingly, the risk of loss or theft of digital assets when Foundry transfers bitcoin rewards in
  a custodian account is no different than any other transfer from one wallet to another.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  
  <!-- Field: Page; Sequence: 31; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->23<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Hackers
  or malicious actors may launch attacks to steal, compromise or secure digital assets, such as by attacking the digital asset network source
  code, exchange miners, third-party platforms, cold and hot storage locations or software, our general computer systems or networks, or
  by other means. We cannot guarantee that we will prevent loss, damage or theft, whether caused intentionally, accidentally or by act of
  God. Access to our digital assets could also be restricted by natural events (such as an earthquake or flood) or human actions (such as
  a terrorist attack). We may be in control and possession of one of the more substantial holdings of digital assets. As we increase in
  size, we may become a more appealing target of hackers, malware, cyber-attacks or other security threats. Any of these events may adversely
  affect our operations and, consequently, our investments and profitability. The loss or destruction of a private key required to access
  our digital wallets may be irreversible and we may be denied access for all time to our digital asset holdings held in those compromised
  wallets. Our loss of access to our private keys or our experience of a data loss relating to our digital wallets could adversely affect
  our investments and assets.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Digital
  assets are controllable only by the possessor of both the unique public and private keys relating to the local or online digital wallet
  in which they are held, which wallet&rsquo;s public key or address is reflected in the network&rsquo;s public blockchain. We will publish
  the public key relating to digital wallets in use when we verify the receipt of transfers and disseminate such information into the network,
  but we will need to safeguard the private keys relating to such digital wallets. To the extent such private keys are lost, destroyed or
  otherwise compromised, we will be unable to access our bitcoin rewards and such private keys may not be capable of being restored by any
  network. Any loss of private keys relating to digital wallets used to store our digital assets could have a material adverse effect on
  our ability to continue as a going concern or to pursue our business strategy at all, which could have a material adverse effect on our
  business, prospects or operations and potentially the value of any bitcoin or other digital assets we mine or otherwise acquire or hold
  for our own account.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">It
  is possible that, through computer or human error, theft or criminal action, our digital assets could be transferred in incorrect amounts
  or to unauthorized third parties or accounts. In general, digital asset transactions are irrevocable, and stolen or incorrectly transferred
  digital assets may be irretrievable, and we may have extremely limited or no effective means of recovering such digital assets.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  safeguard and keep private our digital assets, including the bitcoin that we mine, by utilizing storage solutions provided by Cactus Custody
  and Fireblocks (see &ldquo;<I>Prospectus Summary &ndash; Custodian Accounts</I>&rdquo;), which requires multi-factor authentication. While
  we are confident in the security of our digital assets held by Cactus Custody and Fireblocks, given the broader market conditions, there
  can be no assurance that other digital asset market participants, including Cactus Custody and Fireblocks as our custodian, will not ultimately
  be impacted. We continue to monitor the digital assets industry as a whole, although it is not possible at this time to predict all of
  the risks stemming from these events that may result to us, our service providers, our counterparties, and the broader industry as a whole.&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>We may suffer significant
  and adverse effects due to hacking or one or more adverse software events.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">In
  order to minimize risk, we have established processes to manage wallets that are associated with our bitcoin holdings. There can be no
  assurances that any processes we have adopted or will adopt in the future are or will be secure or effective, and we would suffer significant
  and immediate adverse effects if we suffered a loss of our bitcoin due to an adverse software or cybersecurity event. We utilize several
  layers of threat reduction techniques, including: (i) the use of hardware wallets to store sensitive private key information; (ii) performance
  of transactions offline; and (iii) offline generation storage and use of private keys.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  Company is evaluating several third-party custodian wallet alternatives, but there can be no assurance that such services will be more
  secure than those the Company presently employs. Human error and the constantly evolving state of cybercrime and hacking techniques may
  render present security protocols and procedures ineffective in ways which we cannot predict. If our security procedures and protocols
  are ineffectual and our digital assets are compromised by cybercriminals, we may not have adequate recourse to recover our losses stemming
  from such compromise and we may lose much of the accumulated value of our bitcoin mining activities. This would have a material adverse
  impact on our business and operations.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  
  <!-- Field: Page; Sequence: 32; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->24<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Incorrect
  or fraudulent bitcoin transactions may be irreversible.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Bitcoin
  transactions are irrevocable and stolen or incorrectly transferred digital assets may be irretrievable. As a result, any incorrectly executed
  or fraudulent bitcoin transactions could adversely affect our investments and assets.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Bitcoin
  transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient of
  the digital assets from the transaction. In theory, bitcoin transactions may be reversible with the control or consent of a majority of
  processing power on the network, however, we do not now, nor is it feasible that we could in the future, possess sufficient processing
  power to affect this reversal. Once a transaction has been verified and recorded in a block that is added to a blockchain, an incorrect
  transfer of a bitcoin or a theft thereof generally will not be reversible, and we may not have sufficient recourse to recover our losses
  from any such transfer or theft. It is possible that, through computer or human error, or through theft or criminal action, our bitcoin
  rewards could be transferred in incorrect amounts or to unauthorized third parties, or to uncontrolled accounts. Further, according to
  the SEC, at this time, there is no specifically enumerated U.S. or foreign governmental, regulatory, investigative or prosecutorial authority
  or mechanism through which to bring an action or complaint regarding missing or stolen bitcoin. We are, therefore, presently reliant on
  existing private investigative entities, such as Chainanalysis and Kroll, to investigate any potential loss of our bitcoin assets. These
  third-party service providers rely on data analysis and compliance of ISPs with traditional court orders to reveal information such as
  the IP addresses of any attackers who may have targeted us. To the extent that we are unable to recover our losses from such action, error
  or theft, such events could have a material adverse effect on our ability to continue as a going concern or to pursue our business strategy
  at all, which could have a material adverse effect on our business, prospects or operations of and potentially the value of any bitcoin
  or other digital assets we mine or otherwise acquire or hold for our own account.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Our
  reliance primarily on a few models of miners may subject our operations to increased risk of mining failure.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  performance and reliability of our miners and our technology is critical to our reputation and our operations. Because we currently use
  MicroBT and Bitmain miners, if there are issues with those machines, our entire system could be affected. Any system error or failure
  may significantly delay response times or even cause our system to fail. Any disruption in our ability to continue mining could result
  in lower yields and harm our reputation and business. Any exploitable weakness, flaw, or error common to MicroBT and Bitmain miners affects
  all our miners, and if a defect other flaw is exploited, our entire mining operations could go offline simultaneously. Any interruption,
  delay or system failure could result in financial losses, a decrease in the trading price of our Ordinary Shares and/or damage to our
  reputation.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>The
  Company&rsquo;s reliance on a third-party mining pool service provider for our mining revenue payouts may have a negative impact on the
  Company&rsquo;s operations.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  use third&ndash;party mining pools to receive our mining rewards from the network. Mining pools allow miners to combine their processing
  power, increasing their chances of solving a block and getting paid by the network. The rewards are distributed by the pool operator,
  proportionally to our contribution to the pool&rsquo;s overall mining power, used to generate each block. Should the pool operator&rsquo;s
  system suffer downtime due to a cyberattack, software malfunction or other similar issues, it will negatively impact our ability to mine
  and receive revenue. Furthermore, we are dependent on the accuracy of the mining pool operator&rsquo;s record keeping to accurately record
  the total processing power provided to the pool for a given bitcoin mining application in order to assess the proportion of that total
  processing power we provided. While we have internal methods of tracking both our power provided and the total used by the pool, the mining
  pool operator uses its own record-keeping to determine our proportion of a given reward. We have little means of recourse against the
  mining pool operator if we determine the proportion of the reward paid out to us by the mining pool operator is incorrect, other than
  leaving the pool. If we are unable to consistently obtain accurate proportionate rewards from our mining pool operators, we may experience
  reduced reward for our efforts, which would have an adverse effect on our business and operations.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"></P>
  
  <!-- Field: Page; Sequence: 33; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->25<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>The
  limited rights of legal recourse available to us and our lack of insurance protection for risk of loss of our digital assets exposes us
  and our shareholders to the risk of loss of our digital assets for which no person may ultimately be held liable and we may not be able
  to recover our losses.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  digital assets held by us are not insured. Further, banking institutions will not accept our digital assets and they are therefore not
  insured by the Federal Deposit Insurance Corporation (&ldquo;FDIC&rdquo;) or the Securities Investor Protection Corporation (&ldquo;SIPC&rdquo;).
  Therefore, a loss may be suffered with respect to our digital assets which is not covered by insurance and we may not be able to recover
  any of our carried value in these digital assets if they are lost or stolen or suffer significant and sustained reduction in conversion
  spot price. If we are not otherwise able to recover damages from a malicious actor in connection with these losses, our business and results
  of operations may suffer, which may have a material negative impact on our share price.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Currently,
  we do not have any insurance to cover our digital assets or mining equipment. The market for such insurance is in the early stages and
  we intend to purchase such insurance in the future. One of our digital asset custodians, Cactus Custody, is self-insured for $4 million
  plus annual additions. Any uninsured losses may have an adverse effect on our results of operations and/or financial condition.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Digital
  assets face significant scaling obstacles that can lead to high fees or slow transaction settlement times.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Digital
  assets face significant scaling obstacles that can lead to high fees or slow transaction settlement times and attempts to increase the
  volume of transactions may not be effective. Scaling digital assets is essential to the widespread acceptance of digital assets as a means
  of payment, which widespread acceptance is necessary to the continued growth and development of our business. Many bitcoin networks face
  significant scaling challenges. For example, digital assets are limited with respect to how many transactions can occur per second. Participants
  in the bitcoin ecosystem debate potential approaches to increasing the average number of transactions per second that the network can
  handle and have implemented mechanisms or are researching ways to increase scale, such as increasing the allowable sizes of blocks, and
  therefore the number of transactions per block, and sharding (a horizontal partition of data in a database or search engine), which would
  not require every single transaction to be included in every single miner&rsquo;s or validator&rsquo;s block. However, there is no guarantee
  that any of the mechanisms in place or being explored for increasing the scale of settlement of bitcoin transactions will be effective,
  or how long they will take to become effective, which could adversely affect an investment in our securities.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>The
  price of digital assets may be affected by the sale of such digital assets by other vehicles investing in digital assets or tracking bitcoin
  markets.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  global market for bitcoin is characterized by supply constraints that differ from those present in the markets for commodities or other
  assets such as gold and silver. The mathematical protocols under which certain digital assets are mined permit the creation of a limited,
  predetermined amount of currency, while others have no limit established on total supply. To the extent that other vehicles investing
  in digital assets or tracking bitcoin markets form and come to represent a significant proportion of the demand for digital assets, large
  redemptions of the securities of those vehicles and the subsequent sale of digital assets by such vehicles could negatively affect bitcoin
  prices and therefore affect the value of the bitcoin inventory we hold. Such events could have a material adverse effect on our ability
  to continue as a going concern or to pursue our business strategy at all, which could have a material adverse effect on our business,
  prospects or operations and potentially the value of any bitcoin or other digital assets we mine or otherwise acquire or hold for our
  own account.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"></P>
  
  <!-- Field: Page; Sequence: 34; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->26<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>There
  are risks related to technological obsolescence, the vulnerability of the global supply chain for bitcoin hardware disruption, and difficulty
  in obtaining new hardware which may have a negative effect on our business.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Our
  mining operations can only be successful and ultimately profitable if the costs, including hardware and electricity costs, associated
  with mining digital assets are lower than the price of a bitcoin. As our mining facility operates, our miners experience ordinary wear
  and tear, and may also face more significant malfunctions caused by a number of extraneous factors beyond our control. We have purchased
  second-hand miners from third parties. The degradation of our miners requires us to, over time, replace those miners which are no longer
  functional. Additionally, as the technology evolves, we are required to acquire newer models of miners to remain competitive in the market.
  Reports have been released which indicate that miner manufacturers or sellers adjust the prices of their miners according to bitcoin prices,
  so the cost of new machines is unpredictable but could be extremely high. As a result, at times, we may obtain miners and other hardware
  from third parties at premium prices, to the extent they are available. This upgrading process requires substantial capital investment,
  and we may face challenges. Further, the global supply chain for bitcoin miners is presently heavily dependent on China-based manufacturers.
  In addition, there have been shortages of the semiconductors which are key components in miner production. The global reliance on China
  as a main supplier of bitcoin miners has been called into question, particularly in the wake of the COVID-19 pandemic. Should similar
  outbreaks or other disruptions to the China-based global supply chain for bitcoin hardware on the spot market or otherwise occur, we may
  not be able to obtain adequate replacement parts for our existing miners or to obtain additional miners from the manufacturer or third
  parties on a timely basis. Such events could have a material adverse effect on our ability to pursue our business strategy, which could
  have a material adverse effect on our business and the value of our Ordinary Shares.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>The
  bitcoin we mine is subject to halving; the bitcoin reward for successfully uncovering a block will halve several times in the future and
  bitcoin&rsquo;s value may not adjust to compensate us for the reduction in the rewards we receive from our mining efforts.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Halving
  is a process designed to control the overall supply and reduce the risk of inflation in digital assets using a proof-of-work consensus
  algorithm. At a predetermined block, the mining reward is cut in half, hence the term &ldquo;halving.&rdquo; For bitcoin, the reward was
  initially set at 50 bitcoin currency rewards per block and this was cut in half to 25 in November 28, 2012 at block 210,000 and again
  to 12.5 on July 9, 2016 at block 420,000. The next halving for bitcoin occurred in May 2020 at block 630,000 when the reward was reduced
  to 6.25. This reward rate is expected to next halve during April 2024 to 3.125 bitcoin per new block and will continue to halve at approximately
  four-year intervals until all potential 21 million bitcoin have been mined. If the award of bitcoin rewards for solving blocks and transaction
  fees are not sufficiently high, we may not have an adequate incentive to continue mining and may cease our mining operations. Halving
  may result in a reduction in the aggregate hash rate of the bitcoin network as the incentive for miners decreases. Miners ceasing operations
  would reduce the collective processing power on the network, which would adversely affect the confirmation process for transactions (i.e.,
  temporarily decreasing the speed at which blocks are added to a blockchain until the next scheduled adjustment in difficulty for block
  solutions) and make bitcoin networks more vulnerable to a malicious actor or botnet obtaining control in excess of 50% of the processing
  power active on a blockchain, potentially permitting such actor or botnet to manipulate a blockchain in a manner that adversely affects
  the network and our activities. A reduction in confidence in the confirmation process or processing power of the network could result
  and be irreversible. Such events could have a material adverse effect on our ability to continue to pursue our business strategy at all,
  which could have a material adverse effect on our business, prospects or operations and potentially the value of any bitcoin or other
  digital assets we mine, whether now or in the future, or otherwise acquire or hold for our own account. While bitcoin prices have had
  a history of price fluctuations around the halving of its bitcoin rewards, there is no guarantee that the price change will be favorable
  or would compensate for the reduction in mining reward. If a corresponding and proportionate increase in the trading price of bitcoin
  does not follow these anticipated halving events, the revenue we earn from our mining operations would see a corresponding decrease, which
  would have a material adverse effect on our business and operations.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>The impact of social
  media and influencers on the price for digital assets is uncertain.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Renowned
  persons, including social media influencers, may publicly discuss their holdings (or the holdings of companies with which they are affiliated)
  of bitcoin or their intent to buy or sell large quantities of bitcoin. This may have a dramatic impact on the price of bitcoin, both up
  and down. At a minimum, these public statements delivered through social media, such as Twitter, may cause the price of bitcoin to experience
  significant volatility. These episodes could have a material adverse impact on the value of our bitcoin holdings as well as the prices
  of bitcoin that we may sell.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"></P>
  
  <!-- Field: Page; Sequence: 35; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->27<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>We
  may not be able to realize the benefits of forks.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">To
  the extent that a significant majority of users and miners on a bitcoin network install software that changes the bitcoin network or properties
  of a bitcoin, including the irreversibility of transactions and limitations on the mining of new bitcoin, the bitcoin network would be
  subject to new protocols and software. However, if less than a significant majority of users and miners on the bitcoin network consent
  to the proposed modification, and the modification is not compatible with the software prior to its modification, the consequence would
  be what is known as a &ldquo;fork&rdquo; of the network, with one prong running the pre-modified software and the other running the modified
  software. The effect of such a fork would be the existence of two versions of the bitcoin running in parallel yet lacking interchangeability
  and necessitating exchange-type transaction to convert currencies between the two forks. Additionally, it may be unclear following a fork
  which fork represents the original asset and which is the new asset. Different metrics adopted by industry participants to determine which
  is the original asset include: referring to the wishes of the core developers of bitcoin, blockchains with the greatest amount of hashing
  power contributed by miners or validators; or blockchains with the longest chain. A fork in the network of a particular bitcoin could
  adversely affect an investment in our Company or our ability to operate.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  may not be able to realize the economic benefit of a fork, either immediately or ever, which could adversely affect an investment in our
  securities. If we hold a bitcoin at the time of a hard fork into two digital assets, industry standards would dictate that we would be
  expected to hold an equivalent amount of the old and new assets following the fork. However, we may not be able, or it may not be practical,
  to secure or realize the economic benefit of the new asset for various reasons. For instance, we may determine that there is no safe or
  practical way to custody the new asset, that trying to do so may pose an unacceptable risk to our holdings in the old asset, or that the
  costs of taking possession and/or maintaining ownership of the new bitcoin exceed the benefits of owning the new bitcoin. Additionally,
  laws, regulation or other factors may prevent us from benefitting from the new asset even if there is a safe and practical way to custody
  and secure the new asset.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>There
  is a possibility of bitcoin mining algorithms transitioning to proof of stake validation and other mining related risks, which could make
  us less competitive and ultimately adversely affect our business and the value of our shares.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  protocol pursuant to which transactions are confirmed automatically on the bitcoin blockchain through mining is known as proof-of-work
  (or PoW). Proof-of-stake (or PoS) is an alternative method in validating digital asset transactions, such as Ethereum. The shift from
  a proof-of-work validation method to a PoS method, mining requires less energy and may render any company that maintains advantages in
  the current climate (for example, from lower priced electricity, processing, real estate, or hosting) less competitive. We, as a result
  of our efforts to optimize and improve the efficiency of our bitcoin mining operations, may be exposed to the risk in the future of losing
  the benefit of our capital investments and the competitive advantage we hope to gain from this as a result, and may be negatively impacted
  by a switch to proof-of-stake validation. This may additionally have an impact on other various investments of ours. Such events could
  have a material adverse effect on our ability to continue as a going concern or to pursue our business strategy at all, which could have
  a material adverse effect on our business, prospects or operations and potentially the value of any bitcoin or other digital assets we
  mine or otherwise acquire or hold for our own account<B>.</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>To
  the extent that the profit margins of bitcoin mining operations are not high, operators of bitcoin mining operations are more likely to
  immediately sell bitcoin rewards earned by mining in the market, thereby constraining growth of the price of bitcoin that could adversely
  impact us, and similar actions could affect other digital assets.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Over
  the past several years, bitcoin mining operations have evolved from individual users mining with computer processors, graphics processing
  units and first-generation ASIC servers. Currently, new processing power is predominantly added by incorporated and unincorporated &ldquo;professionalized&rdquo;
  mining operations. Professionalized mining operations may use proprietary hardware or sophisticated ASIC machines acquired from ASIC manufacturers.
  They require the investment of significant capital for the acquisition of this hardware, the leasing of operating space (often in data
  centers or warehousing facilities), incurring of electricity costs and the employment of technicians to operate the mining farms. As a
  result, professionalized mining operations are of a greater scale than prior miners and have more defined and regular expenses and liabilities.
  These regular expenses and liabilities require professionalized mining operations to maintain profit margins on the sale of bitcoin. To
  the extent the price of bitcoin declines and such profit margin is constrained, professionalized miners are incentivized to more immediately
  sell bitcoin earned from mining operations, whereas it is believed that individual miners in past years were more likely to hold newly
  mined bitcoin for more extended periods. The immediate selling of newly mined bitcoin greatly increases the trading volume of bitcoin,
  creating downward pressure on the market price of bitcoin rewards.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  
  <!-- Field: Page; Sequence: 36; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->28<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  extent to which the value of bitcoin mined by a professionalized mining operation exceeds the allocable capital and operating costs determines
  the profit margin of such operation. A professionalized mining operation may be more likely to sell a higher percentage of its newly mined
  bitcoin rapidly if it is operating at a low profit margin and it may partially or completely cease operations if its profit margin is
  negative. In a low profit margin environment, a higher percentage could be sold more rapidly, thereby potentially depressing bitcoin prices.
  Lower bitcoin prices could result in further tightening of profit margins for professionalized mining operations creating a network effect
  that may further reduce the price of bitcoin until mining operations with higher operating costs become unprofitable forcing them to reduce
  mining power or cease mining operations temporarily.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>If
  a malicious actor or botnet obtains control of more than 50% of the processing power on a bitcoin network, or 33% or more share of the
  Ethereum Validators, such actor or botnet could manipulate blockchains to adversely affect us, which would adversely affect an investment
  in us or our ability to operate.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">If
  a malicious actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions of
  the computers) obtains a majority of the processing power dedicated to mining a bitcoin, or the ability to valuate Ethereum transactions,
  it may be able to alter blockchains on which transactions of bitcoin or 33% or more of ETH reside and rely by constructing fraudulent
  blocks or preventing certain transactions from completing in a timely manner, or at all. The malicious actor or botnet could control,
  exclude or modify the ordering of transactions, though it is believed that it could not generate new units or transactions using such
  control. The malicious actor could &ldquo;double-spend&rdquo; its own digital asset (i.e., spend the same digital asset in more than one
  transaction) and prevent the confirmation of other users&rsquo; transactions for as long as it maintained control. To the extent that
  such malicious actor or botnet yields its control of the processing power on the network or the bitcoin and/or Ethereum communities do
  not reject the fraudulent blocks as malicious, reversing any changes made to blockchains may not be possible. The foregoing description
  is not the only means by which the entirety of blockchains or digital assets may be compromised but is only an example.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Although
  there are no known reports of malicious activity or control of blockchains achieved through controlling over 50% of the processing power
  on the bitcoin network, it is believed that certain mining pools may have exceeded the 50% threshold in bitcoin. The possible crossing
  of the 50% threshold for bitcoin or 33% for Ethereum indicates a greater risk that a single mining pool could exert authority over the
  validation of digital asset transactions. To the extent that the digital asset ecosystem, and the administrators of mining pools, do not
  act to ensure greater decentralization of digital asset mining processing power, the feasibility of a malicious actor obtaining control
  of the processing power will increase because the botnet or malicious actor could compromise more than the threshold and thereby gain
  control of the blockchain, whereas if the blockchain remains decentralized it is inherently more difficult for the botnet of malicious
  actor to aggregate enough processing power to gain control of the blockchain, which may adversely affect an investment in our Ordinary
  Shares. Such lack of controls and responses to such circumstances could have a material adverse effect on our ability to continue as a
  going concern or to pursue our new strategy at all, which could have a material adverse effect on our business, prospects or operations
  and potentially the value of any bitcoin or other digital assets we mine or otherwise acquire or hold for our own account, and harm investors.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>We
  are subject to risks associated with our need for significant electrical power. Government regulators may potentially restrict the ability
  of electricity suppliers to provide electricity to mining operations, such as ours.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  operation of a bitcoin or other digital asset mine can require massive amounts of electrical power. Further, our mining operations can
  only be successful and ultimately profitable if the costs, including electrical power costs, associated with mining a bitcoin are lower
  than the price of a bitcoin. As a result, any mine we establish can only be successful if we can obtain sufficient electrical power for
  that mine on a cost-effective basis, and our establishment of new mines requires us to find locations where that is the case. There may
  be significant competition for suitable mine locations, and government regulators may potentially restrict the ability of electricity
  suppliers to provide electricity to mining operations in times of electricity shortage or may otherwise potentially restrict or prohibit
  the provision or electricity to mining operations.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  
  <!-- Field: Page; Sequence: 37; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->29<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Any
  shortage of electricity supply or increase in electricity cost in a jurisdiction may negatively impact the viability and the expected
  economic return for bitcoin mining activities in that jurisdiction. In addition, the significant consumption of electricity may have a
  negative environmental impact, including contribution to climate change, which may give rise to public opinion against allowing the use
  of electricity for bitcoin mining activities or government measures restricting or prohibiting the use of electricity for bitcoin mining
  activities.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>We
  may not adequately respond to price fluctuations and rapidly changing technology, which may negatively affect our business.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Competitive
  conditions within the digital asset industry require that we use sophisticated technology in the operation of our business. The industry
  for blockchain technology is characterized by rapid technological changes, new product introductions, enhancements and evolving industry
  standards. New technologies, techniques or products could emerge that might offer better performance than the software and other technologies
  we currently utilize, and we may have to manage transitions to these new technologies to remain competitive. We may not be successful,
  generally or relative to our competitors in the digital asset industry, in timely implementing new technology into our systems, or doing
  so in a cost-effective manner. During the course of implementing any such new technology into our operations, we may experience system
  interruptions and failures during such implementation. Furthermore, there can be no assurances that we will recognize, in a timely manner
  or at all, the benefits that we may expect as a result of our implementing new technology into our operations. As a result, our business
  and operations may suffer, and there may be adverse effects on the price of our Ordinary Shares.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>The
  value of stable coins that we hold may be subject to volatility and risk of loss</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">As
  of September 30, 2023, we held approximately $1.5 million in USD Coin, a stablecoin issued by Circle Internet Financial Public Limited
  Company (&ldquo;Circle&rdquo;) that is backed by dollar denominated assets held by the issuer in segregated accounts with U.S. regulated
  financial institutions. Stablecoins such as USD Coin are usually backed by the U.S. Dollar and other short-dated U.S. government obligations,
  and are usually pegged to the U.S. dollar. On March 9, 2023, as a result of the closure of Silicon Valley Bank (&ldquo;SVB&rdquo;), Circle
  announced that $3.3 billion of its roughly $40 billion USD Coin reserves were held at SVB. As a result, Circle depegged the USD Coin from
  its $1.00 peg, trading as low as $0.87. Such a risk may result in the sell-off of USD Coin and volatility as to the value of stablecoins,
  which would expose us to risk of potential loss and could have a material adverse effect on our ability to raise new funding and on our
  business, financial condition, and results of operations and prospects.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B>Ethereum Risk Factors</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Risks
  Associated with Staking on Ethereum 2.0</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">In
  connection with the transition of the Ethereum network from PoW to PoS, which occurred on September 15, 2022, when the Ethereum Mainnet
  merged with the PoS Beacon Chain (the &ldquo;Merge&rdquo;), the Company is deploying Ethereum (ETH) to the beacon chain with a view to
  earning an ETH-denominated return thereon. On April 12, 2023, Ethereum&rsquo;s Shanghai hard fork, also referred to as &ldquo;Shapella,&rdquo;
  has been finalized, enabling withdrawals for users who have &ldquo;staked&rdquo; their ETH to secure and validate transactions on the
  blockchain.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">In
  addition, by running a validator node, the Company will be exposed to the risk of loss of its staked digital assets if it equivocates
  or fails to operate the node in accordance with applicable protocol rules, as the Company&rsquo;s digital assets may be &ldquo;slashed&rdquo;
  or inactivity penalties may be applied if the validator node &ldquo;double signs&rdquo; or is offline for a prescribed period of time.
  Disputes on a liquid staking provider may lead to the value of staking assets diverging from ETH or failure to exit the liquid staking
  position. The Company intends to mitigate this risk by utilizing experienced service providers such as Blockdaemon and by carefully monitoring
  the staking activities performed by the Company in reliance on such services.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B></B></P>
  
  <!-- Field: Page; Sequence: 38; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->30<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Risks
  under the Federal securities laws associated with Staking</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  Merge and the switch from PoW to PoS did not change our characterization of ETH as a digital asset. We intend to hold our staked ETH for
  our own account. In the event we exchange ETH for other digital assets (such as liquid staking tokens) which may be deemed to be securities,
  it would be for our own account. In all instances, we will perform a risk-based analysis to evaluate whether the digital asset may be
  deemed to be a &ldquo;security&rdquo; under the Federal securities laws prior to mining the digital asset. We do not believe if we hold
  for our own account a particular digital asset which may be deemed to be a security, it will be a risk to our business operations. Nevertheless,
  we will continue to implement a compliance infrastructure to ensure full compliance with the federal securities laws. In the event our
  staking program is found to not be in compliance with the federal securities laws, we could face legal or regulatory consequences. We
  would also need to undertake a regulatory review to ensure compliance with the Federal securities laws if and when we decide to offer
  staking-as-a-service for value to individuals. The Company would need to install a fully compliant organic infrastructure or hire third-party
  contractors.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Speculative
  and Volatile Nature of ETH</I></B>&nbsp;&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">To
  date, the Company has deployed a portion of the capital it has raised into ETH. The price of ETH is subject to significant volatility.
  In addition, there is no guarantee that the Company will be able to sell its ETH at prices quoted on various cryptocurrency trading platforms
  or at all if it determines to do so. The supply of ETH is currently controlled by the source code of the Ethereum platform, and there
  is a risk that the developers of the code and the participants in the Ethereum network could develop and/or adopt new versions of the
  Ethereum software that significantly increase the supply of ETH in circulation, negatively impacting the trading price of ETH. Any significant
  decrease in the price of ETH may materially and adversely affect the value of the Company&rsquo;s securities and, in turn, the Company&rsquo;s
  business and financial condition.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  ETH markets are sensitive to new developments, and since volumes are still maturing, any significant changes in market sentiment (by way
  of sensationalism in the media or otherwise) can induce large swings in volume and subsequent price changes. Such volatility can adversely
  affect the business and financial condition of the Company.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Momentum
  pricing typically is associated with growth stocks and other assets whose valuation, as determined by the public, accounts for anticipated
  future appreciation in value. The Company believes that momentum pricing of ETH has resulted, and may continue to result, in speculation
  regarding future appreciation in the value of ETH, inflating and making more volatile the value of ETH. As a result, ETH may be more likely
  to fluctuate in value due to changing investor confidence in future appreciation, which could adversely affect the business and financial
  condition of the Company.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Underlying
  Value Risk</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">ETH
  represents a new form of digital value that is still being digested by society. Its underlying value is driven by its utility as a store
  of value, means of exchange, and unit of account, and notably, the demand for ETH within various use cases of the Ethereum network. Just
  as oil is priced by the supply and demand of global markets, as a function of its utility to, for instance, power machines and create
  plastics, so too is ETH priced by the supply and demand of global markets for its own utility within Ethereum&rsquo;s use cases. There
  is a risk if we are working through a staking pool to valuate ETH investors. We rely upon a pool operator to run the validator. There
  is a counterparty risk that the party with which we trust our assets may not uphold their side of the deal and fees or penalties may be
  assessed to the pool. These fees are typically assessed if the pool operator has downtime or dishonest actions. Finally, blockchains are
  new technologies and there is always an outside risk of a catastrophic chain failure that could put locked or staked funds at risk. The
  speculative and volatile nature of ETH and blockchain may materially and adversely affect the value of the Company&rsquo;s securities.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  staked ETH is subject to the volatility risks set forth under &ldquo;<I>Speculative and Volatile Nature of ETH</I>&rdquo; and the risks
  related to hacking set forth above under &ldquo;Cyberattacks and security breaches of our system, or those impacting our third parties,
  could adversely impact our brand and reputation and our business, operating results, and financial condition&rdquo; that could result
  in a loss of staked ETH.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"></P>
  
  <!-- Field: Page; Sequence: 39; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->31<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  risks involved with liquid staking differ from direct staking. Liquid staking allows participants, including the Company, to maintain
  the liquidity of their digital assets while still earning staking rewards. However, it is subject to the following consequence risks apart
  from direct staking:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">Liquid staking requires a certain level of technical expertise to manage the staking process effectively. This can be a barrier for some investors, particularly those who are new to the world of digital asset investing.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">The price of the staked derivative may decrease from its original price. This may happen because the new token has a lower market price.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">In we lose our liquid token, we will also lose our staked token. This can result from bad trades, rebalancing losses when farming in liquidity pools, and liquidations at lending protocols.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">Token holders will likely choose to stake their tokens on liquid staking protocols. As a result, the balance of validator shares taking part in the network may be disrupted, giving room for undue control from more powerful validators.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Development
  of the Ethereum Platform</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  Ethereum platform is an open-source project being developed by a network of software developers, including Vitalik Buterin, a founder
  of Ethereum. Mr. Buterin or another key participant within the core development group could cease to be involved with the Ethereum platform.
  Factions could form within the Ethereum community, resulting in different and competing versions of Ethereum being adopted by network
  participants. Furthermore, network participants running the Ethereum software may choose not to update their versions of the software,
  resulting in different versions of the Ethereum software running on the network. Any of the foregoing developments could have a significant
  negative impact on the viability and overall health of the Ethereum platform, the value of ETH and the Company&rsquo;s business model
  and assets.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Although
  the beacon chain (the PoS successor to the Ethereum PoW chain) launched in December 2020 and the &ldquo;merging&rdquo; of the Ethereum
  PoW chain into Ethereum 2.0 occurred on September 15, 2022. In addition, Ethereum&rsquo;s Shanghai hard fork, also referred to as &ldquo;Shapella,&rdquo;
  has been finalized on April 12, 2023, enabling withdrawals for users who have &ldquo;staked&rdquo; their ETH to secure and validate transactions
  on the blockchain. Although management believes that these changes to the Ethereum platform will positively impact its potential for mainstream
  adoption, no assurance can be given that such impact will materialize. If the Company cannot successfully anticipate and react to the
  impacts of this shift, its business and results of operations may be adversely affected. &nbsp;&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Uncertainty
  Regarding the Growth of Blockchain and Web 3 Technologies</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  further development and use of blockchain, Web 3 technologies and digital assets are subject to a variety of factors that are difficult
  to evaluate and predict, many of which are beyond the Company&rsquo;s control. The slowing or stopping of the development or acceptance
  of blockchain networks, specifically Ethereum, and blockchain assets would be expected to have a material adverse effect on the Company.
  Furthermore, blockchain and Web 3 technologies, including Ethereum, may never be implemented to a scale that provides identifiable economic
  benefit to blockchain-based businesses, including the Company.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  Ethereum network and ETH as digital asset have a limited history. Due to this short history, it is not clear how all elements of ETH will
  unfold over time, specifically with regard to governance between miners, developers and users, as well as the long-term security model
  as the rate of inflation of ETH decreases. Since the ETH community has successfully navigated a considerable number of technical and political
  challenges since its inception, the Company believes that it will continue to engineer its way around future challenges. The history of
  open-source software development would indicate that vibrant communities are able to change the software under development at a pace sufficient
  to stay relevant. The continuation of such vibrant communities is not guaranteed, and insufficient software development or any other unforeseen
  challenges that the community is not able to navigate could have an adverse impact on the business of the Company.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B>&nbsp;</B></P>
  
  
  <!-- Field: Page; Sequence: 40; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->32<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Potential
  Decrease in Global Demand for ETH</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">As
  a currency, ETH must serve as a means of exchange, store of value, and unit of account. Many people using ETH as money-over-internet-protocol
  (MoIP) do so with it as an international means of exchange. Speculators and investors using ETH as a store of value then layer on top
  of means of exchange users, creating further demand. If consumers stop using ETH as a means of exchange, or its adoption therein slows,
  then ETH&rsquo;s price may suffer, adversely affecting the Company.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Investors
  should be aware that there is no assurance that ETH will maintain its long-term value in terms of purchasing power in the future or that
  the acceptance of ETH for payments by mainstream retail merchants and commercial businesses will continue to grow. As relatively new products
  and technologies, ETH and the Ethereum network have yet to become generally accepted as a means of payment for goods and services by major
  retail and commercial outlets, and use of ETH by consumers to pay such retail and commercial outlets remains limited. Banks and other
  established financial institutions may refuse to process funds for Ethereum network-based transactions, process wire transfers to or from
  digital asset trading platforms, Ethereum-related companies or service providers, or maintain accounts for persons or entities transacting
  in ETH. Conversely, a significant portion of ETH demand is generated by speculators and investors seeking to profit from the short or
  long-term holding of ETH. The Company believes that, like any commodity, ETH will fluctuate in value, but over time will gain a level
  of acceptance as a store of value, medium of exchange or token of utility.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Smart
  Contract Risk</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  Ethereum network is based upon the development and deployment of smart contracts, which are self-executing contracts with the terms of
  the agreement written into software code. There are thousands of smart contracts currently running on Ethereum network. Like any software
  code, smart contracts are exposed to risk that the code contains a bug or other security vulnerability, which can lead to loss of assets
  that are held on or transacted through the contract. The smart contract deployed on Ethereum and, as such, may contain a bug or other
  vulnerability that may lead to the loss of digital assets held in the wallet. The Ethereum developer community audits widely used smart
  contracts frequently and publishes the results of such audits on public forums. The Company currently relies on Blockdaemon and Liquid
  Collective for its liquid staking solution. The smart contract code via Blockdaemon was audited by Quantstamp. The smart contract code
  via Liquid Collective was audited by Halborn and Spearbit. Nevertheless, there is no guaranty against a bug or other vulnerability leading
  to a loss of digital assets.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B>Risks Associated with
  the Ethereum Network</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Dependence
  on Ethereum Network Developers</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">While
  many contributors to the Ethereum network&rsquo;s open-source software are employed by companies in the industry, most of them are not
  directly compensated for helping to maintain the protocol. As a result, there are no contracts or guarantees that they will continue to
  contribute to the Ethereum network&rsquo;s software (https://github.com/ether and https://github.com/orgs/ether/people).&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Issues
  with the Cryptography Underlying the Ethereum Network</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Although
  the Ethereum network is one of the world&rsquo;s most established digital asset networks, the Ethereum network and other cryptographic
  and algorithmic protocols governing the issuance of digital assets represent a new and rapidly evolving industry that is subject to a
  variety of factors that are difficult to evaluate. In the past, flaws in the source code for digital assets have been exposed and exploited,
  including flaws that disabled some functionality for users, exposed users&rsquo; personal information and/or resulted in the theft of
  users&rsquo; digital assets. The cryptography underlying ETH could prove to be flawed or ineffective, or developments in mathematics and/or
  technology, including advances in digital computing, algebraic geometry and quantum computing, could result in such cryptography becoming
  ineffective. In any of these circumstances, a malicious actor may be able to take the ETH held by the Company. Moreover, functionality
  of the Ethereum network may be negatively affected such that it is no longer attractive to users, thereby dampening demand for ETH. Even
  if digital assets other than ETH were affected by similar circumstances, any reduction in confidence in the source code or cryptography
  underlying digital assets generally could negatively affect the demand for digital assets and therefore adversely affect the business
  of the Company.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  
  <!-- Field: Page; Sequence: 41; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->33<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Disputes
  on the Development of the Ethereum Network may lead to Delays in the Development of the Network</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">There
  can be disputes between contributors on the best paths forward in building and maintaining the Ethereum network&rsquo;s software. Furthermore,
  the stakers supporting the network and other developers and users of the network can disagree with the contributors as well, creating
  greater debate. Therefore, the Ethereum community often iterates slowly upon contentious protocol issues, which many perceive as prudently
  conservative, while others worry that it inhibits innovation. It will be important for the community to continue to develop at a pace
  that meets the demand for transacting in ETH, otherwise users may become frustrated and lose faith in the network. As a decentralized
  network, strong consensus and unity is particularly important to respond to potential growth and scalability challenges.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>The
  Ethereum Blockchain may Temporarily or Permanently Fork and/or Split</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  Ethereum network&rsquo;s software and protocol are open source. When a modification is released by the developers and a substantial majority
  of participants consent to the modification, the change is implemented and the Ethereum network continues uninterrupted. However, if a
  change were activated with less than a substantial majority consenting to the proposed modification, and the modification is not compatible
  with the software prior to its modification, the consequence would be what is known as a &ldquo;hard fork&rdquo; (i.e., a split) of the
  Ethereum network (and the blockchain). One blockchain would be maintained by the pre-modification software and the other by the post-modification
  software. The effect is that both blockchain algorithms would be running parallel to one another, but each would be building an independent
  blockchain with independent native assets.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">A hard
  fork could present problems such as two copies of a token for the same non-fungible tokens (NFTs). &nbsp;It could also present a problem
  for a customer having to choose to provide services with respect to digital assets resulting from a fork. In addition, digital asset loan
  agreements often dictate when and how each of the lender or the borrower of a digital asset pledging a certain digital asset gets the
  benefit of forked coins in the event of a hard fork. Similarly, derivative counterparties using ISDA-based contractual documentation may
  be subject to hard fork-related termination events.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Although
  forks are likely to be addressed by a community-led effort to merge the two groups, such a fork could still adversely affect ETH&rsquo;s
  viability.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Risk
  if a Person Gains a 33% or More Share of the Ethereum Validators</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">According
  to Ethereum.org, the likelihood of successful attacks on the Ethereum network increases as the proportion of staked ETH controlled by
  the attacker increases. If an attacker controls 33% or more of the total stake, they can prevent the chain from finalizing by having 33%
  or more of the staked ETH maliciously attesting or failing to attest. If an attacker controls about 50% of the total stake, they could
  theoretically split the chain into two equally sized forks and then simply use their entire 50.1% stake to vote contrarily to the honest
  validator set, thereby maintaining the two forks and preventing finality. If an attacker controls 66% or more of the total stake, they
  simply vote for their preferred fork and then finalize it, simply because they can vote with a dishonest supermajority.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Dependence
  on the Internet</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">ETH
  stakers relay transactions to one another via the Internet, and when blocks are mined, they are also forwarded via the Internet. Users
  and developers access Ethereum via the Internet. Thus, the Ethereum network is dependent upon the continued functioning of the Internet.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"></P>
  
  <!-- Field: Page; Sequence: 42; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->34<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Attacks
  on the Ethereum Network</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  Ethereum network is periodically subject to distributed denial of service attacks to clog the list of transactions being tabulated by
  miners, which can slow the confirmation of authentic transactions. Another avenue of attack would be if a large number of miners were
  taken offline then it could take some time before the difficulty of the mining process algorithmically adjusts, which would stall block
  creation time and therefore transaction confirmation time. Thus far these scenarios have not plagued the network for long or in a systemic
  manner. This risk is expected to be substantially mitigated on Ethereum 2.0, as the PoS method of validating transactions was expected
  to improve the speed and efficiency of the network.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Decrease
  in Block Reward or Yield</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">In
  the event of a material decrease in the block reward to the Ethereum network, stakers may cease to provide their staked ETH to the consensus
  mechanism for the Ethereum network blockchain. This risk was expected to be mitigated in part on Ethereum 2.0, as the rewards earned by
  stakers of ETH will proportionately decline as more stakers participate in the network. Conversely, if some stakers decide to stop participating
  because the yield is too low, remaining stakers will enjoy a higher yield. Consequently, Ethereum 2.0 is expected to attract a sufficient
  number of stakers and validators to keep the network running efficiently.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Competitors
  to ETH and the Ethereum Network</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Currently,
  ETH is the second largest digital asset by market capitalization, with Coingecko citing more than 5,000 alternative digital assets. To
  the extent a competitor to ETH gains popularity and greater market share, the use and price of ETH could be negatively impacted, which
  may adversely affect the investments of the Company. Similarly, the price of ETH could be negatively impacted by competition from incumbents
  in the credit card and payments industries or from other developing blockchain protocols.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Financial
  Institutions may Refuse to Support Transactions Involving ETH</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">In
  the uncertain regulatory climate for digital assets, including ETH, regulated financial institutions may refuse to support transactions
  involving digital assets, including the receipt of cash proceeds from sales of digital asset. Should this occur, the Company&rsquo;s business,
  prospects, financial condition, results of operations or cash flows could be materially adversely affected.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B>Risks
  Related to United States Government Regulations</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>New
  York State Moratorium on Cryptocurrency Mining Operations</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">On
  November 22, 2022, the New York State enacted a moratorium on cryptocurrency mining operations that use proof-of-work authentication methods
  to validate blockchain operations; provided that such operations shall be subject to a full generic environmental impact statement review.
  While the Company&rsquo;s bitcoin mining operations in upstate New York State use proof-of-work authentication, they were approximately
  90% (now 99%) carbon free according to NYISO Power Trends 2021 Report. The law provides for a two-year moratorium on new applications
  or new permits for an electric generating facility that utilizes a carbon-based fuel. Therefore, the Company believes that its New York
  State hosting facilities, which primarily depended on hydroelectric power, will be able to comply with the law.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"></P>
  
  <!-- Field: Page; Sequence: 43; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->35<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>We
  are subject to an extensive and rapidly-evolving regulatory landscape and any adverse changes to, or our failure to comply with, any laws
  and regulations could adversely affect our brand, reputation, business, operating results and financial condition</I></B><I>.</I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Our
  business may be or may become subject to extensive laws, rules, regulations, policies, orders, determinations, directives, treaties, and
  legal and regulatory interpretations and guidance in the markets in which we operate, including those typically applied to financial services
  and banking, securities, commodities, the exchange, and transfer of digital assets, cross-border and domestic money and digital asset
  transmission businesses, as well as those governing data privacy, data governance, data protection, cybersecurity, responsible use of
  AI, fraud detection, payment services (including payment processing and settlement services), consumer protection, antitrust and competition,
  bankruptcy, tax, anti-bribery, economic and trade sanctions, anti-money laundering, and counter-terrorist financing. Many of these legal
  and regulatory regimes were adopted prior to the advent of the internet, mobile technologies, digital assets, and related technologies.
  As a result, they often do not contemplate or address unique issues associated with digital assets, are subject to significant uncertainty,
  and vary widely across U.S. federal, state, and local jurisdictions. These legal and regulatory regimes, including the laws, rules, and
  regulations thereunder, evolve frequently and may be modified, interpreted, and applied in an inconsistent manner from one jurisdiction
  to another, and may conflict with one another. Moreover, the relative novelty and evolving nature of our business and the significant
  uncertainty surrounding the regulation of digital assets requires us to exercise our judgement as to whether certain laws, rules, and
  regulations apply to us, and it is possible that governmental bodies and regulators may disagree with our conclusions. To the extent we
  have not complied with such laws, rules, and regulations, we could be subject to significant fines, limitations on our business, reputational
  harm, and other regulatory consequences, as well as criminal penalties, each of which may be significant and could adversely affect our
  business, operating results and financial condition.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">In
  addition to existing laws and regulations, various governmental and regulatory bodies, including legislative and executive bodies, in
  the United States, as well as in other countries may adopt new laws and regulations, or new interpretations of existing laws and regulations
  may be issued by such bodies or the judiciary, which may adversely impact the development and use of digital assets as a whole, digital
  asset mining operations, and our legal and regulatory status in particular by changing how we operate our business, how our operations
  are regulated, and what products or services we and our competitors can offer, requiring changes to our compliance and risk mitigation
  measures, imposing new licensing requirements or new costs of doing business, or imposing a total ban on certain activities or transactions
  with respect to digital assets, as has occurred in certain jurisdictions in the past.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Due
  to our business activities, if laws or regulations or their respective interpretation change, we may become subject to ongoing examinations,
  oversight, and reviews by U.S. federal and state regulators, which would have broad discretion to audit and examine our business if we
  become subject to their oversight. Adverse changes to, or our failure to comply with, any laws and regulations have had, and may continue
  to have, an adverse effect on our reputation and brand and our business, operating results and financial condition.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Regulatory
  restrictions that target AI, including, but not limited to, export restrictions may have a material adverse impact on our intended operations.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  increasing focus on the strategic importance of AI technologies has already resulted in regulatory restrictions that target products and
  services capable of enabling or facilitating AI, and may in the future result in additional restrictions impacting some or all of our
  service offerings. Such restrictions could include additional unilateral or multilateral export controls on certain products or technology,
  including, but not limited to, AI technologies. As geopolitical tensions have increased, semiconductors associated with AI, including
  GPUs and associated products, are increasingly the focus of export control restrictions proposed by stakeholders in the U.S. and its allies,
  and it is likely that additional unilateral or multilateral controls will be adopted. Such controls may be very broad in scope and application,
  prohibit us from exporting our services to any or all customers in one or more markets or could impose other conditions that limit our
  ability to serve demand abroad and could negatively and materially impact our business, revenue, and financial results. Export controls
  targeting GPUs and semiconductors associated with AI, which are increasingly likely, would restrict our ability to export our technology,
  services even though competitors may not be subject to similar restrictions, creating a competitive disadvantage for us and negatively
  impacting our business and financial results. Increasing use of economic sanctions may also impact demand for our services, negatively
  impacting our business and financial results. Additional unilateral or multilateral controls are also likely to include deemed export
  control limitations that negatively impact the ability of our research and development teams to execute our roadmap or other objectives
  in a timely manner. Additional export restrictions may not only impact our ability to serve overseas markets, but also provoke responses
  from foreign governments, including China, that negatively impact our ability to provide our services to customers in all markets worldwide,
  which could also substantially reduce our revenue.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"></P>
  
  <!-- Field: Page; Sequence: 44; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->36<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">During
  the third quarter of fiscal year 2023, the U.S. government announced new export restrictions and export licensing requirements targeting
  China&rsquo;s semiconductor and supercomputing industries. These restrictions impact exports of certain chips, as well as software, hardware,
  equipment, and technology used to develop, produce, and manufacture certain chips, to China (including Hong Kong and Macau) and Russia.
  The new license requirements also apply to any future NVIDIA integrated circuit achieving certain peak performance and chip-to-chip I/O
  performance thresholds, as well as any system or board that includes those circuits. There are also now licensing requirements to export
  a wide array of products, including networking products, destined for certain end users and for certain end uses in China.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Management
  of these new license and other requirements is complicated and time consuming. Our results and competitive position may be harmed if we
  are restricted in offering our services, if customers purchase services from competitors, if customers develop their own internal solution,
  if we are unable to provide contractual warranty or other extended service obligations, if the U.S. government does not grant licenses
  in a timely manner or denies licenses to significant customers, or if we incur significant transition costs. Even if the U.S. government
  grants any requested licenses, the licenses may be temporary or impose burdensome conditions that we cannot or choose not to fulfill.
  The new requirements may benefit certain of our competitors, as the licensing process will make our pre-sale and post-sale technical support
  efforts more cumbersome and less certain, and encourage customers to pursue alternatives to our services.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"><B><I>Issues in the development
  and use of AI may result in reputational or competitive harm or liability</I></B><I>. </I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">We are beginning to build AI
  into our infrastructure services, and we are also making AI available for our customers to use in solutions that they build. We are providing
  supporting/computing power to clients, including our strategic partners who develop AI systems. We expect this integration of AI into
  our offerings and our business in general to grow. AI presents risks and challenges that could affect its adoption, and therefore our
  business. AI algorithms or training methodologies may be flawed. Datasets may be overbroad, insufficient, or contain biased information.
  Content generated by AI systems may be offensive, illegal, or otherwise harmful. Ineffective or inadequate AI development or deployment
  practices by our Company or others could result in incidents that impair the acceptance of AI solutions or cause harm to individuals,
  customers, or society, or result in our products and services not working as intended. Human review of certain outputs may be required.
  As a result of these and other challenges associated with innovative technologies, our implementation of AI systems could subject us to
  competitive harm, regulatory action, legal liability, including under new proposed legislation regulating AI in jurisdictions, new applications
  of existing data protection, privacy, intellectual property, and other laws, and brand or reputational harm. Some AI scenarios present
  ethical issues or may have broad impacts on society. If we provide supporting/computing AI services that have unintended consequences,
  unintended usage or customization by our customers and partners, or are controversial because of their impact on human rights, privacy,
  employment, or other social, economic, or political issues, we may experience brand or reputational harm, adversely affecting our business
  and consolidated financial statements.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>We
  are subject to governmental regulation and other legal obligations related to data privacy, data protection and information security.
  If we are unable to comply with these, we may be subject to governmental enforcement actions, litigation, fines and penalties or adverse
  publicity.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  collect and process data, including personal, financial and confidential information about individuals, including our employees and business
  partners; however, not of any customers or other third parties. The collection, use and processing of such data about individuals are
  governed by data privacy laws and regulations enacted in the U.S. (federal and state), and other jurisdictions around the world. These
  data privacy laws and regulations are complex, continue to evolve, and on occasion may be inconsistent between jurisdictions leading to
  uncertainty in interpreting such laws and it is possible that these laws, regulations and requirements may be interpreted and applied
  in a manner that is inconsistent with our existing information processing practices, and many of these laws are significantly litigated
  and/or subject to regulatory enforcement. The implication of this includes that various federal, state and foreign legislative or regulatory
  bodies may enact or adopt new or additional laws and regulations concerning data privacy, data retention, data transfer, and data protection.
  Such laws may continue to restrict or dictate how we collect, maintain, combine and disseminate information and could have a material
  adverse effect on our business, results of operations, financial condition and prospects.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">In
  the United States, there are numerous federal and state laws and regulations that could apply to our operations or the operations of our
  partners, including data breach notification laws, financial information and other data privacy laws, and consumer protection laws and
  regulations (e.g., Section 5 of the FTC Act), that govern the collection, use, disclosure, and protection of personal information.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  
  <!-- Field: Page; Sequence: 45; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->37<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"><B><I>Existing and increasing
  legal and regulatory requirements could adversely affect our results of operations. </I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">We are subject to a wide range
  of laws, regulations, and legal requirements in the U.S. and globally, including those that may apply to our products and online services
  offerings, and those that impose requirements related to user privacy, telecommunications, data storage and protection, advertising, and
  online content. Laws in several jurisdictions, including EU Member State laws under the European Electronic Communications Code, increasingly
  define certain of our services as regulated telecommunications services. This trend may continue and will result in these offerings being
  subjected to additional data protection, security, law enforcement surveillance, and other obligations. Regulators and private litigants
  may assert that our collection, use, and management of customer data and other information is inconsistent with their laws and regulations,
  including laws that apply to the tracking of users via technology such as cookies. New environmental, social, and governance laws and
  regulations are expanding mandatory disclosure, reporting, and diligence requirements. Legislative or regulatory action relating to cybersecurity
  requirements may increase the costs to develop, implement, or secure our products and services. Compliance with evolving digital accessibility
  laws and standards will require engineering and is important to our efforts to empower all people and organizations to achieve more. Legislative
  and regulatory action is emerging in the areas of AI and content moderation, which could increase costs or restrict opportunity. For example,
  in the EU, an AI Act is being considered, and may entail increased costs or decreased opportunities for the operation of our AI services
  in the European market.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>We
  are subject to extensive environmental, health and safety laws and regulations that may expose us to significant liabilities for penalties,
  damages or costs of remediation or compliance.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Our
  operations and properties are subject to extensive laws and regulations governing occupational health and safety, the discharge of pollutants
  into the environment or otherwise relating to health, safety and environmental protection requirements in the United States. These laws
  and regulations may impose numerous obligations that are applicable to our operations, including acquisition of a permit or other approval
  before conducting construction or regulated activities; restrictions on the types, quantities and concentration of materials that can
  be released into the environment; limitation or prohibition of construction and operating activities in environmentally sensitive areas,
  such as wetlands; imposing specific health and safety standards addressing worker protection; and imposition of significant liabilities
  for pollution resulting from our operations, including investigation, remedial and clean-up costs. Failure to comply with these requirements
  may expose us to fines, penalties and/or interruptions in our operations that could have a material adverse effect on our financial position,
  results of operations and cash flows. Certain environmental laws may impose strict, joint and several liability for costs required to
  clean up and restore sites where hazardous substances have been disposed or otherwise released into the environment, even under circumstances
  where the hazardous substances were released by prior owners or operators or the activities conducted and from which a release emanated
  complied with applicable law. Moreover, it is not uncommon for neighboring landowners and other third parties to file claims for personal
  injury and property damage allegedly caused by noise or the release of hazardous substances into the environment.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  trend in environmental regulation has been to place more restrictions and limitations on activities that may be perceived to impact the
  environment, and thus there can be no assurance as to the amount or timing of future expenditures for environmental regulation compliance
  or remediation. New or revised regulations that result in increased compliance costs or additional operating restrictions could have a
  material adverse effect on our financial position, results of operations and cash flows.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"></P>
  
  <!-- Field: Page; Sequence: 46; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->38<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>The
  regulatory and legislative developments related to climate change, may materially adversely affect our brand, reputation, business, operating
  results and financial condition.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">A number
  of governments or governmental bodies have introduced or are contemplating legislative and regulatory changes in response to various climate
  change interest groups and the potential impact of climate change. Given the very significant amount of electrical power required to operate
  digital asset mining machines, as well the environmental impact of mining for the rare earth metals used in the production of mining servers,
  the digital asset mining industry may become a target for future environmental and energy regulation. For example, in June and July of
  2021, the Chinese government prohibited the operation of mining machines and supply of energy to mining businesses, citing concerns regarding
  high levels of energy consumption, which resulted in our suspension of mining operations in China. U.S. legislation and increased regulation
  regarding climate change could impose significant costs on us and our suppliers, including costs related to increased energy requirements,
  capital equipment, environmental monitoring and reporting, and other costs to comply with such regulations. Specifically, imposition of
  a carbon tax or other regulatory fee in a jurisdiction where we operate or on electricity that we purchase could result in substantially
  higher energy costs, and due to the significant amount of electrical power required to operate digital asset mining machines, could in
  turn put our facilities at a competitive disadvantage. Any future climate change regulations could also negatively impact our ability
  to compete with companies situated in areas not subject to such limitations. Given the political significance and uncertainty around the
  impact of climate change and how it should be addressed, we cannot predict how legislation and regulation will affect our financial condition,
  operating performance and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse publicity
  in the global marketplace about potential impacts on climate change by us or other companies in our industry could harm our reputation.
  Any of the foregoing could have a material adverse effect on our financial position, results of operations and cash flows.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>A
  particular digital asset&rsquo;s status as a &ldquo;security&rdquo; 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 asset that we own or mine is a &ldquo;security&rdquo; may adversely affect the value of bitcoin and
  our business.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  SEC and its staff have taken the position that certain digital assets fall within the definition of a &ldquo;security&rdquo; under the
  U.S. federal securities laws. The legal test for determining whether any given digital asset is a security, as described below, is a highly
  complex, fact-driven analysis that may evolve over time, and the outcome is difficult to predict. Our determination that the digital assets
  we hold are not securities is a risk-based assessment and not a legal standard or one binding on regulators. The SEC generally does not
  provide advance guidance or confirmation on the status of any particular digital asset as a security. Furthermore, the SEC&rsquo;s views
  in this area have evolved over time and it is difficult to predict the direction or timing of any continuing evolution. It is also possible
  that a change in the governing administration or the appointment of new SEC commissioners could substantially impact the views of the
  SEC and its staff. Public statements made by senior officials at the SEC indicate that the SEC does not intend to take the position that
  bitcoin is a security (as currently offered and sold). However, such statements are not official policy statements by the SEC and reflect
  only the speakers&rsquo; views, which are not binding on the SEC or any other agency or court and cannot be generalized to any other digital
  asset. As of the date of this prospectus, with the exception of certain centrally issued digital assets that have received &ldquo;no-action&rdquo;
  letters from the SEC staff, bitcoin and ETH are the only digital assets which senior officials at the SEC have publicly stated are unlikely
  to be considered securities. SEC Chairman Gensler stated (at the Penn Law Capital Markets Association Annual Conference on April 4, 2022)
  that &ldquo;Issuers of crypto tokens that are securities must register their offers and sales of these assets with the SEC and comply
  with our disclosure requirements or meet an exemption.&rdquo; As a digital asset mining company, we do not believe we are an issuer of
  any &ldquo;securities&rdquo; as defined under the federal securities laws. Our internal process for determining whether the digital assets
  we hold or plan to hold is based upon the public statements of the SEC and existing case law. The digital assets we hold or plan to hold,
  other than bitcoin and ETH, may have been created by an issuer as an investment contract under the Howey test,&nbsp;<U>SEC&nbsp;v.&nbsp;Howey
  Co</U>., 328 U.S. 293 (1946), and may be deemed to be securities by the SEC. However, the Company was not the issuer that created these
  digital assets and is holding them on an interim basis until liquidated. Should the SEC state in the future that bitcoin, ETH, U.S. digital
  currency tokens or other digital assets&nbsp;we hold are securities, we may subject to additional securities laws&rsquo; requirements
  and may no longer be able to hold any of these digital assets. It will then likely become difficult or impossible for such digital assets
  to be traded, cleared or custodied in the United States through the same channels used by non-security digital assets, which in addition
  to materially and adversely affecting the trading value of the digital assets is likely to cause substantial volatility and significantly
  impact their liquidity and market participants&rsquo; ability to convert the digital assets into U.S. dollars. Our inability to exchange
  bitcoin for fiat currency or other digital assets (and vice versa) and to administer our treasury management objectives may decrease our
  earnings potential and have an adverse impact on our business and financial condition.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  
  <!-- Field: Page; Sequence: 47; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->39<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Under
  the Investment Company Act of 1940, as amended, a company may fall within the definition of an investment company under Section 3(c)(1)(A)
  thereof if it is or holds itself out as being engaged primarily, or proposes to engage primarily in the business of investing, reinvesting
  or trading in securities, or under Section 3(a)(1)(C) thereof if it is engaged or proposes to engage in business of investing, reinvesting,
  owning, holding, or trading in securities, and owns or proposes to acquire &ldquo;investment securities&rdquo; (as defined) having a value
  exceeding 40% of its total assets (exclusive of government securities and cash items) on an unconsolidated basis. There is no authoritative
  law, rule or binding guidance published by the SEC regarding the status of digital assets as &ldquo;securities&rdquo; or &ldquo;investment
  securities&rdquo; under the Investment Company Act. Although we believe that we are not engaged in the business of investing, reinvesting,
  or trading in investment securities, and we do not hold ourselves out as being primarily engaged, or proposing to engage primarily, in
  the business of investing, reinvesting or trading in securities, to the extent the digital assets which we mine, own, or otherwise acquire
  may be deemed &ldquo;securities&rdquo; or &ldquo;investment securities&rdquo; by the SEC or a court of competent jurisdiction, we may
  meet the definition of an investment company. If we fall within the definition of an investment company under the Investment Company Act,
  we would be required to register with the SEC. If an investment company fails to register, it likely would have to stop doing almost all
  business, and its contracts would become voidable. Generally non-U.S. issuers may not register as an investment company without an SEC
  order.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  classification of a digital asset as a security under the applicable law has wide-ranging implications for the regulatory obligations
  that flow from the mining, sale and trading of such assets. For example, a digital asset that is a security in the United States may generally
  only be offered or sold in the United States pursuant to a registration statement filed with the SEC or in an offering that qualifies
  for an exemption from registration. Persons that effect transactions in digital assets that are deemed securities in the United States
  may be subject to registration with the SEC as a &ldquo;broker&rdquo; or &ldquo;dealer.&rdquo;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">There
  can be no assurances that we will properly characterize any given digital asset as a security or non-security for purposes of determining
  which digital assets to mine, hold and trade, or that the SEC, or a court, if the question was presented to it, would agree with our assessment.
  We could be subject to judicial or administrative sanctions for failing to offer or sell digital assets in compliance with the registration
  requirements, or for acting as a broker or dealer without appropriate registration. Such an action could result in injunctions, cease
  and desist orders, as well as civil monetary penalties, fines, and disgorgement, criminal liability, and reputational harm. Further, if
  bitcoin is deemed to be a security under the laws of any U.S. federal, state, or local jurisdiction, or in a proceeding in a court of
  law or otherwise, it may have adverse consequences for such digital asset. For instance, all transactions in such supported digital asset
  would have to be registered with the SEC, or conducted in accordance with an exemption from registration, which could severely limit its
  liquidity, usability and transactability. For instance, all transactions in such supported digital asset would have to be registered with
  the SEC, or conducted in accordance with an exemption from registration, which could severely limit its liquidity, usability and transactability.
  Further, it could draw negative publicity and a decline in the general acceptance of the digital asset. Also, it may make it difficult
  for such digital asset to be traded, cleared, and custodied as compared to other digital assets that are not considered to be securities.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Failure
  to comply with anti-corruption and anti-money laundering laws, including the Foreign Corrupt Practices Act (the &ldquo;FCPA&rdquo;) and
  similar laws associated with our activities outside of the United States, could subject us to penalties and other adverse consequences.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  operate an international business and may have direct or indirect interactions with officials and employees of government agencies or
  state-owned or affiliated entities. We are subject to the FCPA, and other applicable anti-corruption and anti-money laundering laws in
  certain countries in which we conduct activities. The FCPA prohibits providing, offering, promising, or authorizing, directly or indirectly,
  anything of value to government officials, political parties, or political candidates for the purpose of obtaining or retaining business
  or securing any improper business advantage. In addition, U.S. public companies are required to maintain records that accurately and fairly
  represent their transactions and have an adequate system of internal accounting controls.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">In
  many foreign countries, including countries in which we may conduct business, it may be a local custom that businesses engage in practices
  that are prohibited by the FCPA, or other applicable laws and regulations. We face significant risks if we or any of our directors, officers,
  employees, contractors, agents or other partners or representatives fail to comply with these laws and governmental authorities in the
  United States and elsewhere could seek to impose substantial civil and/or criminal fines and penalties which could have a material adverse
  effect on our business, reputation, operating results, prospects and financial condition.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  
  <!-- Field: Page; Sequence: 48; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->40<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Any
  violation of the FCPA, other applicable anti-corruption laws, or anti-money laundering laws could result in whistleblower complaints,
  adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions and, in the case of the FCPA, suspension
  or debarment from U.S. government contracts, any of which could have a materially adverse effect on our reputation, business, operating
  results, prospects and financial condition. In addition, responding to any enforcement action or internal investigation related to alleged
  misconduct may result in a significant diversion of management&rsquo;s attention and resources and significant defense costs and other
  professional fees.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Enactment
  of the Infrastructure Investment and Jobs Act of 2021 (the &ldquo;Infrastructure Act&rdquo;) may have an adverse impact on our business
  and financial condition.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">On
  November 15, 2021, President Joseph R. Biden signed the Infrastructure Act. Section 80603 of the Infrastructure Act modifies and amends
  the Internal Revenue Code of 1986 (the &ldquo;Code&rdquo;) by requiring brokers of digital asset transactions to report their customers
  to the IRS. This provision was included to enforce the taxability of digital asset transactions. Section 80603 defines &ldquo;broker&rdquo;
  as &ldquo;any person who (for consideration) is responsible for regularly providing any service effectuating transfers of digital assets
  on behalf of another person.&rdquo; That could potentially include miners, validators, and developers of decentralized applications. These
  functions play a critical role in our business and in the functioning of the blockchain ecosystem. Importantly, these functions have no
  way of identifying their anonymous users. Indeed, bitcoin&rsquo;s blockchain was designed for anonymity.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">This
  reporting requirement took effect on January 1, 2023, and the implementation of these requirements is ongoing with the federal government.
  Disclosing the identity of our bitcoin mining operations and associated accounts to ensure they can be taxed by the IRS could cause a
  significant devaluing of our business, the bitcoin currency, and the entire digital assets market. Additionally, noncompliance with this
  provision could lead to significant fines and or regulatory actions against our company.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Risks
  related to material pending crypto legislation or regulations</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">On
  the federal level, by certain accounts, more than 100 bills were introduced in Congress to regulate cryptocurrency and digital assets.
  Except as described in other specific risk factors set forth herein, we do not believe that material pending crypto legislation or regulations
  would have a material effect on our business, financial condition and results of operations. Certain of the material pending bills are
  as follows:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">Digital Commodity Exchange Act of 2022 (DCEA), introduced on April 28, 2022 in the House of Representatives, would create a regulatory overview for digital commodity developers, dealers and exchanges, none of which would currently apply to the Company;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">Securities Clarity Act, introduced on July 16, 2021 in the House of Representatives, is intended to work with the proposed DCEA. The Securities Clarity Act would codify that an asset, whether tangible or intangible (including an asset in digital form), that is not per se a security, does not become a security as a result of being sold or otherwise transferred pursuant to an investment contract. Thus, certain digital assets which the Company may acquire, if sold pursuant to an investment contract, would not become securities, subject to SEC regulations;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">Digital Trading Clarity Act of 2022, introduced on September 29, 2022 in the Senate, provides that if a federal court or the SEC determines that a digital asset is a security, the bill requires the SEC Division of Enforcement to request information from an intermediary listing that asset to determine if the intermediary meets the requirements in the bill texts. As stated elsewhere herein, the Company will conduct an extensive compliance review prior to holding any digital asset that may be deemed to be a security, and would need to avoid holding any such digital asset if this bill becomes law.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: justify; text-indent: -0.25in; background-color: white">&nbsp;</P>
  
  
  <!-- Field: Page; Sequence: 49; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->41<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: justify; text-indent: -0.25in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Our
  interactions with a blockchain and mining pools may expose us to SDN or blocked persons or cause us to violate provisions of law that
  did not contemplate distributive ledger technology.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  Office of Financial Assets Control of the U.S. Department of Treasury (&ldquo;OFAC&rdquo;) requires us to comply with its sanction program
  and not conduct business with persons named on its specially designated nationals (&ldquo;SDN&rdquo;) list. However, because of the pseudonymous
  nature of blockchain transactions we may inadvertently and without our knowledge engage in transactions with persons named on OFAC&rsquo;s
  SDN list or from countries on OFAC&rsquo;s sanctioned countries&rsquo; list. We also rely on a third-party mining pool service provider
  for our mining revenue payments and other participants in the mining pool, that, unknown to us, may also be persons from countries on
  OFAC&rsquo;s SDN list or from countries on OFAC&rsquo;s sanctioned countries list. Our Company&rsquo;s policy prohibits any transactions
  with such SDN individuals or persons from sanctioned countries, but we may not be adequately capable of determining the ultimate identity
  of the individual with whom we transact with respect to selling bitcoin assets. Moreover, federal law prohibits any U.S. person from knowingly
  or unknowingly possessing any visual depiction commonly known as child pornography. Recent media reports have suggested that persons have
  imbedded such depictions on one or more blockchains. Because our business requires us to download and retain one or more blockchains to
  effectuate our ongoing business, it is possible that such digital ledgers contain prohibited depictions without our knowledge or consent.
  To the extent government enforcement authorities enforce these and other laws and regulations that are impacted by decentralized distributed
  ledger technology, we may be subject to investigation, administrative or court proceedings, and civil or criminal monetary fines and penalties,
  all of which could harm our reputation and affect the value of our Ordinary Shares.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>If
  regulatory changes or interpretations of our activities require our registration as a money services business (&ldquo;MSB&rdquo;) under
  the regulations promulgated by FinCEN under the authority of the U.S. Bank Secrecy Act (&ldquo;BSA&rdquo;), or otherwise under state laws,
  we may incur significant compliance costs, which could be substantial or cost-prohibitive. If we become subject to these regulations,
  our costs in complying with them may have a material negative effect on our business and the results of our operations.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">To
  the extent that our activities cause us to be deemed a money service business (MSB) under the regulations promulgated by FinCEN under
  the authority of the U.S. Bank Secrecy Act, we may be required to comply with FinCEN regulations, including those that would mandate us
  to implement anti-money laundering programs, make certain reports to FinCEN and maintain certain records. The Digital Asset Anti-Money
  Laundering Act of 2022 (DAAMLA) was introduced on December 14, 2022 in the Senate. The bill would authorize FinCEN to designate digital
  asset wallet providers, miners, validators, and other select network participants as MSBs. This designation would require these parties
  to register with FinCEN and would extend to these parties anti-money laundering (AML) responsibilities under the BSA.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">To
  the extent that our activities cause us to be deemed an MSB and/or a &ldquo;money transmitter&rdquo; (&ldquo;MT&rdquo;) or equivalent
  designation, under state law in any state in which we operate (currently, Texas, Kentucky and New York), we may be required to seek a
  license or otherwise register with a state regulator and comply with state regulations that may include the implementation of AML programs,
  maintenance of certain records and other operational requirements. Such additional federal or state regulatory obligations may cause us
  to incur extraordinary expenses, possibly affecting an investment in our securities in a materially adverse manner. Furthermore, the Company
  and our service providers may not be capable of complying with certain federal or state regulatory obligations applicable to MSBs and
  MTs. If we are deemed to be subject to and determine not to comply with such additional regulatory and registration requirements, we may
  act to leave a particular state or the United States completely. Any such action would be expected to materially adversely affect our
  operations.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Current
  regulation of the exchange of bitcoins under the CEA by the CFTC is unclear; to the extent we become subject to regulation under the CFTC
  in connection with our exchange of bitcoin, we may incur additional compliance costs, which may be significant.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Current
  legislation, including the Commodities Exchange Act of 1936, as amended (the &ldquo;CEA&rdquo;) is unclear with respect to the exchange
  of bitcoins. Changes in the CEA or the regulations promulgated thereunder, as well as interpretations thereof and official promulgations
  by the Commodity Futures Trading Commission (&ldquo;CFTC&rdquo;), which oversees the CEA, may impact the classification of bitcoins and
  therefore may subject them to additional regulatory oversight by the CFTC.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  
  <!-- Field: Page; Sequence: 50; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->42<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Presently,
  bitcoin derivatives are not excluded from the definition of a &ldquo;commodity future&rdquo; by the CFTC. We cannot be certain as to how
  future regulatory developments will impact the treatment of bitcoins under the law. Bitcoins have been deemed to fall within the definition
  of a commodity and, we may be required to register and comply with additional regulation under the CEA, including additional periodic
  report and disclosure standards and requirements. Moreover, we may be required to register as a commodity pool operator or as a commodity
  pool with the CFTC through the National Futures Association. Such additional registrations may result in extraordinary, non-recurring
  expenses, thereby materially and adversely impacting an investment in us. If we determine not to comply with such additional regulatory
  and registration requirements, we may seek to curtail our U.S. operations. Any such action would be expected to materially adversely affect
  our operations. As of the date of this prospectus, no CFTC orders or rulings are applicable to our business.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Because
  there has been limited precedent set for financial accounting of bitcoin and other digital assets, the determination that we have made
  for how to account for bitcoin and other digital assets&nbsp;</I></B>&nbsp;<B><I>transactions may be subject to change.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Because
  there has been limited precedent set for the financial accounting of digital assets and related revenue recognition and no official guidance
  has yet been provided by the Financial Accounting Standards Board, the Public Company Accounting Oversight Board or the SEC, it is unclear
  how companies may in the future be required to account for bitcoin and other digital assets transactions and related revenue recognition.
  A change in regulatory or financial accounting standards could result in the necessity to change our accounting methods and restate our
  financial statements. Such a restatement could adversely affect the accounting for our newly mined bitcoin rewards and more generally
  negatively impact our business, prospects, financial condition and results of operation. Such circumstances would have a material adverse
  effect on our ability to continue as a going concern or to pursue our business strategy at all, which would have a material adverse effect
  on our business, prospects or operations as well as and potentially the value of any digital assets we hold or expects to acquire for
  our own account and harm investors.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B>Risks
  Related to Previously Operating in China</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>We
  may be subject to fines and penalties for operating in China without registration.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Prior
  to the commencement of the Company&rsquo;s bitcoin mining business, and before the involvement of any of the Company&rsquo;s current directors,
  officers or employees, Golden Bull Limited formerly operated a peer-to-peer lending business in the PRC, as discussed below. Additionally,
  from February 2020 to June 2021, the Company operated its bitcoin mining business in the PRC, but completed the migration of all of its
  bitcoin mining operations out of China by September 2021.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Pursuant
  to laws and regulations of the PRC, there are two ways for foreign legal persons/entities to be considered to be engaging in operation
  activities within the territory of China. One way is to establish a foreign-invested enterprise, that is incorporated, according to the
  Foreign Investment Law of PRC, within the territory of China and that is wholly or partly invested by a foreign investor. The organization
  form, institutional framework and standard of conduct of a foreign-invested enterprise are subject to the provisions of the Company Law
  of the PRC and the Partnership Enterprise Law of the PRC and other law related regulations. Another way to be deemed to be operating within
  China is to complete the approval and registration procedures with the relevant regulatory authorities in accordance with the provisions
  of Administrative Measures for the Registration of Enterprises of Foreign Countries (Regions) Engaging in Production and Operation Activities
  within the Territory of China (Revised in 2020), or Order No.31. However, in view of the ban on all new digital asset operations in China,
  we terminated the process of forming a subsidiary in mainland China. Since our Hong Kong subsidiary had not obtained business licenses
  in mainland China where Bit Digital Hong Kong used to carry out business, it may lead to a punishment of a warning, fine, confiscation
  of income and/or suspension of business for rectification.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  
  <!-- Field: Page; Sequence: 51; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->43<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>We
  may be subject to fines and penalties for our prior mining activities in mainland China.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  Chinese government implements the management systems of pre-establishment national treatment and negative list for foreign investment.
  Pre-establishment national treatment refers to the treatment given to foreign investors and their investments during the investment access
  stage, which is not lower than that given to their domestic counterparts; negative list for foreign investment refers to special administrative
  measures for the restricted or prohibited access of foreign investment in specific fields as stipulated by the Chinese government.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Pursuant
  to the Special Administrative Measures for Access of Foreign Investment Access (2021 Edition), or the 2021 Edition Negative List for Foreign,
  issued by The Ministry of Commerce of the PRC (the &ldquo;MOFCOM&rdquo;) and the National Development and Reform Commission (the &ldquo;NDRC&rdquo;)
  on December 27, 2021, which came into effect on January 1, 2022, our bitcoin mining business does not fall into the Negative List for
  Foreign. However, the 2021 Edition Negative List for Foreign indicates that &ldquo;Fields not mentioned in the Negative List for Foreign
  Investment Access shall be subject to administration under the principle of consistency for domestic and foreign investments. The relevant
  provisions of the Negative List for Market Access shall apply to domestic and foreign investors on a unified basis.&rdquo;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Also,
  based on the Negative List for Market Access (2022 Edition), &ldquo;the Catalogue for Guidance on Industrial Restructuring shall be included
  in the Negative List for Market Access&rdquo;; plus, according to the Decision of the State Council on Promulgating and Implementing the
  &ldquo;Temporary Provisions on Promoting Industrial Structure Adjustment,&rdquo; valid from December. 2, 2005, &ldquo;In principle, the
  &lsquo;Guidance Catalogue for the Industrial Structure Adjustment&rsquo; shall apply to various types of enterprises inside China.&rdquo;
  &ldquo;The industries of the eliminated category under the &lsquo;Guidance Catalogue for the Industrial Structure Adjustment&rsquo; shall
  apply to the foreign investment enterprises.&rdquo; and &ldquo;Investments are prohibited from being contributed to projects under the
  eliminated category.&rdquo; Additionally, the NDRC released on December 30, 2021 its No. 49 Decree, announcing that the Decision of the
  National Development and Reform Commission on Amending the Guiding Catalog for Industrial Restructuring (2019 Version) (the &ldquo;Amended
  Catalog&rdquo;). The Amended Catalog added &ldquo;virtual currency mining activities&rdquo; to the eliminated category of &ldquo;1. outdated
  production processing and equipment under the original Catalog.&rdquo; Therefore, foreign investment enterprises are prohibited from virtual
  currency activities and our bitcoin mining business are banned in China as well. There can be no assurance that our prior mining activities
  in China will not be subject to fines and penalties on a retroactive basis.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>We
  may be subject measures from the Cyberspace Administration of China concerning the collection of data and required to obtain clearance
  from the CAC</I></B>.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  Cybersecurity Review Measures (2021) (the &ldquo;Measures&rdquo;) were officially released to the public on December 28, 2021 and became
  effective on February 15, 2022. According to the Measures, to go public abroad, an online platform operator that possesses the personal
  information of more than 1 million users must seek cybersecurity review from the Office of Cybersecurity Review.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Currently,
  we have not been involved in any investigations on cybersecurity review initiated by the CAC or related governmental regulatory authorities,
  and we have not received any inquiry, notice, warning, or sanction in such respect.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  believe we currently are not required to obtain clearance from the CAC regarding our listing in the United States under the recently-enacted
  or proposed regulations or rules because we have never set an online platform for any user and we have not acted as an online platform
  operator. However, since these cybersecurity rules were recently enacted and uncertainties exist as to the interpretation or implementation
  of the Measures, if the Measures require us to obtain clearance or permissions from the CAC, we would file an application with CAC and
  seek to obtain the clearance or permissions from the CAC as required, however there can be no assurance we will obtain clearance or permission
  which could adversely affect our business. Compliance with the Measures, as well as additional laws, regulations and guidelines that the
  Chinese government promulgates in the future, may entail significant expenses and could materially affect our business.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;&nbsp;</P>
  
  
  <!-- Field: Page; Sequence: 52; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->44<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>United
  States regulators may be limited in their ability to conduct investigations or inspections of our operations in Hong Kong.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  increased regulatory scrutiny of 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
  our auditors in Singapore who are subject to inspection by the Public Company Accounting Overnight Board (the &ldquo;PCAOB&rdquo;), 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 the benefit of such complete inspections, which could result in limitations or restrictions on our ability
  to access the U.S. capital markets. Furthermore, trading in our securities may be prohibited under the Holding Foreign Companies Accountable
  Act (the &ldquo;HFCA Act&rdquo;) 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 or the over-the-counter market, may determine to delist our securities.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">U.S.
  public companies that have or had a substantial portion of their operations in China have been the subject of heightened 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.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">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&rsquo;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&rsquo;s financial statements is not subject to PCAOB inspections for three
  consecutive &ldquo;non-inspection&rdquo; years, 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 Nasdaq, or in the U.S. over-the-counter markets. On December 29, 2022, the Consolidated
  Appropriations&nbsp;Act, 2023 was signed into law, which, among other things, amended the HFCA Act to reduce from three years to two
  years the number of consecutive years an issuer can be identified as an identified issuer before the SEC can prohibit an issuer&rsquo;s
  securities from trading on any U.S. national securities exchange and on the over-the- counter market. Accordingly, our securities may
  be prohibited from trading on Nasdaq or other U.S. stock exchange if our auditor is not inspected by the PCAOB for two consecutive years,
  and this ultimately could result in our Ordinary Shares being delisted.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">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&rsquo;s securities from trading on U.S. stock exchanges if its auditors are not
  subject to PCAOB inspections for two consecutive &ldquo;non-inspection&rdquo; 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. The PCAOB issued a Determination Report on December 15, 2022, determining
  that the PCAOB secured complete access to inspect and investigate registered public accounting firms headquartered in mainland China
  and Hong Kong, and vacating the 2021 Determinations to the contrary. However, the PCAOB further noted that it will act immediately to
  consider the need to issue a new determination if the PRC authorities obstruct or otherwise fail to facilitate the PCAOB&rsquo;s access.
  While the audit reports of Audit Alliance LLP incorporated by reference into this prospectus are prepared by auditors based in Singapore
  who are subject to inspection and investigation by the PCAOB, there can be no assurance that our auditor or we will be able to comply
  with these and other 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 Act and other similar rules and regulations.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"></P>
  
  <!-- Field: Page; Sequence: 53; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->45<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Our
  Hong Kong subsidiaries could become subject to certain PRC laws if such laws are applied to Hong Kong.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  national laws of the PRC, including, but not limited to the Cybersecurity Review Measures that became effective on February 15, 2022,
  do not currently apply to our Hong Kong subsidiaries, except for those listed in the Basic Law of Hong Kong. However, due to changes
  in laws, regulations or policies, including how those 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 and our Hong Kong subsidiaries may be subject to certain PRC
  laws.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Pursuant
  to Article 18 of the Basic Law of the Hong Kong Special Administrative Region of the PRC (the &ldquo;Basic Law&rdquo;), 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:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&ldquo;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 on Judicial Immunity from
  Compulsory Measures Concerning the Property of Foreign Central Banks; and Law of the PRC on the National Anthem; Law of the PRC on Safeguarding
  National Security in the Hong Kong Special Administrative Region.&rdquo;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">As
  of the date of this prospectus, the Hong Kong subsidiaries have not established any subsidiary or branch in mainland PRC and are not
  conducting any business operations in mainland PRC.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">However,
  due to changes in laws, regulations or policies, including how these laws, regulations or policies would be interpreted or implemented,
  the national laws applicable in Hong Kong in the Basic Law might be revised in the future.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Therefore,
  we cannot assure you that we will not be affected by the foregoing or relevant laws, regulations or policies in the future, if there
  are any changes to the foregoing laws, regulations and policies, or if any new laws, regulations, and policies are published. We could
  not guarantee that the relevant laws, regulations, or policies would not be applied retroactively, so we might face penalties, and our
  reputation and results of operations could be materially and adversely affected.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Enhanced
  scrutiny over acquisition transactions by the PRC tax authorities may have a negative impact on the indirect transfer of equity in the
  past and potential acquisitions we may pursue in the future.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  PRC tax authorities have enhanced their scrutiny over the direct or indirect transfer of certain taxable assets, including, in particular,
  equity interests in a PRC resident enterprise, by a non-resident enterprise by promulgating and implementing SAT Circular 59 and Circular
  698, which became effective in January 2008, and a Circular 7 to replace some of the existing rules in Circular 698, which became effective
  in February 2015.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Under
  Circular 7, where a non-resident enterprise conducts an &ldquo;indirect transfer&rdquo; by transferring the equity interests of a PRC
  &ldquo;resident enterprise&rdquo; indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise,
  being the transferor, may be subject to PRC enterprise income tax if the indirect transfer is considered to be an abusive use of company
  structure without reasonable commercial purposes. As a result, gains derived from such indirect transfer may be subject to PRC tax at
  a rate of up to 10%.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"></P>
  
  <!-- Field: Page; Sequence: 54; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->46<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">On
  October 17, 2017, the SAT issued the Announcement of the State Administration of Taxation on Issues Concerning the Withholding of Nonresident
  Enterprise Income Tax at Source partly revised, or SAT Circular 37, which came into effect on December 1, 2017. The SAT Circular 37 further
  clarifies the practice and procedure of the withholding of non-resident enterprise income tax. SAT Circular 698 was repealed from the
  date SAT Circular 37 was enacted. Also, the SAT Circular 37 has been partially revised by the Announcement of the State Administration
  of Taxation on the Revision to Certain Taxation Regulatory Documents, namely Circular 31, which has been effective on June 15, 2018.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Where
  a non-resident enterprise transfers taxable assets in China indirectly by disposing of the equity interests of an overseas holding company,
  which is an Indirect Transfer, the non-resident enterprise as either transferor or transferee, or the PRC entity whose equity is transferred,
  may report such Indirect Transfer to the relevant tax authority. Using a &ldquo;substance over form&rdquo; principle, the PRC tax authority
  may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose
  of reducing, avoiding or deferring PRC tax. As a result, gains derived from such Indirect Transfer may be subject to PRC enterprise income
  tax, and the transferee or other person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently
  at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. Both the transferor and the transferee may be subject
  to penalties under PRC tax laws if the transferee fails to withhold the taxes and the transferor fails to pay the taxes. We face uncertainties
  as to the reporting and other implications of certain past and future transactions where PRC taxable assets are involved, such as offshore
  restructuring, sale of the shares in our offshore subsidiaries and investments. Our Company may be subject to filing obligations or taxed
  if our company is transferor in such transactions and may be subject to withholding obligations if our company is transferee in such
  transactions, under Circular 7 and/or SAT Circular 37. For transfer of shares in our Company by investors who are non-PRC resident enterprises,
  our former PRC subsidiaries may be requested to assist in the filing under SAT Circular 7 and/or Circular 37. As a result, we may be
  required to expend valuable resources to comply with SAT Circular 7 and/or Circular 37 or to request the relevant transferors from whom
  we purchase taxable assets to comply with these circulars, or to establish that our Company should not be taxed under these circulars,
  which may have a material adverse effect on our financial condition and results of operations.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B>Risks
  Related to Singapore Government Regulations</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Regulations
  on Payment Services in Singapore</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Staking
  activities will be performed by one of our subsidiaries, Bit Digital Singapore Pte. Ltd. (&ldquo;BTSG&rdquo;) which is incorporated under
  the laws of the Republic of Singapore and currently does not possess any financial regulatory licenses.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">BTSG&nbsp;&nbsp;intends
  to use its own proprietary assets to trade and stake ETH, which is defined as a digital payment token (&ldquo;DPT&rdquo;) (as defined
  under the Payment Services Act 2019 of Singapore (&ldquo;PS Act&rdquo;) with licensed or otherwise exempt third party service providers
  under applicable laws (including the PS Act or the Securities and Futures Act 2001 of Singapore (&ldquo;SFA&rdquo;)). BTSG&rsquo;s current
  business practices in Singapore are subject to the following regulatory risks, as described herein.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  Monetary Authority of Singapore (&ldquo;MAS&rdquo;) regulates the provision of payment services in Singapore under the PS Act. Unless
  excluded or exempt, an entity must obtain the relevant license to carry on a business in providing regulated payment services under the
  PS Act, which include account issuance service, e-money issuance service, domestic money transfer service, cross-border money transfer
  service, merchant acquisition service, digital payment token service, and money-changing service.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Under
  the PS Act, licensees may be subject to obligations relating to general approval requirements for changes of control, appointment and
  removal of CEOs and directors, general notification and record-keeping requirements, audit requirements, base capital requirements, anti-money
  laundering requirements (see below), the requirement to furnish security (for a major payment institution), the requirement to safeguard
  customer monies (for a major payment institution), and other applicable requirements. Licensees are expected to implement certain systems,
  processes and controls in line with MAS&rsquo; Guidelines on Risk Management Practices applicable to financial institutions in Singapore.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"></P>
  
  <!-- Field: Page; Sequence: 55; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->47<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">BTSG
  intends to trade and stake ETH on its own account, not to provide any payment service to customers and not to carry on a business of
  &ldquo;dealing in&rdquo; DPT as a service to any third-party. In particular, BTSG: (i) will use its own proprietary money for trading
  and/or staking (no customer money is used); (ii) will not trade or stake DPTs for or on behalf of customers; (iii) will not market or
  advertise that it provides any such service to customers; (iv) will not enter into trades with counterparties as a matter of course (e.g.
  at the customer&rsquo;s request) or stake DPT at a customer&rsquo;s request; (v) will only enter into trades or staking arrangements
  based on its own personal/proprietary needs; (vi) will not collect any fees from counterparties (instead, it is the counterparties that
  are service providers, providing services to BTSG); and (vii) will only trade or stake through or with licensed or licensed service providers.
  Accordingly, BTSG is unlikely to be regarded as carrying on a business in providing a &ldquo;digital payment token service&rdquo; under
  the PS Act&rsquo;s current regulatory regime.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">However,
  there remains a risk that MAS may take a more restrictive view, with the trading of ETH being construed as &ldquo;dealing in DPT&rdquo;,
  requiring a license under the PS Act. In addition, laws and regulations related to payments and financial services are evolving in Singapore,
  and changes in such laws and regulations could affect our business practices in the manner that we have done, expect to do, or at all.
  MAS could enact new regulations, change regulations that were previously adopted, modify, through supervision or enforcement, past regulatory
  guidance, or interpret existing regulations in a manner different or stricter than have been previously interpreted, any of which could
  adversely affect or require us to change BTSG&rsquo;s business practices in Singapore.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Regulations
  on Anti-money Laundering and Countering the Financing of Terrorism (&ldquo;AML/CFT&rdquo;)</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  and our partners who work with us are required to comply with certain anti-money laundering requirements in the jurisdictions where we
  and our partners operate. In Singapore, regulated financial institutions must comply with all applicable AML/CFT obligations, including
  the relevant AML/CFT Notices and Guidelines issued by MAS (e.g. the Notice PSN02 Prevention of Money Laundering and Countering the Financing
  of Terrorism &ndash; Digital Payment Token Service and the Guidelines to Notice PSN02 on Prevention of Money Laundering and Countering
  the Financing of Terrorism - Digital Payment Token Service). Among other things, the AML/CFT Notices require financial institutions to
  put in place robust controls to detect and deter the flow of illicit funds through Singapore&rsquo;s financial system, identify and know
  their customers (including beneficial owners), conduct regular account reviews, and to monitor and report any suspicious transaction.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  primary AML/CFT legislation in Singapore that are of general application are the Corruption, Drug Trafficking and Other Serious Crimes
  (Confiscation of Benefits) Act, Chapter 84A of Singapore (the &ldquo;CDSA&rdquo;) and Terrorism (Suppression of Financing) Act, Chapter
  325 of Singapore (the &ldquo;TSOFA&rdquo;). The CDSA provides for the confiscation of benefits derived from, and to combat, corruption,
  drug dealing and other serious crimes. Generally, the CDSA criminalizes the concealment or transfer of the benefits of criminal conduct
  as well as the knowing assistance of the concealment, transfer or retention of such benefits. The TSOFA criminalizes terrorism financing
  and prohibits any person in Singapore from dealing with or providing services to a terrorist entity, including those designated pursuant
  to the TSOFA. The CDSA and the TSOFA also require suspicious transaction reports to be lodged with the Suspicious Transaction Reporting
  Office. If any person fails to lodge the requisite reports under the CDSA and the TSOFA, it may be subject to criminal liability. In
  addition, financial institutions, non-financial institutions and individuals in Singapore are required to comply with financial sanction
  requirements in relation to individuals and entities designated by the United Nations.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">As
  BTSG does not currently hold any financial regulatory licenses in Singapore, it only complies with the CDSA and the TSOFA, the primary
  AML/CFT legislation in Singapore that are of general application (and does not comply with PSN02 and the related guidelines). It is possible
  that financial institutions in Singapore may not be willing to offer financial services to BTSG due to concerns on the origin of BTSG&rsquo;s
  funds, from an AML/CFT perspective.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"></P>
  
  <!-- Field: Page; Sequence: 56; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->48<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  Company expects to acquire digital assets on liquid, regulated exchanges with robust anti-money laundering (&ldquo;AML&rdquo;) and know-your-client
  (&ldquo;KYC&rdquo;) policies and procedures. However, there are no assurances that cryptocurrency trading platforms on which the Company
  transacts business will continue to operate effectively, maintain adequate liquidity or that their AML and KYC policies and procedures
  will be effective, which could negatively impact the Company and its ability to acquire or sell ETH and other digital assets.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">MAS
  could enact new regulations, change regulations that were previously adopted, modify, through supervision or enforcement, past regulatory
  guidance, or interpret existing regulations in a manner different or stricter than have been previously interpreted, any of which could
  adversely affect or require us to change BTSG&rsquo;s business practices in Singapore.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B>Risks Involving Intellectual
  Property</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>We rely upon licenses
  of third-party intellectual property rights and may be unable to protect our software codes.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  actively use specific hardware and software for our bitcoin mining operation. In certain cases, source code and other software assets
  may be subject to an open source license, as much technology development underway in this sector is open source. For these works, the
  Company intends to adhere to the terms of any license agreements that may be in place.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  do not currently own, and do not have any current plans to seek, any patents in connection with our existing and planned blockchain and
  digital asset related operations. We rely upon trade secrets, trademarks, service marks, trade names, copyrights and other intellectual
  property rights and expect to license the use of intellectual property rights owned and controlled by others. In addition, we have developed
  and may further develop certain proprietary software applications for purposes of our digital asset mining operation. Our open source
  licenses may not afford us the protection we need to protect our intellectual property.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Our
  internal systems rely on software that is highly technical, and, if it contains undetected errors, our business could be adversely affected.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Our
  internal systems rely on software that is highly technical and complex. In addition, our internal systems depend on the ability of such
  software to store, retrieve, process and manage immense amounts of data. The software on which we rely has contained, and may now or
  in the future contain, undetected errors or bugs. Some errors may only be discovered after the code has been released for external or
  internal use. Any errors, bugs or defects discovered in the software on which we rely could result in harm to our reputation, or liability
  for damages, any of which could adversely affect our business, results of operations and financial conditions.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>We
  may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  regard trademarks, domain names, know-how, proprietary technologies and similar intellectual property as critical to our success, and
  we rely on a combination of intellectual property laws and contractual arrangements, including confidentiality and non-compete agreements
  with our employees and others, to protect our proprietary rights. Thus, we cannot assure you that any of our intellectual property rights
  would not be challenged, invalidated, circumvented or misappropriated, or such intellectual property will be sufficient to provide us
  with competitive advantages. In addition, because of the rapid pace of technological change in our industry, parts of our business rely
  on technologies developed or licensed by third parties, and we may not be able to obtain or continue to obtain licenses and technologies
  from these third parties on reasonable terms, or at all.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Preventing
  any unauthorized use of our intellectual property is difficult and costly and the steps we take may be inadequate to prevent the misappropriation
  of our intellectual property. In the event that we resort to litigation to enforce our intellectual property rights, such litigation
  could result in substantial costs and a diversion of our managerial and financial resources. We can provide no assurance that we will
  prevail in such litigation. In addition, our trade secrets may be leaked or otherwise become available to, or be independently discovered
  by, our competitors. To the extent that our employees or consultants use intellectual property owned by others in their work for us,
  disputes may arise as to the rights in related know-how and inventions. Any failure in protecting or enforcing our intellectual property
  rights could have a material adverse effect on our business, financial condition and results of operations.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"></P>
  
  <!-- Field: Page; Sequence: 57; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->49<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>We
  may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  cannot be certain that our operations or any aspects of our business do not or will not infringe upon or otherwise violate trademarks,
  patents, copyrights, know-how or other intellectual property rights held by third parties. We may be, from time to time in the future,
  subject to legal proceedings and claims relating to the intellectual property rights of others. In addition, there may be third-party
  trademarks, patents, copyrights, know-how or other intellectual property rights that are infringed by our products, services or other
  aspects of our business without our awareness. Holders of such intellectual property rights may seek to enforce such intellectual property
  rights against us in China, the United States or other jurisdictions. If any third-party infringement claims are brought against us,
  we may be forced to divert management&rsquo;s time and other resources from our business and operations to defend against these claims,
  regardless of their merits. If we were found to have violated the intellectual property rights of others, we may be subject to liability
  for our infringement activities or may be prohibited from using such intellectual property, and we may incur licensing fees or be forced
  to develop alternatives of our own. As a result, our business and results of operations may be materially and adversely affected.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B>Risks
  Related to Our Ordinary Shares</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  trading price of our Ordinary Shares is subject to pricing factors that are not necessarily associated with traditional factors that
  influence stock prices or the value of non-bitcoin assets such as revenue, cash flows, profitability, growth prospects or business activity
  levels since the value and price, as determined by the investing public, may be influenced by future anticipated adoption or appreciation
  in value of digital assets or blockchains generally, factors over which we have little or no influence or control.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Other
  factors that could cause volatility in the market price of our Ordinary Shares include, but are not limited to:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in; font-size: 10pt">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in; font-size: 10pt"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">actual or anticipated
          fluctuations in our financial condition and operating results or those of companies perceived to be similar to us;</P></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in; font-size: 10pt">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in; font-size: 10pt; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; font-size: 10pt; text-align: justify"><FONT STYLE="font-size: 10pt">actual or anticipated changes in
      our growth rate relative to our competitors;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in; font-size: 10pt">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in; font-size: 10pt; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; font-size: 10pt; text-align: justify"><FONT STYLE="font-size: 10pt">commercial success and market acceptance
      of blockchain and bitcoin and other digital assets;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">actions by our competitors, such as new business
      initiatives, acquisitions and divestitures;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">strategic transactions undertaken by us;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">additions or departures of key personnel;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">prevailing economic conditions;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">disputes concerning our intellectual property or
      other proprietary rights;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">sales of our Ordinary Shares by our officers, directors
      or significant shareholders;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">other actions taken by our shareholders;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">future sales or issuances of equity or debt securities
      by us;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">business disruptions caused by earthquakes, tornadoes
      or other natural disasters;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">issuance of new or changed securities analysts&rsquo;
      reports or recommendations regarding us;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"></P>
  
  <!-- Field: Page; Sequence: 58; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->50<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">legal proceedings involving our company, our industry
      or both;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">changes in market valuations of companies similar
      to ours;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">the prospects of the industry in which we operate;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">speculation or reports by the press or investment
      community with respect to us or our industry in general;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in"><FONT STYLE="font-size: 10pt">the level of short interest in our shares; and</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">other risks, uncertainties and factors described
          in our Annual Report for the year ended December 31, 2022 on Form 20-F.</P></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: -15.35pt; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">In
  addition, the stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance
  of issuers. These broad market fluctuations may negatively impact the price or liquidity of our Ordinary Shares. When the price of a
  stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the issuer, and we
  have been impacted in that way. See the risk factor below titled <I>&ldquo;We defended and settled a securities class action litigation
  which resulted in significant costs for the Company</I>.&rdquo; The pending lawsuit has required significant management time and attention,
  resulting in significant legal expenses and potential damages.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Our
  Chief Financial Officer and Chairman currently have voting power to control all significant corporate actions.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Erke
  Huang, our Chief Financial Officer and a director, and Zhaohui Deng, our Chairman of the Board, collectively beneficially own 1,000,000
  preferred shares, each having fifty (50) votes, which equals approximately 46.7%&nbsp;of the voting power of our 106,901,657 outstanding
  Ordinary Shares as of January 25, 2024 or approximately 32% of all votes cast on an as-converted basis. The Board authorized the exchange
  by Messrs. Huang and Deng of 1,000,000 Ordinary Shares for an equivalent number of preferred shares, in the form of a poison pill, to
  enable them to carry out the Company&rsquo;s business plan without the threat of a hostile takeover. Nevertheless, as a result of their
  shareholdings, Mr. Huang and Mr. Deng may be able to control the vote over decisions regarding mergers, consolidations and the sale of
  all or substantially all of our assets, the election of directors, and other significant corporate actions. They may take action that
  is not in the best interests of our other shareholders. This concentration of voting power may discourage or delay our Company, which
  could deprive our shareholders of an opportunity to receive a premium for their shares as part of the sale of our Company and might reduce
  the market price of our Ordinary Shares. These actions may be taken even if they are opposed by our other shareholders.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>We
  may be unable to comply with the applicable continued listing requirements of the Nasdaq Capital Market, which may adversely impact our
  access to capital markets and may cause us to default certain of our agreements.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Our
  Ordinary Shares are currently traded on the Nasdaq Capital Market. Nasdaq rules require us to maintain a minimum closing bid price of
  $1.00 per Ordinary Share. The closing bid price of our Ordinary Shares fell below $1.00 per share for 30 consecutive trading days twice,
  so we were not in compliance with Nasdaq&rsquo;s rules for listing standards. Although we regained compliance each time, there can be
  no assurance we will continue to meet the minimum bid price requirements or any other Nasdaq requirements in the future, in which case
  our Ordinary Shares could be delisted.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">In
  the event that our Ordinary Shares are delisted from Nasdaq and are not eligible for quotation or listing on another market or exchange,
  trading of our Ordinary Shares could be conducted only on the over-the-counter market or on an electronic bulletin board established
  for unlisted securities, such as the OTC. In such event, it could become more difficult to dispose of, or obtain accurate price quotations
  for, our Ordinary Shares, and there would likely also be a reduction in our coverage by securities analysts and the news media, which
  could cause the price of our Ordinary Shares to decline further. In addition, our ability to raise additional capital may be severely
  impacted if our shares are delisted from Nasdaq, which may negatively affect our business plans and the results of our operations.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"></P>
  
  <!-- Field: Page; Sequence: 59; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->51<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>If
  securities or industry analysts do not publish research or publish unfavorable research about our business, our share price and trading
  volume could decline</I>.</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  trading market for our Ordinary Shares will be influenced by whether industry or securities analysts publish research and reports about
  us, our business, our market or our competitors and, if any analysts do publish such reports, what they publish in those reports. We
  may not obtain or maintain analyst coverage in the future. Any analysts that do cover us may make adverse recommendations regarding our
  shares, adversely change their recommendations from time to time and/or provide more favorable relative recommendations about our competitors.
  If analysts who may cover us in the future were to cease coverage of our company or fail to regularly publish reports on us, or if analysts
  fail to cover us or publish reports about us at all, we could lose (or never gain) visibility in the financial markets, which in turn
  could cause the share price of our Ordinary Shares or trading volume to decline. Moreover, if our operating results do not meet the expectations
  of the investor community, one or more of the analysts who cover our Company may change their recommendations regarding our Company,
  and our share price could decline.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>Our
  Ordinary Shares may be thinly traded, and you may be unable to sell at or near ask prices or at all if you need to sell your shares to
  raise money or otherwise desire to liquidate your shares.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Our
  Ordinary Shares may become &ldquo;thinly-traded&rdquo;, meaning that the number of persons interested in purchasing our Ordinary Shares
  at or near bid prices at any given time may be relatively small or non-existent. This situation may be attributable to a number of factors,
  including the fact that we may not be well-known to stock analysts, stock brokers, institutional investors and others in the investment
  community that generate or influence sales volume, and that, even if we came to the attention of such persons, they tend to be risk-averse
  and might be reluctant to follow a relatively unknown company such as ours or purchase or recommend the purchase of our shares until
  such time as we became more seasoned. As a consequence, there may be periods of several days or more when trading activity in our shares
  is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally
  support continuous sales without an adverse effect on share price. A broad or active public trading market for our Ordinary Shares may
  not develop or be sustained.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>We
  defended and settled a securities class action litigation which resulted in significant costs for the Company.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  market for our Ordinary Shares may have, when compared to seasoned issuers, significant price volatility, and we expect that our share
  price may continue to be more volatile than that of a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated
  securities class action litigation against a company following periods of volatility in the market price of its securities. On January
  20, 2021, a securities class action lawsuit was filed against the Company and its Chief Executive Officer and Chief Financial Officer
  titled&nbsp;<U>Anthony Pauwels v. Bit Digital, Inc., Min Hu and Erke Huang</U>&nbsp;(Case No. 1:21-cv-00515) (U.S.D.C. S.D.N.Y.). The
  class action was brought on behalf of persons that purchased or acquired our Ordinary Shares between December 21, 2020 and January 11,
  2021, a period of volatility in our Ordinary Shares, as well as volatility in the price of bitcoin. On April 29, 2021, the Court consolidated
  several related cases under the caption&nbsp;<U>In re Bit Digital, Inc. Securities Litigation</U>. Joseph Franklin Monkam Nitcheu was
  appointed as lead plaintiff. On July 6, 2021, the lead plaintiff filed a consolidated class action complaint (the &ldquo;Amended Complaint&rdquo;).
  The Amended Complaint was still based primarily upon a January 11, 2021 short seller report and included, among other things, additional
  information concerning our previously discontinued peer to peer lending business. We filed a motion to dismiss the lawsuit and vigorously
  defended the action. While that motion was pending, the Company agreed with the lead plaintiff selected in the case to settle the class
  action by paying $2,100,000. The Company chose to do that to eliminate the burden, expense and uncertainties of further litigation. The
  Company continues to deny the allegations in the Amended Complaint and nothing in the settlement is evidence of any liability on the
  Company&rsquo;s behalf.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">On
  March 7, 2023, a final judgment in this matter was entered approving the settlement and certifying the class for purposes of enforcing
  the settlement and payment was then made by the Company.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"></P>
  
  <!-- Field: Page; Sequence: 60; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->52<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>We
  have not paid Ordinary Share dividends in the past and do not anticipate paying cash dividends in the foreseeable future.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  have never declared or paid any cash dividends with respect to our Ordinary Shares and do not intend to pay any cash dividends in the
  foreseeable future. The Preference Shares held by our Chairman of the Board and Chief Financial Officer provide for an eight (8%) percent
  ($800,000) annual dividend when and if declared by the Board. On February 7, 2023 and December 8, 2023, the Board of Directors declared
  eight (8%) percent dividends on the preference shares to Geney Development Ltd., an entity beneficially owned by the Company&rsquo;s
  Chairman and Chief Financial Officer. We currently plan to retain any future earnings to cover operating costs and otherwise fund the
  growth of our business. We cannot assure you that we would, at any time, generate sufficient surplus cash that would be available for
  distribution to the holders of our Ordinary Shares as a dividend. As a result, capital appreciation, if any, of our Ordinary Shares will
  be the sole source of gain for the foreseeable future. There is no guarantee that our Ordinary Shares will appreciate in value or even
  maintain the price at which a shareholder purchased such shareholder&rsquo;s shares.&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>You
  may face difficulties in protecting your interests as a shareholder, as Cayman Islands law provides substantially less protection when
  compared to the laws of the United States and it may be difficult for a shareholder of ours to effect service of process or to enforce
  judgements obtained in the U.S. courts.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Our
  corporate affairs are governed by our amended and restated memorandum and articles of association and by the Companies Act (Revised)
  of the Cayman Islands and common law of the Cayman Islands. The rights of shareholders to take legal action against our directors and
  us, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large
  extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited
  judicial precedent in the Cayman Islands as well as from English common law. Decisions of the Privy Council (which is the final court
  of appeal for British overseas territories such as the Cayman Islands) are binding on a court in the Cayman Islands. Decisions of the
  English courts, and particularly the Supreme Court of the United Kingdom and the Court of Appeal are generally of persuasive authority
  but are not binding on the courts of the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors
  under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedents in the United States.
  In particular, the Cayman Islands has a less developed body of securities laws as compared to the United States and provide significantly
  less protection to investors. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action
  before the U.S. federal courts. The Cayman Islands courts are also unlikely to impose liabilities against us in original actions brought
  in the Cayman Islands, based on certain civil liability provisions of U.S. securities laws. It may be difficult for a shareholder to
  enforce against us judgments obtained in U.S. courts, including judgments predicated upon the civil liability provisions of the securities
  laws of the United States or any state in the United States.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">As a result of all of the
  above, our shareholders may have more difficulty in protecting their interests through actions against us or our officers, directors
  or major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>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.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Currently,
  a portion of our operations and of our assets and personnel are located outside the United States. Four of five members of our Board
  of Directors are nationals or residents of jurisdictions other than the United States, and a substantial portion, if not all, of their
  assets are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within
  the United States upon these persons, or to enforce against us or them judgments obtained in U.S. courts, including judgments predicated
  upon the civil liability provisions of the securities laws of the United States or any state in the United States. Foreign countries
  may have no arrangement for the reciprocal enforcement of judgments with the United States. As a result, recognition and enforcement
  in a foreign country of judgments of a court in the United States and any of the other jurisdictions in relation to any matter not subject
  to a binding arbitration provision may be difficult or impossible. Even if you sue successfully in a U.S. court or any other jurisdictions,
  you may not be able to collect on such judgment against us or our directors and officers. In addition, the SEC, the U.S. Department of
  Justice and other U.S. authorities may also have difficulties in bringing and enforcing actions against us or our directors or officers
  outside the United States.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"></P>
  
  <!-- Field: Page; Sequence: 61; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->53<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>We
  are currently a foreign private issuer within the meaning of the rules under the Exchange Act, and, as such, we are exempt from certain
  provisions applicable to United States domestic public companies.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  are currently a foreign private issuer within the meaning of the rules under the Exchange Act through December 31, 2023. As such, we
  are exempt from certain provisions applicable to United States domestic public companies. For example:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">we are not required to provide as many Exchange Act
      reports, or as frequently, as a domestic public company;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-indent: 0in; text-align: justify">&nbsp;</TD>
      <TD STYLE="text-indent: 0in; text-align: justify">&nbsp;</TD>
      <TD STYLE="text-indent: 0in; text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-indent: 0in; text-align: justify">&nbsp;</TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">for interim reporting,
          we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic
          public companies;</P></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-indent: 0in; text-align: justify">&nbsp;</TD>
      <TD STYLE="text-indent: 0in; text-align: justify">&nbsp;</TD>
      <TD STYLE="text-indent: 0in; text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-indent: 0in; text-align: justify">&nbsp;</TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">we are not required to provide the same level of
      disclosure on certain issues, such as executive compensation;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-indent: 0in; text-align: justify">&nbsp;</TD>
      <TD STYLE="text-indent: 0in; text-align: justify">&nbsp;</TD>
      <TD STYLE="text-indent: 0in; text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-indent: 0in; text-align: justify">&nbsp;</TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">we are exempt from
          provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;</P></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-indent: 0in; text-align: justify">&nbsp;</TD>
      <TD STYLE="text-indent: 0in; text-align: justify">&nbsp;</TD>
      <TD STYLE="text-indent: 0in; text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-indent: 0in; text-align: justify">&nbsp;</TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">we are not required
          to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect
          of a security registered under the Exchange Act;</P></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">we are not required
          to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and trading
          activities and establishing insider liability for profits realized from any &ldquo;short-swing&rdquo; trading transaction; and.</P></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in; text-align: justify">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">we file annual reports
          on Form 20-F and reports on Form 6-K as a foreign private issuer. As a result of our reduced reporting requirements, our shareholders
          may not have access to certain information they may deem important.</P></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>We
  incur significant costs as a result of being a public company and will continue to do so in the future, particularly as we cease to qualify
  as an &ldquo;emerging growth company.&rdquo;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  incur significant legal, accounting and other expenses as a public company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently
  implemented by the SEC and the NASDAQ Capital Market, impose various requirements on the corporate governance practices of public companies.
  We have been an &ldquo;emerging growth company,&rdquo; as set forth above, and remained an emerging growth company until December 31,
  2023, which was the earlier of (1) the last day of the fiscal year (a) ending December 31, 2023, or (b) in which we have a total annual
  gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value
  of our Ordinary Shares that is held by non-affiliates exceeds $700 million as of the prior June 30<SUP>th</SUP>, and (2) the date on
  which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. An emerging growth company may
  take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. Because,
  since January 1, 2024, we are no longer an emerging growth company, we may incur additional costs which could have a material adverse
  effect on our financial condition.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"></P>
  
  <!-- Field: Page; Sequence: 62; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->54<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>If
  we are classified as a passive foreign investment company, United States taxpayers who own our Ordinary Shares may have adverse United
  States federal income tax consequences.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">A
  non-U.S. corporation such as ourselves will be classified as a passive foreign investment company, which is known as a PFIC, for any
  taxable year if, for such year, either</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in"><FONT STYLE="font-size: 10pt">at least 75% of our gross income for the year is passive income; or</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; background-color: white">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px; text-indent: 0in">&nbsp;</TD>
      <TD STYLE="width: 24px; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">the average percentage
          of our assets (determined at the end of each quarter) during the taxable year which produce passive income or which are held
          for the production of passive income is at least 50%.</P></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Passive
  income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of
  a trade or business) and gains from the disposition of passive assets.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">If
  we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. shareholder
  who holds our Ordinary Shares, the U.S. shareholder may be subject to increased U.S. federal income tax liability and may be subject
  to additional reporting requirements.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Whether
  we are a PFIC for 2023 or any future taxable year is uncertain because, among other things, the treatment of digital asset such as bitcoin
  for purposes of the PFIC rules is unclear. We express no opinion with respect to our PFIC status and also express no opinion with regard
  to our expectations regarding our PFIC status. Given this uncertainty, prospective U.S. shareholders contemplating an investment in the
  Ordinary Shares may want to assume that we are a PFIC and are urged to consult their own tax advisors regarding our PFIC status and the
  resulting U.S. federal income tax consequences in light of their own particular.&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-transform: uppercase; text-align: center"><FONT STYLE="font-weight: normal"><U STYLE="text-decoration: none"><A NAME="A_001"></A>SPECIAL
  NOTE REGARDING FORWARD-LOOKING STATEMENTS</U></FONT></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">This prospectus and the documents
  incorporated herein by reference contain &ldquo;forward-looking statements&rdquo; within the meaning of Section&nbsp;27A of the Securities
  Act and Section&nbsp;21E of the Exchange Act about us and our industry that involve substantial risks and uncertainties. All statements
  other than statements of historical fact contained in this document and the materials accompanying this document are forward-looking
  statements. These statements are based on current expectations of future events. Frequently, but not always, forward-looking statements
  are identified by the use of the future tense and by words such as &ldquo;believes,&rdquo; &ldquo;expects,&rdquo; &ldquo;anticipates,&rdquo;
  &ldquo;intends,&rdquo; &ldquo;will,&rdquo; &ldquo;may,&rdquo; &ldquo;could,&rdquo; &ldquo;would,&rdquo; &ldquo;predicts,&rdquo; &ldquo;anticipates,&rdquo;
  &ldquo;future,&rdquo; &ldquo;plans,&rdquo; &ldquo;continues,&rdquo; &ldquo;estimates&rdquo; or similar expressions. Forward-looking statements
  are not guarantees of future performance and actual results could differ materially from those indicated by such forward-looking statements.
  Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our or our industry&rsquo;s
  actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity,
  performance, or achievements expressed or implied by the forward-looking statements. These forward-looking statements speak only as of
  the date made and are subject to a number of known and unknown risks, uncertainties and assumptions, including the important factors
  incorporated by reference into this prospectus from our most recent Annual Report on Form 20-F and any subsequent Current Reports on
  Form 6-K we file after the date of this prospectus, and all other information contained or incorporated by reference into this prospectus,
  as updated by our subsequent filings under the Exchange Act and in our other filings with the SEC, that may cause our actual results,
  performance or achievements to differ materially from those expressed or implied by the forward-looking statements.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">Because forward-looking statements
  are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control,
  you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our
  forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking
  statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it
  is not possible for management to predict all risk factors and uncertainties. Except as required by applicable law, we do not plan to
  publicly update or revise any forward-looking statements, whether as a result of any new information, future events, changed circumstances
  or otherwise.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in"></P>
  
  <!-- Field: Page; Sequence: 63; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->55<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center"><FONT STYLE="font-weight: normal"><U STYLE="text-decoration: none"><A NAME="A_002"></A>ENFORCEABILITY
  OF CIVIL LIABILITIES</U></FONT></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">We were incorporated in the
  Cayman Islands in order to enjoy the following benefits:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 0.25in">&nbsp;</TD>
      <TD STYLE="width: 0.25in; text-align: left"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">political and economic stability;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-indent: 0in; text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">an effective judicial system;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-indent: 0in; text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">a favorable tax system;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-indent: 0in; text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">the absence of exchange control or currency restrictions;
      and</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-indent: 0in; text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">the availability of professional and support services.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">However, certain disadvantages
  accompany incorporation in the Cayman Islands. These disadvantages include, but are not limited to, the following:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 0.25in">&nbsp;</TD>
      <TD STYLE="width: 0.25in; text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">The Cayman Islands has a less developed body of securities
      laws as compared to the United States and these securities laws provide significantly less protection to investors; and</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-indent: 0in">&nbsp;</TD>
      <TD STYLE="text-indent: 0in; text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-indent: 0in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">Cayman Islands companies may not have standing to
      sue before the federal courts of the United States.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">Our constitutional documents
  do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, between us,
  our officers, directors and shareholders, be arbitrated. Currently, a portion of our operations are conducted outside of the United States,
  and a portion of our assets are located outside the United States. All of our Board of Directors are nationals or residents of jurisdictions
  other than the United States, and a substantial portion, if not all, of their assets are located outside the United States. As a result,
  it may be difficult for a shareholder to effect service of process within the United States upon these persons, or seek recognition and/or
  enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions
  of the securities laws of the United States or any state in the United States.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">We have appointed Corporation
  Service Company located at 19 West 44<SUP>th</SUP> Street, Suite 201, New York, New York 10036, as our agent upon whom process may be
  served in any action brought against us under the securities laws of the United States.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">Ogier (Cayman) LLP, our counsel
  as to Cayman Islands law, and Tian Yuan Law Firm, our counsel as to PRC law, have advised us, respectively, that there is uncertainty
  as to whether the courts of the Cayman Islands and China, respectively, would recognize or enforce judgments of United States courts
  obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United
  States or any state in the United States; or entertain original actions brought in each respective jurisdiction against us or our directors
  or officers predicated upon the securities laws of the United States or any state in the United States.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">We have been advised by our
  Cayman Islands legal counsel, Ogier (Cayman) LLP, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against
  us, judgments of courts of the United States obtained against us or our directors or officers predicated upon the civil liability provisions
  of the securities laws of the United States or any state in the United States; and (ii) in original actions brought in the Cayman Islands,
  to impose liabilities against us or our directors or officers predicated upon the civil liability provisions of the securities laws of
  the United States or any state in the United States, so far as the liabilities imposed by those provisions are penal in nature. In those
  circumstances, although there is currently no statutory enforcement or treaty between the United States and the Cayman Islands providing
  for enforcement of judgments obtained in the United States. The courts of the Cayman Islands will recognize and enforce a foreign money
  judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent
  foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions
  are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive, given by a court of
  competent jurisdiction (the courts of the Cayman Islands will apply the rules of Cayman Islands private international law to determine
  whether the foreign court is a court of competent jurisdiction), and must not be in respect of taxes or a fine or penalty, inconsistent
  with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be
  of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands. Furthermore, it is uncertain
  that Cayman Islands courts would enforce: (1) judgments of U.S. courts obtained in actions against us or other persons that are predicated
  upon the civil liability provisions of the U.S. federal securities laws; or (2) original actions brought against us or other persons
  predicated upon the Securities Act. Ogier (Cayman) LLP has informed us that there is uncertainty with regard to Cayman Islands law relating
  to whether a judgment obtained from the U.S. courts under civil liability provisions of the securities laws will be determined by the
  courts of the Cayman Islands as penal, punitive in nature. A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings
  are being brought elsewhere.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"></P>
  
  <!-- Field: Page; Sequence: 64; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->56<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">Tian Yuan Law Firm has further
  advised us that the recognition and enforcement of foreign judgments are subject to compliance with the PRC Civil Procedures Law and
  relevant civil procedure requirements in the PRC. PRC courts may recognize and enforce foreign judgments in accordance with the requirements
  of PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on reciprocity between
  jurisdictions. China does not have any treaties or other form of reciprocity with the United States or the Cayman Islands that provide
  for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, courts in
  the PRC will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic
  principles of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a
  PRC court would enforce a judgment rendered by a court in the United States or in the Cayman Islands.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center; text-indent: 0in"><A NAME="a_007"></A>USE
  OF PROCEEDS</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">We will not receive any proceeds
  from the sale of the Ordinary Shares by the Selling Securityholders. All such proceeds will be received by the Selling Securityholders.
  However, we expect to use the proceeds from the exercise of the options for working capital and other general corporate purposes.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center; text-indent: 0in"><A NAME="a_008"></A>SELLING
  SECURITYHOLDERS</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">The shares offered by this
  prospectus are being registered for reoffers and resales by the Selling Securityholders, who may acquire such shares pursuant to the
  exercise of options and Awards granted under the Plan. All of the Ordinary Shares registered for sale under this reoffer prospectus will
  be owned, prior to the offer and sale of such shares, by certain of our employees, non-employee directors, executive officers and consultants.
  The persons listed below (the &ldquo;Selling Securityholders&rdquo;) are deemed to be the &ldquo;affiliates&rdquo; of the Company. We
  are registering the Ordinary Shares covered by this reoffer prospectus for the Selling Securityholders. As used in this reoffer prospectus,
  &ldquo;Selling Securityholders&rdquo; includes the pledges, donees, transferees or others who may later hold the Selling Securityholders&rsquo;
  interests. The Selling Securityholders named below may resell all, a portion or none of such shares from time to time. In addition, certain
  non-affiliates of the Company, not named in the following table, who hold less than the lesser of 1,000 shares or 1% of the shares issuable
  under a plan may also use this prospectus to sell up to that amount of shares acquired by them pursuant to the exercise of options or
  other Awards granted to them under the Plan.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">The following table sets forth,
  with respect to each Selling Securityholder, based upon information available to us as of December 21, 2023, the number of Ordinary Shares
  beneficially owned before and after the sale of the Ordinary Shares offered by this prospectus; the maximum number of shares to be sold;
  and the percent of the outstanding Ordinary Shares owned before and after the sale of the Ordinary Shares offered by this prospectus.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%">
    <TR STYLE="vertical-align: bottom; background-color: White">
      <TD STYLE="border-bottom: Black 1.5pt solid; width: 38%; font-weight: bold; font-variant: small-caps; text-align: left">Selling
      Securityholder</TD><TD STYLE="padding-bottom: 1.5pt; text-align: center; width: 1%; font-weight: bold; font-variant: small-caps">&nbsp;</TD>
      <TD STYLE="padding-bottom: 1.5pt; width: 1%; font-weight: bold; font-variant: small-caps; text-align: center">&nbsp;</TD><TD STYLE="border-bottom: Black 1.5pt solid; width: 18%; font-weight: bold; font-variant: small-caps; text-align: center"><FONT STYLE="font-size: 10pt; font-variant: small-caps"><B>Shares
                                                                                                                               Owned <BR> Prior to the <BR>
  Sale (1)</B></FONT></TD><TD STYLE="white-space: nowrap; padding-bottom: 1.5pt; width: 2%; font-weight: bold; font-variant: small-caps; text-align: center">&nbsp;</TD><TD STYLE="padding-bottom: 1.5pt; text-align: center; width: 1%; font-weight: bold; font-variant: small-caps">&nbsp;</TD>
      <TD STYLE="border-bottom: Black 1.5pt solid; width: 18%; font-weight: bold; font-variant: small-caps; text-align: center">Percentage
      of <BR>
      Shares Owned <BR>
      Prior to the <BR>
      Sale</TD><TD STYLE="padding-bottom: 1.5pt; text-align: center; width: 1%; font-weight: bold; font-variant: small-caps">&nbsp;</TD>
      <TD STYLE="padding-bottom: 1.5pt; width: 1%; font-weight: bold; font-variant: small-caps; text-align: center">&nbsp;</TD><TD STYLE="border-bottom: Black 1.5pt solid; width: 18%; font-weight: bold; font-variant: small-caps; text-align: center"><FONT STYLE="font-size: 10pt; font-variant: small-caps"><B>Shares
                                              <BR>
                                              Registered</B></FONT></TD><TD STYLE="padding-bottom: 1.5pt; width: 1%; font-weight: bold; font-variant: small-caps; text-align: center">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left">Erke Huang</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right"><FONT STYLE="font-size: 10pt">800,000</FONT></TD><TD STYLE="white-space: nowrap; text-align: left">(2)(3)</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: right">*</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right"><FONT STYLE="font-size: 10pt">450,000</FONT></TD><TD STYLE="text-align: left">(2)</TD></TR>
    </TABLE>
  
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><TR STYLE="vertical-align: top; text-align: justify">
  <TD STYLE="width: 0in"></TD><TD STYLE="width: 0.25in; text-align: left">*</TD><TD STYLE="text-align: justify">Less than one (1%) percent
                                              of the issued and outstanding Ordinary Shares.</TD>
  </TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 25.9pt; text-align: justify; text-indent: -25.9pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 25.9pt; text-align: justify; text-indent: -25.9pt"></P>
  
  <!-- Field: Page; Sequence: 65; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->57<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 25.9pt; text-align: justify; text-indent: -25.9pt">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><TR STYLE="vertical-align: top; text-align: justify">
  <TD STYLE="width: 0in"></TD><TD STYLE="width: 0.25in; text-align: left">(1)</TD><TD STYLE="text-align: justify">Based on 106,901,657
                                              Ordinary Shares issued and outstanding as of January 25, 2024 together with securities exercisable
                                              or convertible with Ordinary Shares within sixty (60) days as of such date for each shareholder.
                                              Except to the extent otherwise indicated, to the best of the Company&rsquo;s knowledge, each
                                              of the indicated persons exercises sole voting and investment power with respect to all shares
                                              beneficially owned by him.</TD>
  </TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 25.9pt; text-align: justify; text-indent: -25.9pt">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><TR STYLE="vertical-align: top; text-align: justify">
  <TD STYLE="width: 0in"></TD><TD STYLE="width: 0.25in; text-align: left">(2)</TD><TD STYLE="text-align: justify">Includes 450,000 Ordinary
                                              Shares issuable under restricted share units (&ldquo;RSUs&rdquo;) granted and vested in December
                                              2023.</TD>
  </TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 25.9pt; text-align: justify; text-indent: -25.9pt">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><TR STYLE="vertical-align: top; text-align: justify">
  <TD STYLE="width: 0in"></TD><TD STYLE="width: 0.25in; text-align: left">(3)</TD><TD STYLE="text-align: justify">Erke Huang (through Even
                                              Green Holdings Limited) is the beneficial owner of 300,000 Ordinary Shares issuable upon
                                              the conversion of 1,000,000 Preference Shares owned by Geney Development Limited (&ldquo;GDL&rdquo;),
                                              a BVI entity, located at 4th Floor Waters Edge Building, Meridian Plaza, Road Town, Tortola
                                              VG1110, British Virgin Islands. The Company&rsquo;s Amended and Restated Articles of Association
                                              (the &ldquo;AOA&rdquo;), filed in the Cayman Islands on or about April 30, 2021, provide
                                              that (i) all Preference Shares are convertible into Ordinary Shares on a one-for-one basis
                                              and (ii) for all Company matters requiring the vote of Members by a poll or by proxy, each
                                              Preference Share shall carry the equivalent number of votes as 50 Ordinary Shares, or an
                                              aggregate of 15,000,000 votes, for Mr. Huang which are equal to approximately 14% of the
                                              106,901,657 issued and outstanding shares as of January 25, 2024 or approximately 10% of
                                              the Voting Securities, including the Preference Shares when continued with the remainder
                                              of the 1,000,000 Preference Shares owned by Zhaohui Deng, Chairman of the Board of Directors,
                                              GDL has the power to vote against 32% of the Voting Shares.</TD>
  </TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 25.9pt; text-align: justify; text-indent: -25.9pt">&nbsp;</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center; text-indent: 0in"><A NAME="a_009"></A>PLAN
  OF DISTRIBUTION</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">The Ordinary Shares listed
  in the table appearing under &ldquo;Selling Securityholders&rdquo; are being registered to permit the resale of Ordinary Shares by the
  Selling Securityholders from time to time after the date of this prospectus. There can be no assurance that the Selling Securityholders
  will sell any or all of the Ordinary Shares offered hereby. We will not receive any of the proceeds from the sale of the Ordinary Shares
  by the Selling Securityholders.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">The Selling Securityholder
  may sell all or a portion of the Ordinary Shares offered hereby from time to time directly to purchasers or through one or more underwriters,
  broker-dealers or agents, at market prices prevailing at the time of sale, at prices related to such market prices, at a fixed price
  or prices subject to change or at negotiated prices, by a variety of methods including the following:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 0.25in">&nbsp;</TD>
      <TD STYLE="width: 0.25in; text-align: left"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">on any national securities exchange or&nbsp;over-the-counter&nbsp;market
      on which the Ordinary Shares may be listed or quoted at the time of sale; </FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-indent: 0in; text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">ordinary brokerage transactions and transactions
      in which the broker-dealer solicits purchasers;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-indent: 0in; text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">block trades in which a broker-dealer may attempt
      to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-indent: 0in; text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">purchases by a broker-dealer, as principal, and a
      subsequent resale by the broker-dealer for its account;</FONT></TD></TR>
  </TABLE>
  
  <P STYLE="margin: 0">&nbsp;</P>
  
  <P STYLE="margin: 0"></P>
  
  <!-- Field: Page; Sequence: 66; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->58<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="margin: 0">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 0.25in">&nbsp;</TD>
      <TD STYLE="text-align: left; width: 0.25in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">in &ldquo;at the market&rdquo; offerings to or through
      market makers into an existing market for Ordinary Shares;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-indent: 0in; text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">an exchange distribution in accordance with the rules
      of the applicable exchange;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-indent: 0in; text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">privately negotiated transactions;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-indent: 0in; text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">in transactions otherwise than on such exchanges
      or in the&nbsp;over-the-counter&nbsp;market;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-indent: 0in; text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">through a combination of any such methods; or</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-indent: 0in; text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">through any other method permitted under applicable
      law.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">We will pay the expenses incident
  to the registration and offering of the Ordinary Shares offered hereby. We have agreed to indemnify the Selling Securityholders and certain
  other persons against certain liabilities in connection with the offering by the Selling Securityholders offered hereby, including liabilities
  arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">Broker-dealers engaged by the
  Selling Securityholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts
  from the Selling Securityholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts
  to be negotiated. The Selling Securityholders do not expect these commissions and discounts to exceed what is customary in the types
  of transactions involved.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">The Selling Securityholders
  may from time to time pledge or grant a security interest in some or all of the shares owned by them and, if they default in the performance
  of their secured obligations, the pledgees or secured parties may offer and sell Ordinary Shares from time to time under this prospectus,
  or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provisions of the Securities Act amending the list
  of Selling Securityholders to include the pledgee, transferee or other successors in interest as Selling Securityholders under this prospectus.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">Upon our being notified by
  a Selling Securityholder that any material arrangement has been entered into with a broker or dealer for the sale of shares through a
  secondary distribution, or a purchase by a broker or dealer, we will file a prospectus supplement, if required, pursuant to Rule 424(b)
  under the Securities Act, disclosing (a) the name of each of such Selling Securityholder and the participating broker-dealers, (b) the
  number of shares involved, (c) the price at which such shares are being sold, (d) the commissions paid or the discounts or concessions
  allowed to such broker-dealers, (e) where applicable, that such broker-dealers did not conduct any investigation to verify the information
  set out or incorporated by reference in the prospectus, as supplemented, and (f) other facts material to the transaction.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">In addition to any such number
  of shares sold hereunder, a Selling Securityholder may, at the same time, sell any shares, including the shares offered by this prospectus,
  owned by such person in compliance with all of the requirements of Rule 144 under the Securities Act, regardless of whether such shares
  are covered by this prospectus.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">In addition, upon us being
  notified in writing by a Selling Securityholders that a donee or pledgee intends to sell more than 500 Ordinary Shares, a supplement
  to this prospectus will be filed if then required in accordance with applicable securities law.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">The Selling Securityholders
  also may transfer the Ordinary Shares in other circumstances, in which case the transferees, pledgees or other successors in interest
  will be the selling beneficial owners for purposes of this prospectus.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">The Selling Securityholders
  and any broker-dealers or agents that are involved in selling the shares may be deemed to be &ldquo;underwriters&rdquo; within the meaning
  of the Securities Act in connection with such sales. In such event any commissions received by such broker-dealers or agents and any
  profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.
  Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of securities will be paid
  by the selling shareholder and/or the purchasers. The Ordinary Shares are listed on the Nasdaq Capital Market under the symbol &ldquo;BTBT.&rdquo;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"></P>
  
  <!-- Field: Page; Sequence: 67; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->59<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">Each Selling Securityholder
  may be deemed to be an &ldquo;underwriter&rdquo; within the meaning of Section 2(a)(11) of the Securities Act. Any underwriters, brokers,
  dealers or agents that participate in such distribution may be deemed to be &ldquo;underwriters&rdquo; within the meaning of the Securities
  Act, and any discounts, commissions or concessions received by any underwriters, brokers, dealers or agents might be deemed to be underwriting
  discounts and commissions under the Securities Act. Any Selling Securityholder who is an &ldquo;underwriter&rdquo; within the meaning
  of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and the provisions of the Exchange
  Act and the rules thereunder relating to stock manipulation.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">In order to comply with the
  securities laws of some states, Ordinary Shares sold in those jurisdictions may only be sold through registered or licensed brokers or
  dealers. In addition, in some states, Ordinary Shares may not be sold unless the Ordinary Shares have been registered or qualified for
  sale in that state or an exemption from registration or qualification is available and is complied with. The compensation paid to a particular
  broker-dealer may be less than or in excess of customary commissions. We cannot presently estimate the amount of compensation that any
  agent will receive. Each Selling Securityholder has represented and warranted to us that it acquired the securities subject to this registration
  statement in the ordinary course of such Selling Securityholder&rsquo;s business and, at the time of its purchase of such securities
  such Selling Securityholder had no agreements or understandings, directly or indirectly, with any person to distribute any such securities.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">We have advised each Selling
  Securityholder that it may not use shares registered on this registration statement to cover short sales of shares made prior to the
  date on which this registration statement shall have been declared effective by the SEC. If a Selling Securityholder uses this prospectus
  for any sale of the shares, it will be subject to the prospectus delivery requirements of the Securities Act. The Selling Securityholders
  will be responsible to comply with the applicable provisions of the Securities Act and Exchange Act, and the rules and regulations thereunder
  promulgated, including, without limitation, Regulation M, as applicable to such Selling Securityholders in connection with resales of
  their respective shares under this registration statement.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">We are required to pay all
  fees and expenses incident to the registration of the shares, other than commissions and discounts of underwriters, dealers or agents,
  but we will not receive any proceeds from the sale of the shares. We have agreed to indemnify the Selling Securityholders against certain
  losses, claims, damages and liabilities, including liabilities under the Securities Act.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">There is no assurance that
  any of the Selling Securityholders will sell any or all of the shares offered by this prospectus.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center; text-indent: 0in"><A NAME="a_010"></A>DESCRIPTION
  OF SECURITIES TO BE REGISTERED</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">The following summary of the
  terms of our share capital does not purport to be complete and is qualified in its entirety by reference to the applicable provisions
  of Cayman Islands law and our Amended and Restated Memorandum and Articles of Association.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">We are a Cayman Islands exempted
  company and our affairs are governed by our amended and restated memorandum and articles of association (referred to herein as the &ldquo;Amended
  and Restated Memorandum and Articles of Association&rdquo;) and the Companies Act (Revised) of the Cayman Islands, which we refer to
  as the Companies Act below.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">We amended our memorandum and
  articles of association on April 30, 2021, following our Annual General Meeting held on April 20, 2021, to create a new class of 10,000,000
  authorized Preference Shares of par value US$0.01 each and for changes to the description of Cayman Island laws and certain other updates.
  We further amended our authorized share capital on September 8, 2021, following an extraordinary general meeting on the same date, to
  increase the total authorized capital to $3,500,000.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"></P>
  
  <!-- Field: Page; Sequence: 68; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->60<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">Our authorized share capital
  is 350,000,000 shares consisting of 340,000,000 Ordinary Shares, par value $0.01 per share and 10,000,000 Preference Shares, par value
  $0.01 per share. As of December 21, 2023, there were 100,594,257 Ordinary Shares and 1,000,000 Preference Shares (with fifty (50) votes
  each) issued and outstanding.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">The holders of our Ordinary
  Shares are entitled to one vote for each share held of record on all matters submitted to a vote of members. The holders of our Ordinary
  Shares are entitled to receive ratably such dividends as are declared by our board of directors out of funds legally available therefor.
  In the event of our liquidation, dissolution or winding up, holders of our Ordinary Shares have the right to a ratable portion of assets
  remaining after payment of liabilities. The holders of our Ordinary Shares have no preemptive rights or rights to convert their Ordinary
  Shares into any other securities and are not subject to future calls or assessments by the Company. All issued and outstanding Ordinary
  Shares are fully paid and non-assessable.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center; text-indent: 0in"><A NAME="a_011"></A>INTEREST
  OF NAMED EXPERTS AND COUNSEL</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">There are no interests of named experts and counsel.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center; text-indent: 0in"><A NAME="a_012"></A>DISCLOSURE
  OF COMMISSION POSITION ON INDEMNIFICATION<BR>
  FOR SECURITIES ACT LIABILITIES</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">Insofar as indemnification
  for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company, the
  SEC has expressed its opinion that such indemnification is against public policy as expressed in the Securities Act and is, therefore,
  unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses
  incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding)
  is asserted by such director, officer or controlling person in connection with the shares being registered, the Company will, unless
  in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
  question whether such indemnification by us is against public policy as expressed in the Securities Act and we will be governed by the
  final adjudication of such issue.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center; text-indent: 0in"><A NAME="a_013"></A>EXEMPTION
  FROM REGISTRATION CLAIMED</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">Exemption from registration
  pursuant to Section 4(a)(2) of the Securities Act is claimed for the issuance of Restricted Share Units awarded to officers of the Company
  under the Plan. See &ldquo;<I>Selling Securityholders</I>.&rdquo;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center; text-indent: 0in"><A NAME="a_014"></A>Material
  changes</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">There have been no material
  changes in the Company&rsquo;s affairs since the end of the latest fiscal year that have not been disclosed in a previously filed report.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center; text-indent: 0in"><A NAME="a_015"></A>LEGAL
  MATTERS</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">The validity of the Ordinary
  Shares offered in this Prospectus and certain other legal matters as to Cayman Islands law will be passed upon for us by Ogier (Cayman)
  LLP, our counsel as to Cayman Islands law.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"></P>
  
  <!-- Field: Page; Sequence: 69; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->61<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center; text-indent: 0in"><A NAME="a_016"></A>EXPERTS</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">Our consolidated financial
  statements for the fiscal years ended December 31, 2022 and 2021 have been incorporated by reference in this Prospectus and in this Registration
  Statement in reliance upon the report of Audit Alliance LLP, an independent registered public accounting firm, on its audit of our financial
  statements given on authority of this firm as experts in accounting and auditing.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">PROSPECTIVE INVESTORS MAY RELY
  ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE PROSPECTIVE INVESTORS WITH DIFFERENT OR
  ADDITIONAL INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO SELL NOR IS IT SEEKING AN OFFER TO BUY IN ANY JURISDICTION WHERE SUCH OFFER,
  OR SALE IS NOT PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT ONLY AS OF THE DATE OF THIS PROSPECTUS, REGARDLESS
  OF THE TIME OF DELIVERY OF THIS PROSPECTUS OR ANY SALE OF THESE SHARES.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in"><B>&nbsp;</B></P>
  
  
  <!-- Field: Page; Sequence: 70; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->62<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0in"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0in"><B>PART II</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0in"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0in"><B>INFORMATION REQUIRED IN THE<BR>
  REGISTRATION STATEMENT</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0in"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0in; text-indent: 0in; text-align: justify"><B>Item
  3. Incorporation of Documents by Reference</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">The following documents filed
  with the Securities and Exchange Commission (the &ldquo;SEC&rdquo;) by Bit Digital, Inc., a Cayman Islands corporation (the &ldquo;Registrant&rdquo;),
  pursuant to the Securities Exchange Act of 1934, as amended (the &ldquo;Exchange Act&rdquo;), are incorporated by reference in this registration
  statement:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in">1.</TD><TD STYLE="text-align: justify">Annual Report on <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390023033401/f20f2022_bitdigitalinc.htm">Form 20-F</A>
                                              for the year ended December 31, 2022, filed with the Commission on April 28, 2023;</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: justify; text-indent: -0.25in">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in">2.</TD><TD STYLE="text-align: justify">Current Reports on Form 6-K as filed
                                              with the Commission on <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390024006786/ea192271-6k_bitdigital.htm">January 26, 2024</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390024006121/ea192091-6k_bitdigital.htm">January 24, 2024</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390024004857/ea191875-6k_bitdigital.htm">January 19, 2024</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390023092412/ea189384-6k_bitdigital.htm">December 4, 2023</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390023091490/ea189226-6k_bitdigital.htm">November 30, 2023</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390023087236/ea188385-6k_bitdigital.htm">November 15, 2023</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390023086427/ea187451-6k_bitdigital.htm">November 14, 2023</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390023082981/ea187674-6k_bitdigital.htm">November 3, 2023</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390023078830/ea185689-6k_bitdigital.htm">September 22, 2023</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390023075515/ea184958-6k_bitdigital.htm">September 11, 2023</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390023070392/ea184121-6k_bitdigital.htm">August 24, 2023</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390023070284/ea184139-6ka1_bitdigital.htm">August 23, 2023</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390023067847/ea182738-6k_bitdigital.htm">August 15, 2023</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390023050720/ea180717-6k_bitdigital.htm">June 22, 2023</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390023048169/ea179985-6k_bitdigital.htm">June 12, 2023</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390023032128/ea177391-6k_bitdigital.htm">April 25, 2023</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390023027975/ea176653-6k_bitdigital.htm">April 6, 2023</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390023022066/f6k032223_bitdigital.htm">March 22, 2023</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390023005630/ea172329-6k_bitdigital.htm">January 27, 2023</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390023004906/ea172147-6k_bitdigital.htm">January 25, 2023</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390023002506/ea171612-6k_bitdigita.htm">January 12, 2023</A> and <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390023001499/ea171375-6k_bitdigital.htm">January 9, 2023</A>  but only to the extent
                                              that the items therein are specifically stated to be &ldquo;filed&rdquo; rather than &ldquo;furnished&rdquo;
                                              for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the &ldquo;Exchange
                                              Act&rdquo;)</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: justify; text-indent: -0.25in">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in">3.</TD><TD STYLE="text-align: justify">The description of our Ordinary Shares
                                              contained in Bit Digital&rsquo;s Registration Statement on <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390021021206/ea139003-f1a1_bitdigital.htm">Form F-1</A> (No. 333-254060) and
                                              any amendment or report filed with the SEC for the purpose of updating.</TD></TR></TABLE>
  
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">All documents subsequently
  filed by the Registrant after the date of this prospectus pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act shall
  be deemed to be incorporated by reference in this prospectus and to be a part of this prospectus from the date of filing of such documents.
  Any statement contained in a previously filed document incorporated by reference in this prospectus shall be deemed to be modified or
  superseded for purposes of this prospectus to the extent that a statement in this prospectus modifies or supersedes such previous statement
  and any statement contained in this prospectus shall be deemed to be modified or superseded to the extent that a statement in any document
  subsequently filed, which is incorporated by reference in this prospectus, modifies or supersedes such statement. Any statement so modified
  or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">You may read and copy any reports,
  statements or other information we have filed at the SEC&rsquo;s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.
  Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Rooms. Our filings are also available on the Internet
  at the SEC&rsquo;s website at http:\\www.sec.gov.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in"><B>Item 4. Description of Securities.</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">Not applicable.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in"><B>Item 5. Interests of Named Experts and Counsel.</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">Not applicable.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in"><B>Item 6. Indemnification of Directors and Officers.</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">(A) The
  registrant&rsquo;s authority to indemnify its officers and directors is governed by the provisions of the registrant&rsquo;s Amended
  and Restated Memorandum and Articles of Association.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"></P>
  
  <!-- Field: Page; Sequence: 71; Options: NewSection; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="text-align: center; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt">II-<!-- Field: Sequence; Type: Arabic; Name: PageNo -->1<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">(B) The
  Amended and Restated Memorandum and Articles of Association of the registrant provides as follows:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">Every Director and officer
  for the time being of the Company or any trustee for the time being acting in relation to the affairs of the Company and their respective
  heirs, executors, administrators, personal representatives or successors or assigns shall, in the absence of willful neglect or default,
  be indemnified by the Company against, and it shall be the duty of the Directors out of the funds and other assets of the Company to
  pay, all costs, losses, damages and expenses, including travelling expenses, which any such Director, officer or trustee may incur or
  become liable in respect of by reason of any contract entered into, or act or thing done by him as such Director, officer or trustee
  or in any way in or about the execution of his duties and the amount for which such indemnity is provided shall immediately attach as
  a lien on the property of the Company and have priority as between the Members over all other claims. No such Director, officer or trustee
  shall be liable or answerable for the acts, receipts, neglects or defaults of any other Director, officer or trustee or for joining in
  any receipt or other act for conformity or for any loss or expense happening to the Company through the insufficiency or deficiency of
  any security in or upon which any of the monies of the Company which shall be invested or for any loss of the monies of the Company which
  shall be invested on for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any monies,
  securities or effects shall be deposited, or for any other loss, damage or misfortune whatsoever which shall happen in or about the execution
  of the duties of his respective office or trust or in relation thereto unless the same happens through his own willful neglect or default.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">(C) The
  Board of Directors of the registrant authorized the registrant to enter into indemnity agreements with officers and directors of the
  registrant when and as determined by the Board of Directors. Pursuant to the foregoing authority, the registrant has entered into indemnity
  agreements with each of its directors and certain of its officers.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">The indemnity agreements obligate
  the registrant to provide the maximum protection allowed under the Cayman Law. The indemnity agreements supplement and increase the protection
  afforded to officers and directors under the Certificate of Incorporation in the following respects:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">(a) The
  Indemnification Agreements entered into with Bryan Bullett and Sam Tabar (the &ldquo;Indemnitees&rdquo;) dated as of March 31, 2021 in
  connection with their Employment Agreements, as amended, provide for a supplement to and in furtherance of the Amended and Restated Memorandum
  and Articles of Association. The Indemnitees did not regard the protection available under the organizational documents of the Company
  and any insurance policies maintained by the Company to be adequate.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">(b) The
  Indemnitees shall be entitled to indemnification if the Indemnitee is, or is threatened to be made, a party to or participant in any
  Proceeding (as defined) other than a Proceeding by or in the right of the Company. The Indemnitees shall be indemnified against all expenses,
  judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with
  such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitees reasonably
  believed to be in or not opposed to the best interests of the Company, and with respect to any criminal proceeding, had no reasonable
  cause to believe the Indemnitee&rsquo;s conduct was unlawful.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 35.5pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 35.5pt">(c) The
  Indemnitees shall be entitled to indemnification if the Indemnitee is, or is threatened to be made, a party to or participant in any
  Proceeding brought by or in the right of the Company, provided the Indemnitees acted in good faith and in a manner the Indemnitee reasonably
  believed to be in or not opposed to the best interests of the Company; <U>provided</U>, <U>however</U>, that if applicable law so provides,
  no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitees
  shall have been adjudged to be liable to the Company unless and to the extent that a court of competent jurisdiction shall determine
  that such indemnification may be made.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 35.5pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 35.5pt">(d) To
  the extent that an Indemnitee is a party to and is successful, on the merits or otherwise, in any proceeding, he shall be indemnified
  to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred
  by him, or on his behalf, in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the
  merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee
  against all Expenses actually and reasonably incurred by him, or on his behalf, in connection with each successfully resolved claim,
  issue or matter.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 35.5pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 35.5pt"></P>
  
  <!-- Field: Page; Sequence: 72; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="text-align: center; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt">II-<!-- Field: Sequence; Type: Arabic; Name: PageNo -->2<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 35.5pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 35.5pt">(e) Whether
  or not indemnification is available, in respect of any Proceeding in which the Company is jointly liable with Indemnitee (or would be
  if joined in such Proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such
  Proceeding without requiring Indemnitee to contribute to such payment and the Company waived and relinquished any right of contribution
  it may have against Indemnitee.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 35.5pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 35.5pt">(f) All
  agreements and obligations of the Company contained in the Agreement shall continue until the date that is ten (10) years after the date
  upon which Indemnitee&rsquo;s corporate status terminates and shall continue thereafter so long as Indemnitee shall be subject to any
  Proceeding.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 35.5pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 35.5pt">(g) The
  Indemnitee provided certain consulting services to the Company prior to his employment by the Company pursuant to an agreement dated
  February 1, 2021 between the Company and Wellington Park Inc. (&ldquo;Wellington&rdquo;), a company owned by Indemnitee. To further induce
  Indemnitee to accept employment with the Company, the Company agrees that the terms of the Indemnification Agreement shall apply to Wellington
  as if Wellington were also the &ldquo;Indemnitee&rdquo; under such Agreement.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">Insofar as indemnification
  for liabilities arising under the Securities Act may be permitted to officers and directors pursuant to the provisions described above
  or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the
  Securities Act and is, therefore, unenforceable.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0in; text-indent: 0in; text-align: justify"><B>Item
  7. Exemption from Registration Claimed.</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; margin-top: 0pt; margin-right: 0; margin-bottom: 0pt">Not applicable.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-indent: -0.75in"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0in; text-indent: 0in; text-align: justify"><B>Item
  8. Exhibits</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
    <TR STYLE="vertical-align: top">
      <TD STYLE="border-bottom: Black 1.5pt solid; text-align: left; width: 9%"><FONT STYLE="font-size: 10pt">Exhibit No.</FONT></TD>
      <TD STYLE="width: 1%">&nbsp;</TD>
      <TD STYLE="border-bottom: Black 1.5pt solid; width: 90%"><FONT STYLE="font-size: 10pt">Description</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left">4.1</TD>
      <TD>&nbsp;</TD>
      <TD><A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390023070392/ea184121ex99-2_bitdigital.htm">2023 Omnibus Equity
      Incentive Plan with Form of Restricted Share Award<SUP>(1)</SUP></A></TD></TR>
    <TR STYLE="vertical-align: top; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left">4.2</TD>
      <TD>&nbsp;</TD>
      <TD><A HREF="ea192914ex4-2_bitdigital.htm">Form of Incentive Share Option Agreement</A></TD></TR>
    <TR STYLE="vertical-align: top; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left">4.3</TD>
      <TD>&nbsp;</TD>
      <TD><A HREF="ea192914ex4-3_bitdigital.htm">Form of Non-Statutory Share Option Agreement</A></TD></TR>
    <TR STYLE="vertical-align: top; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left">4.4</TD>
      <TD>&nbsp;</TD>
      <TD><A HREF="ea192914ex4-4_bitdigital.htm">Form of Restricted Share Unit</A></TD></TR>
    <TR STYLE="vertical-align: top; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left">5.1</TD>
      <TD>&nbsp;</TD>
      <TD><A HREF="ea192914ex5-1_bitdigital.htm">Opinion of Ogier (Cayman) LLP</A></TD></TR>
    <TR STYLE="vertical-align: top; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left">23.1</TD>
      <TD>&nbsp;</TD>
      <TD><A HREF="ea192914ex5-1_bitdigital.htm">Consent of Ogier (Cayman) LLP (contained in the opinion at Exhibit 5.1)</A></TD></TR>
    <TR STYLE="vertical-align: top; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left">23.2</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify"><A HREF="ea192914ex23-2_bitdigital.htm">Consent of Audit Alliance LLP </A></TD></TR>
    <TR STYLE="vertical-align: top; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left">24.1</TD>
      <TD>&nbsp;</TD>
      <TD><A HREF="#p_001">Power of attorney of officers and directors of the Registrant (included in page II-6)</A></TD></TR>
    <TR STYLE="vertical-align: top; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left">107</TD>
      <TD>&nbsp;</TD>
      <TD><A HREF="ea192914ex-fee_bitdigital.htm">Filing Fee Table</A></TD></TR>
    </TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><TR STYLE="vertical-align: top; text-align: justify">
  <TD STYLE="width: 0in"></TD><TD STYLE="width: 0.25in; text-align: left"><SUP>(1)</SUP></TD><TD STYLE="text-align: justify">Incorporated by reference to the Registrant&rsquo;s Form 6-K
  filed with the SEC on August 24, 2023.</TD>
  </TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.75in"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in"></P>
  
  <!-- Field: Page; Sequence: 73; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="text-align: center; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt">II-<!-- Field: Sequence; Type: Arabic; Name: PageNo -->3<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.75in"><B></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0in; text-indent: 0in; text-align: justify"><B>Item
  9. Undertakings</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">(a) The
  undersigned registrant hereby undertakes:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: 0in">(1) To
  file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 1in"></TD><TD STYLE="width: 0.5in">(i)</TD><TD STYLE="text-align: justify">To include any prospectus required by Section
                                              10(a)(3) of the Securities Act of 1933;</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 1in"></TD><TD STYLE="width: 0.5in">(ii)</TD><TD STYLE="text-align: justify">To reflect in the prospectus any facts
                                              or events arising after the effective date of the registration statement (or the most recent
                                              post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental
                                              change in the information set forth in the registration statement. Notwithstanding the foregoing,
                                              any increase or decrease in volume of securities offered (if the total dollar value of securities
                                              offered would not exceed that which was registered) and any deviation from the low or high
                                              end of the estimated maximum offering range may be reflected in the form of prospectus filed
                                              with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
                                              price represent no more than 20% change in the maximum aggregate offering price set forth
                                              in the &ldquo;Calculation of Registration Fee&rdquo; table in the effective registration
                                              statement;</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 1in"></TD><TD STYLE="width: 0.5in">(iii)</TD><TD STYLE="text-align: justify">To include any material information with
                                              respect to the plan of distribution not previously disclosed in the registration statement
                                              or any material change to such information in the registration statement;</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: justify; text-indent: 0in"><I>&nbsp;</I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: justify; text-indent: 0in"><I>provided, however,
  </I>that paragraphs (a)1(i) and (a)(1)(ii) of above do not apply if the registration statement is on Form S-8, and the information required
  to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission
  by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in
  the registration statement.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: 0in">(2) That,
  for the purpose of determining liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a
  new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
  to be the initial bona fide offering thereof.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: 0in">(3) To
  remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
  of the offering.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: 0in">(4) That,
  for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to
  be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
  deemed to be the initial <I>bona fide </I>offering thereof.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: 0in">(5) For
  determining liability of the undersigned registrant under the Securities Act to any purchaser in the initial distribution of the securities:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in"></P>
  
  <!-- Field: Page; Sequence: 74; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="text-align: center; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt">II-<!-- Field: Sequence; Type: Arabic; Name: PageNo -->4<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: justify; text-indent: 0in">The undersigned registrant
  undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless
  of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means
  of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer
  or sell such securities to such purchaser:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 1in"></TD><TD STYLE="width: 0.5in">(i)</TD><TD STYLE="text-align: justify">Any preliminary prospectus or prospectus
                                              of the undersigned registrant relating to the offering required to be file (pursuant to Rule
                                              424 (&sect;230.424 of this chapter);</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 1in"></TD><TD STYLE="width: 0.5in">(ii)</TD><TD STYLE="text-align: justify">Any free writing prospectus relating to
                                              the offering prepared by or on behalf of the undersigned registrant or used or referred to
                                              by the undersigned registrant;</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 1in"></TD><TD STYLE="width: 0.5in">(iii)</TD><TD STYLE="text-align: justify">The portion of any other free writing
                                              prospectus relating to the offering containing material information about the undersigned
                                              registrant or its securities provided by or on behalf of the undersigned registrant; and</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 1in"></TD><TD STYLE="width: 0.5in">(iv)</TD><TD STYLE="text-align: justify">Any other communication that is an offer
                                              in the offering made by the undersigned registrant to the purchaser.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">(b) The
  undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing
  of the registrant&rsquo;s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
  applicable, each filing of an employee benefit plan&rsquo;s annual report pursuant to Section 15(d) of the Securities Exchange Act of
  1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to
  the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
  thereof.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">(c) Insofar
  as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons
  of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities
  and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the
  event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid
  by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted
  by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the
  opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
  whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of
  such issue.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  
  <!-- Field: Page; Sequence: 75; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="text-align: center; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt">II-<!-- Field: Sequence; Type: Arabic; Name: PageNo -->5<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0in"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0in"><B><A NAME="p_001"></A>SIGNATURES</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">Pursuant to the requirements
  of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
  for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in New York, New York, on February 8, 2024.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in"><B>&nbsp;</B></P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD COLSPAN="2"><FONT STYLE="font-size: 10pt"><B>BIT DIGITAL, INC,</B></FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD COLSPAN="2">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD COLSPAN="2" STYLE="border-bottom: Black 1.5pt solid"><FONT STYLE="font-size: 10pt"><B>/</B><FONT STYLE="font-variant: small-caps; text-transform: lowercase">S</FONT><B>/
      </B>Samir Tabar</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 60%">&nbsp;</TD>
      <TD STYLE="width: 5%"><FONT STYLE="font-size: 10pt">By:</FONT></TD>
      <TD STYLE="width: 35%"> <FONT STYLE="font-size: 10pt">Samir Tabar</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD><FONT STYLE="font-size: 10pt">Title: </FONT></TD>
      <TD><FONT STYLE="font-size: 10pt">Chief Executive Officer</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"><B>KNOW ALL MEN
  BY THESE PRESENTS,</B> that each person whose signature appears below constitutes and appoints Samir Tabar and Erke Huang, and each of
  them, his true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for him and in his name, place
  and stead, in any and all capacities (until revoked in writing), to sign any and all amendments (including post-effective amendments)
  to this registration statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the
  Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and
  every act and thing requisite and necessary to be done as fully for all intents and purposes as he might or could do in person, hereby
  ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to
  be done by virtue hereof. This power-of-attorney does not revoke any earlier powers-of-attorney.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.55in; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin: 0pt 0; text-indent: 0in">Pursuant to the requirements of the Securities Act
  of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
    <TR STYLE="vertical-align: top">
      <TD STYLE="border-bottom: Black 1.5pt solid; text-align: left; width: 35%"><FONT STYLE="font-size: 10pt"><B>SIGNATURE</B></FONT></TD>
      <TD STYLE="padding-bottom: 1.5pt; text-align: center; width: 1%">&nbsp;</TD>
      <TD STYLE="border-bottom: Black 1.5pt solid; text-align: center; width: 38%"><FONT STYLE="font-size: 10pt"><B>TITLE</B></FONT></TD>
      <TD STYLE="padding-bottom: 1.5pt; text-align: center; width: 1%">&nbsp;</TD>
      <TD STYLE="border-bottom: Black 1.5pt solid; text-align: center; width: 25%"><FONT STYLE="font-size: 10pt"><B>DATE</B></FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="border-bottom: Black 1.5pt solid"><FONT STYLE="font-size: 10pt">/s/ Samir Tabar</FONT></TD>
      <TD>&nbsp;</TD>
      <TD><FONT STYLE="font-size: 10pt">Chief Executive Officer</FONT></TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center"><FONT STYLE="font-size: 10pt">February 8, 2024</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD><FONT STYLE="font-size: 10pt">Samir Tabar</FONT></TD>
      <TD>&nbsp;</TD>
      <TD><FONT STYLE="font-size: 10pt">(Principal Executive Officer)</FONT></TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="border-bottom: Black 1.5pt solid"><FONT STYLE="font-size: 10pt">/s/ Erke Huang</FONT></TD>
      <TD>&nbsp;</TD>
      <TD><FONT STYLE="font-size: 10pt">Director and Chief Financial Officer</FONT></TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center"><FONT STYLE="font-size: 10pt">February 8, 2024</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD><FONT STYLE="font-size: 10pt">Erke Huang</FONT></TD>
      <TD>&nbsp;</TD>
      <TD><FONT STYLE="font-size: 10pt">(Principal Financial &amp; Accounting Officer)</FONT></TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="border-bottom: Black 1.5pt solid"><FONT STYLE="font-size: 10pt">/s/ Zhaohui Deng</FONT></TD>
      <TD>&nbsp;</TD>
      <TD><FONT STYLE="font-size: 10pt">Director</FONT></TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center"><FONT STYLE="font-size: 10pt">February 8, 2024</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD><FONT STYLE="font-size: 10pt">Zhaohui Deng</FONT></TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="border-bottom: Black 1.5pt solid"><FONT STYLE="font-size: 10pt">/s/ Ichi Shih</FONT></TD>
      <TD>&nbsp;</TD>
      <TD><FONT STYLE="font-size: 10pt">Director</FONT></TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center"><FONT STYLE="font-size: 10pt">February 8, 2024</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD><FONT STYLE="font-size: 10pt">Ichi Shih</FONT></TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="border-bottom: Black 1.5pt solid"><FONT STYLE="font-size: 10pt">/s/ Jishu Bill Xiong</FONT></TD>
      <TD>&nbsp;</TD>
      <TD><FONT STYLE="font-size: 10pt">Director</FONT></TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center"><FONT STYLE="font-size: 10pt">February 8, 2024</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD><FONT STYLE="font-size: 10pt">Jiashu Bill Xiong</FONT></TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="border-bottom: Black 1.5pt solid"><FONT STYLE="font-size: 10pt">/s/ Brock Pierce </FONT></TD>
      <TD>&nbsp;</TD>
      <TD>Director<FONT STYLE="font-size: 10pt"></FONT></TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">February 8, 2024</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD><FONT STYLE="font-size: 10pt">Brock Pierce</FONT></TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    </TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">&nbsp;</P>
  
  
  <!-- Field: Page; Sequence: 76; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="text-align: center; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt">II-<!-- Field: Sequence; Type: Arabic; Name: PageNo -->6<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0in"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0in"><B>SIGNATURE OF AUTHORIZED REPRESENTATIVE
  IN THE UNITED STATES</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">Pursuant to the requirements
  of Section 6(a) of the Securities Act of 1933, as amended, the undersigned has signed this Registration on Form S-8, solely in the capacity
  of the duly authorized representative of Bit Digital, Inc. in the United States, on February 8, 2024.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-indent: 0in; text-align: justify">&nbsp;</TD>
      <TD COLSPAN="2" STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt"><B>BIT DIGITAL, INC.</B></FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 60%; text-indent: 0in; text-align: justify">&nbsp;</TD>
      <TD STYLE="width: 5%; text-indent: 0in; text-align: justify">&nbsp;</TD>
      <TD STYLE="width: 35%; text-indent: 0in; text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-indent: 0in; text-align: justify">&nbsp;</TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">By:</FONT></TD>
      <TD STYLE="border-bottom: black 1.5pt solid; text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt"><I>/<FONT STYLE="text-transform: lowercase">S</FONT>/
      </I>Samir Tabar</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-indent: 0in; text-align: justify">&nbsp;</TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">Name:&nbsp;</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">Samir Tabar, CEO</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-indent: 0in; text-align: justify">&nbsp;</TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">Title:</FONT></TD>
      <TD STYLE="text-indent: 0in; text-align: justify"><FONT STYLE="font-size: 10pt">Authorized Signatory</FONT></TD></TR>
    </TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">&nbsp;</P>
  
  
  <!-- Field: Page; Sequence: 77; Value: 1 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="text-align: center; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt">II-<!-- Field: Sequence; Type: Arabic; Name: PageNo -->7<!-- Field: /Sequence --></P></DIV>
      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0in"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0in"><B>BIT DIGITAL, INC.</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0in"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0in"><B>REGISTRATION STATEMENT ON
  FORM S-8,</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0in"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0in"><B>EXHIBIT INDEX</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0in">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
    <TR STYLE="vertical-align: top">
      <TD STYLE="vertical-align: bottom; border-bottom: Black 1.5pt solid; text-align: left; width: 9%"><FONT STYLE="font-size: 10pt">Exhibit<BR>
   Number</FONT></TD>
      <TD STYLE="width: 1%">&nbsp;</TD>
      <TD STYLE="text-align: left; border-bottom: Black 1.5pt solid; width: 90%; vertical-align: bottom"><FONT STYLE="font-size: 10pt">Description</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left">4.2</TD>
      <TD>&nbsp;</TD>
      <TD><A HREF="ea192914ex4-2_bitdigital.htm">Form of Incentive Share Option Agreement</A></TD></TR>
    <TR STYLE="vertical-align: top; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left">4.3</TD>
      <TD>&nbsp;</TD>
      <TD><A HREF="ea192914ex4-3_bitdigital.htm">Form of Non-Statutory Share Option Agreement</A></TD></TR>
    <TR STYLE="vertical-align: top; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left">4.4</TD>
      <TD>&nbsp;</TD>
      <TD><A HREF="ea192914ex4-4_bitdigital.htm">Form of Restricted Share Unit</A></TD></TR>
    <TR STYLE="vertical-align: top; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left">5.1</TD>
      <TD>&nbsp;</TD>
      <TD><A HREF="ea192914ex5-1_bitdigital.htm">Opinion of Ogier (Cayman) LLP</A></TD></TR>
    <TR STYLE="vertical-align: top; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left">23.1</TD>
      <TD>&nbsp;</TD>
      <TD><A HREF="ea192914ex5-1_bitdigital.htm">Consent of Ogier (Cayman) LLP (contained in the opinion at Exhibit 5.1)</A></TD></TR>
    <TR STYLE="vertical-align: top; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left">23.2</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: justify"><A HREF="ea192914ex23-2_bitdigital.htm">Consent of Audit Alliance LLP</A></TD></TR>
    <TR STYLE="vertical-align: top; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left">24.1</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: justify"><A HREF="#p_001">Power of Attorney of officers and directors of the Registrant (included in signature
      page II-6)</A></TD></TR>
    <TR STYLE="vertical-align: top; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left">107</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: justify"><A HREF="ea192914ex-fee_bitdigital.htm">Filing Fee Table</A></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 106.55pt; text-align: justify; text-indent: -1in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 106.55pt; text-align: justify; text-indent: -1in"></P>
  
  <!-- Field: Page; Sequence: 78; Options: Last -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="text-align: center; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt">II-<!-- Field: Sequence; Type: Arabic; Name: PageNo -->8<!-- Field: /Sequence --></P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 106.55pt; text-align: justify; text-indent: -1in"></P>
  
  </BODY>
  </HTML>
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "ea192914-s8_bitdigital.htm", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 620647}]
metadata_filer: {"company-data": {"conformed-name": "Bit Digital, Inc", "cik": "0001710350", "assigned-sic": "6199", "organization-name": "09 Crypto Assets", "irs-number": "000000000", "state-of-incorporation": "E9", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-276955", "film-number": "24610242"}, "business-address": {"street1": "33 IRVING PLACE", "city": "NEW YORK", "state": "NY", "zip": "10003", "phone": "212-463-5121"}, "mail-address": {"street1": "33 IRVING PLACE", "city": "NEW YORK", "state": "NY", "zip": "10003"}, "former-company": {"former-conformed-name": "Golden Bull Ltd", "date-changed": "20170626"}}
text: As filed with the Securities and Exchange Commission
  on February 8, 2024
  Registration No. 333-_________
  UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION
  WASHINGTON, D.C. 20549
  FORM S-8
  REGISTRATION STATEMENT
  UNDER THE SECURITIES ACT OF 1933
  BIT DIGITAL, INC.
  (Exact name of registrant as specified in its charter)
  Cayman Islands
  98-1606989
  (State or other jurisdiction of
  incorporation or organization)
  (I.R.S. Employer
  Identification No.)
  33 Irving Place, New York,
  New York 10003
  (Address of Principal Executive Offices) (Zip Code)
  2023 Omnibus Equity Incentive
  Plan
  (Full title of the plan)
  Elliot H. Lutzker, Esq.
  Davidoff Hutcher & Citron
  LLP
  605 3
  rd
  Avenue,
  34
  th
  Floor
  New York, New York 10158
  (Name and address of agent for service)
  (212) 557-7200
  (Telephone number, including area code, of agent
  for service)
  Indicate by check mark whether
  the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
  of "large accelerated filer," "accelerated filer," a "smaller reporting company" or an "emerging
  growth company" in Rule 12b-2 of the Exchange Act.
  (Check one):
  Large accelerated filer
  ☐
  Accelerated filer
  ☐
  Non-accelerated filer
  ☐
  Smaller reporting company
  ☐
  Emerging Growth Company
  ☐
  If
  an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
  with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
  ☐
  EXPLANATORY NOTE
  This registration statement
  on Form S-8 is being filed by Bit Digital, Inc. (the "Company") to register 5,000,000 Ordinary Shares under the Company's
  Plan.
  This Registration Statement
  contains two parts. The first part contains information required in the registration statement pursuant to Part I of Form S-8 with respect
  to Ordinary Shares issuable upon the exercise of share options, or restricted share awards (the "Awards") made under the Plan
  subsequent to the date hereof. The second part contains a "reoffer" prospectus prepared in accordance with the requirements
  of Part I of Form S-3, which, pursuant to General Instruction C of Form S-8, may be used by certain persons, including officers and directors
  of the Company who are deemed to be affiliates of the Company, as that term is defined in Rule 405 under the Securities Act of 1933, as
  amended (the "Securities Act"), as well as by non-affiliate assignees holding restricted securities, as that term is defined
  in Rule 144 under the Securities Act, in connection with the reoffer and resale of Ordinary Shares of the Company received by such persons
  pursuant to the exercise of options or Awards granted under the Plan, which 5,000,000 Ordinary Shares are being registered herein. An
  aggregate of 450,000 Ordinary Shares has been issued pursuant to RSUs grants under the Plan.
  This Prospectus omits certain
  of the information contained in the Registration Statement in accordance with the rules and regulations of the Securities and Exchange
  Commission (the "SEC"). Reference is hereby made to the Registration Statement and related exhibits for further information
  with respect to the Company and the Company's Ordinary Shares. Statements contained herein concerning the provisions of any documents
  are not necessarily complete and, in each instance, reference is made to the copy of such document filed as an exhibit to the Registration
  Statement or otherwise filed with the SEC. Each such statement is qualified in its entirety by such reference.
  We prepared this Registration
  Statement in accordance with the requirements of Form S-8 under the Securities Act. We are registering 5,000,000 Ordinary Shares pursuant
  to our Plan. The purpose of our Plan is to advance the interests of the Company and its shareholders by providing a means of attracting
  and retaining employees, corporate officers, non-employee directors and consultants employed or retained by the Company and its subsidiaries
  and affiliates.
  PART I
  INFORMATION REQUIRED IN THE
  SECTION 10(a) PROSPECTUS
  Item
  1. Plan Information
  The document containing the
  information specified in this Part I of this Form S-8 registration statement has been or will be sent or given to participants in the
  2023 Omnibus Equity Incentive Plan (the "Plan"), as specified by Rule 428(b)(1) promulgated by the SEC under the Securities
  Act. Such document(s) are not being filed with the SEC but constitute (along with the documents incorporated by reference into the registration
  statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.
  This registration statement
  relates to a maximum of 5,000,000 Ordinary Shares issuable pursuant to our Plan (the "Shares").
  Item
  2. Registrant Information and Employee Plan Annual Information
  The documents incorporated by
  reference into this prospectus pursuant to Item 3 of Part II hereof are available without charge, upon written or oral request. The documents
  containing the information specified in this Item 2 will be sent or given to employees, officers or directors upon written or oral request,
  as specified by Rule 428(b) under the Securities Act. All requests shall be directed to Corporate Secretary, Bit Digital, Inc., 33 Irving
  Place, New York, NY 10003; tel.
  (212) 463-5121
  . In accordance with the rules and regulations
  of the SEC and the instructions to Form S-8, such documents are not being filed either as part of this registration statement or as prospectuses
  or prospectus supplements pursuant to Rule 424 under the Securities Act.
  REOFFER PROSPECTUS
  BIT DIGITAL, INC.
  5,000,000 ORDINARY SHARES
  This prospectus relates to the
  reoffer and resale of 5,000,000 Ordinary Shares, par value $0.01 per share, of Bit Digital, Inc., a Cayman Islands company ("Bit
  Digital," the "Company," "we," "us," or "our"), that have been or will be acquired
  by certain persons (collectively referred to as the "Selling Securityholders"), including our officers and directors who are
  deemed to be our affiliates, as that term is defined in Rule 405 under the Securities Act of 1933, as amended (the "Securities Act"),
  holding restricted securities, as that term is defined in Rule 144 under the Securities Act, in connection with the reoffer and resale
  of Ordinary Shares of the Company received by such persons pursuant to the exercise of options to be granted under our 2023 Omnibus Equity
  Incentive Plan (the "Plan").
  The shares offered herby consist
  of 5,000,000 Ordinary Shares issued or issuable under the Plan.
  ●
  Our
  Ordinary Shares are quoted on the Nasdaq Capital Market under the symbol "BTBT." On February 7, 2024, the last reported sale
  price of our Ordinary Shares on the Nasdaq Capital Market was $2.43 per share.
  The shares covered by this prospectus
  may be offered and sold from time to time directly by the Selling Securityholders of Ordinary Shares issued upon the exercise of options
  and/or restricted share awards (the "Awards") granted pursuant to the Plan or through brokers on the Nasdaq Capital Market,
  or otherwise, at the prices prevailing at the time of such sales. The net proceeds to the Selling Securityholders will be the proceeds
  received by them upon such sales, less brokerage commissions, if any. We will pay all expenses of preparing and reproducing this prospectus
  but will not receive any of the proceeds from sales by any of the Selling Securityholders, but we will receive the exercise price upon
  exercise of the share options. The Selling Securityholders and any broker-dealers, agents, or underwriters through whom the shares are
  sold, may be deemed "underwriters" within the meaning of the Securities Act with respect to securities offered by them, and
  any profits realized or commissions received by them may be deemed underwriting compensation. See "
  Plan of Distribution
  ."
  NEITHER THE SECURITIES AND EXCHANGE
  COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY
  OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
  THE SHARES OFFERED HEREBY INVOLVE
  A SUBSTANTIAL DEGREE OF RISK. SEE "
  RISK FACTORS
  " beginning on page 10 of this prospectus.
  The date of this prospectus
  is February 8, 2024
  No person is authorized to give
  any information or to make any representations other than those contained in this prospectus in connection with any offer to sell or sale
  of the securities to which this prospectus relates, and if given or made, such information or representations must not be relied upon
  as having been authorized. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, imply that
  there has been no change in the facts herein set forth since the date hereof. This prospectus is not an offer to sell these securities
  and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
  TABLE OF CONTENTS
  Page
  AVAILABLE INFORMATION
  ii
  INCORPORATION OF DOCUMENTS BY REFERENCE
  iii
  FORWARD-LOOKING STATEMENTS
  iv
  PROSPECTUS SUMMARY
  1
  THE OFFERING
  8
  RISK FACTORS
  10
  SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
  55
  ENFORCEABILITY OF CIVIL LIABILITIES
  56
  USE OF PROCEEDS
  57
  SELLING SECURITYHOLDERS
  57
  PLAN OF DISTRIBUTION
  58
  DESCRIPTION OF SECURITIES TO BE REGISTERED
  60
  INTEREST OF NAMED EXPERTS AND COUNSEL
  61
  DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
  61
  EXEMPTION FROM REGISTRATION CLAIMED
  61
  MATERIAL CHANGES
  61
  LEGAL MATTERS
  61
  EXPERTS
  62
  You should rely only on the
  information contained or incorporated by reference in this prospectus. We have not authorized any other person to provide you with different
  information. If anyone provides you with different or inconsistent information, you should not rely on it.
  This prospectus is not an offer
  to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not
  permitted. You should assume that the information appearing in this Prospectus, as well as information we have previously filed with the
  SEC and incorporated by reference, is accurate only as of the date on the front of those documents.
  i
  AVAILABLE
  INFORMATION
  We file annual, semi-annual,
  quarterly (on a voluntary basis as a foreign private issuer) and current reports and proxy statements and other information with the Securities
  and Exchange Commission ("SEC"). Our public filings are available from the Internet website maintained by the SEC at http://www.sec.gov.
  In addition, our Ordinary Shares are listed on the Nasdaq Capital Market. Accordingly, our reports, statements and other information may
  be inspected at the offices of Nasdaq, One Liberty Plaza, 165 Broadway, New York, New York 10006.
  ii
  INCORPORATION
  OF documents BY REFERENCE
  The SEC allows us to "incorporate
  by reference" information into this prospectus, which means that we can disclose important information to investors by referring
  them to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus
  and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained
  in this prospectus or a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of
  this prospectus to the extent that a statement contained in this prospectus or a subsequently filed document incorporated by reference
  modifies or replaces that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded,
  to constitute a part of this prospectus.
  We incorporate by reference
  our documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c) or 15(d) of the Securities
  Exchange Act of 1934, as amended (the "Exchange Act") between the date of this prospectus and the termination of the offering
  of the securities described in this prospectus. We are not, however, incorporating by reference any documents or portions thereof, whether
  specifically listed below or filed in the future, which are "furnished" to the SEC that are not deemed "filed"
  with the SEC.
  This prospectus incorporates by reference the
  documents set forth below that have previously been filed with the SEC:
  1.
  Annual Report on
  Form 20-F
  for the year ended December 31, 2022, filed with the Commission on April 28, 2023;
  2.
  Current Reports on Form 6-K as filed
                                              with the Commission on
  January 26, 2024
  ,
  January 24, 2024
  ,
  January 19, 2024
  ,
  December 4, 2023
  ,
  November 30, 2023
  ,
  November 15, 2023
  ,
  November 14, 2023
  ,
  November 3, 2023
  ,
  September 22, 2023
  ,
  September 11, 2023
  ,
  August 24, 2023
  ,
  August 23, 2023
  ,
  August 15, 2023
  ,
  June 22, 2023
  ,
  June 12, 2023
  ,
  April 25, 2023
  ,
  April 6, 2023
  ,
  March 22, 2023
  ,
  January 27, 2023
  ,
  January 25, 2023
  ,
  January 12, 2023
  and
  January 9, 2023
  but only to the extent
                                              that the items therein are specifically stated to be "filed" rather than "furnished"
                                              for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
                                              Act"); and
  3.
  The description of our Ordinary Shares
                                              contained in Bit Digital's Registration Statement on
  Form F-1
  (No. 333-254060) and
                                              any amendment or report filed with the SEC for the purpose of updating.
  All documents subsequently filed
  by us pursuant to Sections 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") prior to the
  filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then
  remaining unsold shall be deemed to be incorporated by reference in this prospectus and to be a part of this prospectus from the date
  of filing of such documents. Any statement contained in a previously filed document incorporated by reference in this prospectus shall
  be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement in this prospectus modifies or supersedes
  such previous statement and any statement contained in this prospectus shall be deemed to be modified or superseded to the extent that
  a statement in any document subsequently filed, which is incorporated by reference in this prospectus, modifies or supersedes such statement.
  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
  A copy of any and all of the
  information included in the documents that have been incorporated by reference in this prospectus (excluding exhibits thereto, unless
  such exhibits have been specifically incorporated by reference into the information which this prospectus incorporates) but which are
  not delivered with this prospectus will be provided by us without charge to any person to whom this prospectus is delivered, upon the
  oral or written request of such person. Written requests should be directed to Bit Digital, Inc., 33 Irving Place, New York, New York
  10003, Attention: Corporate Secretary. Oral requests may be directed to the Secretary at
  (212) 463-5121
  .
  iii
  FORWARD-LOOKING
  STATEMENTS
  This prospectus contains "forward-looking
  statements" for purposes of the safe harbor provisions provided by Section 27 of the Securities Act of 1933, as amended (the "Securities
  Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that represent our beliefs,
  projections and predictions about future events. All statements other than statements of historical fact are "forward-looking statements,"
  including any projections of earnings, revenue or other financial items, any statements of the plans, strategies and objectives of management
  for future operations, any statements concerning proposed new projects or other developments, any statements regarding future economic
  conditions or performance, any statements of management's beliefs, goals, strategies, intentions and objectives, and any statements
  of assumptions underlying any of the foregoing. Words such as "may," "will," "should," "could,"
  "would," "predicts," "potential," "continue," "expects," "anticipates,"
  "future," "intends," "plans," "believes," "estimates" and similar expressions,
  as well as statements in the future tense, identify forward-looking statements.
  These statements are necessarily
  subjective and involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance
  or achievements, or industry results, to differ materially from any future results, performance or achievements described in or implied
  by such statements. Actual results may differ materially from expected results described in our forward-looking statements, including
  with respect to correct measurement and identification of factors affecting our business or the extent of their likely impact, and the
  accuracy and completeness of the publicly available information with respect to the factors upon which our business strategy is based
  or the success of our business.
  Forward-looking statements should
  not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of whether, or the times
  by which, our performance or results may be achieved. Forward-looking statements are based on information available at the time those
  statements are made and management's belief as of that time with respect to future events and are subject to risks and uncertainties
  that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.
  Important factors that could cause such differences include, but are not limited to, those factors discussed under the headings "Risk
  Factors" and elsewhere in this prospectus.
  iv
  PROSPECTUS
  SUMMARY
  This summary highlights certain
  information contained elsewhere or incorporated by reference in this prospectus. This summary does not contain all of the information
  that you should consider before deciding to invest in our Ordinary Shares. You should read this entire prospectus carefully, including
  our financial statements and related notes thereto and the other documents incorporated by reference in this prospectus and the risks
  described under "Risk Factors" beginning on page 10. We note that our actual results and future events may differ significantly
  based upon a number of factors. The reader should not put undue reliance on the forward-looking statements in this document, which speak
  only as of the date on the cover of this prospectus.
  All references to "we,"
  "us," "our," "Company," "Registrant" or similar terms used in this prospectus refer to
  Bit Digital, Inc. (formerly known as Golden Bull Limited), a Cayman Islands exempted company ("Bit Digital"), including its
  consolidated subsidiaries, unless the context otherwise indicates. We currently conduct our business through, Bit Digital Hong Kong Limited
  and Bit Digital Strategies Limited, Hong Kong companies; Bit Digital Singapore Pte Ltd.; Bit Digital U.S.A. Inc., a Delaware corporation,
  and our operating entity in the United States; Bit Digital Canada, Inc., our operating entity in Canada; Bit Digital AI Inc., the parent
  company of Bit Digital Iceland Ehf, our operating entity in Iceland; and Bit Digital Investment Management Limited, a BVI business company..
  "PRC" or "China"
  refers to the People's Republic of China, excluding, for the purpose of this prospectus, Taiwan, Hong Kong and Macau, "RMB"
  or "Renminbi" refers to the legal currency of China and "$", "US$" or "U.S. Dollars" refers
  to the legal currency of the United States.
  No action is being taken
  in any jurisdiction outside the United States to permit a public offering of the securities or possession or distribution of this prospectus
  in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform
  themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to that jurisdiction.
  The Company may be subject
  to various legal and operational risks as a result of its previously being a China-based Issuer with a substantial amount of the Company's
  operations previously in China and Hong Kong. See "Risk Factors – Risks Related to Previously Operating in China – We
  may be subject to fines and penalties for operating in China without registration" and "We may be subject to fines and penalties
  for our prior mining activities in mainland China". As a result of our prior structure of an offshore issuer with a variable interest
  entity ("VIE") which are the concern of the SEC as to China-based Issuers, we set forth under "Risk Factors" some
  of the risks and uncertainties concerning the Company's prior operations, however, we do not have and will not have a VIE structure
  and do not intend to have a mainland China subsidiary (hereinafter, a "WFOE"):
  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. However, if the PCAOB later determines 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
  Bit Digital, Inc. is a sustainable
  digital infrastructure platform for digital assets and artificial intelligence ("AI") infrastructure headquartered in New
  York City. Our bitcoin mining operations are located in the U.S., Canada and Iceland. The Company has also established a business line,
  through Bit Digital Iceland Ehf, a subsidiary of Bit Digital AI, that offers specialized cloud-infrastructure services for artificial
  intelligence applications.
  We commenced business in February
  2020. We initiated limited Ethereum mining operations in January 2022 and discontinued the operations by September 2022, due to Ethereum
  blockchain switching from proof-of-work ("PoW") consensus mechanism to proof-of-stake ("PoS") validation. Our
  mining operations, hosted by third-party providers, use specialized computers, known as miners, to generate digital assets. Our miners
  use application specific integrated circuit ("ASIC") chips. These chips enable the miners to apply high computational power,
  expressed as "hash rate", to provide transaction verification services (generally known as "solving a block")
  which helps support the blockchain. For every block added, the blockchain provides an award equal to a set number of digital assets per
  block. Miners with a greater hash rate generally have a higher chance of solving a block and receiving an award.
  1
  We operate our mining assets
  with the primary intent of accumulating digital assets which we may sell for fiat currency from time to time depending on market conditions
  and management's determination of our cash flow needs, exchange for other digital assets. Our mining strategy has been to mine bitcoins
  as quickly and as many as possible given the fixed supply of bitcoins. In view of historically long delivery lead times to purchase miners
  from manufacturers like Bitmain Technologies Limited ("Bitmain") and MicroBT Electronics Technology Co., Ltd ("MicroBT"),
  and other considerations, we may choose to acquire miners on the spot market, which can typically result in delivery within a few weeks.
  We have signed service agreements
  with third-party hosting partners in North America and Iceland. These partners operate specialized mining data centers, where they install
  and operate the miners and provide IT consulting, maintenance, and repair work on site for us. Our mining facilities in New York are maintained
  by Coinmint LLC ("Coinmint") and Digihost Technologies Inc. ("Digihost"). Our mining facility in Texas is maintained
  by Dory Creek, LLC ("Dory Creek"). Our mining facility in Kentucky is maintained by Soluna Computing, Inc ("Soluna").
  Our mining facility in Canada is maintained by Blockbreakers Inc. ("Blockbreakers"). Our mining facility in Iceland is maintained
  by GreenBlocks Ehf, an Icelandic private limited company ("GreenBlocks"). We have relocated some miners from our Texas and
  Nebraska facilities, once under Compute North LLC's maintenance before a third-party takeover preceding their 2022 bankruptcy to
  facilities operated by Coinmint in New York. We have relocated those miners from our Georgia mining facility, previously maintained by
  Core Scientific, Inc to one of Coinmint's facilities. We have relocated some miners from Blockfusion USA, Inc. ("Blockfusion")
  facilities to Digihost and Soluna after our service agreement with Blockfusion ended in September 2023. From time to time, the Company
  may change partnerships with hosting facilities to recalibrate its Bitcoin mining operations. These terminations are strategic, targeting
  reduced operational costs, enhanced energy efficiency for a smaller carbon footprint, increased flexibility in operational control, and
  minimized geopolitical risks. While a short-term decrease in mining output might occur, we expect these changes to yield long-term operational
  improvements.
  We are a sustainability-focused
  digital asset mining company. On June 24, 2021, we signed the Crypto Climate Accord, a private sector-led initiative that aims to decarbonize
  the crypto and blockchain sectors. On December 7, 2021, we became a member of the Bitcoin Mining Council ("BMC"), joining
  MicroStrategy and other founding members to promote transparency, share best practices, and educate the public on the benefits of bitcoin
  and bitcoin mining.
  ETH Staking Business
  In the fourth quarter of 2022,
  we formally commenced Ethereum staking operations. We intend to delegate or stake our ETH holdings to an Ethereum validator node to help
  secure and strengthen the blockchain network. Stakers are compensated for this commitment in the form of a reward of the native network
  token.
  Our native staking operations
  are enhanced by a partnership with Blockdaemon, a leading institutional-grade blockchain infrastructure company for node management and
  staking. In the fourth quarter of 2022, following a similar mechanism to native Ethereum staking, we also participated in liquid staking
  via Portara protocol (formerly known as Harbour), the liquid staking protocol developed by Blockdaemon and StakeWise and the first of
  its kind tailored to institutions. With the introduction of staked ETH withdrawals in April 2023, we have reassessed our Ethereum network
  staking approaches, weighing the advantages of traditional staking against liquid staking solutions. The withdrawal feature in native
  staking, coupled with yields that are on par with those of liquid staking, has encouraged us to expand our collaborations with other service
  providers in this domain. As a result, we have terminated all liquid staking activities with StakeWise in the third quarter, reclaiming
  all staked Ethereum along with the accumulated rewards. As of September 30, 2023, only two nodes are maintained with Blockdaemon to continue
  our native staking operations.
  In addition, since the first
  quarter of 2023, we started native staking with Marsprotocol and participated in liquid staking via Liquid Collective protocol on Coinbase
  platform. Liquid staking allows participants to achieve greater capital efficiency by utilizing their staked ETH as collateral and trading
  their staked ETH tokens on the secondary market.
  Miner Deployments
  During the three and nine months
  ended September 30, 2023, we continued to work with our hosting partners to deploy our miners in North America and Iceland.
  During the second quarter of
  2023, the Company deployed an additional 3,600 miners at one of Coinmint's hosting facilities.
  During the third quarter of
  2023, the Company deployed an additional 310 miners at Digihost's hosting facility.
  2
  During the third quarter of
  2023, the Company deployed an additional 1,890 miners at one of Coinmint's hosting facilities.
  During the second and third
  quarter of 2023, the Company deployed 3,300 miners at GreenBlocks hosting facility.
  As of September 30, 2023, the
  Company's active hash rate totals approximately 1.2 EH/s, with operations in North America and Iceland.
  Power and Hosting Overview
  During the three and nine months
  ended September 30, 2023, our hosting partners continued to prepare sites to deliver our contracted hosting capacity, bringing additional
  power online for our miners.
  The Company's subsidiary,
  Bit Digital Canada, Inc., entered into a Mining Services Agreement effective September 1, 2022, for Blockbreakers, Inc. to provide five
  (5) MW of incremental hosting capacity at its facility in Canada. The facility utilizes an energy source that is primarily hydroelectric.
  On May 8, 2023, the Company
  entered into a Master Mining Services Agreement with Blockbreakers, pursuant to which Blockbreakers, Inc. agreed to provide the Company
  with four (4) MW of additional mining capacity at its hosting facility in Canada. The agreement is for two (2) years automatically renewable
  for additional one (1) year terms unless either party gives at least sixty (60) days' advance written notice. The performance fee
  is 15%. Additionally, Bit Digital has secured a side letter agreement with Blockbreakers, granting the Company the right of first refusal
  for any future mining hosting services offered by Blockbreakers in Canada. This new agreement brings the Company's total contracted
  hosting capacity with Blockbreakers to approximately 9 MW. As of September 30, 2023, Blockbreakers provided approximately 3.3 MW of capacity
  for our miners at their facility.
  On June 7, 2022, we entered
  into a Master Mining Services Agreement (the "MMSA") with Coinmint LLC, pursuant to which Coinmint will provide the required
  mining colocation services for a one-year period automatically renewing for three-month periods unless earlier terminated. The Company
  will pay Coinmint electricity costs, plus operating costs required to operate the Company's mining equipment, as well as a performance
  fee equal to 27.5% of profit, subject to a ten percent (10%) reduction if Coinmint fails to provide uptime of ninety-eight (98%) percent
  or better for any period. We are not privy to the emissions rate at the Coinmint facility or at any other hosting facility. However, the
  Coinmint facility operates in an upstate New York region that reportedly utilizes power that is 99% emissions-free, as determined based
  on the 2023 Load & Capacity Data Report published by the New York Independent System Operator, Inc. ("NYISO").
  On April 5, 2023, the Company
  entered into a letter agreement and MMSA Amendment with Coinmint pursuant to which Coinmint agreed to provide the Company with up to ten
  (10) MW of additional mining capacity to energize the Company's mining equipment at Coinmint's hosting facility in Plattsburgh,
  New York. The agreement is for two (2) years automatically renewable for three (3) months unless not renewed by either party on at least
  ninety (90) days prior written notice. The performance fees under this letter agreement range from 30% to 33% of profit. This new agreement
  brings the Company's total contracted hosting capacity with Coinmint to approximately 30 MW at this facility.
  On April 27, 2023, the Company
  entered into a letter agreement and MMSA Amendment with Coinmint pursuant to which Coinmint agreed to provide the Company with up to ten
  (10) MW of additional mining capacity to energize the Company's mining equipment at Coinmint's hosting facility in Massena,
  New York. The agreement is for one (1) year automatically renewable for three (3) months unless not renewed by either party on at least
  ninety (90) days prior written notice. The performance fees under this letter agreement are 33% of profit. This new agreement brings the
  Company's total contracted hosting capacity with Coinmint to approximately 40 MW.  As of September 30, 2023, Coinmint provided
  approximately 37.3 MW of capacity for our miners at their facilities.
  In June 2021, we entered into
  a strategic co-mining agreement with Digihost Technologies in North America. Pursuant to the terms of the agreement, Digihost provides
  certain premises to Bit Digital for the purpose of the operation and storage of a 20 MW bitcoin mining system to be delivered by Bit Digital.
  Digihost provides services to maintain the premises for a term of two years. Digihost shall also be entitled to 20% of the profit generated
  by the miners.
  3
  In April 2023, we renewed the
  co-mining agreement with Digihost, previously executed in June 2021. Pursuant to the terms of the new agreement, Digihost provides certain
  premises to Bit Digital for the purpose of the operation and storage of an up to 20 MW bitcoin mining system to be delivered by Bit Digital.
  Digihost also provides services to maintain the premises for a term of two years, automatically renewing for a period of one (1) year.
  Digihost shall also be entitled to 30% of the profit generated by the miners. As of September 30, 2023, Digihost provided approximately
  3.0 MW of capacity for our miners at their facility.
  On May 9, 2023 ("Effective
  Date"), the Company entered into a Term Loan Facility and Security Agreement ("Loan Agreement") with GreenBlocks. Pursuant
  to the Loan Agreement, GreenBlocks has requested the Company to extend one or more loans ("advances") under a senior secured
  term loan facility in an aggregate outstanding principal amount not to exceed $5 million. The interest rate of the Loan Agreement is 0%
  and advances are to be repaid on the maturity date, which is the thirty-nine-month anniversary of the Effective Date. GreenBlocks will
  exclusively use the advances to buy miners that will be operated for the benefit of the Company at a facility in Iceland, with an overall
  capacity of 8.25 MW. To secure the prompt payment of advances, the Company has been granted a continuing first priority lien and security
  interest in all of GreenBlocks's rights, title and interest to the financed miners. The miners are the sole property of GreenBlocks,
  of which they are responsible for the purchase, installation, operation, and maintenance.
  On May 9, 2023, the Company
  entered into a Computation Capacity Services Agreement ("Agreement") with GreenBlocks. Pursuant to the Agreement, GreenBlocks
  will provide computational capacity services and other necessary ancillary services, such as operation, management, and maintenance, at
  the facility in Iceland for a term of two (2) years. GreenBlocks will own and operate the miners financed through the Loan Agreement for
  the purpose of providing Computational Capacity of up to 8.25 MW. The Company will pay power costs of five cents ($0.05) per kilowatt
  hour, a Pod fee of $22,000 per pod per month, and a depreciation fee equal to 1/36 of the facility size per month. The performance fees
  under this agreement are 20%. The Company submitted to Greenblocks a deposit in the amount of $1,052,100, which was exclusively for the
  purpose of paying the landlord of the facility for hosting space.
  On June 1, 2023, the Company
  and GreenBlocks entered the Omnibus Amendment to Loan Documents and Other Agreements ("Omnibus Amendment"). This amendment
  revised both the Loan Agreement and the Computation Capacity Services Agreement previously entered on May 9, 2023. While the core terms
  remained consistent, notable modifications pertained to the facility size and contracted capacity. Specifically, the facility size was
  increased from $5 million to $6.7 million. Moreover, GreenBlocks agreed to expand the computation capacity to approximately 10.7 MW. Advances
  of $6.4 million have been financed by the Company to GreenBlocks. As of September 30, 2023, GreenBlocks provided approximately 10.6 MW
  of capacity for our miners at their facility.
  In October 2023, we entered
  into a strategic co-location agreement with Soluna Computing, Inc. ("Soluna") for a term of one year automatically renewing
  on a month-to-month basis unless terminated by either party. Pursuant to the terms of the agreement, Soluna provides certain required
  mining colocation services to Bit Digital for the purpose of the operation and storage of an up to 4.4 MW bitcoin mining system to be
  delivered by Bit Digital. Soluna shall also be entitled to 42.5% of the net profit generated by the miners.
  In November 2023, we entered
  into a hosting services agreement with Dory Creek, LLC ("Dory Creek") for a term of one year automatically renewing on an
  annual basis unless terminated by either party by giving a 30-day prior notice to the other Party in writing. Pursuant to the terms of
  the agreement, Dory Creek provides maintenance and operation services to Bit Digital to support 17.5MW of capacity. Dory Creek shall also
  be entitled to 30% of the net profit generated by the miners. Bit Digital shall have the first right, but not obligation, to accept services
  for any extra capacity under the terms of this Agreement.
  4
  In May 2022, our hosting partner
  Blockfusion advised us that the substation at its Niagara Falls, NY facility was damaged by an explosion and fire, and power was cut off
  to approximately 2,515 of the Company's bitcoin miners and approximately 710 ETH miners that had been operating at the site immediately
  prior to the incident. The explosion and fire are believed to have been caused by faulty equipment owned by the power utility. Blockfusion
  and the Company have entered into a common interest agreement to jointly pursue any claims evolving from the explosion and fire. Prior
  to the incident, our facility with Blockfusion in Niagara Falls, provided approximately 9.4 MW to power our miners. Power was restored
  to the facility in September 2022. However, we received a notice dated October 4, 2022, from the City of Niagara Falls, which ordered
  the cease and desist from any cryptocurrency mining or related operations at the facility until such time as Blockfusion complies with
  Section 1303.2.8 of the City of Niagara Falls Zoning Ordinance (the "Ordinance"), in addition to all other City ordinances
  and codes. Blockfusion has advised us that the Ordinance came into practical effect on October 1, 2022, following the expiration of a
  related moratorium on September 30, 2022. Blockfusion has further advised that it has submitted applications for new permits based
  on the Ordinance's new standards and that the permits may take several months to process. Pursuant to the Mining Services Agreement
  between Bit Digital and Blockfusion dated August 25, 2021, Blockfusion represents, warrants and covenants that it "possesses, and
  will maintain, all licenses, registrations, authorizations and approvals required by any governmental agency, regulatory authority or
  other party necessary for it to operate its business and engage in the business relating to its provision of the Services." On October
  5, 2022, Bit Digital further advised Blockfusion that it expects it to comply with directives of the Notice. Our service agreement with
  Blockfusion ended in September 2023.
  Miner Fleet Update and Overview
  As of September 30, 2023, we
  had 46,852 miners owned or operating (in Iceland) for bitcoin mining and 730 ETH miners, with a total maximum hash rate of 3.7 EH/s and
  0.3 TH/s, respectively.
  On April 28, 2023, we entered
  into a purchase agreement with an unaffiliated seller of bitcoin mining computers, from whom we acquired 3,600 S19 miners. As of the date
  of this report, all miners have been delivered.
  On May 12, 2023, we entered
  into a purchase agreement with an unaffiliated seller of bitcoin mining computers, from whom we acquired 2,200 S19J Pro+ miners. As of
  the date of this report, all miners have been delivered.
  On June 21, 2023, we entered
  into a purchase agreement with an unaffiliated seller of bitcoin mining computers, from whom we acquired 1,100 S19 Pro+ miners. As of
  the date of this report, all miners have been delivered.
  In October 2023, we entered
  into a purchase agreement with an unaffiliated seller of bitcoin mining computers, from whom we acquired 3,630 S19K Pro miners. As of
  the date of this report, the miners have not been delivered.
  Bitcoin Production
  From the inception of our bitcoin
  mining business in February 2020 to September 30, 2023, we earned an aggregate of 5,906.4 bitcoins.
  The following table presents our bitcoin mining activities
  for the nine months ended September 30, 2023:
  Number of
  bitcoins
  Amount
  (1)
  Balance at December 31, 2022
  946.3
  $
  15,796,147
  Receipt of BTC from mining services
  1,083.5
  28,441,394
  Exchange of BTC into ETH
  (549.2
  )
  (9,732,283
  )
  Sales of and payments made in BTC
  (663.2
  )
  (12,008,138
  )
  Receipt of BTC from other income
  3.4
  95,222
  Impairment of BTC
  -
  (4,011,342
  )
  Balance at September 30, 2023
  820.8
  $
  18,581,000
  (1)
  Receipt of digital assets from mining services are the product of the number of bitcoins received multiplied by the bitcoin price obtained from CoinMarketCap, calculated on a daily basis. Sales of digital assets are the actual amount received from sales.
  5
  Environmental, Social
  and Governance
  Sustainability is a major strategic
  focus for us. Several of our mining locations in the US and Canada provide access to partially carbon-free energy and other sustainability-related
  solutions, in varying amounts depending on location, including components of hydroelectric, solar, wind, nuclear and other carbon-free
  generation sources, based on information provided by our hosts and publicly available data, which we believe helps mitigate the environmental
  impact of our operations. We work with an independent ESG (Environmental, Social and Governance) consultant to self-monitor and adopt
  an environmental policy to help us to improve our percentage of green electricity and other sustainability initiatives. As we continue
  to align ourselves with the future of technology and business, we are dedicated to continuously enhancing sustainability, which we believe
  future-proofs our operations and the larger bitcoin network.
  We believe that the bitcoin
  network and the mining that powers it are important inventions in human progress. The process of problem-solving and verifying bitcoin
  transactions using advanced computers is energy intensive, and scrutiny has been applied to the industry for this reason. It follows that
  the environmental costs of mining bitcoin should be surveyed and mitigated by every company in our fast-growing sector. We aim to contribute
  to the acceleration of bitcoin's decarbonization and act as a role model in our industry, responsibly stewarding digital assets.
  We work with Apex Group Ltd,
  an independent ESG consultancy, with the goal of becoming one the first publicly-listed bitcoin miners to receive an independent
  ESG rating on our operations, which we anticipate will provide transparency on the environmental sustainability of our operations, as
  well as other metrics. Apex's ESG Ratings & Advisory tools allow us to benchmark our ESG performance against international standards
  and our peers to identify opportunities for improvement and progress over time. We believe this is an integral approach to improving our
  sustainability practices and mitigating our environmental impact. By measuring the sustainability and footprint of Bit Digital's
  mining, we are able to develop targets to continuously improve as we shift towards our goal of 100% clean energy usage.
  On December 7, 2021, the Company
  became a member of the Bitcoin Mining Council ("BMC"), joining MicroStrategy and other founding members to promote transparency,
  share best practices, and educate the public on the benefits of bitcoin and bitcoin mining.
  COVID-19
  In March 2020, the World Health
  Organization declared the COVID-19 outbreak ("COVID-19") a global pandemic. While all restrictions have been lifted, we continue
  to monitor the situation and the possible effects on our financial condition, liquidity, operations, suppliers and industry, and may take
  further actions that alter our operations and business practices as may be required by federal, state or local authorities or that we
  determine are in the best interests of our partners, customers, suppliers, vendors, employees and shareholders.
  Additionally, we have evaluated
  the potential impact of the COVID-19 outbreak on our financial statements, including, but not limited to, the impairment of long-lived
  assets and valuation of digital assets. Where applicable, we have incorporated judgments and estimates of the expected impact of COVID-19
  in the preparation of the financial statements based on information currently available. Based on our current assessment, we do not expect
  any material impact on our long-term strategic plans, operations and liquidity.
  6
  Recent Events
  In October 2023, the Company
  announced the launch of a new business line through Bit Digital Iceland Ehf, a subsidiary of Bit Digital AI, Inc., that will provide specialized
  infrastructure to support generative artificial intelligence ("AI") workstreams. This represents a material expansion from
  our core business into an industry with robust demand and growth expectations. Importantly, we were able to secure an anchor customer
  for this business without devoting incremental resources towards customer acquisition. This business line aims to provide a non-correlated
  income stream that is intended to help the Company weather potential downturns in its core bitcoin mining and ETH staking businesses and
  intends to make the Company more financially flexible through the 2024 "halving". Revenue for the initial contract commenced
  in January 2024, and we are confident that we can materially scale the business with the necessary financial resources." The Company
  has commenced Bit Digital AI operations by signing service agreements with a customer to support their GPU-accelerated workloads. Under
  the agreements, Bit Digital will provide the customer with rental services for 2,048 GPUs. Concurrently, Bit Digital has agreed to purchase
  the required GPUs and has funded the initial deposit for the purchase order.
  In October 2023, Bit Digital
  finalized an agreement with Soluna Computing, Inc ("Soluna") for 4.4 megawatts of incremental hosting capacity at Project
  Sophie in Kentucky to power its miners for an initial contract term of twelve months.
  In November 2023, Bit Digital
  finalized an agreement with Bitdeer Technologies Group for 17.5 megawatts ("MW") of incremental hosting capacity to power
  its miners at a location in Texas. The initial term of the contract is twelve months with automatic one-year renewals. Additionally, Bit
  Digital will have the first right for an additional 17.5 MW of capacity that may be brought online by the operator. Bit Digital will fill
  the capacity with miners from its existing fleet and with new miner purchases. Approximately 900 S19j Pro units from the Company's
  existing fleet have already been delivered to the facility and are actively hashing. The Company has purchased approximately 3,600 S19k
  Pro mining units that are expected to be delivered to the facility by late-November 2023. The remaining capacity will be filled with future
  miner purchase orders.
  7
  The
  Offering
  This reoffer prospectus relates
  to the reoffer and resale of an aggregate of 5,000,000 Ordinary Shares, par value $0.01 per share, by certain Selling Securityholders,
  including our officers and directors, who are deemed to be affiliates of the Company, that are issuable upon the exercise of options to
  be granted pursuant to our Plan and shares underlying Awards. We will not receive any proceeds from the sale of the shares sold by the
  Selling Securityholders, but we will receive the exercise price upon exercise of the share options, other than for any cashless exercise
  of options.
  If subsequent to the date of
  this reoffer prospectus, we grant any awards under the Plan to any persons who are affiliates of the Company, we would supplement this
  reoffer prospectus with the names of such affiliates and the amount(s) of shares to be reoffered by them as Selling Securityholders.
  Foreign Private Issuer Status
  We are a foreign private issuer
  within the meaning of the rules under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As such, we are
  exempt from certain provisions applicable to United States domestic public companies. For example:
  ●
  we are not required to provide as many Exchange Act reports, or as frequently, as a domestic public company;
  ●
  for interim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic public companies;
  ●
  we are not required to provide the same level of disclosure on certain issues, such as executive compensation;
  ●
  we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;
  ●
  we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; and
  ●
  Our insiders are not required to comply with Section 16 of the Exchange Act requiring such individuals, and entities to file public reports of their share ownership and trading activities and establishing insider liability for profits realized from any "short-swing" trading transaction.
  8
  Emerging Growth Company Status
  We are an "emerging growth
  company," as defined in the Jumpstart Our Business Startups Act (the "JOBS Act"), and we are eligible to take advantage
  of certain exemptions from various reporting and financial disclosure requirements that are applicable to other public companies, that
  are not emerging growth companies, including, but not limited to, (1) presenting only two years of audited financial statements and
  only two years of related management's discussion and analysis of financial condition and results of operations in this prospectus,
  (2) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the
  "Sarbanes-Oxley Act"), (3) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy
  statements, and (4) exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder
  approval of any golden parachute payments not previously approved. We intend to take advantage of these exemptions. As a result, investors
  may find investing in our Ordinary Shares less attractive.
  In addition, Section 107 of
  the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B)
  of the Securities Act of 1933, as amended (the "Securities Act"), for complying with new or revised accounting standards.
  As a result, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply
  to private companies. We intend to take advantage of such extended transition period.
  We
  could remain an emerging growth company for up to five years ending December 31, 2023, or until the earliest of (1) the last day of the
  first fiscal year in which our annual gross revenues exceed $1.07 billion, (2) the date that we become a "large accelerated filer"
  as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our Ordinary Shares that is held by non-affiliates
  exceeds $700 million as of the last business day of our most recently completed second fiscal quarter and we have been publicly reporting
  for at least 12 months, or (3) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year
  period.
  Corporate Information
  Our
  principal executive offices are located at 33 Irving Place, New York, New York 10003. Our telephone number at this address is +1 (212)
  463-5121. Our office in Hong Kong is located at Room 3603, Tower 2 Metro Plaza, Hong Kong, China. Our registered office in the Cayman
  Islands is located at Corporate Filing Services Ltd., 3rd Floor, Harbour Centre, 103 South Church Street, George Town, Grand Cayman, KY
  1-1002, Cayman Islands. Our office in Singapore is located at 21 Floor, 88 Market Street, Capital Spring, S048948. Our office in Iceland
  is located at Skogarhlid 12, 105 Reykjavik, Iceland. Our agent for service of process in the United States is Corporation Service Company,
  19 West 44th Street, Suite 201, New York, NY 10036. The Company's legal advisers are as follows: in the PRC: Tian Yuan Law Firm,
  Suite 509, Tower A, Corporate Square, 35 Financial Street, Xicheng District, Beijing, 100032 China; in the Cayman Islands: Ogier (Cayman)
  LLP, 89 Nexus Way, Camana Bay, Grand Cayman, Cayman Islands KY1-9009; and in the United States: Davidoff Hutcher & Citron LLP, 605
  Third Avenue, New York, New York 10158. Our Auditors are: Audit Alliance, LLP, 20 Maxwell Road #11-09, Maxwell House, Singapore 069113,
  see "
  Experts.
  " Investors should contact us for any inquiries through the address and telephone number of our principal
  executive offices.
  9
  RISK
  FACTORS
  An
  investment in our Ordinary Shares involves a high degree of risk. You should carefully consider the risks and uncertainties described
  below together with all other information contained in this prospectus, including the matters discussed under the heading "Forward-Looking
  Statements" before you decide to invest in our Ordinary Shares.
  The Company may be subject to various legal and operational
  risks as a result of its previously being a China-based Issuer with substantial amounts of the Company's operations previously in
  China and Hong Kong. The legal and regulatory environment in China is in many respects different from the United States. These risks and
  others could result in a material change in the value of our securities and/or significantly limit or completely 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
  . If any of the following risks, or any other risks and uncertainties that are not presently foreseeable to us, actually
  occur, our business, financial condition, results of operations, liquidity and our future growth prospects could be materially and adversely
  affected.
  General Risks
  We
  have a history of operating losses, and we may not be able to sustain profitability; we have recently shifted our digital assets business,
  and we may not be continuously successful in this business.
  We
  experienced profitability from our continuing bitcoin mining operations in 2021. However, as a result of the decline in value of bitcoin
  and the corresponding decline in revenue from digital assets mining, we recognized a net loss of $105,296,603 for the year ended
  December 31, 2022, which included a $24,654,267 impairment of digital assets and a $50,038,650 impairment of property and equipment. We
  recognized a net loss of $11,869,453 for the nine months ended September 30, 2023, representing a change of $24.7 million from a net loss
  of $36.6 million for the nine months ended September 30, 2022. We may continue to incur losses and may have additional impairment of digital
  assets, as we continue to work to shift and grow our digital assets business. Our operations are focused on our bitcoin mining business
  located at our bitcoin mining facilities in the United States, Canada and Iceland, as well as our Ethereum staking operations. Our current
  business, including our growth strategy for our business, involves an industry that is itself new and constantly evolving and is subject
  risks, many of which are discussed below. See "
  Digital Assets Related Risks
  " below.
  Our
  results of operations may fluctuate significantly and may not fully reflect the underlying performance of our business.
  Our
  results of operations, including the levels of our net revenues, expenses, net loss and other key metrics, may vary significantly in the
  future due to a variety of factors, some of which are outside of our control, and period-to-period comparisons of our operating results
  may not be meaningful, especially given our limited bitcoin mining operating history. We terminated all bitcoin mining operations in China
  in June 2021. Our results of operations for the year ended December 31, 2022 were adversely affected by the material decrease in bitcoins
  mined, including, in part, due to the need to migrate and replace a portion of our miners. We have migrated all miners to the United States
  by the end of November 2021 and expected to have had them and any newly purchased miners operational by year end 2022. However, as a result
  of adverse factors described below, there can be no assurance we will again achieve the level of profitability we experienced in late
  2020 or the first quarter of 2021.
  The
  results for any one quarter are not necessarily an indication of future performance. Fluctuations in quarterly results may adversely affect
  the market price of our Ordinary Shares. Factors that may cause fluctuations in our annual financial results include:
  ●
  the amount and timing of operating expenses related to our new business operations and infrastructure;
  ●
  fluctuations in the price of digital assets; and
  ●
  general economic, industry and market conditions.
  10
  We
  may acquire other businesses, form joint ventures or acquire other companies or businesses that could negatively affect our operating
  results, dilute our shareholders' ownership, increase our debt or cause us to incur significant expense; notwithstanding the foregoing,
  our growth may depend on our success in uncovering and completing such transactions.
  We
  seek to enter digital assets mining related businesses around the globe. However, we cannot offer any assurance that acquisitions of businesses,
  assets and/or entering into strategic alliances or joint ventures will be successful. We may not be able to find suitable partners or
  acquisition candidates and may not be able to complete such transactions on favorable terms, if at all. If we make any acquisitions, we
  may not be able to integrate these acquisitions successfully into our existing infrastructure. In addition, in the event we acquire any
  existing businesses we could assume unknown or contingent liabilities.
  Any
  future acquisitions also could result in the issuance of shares, incurrence of debt, contingent liabilities or future write-offs of intangible
  assets or goodwill, any of which could have a negative impact on our cash flows, financial condition and results of operations. Integration
  of an acquired company may also disrupt ongoing operations and require management resources that otherwise would be focused on developing
  and expanding our existing business. We may experience losses related to potential investments in other companies, which could harm our
  financial condition and results of operations. Further, we may not realize the anticipated benefits of any acquisition, strategic alliance
  or joint venture if such investments do not materialize.
  To
  finance any acquisitions or joint ventures, we may choose to issue Ordinary Shares, preferred shares or a combination of debt and equity
  as consideration, which could significantly dilute the ownership of our existing shareholders or provide rights to such preferred shareholders
  in priority over our Ordinary Shareholders. Additional funds may not be available on terms that are favorable to us, or at all. If the
  price of our Ordinary Shares is low or volatile, we may not be able to acquire other companies or fund a joint venture project using shares
  as consideration.
  Our new services and changes
  to existing services could fail to attract or retain users or generate revenue and profits, or otherwise adversely affect our business.
  Our ability to retain, increase,
  and engage our user base and to increase our revenue depends heavily on our ability to continue to evolve our existing services and to
  create successful new services, both independently and in conjunction with developers or other third parties. We may introduce significant
  changes to our existing services or acquire or introduce new and unproven services, including using technologies with which we have little
  or no prior development or operating experience. For example, we are making significant investments in artificial intelligence (AI)
  initiatives, including providing computing capacity to support AI. These efforts, including the introduction of new services or changes
  to existing services, may result in new or enhanced governmental or regulatory scrutiny, litigation, ethical concerns, or other complications
  that could adversely affect our business, reputation, or financial results. If our new services fail to engage users or developers, or
  if our business plans are unsuccessful, we may fail to attract or retain users or to generate sufficient revenue, operating margin, or
  other value to justify our investments, and our business may be adversely affected.
  From
  time to time we may evaluate and potentially consummate strategic investments, combinations, acquisitions or alliances, which could require
  significant management attention, disrupt our business and adversely affect our financial results.
  We
  may evaluate and consider strategic investments, combinations, acquisitions or alliances in the bitcoin mining or other digital assets
  businesses. These transactions could be material to our financial condition and results of operations if consummated. If we are able to
  identify an appropriate business opportunity, we may not be able to successfully consummate the transaction and, even if we do consummate
  such a transaction, we may be unable to obtain the benefits or avoid the difficulties and risks of such transaction.
  Strategic
  investments or acquisitions will involve risks commonly encountered in business relationships, including:
  ●
  difficulties in assimilating and integrating the operations, personnel, systems, data, technologies, products and services of the acquired business;
  ●
  inability of the acquired technologies, products or businesses to achieve expected levels of revenue, profitability, productivity or other benefits;
  ●
  difficulties in retaining, training, motivating and integrating key personnel;
  11
  ●
  diversion of management's time and resources from our normal daily operations;
  ●
  difficulties in successfully incorporating licensed or acquired technology and rights into our businesses;
  ●
  difficulties in maintaining uniform standards, controls, procedures and policies within the combined organizations;
  ●
  difficulties in retaining relationships with customers, employees and suppliers of the acquired business;
  ●
  risks of entering markets, in parts of the United States, in which we have limited or no prior experience;
  ●
  regulatory risks, including remaining in good standing with existing regulatory bodies or receiving any necessary pre-closing or post-closing approvals, as well as being subject to new regulators with oversight over an acquired business; assumption of contractual obligations that contain terms that are not beneficial to us, require us to license or waive intellectual property rights or increase our risk for liability;
  ●
  failure to successfully further develop the acquired technology;
  ●
  liability for activities of the acquired business before the acquisition, including intellectual property infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities;
  ●
  potential disruptions to our ongoing businesses; and
  ●
  unexpected costs and unknown risks and liabilities associated with strategic investments or acquisitions.
  We
  may not make any investments or acquisitions, or any future investments or acquisitions may not be successful, may not benefit our business
  strategy, may not generate sufficient revenues to offset the associated acquisition costs or may not otherwise result in the intended
  benefits. In addition, we cannot assure you that any future investment in or acquisition of new businesses or technology will achieve
  market acceptance or prove to be profitable.
  The
  loss of any member of our management team, our inability to execute an effective succession plan, or our inability to attract and retain
  qualified personnel could adversely affect our business.
  Our
  success and future growth will depend to a significant degree on the skills and services of our management team, including Mr. Sam Tabar,
  our Chief Executive Officer, and Mr. Erke Huang, our Chief Financial Officer. We will need to continue to grow our management in order
  to alleviate pressure on our existing team and in order to continue to develop our business. If our management team, including any new
  hires that we may make, fails to work together effectively and to execute our plans and strategies on a timely basis, our business could
  be harmed. Furthermore, if we fail to execute an effective contingency or succession plan with the loss of any member of management, the
  loss of such management personnel may significantly disrupt our business.
  The
  loss of key members of management could inhibit our growth prospects. Our future success also depends in large part on our ability to
  attract, retain and motivate key management and operating personnel. As we continue to develop and expand our operations, we may require
  personnel with different skills and experiences, and who have a sound understanding of our business and the bitcoin industry. The market
  for highly qualified personnel in this industry is very competitive, and we may be unable to attract or retain such personnel. If we are
  unable to attract or retain such personnel, our business could be harmed.
  12
  We
  incur significant costs and demands upon management and accounting and finance resources as a result of complying with the laws and regulations
  affecting public companies; if we fail to maintain proper and effective internal controls, our ability to produce accurate and timely
  financial statements and otherwise make timely and accurate public disclosure could be impaired, which could harm our operating results,
  our ability to operate our business and our reputation
  .
  As
  a public reporting company, we are required to, among other things, maintain a system of effective internal control over financial reporting.
  Ensuring that we have adequate internal financial and accounting controls and procedures in place so that we can produce accurate financial
  statements on a timely basis is a costly and time-consuming effort that needs to be re-evaluated frequently. Substantial work will continue
  to be required to further implement, document, assess, test and remediate our system of internal controls. As of December 31, 2022, our
  disclosure controls and procedures were not effective and management determined that we did not maintain effective internal control over
  financial reporting due to certain significant deficiencies and material weaknesses. Management is undertaking actions to remediate the
  material weaknesses, but there is no assurance they will be remediated this year.
  If
  our internal control over financial reporting or our disclosure controls are not effective, we may be unable to issue our financial statements
  in a timely manner, we may be unable to obtain the required audit or review of our financial statements by our independent registered
  public accounting firm in a timely manner or we may be otherwise unable to comply with the periodic reporting requirements of the SEC,
  our Ordinary Shares listing on Nasdaq could be suspended or terminated and our share price could materially suffer. In addition, we or
  members of our management could be subject to investigation and sanction by the SEC and other regulatory authorities and to shareholder
  lawsuits, which could impose significant additional costs on us and divert management attention.
  If
  we cannot maintain our corporate culture as we grow, we could lose the innovation, collaboration and focus that contribute to our business.
  We
  believe that a critical component of our success is our corporate culture, which we believe fosters innovation, encourages teamwork and
  cultivates creativity. As we continue to grow, we may find it difficult to maintain these valuable aspects of our corporate culture. Any
  failure to preserve our culture could negatively impact our future success, including our ability to attract and retain employees, encourage
  innovation and teamwork and effectively focus on and pursue our corporate objectives.
  We
  do not have any business interruption or disruption insurance coverage.
  Currently,
  we do not have any business liability or disruption insurance to cover our operations, other than director's and officer's
  liability insurance. We have determined that the costs of insuring for these risks and the difficulties associated with acquiring such
  insurance on commercially reasonable terms make it impractical for us to have such insurance. Any uninsured business disruptions may result
  in our incurring substantial costs and the diversion of resources, which could have an adverse effect on our results of operations and
  financial condition.
  If
  we are unable to successfully continue our digital assets business plan, it would affect our financial and business condition and results
  of operations.
  There
  are various risks related to execution of our digital assets business plans. These efforts include the risk that these efforts may not
  provide the expected benefits in our anticipated time frame, if at all, and may prove costlier than expected; and the risk of adverse
  effects to our business, results of operations and liquidity if past and future undertakings, and the associated changes to our business,
  do not prove to be cost effective or do not result in the cost savings and other benefits at the levels that we anticipate. The execution
  of our business plan, and the timing of any related initiatives, are subject to change at any time based on management's subjective
  evaluation of our overall business needs. If we are unable to successfully execute our business plan, whether due to failure to realize
  the anticipated benefits from our business initiatives in the anticipated time frame or otherwise, we may be unable to achieve our financial
  targets.
  13
  Failure
  to manage our liquidity and cash flows may materially and adversely affect our financial conditions and results of operations. As a result,
  we may need additional capital, and financing may not be available on terms acceptable to us, or at all.
  Since
  May 20, 2021, we drew down an aggregate of $80 million under the Ionics Purchase Agreement and also raised $80 million of gross proceeds
  in our September 2021 private placement. We incurred a net loss of $11,869,453 for the nine months ended September 30, 2023. We incurred
  a net loss of $105,296,603 for the year ended December 31, 2022, which included a $24,654,267 impairment of digital assets and a $50,038,650
  impairment of property and equipment. We had negative cash flows from our operating activities of $23,234,474, $8,496,028, $17,351,892
  and $971,690 for the nine months ended September 30, 2023, and the years ended December 31, 2022, 2021 and 2020, respectively. Negative
  cash flow during fiscal year 2022 resulted, in part, from a net loss of approximately $105 million, including $27,829,730 of depreciation
  of property and equipment and $50,038,650 of impairment of property and equipment. Negative cash flow during fiscal 2021 resulted, in
  part, from $13,113,964 of depreciation of property and equipment and $20,461,318 of share-based compensation related to restricted
  share units. We cannot assure you our business model will allow us to continue to generate positive cash, given our substantial expenses
  in relation to our revenue at this stage of our Company's development. Our inability to offset our expenses with adequate revenue
  will adversely affect our liquidity, financial condition and results of operations. Although we have adequate cash on hand and have drawn
  down on an effective $500 million at the market shelf registration statement and anticipated cash flows from operating activities are
  expected to be sufficient to meet our anticipated working capital requirements and capital expenditures in the ordinary course of business
  for the next 12 months, we cannot assure you that will be the case. We expect to need additional cash resources in the future as we wish
  to pursue opportunities for investment, acquisition, capital expenditure or similar actions in order to implement our business plan. The
  issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result
  in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing
  will be available in amounts or on terms acceptable to us, if at all.
  Our
  cash balances are held at a number of financial institutions that expose us to their credit risk
  We
  maintain our cash and cash equivalents at financial or other intermediary institutions. The combined account balances at each institution
  typically exceed FDIC insurance coverage of $250,000 per depositor, and, as a result, there is a concentration of credit risk related
  to amounts on deposit in excess of FDIC insurance coverage. At September 30, 2023, substantially all of our cash and cash equivalent balances
  held at financial institutions exceeded FDIC insured limits. While we did not have any direct exposure to Silicon Valley Bank, Signature
  Bank, or First Republic, which suffered severe liquidity losses during 2023, if other banks and financial institutions enter receivership
  or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, our ability,
  and the ability of our customers, clients and vendors, to access existing cash, cash equivalents and investments, or to access existing
  or enter into new banking arrangements or facilities, may be threatened and could have a material adverse effect on our business and financial
  condition.
  Digital Assets Related
  Risks
  Our
  results of operations are expected to be impacted by significant fluctuation of digital asset prices
  The
  price of bitcoin has experienced significant fluctuations over its existence and may continue to fluctuate significantly in the future.
  Bitcoin prices ranged from approximately $3,792 per coin as of December 31, 2018; $7,220 per coin as of December 31, 2019; $28,922 per
  coin as of December 31, 2020; to $46,306 per coin as of December 31, 2021, a low of $15,599.05 as of November 21, 2022 and a high of $48,086.84
  as of March 28, 2022, and a low of $16,521.13 as of January 1, 2023 and a high of $44,705.52 as of December 26, 2023 according to CoinMarketCap.
  The price of ETH has likewise experienced significant fluctuation over its existence since we started the ETH staking business in the
  fourth quarter of 2022. Ethereum prices ranged from a low of $896.11 as of June 18, 2022 and a high of $3,876.79 as of January 4, 2022,
  and a low of $1,192.89 as of January 1, 2023 and a high of $2,401.76 as of December 9, 2023 according to CoinMarketCap.
  We
  expect our results of operations to continue to be affected by the digital asset prices as most of our revenue has been from bitcoin mining
  production. As of December 26, 2023, the price of bitcoin has increased to $42,520.40 according to CoinMarketCap. The reductions in the
  price of bitcoin, during year ended December 31, 2022, had a material and adverse effect on our results of operations and financial condition.
  We cannot assure you that the bitcoin price will remain high enough to sustain our operation or that the bitcoin price will not decline
  significantly in the future. Certain of our mining operations are costly and we have not yet powered back on, as it is not economical
  to do so. Fluctuations in the digital asset prices can have had and are expected to continue to have an immediate impact on the trading
  price of our Ordinary Shares even before our financial performance is affected, if at all.
  14
  Various
  factors, mostly beyond our control, could impact the bitcoin price. For example, the bankruptcy filings and regulatory proceedings described
  below, as well as the usage of bitcoins in the retail and commercial marketplace is relatively low in comparison with the usage for speculation,
  which contributes to bitcoin's price volatility. Additionally, the reward for bitcoin mining will decline over time, with the last
  halving event occurred in May 2020 and next one to occur in or about April 2024, which may further contribute to bitcoin price volatility.
  Our
  operating results have and will significantly fluctuate due to the highly volatile nature of digital assets.
  All
  of our sources of revenue are dependent on digital assets and the broader crypto-economy. Due to the highly volatile nature and the prices
  of digital assets, our operating results have, and will continue to, fluctuate significantly from quarter to quarter in accordance with
  market sentiments and movements in the broader digital assets economy. Our operating results will continue to fluctuate significantly
  as a result of a variety of factors, many of which are unpredictable and in certain instances are outside of our control, including, but
  not limited to:
  ●
  our ability to continue to mine bitcoin and acceptance of digital assets as a result of reputational harm from bankruptcies and regulatory proceedings;
  ●
  changes in the legislative or regulatory environment, or actions by governments or regulators, including fines, orders, or consent decrees;
  ●
  regulatory changes that impact our ability to mine various digital assets;
  ●
  our ability to diversify and grow our business;
  ●
  investments we make in the development of our business as well as technology offered to our industry partners and sales and marketing;
  ●
  mining new digital assets in compliance with the Federal securities laws and other compliance regulations;
  ●
  macroeconomic conditions;
  ●
  adverse legal proceedings or regulatory enforcement actions, judgments, settlements, or other legal proceeding and enforcement-related costs;
  ●
  increases in operating expenses that we expect to incur to grow and expand our operations and to remain competitive;
  ●
  breaches of security or privacy;
  ●
  our ability to attract and retain talent; and
  ●
  our ability to compete with our competitors.
  As
  a result of these factors, it is difficult for us to forecast growth trends accurately and our business and future prospects are difficult
  to evaluate, particularly in the short term. In view of the rapidly evolving nature of our business and the digital assets industry, period-to-period
  comparisons of our operating results may not be meaningful, and you should not rely upon them as an indication of future performance.
  Quarterly and annual expenses reflected in our financial statements may be significantly different from historical or projected rates.
  Our operating results in one or more future quarters may fall below the expectations of securities analysts and investors. As a result,
  the trading price of our Ordinary Shares may increase or decrease significantly.
  15
  Our
  future success continues to depend, in part, upon the value of bitcoin, which the value of bitcoin may be subject to pricing risk and
  has historically been subject to wide swings
  .
  Our
  operating results continue to depend, in part, upon the value of bitcoin. Specifically, our revenues from our bitcoin mining operations
  are principally based upon two factors: (1) the number of bitcoin rewards we successfully mine and (2) the value of bitcoin. We also receive
  transaction fees paid in bitcoin by participants who initiated transactions associated with new blocks that we mine. In addition, our
  operating results are directly impacted by changes in the value of bitcoin, because under the value measurement model, both realized and
  unrealized changes are reflected in our statement of operations (i.e., we will be marking bitcoin to fair value each quarter). This means
  that our operating results are subject to swings based upon increases or decreases in the value of bitcoin. Furthermore, our strategy
  has focused primarily on bitcoin (as opposed to other digital assets). Further, our current application-specific integrated circuit ("ASIC")
  machines (which we refer to as "miners") are principally utilized for mining bitcoin and bitcoin cash and cannot mine other
  digital assets, such as ETH, that are not mined utilizing the "SHA-256 algorithm." If other digital assets were to achieve
  acceptance at the expense of bitcoin or bitcoin cash (a variant form of bitcoin created in 2017 by a hard fork of the bitcoin blockchain)
  causing the value of bitcoin or bitcoin cash to decline, or if bitcoin were to switch its proof of work algorithm from SHA-256 to another
  algorithm for which our miners are not specialized, or the value of bitcoin or bitcoin cash were to decline for other reasons, particularly
  if such decline were significant or over an extended period of time, our operating results would be adversely affected, and there could
  be a material adverse effect on our ability to continue as a going concern or to pursue our business strategy at all, which could have
  a material adverse effect on our business, prospects or operations, and harm investors.
  Bitcoin
  and other digital asset prices, which have historically been volatile and are impacted by a variety of factors (including those discussed
  in the previous risk factor), are determined primarily using data from various exchanges, over-the-counter markets and derivative platforms.
  As described above, the digital assets industry has been negatively affected by recent bankruptcies. Furthermore, such prices may be subject
  to factors such as those that impact commodities, more so than business activities, which could be subjected to additional influence from
  fraudulent or illegitimate actors, real or perceived scarcity, and political, economic, regulatory or other conditions. Pricing may be
  the result of, and may continue to result in, speculation regarding future appreciation in the value of digital assets, or our share price,
  inflating and making their market prices more volatile or creating "bubble" type risks for both bitcoin and our Ordinary Shares.
  Unfavorable
  Digital Asset Market Conditions
  The
  prices of digital assets, including bitcoin, have experienced substantial volatility, as described above. During the year 2022, a number
  of companies in the digital assets industry have declared bankruptcy, including Core Scientific, Celsius Network, Voyager Digital Ltd.,
  Three Arrows Capital, BlockFi, and FTX Trading Ltd. ("FTX") and concerning us, Compute North, as described in the following
  risk factor. Such bankruptcies have contributed, at least in part, to further price decreases in bitcoin and other digital assets, a loss
  of confidence in the participants of the digital asset ecosystem and negative publicity surrounding digital assets more broadly. The bankruptcies
  also led to various SEC and criminal enforcement proceedings. All of the foregoing has had a macro decline in the price of securities
  of digital asset companies, including ours.
  Other
  than Compute North, we have not been directly impacted by any of the recent bankruptcies in the digital asset space, as we have no contractual
  privity or relationship to the relevant parties. The Company relocated its miners out of Compute North's facilities to those hosted
  by Blockfusion and Coinmint in New York State. However, termination of the Master Agreement with Compute North had an adverse effect on
  the Company's business and financial condition.  We are dependent on the overall digital assets industry, and such recent events
  have contributed, at least in part, to our and our peers stock price as well as the price of bitcoin. If the liquidity of the digital
  assets markets continues to be negatively impacted, digital asset prices (including the price of bitcoin) may continue to experience significant
  volatility and confidence in the digital asset markets may be further undermined. A perceived lack of stability in the digital asset exchange
  market and the closure or temporary shutdown of digital asset exchanges due to business failure, hackers or malware, government-mandated
  regulation, or fraud, may reduce confidence in digital asset networks and result in greater volatility in digital asset values. Any of
  these events may adversely affect our operations and results of operations and, consequently, an investment in us.
  16
  We
  may be unable to raise additional capital needed to grow our business.
  We
  have operated and expect to continue to operate at a loss at least in the near term, if bitcoin prices decline further, or until we are
  able to profitably stake ETH. In addition, we expect to need to raise additional capital to expand our operations, pursue our growth strategies
  and to respond to competitive pressures or working capital requirements. While we have an effective $500,000,000 at the market shelf registration
  statement, we may not be able to obtain additional debt or equity financing on favorable terms, which could impair our growth and adversely
  affect our existing operations. The global economy, including credit and financial markets, has experienced extreme volatility and disruptions,
  including diminished credit availability, rising interest and inflation rates, declines in consumer confidence, declines in economic growth,
  increases in unemployment rates and uncertainty about economic stability. Such macroeconomic conditions could also make it more difficult
  for us to incur additional debt or obtain equity financing. Further, the digital assets industry has been negatively impacted by recent
  event such as the bankruptcies described in the prior risk factor above and the criminal proceedings brought against FTX Trading Ltd.
  and Binace US. In response to these events, the digital asset markets, including the market for bitcoin and ETH specifically, have experienced
  extreme price volatility and several other entities in the digital asset industry have been, and may continue to be, negatively affected,
  further undermining confidence in the digital assets markets. In light of conditions impacting our industry, it may be more difficult
  for us to obtain equity or debt financing in the future.
  If
  we raise additional equity financing, our shareholders may experience significant dilution of their ownership interests, and the per share
  value of our Ordinary Shares could decline. Furthermore, if we engage in debt financing, of which we have no present intention, the holders
  of debt likely would have priority over the holders of our Ordinary Shares on order of payment preference. We may be required to accept
  terms that restrict our ability to incur additional indebtedness, take other actions including accepting terms that require us to maintain
  specified liquidity or other ratios that could otherwise not be in the interests of our shareholders.
  The
  impact of government responses to mining activity is uncertain.
  Because
  of environmental-impact concerns related to the potential high demand for electricity to support digital asset mining activity, political
  concerns, and for other reasons, we may be required to cease mining operations in certain locations in the world without much or any prior
  notice by a national or local government's formal or informal requirement or because of the anticipation of an impending requirement.
  For example, the Chinese government has required the mining of digital assets to be discontinued on very short notice in 2021. We had
  already migrated our bitcoin mining assets out of China to North America by September 2021; however, in light of the Chinese government's
  actions, it still had had a material adverse effect on our operations in 2021.
  Such
  government action had a negative impact not only on the value of existing miners owned by us but also on our ability to dispose of obsolete
  miners and to purchase new miners and the prices to acquire the same. Such government action also had a significant impact on the price
  of bitcoin, including an increase in the volatility of the price (both up and down) of bitcoin and the price and value of miners owned
  by us (both up and down). These events had a negative impact on our earnings in 2022 and 2023.
  Our
  mining operating costs outpace our mining revenues, which could seriously harm our business or increase our losses.
  Our
  mining operations are costly, and our expenses may increase in the future. We intend to use funds on hand and from shares sold under an
  effective registration statement to continue to purchase bitcoin mining machines if our operating costs are lower than the value of bitcoin.
  This expense increase may not be offset by a corresponding increase in revenue. Our expenses may be greater than we anticipate, and our
  investments to make our business more efficient may not succeed and may outpace monetization efforts. Increases in our costs without a
  corresponding increase in our revenue would increase our losses and could seriously harm our business and financial performance.
  We
  have an evolving business model which is subject to various uncertainties.
  As
  digital assets may become more widely available, we expect the services and products associated with them to evolve. In order to stay
  current with the industry, our business model requires us to evolve as well. From time to time, we have modified and will continue to
  modify aspects of our business model relating to our strategy. We cannot offer any assurance that these or any other modifications will
  be successful or will not result in harm to our business. We may not be able to manage growth effectively, which could damage our reputation,
  limit our growth and negatively affect our operating results. Further, we cannot provide any assurance that we will successfully identify
  all emerging trends and growth opportunities in this business sector, and we may lose out on those opportunities. Such circumstances could
  have a material adverse effect on our business, prospects or operations.
  17
  The
  properties included in our mining network may experience damage, including damage that is not covered by insurance.
  As
  of September 30, 2023, our mining operations in the states of Texas, Kentucky and New York in the United States and in Canada and Iceland
  are, and any future mining sites we may establish will be, subject to a variety of risks relating to physical condition and operation,
  including, but not limited to:
  ●
  the presence of construction or repair defects or other structural or building damage;
  ●
  any noncompliance with or liabilities under applicable environmental, health or safety regulations or requirements or building permit requirements;
  ●
  any damage resulting from natural disasters, such as hurricanes, earthquakes, fires, floods and windstorms; and
  ●
  claims by employees and others for injuries sustained at our properties.
  For
  example, our mines could be rendered inoperable, temporarily or permanently, as a result of a fire or other natural disaster, the coronavirus
  or another pandemic, or by a terrorist or other attack. The security and other measures we take to protect against these risks may not
  be sufficient. Additionally, our mines could be materially adversely affected by a power outage or loss of access to the electrical grid
  or loss by the grid of cost- effective sources of electrical power generating capacity. Given the power requirements of our mines, it
  would not be feasible to run miners on back- up power generators in the event of a power outage. We do not have any insurance to cover
  the replacement cost of any lost or damaged miners, or any interruption of our mining activities. In the event of an uninsured loss, such
  mines may not be adequately repaired in a timely manner or at all, and we may lose some or all of the future revenues anticipated to be
  derived from such mines.
  From
  time to time, our service providers have been unable to supply sufficient electric power for us to operate our miners, which has adversely
  affected our operations, causing us to relocate some or all of our miners to an alternative facility, which may have a less advantageous
  cost structure and our business and results of operations may suffer as a result.
  We
  made a significant capital investment in purchasing second-hand miners in order to implement them rapidly to mine bitcoin at prices advantageous
  to us. Management believes, based on its knowledge of the industry, that the Hosting Agreements provided many advantages as opposed to
  other alternative arrangements. However, we have since been required to deploy or move our miners from their current hosting service providers
  to other mining facilities, and we may be forced to accept less advantageous terms. Further, during relocation to a new mining facility,
  we will not be able to operate our miners and therefore we will not be able to generate revenue.
  From
  May until September 2022, power was offline at the Niagara Falls, New York facility hosted by BlockFusion, due to an explosion and subsequent
  fire. We have estimated the loss of revenue at the Blockfusion site through September 13, 2022 to be approximately $3,200,000. Our methodology
  is based on the historical rate for those impacted miners and the average bitcoin and ETH earned during the above period. Shortly after
  power was restored, the Company and BlockFusion received a notice from the City of Niagara Falls, New York directing BlockFusion to cease
  and desist its cryptocurrency mining activities at Blockfusion's Niagara Falls facility. We relocated our miners from Blockfusion
  facilities to Digihost, Soluna and Bitdeer after our service agreement with Blockfusion ended in September 2023.  The loss of power
  at Blockfusion facilities has had a material adverse effect on our operations.
  During
  the same time, a portion of our miners were offline and power has only been partially used  at our hosting partner Digihost's
  facility at North Tonawanda, New York. Based on the historical miner model hosted by Digihost, we calculated our loss at Digihost (based
  on a hash rate of 60 TH/s and power consumption of 3000W) to be non-material in 2022. We have not yet powered on these miners at the Digihost
  facilities in 2023, as it is not currently economical to do so.
  18
  As
  a result of the bankruptcy filing by Compute North on September 22, 2022, as described above, we have experienced service disruptions.
  If
  we are unable to secure sufficient power supply from the current hosting service providers, or if the current hosting service providers
  are unable to supply sufficient electric power, we may be forced to seek out alternative mining facilities. Should this occur, our operations
  may be disrupted, which may have a material adverse effect on our operations.
  If
  our Hosting Agreements with the current hosting service providers in the U.S. and Canada are terminated, we may be forced to seek a replacement
  facility to operate our miners on acceptable terms; should this occur, our operations may be disrupted, which may have a material adverse
  effect on our operations.
  Relocating
  our miners, as we did to migrate from China and from Compute North and Core Scientific facilities and Blockfusion facilities, required
  us to incur costs to transition to a new facility including, but not limited to, transportation expenses and insurance, downtime while
  we are unable to mine, legal fees to negotiate the new lease, de-installation at our current facility and, ultimately, installation at
  any new facility we identify. These costs may be substantial, and we cannot guarantee that we will be successful in transitioning our
  miners to a new facility. Since we are required to move our miners, our business may suffer, and our results of operations would be expected
  to be materially adversely affected.
  The
  development and acceptance of cryptographic and algorithmic protocols governing the issuance of and transactions in digital assets is
  subject to a variety of factors that are difficult to evaluate.
  The
  use of digital assets to, among other things, buy and sell goods and services and complete transactions, is part of a new and rapidly
  evolving industry that employs bitcoin assets based upon a computer-generated mathematical and/or cryptographic protocol. Large-scale
  acceptance of digital assets as a means of payment has not, and may never, occur. The growth of this industry in general, and the use
  of bitcoin, in particular, is subject to a high degree of uncertainty, and the slowing or stopping of the development or acceptance of
  developing protocols may occur unpredictably. The factors include, but are not limited to:
  ●
  continued worldwide growth in the adoption and use of digital assets as a medium to exchange;
  ●
  governmental and quasi-governmental regulation of digital assets and their use, or restrictions on or regulation of access to and operation of the network or similar bitcoin systems;
  ●
  changes in consumer demographics and public tastes and preferences;
  ●
  the maintenance and development of the open-source software protocol of the network;
  ●
  the increased consolidation of contributors to the bitcoin blockchain through mining pools;
  ●
  the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies;
  ●
  the use of the networks supporting digital assets for developing smart contracts and distributed applications;
  ●
  general economic conditions and the regulatory environment relating to digital assets; and
  ●
  negative consumer sentiment and perception of bitcoin specifically and digital assets generally.
  The
  outcome of these factors could have negative effects on our ability to continue as a going concern or to pursue our business strategy
  at all, which could have a material adverse effect on our business, prospects or operations as well as potentially negative effect on
  the value of any bitcoin or other digital assets we mine or otherwise acquire or hold for our own account, which would harm investors
  in our securities.
  19
  Banks
  and financial institutions may not provide banking services, or may cut off services, to businesses that engage in cryptocurrency-related
  activities or that accept digital assets as payment, including financial institutions of investors in our securities.
  A number
  of companies that engage in bitcoin and/or other bitcoin-related activities have been unable to find banks or financial institutions that
  are willing to provide them with bank accounts and other services. This is particularly true as a result of recent bank failures, which
  were connected to cryptocurrency activities. Similarly, a number of companies and individuals or businesses associated with digital assets
  may have had and may continue to have their existing bank accounts closed or services discontinued with financial institutions in response
  to government action, particularly in China, where regulatory response to digital assets has been to exclude their use for ordinary consumer
  transactions within its jurisdiction.
  Subject
  to such restrictions, we also may be unable to obtain or maintain these services for our business. The difficulty that many businesses
  in our industry and in related industries have and may continue to have in finding banks and financial institutions willing to provide
  them services may now, and in the future, decrease the usefulness of digital assets as a payment system, harm public perception of digital
  assets and decrease their usefulness.
  The
  usefulness of digital assets as a payment system and the public perception of digital assets could be damaged if banks or financial institutions
  were to close the accounts of businesses engaging in bitcoin and/or other bitcoin-related activities. This could occur as a result of
  compliance risk, cost, government regulation or public pressure. The risk applies to securities firms, clearance and settlement firms,
  national stock and derivatives on commodities exchanges, the over-the-counter market, and the Depository Trust Company, which, if any
  of such entities adopts or implements similar policies, rules or regulations, could negatively affect our relationships with financial
  institutions and impede our ability to convert digital assets to fiat currencies. Such factors could have a material adverse effect on
  our ability to continue as a going concern or to pursue our new strategy at all, which could have a material adverse effect on our business,
  prospects or operations and harm investors.
  Cyberattacks
  and security breaches of our system, or those impacting our third parties, could adversely impact our brand and reputation and our business,
  operating results, and financial condition.
  Our
  business involves the collection, storage, processing, and transmission of confidential information, employee, service provider, and other
  personal data. We have built our system on the premise that we maintain a secure way to secure, store, and transact in digital assets.
  As a result, any actual or perceived security breach of us or our third-party partners may:
  ●
  harm our reputation and brand;
  ●
  result in our systems or services being unavailable and interrupt our operations;
  ●
  result in improper disclosure of data and violations of applicable privacy and other laws;
  ●
  result in significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, and financial exposure;
  ●
  cause us to incur significant remediation costs;
  ●
  lead to theft or irretrievable loss of our fiat currencies or digital assets;
  ●
  divert the attention of management from the operation of our business; and
  ●
  adversely affect our business and operating results.
  20
  Further,
  any actual or perceived breach or cybersecurity attack directed at other financial institutions or digital asset companies, whether or
  not we are directly impacted, could lead to a general loss of customer confidence in the digital asset industry or in the use of technology
  to conduct financial transactions, which could negatively impact us, including the market perception of the effectiveness of our security
  measures and technology infrastructure.
  An
  increasing number of organizations, including large merchants, businesses, technology companies, and financial institutions, as well as
  government institutions, have disclosed breaches of their information security systems, some of which have involved sophisticated and
  highly targeted attacks, including on their websites, mobile applications, and infrastructure.
  Attacks
  upon systems across a variety of industries, including the digital asset industry, are increasing in their frequency, persistence, and
  sophistication, and, in many cases, are being conducted by sophisticated, well-funded, and organized groups and individuals, including
  state actors. The techniques used to obtain unauthorized, improper, or illegal access to systems and information (including customers'
  personal data and digital assets), disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect
  quickly, and often are not recognized or detected until after they have been launched against a target. These attacks may occur on our
  systems or those of our third-party service providers or partners. Certain types of cyberattacks could harm us even if our systems are
  left undisturbed. For example, attacks may be designed to deceive employees and service providers into releasing control of our systems
  to a hacker, while others may aim to introduce computer viruses or malware into our systems with a view to stealing confidential or proprietary
  data. Additionally, certain threats are designed to remain dormant or undetectable until launched against a target and we may not be able
  to implement adequate preventative measures.
  Although
  we have developed systems and processes designed to protect the data we manage, prevent data loss and other security breaches, effectively
  respond to known and potential risks, and expect to continue to expend significant resources to bolster these protections, there can be
  no assurance that these security measures will provide absolute security or prevent breaches or attacks. We have   experienced
  from time to time, and may experience in the future, breaches of our security measures due to human error, malfeasance, insider threats,
  system errors or vulnerabilities, or other irregularities. Unauthorized parties have attempted, and we expect that they will continue
  to attempt, to gain access to our systems and facilities, as well as those of our customers, partners, and third-party service providers,
  through various means, including hacking, social engineering, phishing, and attempting to fraudulently induce individuals (including employees,
  service providers, and our customers) into disclosing usernames, passwords, payment card information, or other sensitive information,
  which may, in turn, be used to access our information technology systems and our digital assets. Threats can come from a variety of sources,
  including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, and insiders. Certain threat actors may be
  supported by significant financial and technological resources, making them even more sophisticated and difficult to detect. As a result,
  our costs and the resources we devote to protecting against these advanced threats and their consequences may continue to increase over
  time.
  The
  impact of geopolitical and economic events on the supply and demand for digital assets is uncertain.
  Geopolitical
  crises may motivate large-scale purchases of bitcoin and other digital assets, which could increase the price of bitcoin and other digital
  assets rapidly. This may increase the likelihood of a subsequent price decrease as crisis-driven purchasing behavior dissipates, adversely
  affecting the value of our inventory following such downward adjustment. Such risks are similar to the risks of purchasing commodities
  in general uncertain times, such as the risk of purchasing, holding or selling gold. Alternatively, as an emerging asset class with limited
  acceptance as a payment system or commodity, global crises and general economic downturn may discourage investment in digital assets as
  investors focus their investment on less volatile asset classes as a means of hedging their investment risk.
  As
  an alternative to fiat currencies that are backed by central governments, digital assets, which are relatively new, are subject to supply
  and demand forces. How such supply and demand will be impacted by geopolitical events is largely uncertain, but could be harmful to us
  and investors in our Ordinary Shares. Political or economic crises, including recent bank failures, may motivate large-scale acquisitions
  or sales of digital assets either globally or locally. Such events could have a material adverse effect on our ability to continue as
  a going concern or to pursue our new strategy at all, which could have a material adverse effect on our business, prospects or operations
  and potentially the value of any bitcoin or any other digital assets we mine or otherwise acquire or hold for our own account.
  21
  Acceptance
  and/or widespread use of bitcoin is uncertain.
  Currently,
  there is a relatively limited use of any bitcoin in the retail and commercial marketplace, thus contributing to price volatility that
  could adversely affect an investment in our securities. Banks and other established financial institutions may refuse to process funds
  for bitcoin transactions, process wire transfers to or from bitcoin exchanges, bitcoin-related companies or service providers, or maintain
  accounts for persons or entities transacting in bitcoin. Conversely, a significant portion of bitcoin demand is generated by investors
  seeking a long-term store of value or speculators seeking to profit from the short- or long-term holding of the asset. Price volatility
  undermines any bitcoin's role as a medium of exchange, as retailers are much less likely to accept it as a form of payment. Market
  capitalization for a bitcoin as a medium of exchange and payment method may always be low.
  The
  relative lack of acceptance of bitcoins in the retail and commercial marketplace, or a reduction of such use, limits the ability of end
  users to use them to pay for goods and services. Such lack of acceptance or decline in acceptances could have a material adverse effect
  on our ability to continue as a going concern or to pursue our business strategy at all, which could have a material adverse effect on
  our business, prospects or operations and potentially the value of bitcoins we mine or otherwise acquire or hold for our own account.
  Transactional
  fees may decrease demand for bitcoin and prevent expansion.
  Currently,
  miners receive both rewards of new bitcoin and transaction fees paid in bitcoin by persons engaging in bitcoin transactions on the bitcoin
  blockchain for being the first to solve bitcoin blocks. As the number of bitcoins currency rewards awarded for solving a block in a blockchain
  decreases, the incentive for miners to continue to contribute to the bitcoin network may transition from a set reward and transaction
  fees to solely transaction fees. This transition could be accomplished by miners independently electing to record in the blocks they solve
  only those transactions that include payment of the highest transaction fees. If transaction fees paid for bitcoin transactions become
  too high, the marketplace may be reluctant to accept bitcoin as a means of payment and existing users may be motivated to switch from
  bitcoin to another digital asset or to fiat currency. Either the requirement from miners of higher transaction fees in exchange for recording
  transactions in a blockchain or a software upgrade that automatically charges fees for all transactions may decrease demand for bitcoin
  and prevent the expansion of the bitcoin network to retail merchants and commercial businesses, resulting in a reduction in the price
  of bitcoin that could adversely impact an investment in our securities. Decreased use of and demand for bitcoin may adversely affect its
  value and result in a reduction in the price of bitcoin and, consequently, the value of our Ordinary Shares.
  The
  decentralized nature of the governance of bitcoin systems may lead to ineffective decision making that slows development or prevents a
  network from overcoming emergent obstacles. Governance of many bitcoin systems is by voluntary consensus and open competition with no
  clear leadership structure or authority. To the extent lack of clarity in corporate governance of bitcoin systems leads to ineffective
  decision making that slows development and growth of such digital assets, the value of our Ordinary Shares may be adversely affected.
  There
  is a lack of liquid markets for digital assets, and blockchain/bitcoin-based assets are susceptible to potential manipulation.
  Digital
  assets that are represented and trade on a ledger-based platform may not necessarily benefit from viable trading markets. Stock exchanges
  have listing requirements and vet issuers; requiring them to be subjected to rigorous listing standards and rules and monitor investors
  transacting on such platform for fraud and other improprieties. These conditions may not necessarily be replicated on a distributed ledger
  platform, depending on the platform's controls and other policies. As described above under "
  Unfavorable Digital Asset
  Market Conditions
  ," recent bankruptcies in the digital assets industry involved platforms which were not publicly listed without
  regulatory supervision. The laxer a distributed ledger platform is about vetting issuers of bitcoin assets or users that transact on the
  platform, the higher the potential risk for fraud or the manipulation of the ledger due to a control event. These factors may decrease
  liquidity or volume or may otherwise increase volatility of investment securities or other assets trading on a ledger-based system, which
  may adversely affect us. Such circumstances could have a material adverse effect on our ability to continue as a going concern or to pursue
  our business strategy at all, which could have a material adverse effect on our business, prospects or operations and potentially the
  value of any bitcoin or other digital assets we mine or otherwise acquire or hold for our own account and harm investors.
  22
  Our
  operations, investment strategies and profitability may be adversely affected by competition from other methods of investing in digital
  assets.
  We
  compete with other users and/or companies that are mining digital assets and other potential financial vehicles, including securities
  backed by or linked to digital assets through entities similar to us. Market and financial conditions, and other conditions beyond our
  control, may make it more attractive to invest in other financial vehicles, or to invest in digital assets directly, which could limit
  the market for our shares and reduce their liquidity. The emergence of other financial vehicles and exchange-traded funds have been scrutinized
  by regulators and such scrutiny and the negative impressions or conclusions resulting from such scrutiny could be applicable to us and
  impact our ability to successfully pursue our business strategy or operate at all, or to maintain a public market for our securities.
  Such circumstances could have a material adverse effect on our ability to continue as a going concern or to pursue our business strategy
  at all, which could have a material adverse effect on our business, prospects or operations and potentially the value of any bitcoin or
  other digital assets we mine or otherwise acquire or hold for our own account, and harm investors.
  The
  development and acceptance of competing blockchain platforms or technologies may cause consumers to use alternative distributed ledgers
  or other alternatives.
  The
  development and acceptance of competing blockchain platforms or technologies may cause consumers to use alternative distributed ledgers
  or an alternative to distributed ledgers altogether. Our business utilizes presently existent digital ledgers and blockchains and we could
  face difficulty adapting to emergent digital ledgers, blockchains, or alternatives thereto. This may adversely affect us and our exposure
  to various blockchain technologies and prevent us from realizing the anticipated profits from our investments. Such circumstances could
  have a material adverse effect on our ability to continue as a going concern or to pursue our business strategy at all, which could have
  a material adverse effect on our business, prospects or operations and potentially the value of any bitcoin or other digital assets we
  mine or otherwise acquire or hold for our own account, and harm investors.
  Our
  digital assets may be subject to loss, theft or restriction on access.
  There
  is a risk that some or all of our digital assets, including bitcoin, ETH, liquid staking tokens and/or USD Coin could be lost, stolen
  or destroyed. Digital assets are stored in platforms commonly referred to as "wallets" by holders of bitcoins which may be
  accessed to exchange a holder's bitcoin assets. Access to our digital assets could also be restricted by cybercrime (such as a denial-of-service
  attack) against a service at which we maintain a hosted hot wallet. We believe that our digital assets will be an appealing target to
  hackers or malware distributors seeking to destroy, damage or steal our digital assets. See Risk Factor "
  Cyberattacks and security
  breaches of our system, or those impacting our third parties, could adversely impact our brand and reputation and our business, operating
  results, and financial condition
  ." A hot wallet refers to any bitcoin wallet that is connected to the Internet. Generally, hot
  wallets are easier to set up and access than wallets in cold storage, but they are also more susceptible to hackers and other technical
  vulnerabilities. Cold storage refers to any bitcoin wallet that is not connected to the Internet. Cold storage is generally more secure
  from external attack than hot storage but is not ideal for quick or regular transactions and we may experience lag time in our ability
  to respond to market fluctuations in the price of our bitcoin assets. Moreover, cold storage may increase the risk of internal theft or
  malfeasance. We hold our digital assets in hot and cold wallets through third party custodians to reduce the risk of external malfeasance,
  but the risk of loss of our bitcoin assets cannot be wholly eliminated. If any of our bitcoin were lost or stolen, it is unlikely that
  we would ever be able to recover such bitcoin.
  In
  addition, the Company participates in the Foundry USA Mining Pool ("Foundry"). Foundry is a mining pool operator which provides
  the Company with a digital currency mining pool. While Foundry does not provide wallet or custodial services, it deposits bitcoin rewards
  to our custodian wallet addresses. Accordingly, the risk of loss or theft of digital assets when Foundry transfers bitcoin rewards in
  a custodian account is no different than any other transfer from one wallet to another.
  23
  Hackers
  or malicious actors may launch attacks to steal, compromise or secure digital assets, such as by attacking the digital asset network source
  code, exchange miners, third-party platforms, cold and hot storage locations or software, our general computer systems or networks, or
  by other means. We cannot guarantee that we will prevent loss, damage or theft, whether caused intentionally, accidentally or by act of
  God. Access to our digital assets could also be restricted by natural events (such as an earthquake or flood) or human actions (such as
  a terrorist attack). We may be in control and possession of one of the more substantial holdings of digital assets. As we increase in
  size, we may become a more appealing target of hackers, malware, cyber-attacks or other security threats. Any of these events may adversely
  affect our operations and, consequently, our investments and profitability. The loss or destruction of a private key required to access
  our digital wallets may be irreversible and we may be denied access for all time to our digital asset holdings held in those compromised
  wallets. Our loss of access to our private keys or our experience of a data loss relating to our digital wallets could adversely affect
  our investments and assets.
  Digital
  assets are controllable only by the possessor of both the unique public and private keys relating to the local or online digital wallet
  in which they are held, which wallet's public key or address is reflected in the network's public blockchain. We will publish
  the public key relating to digital wallets in use when we verify the receipt of transfers and disseminate such information into the network,
  but we will need to safeguard the private keys relating to such digital wallets. To the extent such private keys are lost, destroyed or
  otherwise compromised, we will be unable to access our bitcoin rewards and such private keys may not be capable of being restored by any
  network. Any loss of private keys relating to digital wallets used to store our digital assets could have a material adverse effect on
  our ability to continue as a going concern or to pursue our business strategy at all, which could have a material adverse effect on our
  business, prospects or operations and potentially the value of any bitcoin or other digital assets we mine or otherwise acquire or hold
  for our own account.
  It
  is possible that, through computer or human error, theft or criminal action, our digital assets could be transferred in incorrect amounts
  or to unauthorized third parties or accounts. In general, digital asset transactions are irrevocable, and stolen or incorrectly transferred
  digital assets may be irretrievable, and we may have extremely limited or no effective means of recovering such digital assets.
  We
  safeguard and keep private our digital assets, including the bitcoin that we mine, by utilizing storage solutions provided by Cactus Custody
  and Fireblocks (see "
  Prospectus Summary – Custodian Accounts
  "), which requires multi-factor authentication. While
  we are confident in the security of our digital assets held by Cactus Custody and Fireblocks, given the broader market conditions, there
  can be no assurance that other digital asset market participants, including Cactus Custody and Fireblocks as our custodian, will not ultimately
  be impacted. We continue to monitor the digital assets industry as a whole, although it is not possible at this time to predict all of
  the risks stemming from these events that may result to us, our service providers, our counterparties, and the broader industry as a whole.
  We may suffer significant
  and adverse effects due to hacking or one or more adverse software events.
  In
  order to minimize risk, we have established processes to manage wallets that are associated with our bitcoin holdings. There can be no
  assurances that any processes we have adopted or will adopt in the future are or will be secure or effective, and we would suffer significant
  and immediate adverse effects if we suffered a loss of our bitcoin due to an adverse software or cybersecurity event. We utilize several
  layers of threat reduction techniques, including: (i) the use of hardware wallets to store sensitive private key information; (ii) performance
  of transactions offline; and (iii) offline generation storage and use of private keys.
  The
  Company is evaluating several third-party custodian wallet alternatives, but there can be no assurance that such services will be more
  secure than those the Company presently employs. Human error and the constantly evolving state of cybercrime and hacking techniques may
  render present security protocols and procedures ineffective in ways which we cannot predict. If our security procedures and protocols
  are ineffectual and our digital assets are compromised by cybercriminals, we may not have adequate recourse to recover our losses stemming
  from such compromise and we may lose much of the accumulated value of our bitcoin mining activities. This would have a material adverse
  impact on our business and operations.
  24
  Incorrect
  or fraudulent bitcoin transactions may be irreversible.
  Bitcoin
  transactions are irrevocable and stolen or incorrectly transferred digital assets may be irretrievable. As a result, any incorrectly executed
  or fraudulent bitcoin transactions could adversely affect our investments and assets.
  Bitcoin
  transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient of
  the digital assets from the transaction. In theory, bitcoin transactions may be reversible with the control or consent of a majority of
  processing power on the network, however, we do not now, nor is it feasible that we could in the future, possess sufficient processing
  power to affect this reversal. Once a transaction has been verified and recorded in a block that is added to a blockchain, an incorrect
  transfer of a bitcoin or a theft thereof generally will not be reversible, and we may not have sufficient recourse to recover our losses
  from any such transfer or theft. It is possible that, through computer or human error, or through theft or criminal action, our bitcoin
  rewards could be transferred in incorrect amounts or to unauthorized third parties, or to uncontrolled accounts. Further, according to
  the SEC, at this time, there is no specifically enumerated U.S. or foreign governmental, regulatory, investigative or prosecutorial authority
  or mechanism through which to bring an action or complaint regarding missing or stolen bitcoin. We are, therefore, presently reliant on
  existing private investigative entities, such as Chainanalysis and Kroll, to investigate any potential loss of our bitcoin assets. These
  third-party service providers rely on data analysis and compliance of ISPs with traditional court orders to reveal information such as
  the IP addresses of any attackers who may have targeted us. To the extent that we are unable to recover our losses from such action, error
  or theft, such events could have a material adverse effect on our ability to continue as a going concern or to pursue our business strategy
  at all, which could have a material adverse effect on our business, prospects or operations of and potentially the value of any bitcoin
  or other digital assets we mine or otherwise acquire or hold for our own account.
  Our
  reliance primarily on a few models of miners may subject our operations to increased risk of mining failure.
  The
  performance and reliability of our miners and our technology is critical to our reputation and our operations. Because we currently use
  MicroBT and Bitmain miners, if there are issues with those machines, our entire system could be affected. Any system error or failure
  may significantly delay response times or even cause our system to fail. Any disruption in our ability to continue mining could result
  in lower yields and harm our reputation and business. Any exploitable weakness, flaw, or error common to MicroBT and Bitmain miners affects
  all our miners, and if a defect other flaw is exploited, our entire mining operations could go offline simultaneously. Any interruption,
  delay or system failure could result in financial losses, a decrease in the trading price of our Ordinary Shares and/or damage to our
  reputation.
  The
  Company's reliance on a third-party mining pool service provider for our mining revenue payouts may have a negative impact on the
  Company's operations.
  We
  use third–party mining pools to receive our mining rewards from the network. Mining pools allow miners to combine their processing
  power, increasing their chances of solving a block and getting paid by the network. The rewards are distributed by the pool operator,
  proportionally to our contribution to the pool's overall mining power, used to generate each block. Should the pool operator's
  system suffer downtime due to a cyberattack, software malfunction or other similar issues, it will negatively impact our ability to mine
  and receive revenue. Furthermore, we are dependent on the accuracy of the mining pool operator's record keeping to accurately record
  the total processing power provided to the pool for a given bitcoin mining application in order to assess the proportion of that total
  processing power we provided. While we have internal methods of tracking both our power provided and the total used by the pool, the mining
  pool operator uses its own record-keeping to determine our proportion of a given reward. We have little means of recourse against the
  mining pool operator if we determine the proportion of the reward paid out to us by the mining pool operator is incorrect, other than
  leaving the pool. If we are unable to consistently obtain accurate proportionate rewards from our mining pool operators, we may experience
  reduced reward for our efforts, which would have an adverse effect on our business and operations.
  25
  The
  limited rights of legal recourse available to us and our lack of insurance protection for risk of loss of our digital assets exposes us
  and our shareholders to the risk of loss of our digital assets for which no person may ultimately be held liable and we may not be able
  to recover our losses.
  The
  digital assets held by us are not insured. Further, banking institutions will not accept our digital assets and they are therefore not
  insured by the Federal Deposit Insurance Corporation ("FDIC") or the Securities Investor Protection Corporation ("SIPC").
  Therefore, a loss may be suffered with respect to our digital assets which is not covered by insurance and we may not be able to recover
  any of our carried value in these digital assets if they are lost or stolen or suffer significant and sustained reduction in conversion
  spot price. If we are not otherwise able to recover damages from a malicious actor in connection with these losses, our business and results
  of operations may suffer, which may have a material negative impact on our share price.
  Currently,
  we do not have any insurance to cover our digital assets or mining equipment. The market for such insurance is in the early stages and
  we intend to purchase such insurance in the future. One of our digital asset custodians, Cactus Custody, is self-insured for $4 million
  plus annual additions. Any uninsured losses may have an adverse effect on our results of operations and/or financial condition.
  Digital
  assets face significant scaling obstacles that can lead to high fees or slow transaction settlement times.
  Digital
  assets face significant scaling obstacles that can lead to high fees or slow transaction settlement times and attempts to increase the
  volume of transactions may not be effective. Scaling digital assets is essential to the widespread acceptance of digital assets as a means
  of payment, which widespread acceptance is necessary to the continued growth and development of our business. Many bitcoin networks face
  significant scaling challenges. For example, digital assets are limited with respect to how many transactions can occur per second. Participants
  in the bitcoin ecosystem debate potential approaches to increasing the average number of transactions per second that the network can
  handle and have implemented mechanisms or are researching ways to increase scale, such as increasing the allowable sizes of blocks, and
  therefore the number of transactions per block, and sharding (a horizontal partition of data in a database or search engine), which would
  not require every single transaction to be included in every single miner's or validator's block. However, there is no guarantee
  that any of the mechanisms in place or being explored for increasing the scale of settlement of bitcoin transactions will be effective,
  or how long they will take to become effective, which could adversely affect an investment in our securities.
  The
  price of digital assets may be affected by the sale of such digital assets by other vehicles investing in digital assets or tracking bitcoin
  markets.
  The
  global market for bitcoin is characterized by supply constraints that differ from those present in the markets for commodities or other
  assets such as gold and silver. The mathematical protocols under which certain digital assets are mined permit the creation of a limited,
  predetermined amount of currency, while others have no limit established on total supply. To the extent that other vehicles investing
  in digital assets or tracking bitcoin markets form and come to represent a significant proportion of the demand for digital assets, large
  redemptions of the securities of those vehicles and the subsequent sale of digital assets by such vehicles could negatively affect bitcoin
  prices and therefore affect the value of the bitcoin inventory we hold. Such events could have a material adverse effect on our ability
  to continue as a going concern or to pursue our business strategy at all, which could have a material adverse effect on our business,
  prospects or operations and potentially the value of any bitcoin or other digital assets we mine or otherwise acquire or hold for our
  own account.
  26
  There
  are risks related to technological obsolescence, the vulnerability of the global supply chain for bitcoin hardware disruption, and difficulty
  in obtaining new hardware which may have a negative effect on our business.
  Our
  mining operations can only be successful and ultimately profitable if the costs, including hardware and electricity costs, associated
  with mining digital assets are lower than the price of a bitcoin. As our mining facility operates, our miners experience ordinary wear
  and tear, and may also face more significant malfunctions caused by a number of extraneous factors beyond our control. We have purchased
  second-hand miners from third parties. The degradation of our miners requires us to, over time, replace those miners which are no longer
  functional. Additionally, as the technology evolves, we are required to acquire newer models of miners to remain competitive in the market.
  Reports have been released which indicate that miner manufacturers or sellers adjust the prices of their miners according to bitcoin prices,
  so the cost of new machines is unpredictable but could be extremely high. As a result, at times, we may obtain miners and other hardware
  from third parties at premium prices, to the extent they are available. This upgrading process requires substantial capital investment,
  and we may face challenges. Further, the global supply chain for bitcoin miners is presently heavily dependent on China-based manufacturers.
  In addition, there have been shortages of the semiconductors which are key components in miner production. The global reliance on China
  as a main supplier of bitcoin miners has been called into question, particularly in the wake of the COVID-19 pandemic. Should similar
  outbreaks or other disruptions to the China-based global supply chain for bitcoin hardware on the spot market or otherwise occur, we may
  not be able to obtain adequate replacement parts for our existing miners or to obtain additional miners from the manufacturer or third
  parties on a timely basis. Such events could have a material adverse effect on our ability to pursue our business strategy, which could
  have a material adverse effect on our business and the value of our Ordinary Shares.
  The
  bitcoin we mine is subject to halving; the bitcoin reward for successfully uncovering a block will halve several times in the future and
  bitcoin's value may not adjust to compensate us for the reduction in the rewards we receive from our mining efforts.
  Halving
  is a process designed to control the overall supply and reduce the risk of inflation in digital assets using a proof-of-work consensus
  algorithm. At a predetermined block, the mining reward is cut in half, hence the term "halving." For bitcoin, the reward was
  initially set at 50 bitcoin currency rewards per block and this was cut in half to 25 in November 28, 2012 at block 210,000 and again
  to 12.5 on July 9, 2016 at block 420,000. The next halving for bitcoin occurred in May 2020 at block 630,000 when the reward was reduced
  to 6.25. This reward rate is expected to next halve during April 2024 to 3.125 bitcoin per new block and will continue to halve at approximately
  four-year intervals until all potential 21 million bitcoin have been mined. If the award of bitcoin rewards for solving blocks and transaction
  fees are not sufficiently high, we may not have an adequate incentive to continue mining and may cease our mining operations. Halving
  may result in a reduction in the aggregate hash rate of the bitcoin network as the incentive for miners decreases. Miners ceasing operations
  would reduce the collective processing power on the network, which would adversely affect the confirmation process for transactions (i.e.,
  temporarily decreasing the speed at which blocks are added to a blockchain until the next scheduled adjustment in difficulty for block
  solutions) and make bitcoin networks more vulnerable to a malicious actor or botnet obtaining control in excess of 50% of the processing
  power active on a blockchain, potentially permitting such actor or botnet to manipulate a blockchain in a manner that adversely affects
  the network and our activities. A reduction in confidence in the confirmation process or processing power of the network could result
  and be irreversible. Such events could have a material adverse effect on our ability to continue to pursue our business strategy at all,
  which could have a material adverse effect on our business, prospects or operations and potentially the value of any bitcoin or other
  digital assets we mine, whether now or in the future, or otherwise acquire or hold for our own account. While bitcoin prices have had
  a history of price fluctuations around the halving of its bitcoin rewards, there is no guarantee that the price change will be favorable
  or would compensate for the reduction in mining reward. If a corresponding and proportionate increase in the trading price of bitcoin
  does not follow these anticipated halving events, the revenue we earn from our mining operations would see a corresponding decrease, which
  would have a material adverse effect on our business and operations.
  The impact of social
  media and influencers on the price for digital assets is uncertain.
  Renowned
  persons, including social media influencers, may publicly discuss their holdings (or the holdings of companies with which they are affiliated)
  of bitcoin or their intent to buy or sell large quantities of bitcoin. This may have a dramatic impact on the price of bitcoin, both up
  and down. At a minimum, these public statements delivered through social media, such as Twitter, may cause the price of bitcoin to experience
  significant volatility. These episodes could have a material adverse impact on the value of our bitcoin holdings as well as the prices
  of bitcoin that we may sell.
  27
  We
  may not be able to realize the benefits of forks.
  To
  the extent that a significant majority of users and miners on a bitcoin network install software that changes the bitcoin network or properties
  of a bitcoin, including the irreversibility of transactions and limitations on the mining of new bitcoin, the bitcoin network would be
  subject to new protocols and software. However, if less than a significant majority of users and miners on the bitcoin network consent
  to the proposed modification, and the modification is not compatible with the software prior to its modification, the consequence would
  be what is known as a "fork" of the network, with one prong running the pre-modified software and the other running the modified
  software. The effect of such a fork would be the existence of two versions of the bitcoin running in parallel yet lacking interchangeability
  and necessitating exchange-type transaction to convert currencies between the two forks. Additionally, it may be unclear following a fork
  which fork represents the original asset and which is the new asset. Different metrics adopted by industry participants to determine which
  is the original asset include: referring to the wishes of the core developers of bitcoin, blockchains with the greatest amount of hashing
  power contributed by miners or validators; or blockchains with the longest chain. A fork in the network of a particular bitcoin could
  adversely affect an investment in our Company or our ability to operate.
  We
  may not be able to realize the economic benefit of a fork, either immediately or ever, which could adversely affect an investment in our
  securities. If we hold a bitcoin at the time of a hard fork into two digital assets, industry standards would dictate that we would be
  expected to hold an equivalent amount of the old and new assets following the fork. However, we may not be able, or it may not be practical,
  to secure or realize the economic benefit of the new asset for various reasons. For instance, we may determine that there is no safe or
  practical way to custody the new asset, that trying to do so may pose an unacceptable risk to our holdings in the old asset, or that the
  costs of taking possession and/or maintaining ownership of the new bitcoin exceed the benefits of owning the new bitcoin. Additionally,
  laws, regulation or other factors may prevent us from benefitting from the new asset even if there is a safe and practical way to custody
  and secure the new asset.
  There
  is a possibility of bitcoin mining algorithms transitioning to proof of stake validation and other mining related risks, which could make
  us less competitive and ultimately adversely affect our business and the value of our shares.
  The
  protocol pursuant to which transactions are confirmed automatically on the bitcoin blockchain through mining is known as proof-of-work
  (or PoW). Proof-of-stake (or PoS) is an alternative method in validating digital asset transactions, such as Ethereum. The shift from
  a proof-of-work validation method to a PoS method, mining requires less energy and may render any company that maintains advantages in
  the current climate (for example, from lower priced electricity, processing, real estate, or hosting) less competitive. We, as a result
  of our efforts to optimize and improve the efficiency of our bitcoin mining operations, may be exposed to the risk in the future of losing
  the benefit of our capital investments and the competitive advantage we hope to gain from this as a result, and may be negatively impacted
  by a switch to proof-of-stake validation. This may additionally have an impact on other various investments of ours. Such events could
  have a material adverse effect on our ability to continue as a going concern or to pursue our business strategy at all, which could have
  a material adverse effect on our business, prospects or operations and potentially the value of any bitcoin or other digital assets we
  mine or otherwise acquire or hold for our own account
  .
  To
  the extent that the profit margins of bitcoin mining operations are not high, operators of bitcoin mining operations are more likely to
  immediately sell bitcoin rewards earned by mining in the market, thereby constraining growth of the price of bitcoin that could adversely
  impact us, and similar actions could affect other digital assets.
  Over
  the past several years, bitcoin mining operations have evolved from individual users mining with computer processors, graphics processing
  units and first-generation ASIC servers. Currently, new processing power is predominantly added by incorporated and unincorporated "professionalized"
  mining operations. Professionalized mining operations may use proprietary hardware or sophisticated ASIC machines acquired from ASIC manufacturers.
  They require the investment of significant capital for the acquisition of this hardware, the leasing of operating space (often in data
  centers or warehousing facilities), incurring of electricity costs and the employment of technicians to operate the mining farms. As a
  result, professionalized mining operations are of a greater scale than prior miners and have more defined and regular expenses and liabilities.
  These regular expenses and liabilities require professionalized mining operations to maintain profit margins on the sale of bitcoin. To
  the extent the price of bitcoin declines and such profit margin is constrained, professionalized miners are incentivized to more immediately
  sell bitcoin earned from mining operations, whereas it is believed that individual miners in past years were more likely to hold newly
  mined bitcoin for more extended periods. The immediate selling of newly mined bitcoin greatly increases the trading volume of bitcoin,
  creating downward pressure on the market price of bitcoin rewards.
  28
  The
  extent to which the value of bitcoin mined by a professionalized mining operation exceeds the allocable capital and operating costs determines
  the profit margin of such operation. A professionalized mining operation may be more likely to sell a higher percentage of its newly mined
  bitcoin rapidly if it is operating at a low profit margin and it may partially or completely cease operations if its profit margin is
  negative. In a low profit margin environment, a higher percentage could be sold more rapidly, thereby potentially depressing bitcoin prices.
  Lower bitcoin prices could result in further tightening of profit margins for professionalized mining operations creating a network effect
  that may further reduce the price of bitcoin until mining operations with higher operating costs become unprofitable forcing them to reduce
  mining power or cease mining operations temporarily.
  If
  a malicious actor or botnet obtains control of more than 50% of the processing power on a bitcoin network, or 33% or more share of the
  Ethereum Validators, such actor or botnet could manipulate blockchains to adversely affect us, which would adversely affect an investment
  in us or our ability to operate.
  If
  a malicious actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions of
  the computers) obtains a majority of the processing power dedicated to mining a bitcoin, or the ability to valuate Ethereum transactions,
  it may be able to alter blockchains on which transactions of bitcoin or 33% or more of ETH reside and rely by constructing fraudulent
  blocks or preventing certain transactions from completing in a timely manner, or at all. The malicious actor or botnet could control,
  exclude or modify the ordering of transactions, though it is believed that it could not generate new units or transactions using such
  control. The malicious actor could "double-spend" its own digital asset (i.e., spend the same digital asset in more than one
  transaction) and prevent the confirmation of other users' transactions for as long as it maintained control. To the extent that
  such malicious actor or botnet yields its control of the processing power on the network or the bitcoin and/or Ethereum communities do
  not reject the fraudulent blocks as malicious, reversing any changes made to blockchains may not be possible. The foregoing description
  is not the only means by which the entirety of blockchains or digital assets may be compromised but is only an example.
  Although
  there are no known reports of malicious activity or control of blockchains achieved through controlling over 50% of the processing power
  on the bitcoin network, it is believed that certain mining pools may have exceeded the 50% threshold in bitcoin. The possible crossing
  of the 50% threshold for bitcoin or 33% for Ethereum indicates a greater risk that a single mining pool could exert authority over the
  validation of digital asset transactions. To the extent that the digital asset ecosystem, and the administrators of mining pools, do not
  act to ensure greater decentralization of digital asset mining processing power, the feasibility of a malicious actor obtaining control
  of the processing power will increase because the botnet or malicious actor could compromise more than the threshold and thereby gain
  control of the blockchain, whereas if the blockchain remains decentralized it is inherently more difficult for the botnet of malicious
  actor to aggregate enough processing power to gain control of the blockchain, which may adversely affect an investment in our Ordinary
  Shares. Such lack of controls and responses to such circumstances could have a material adverse effect on our ability to continue as a
  going concern or to pursue our new strategy at all, which could have a material adverse effect on our business, prospects or operations
  and potentially the value of any bitcoin or other digital assets we mine or otherwise acquire or hold for our own account, and harm investors.
  We
  are subject to risks associated with our need for significant electrical power. Government regulators may potentially restrict the ability
  of electricity suppliers to provide electricity to mining operations, such as ours.
  The
  operation of a bitcoin or other digital asset mine can require massive amounts of electrical power. Further, our mining operations can
  only be successful and ultimately profitable if the costs, including electrical power costs, associated with mining a bitcoin are lower
  than the price of a bitcoin. As a result, any mine we establish can only be successful if we can obtain sufficient electrical power for
  that mine on a cost-effective basis, and our establishment of new mines requires us to find locations where that is the case. There may
  be significant competition for suitable mine locations, and government regulators may potentially restrict the ability of electricity
  suppliers to provide electricity to mining operations in times of electricity shortage or may otherwise potentially restrict or prohibit
  the provision or electricity to mining operations.
  29
  Any
  shortage of electricity supply or increase in electricity cost in a jurisdiction may negatively impact the viability and the expected
  economic return for bitcoin mining activities in that jurisdiction. In addition, the significant consumption of electricity may have a
  negative environmental impact, including contribution to climate change, which may give rise to public opinion against allowing the use
  of electricity for bitcoin mining activities or government measures restricting or prohibiting the use of electricity for bitcoin mining
  activities.
  We
  may not adequately respond to price fluctuations and rapidly changing technology, which may negatively affect our business.
  Competitive
  conditions within the digital asset industry require that we use sophisticated technology in the operation of our business. The industry
  for blockchain technology is characterized by rapid technological changes, new product introductions, enhancements and evolving industry
  standards. New technologies, techniques or products could emerge that might offer better performance than the software and other technologies
  we currently utilize, and we may have to manage transitions to these new technologies to remain competitive. We may not be successful,
  generally or relative to our competitors in the digital asset industry, in timely implementing new technology into our systems, or doing
  so in a cost-effective manner. During the course of implementing any such new technology into our operations, we may experience system
  interruptions and failures during such implementation. Furthermore, there can be no assurances that we will recognize, in a timely manner
  or at all, the benefits that we may expect as a result of our implementing new technology into our operations. As a result, our business
  and operations may suffer, and there may be adverse effects on the price of our Ordinary Shares.
  The
  value of stable coins that we hold may be subject to volatility and risk of loss
  As
  of September 30, 2023, we held approximately $1.5 million in USD Coin, a stablecoin issued by Circle Internet Financial Public Limited
  Company ("Circle") that is backed by dollar denominated assets held by the issuer in segregated accounts with U.S. regulated
  financial institutions. Stablecoins such as USD Coin are usually backed by the U.S. Dollar and other short-dated U.S. government obligations,
  and are usually pegged to the U.S. dollar. On March 9, 2023, as a result of the closure of Silicon Valley Bank ("SVB"), Circle
  announced that $3.3 billion of its roughly $40 billion USD Coin reserves were held at SVB. As a result, Circle depegged the USD Coin from
  its $1.00 peg, trading as low as $0.87. Such a risk may result in the sell-off of USD Coin and volatility as to the value of stablecoins,
  which would expose us to risk of potential loss and could have a material adverse effect on our ability to raise new funding and on our
  business, financial condition, and results of operations and prospects.
  Ethereum Risk Factors
  Risks
  Associated with Staking on Ethereum 2.0
  In
  connection with the transition of the Ethereum network from PoW to PoS, which occurred on September 15, 2022, when the Ethereum Mainnet
  merged with the PoS Beacon Chain (the "Merge"), the Company is deploying Ethereum (ETH) to the beacon chain with a view to
  earning an ETH-denominated return thereon. On April 12, 2023, Ethereum's Shanghai hard fork, also referred to as "Shapella,"
  has been finalized, enabling withdrawals for users who have "staked" their ETH to secure and validate transactions on the
  blockchain.
  In
  addition, by running a validator node, the Company will be exposed to the risk of loss of its staked digital assets if it equivocates
  or fails to operate the node in accordance with applicable protocol rules, as the Company's digital assets may be "slashed"
  or inactivity penalties may be applied if the validator node "double signs" or is offline for a prescribed period of time.
  Disputes on a liquid staking provider may lead to the value of staking assets diverging from ETH or failure to exit the liquid staking
  position. The Company intends to mitigate this risk by utilizing experienced service providers such as Blockdaemon and by carefully monitoring
  the staking activities performed by the Company in reliance on such services.
  30
  Risks
  under the Federal securities laws associated with Staking
  The
  Merge and the switch from PoW to PoS did not change our characterization of ETH as a digital asset. We intend to hold our staked ETH for
  our own account. In the event we exchange ETH for other digital assets (such as liquid staking tokens) which may be deemed to be securities,
  it would be for our own account. In all instances, we will perform a risk-based analysis to evaluate whether the digital asset may be
  deemed to be a "security" under the Federal securities laws prior to mining the digital asset. We do not believe if we hold
  for our own account a particular digital asset which may be deemed to be a security, it will be a risk to our business operations. Nevertheless,
  we will continue to implement a compliance infrastructure to ensure full compliance with the federal securities laws. In the event our
  staking program is found to not be in compliance with the federal securities laws, we could face legal or regulatory consequences. We
  would also need to undertake a regulatory review to ensure compliance with the Federal securities laws if and when we decide to offer
  staking-as-a-service for value to individuals. The Company would need to install a fully compliant organic infrastructure or hire third-party
  contractors.
  Speculative
  and Volatile Nature of ETH
  To
  date, the Company has deployed a portion of the capital it has raised into ETH. The price of ETH is subject to significant volatility.
  In addition, there is no guarantee that the Company will be able to sell its ETH at prices quoted on various cryptocurrency trading platforms
  or at all if it determines to do so. The supply of ETH is currently controlled by the source code of the Ethereum platform, and there
  is a risk that the developers of the code and the participants in the Ethereum network could develop and/or adopt new versions of the
  Ethereum software that significantly increase the supply of ETH in circulation, negatively impacting the trading price of ETH. Any significant
  decrease in the price of ETH may materially and adversely affect the value of the Company's securities and, in turn, the Company's
  business and financial condition.
  The
  ETH markets are sensitive to new developments, and since volumes are still maturing, any significant changes in market sentiment (by way
  of sensationalism in the media or otherwise) can induce large swings in volume and subsequent price changes. Such volatility can adversely
  affect the business and financial condition of the Company.
  Momentum
  pricing typically is associated with growth stocks and other assets whose valuation, as determined by the public, accounts for anticipated
  future appreciation in value. The Company believes that momentum pricing of ETH has resulted, and may continue to result, in speculation
  regarding future appreciation in the value of ETH, inflating and making more volatile the value of ETH. As a result, ETH may be more likely
  to fluctuate in value due to changing investor confidence in future appreciation, which could adversely affect the business and financial
  condition of the Company.
  Underlying
  Value Risk
  ETH
  represents a new form of digital value that is still being digested by society. Its underlying value is driven by its utility as a store
  of value, means of exchange, and unit of account, and notably, the demand for ETH within various use cases of the Ethereum network. Just
  as oil is priced by the supply and demand of global markets, as a function of its utility to, for instance, power machines and create
  plastics, so too is ETH priced by the supply and demand of global markets for its own utility within Ethereum's use cases. There
  is a risk if we are working through a staking pool to valuate ETH investors. We rely upon a pool operator to run the validator. There
  is a counterparty risk that the party with which we trust our assets may not uphold their side of the deal and fees or penalties may be
  assessed to the pool. These fees are typically assessed if the pool operator has downtime or dishonest actions. Finally, blockchains are
  new technologies and there is always an outside risk of a catastrophic chain failure that could put locked or staked funds at risk. The
  speculative and volatile nature of ETH and blockchain may materially and adversely affect the value of the Company's securities.
  The
  staked ETH is subject to the volatility risks set forth under "
  Speculative and Volatile Nature of ETH
  " and the risks
  related to hacking set forth above under "Cyberattacks and security breaches of our system, or those impacting our third parties,
  could adversely impact our brand and reputation and our business, operating results, and financial condition" that could result
  in a loss of staked ETH.
  31
  The
  risks involved with liquid staking differ from direct staking. Liquid staking allows participants, including the Company, to maintain
  the liquidity of their digital assets while still earning staking rewards. However, it is subject to the following consequence risks apart
  from direct staking:
  ●
  Liquid staking requires a certain level of technical expertise to manage the staking process effectively. This can be a barrier for some investors, particularly those who are new to the world of digital asset investing.
  ●
  The price of the staked derivative may decrease from its original price. This may happen because the new token has a lower market price.
  ●
  In we lose our liquid token, we will also lose our staked token. This can result from bad trades, rebalancing losses when farming in liquidity pools, and liquidations at lending protocols.
  ●
  Token holders will likely choose to stake their tokens on liquid staking protocols. As a result, the balance of validator shares taking part in the network may be disrupted, giving room for undue control from more powerful validators.
  Development
  of the Ethereum Platform
  The
  Ethereum platform is an open-source project being developed by a network of software developers, including Vitalik Buterin, a founder
  of Ethereum. Mr. Buterin or another key participant within the core development group could cease to be involved with the Ethereum platform.
  Factions could form within the Ethereum community, resulting in different and competing versions of Ethereum being adopted by network
  participants. Furthermore, network participants running the Ethereum software may choose not to update their versions of the software,
  resulting in different versions of the Ethereum software running on the network. Any of the foregoing developments could have a significant
  negative impact on the viability and overall health of the Ethereum platform, the value of ETH and the Company's business model
  and assets.
  Although
  the beacon chain (the PoS successor to the Ethereum PoW chain) launched in December 2020 and the "merging" of the Ethereum
  PoW chain into Ethereum 2.0 occurred on September 15, 2022. In addition, Ethereum's Shanghai hard fork, also referred to as "Shapella,"
  has been finalized on April 12, 2023, enabling withdrawals for users who have "staked" their ETH to secure and validate transactions
  on the blockchain. Although management believes that these changes to the Ethereum platform will positively impact its potential for mainstream
  adoption, no assurance can be given that such impact will materialize. If the Company cannot successfully anticipate and react to the
  impacts of this shift, its business and results of operations may be adversely affected.
  Uncertainty
  Regarding the Growth of Blockchain and Web 3 Technologies
  The
  further development and use of blockchain, Web 3 technologies and digital assets are subject to a variety of factors that are difficult
  to evaluate and predict, many of which are beyond the Company's control. The slowing or stopping of the development or acceptance
  of blockchain networks, specifically Ethereum, and blockchain assets would be expected to have a material adverse effect on the Company.
  Furthermore, blockchain and Web 3 technologies, including Ethereum, may never be implemented to a scale that provides identifiable economic
  benefit to blockchain-based businesses, including the Company.
  The
  Ethereum network and ETH as digital asset have a limited history. Due to this short history, it is not clear how all elements of ETH will
  unfold over time, specifically with regard to governance between miners, developers and users, as well as the long-term security model
  as the rate of inflation of ETH decreases. Since the ETH community has successfully navigated a considerable number of technical and political
  challenges since its inception, the Company believes that it will continue to engineer its way around future challenges. The history of
  open-source software development would indicate that vibrant communities are able to change the software under development at a pace sufficient
  to stay relevant. The continuation of such vibrant communities is not guaranteed, and insufficient software development or any other unforeseen
  challenges that the community is not able to navigate could have an adverse impact on the business of the Company.
  32
  Potential
  Decrease in Global Demand for ETH
  As
  a currency, ETH must serve as a means of exchange, store of value, and unit of account. Many people using ETH as money-over-internet-protocol
  (MoIP) do so with it as an international means of exchange. Speculators and investors using ETH as a store of value then layer on top
  of means of exchange users, creating further demand. If consumers stop using ETH as a means of exchange, or its adoption therein slows,
  then ETH's price may suffer, adversely affecting the Company.
  Investors
  should be aware that there is no assurance that ETH will maintain its long-term value in terms of purchasing power in the future or that
  the acceptance of ETH for payments by mainstream retail merchants and commercial businesses will continue to grow. As relatively new products
  and technologies, ETH and the Ethereum network have yet to become generally accepted as a means of payment for goods and services by major
  retail and commercial outlets, and use of ETH by consumers to pay such retail and commercial outlets remains limited. Banks and other
  established financial institutions may refuse to process funds for Ethereum network-based transactions, process wire transfers to or from
  digital asset trading platforms, Ethereum-related companies or service providers, or maintain accounts for persons or entities transacting
  in ETH. Conversely, a significant portion of ETH demand is generated by speculators and investors seeking to profit from the short or
  long-term holding of ETH. The Company believes that, like any commodity, ETH will fluctuate in value, but over time will gain a level
  of acceptance as a store of value, medium of exchange or token of utility.
  Smart
  Contract Risk
  The
  Ethereum network is based upon the development and deployment of smart contracts, which are self-executing contracts with the terms of
  the agreement written into software code. There are thousands of smart contracts currently running on Ethereum network. Like any software
  code, smart contracts are exposed to risk that the code contains a bug or other security vulnerability, which can lead to loss of assets
  that are held on or transacted through the contract. The smart contract deployed on Ethereum and, as such, may contain a bug or other
  vulnerability that may lead to the loss of digital assets held in the wallet. The Ethereum developer community audits widely used smart
  contracts frequently and publishes the results of such audits on public forums. The Company currently relies on Blockdaemon and Liquid
  Collective for its liquid staking solution. The smart contract code via Blockdaemon was audited by Quantstamp. The smart contract code
  via Liquid Collective was audited by Halborn and Spearbit. Nevertheless, there is no guaranty against a bug or other vulnerability leading
  to a loss of digital assets.
  Risks Associated with
  the Ethereum Network
  Dependence
  on Ethereum Network Developers
  While
  many contributors to the Ethereum network's open-source software are employed by companies in the industry, most of them are not
  directly compensated for helping to maintain the protocol. As a result, there are no contracts or guarantees that they will continue to
  contribute to the Ethereum network's software (https://github.com/ether and https://github.com/orgs/ether/people).
  Issues
  with the Cryptography Underlying the Ethereum Network
  Although
  the Ethereum network is one of the world's most established digital asset networks, the Ethereum network and other cryptographic
  and algorithmic protocols governing the issuance of digital assets represent a new and rapidly evolving industry that is subject to a
  variety of factors that are difficult to evaluate. In the past, flaws in the source code for digital assets have been exposed and exploited,
  including flaws that disabled some functionality for users, exposed users' personal information and/or resulted in the theft of
  users' digital assets. The cryptography underlying ETH could prove to be flawed or ineffective, or developments in mathematics and/or
  technology, including advances in digital computing, algebraic geometry and quantum computing, could result in such cryptography becoming
  ineffective. In any of these circumstances, a malicious actor may be able to take the ETH held by the Company. Moreover, functionality
  of the Ethereum network may be negatively affected such that it is no longer attractive to users, thereby dampening demand for ETH. Even
  if digital assets other than ETH were affected by similar circumstances, any reduction in confidence in the source code or cryptography
  underlying digital assets generally could negatively affect the demand for digital assets and therefore adversely affect the business
  of the Company.
  33
  Disputes
  on the Development of the Ethereum Network may lead to Delays in the Development of the Network
  There
  can be disputes between contributors on the best paths forward in building and maintaining the Ethereum network's software. Furthermore,
  the stakers supporting the network and other developers and users of the network can disagree with the contributors as well, creating
  greater debate. Therefore, the Ethereum community often iterates slowly upon contentious protocol issues, which many perceive as prudently
  conservative, while others worry that it inhibits innovation. It will be important for the community to continue to develop at a pace
  that meets the demand for transacting in ETH, otherwise users may become frustrated and lose faith in the network. As a decentralized
  network, strong consensus and unity is particularly important to respond to potential growth and scalability challenges.
  The
  Ethereum Blockchain may Temporarily or Permanently Fork and/or Split
  The
  Ethereum network's software and protocol are open source. When a modification is released by the developers and a substantial majority
  of participants consent to the modification, the change is implemented and the Ethereum network continues uninterrupted. However, if a
  change were activated with less than a substantial majority consenting to the proposed modification, and the modification is not compatible
  with the software prior to its modification, the consequence would be what is known as a "hard fork" (i.e., a split) of the
  Ethereum network (and the blockchain). One blockchain would be maintained by the pre-modification software and the other by the post-modification
  software. The effect is that both blockchain algorithms would be running parallel to one another, but each would be building an independent
  blockchain with independent native assets.
  A hard
  fork could present problems such as two copies of a token for the same non-fungible tokens (NFTs).  It could also present a problem
  for a customer having to choose to provide services with respect to digital assets resulting from a fork. In addition, digital asset loan
  agreements often dictate when and how each of the lender or the borrower of a digital asset pledging a certain digital asset gets the
  benefit of forked coins in the event of a hard fork. Similarly, derivative counterparties using ISDA-based contractual documentation may
  be subject to hard fork-related termination events.
  Although
  forks are likely to be addressed by a community-led effort to merge the two groups, such a fork could still adversely affect ETH's
  viability.
  Risk
  if a Person Gains a 33% or More Share of the Ethereum Validators
  According
  to Ethereum.org, the likelihood of successful attacks on the Ethereum network increases as the proportion of staked ETH controlled by
  the attacker increases. If an attacker controls 33% or more of the total stake, they can prevent the chain from finalizing by having 33%
  or more of the staked ETH maliciously attesting or failing to attest. If an attacker controls about 50% of the total stake, they could
  theoretically split the chain into two equally sized forks and then simply use their entire 50.1% stake to vote contrarily to the honest
  validator set, thereby maintaining the two forks and preventing finality. If an attacker controls 66% or more of the total stake, they
  simply vote for their preferred fork and then finalize it, simply because they can vote with a dishonest supermajority.
  Dependence
  on the Internet
  ETH
  stakers relay transactions to one another via the Internet, and when blocks are mined, they are also forwarded via the Internet. Users
  and developers access Ethereum via the Internet. Thus, the Ethereum network is dependent upon the continued functioning of the Internet.
  34
  Attacks
  on the Ethereum Network
  The
  Ethereum network is periodically subject to distributed denial of service attacks to clog the list of transactions being tabulated by
  miners, which can slow the confirmation of authentic transactions. Another avenue of attack would be if a large number of miners were
  taken offline then it could take some time before the difficulty of the mining process algorithmically adjusts, which would stall block
  creation time and therefore transaction confirmation time. Thus far these scenarios have not plagued the network for long or in a systemic
  manner. This risk is expected to be substantially mitigated on Ethereum 2.0, as the PoS method of validating transactions was expected
  to improve the speed and efficiency of the network.
  Decrease
  in Block Reward or Yield
  In
  the event of a material decrease in the block reward to the Ethereum network, stakers may cease to provide their staked ETH to the consensus
  mechanism for the Ethereum network blockchain. This risk was expected to be mitigated in part on Ethereum 2.0, as the rewards earned by
  stakers of ETH will proportionately decline as more stakers participate in the network. Conversely, if some stakers decide to stop participating
  because the yield is too low, remaining stakers will enjoy a higher yield. Consequently, Ethereum 2.0 is expected to attract a sufficient
  number of stakers and validators to keep the network running efficiently.
  Competitors
  to ETH and the Ethereum Network
  Currently,
  ETH is the second largest digital asset by market capitalization, with Coingecko citing more than 5,000 alternative digital assets. To
  the extent a competitor to ETH gains popularity and greater market share, the use and price of ETH could be negatively impacted, which
  may adversely affect the investments of the Company. Similarly, the price of ETH could be negatively impacted by competition from incumbents
  in the credit card and payments industries or from other developing blockchain protocols.
  Financial
  Institutions may Refuse to Support Transactions Involving ETH
  In
  the uncertain regulatory climate for digital assets, including ETH, regulated financial institutions may refuse to support transactions
  involving digital assets, including the receipt of cash proceeds from sales of digital asset. Should this occur, the Company's business,
  prospects, financial condition, results of operations or cash flows could be materially adversely affected.
  Risks
  Related to United States Government Regulations
  New
  York State Moratorium on Cryptocurrency Mining Operations
  On
  November 22, 2022, the New York State enacted a moratorium on cryptocurrency mining operations that use proof-of-work authentication methods
  to validate blockchain operations; provided that such operations shall be subject to a full generic environmental impact statement review.
  While the Company's bitcoin mining operations in upstate New York State use proof-of-work authentication, they were approximately
  90% (now 99%) carbon free according to NYISO Power Trends 2021 Report. The law provides for a two-year moratorium on new applications
  or new permits for an electric generating facility that utilizes a carbon-based fuel. Therefore, the Company believes that its New York
  State hosting facilities, which primarily depended on hydroelectric power, will be able to comply with the law.
  35
  We
  are subject to an extensive and rapidly-evolving regulatory landscape and any adverse changes to, or our failure to comply with, any laws
  and regulations could adversely affect our brand, reputation, business, operating results and financial condition
  .
  Our
  business may be or may become subject to extensive laws, rules, regulations, policies, orders, determinations, directives, treaties, and
  legal and regulatory interpretations and guidance in the markets in which we operate, including those typically applied to financial services
  and banking, securities, commodities, the exchange, and transfer of digital assets, cross-border and domestic money and digital asset
  transmission businesses, as well as those governing data privacy, data governance, data protection, cybersecurity, responsible use of
  AI, fraud detection, payment services (including payment processing and settlement services), consumer protection, antitrust and competition,
  bankruptcy, tax, anti-bribery, economic and trade sanctions, anti-money laundering, and counter-terrorist financing. Many of these legal
  and regulatory regimes were adopted prior to the advent of the internet, mobile technologies, digital assets, and related technologies.
  As a result, they often do not contemplate or address unique issues associated with digital assets, are subject to significant uncertainty,
  and vary widely across U.S. federal, state, and local jurisdictions. These legal and regulatory regimes, including the laws, rules, and
  regulations thereunder, evolve frequently and may be modified, interpreted, and applied in an inconsistent manner from one jurisdiction
  to another, and may conflict with one another. Moreover, the relative novelty and evolving nature of our business and the significant
  uncertainty surrounding the regulation of digital assets requires us to exercise our judgement as to whether certain laws, rules, and
  regulations apply to us, and it is possible that governmental bodies and regulators may disagree with our conclusions. To the extent we
  have not complied with such laws, rules, and regulations, we could be subject to significant fines, limitations on our business, reputational
  harm, and other regulatory consequences, as well as criminal penalties, each of which may be significant and could adversely affect our
  business, operating results and financial condition.
  In
  addition to existing laws and regulations, various governmental and regulatory bodies, including legislative and executive bodies, in
  the United States, as well as in other countries may adopt new laws and regulations, or new interpretations of existing laws and regulations
  may be issued by such bodies or the judiciary, which may adversely impact the development and use of digital assets as a whole, digital
  asset mining operations, and our legal and regulatory status in particular by changing how we operate our business, how our operations
  are regulated, and what products or services we and our competitors can offer, requiring changes to our compliance and risk mitigation
  measures, imposing new licensing requirements or new costs of doing business, or imposing a total ban on certain activities or transactions
  with respect to digital assets, as has occurred in certain jurisdictions in the past.
  Due
  to our business activities, if laws or regulations or their respective interpretation change, we may become subject to ongoing examinations,
  oversight, and reviews by U.S. federal and state regulators, which would have broad discretion to audit and examine our business if we
  become subject to their oversight. Adverse changes to, or our failure to comply with, any laws and regulations have had, and may continue
  to have, an adverse effect on our reputation and brand and our business, operating results and financial condition.
  Regulatory
  restrictions that target AI, including, but not limited to, export restrictions may have a material adverse impact on our intended operations.
  The
  increasing focus on the strategic importance of AI technologies has already resulted in regulatory restrictions that target products and
  services capable of enabling or facilitating AI, and may in the future result in additional restrictions impacting some or all of our
  service offerings. Such restrictions could include additional unilateral or multilateral export controls on certain products or technology,
  including, but not limited to, AI technologies. As geopolitical tensions have increased, semiconductors associated with AI, including
  GPUs and associated products, are increasingly the focus of export control restrictions proposed by stakeholders in the U.S. and its allies,
  and it is likely that additional unilateral or multilateral controls will be adopted. Such controls may be very broad in scope and application,
  prohibit us from exporting our services to any or all customers in one or more markets or could impose other conditions that limit our
  ability to serve demand abroad and could negatively and materially impact our business, revenue, and financial results. Export controls
  targeting GPUs and semiconductors associated with AI, which are increasingly likely, would restrict our ability to export our technology,
  services even though competitors may not be subject to similar restrictions, creating a competitive disadvantage for us and negatively
  impacting our business and financial results. Increasing use of economic sanctions may also impact demand for our services, negatively
  impacting our business and financial results. Additional unilateral or multilateral controls are also likely to include deemed export
  control limitations that negatively impact the ability of our research and development teams to execute our roadmap or other objectives
  in a timely manner. Additional export restrictions may not only impact our ability to serve overseas markets, but also provoke responses
  from foreign governments, including China, that negatively impact our ability to provide our services to customers in all markets worldwide,
  which could also substantially reduce our revenue.
  36
  During
  the third quarter of fiscal year 2023, the U.S. government announced new export restrictions and export licensing requirements targeting
  China's semiconductor and supercomputing industries. These restrictions impact exports of certain chips, as well as software, hardware,
  equipment, and technology used to develop, produce, and manufacture certain chips, to China (including Hong Kong and Macau) and Russia.
  The new license requirements also apply to any future NVIDIA integrated circuit achieving certain peak performance and chip-to-chip I/O
  performance thresholds, as well as any system or board that includes those circuits. There are also now licensing requirements to export
  a wide array of products, including networking products, destined for certain end users and for certain end uses in China.
  Management
  of these new license and other requirements is complicated and time consuming. Our results and competitive position may be harmed if we
  are restricted in offering our services, if customers purchase services from competitors, if customers develop their own internal solution,
  if we are unable to provide contractual warranty or other extended service obligations, if the U.S. government does not grant licenses
  in a timely manner or denies licenses to significant customers, or if we incur significant transition costs. Even if the U.S. government
  grants any requested licenses, the licenses may be temporary or impose burdensome conditions that we cannot or choose not to fulfill.
  The new requirements may benefit certain of our competitors, as the licensing process will make our pre-sale and post-sale technical support
  efforts more cumbersome and less certain, and encourage customers to pursue alternatives to our services.
  Issues in the development
  and use of AI may result in reputational or competitive harm or liability
  .
  We are beginning to build AI
  into our infrastructure services, and we are also making AI available for our customers to use in solutions that they build. We are providing
  supporting/computing power to clients, including our strategic partners who develop AI systems. We expect this integration of AI into
  our offerings and our business in general to grow. AI presents risks and challenges that could affect its adoption, and therefore our
  business. AI algorithms or training methodologies may be flawed. Datasets may be overbroad, insufficient, or contain biased information.
  Content generated by AI systems may be offensive, illegal, or otherwise harmful. Ineffective or inadequate AI development or deployment
  practices by our Company or others could result in incidents that impair the acceptance of AI solutions or cause harm to individuals,
  customers, or society, or result in our products and services not working as intended. Human review of certain outputs may be required.
  As a result of these and other challenges associated with innovative technologies, our implementation of AI systems could subject us to
  competitive harm, regulatory action, legal liability, including under new proposed legislation regulating AI in jurisdictions, new applications
  of existing data protection, privacy, intellectual property, and other laws, and brand or reputational harm. Some AI scenarios present
  ethical issues or may have broad impacts on society. If we provide supporting/computing AI services that have unintended consequences,
  unintended usage or customization by our customers and partners, or are controversial because of their impact on human rights, privacy,
  employment, or other social, economic, or political issues, we may experience brand or reputational harm, adversely affecting our business
  and consolidated financial statements.
  We
  are subject to governmental regulation and other legal obligations related to data privacy, data protection and information security.
  If we are unable to comply with these, we may be subject to governmental enforcement actions, litigation, fines and penalties or adverse
  publicity.
  We
  collect and process data, including personal, financial and confidential information about individuals, including our employees and business
  partners; however, not of any customers or other third parties. The collection, use and processing of such data about individuals are
  governed by data privacy laws and regulations enacted in the U.S. (federal and state), and other jurisdictions around the world. These
  data privacy laws and regulations are complex, continue to evolve, and on occasion may be inconsistent between jurisdictions leading to
  uncertainty in interpreting such laws and it is possible that these laws, regulations and requirements may be interpreted and applied
  in a manner that is inconsistent with our existing information processing practices, and many of these laws are significantly litigated
  and/or subject to regulatory enforcement. The implication of this includes that various federal, state and foreign legislative or regulatory
  bodies may enact or adopt new or additional laws and regulations concerning data privacy, data retention, data transfer, and data protection.
  Such laws may continue to restrict or dictate how we collect, maintain, combine and disseminate information and could have a material
  adverse effect on our business, results of operations, financial condition and prospects.
  In
  the United States, there are numerous federal and state laws and regulations that could apply to our operations or the operations of our
  partners, including data breach notification laws, financial information and other data privacy laws, and consumer protection laws and
  regulations (e.g., Section 5 of the FTC Act), that govern the collection, use, disclosure, and protection of personal information.
  37
  Existing and increasing
  legal and regulatory requirements could adversely affect our results of operations.
  We are subject to a wide range
  of laws, regulations, and legal requirements in the U.S. and globally, including those that may apply to our products and online services
  offerings, and those that impose requirements related to user privacy, telecommunications, data storage and protection, advertising, and
  online content. Laws in several jurisdictions, including EU Member State laws under the European Electronic Communications Code, increasingly
  define certain of our services as regulated telecommunications services. This trend may continue and will result in these offerings being
  subjected to additional data protection, security, law enforcement surveillance, and other obligations. Regulators and private litigants
  may assert that our collection, use, and management of customer data and other information is inconsistent with their laws and regulations,
  including laws that apply to the tracking of users via technology such as cookies. New environmental, social, and governance laws and
  regulations are expanding mandatory disclosure, reporting, and diligence requirements. Legislative or regulatory action relating to cybersecurity
  requirements may increase the costs to develop, implement, or secure our products and services. Compliance with evolving digital accessibility
  laws and standards will require engineering and is important to our efforts to empower all people and organizations to achieve more. Legislative
  and regulatory action is emerging in the areas of AI and content moderation, which could increase costs or restrict opportunity. For example,
  in the EU, an AI Act is being considered, and may entail increased costs or decreased opportunities for the operation of our AI services
  in the European market.
  We
  are subject to extensive environmental, health and safety laws and regulations that may expose us to significant liabilities for penalties,
  damages or costs of remediation or compliance.
  Our
  operations and properties are subject to extensive laws and regulations governing occupational health and safety, the discharge of pollutants
  into the environment or otherwise relating to health, safety and environmental protection requirements in the United States. These laws
  and regulations may impose numerous obligations that are applicable to our operations, including acquisition of a permit or other approval
  before conducting construction or regulated activities; restrictions on the types, quantities and concentration of materials that can
  be released into the environment; limitation or prohibition of construction and operating activities in environmentally sensitive areas,
  such as wetlands; imposing specific health and safety standards addressing worker protection; and imposition of significant liabilities
  for pollution resulting from our operations, including investigation, remedial and clean-up costs. Failure to comply with these requirements
  may expose us to fines, penalties and/or interruptions in our operations that could have a material adverse effect on our financial position,
  results of operations and cash flows. Certain environmental laws may impose strict, joint and several liability for costs required to
  clean up and restore sites where hazardous substances have been disposed or otherwise released into the environment, even under circumstances
  where the hazardous substances were released by prior owners or operators or the activities conducted and from which a release emanated
  complied with applicable law. Moreover, it is not uncommon for neighboring landowners and other third parties to file claims for personal
  injury and property damage allegedly caused by noise or the release of hazardous substances into the environment.
  The
  trend in environmental regulation has been to place more restrictions and limitations on activities that may be perceived to impact the
  environment, and thus there can be no assurance as to the amount or timing of future expenditures for environmental regulation compliance
  or remediation. New or revised regulations that result in increased compliance costs or additional operating restrictions could have a
  material adverse effect on our financial position, results of operations and cash flows.
  38
  The
  regulatory and legislative developments related to climate change, may materially adversely affect our brand, reputation, business, operating
  results and financial condition.
  A number
  of governments or governmental bodies have introduced or are contemplating legislative and regulatory changes in response to various climate
  change interest groups and the potential impact of climate change. Given the very significant amount of electrical power required to operate
  digital asset mining machines, as well the environmental impact of mining for the rare earth metals used in the production of mining servers,
  the digital asset mining industry may become a target for future environmental and energy regulation. For example, in June and July of
  2021, the Chinese government prohibited the operation of mining machines and supply of energy to mining businesses, citing concerns regarding
  high levels of energy consumption, which resulted in our suspension of mining operations in China. U.S. legislation and increased regulation
  regarding climate change could impose significant costs on us and our suppliers, including costs related to increased energy requirements,
  capital equipment, environmental monitoring and reporting, and other costs to comply with such regulations. Specifically, imposition of
  a carbon tax or other regulatory fee in a jurisdiction where we operate or on electricity that we purchase could result in substantially
  higher energy costs, and due to the significant amount of electrical power required to operate digital asset mining machines, could in
  turn put our facilities at a competitive disadvantage. Any future climate change regulations could also negatively impact our ability
  to compete with companies situated in areas not subject to such limitations. Given the political significance and uncertainty around the
  impact of climate change and how it should be addressed, we cannot predict how legislation and regulation will affect our financial condition,
  operating performance and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse publicity
  in the global marketplace about potential impacts on climate change by us or other companies in our industry could harm our reputation.
  Any of the foregoing could have a material adverse effect on our financial position, results of operations and cash flows.
  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 asset that we own or mine is a "security" may adversely affect the value of bitcoin and
  our business.
  The
  SEC and its staff have taken the position that certain digital assets fall within the definition of a "security" under the
  U.S. federal securities laws. The legal test for determining whether any given digital asset is a security, as described below, is a highly
  complex, fact-driven analysis that may evolve over time, and the outcome is difficult to predict. Our determination that the digital assets
  we hold are not securities is a risk-based assessment and not a legal standard or one binding on regulators. The SEC generally does not
  provide advance guidance or confirmation on the status of any particular digital asset as a security. Furthermore, the SEC's views
  in this area have evolved over time and it is difficult to predict the direction or timing of any continuing evolution. It is also possible
  that a change in the governing administration or the appointment of new SEC commissioners could substantially impact the views of the
  SEC and its staff. Public statements made by senior officials at the SEC indicate that the SEC does not intend to take the position that
  bitcoin is a security (as currently offered and sold). However, such statements are not official policy statements by the SEC and reflect
  only the speakers' views, which are not binding on the SEC or any other agency or court and cannot be generalized to any other digital
  asset. As of the date of this prospectus, with the exception of certain centrally issued digital assets that have received "no-action"
  letters from the SEC staff, bitcoin and ETH are the only digital assets which senior officials at the SEC have publicly stated are unlikely
  to be considered securities. SEC Chairman Gensler stated (at the Penn Law Capital Markets Association Annual Conference on April 4, 2022)
  that "Issuers of crypto tokens that are securities must register their offers and sales of these assets with the SEC and comply
  with our disclosure requirements or meet an exemption." As a digital asset mining company, we do not believe we are an issuer of
  any "securities" as defined under the federal securities laws. Our internal process for determining whether the digital assets
  we hold or plan to hold is based upon the public statements of the SEC and existing case law. The digital assets we hold or plan to hold,
  other than bitcoin and ETH, may have been created by an issuer as an investment contract under the Howey test,
  SEC v. Howey
  Co
  ., 328 U.S. 293 (1946), and may be deemed to be securities by the SEC. However, the Company was not the issuer that created these
  digital assets and is holding them on an interim basis until liquidated. Should the SEC state in the future that bitcoin, ETH, U.S. digital
  currency tokens or other digital assets we hold are securities, we may subject to additional securities laws' requirements
  and may no longer be able to hold any of these digital assets. It will then likely become difficult or impossible for such digital assets
  to be traded, cleared or custodied in the United States through the same channels used by non-security digital assets, which in addition
  to materially and adversely affecting the trading value of the digital assets is likely to cause substantial volatility and significantly
  impact their liquidity and market participants' ability to convert the digital assets into U.S. dollars. Our inability to exchange
  bitcoin for fiat currency or other digital assets (and vice versa) and to administer our treasury management objectives may decrease our
  earnings potential and have an adverse impact on our business and financial condition.
  39
  Under
  the Investment Company Act of 1940, as amended, a company may fall within the definition of an investment company under Section 3(c)(1)(A)
  thereof if it is or holds itself out as being engaged primarily, or proposes to engage primarily in the business of investing, reinvesting
  or trading in securities, or under Section 3(a)(1)(C) thereof if it is engaged or proposes to engage in business of investing, reinvesting,
  owning, holding, or trading in securities, and owns or proposes to acquire "investment securities" (as defined) having a value
  exceeding 40% of its total assets (exclusive of government securities and cash items) on an unconsolidated basis. There is no authoritative
  law, rule or binding guidance published by the SEC regarding the status of digital assets as "securities" or "investment
  securities" under the Investment Company Act. Although we believe that we are not engaged in the business of investing, reinvesting,
  or trading in investment securities, and we do not hold ourselves out as being primarily engaged, or proposing to engage primarily, in
  the business of investing, reinvesting or trading in securities, to the extent the digital assets which we mine, own, or otherwise acquire
  may be deemed "securities" or "investment securities" by the SEC or a court of competent jurisdiction, we may
  meet the definition of an investment company. If we fall within the definition of an investment company under the Investment Company Act,
  we would be required to register with the SEC. If an investment company fails to register, it likely would have to stop doing almost all
  business, and its contracts would become voidable. Generally non-U.S. issuers may not register as an investment company without an SEC
  order.
  The
  classification of a digital asset as a security under the applicable law has wide-ranging implications for the regulatory obligations
  that flow from the mining, sale and trading of such assets. For example, a digital asset that is a security in the United States may generally
  only be offered or sold in the United States pursuant to a registration statement filed with the SEC or in an offering that qualifies
  for an exemption from registration. Persons that effect transactions in digital assets that are deemed securities in the United States
  may be subject to registration with the SEC as a "broker" or "dealer."
  There
  can be no assurances that we will properly characterize any given digital asset as a security or non-security for purposes of determining
  which digital assets to mine, hold and trade, or that the SEC, or a court, if the question was presented to it, would agree with our assessment.
  We could be subject to judicial or administrative sanctions for failing to offer or sell digital assets in compliance with the registration
  requirements, or for acting as a broker or dealer without appropriate registration. Such an action could result in injunctions, cease
  and desist orders, as well as civil monetary penalties, fines, and disgorgement, criminal liability, and reputational harm. Further, if
  bitcoin is deemed to be a security under the laws of any U.S. federal, state, or local jurisdiction, or in a proceeding in a court of
  law or otherwise, it may have adverse consequences for such digital asset. For instance, all transactions in such supported digital asset
  would have to be registered with the SEC, or conducted in accordance with an exemption from registration, which could severely limit its
  liquidity, usability and transactability. For instance, all transactions in such supported digital asset would have to be registered with
  the SEC, or conducted in accordance with an exemption from registration, which could severely limit its liquidity, usability and transactability.
  Further, it could draw negative publicity and a decline in the general acceptance of the digital asset. Also, it may make it difficult
  for such digital asset to be traded, cleared, and custodied as compared to other digital assets that are not considered to be securities.
  Failure
  to comply with anti-corruption and anti-money laundering laws, including the Foreign Corrupt Practices Act (the "FCPA") and
  similar laws associated with our activities outside of the United States, could subject us to penalties and other adverse consequences.
  We
  operate an international business and may have direct or indirect interactions with officials and employees of government agencies or
  state-owned or affiliated entities. We are subject to the FCPA, and other applicable anti-corruption and anti-money laundering laws in
  certain countries in which we conduct activities. The FCPA prohibits providing, offering, promising, or authorizing, directly or indirectly,
  anything of value to government officials, political parties, or political candidates for the purpose of obtaining or retaining business
  or securing any improper business advantage. In addition, U.S. public companies are required to maintain records that accurately and fairly
  represent their transactions and have an adequate system of internal accounting controls.
  In
  many foreign countries, including countries in which we may conduct business, it may be a local custom that businesses engage in practices
  that are prohibited by the FCPA, or other applicable laws and regulations. We face significant risks if we or any of our directors, officers,
  employees, contractors, agents or other partners or representatives fail to comply with these laws and governmental authorities in the
  United States and elsewhere could seek to impose substantial civil and/or criminal fines and penalties which could have a material adverse
  effect on our business, reputation, operating results, prospects and financial condition.
  40
  Any
  violation of the FCPA, other applicable anti-corruption laws, or anti-money laundering laws could result in whistleblower complaints,
  adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions and, in the case of the FCPA, suspension
  or debarment from U.S. government contracts, any of which could have a materially adverse effect on our reputation, business, operating
  results, prospects and financial condition. In addition, responding to any enforcement action or internal investigation related to alleged
  misconduct may result in a significant diversion of management's attention and resources and significant defense costs and other
  professional fees.
  Enactment
  of the Infrastructure Investment and Jobs Act of 2021 (the "Infrastructure Act") may have an adverse impact on our business
  and financial condition.
  On
  November 15, 2021, President Joseph R. Biden signed the Infrastructure Act. Section 80603 of the Infrastructure Act modifies and amends
  the Internal Revenue Code of 1986 (the "Code") by requiring brokers of digital asset transactions to report their customers
  to the IRS. This provision was included to enforce the taxability of digital asset transactions. Section 80603 defines "broker"
  as "any person who (for consideration) is responsible for regularly providing any service effectuating transfers of digital assets
  on behalf of another person." That could potentially include miners, validators, and developers of decentralized applications. These
  functions play a critical role in our business and in the functioning of the blockchain ecosystem. Importantly, these functions have no
  way of identifying their anonymous users. Indeed, bitcoin's blockchain was designed for anonymity.
  This
  reporting requirement took effect on January 1, 2023, and the implementation of these requirements is ongoing with the federal government.
  Disclosing the identity of our bitcoin mining operations and associated accounts to ensure they can be taxed by the IRS could cause a
  significant devaluing of our business, the bitcoin currency, and the entire digital assets market. Additionally, noncompliance with this
  provision could lead to significant fines and or regulatory actions against our company.
  Risks
  related to material pending crypto legislation or regulations
  On
  the federal level, by certain accounts, more than 100 bills were introduced in Congress to regulate cryptocurrency and digital assets.
  Except as described in other specific risk factors set forth herein, we do not believe that material pending crypto legislation or regulations
  would have a material effect on our business, financial condition and results of operations. Certain of the material pending bills are
  as follows:
  ●
  Digital Commodity Exchange Act of 2022 (DCEA), introduced on April 28, 2022 in the House of Representatives, would create a regulatory overview for digital commodity developers, dealers and exchanges, none of which would currently apply to the Company;
  ●
  Securities Clarity Act, introduced on July 16, 2021 in the House of Representatives, is intended to work with the proposed DCEA. The Securities Clarity Act would codify that an asset, whether tangible or intangible (including an asset in digital form), that is not per se a security, does not become a security as a result of being sold or otherwise transferred pursuant to an investment contract. Thus, certain digital assets which the Company may acquire, if sold pursuant to an investment contract, would not become securities, subject to SEC regulations;
  ●
  Digital Trading Clarity Act of 2022, introduced on September 29, 2022 in the Senate, provides that if a federal court or the SEC determines that a digital asset is a security, the bill requires the SEC Division of Enforcement to request information from an intermediary listing that asset to determine if the intermediary meets the requirements in the bill texts. As stated elsewhere herein, the Company will conduct an extensive compliance review prior to holding any digital asset that may be deemed to be a security, and would need to avoid holding any such digital asset if this bill becomes law.
  41
  Our
  interactions with a blockchain and mining pools may expose us to SDN or blocked persons or cause us to violate provisions of law that
  did not contemplate distributive ledger technology.
  The
  Office of Financial Assets Control of the U.S. Department of Treasury ("OFAC") requires us to comply with its sanction program
  and not conduct business with persons named on its specially designated nationals ("SDN") list. However, because of the pseudonymous
  nature of blockchain transactions we may inadvertently and without our knowledge engage in transactions with persons named on OFAC's
  SDN list or from countries on OFAC's sanctioned countries' list. We also rely on a third-party mining pool service provider
  for our mining revenue payments and other participants in the mining pool, that, unknown to us, may also be persons from countries on
  OFAC's SDN list or from countries on OFAC's sanctioned countries list. Our Company's policy prohibits any transactions
  with such SDN individuals or persons from sanctioned countries, but we may not be adequately capable of determining the ultimate identity
  of the individual with whom we transact with respect to selling bitcoin assets. Moreover, federal law prohibits any U.S. person from knowingly
  or unknowingly possessing any visual depiction commonly known as child pornography. Recent media reports have suggested that persons have
  imbedded such depictions on one or more blockchains. Because our business requires us to download and retain one or more blockchains to
  effectuate our ongoing business, it is possible that such digital ledgers contain prohibited depictions without our knowledge or consent.
  To the extent government enforcement authorities enforce these and other laws and regulations that are impacted by decentralized distributed
  ledger technology, we may be subject to investigation, administrative or court proceedings, and civil or criminal monetary fines and penalties,
  all of which could harm our reputation and affect the value of our Ordinary Shares.
  If
  regulatory changes or interpretations of our activities require our registration as a money services business ("MSB") under
  the regulations promulgated by FinCEN under the authority of the U.S. Bank Secrecy Act ("BSA"), or otherwise under state laws,
  we may incur significant compliance costs, which could be substantial or cost-prohibitive. If we become subject to these regulations,
  our costs in complying with them may have a material negative effect on our business and the results of our operations.
  To
  the extent that our activities cause us to be deemed a money service business (MSB) under the regulations promulgated by FinCEN under
  the authority of the U.S. Bank Secrecy Act, we may be required to comply with FinCEN regulations, including those that would mandate us
  to implement anti-money laundering programs, make certain reports to FinCEN and maintain certain records. The Digital Asset Anti-Money
  Laundering Act of 2022 (DAAMLA) was introduced on December 14, 2022 in the Senate. The bill would authorize FinCEN to designate digital
  asset wallet providers, miners, validators, and other select network participants as MSBs. This designation would require these parties
  to register with FinCEN and would extend to these parties anti-money laundering (AML) responsibilities under the BSA.
  To
  the extent that our activities cause us to be deemed an MSB and/or a "money transmitter" ("MT") or equivalent
  designation, under state law in any state in which we operate (currently, Texas, Kentucky and New York), we may be required to seek a
  license or otherwise register with a state regulator and comply with state regulations that may include the implementation of AML programs,
  maintenance of certain records and other operational requirements. Such additional federal or state regulatory obligations may cause us
  to incur extraordinary expenses, possibly affecting an investment in our securities in a materially adverse manner. Furthermore, the Company
  and our service providers may not be capable of complying with certain federal or state regulatory obligations applicable to MSBs and
  MTs. If we are deemed to be subject to and determine not to comply with such additional regulatory and registration requirements, we may
  act to leave a particular state or the United States completely. Any such action would be expected to materially adversely affect our
  operations.
  Current
  regulation of the exchange of bitcoins under the CEA by the CFTC is unclear; to the extent we become subject to regulation under the CFTC
  in connection with our exchange of bitcoin, we may incur additional compliance costs, which may be significant.
  Current
  legislation, including the Commodities Exchange Act of 1936, as amended (the "CEA") is unclear with respect to the exchange
  of bitcoins. Changes in the CEA or the regulations promulgated thereunder, as well as interpretations thereof and official promulgations
  by the Commodity Futures Trading Commission ("CFTC"), which oversees the CEA, may impact the classification of bitcoins and
  therefore may subject them to additional regulatory oversight by the CFTC.
  42
  Presently,
  bitcoin derivatives are not excluded from the definition of a "commodity future" by the CFTC. We cannot be certain as to how
  future regulatory developments will impact the treatment of bitcoins under the law. Bitcoins have been deemed to fall within the definition
  of a commodity and, we may be required to register and comply with additional regulation under the CEA, including additional periodic
  report and disclosure standards and requirements. Moreover, we may be required to register as a commodity pool operator or as a commodity
  pool with the CFTC through the National Futures Association. Such additional registrations may result in extraordinary, non-recurring
  expenses, thereby materially and adversely impacting an investment in us. If we determine not to comply with such additional regulatory
  and registration requirements, we may seek to curtail our U.S. operations. Any such action would be expected to materially adversely affect
  our operations. As of the date of this prospectus, no CFTC orders or rulings are applicable to our business.
  Because
  there has been limited precedent set for financial accounting of bitcoin and other digital assets, the determination that we have made
  for how to account for bitcoin and other digital assets
  transactions may be subject to change.
  Because
  there has been limited precedent set for the financial accounting of digital assets and related revenue recognition and no official guidance
  has yet been provided by the Financial Accounting Standards Board, the Public Company Accounting Oversight Board or the SEC, it is unclear
  how companies may in the future be required to account for bitcoin and other digital assets transactions and related revenue recognition.
  A change in regulatory or financial accounting standards could result in the necessity to change our accounting methods and restate our
  financial statements. Such a restatement could adversely affect the accounting for our newly mined bitcoin rewards and more generally
  negatively impact our business, prospects, financial condition and results of operation. Such circumstances would have a material adverse
  effect on our ability to continue as a going concern or to pursue our business strategy at all, which would have a material adverse effect
  on our business, prospects or operations as well as and potentially the value of any digital assets we hold or expects to acquire for
  our own account and harm investors.
  Risks
  Related to Previously Operating in China
  We
  may be subject to fines and penalties for operating in China without registration.
  Prior
  to the commencement of the Company's bitcoin mining business, and before the involvement of any of the Company's current directors,
  officers or employees, Golden Bull Limited formerly operated a peer-to-peer lending business in the PRC, as discussed below. Additionally,
  from February 2020 to June 2021, the Company operated its bitcoin mining business in the PRC, but completed the migration of all of its
  bitcoin mining operations out of China by September 2021.
  Pursuant
  to laws and regulations of the PRC, there are two ways for foreign legal persons/entities to be considered to be engaging in operation
  activities within the territory of China. One way is to establish a foreign-invested enterprise, that is incorporated, according to the
  Foreign Investment Law of PRC, within the territory of China and that is wholly or partly invested by a foreign investor. The organization
  form, institutional framework and standard of conduct of a foreign-invested enterprise are subject to the provisions of the Company Law
  of the PRC and the Partnership Enterprise Law of the PRC and other law related regulations. Another way to be deemed to be operating within
  China is to complete the approval and registration procedures with the relevant regulatory authorities in accordance with the provisions
  of Administrative Measures for the Registration of Enterprises of Foreign Countries (Regions) Engaging in Production and Operation Activities
  within the Territory of China (Revised in 2020), or Order No.31. However, in view of the ban on all new digital asset operations in China,
  we terminated the process of forming a subsidiary in mainland China. Since our Hong Kong subsidiary had not obtained business licenses
  in mainland China where Bit Digital Hong Kong used to carry out business, it may lead to a punishment of a warning, fine, confiscation
  of income and/or suspension of business for rectification.
  43
  We
  may be subject to fines and penalties for our prior mining activities in mainland China.
  The
  Chinese government implements the management systems of pre-establishment national treatment and negative list for foreign investment.
  Pre-establishment national treatment refers to the treatment given to foreign investors and their investments during the investment access
  stage, which is not lower than that given to their domestic counterparts; negative list for foreign investment refers to special administrative
  measures for the restricted or prohibited access of foreign investment in specific fields as stipulated by the Chinese government.
  Pursuant
  to the Special Administrative Measures for Access of Foreign Investment Access (2021 Edition), or the 2021 Edition Negative List for Foreign,
  issued by The Ministry of Commerce of the PRC (the "MOFCOM") and the National Development and Reform Commission (the "NDRC")
  on December 27, 2021, which came into effect on January 1, 2022, our bitcoin mining business does not fall into the Negative List for
  Foreign. However, the 2021 Edition Negative List for Foreign indicates that "Fields not mentioned in the Negative List for Foreign
  Investment Access shall be subject to administration under the principle of consistency for domestic and foreign investments. The relevant
  provisions of the Negative List for Market Access shall apply to domestic and foreign investors on a unified basis."
  Also,
  based on the Negative List for Market Access (2022 Edition), "the Catalogue for Guidance on Industrial Restructuring shall be included
  in the Negative List for Market Access"; plus, according to the Decision of the State Council on Promulgating and Implementing the
  "Temporary Provisions on Promoting Industrial Structure Adjustment," valid from December. 2, 2005, "In principle, the
  'Guidance Catalogue for the Industrial Structure Adjustment' shall apply to various types of enterprises inside China."
  "The industries of the eliminated category under the 'Guidance Catalogue for the Industrial Structure Adjustment' shall
  apply to the foreign investment enterprises." and "Investments are prohibited from being contributed to projects under the
  eliminated category." Additionally, the NDRC released on December 30, 2021 its No. 49 Decree, announcing that the Decision of the
  National Development and Reform Commission on Amending the Guiding Catalog for Industrial Restructuring (2019 Version) (the "Amended
  Catalog"). The Amended Catalog added "virtual currency mining activities" to the eliminated category of "1. outdated
  production processing and equipment under the original Catalog." Therefore, foreign investment enterprises are prohibited from virtual
  currency activities and our bitcoin mining business are banned in China as well. There can be no assurance that our prior mining activities
  in China will not be subject to fines and penalties on a retroactive basis.
  We
  may be subject measures from the Cyberspace Administration of China concerning the collection of data and required to obtain clearance
  from the CAC
  .
  The
  Cybersecurity Review Measures (2021) (the "Measures") were officially released to the public on December 28, 2021 and became
  effective on February 15, 2022. According to the Measures, to go public abroad, an online platform operator that possesses the personal
  information of more than 1 million users must seek cybersecurity review from the Office of Cybersecurity Review.
  Currently,
  we have not been involved in any investigations on cybersecurity review initiated by the CAC or related governmental regulatory authorities,
  and we have not received any inquiry, notice, warning, or sanction in such respect.
  We
  believe we currently are not required to obtain clearance from the CAC regarding our listing in the United States under the recently-enacted
  or proposed regulations or rules because we have never set an online platform for any user and we have not acted as an online platform
  operator. However, since these cybersecurity rules were recently enacted and uncertainties exist as to the interpretation or implementation
  of the Measures, if the Measures require us to obtain clearance or permissions from the CAC, we would file an application with CAC and
  seek to obtain the clearance or permissions from the CAC as required, however there can be no assurance we will obtain clearance or permission
  which could adversely affect our business. Compliance with the Measures, as well as additional laws, regulations and guidelines that the
  Chinese government promulgates in the future, may entail significant expenses and could materially affect our business.
  44
  United
  States regulators may be limited in their ability to conduct investigations or inspections of our operations in Hong Kong.
  The
  increased regulatory scrutiny of 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
  our auditors in Singapore 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 the benefit of such complete inspections, which could result in limitations or restrictions on our ability
  to access 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 Nasdaq or the over-the-counter market, may determine to delist our securities.
  U.S.
  public companies that have or had a substantial portion of their operations in China have been the subject of heightened 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.
  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, 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 Nasdaq, or in the U.S. over-the-counter markets. On December 29, 2022, the Consolidated
  Appropriations Act, 2023 was signed into law, which, among other things, amended the HFCA Act to reduce from three years to two
  years the number of consecutive years an issuer can be identified as an identified issuer before the SEC can prohibit an issuer's
  securities from trading on any U.S. national securities exchange and on the over-the- counter market. Accordingly, our securities may
  be prohibited from trading on Nasdaq or other U.S. stock exchange if our auditor is not inspected by the PCAOB for two 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. The PCAOB issued a Determination Report on December 15, 2022, determining
  that the PCAOB secured complete access to inspect and investigate registered public accounting firms headquartered in mainland China
  and Hong Kong, and vacating the 2021 Determinations to the contrary. However, the PCAOB further noted that it will act immediately to
  consider the need to issue a new determination if the PRC authorities obstruct or otherwise fail to facilitate the PCAOB's access.
  While the audit reports of Audit Alliance LLP incorporated by reference into this prospectus are prepared by auditors based in Singapore
  who are subject to inspection and investigation by the PCAOB, there can be no assurance that our auditor or we will be able to comply
  with these and other 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 Act and other similar rules and regulations.
  45
  Our
  Hong Kong subsidiaries could become subject to certain PRC laws if such laws are applied to Hong Kong.
  The
  national laws of the PRC, including, but not limited to the Cybersecurity Review Measures that became effective on February 15, 2022,
  do not currently apply to our Hong Kong subsidiaries, except for those listed in the Basic Law of Hong Kong. However, due to changes
  in laws, regulations or policies, including how those 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 and our Hong Kong subsidiaries may be subject to certain PRC
  laws.
  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 on Judicial Immunity from
  Compulsory Measures Concerning the Property of Foreign Central Banks; and Law of the PRC on the National Anthem; Law of the PRC on Safeguarding
  National Security in the Hong Kong Special Administrative Region."
  As
  of the date of this prospectus, the Hong Kong subsidiaries have not established any subsidiary or branch in mainland PRC and are not
  conducting any business operations in mainland PRC.
  However,
  due to changes in laws, regulations or policies, including how these laws, regulations or policies would be interpreted or implemented,
  the national laws applicable in Hong Kong in the Basic Law might be revised in the future.
  Therefore,
  we cannot assure you that we will not be affected by the foregoing or relevant laws, regulations or policies in the future, if there
  are any changes to the foregoing laws, regulations and policies, or if any new laws, regulations, and policies are published. We could
  not guarantee that the relevant laws, regulations, or policies would not be applied retroactively, so we might face penalties, and our
  reputation and results of operations could be materially and adversely affected.
  Enhanced
  scrutiny over acquisition transactions by the PRC tax authorities may have a negative impact on the indirect transfer of equity in the
  past and potential acquisitions we may pursue in the future.
  The
  PRC tax authorities have enhanced their scrutiny over the direct or indirect transfer of certain taxable assets, including, in particular,
  equity interests in a PRC resident enterprise, by a non-resident enterprise by promulgating and implementing SAT Circular 59 and Circular
  698, which became effective in January 2008, and a Circular 7 to replace some of the existing rules in Circular 698, which became effective
  in February 2015.
  Under
  Circular 7, where a non-resident enterprise conducts an "indirect transfer" by transferring the equity interests of a PRC
  "resident enterprise" indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise,
  being the transferor, may be subject to PRC enterprise income tax if the indirect transfer is considered to be an abusive use of company
  structure without reasonable commercial purposes. As a result, gains derived from such indirect transfer may be subject to PRC tax at
  a rate of up to 10%.
  46
  On
  October 17, 2017, the SAT issued the Announcement of the State Administration of Taxation on Issues Concerning the Withholding of Nonresident
  Enterprise Income Tax at Source partly revised, or SAT Circular 37, which came into effect on December 1, 2017. The SAT Circular 37 further
  clarifies the practice and procedure of the withholding of non-resident enterprise income tax. SAT Circular 698 was repealed from the
  date SAT Circular 37 was enacted. Also, the SAT Circular 37 has been partially revised by the Announcement of the State Administration
  of Taxation on the Revision to Certain Taxation Regulatory Documents, namely Circular 31, which has been effective on June 15, 2018.
  Where
  a non-resident enterprise transfers taxable assets in China indirectly by disposing of the equity interests of an overseas holding company,
  which is an Indirect Transfer, the non-resident enterprise as either transferor or transferee, or the PRC entity whose equity is transferred,
  may report such Indirect Transfer to the relevant tax authority. Using a "substance over form" principle, the PRC tax authority
  may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose
  of reducing, avoiding or deferring PRC tax. As a result, gains derived from such Indirect Transfer may be subject to PRC enterprise income
  tax, and the transferee or other person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently
  at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. Both the transferor and the transferee may be subject
  to penalties under PRC tax laws if the transferee fails to withhold the taxes and the transferor fails to pay the taxes. We face uncertainties
  as to the reporting and other implications of certain past and future transactions where PRC taxable assets are involved, such as offshore
  restructuring, sale of the shares in our offshore subsidiaries and investments. Our Company may be subject to filing obligations or taxed
  if our company is transferor in such transactions and may be subject to withholding obligations if our company is transferee in such
  transactions, under Circular 7 and/or SAT Circular 37. For transfer of shares in our Company by investors who are non-PRC resident enterprises,
  our former PRC subsidiaries may be requested to assist in the filing under SAT Circular 7 and/or Circular 37. As a result, we may be
  required to expend valuable resources to comply with SAT Circular 7 and/or Circular 37 or to request the relevant transferors from whom
  we purchase taxable assets to comply with these circulars, or to establish that our Company should not be taxed under these circulars,
  which may have a material adverse effect on our financial condition and results of operations.
  Risks
  Related to Singapore Government Regulations
  Regulations
  on Payment Services in Singapore
  Staking
  activities will be performed by one of our subsidiaries, Bit Digital Singapore Pte. Ltd. ("BTSG") which is incorporated under
  the laws of the Republic of Singapore and currently does not possess any financial regulatory licenses.
  BTSG  intends
  to use its own proprietary assets to trade and stake ETH, which is defined as a digital payment token ("DPT") (as defined
  under the Payment Services Act 2019 of Singapore ("PS Act") with licensed or otherwise exempt third party service providers
  under applicable laws (including the PS Act or the Securities and Futures Act 2001 of Singapore ("SFA")). BTSG's current
  business practices in Singapore are subject to the following regulatory risks, as described herein.
  The
  Monetary Authority of Singapore ("MAS") regulates the provision of payment services in Singapore under the PS Act. Unless
  excluded or exempt, an entity must obtain the relevant license to carry on a business in providing regulated payment services under the
  PS Act, which include account issuance service, e-money issuance service, domestic money transfer service, cross-border money transfer
  service, merchant acquisition service, digital payment token service, and money-changing service.
  Under
  the PS Act, licensees may be subject to obligations relating to general approval requirements for changes of control, appointment and
  removal of CEOs and directors, general notification and record-keeping requirements, audit requirements, base capital requirements, anti-money
  laundering requirements (see below), the requirement to furnish security (for a major payment institution), the requirement to safeguard
  customer monies (for a major payment institution), and other applicable requirements. Licensees are expected to implement certain systems,
  processes and controls in line with MAS' Guidelines on Risk Management Practices applicable to financial institutions in Singapore.
  47
  BTSG
  intends to trade and stake ETH on its own account, not to provide any payment service to customers and not to carry on a business of
  "dealing in" DPT as a service to any third-party. In particular, BTSG: (i) will use its own proprietary money for trading
  and/or staking (no customer money is used); (ii) will not trade or stake DPTs for or on behalf of customers; (iii) will not market or
  advertise that it provides any such service to customers; (iv) will not enter into trades with counterparties as a matter of course (e.g.
  at the customer's request) or stake DPT at a customer's request; (v) will only enter into trades or staking arrangements
  based on its own personal/proprietary needs; (vi) will not collect any fees from counterparties (instead, it is the counterparties that
  are service providers, providing services to BTSG); and (vii) will only trade or stake through or with licensed or licensed service providers.
  Accordingly, BTSG is unlikely to be regarded as carrying on a business in providing a "digital payment token service" under
  the PS Act's current regulatory regime.
  However,
  there remains a risk that MAS may take a more restrictive view, with the trading of ETH being construed as "dealing in DPT",
  requiring a license under the PS Act. In addition, laws and regulations related to payments and financial services are evolving in Singapore,
  and changes in such laws and regulations could affect our business practices in the manner that we have done, expect to do, or at all.
  MAS could enact new regulations, change regulations that were previously adopted, modify, through supervision or enforcement, past regulatory
  guidance, or interpret existing regulations in a manner different or stricter than have been previously interpreted, any of which could
  adversely affect or require us to change BTSG's business practices in Singapore.
  Regulations
  on Anti-money Laundering and Countering the Financing of Terrorism ("AML/CFT")
  We
  and our partners who work with us are required to comply with certain anti-money laundering requirements in the jurisdictions where we
  and our partners operate. In Singapore, regulated financial institutions must comply with all applicable AML/CFT obligations, including
  the relevant AML/CFT Notices and Guidelines issued by MAS (e.g. the Notice PSN02 Prevention of Money Laundering and Countering the Financing
  of Terrorism – Digital Payment Token Service and the Guidelines to Notice PSN02 on Prevention of Money Laundering and Countering
  the Financing of Terrorism - Digital Payment Token Service). Among other things, the AML/CFT Notices require financial institutions to
  put in place robust controls to detect and deter the flow of illicit funds through Singapore's financial system, identify and know
  their customers (including beneficial owners), conduct regular account reviews, and to monitor and report any suspicious transaction.
  The
  primary AML/CFT legislation in Singapore that are of general application are the Corruption, Drug Trafficking and Other Serious Crimes
  (Confiscation of Benefits) Act, Chapter 84A of Singapore (the "CDSA") and Terrorism (Suppression of Financing) Act, Chapter
  325 of Singapore (the "TSOFA"). The CDSA provides for the confiscation of benefits derived from, and to combat, corruption,
  drug dealing and other serious crimes. Generally, the CDSA criminalizes the concealment or transfer of the benefits of criminal conduct
  as well as the knowing assistance of the concealment, transfer or retention of such benefits. The TSOFA criminalizes terrorism financing
  and prohibits any person in Singapore from dealing with or providing services to a terrorist entity, including those designated pursuant
  to the TSOFA. The CDSA and the TSOFA also require suspicious transaction reports to be lodged with the Suspicious Transaction Reporting
  Office. If any person fails to lodge the requisite reports under the CDSA and the TSOFA, it may be subject to criminal liability. In
  addition, financial institutions, non-financial institutions and individuals in Singapore are required to comply with financial sanction
  requirements in relation to individuals and entities designated by the United Nations.
  As
  BTSG does not currently hold any financial regulatory licenses in Singapore, it only complies with the CDSA and the TSOFA, the primary
  AML/CFT legislation in Singapore that are of general application (and does not comply with PSN02 and the related guidelines). It is possible
  that financial institutions in Singapore may not be willing to offer financial services to BTSG due to concerns on the origin of BTSG's
  funds, from an AML/CFT perspective.
  48
  The
  Company expects to acquire digital assets on liquid, regulated exchanges with robust anti-money laundering ("AML") and know-your-client
  ("KYC") policies and procedures. However, there are no assurances that cryptocurrency trading platforms on which the Company
  transacts business will continue to operate effectively, maintain adequate liquidity or that their AML and KYC policies and procedures
  will be effective, which could negatively impact the Company and its ability to acquire or sell ETH and other digital assets.
  MAS
  could enact new regulations, change regulations that were previously adopted, modify, through supervision or enforcement, past regulatory
  guidance, or interpret existing regulations in a manner different or stricter than have been previously interpreted, any of which could
  adversely affect or require us to change BTSG's business practices in Singapore.
  Risks Involving Intellectual
  Property
  We rely upon licenses
  of third-party intellectual property rights and may be unable to protect our software codes.
  We
  actively use specific hardware and software for our bitcoin mining operation. In certain cases, source code and other software assets
  may be subject to an open source license, as much technology development underway in this sector is open source. For these works, the
  Company intends to adhere to the terms of any license agreements that may be in place.
  We
  do not currently own, and do not have any current plans to seek, any patents in connection with our existing and planned blockchain and
  digital asset related operations. We rely upon trade secrets, trademarks, service marks, trade names, copyrights and other intellectual
  property rights and expect to license the use of intellectual property rights owned and controlled by others. In addition, we have developed
  and may further develop certain proprietary software applications for purposes of our digital asset mining operation. Our open source
  licenses may not afford us the protection we need to protect our intellectual property.
  Our
  internal systems rely on software that is highly technical, and, if it contains undetected errors, our business could be adversely affected.
  Our
  internal systems rely on software that is highly technical and complex. In addition, our internal systems depend on the ability of such
  software to store, retrieve, process and manage immense amounts of data. The software on which we rely has contained, and may now or
  in the future contain, undetected errors or bugs. Some errors may only be discovered after the code has been released for external or
  internal use. Any errors, bugs or defects discovered in the software on which we rely could result in harm to our reputation, or liability
  for damages, any of which could adversely affect our business, results of operations and financial conditions.
  We
  may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position.
  We
  regard trademarks, domain names, know-how, proprietary technologies and similar intellectual property as critical to our success, and
  we rely on a combination of intellectual property laws and contractual arrangements, including confidentiality and non-compete agreements
  with our employees and others, to protect our proprietary rights. Thus, we cannot assure you that any of our intellectual property rights
  would not be challenged, invalidated, circumvented or misappropriated, or such intellectual property will be sufficient to provide us
  with competitive advantages. In addition, because of the rapid pace of technological change in our industry, parts of our business rely
  on technologies developed or licensed by third parties, and we may not be able to obtain or continue to obtain licenses and technologies
  from these third parties on reasonable terms, or at all.
  Preventing
  any unauthorized use of our intellectual property is difficult and costly and the steps we take may be inadequate to prevent the misappropriation
  of our intellectual property. In the event that we resort to litigation to enforce our intellectual property rights, such litigation
  could result in substantial costs and a diversion of our managerial and financial resources. We can provide no assurance that we will
  prevail in such litigation. In addition, our trade secrets may be leaked or otherwise become available to, or be independently discovered
  by, our competitors. To the extent that our employees or consultants use intellectual property owned by others in their work for us,
  disputes may arise as to the rights in related know-how and inventions. Any failure in protecting or enforcing our intellectual property
  rights could have a material adverse effect on our business, financial condition and results of operations.
  49
  We
  may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations.
  We
  cannot be certain that our operations or any aspects of our business do not or will not infringe upon or otherwise violate trademarks,
  patents, copyrights, know-how or other intellectual property rights held by third parties. We may be, from time to time in the future,
  subject to legal proceedings and claims relating to the intellectual property rights of others. In addition, there may be third-party
  trademarks, patents, copyrights, know-how or other intellectual property rights that are infringed by our products, services or other
  aspects of our business without our awareness. Holders of such intellectual property rights may seek to enforce such intellectual property
  rights against us in China, the United States or other jurisdictions. If any third-party infringement claims are brought against us,
  we may be forced to divert management's time and other resources from our business and operations to defend against these claims,
  regardless of their merits. If we were found to have violated the intellectual property rights of others, we may be subject to liability
  for our infringement activities or may be prohibited from using such intellectual property, and we may incur licensing fees or be forced
  to develop alternatives of our own. As a result, our business and results of operations may be materially and adversely affected.
  Risks
  Related to Our Ordinary Shares
  The
  trading price of our Ordinary Shares is subject to pricing factors that are not necessarily associated with traditional factors that
  influence stock prices or the value of non-bitcoin assets such as revenue, cash flows, profitability, growth prospects or business activity
  levels since the value and price, as determined by the investing public, may be influenced by future anticipated adoption or appreciation
  in value of digital assets or blockchains generally, factors over which we have little or no influence or control.
  Other
  factors that could cause volatility in the market price of our Ordinary Shares include, but are not limited to:
  ●
  actual or anticipated
          fluctuations in our financial condition and operating results or those of companies perceived to be similar to us;
  ●
  actual or anticipated changes in
      our growth rate relative to our competitors;
  ●
  commercial success and market acceptance
      of blockchain and bitcoin and other digital assets;
  ●
  actions by our competitors, such as new business
      initiatives, acquisitions and divestitures;
  ●
  strategic transactions undertaken by us;
  ●
  additions or departures of key personnel;
  ●
  prevailing economic conditions;
  ●
  disputes concerning our intellectual property or
      other proprietary rights;
  ●
  sales of our Ordinary Shares by our officers, directors
      or significant shareholders;
  ●
  other actions taken by our shareholders;
  ●
  future sales or issuances of equity or debt securities
      by us;
  ●
  business disruptions caused by earthquakes, tornadoes
      or other natural disasters;
  ●
  issuance of new or changed securities analysts'
      reports or recommendations regarding us;
  50
  ●
  legal proceedings involving our company, our industry
      or both;
  ●
  changes in market valuations of companies similar
      to ours;
  ●
  the prospects of the industry in which we operate;
  ●
  speculation or reports by the press or investment
      community with respect to us or our industry in general;
  ●
  the level of short interest in our shares; and
  ●
  other risks, uncertainties and factors described
          in our Annual Report for the year ended December 31, 2022 on Form 20-F.
  In
  addition, the stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance
  of issuers. These broad market fluctuations may negatively impact the price or liquidity of our Ordinary Shares. When the price of a
  stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the issuer, and we
  have been impacted in that way. See the risk factor below titled
  "We defended and settled a securities class action litigation
  which resulted in significant costs for the Company
  ." The pending lawsuit has required significant management time and attention,
  resulting in significant legal expenses and potential damages.
  Our
  Chief Financial Officer and Chairman currently have voting power to control all significant corporate actions.
  Erke
  Huang, our Chief Financial Officer and a director, and Zhaohui Deng, our Chairman of the Board, collectively beneficially own 1,000,000
  preferred shares, each having fifty (50) votes, which equals approximately 46.7% of the voting power of our 106,901,657 outstanding
  Ordinary Shares as of January 25, 2024 or approximately 32% of all votes cast on an as-converted basis. The Board authorized the exchange
  by Messrs. Huang and Deng of 1,000,000 Ordinary Shares for an equivalent number of preferred shares, in the form of a poison pill, to
  enable them to carry out the Company's business plan without the threat of a hostile takeover. Nevertheless, as a result of their
  shareholdings, Mr. Huang and Mr. Deng may be able to control the vote over decisions regarding mergers, consolidations and the sale of
  all or substantially all of our assets, the election of directors, and other significant corporate actions. They may take action that
  is not in the best interests of our other shareholders. This concentration of voting power may discourage or delay our Company, which
  could deprive our shareholders of an opportunity to receive a premium for their shares as part of the sale of our Company and might reduce
  the market price of our Ordinary Shares. These actions may be taken even if they are opposed by our other shareholders.
  We
  may be unable to comply with the applicable continued listing requirements of the Nasdaq Capital Market, which may adversely impact our
  access to capital markets and may cause us to default certain of our agreements.
  Our
  Ordinary Shares are currently traded on the Nasdaq Capital Market. Nasdaq rules require us to maintain a minimum closing bid price of
  $1.00 per Ordinary Share. The closing bid price of our Ordinary Shares fell below $1.00 per share for 30 consecutive trading days twice,
  so we were not in compliance with Nasdaq's rules for listing standards. Although we regained compliance each time, there can be
  no assurance we will continue to meet the minimum bid price requirements or any other Nasdaq requirements in the future, in which case
  our Ordinary Shares could be delisted.
  In
  the event that our Ordinary Shares are delisted from Nasdaq and are not eligible for quotation or listing on another market or exchange,
  trading of our Ordinary Shares could be conducted only on the over-the-counter market or on an electronic bulletin board established
  for unlisted securities, such as the OTC. In such event, it could become more difficult to dispose of, or obtain accurate price quotations
  for, our Ordinary Shares, and there would likely also be a reduction in our coverage by securities analysts and the news media, which
  could cause the price of our Ordinary Shares to decline further. In addition, our ability to raise additional capital may be severely
  impacted if our shares are delisted from Nasdaq, which may negatively affect our business plans and the results of our operations.
  51
  If
  securities or industry analysts do not publish research or publish unfavorable research about our business, our share price and trading
  volume could decline
  .
  The
  trading market for our Ordinary Shares will be influenced by whether industry or securities analysts publish research and reports about
  us, our business, our market or our competitors and, if any analysts do publish such reports, what they publish in those reports. We
  may not obtain or maintain analyst coverage in the future. Any analysts that do cover us may make adverse recommendations regarding our
  shares, adversely change their recommendations from time to time and/or provide more favorable relative recommendations about our competitors.
  If analysts who may cover us in the future were to cease coverage of our company or fail to regularly publish reports on us, or if analysts
  fail to cover us or publish reports about us at all, we could lose (or never gain) visibility in the financial markets, which in turn
  could cause the share price of our Ordinary Shares or trading volume to decline. Moreover, if our operating results do not meet the expectations
  of the investor community, one or more of the analysts who cover our Company may change their recommendations regarding our Company,
  and our share price could decline.
  Our
  Ordinary Shares may be thinly traded, and you may be unable to sell at or near ask prices or at all if you need to sell your shares to
  raise money or otherwise desire to liquidate your shares.
  Our
  Ordinary Shares may become "thinly-traded", meaning that the number of persons interested in purchasing our Ordinary Shares
  at or near bid prices at any given time may be relatively small or non-existent. This situation may be attributable to a number of factors,
  including the fact that we may not be well-known to stock analysts, stock brokers, institutional investors and others in the investment
  community that generate or influence sales volume, and that, even if we came to the attention of such persons, they tend to be risk-averse
  and might be reluctant to follow a relatively unknown company such as ours or purchase or recommend the purchase of our shares until
  such time as we became more seasoned. As a consequence, there may be periods of several days or more when trading activity in our shares
  is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally
  support continuous sales without an adverse effect on share price. A broad or active public trading market for our Ordinary Shares may
  not develop or be sustained.
  We
  defended and settled a securities class action litigation which resulted in significant costs for the Company.
  The
  market for our Ordinary Shares may have, when compared to seasoned issuers, significant price volatility, and we expect that our share
  price may continue to be more volatile than that of a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated
  securities class action litigation against a company following periods of volatility in the market price of its securities. On January
  20, 2021, a securities class action lawsuit was filed against the Company and its Chief Executive Officer and Chief Financial Officer
  titled
  Anthony Pauwels v. Bit Digital, Inc., Min Hu and Erke Huang
  (Case No. 1:21-cv-00515) (U.S.D.C. S.D.N.Y.). The
  class action was brought on behalf of persons that purchased or acquired our Ordinary Shares between December 21, 2020 and January 11,
  2021, a period of volatility in our Ordinary Shares, as well as volatility in the price of bitcoin. On April 29, 2021, the Court consolidated
  several related cases under the caption
  In re Bit Digital, Inc. Securities Litigation
  . Joseph Franklin Monkam Nitcheu was
  appointed as lead plaintiff. On July 6, 2021, the lead plaintiff filed a consolidated class action complaint (the "Amended Complaint").
  The Amended Complaint was still based primarily upon a January 11, 2021 short seller report and included, among other things, additional
  information concerning our previously discontinued peer to peer lending business. We filed a motion to dismiss the lawsuit and vigorously
  defended the action. While that motion was pending, the Company agreed with the lead plaintiff selected in the case to settle the class
  action by paying $2,100,000. The Company chose to do that to eliminate the burden, expense and uncertainties of further litigation. The
  Company continues to deny the allegations in the Amended Complaint and nothing in the settlement is evidence of any liability on the
  Company's behalf.
  On
  March 7, 2023, a final judgment in this matter was entered approving the settlement and certifying the class for purposes of enforcing
  the settlement and payment was then made by the Company.
  52
  We
  have not paid Ordinary Share dividends in the past and do not anticipate paying cash dividends in the foreseeable future.
  We
  have never declared or paid any cash dividends with respect to our Ordinary Shares and do not intend to pay any cash dividends in the
  foreseeable future. The Preference Shares held by our Chairman of the Board and Chief Financial Officer provide for an eight (8%) percent
  ($800,000) annual dividend when and if declared by the Board. On February 7, 2023 and December 8, 2023, the Board of Directors declared
  eight (8%) percent dividends on the preference shares to Geney Development Ltd., an entity beneficially owned by the Company's
  Chairman and Chief Financial Officer. We currently plan to retain any future earnings to cover operating costs and otherwise fund the
  growth of our business. We cannot assure you that we would, at any time, generate sufficient surplus cash that would be available for
  distribution to the holders of our Ordinary Shares as a dividend. As a result, capital appreciation, if any, of our Ordinary Shares will
  be the sole source of gain for the foreseeable future. There is no guarantee that our Ordinary Shares will appreciate in value or even
  maintain the price at which a shareholder purchased such shareholder's shares.
  You
  may face difficulties in protecting your interests as a shareholder, as Cayman Islands law provides substantially less protection when
  compared to the laws of the United States and it may be difficult for a shareholder of ours to effect service of process or to enforce
  judgements obtained in the U.S. courts.
  Our
  corporate affairs are governed by our amended and restated memorandum and articles of association and by the Companies Act (Revised)
  of the Cayman Islands and common law of the Cayman Islands. The rights of shareholders to take legal action against our directors and
  us, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large
  extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited
  judicial precedent in the Cayman Islands as well as from English common law. Decisions of the Privy Council (which is the final court
  of appeal for British overseas territories such as the Cayman Islands) are binding on a court in the Cayman Islands. Decisions of the
  English courts, and particularly the Supreme Court of the United Kingdom and the Court of Appeal are generally of persuasive authority
  but are not binding on the courts of the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors
  under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedents in the United States.
  In particular, the Cayman Islands has a less developed body of securities laws as compared to the United States and provide significantly
  less protection to investors. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action
  before the U.S. federal courts. The Cayman Islands courts are also unlikely to impose liabilities against us in original actions brought
  in the Cayman Islands, based on certain civil liability provisions of U.S. securities laws. It may be difficult for a shareholder to
  enforce against us judgments obtained in U.S. courts, including judgments predicated upon the civil liability provisions of the securities
  laws of the United States or any state in the United States.
  As a result of all of the
  above, our shareholders may have more difficulty in protecting their interests through actions against us or our officers, directors
  or major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.
  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.
  Currently,
  a portion of our operations and of our assets and personnel are located outside the United States. Four of five members of our Board
  of Directors are nationals or residents of jurisdictions other than the United States, and a substantial portion, if not all, of their
  assets are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within
  the United States upon these persons, or to enforce against us or them judgments obtained in U.S. courts, including judgments predicated
  upon the civil liability provisions of the securities laws of the United States or any state in the United States. Foreign countries
  may have no arrangement for the reciprocal enforcement of judgments with the United States. As a result, recognition and enforcement
  in a foreign country of judgments of a court in the United States and any of the other jurisdictions in relation to any matter not subject
  to a binding arbitration provision may be difficult or impossible. Even if you sue successfully in a U.S. court or any other jurisdictions,
  you may not be able to collect on such judgment against us or our directors and officers. In addition, the SEC, the U.S. Department of
  Justice and other U.S. authorities may also have difficulties in bringing and enforcing actions against us or our directors or officers
  outside the United States.
  53
  We
  are currently a foreign private issuer within the meaning of the rules under the Exchange Act, and, as such, we are exempt from certain
  provisions applicable to United States domestic public companies.
  We
  are currently a foreign private issuer within the meaning of the rules under the Exchange Act through December 31, 2023. As such, we
  are exempt from certain provisions applicable to United States domestic public companies. For example:
  ●
  we are not required to provide as many Exchange Act
      reports, or as frequently, as a domestic public company;
  ●
  for interim reporting,
          we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic
          public companies;
  ●
  we are not required to provide the same level of
      disclosure on certain issues, such as executive compensation;
  ●
  we are exempt from
          provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;
  ●
  we are not required
          to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect
          of a security registered under the Exchange Act;
  ●
  we are not required
          to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and trading
          activities and establishing insider liability for profits realized from any "short-swing" trading transaction; and.
  ●
  we file annual reports
          on Form 20-F and reports on Form 6-K as a foreign private issuer. As a result of our reduced reporting requirements, our shareholders
          may not have access to certain information they may deem important.
  We
  incur significant costs as a result of being a public company and will continue to do so in the future, particularly as we cease to qualify
  as an "emerging growth company."
  We
  incur significant legal, accounting and other expenses as a public company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently
  implemented by the SEC and the NASDAQ Capital Market, impose various requirements on the corporate governance practices of public companies.
  We have been an "emerging growth company," as set forth above, and remained an emerging growth company until December 31,
  2023, which was the earlier of (1) the last day of the fiscal year (a) ending December 31, 2023, or (b) in which we have a total annual
  gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value
  of our Ordinary Shares that is held by non-affiliates exceeds $700 million as of the prior June 30
  th
  , and (2) the date on
  which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. An emerging growth company may
  take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. Because,
  since January 1, 2024, we are no longer an emerging growth company, we may incur additional costs which could have a material adverse
  effect on our financial condition.
  54
  If
  we are classified as a passive foreign investment company, United States taxpayers who own our Ordinary Shares may have adverse United
  States federal income tax consequences.
  A
  non-U.S. corporation such as ourselves will be classified as a passive foreign investment company, which is known as a PFIC, for any
  taxable year if, for such year, either
  ●
  at least 75% of our gross income for the year is passive income; or
  ●
  the average percentage
          of our assets (determined at the end of each quarter) during the taxable year which produce passive income or which are held
          for the production of passive income is at least 50%.
  Passive
  income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of
  a trade or business) and gains from the disposition of passive assets.
  If
  we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. shareholder
  who holds our Ordinary Shares, the U.S. shareholder may be subject to increased U.S. federal income tax liability and may be subject
  to additional reporting requirements.
  Whether
  we are a PFIC for 2023 or any future taxable year is uncertain because, among other things, the treatment of digital asset such as bitcoin
  for purposes of the PFIC rules is unclear. We express no opinion with respect to our PFIC status and also express no opinion with regard
  to our expectations regarding our PFIC status. Given this uncertainty, prospective U.S. shareholders contemplating an investment in the
  Ordinary Shares may want to assume that we are a PFIC and are urged to consult their own tax advisors regarding our PFIC status and the
  resulting U.S. federal income tax consequences in light of their own particular.
  SPECIAL
  NOTE REGARDING FORWARD-LOOKING STATEMENTS
  This prospectus and the documents
  incorporated herein by reference contain "forward-looking statements" within the meaning of Section 27A of the Securities
  Act and Section 21E of the Exchange Act about us and our industry that involve substantial risks and uncertainties. All statements
  other than statements of historical fact contained in this document and the materials accompanying this document are forward-looking
  statements. These statements are based on current expectations of future events. Frequently, but not always, forward-looking statements
  are identified by the use of the future tense and by words such as "believes," "expects," "anticipates,"
  "intends," "will," "may," "could," "would," "predicts," "anticipates,"
  "future," "plans," "continues," "estimates" or similar expressions. Forward-looking statements
  are not guarantees of future performance and actual results could differ materially from those indicated by such forward-looking statements.
  Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our or our industry's
  actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity,
  performance, or achievements expressed or implied by the forward-looking statements. These forward-looking statements speak only as of
  the date made and are subject to a number of known and unknown risks, uncertainties and assumptions, including the important factors
  incorporated by reference into this prospectus from our most recent Annual Report on Form 20-F and any subsequent Current Reports on
  Form 6-K we file after the date of this prospectus, and all other information contained or incorporated by reference into this prospectus,
  as updated by our subsequent filings under the Exchange Act and in our other filings with the SEC, that may cause our actual results,
  performance or achievements to differ materially from those expressed or implied by the forward-looking statements.
  Because forward-looking statements
  are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control,
  you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our
  forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking
  statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it
  is not possible for management to predict all risk factors and uncertainties. Except as required by applicable law, we do not plan to
  publicly update or revise any forward-looking statements, whether as a result of any new information, future events, changed circumstances
  or otherwise.
  55
  ENFORCEABILITY
  OF CIVIL LIABILITIES
  We were incorporated in the
  Cayman Islands in order to enjoy the following benefits:
  ●
  political and economic stability;
  ●
  an effective judicial system;
  ●
  a favorable tax system;
  ●
  the absence of exchange control or currency restrictions;
      and
  ●
  the availability of professional and support services.
  However, certain disadvantages
  accompany incorporation in the Cayman Islands. These disadvantages include, but are not limited to, the following:
  ●
  The Cayman Islands has a less developed body of securities
      laws as compared to the United States and these securities laws provide significantly less protection to investors; and
  ●
  Cayman Islands companies may not have standing to
      sue before the federal courts of the United States.
  Our constitutional documents
  do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, between us,
  our officers, directors and shareholders, be arbitrated. Currently, a portion of our operations are conducted outside of the United States,
  and a portion of our assets are located outside the United States. All of our Board of Directors are nationals or residents of jurisdictions
  other than the United States, and a substantial portion, if not all, of their assets are located outside the United States. As a result,
  it may be difficult for a shareholder to effect service of process within the United States upon these persons, or seek recognition and/or
  enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions
  of the securities laws of the United States or any state in the United States.
  We have appointed Corporation
  Service Company located at 19 West 44
  th
  Street, Suite 201, New York, New York 10036, as our agent upon whom process may be
  served in any action brought against us under the securities laws of the United States.
  Ogier (Cayman) LLP, our counsel
  as to Cayman Islands law, and Tian Yuan Law Firm, our counsel as to PRC law, have advised us, respectively, that there is uncertainty
  as to whether the courts of the Cayman Islands and China, respectively, would recognize or enforce judgments of United States courts
  obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United
  States or any state in the United States; or entertain original actions brought in each respective jurisdiction against us or our directors
  or officers predicated upon the securities laws of the United States or any state in the United States.
  We have been advised by our
  Cayman Islands legal counsel, Ogier (Cayman) LLP, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against
  us, judgments of courts of the United States obtained against us or our directors or officers predicated upon the civil liability provisions
  of the securities laws of the United States or any state in the United States; and (ii) in original actions brought in the Cayman Islands,
  to impose liabilities against us or our directors or officers predicated upon the civil liability provisions of the securities laws of
  the United States or any state in the United States, so far as the liabilities imposed by those provisions are penal in nature. In those
  circumstances, although there is currently no statutory enforcement or treaty between the United States and the Cayman Islands providing
  for enforcement of judgments obtained in the United States. The courts of the Cayman Islands will recognize and enforce a foreign money
  judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent
  foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions
  are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive, given by a court of
  competent jurisdiction (the courts of the Cayman Islands will apply the rules of Cayman Islands private international law to determine
  whether the foreign court is a court of competent jurisdiction), and must not be in respect of taxes or a fine or penalty, inconsistent
  with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be
  of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands. Furthermore, it is uncertain
  that Cayman Islands courts would enforce: (1) judgments of U.S. courts obtained in actions against us or other persons that are predicated
  upon the civil liability provisions of the U.S. federal securities laws; or (2) original actions brought against us or other persons
  predicated upon the Securities Act. Ogier (Cayman) LLP has informed us that there is uncertainty with regard to Cayman Islands law relating
  to whether a judgment obtained from the U.S. courts under civil liability provisions of the securities laws will be determined by the
  courts of the Cayman Islands as penal, punitive in nature. A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings
  are being brought elsewhere.
  56
  Tian Yuan Law Firm has further
  advised us that the recognition and enforcement of foreign judgments are subject to compliance with the PRC Civil Procedures Law and
  relevant civil procedure requirements in the PRC. PRC courts may recognize and enforce foreign judgments in accordance with the requirements
  of PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on reciprocity between
  jurisdictions. China does not have any treaties or other form of reciprocity with the United States or the Cayman Islands that provide
  for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, courts in
  the PRC will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic
  principles of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a
  PRC court would enforce a judgment rendered by a court in the United States or in the Cayman Islands.
  USE
  OF PROCEEDS
  We will not receive any proceeds
  from the sale of the Ordinary Shares by the Selling Securityholders. All such proceeds will be received by the Selling Securityholders.
  However, we expect to use the proceeds from the exercise of the options for working capital and other general corporate purposes.
  SELLING
  SECURITYHOLDERS
  The shares offered by this
  prospectus are being registered for reoffers and resales by the Selling Securityholders, who may acquire such shares pursuant to the
  exercise of options and Awards granted under the Plan. All of the Ordinary Shares registered for sale under this reoffer prospectus will
  be owned, prior to the offer and sale of such shares, by certain of our employees, non-employee directors, executive officers and consultants.
  The persons listed below (the "Selling Securityholders") are deemed to be the "affiliates" of the Company. We
  are registering the Ordinary Shares covered by this reoffer prospectus for the Selling Securityholders. As used in this reoffer prospectus,
  "Selling Securityholders" includes the pledges, donees, transferees or others who may later hold the Selling Securityholders'
  interests. The Selling Securityholders named below may resell all, a portion or none of such shares from time to time. In addition, certain
  non-affiliates of the Company, not named in the following table, who hold less than the lesser of 1,000 shares or 1% of the shares issuable
  under a plan may also use this prospectus to sell up to that amount of shares acquired by them pursuant to the exercise of options or
  other Awards granted to them under the Plan.
  The following table sets forth,
  with respect to each Selling Securityholder, based upon information available to us as of December 21, 2023, the number of Ordinary Shares
  beneficially owned before and after the sale of the Ordinary Shares offered by this prospectus; the maximum number of shares to be sold;
  and the percent of the outstanding Ordinary Shares owned before and after the sale of the Ordinary Shares offered by this prospectus.
  Selling
      Securityholder
  Shares
                                                                                                                               Owned
  Prior to the
  Sale (1)
  Percentage
      of
  Shares Owned
  Prior to the
  Sale
  Shares
  Registered
  Erke Huang
  800,000
  (2)(3)
  *
  450,000
  (2)
  *
  Less than one (1%) percent
                                              of the issued and outstanding Ordinary Shares.
  57
  (1)
  Based on 106,901,657
                                              Ordinary Shares issued and outstanding as of January 25, 2024 together with securities exercisable
                                              or convertible with Ordinary Shares within sixty (60) days as of such date for each shareholder.
                                              Except to the extent otherwise indicated, to the best of the Company's knowledge, each
                                              of the indicated persons exercises sole voting and investment power with respect to all shares
                                              beneficially owned by him.
  (2)
  Includes 450,000 Ordinary
                                              Shares issuable under restricted share units ("RSUs") granted and vested in December
                                              2023.
  (3)
  Erke Huang (through Even
                                              Green Holdings Limited) is the beneficial owner of 300,000 Ordinary Shares issuable upon
                                              the conversion of 1,000,000 Preference Shares owned by Geney Development Limited ("GDL"),
                                              a BVI entity, located at 4th Floor Waters Edge Building, Meridian Plaza, Road Town, Tortola
                                              VG1110, British Virgin Islands. The Company's Amended and Restated Articles of Association
                                              (the "AOA"), filed in the Cayman Islands on or about April 30, 2021, provide
                                              that (i) all Preference Shares are convertible into Ordinary Shares on a one-for-one basis
                                              and (ii) for all Company matters requiring the vote of Members by a poll or by proxy, each
                                              Preference Share shall carry the equivalent number of votes as 50 Ordinary Shares, or an
                                              aggregate of 15,000,000 votes, for Mr. Huang which are equal to approximately 14% of the
                                              106,901,657 issued and outstanding shares as of January 25, 2024 or approximately 10% of
                                              the Voting Securities, including the Preference Shares when continued with the remainder
                                              of the 1,000,000 Preference Shares owned by Zhaohui Deng, Chairman of the Board of Directors,
                                              GDL has the power to vote against 32% of the Voting Shares.
  PLAN
  OF DISTRIBUTION
  The Ordinary Shares listed
  in the table appearing under "Selling Securityholders" are being registered to permit the resale of Ordinary Shares by the
  Selling Securityholders from time to time after the date of this prospectus. There can be no assurance that the Selling Securityholders
  will sell any or all of the Ordinary Shares offered hereby. We will not receive any of the proceeds from the sale of the Ordinary Shares
  by the Selling Securityholders.
  The Selling Securityholder
  may sell all or a portion of the Ordinary Shares offered hereby from time to time directly to purchasers or through one or more underwriters,
  broker-dealers or agents, at market prices prevailing at the time of sale, at prices related to such market prices, at a fixed price
  or prices subject to change or at negotiated prices, by a variety of methods including the following:
  ●
  on any national securities exchange or over-the-counter market
      on which the Ordinary Shares may be listed or quoted at the time of sale;
  ●
  ordinary brokerage transactions and transactions
      in which the broker-dealer solicits purchasers;
  ●
  block trades in which a broker-dealer may attempt
      to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
  ●
  purchases by a broker-dealer, as principal, and a
      subsequent resale by the broker-dealer for its account;
  58
  ●
  in "at the market" offerings to or through
      market makers into an existing market for Ordinary Shares;
  ●
  an exchange distribution in accordance with the rules
      of the applicable exchange;
  ●
  privately negotiated transactions;
  ●
  in transactions otherwise than on such exchanges
      or in the over-the-counter market;
  ●
  through a combination of any such methods; or
  ●
  through any other method permitted under applicable
      law.
  We will pay the expenses incident
  to the registration and offering of the Ordinary Shares offered hereby. We have agreed to indemnify the Selling Securityholders and certain
  other persons against certain liabilities in connection with the offering by the Selling Securityholders offered hereby, including liabilities
  arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities.
  Broker-dealers engaged by the
  Selling Securityholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts
  from the Selling Securityholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts
  to be negotiated. The Selling Securityholders do not expect these commissions and discounts to exceed what is customary in the types
  of transactions involved.
  The Selling Securityholders
  may from time to time pledge or grant a security interest in some or all of the shares owned by them and, if they default in the performance
  of their secured obligations, the pledgees or secured parties may offer and sell Ordinary Shares from time to time under this prospectus,
  or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provisions of the Securities Act amending the list
  of Selling Securityholders to include the pledgee, transferee or other successors in interest as Selling Securityholders under this prospectus.
  Upon our being notified by
  a Selling Securityholder that any material arrangement has been entered into with a broker or dealer for the sale of shares through a
  secondary distribution, or a purchase by a broker or dealer, we will file a prospectus supplement, if required, pursuant to Rule 424(b)
  under the Securities Act, disclosing (a) the name of each of such Selling Securityholder and the participating broker-dealers, (b) the
  number of shares involved, (c) the price at which such shares are being sold, (d) the commissions paid or the discounts or concessions
  allowed to such broker-dealers, (e) where applicable, that such broker-dealers did not conduct any investigation to verify the information
  set out or incorporated by reference in the prospectus, as supplemented, and (f) other facts material to the transaction.
  In addition to any such number
  of shares sold hereunder, a Selling Securityholder may, at the same time, sell any shares, including the shares offered by this prospectus,
  owned by such person in compliance with all of the requirements of Rule 144 under the Securities Act, regardless of whether such shares
  are covered by this prospectus.
  In addition, upon us being
  notified in writing by a Selling Securityholders that a donee or pledgee intends to sell more than 500 Ordinary Shares, a supplement
  to this prospectus will be filed if then required in accordance with applicable securities law.
  The Selling Securityholders
  also may transfer the Ordinary Shares in other circumstances, in which case the transferees, pledgees or other successors in interest
  will be the selling beneficial owners for purposes of this prospectus.
  The Selling Securityholders
  and any broker-dealers or agents that are involved in selling the shares may be deemed to be "underwriters" within the meaning
  of the Securities Act in connection with such sales. In such event any commissions received by such broker-dealers or agents and any
  profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.
  Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of securities will be paid
  by the selling shareholder and/or the purchasers. The Ordinary Shares are listed on the Nasdaq Capital Market under the symbol "BTBT."
  59
  Each Selling Securityholder
  may be deemed to be an "underwriter" within the meaning of Section 2(a)(11) of the Securities Act. Any underwriters, brokers,
  dealers or agents that participate in such distribution may be deemed to be "underwriters" within the meaning of the Securities
  Act, and any discounts, commissions or concessions received by any underwriters, brokers, dealers or agents might be deemed to be underwriting
  discounts and commissions under the Securities Act. Any Selling Securityholder who is an "underwriter" within the meaning
  of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and the provisions of the Exchange
  Act and the rules thereunder relating to stock manipulation.
  In order to comply with the
  securities laws of some states, Ordinary Shares sold in those jurisdictions may only be sold through registered or licensed brokers or
  dealers. In addition, in some states, Ordinary Shares may not be sold unless the Ordinary Shares have been registered or qualified for
  sale in that state or an exemption from registration or qualification is available and is complied with. The compensation paid to a particular
  broker-dealer may be less than or in excess of customary commissions. We cannot presently estimate the amount of compensation that any
  agent will receive. Each Selling Securityholder has represented and warranted to us that it acquired the securities subject to this registration
  statement in the ordinary course of such Selling Securityholder's business and, at the time of its purchase of such securities
  such Selling Securityholder had no agreements or understandings, directly or indirectly, with any person to distribute any such securities.
  We have advised each Selling
  Securityholder that it may not use shares registered on this registration statement to cover short sales of shares made prior to the
  date on which this registration statement shall have been declared effective by the SEC. If a Selling Securityholder uses this prospectus
  for any sale of the shares, it will be subject to the prospectus delivery requirements of the Securities Act. The Selling Securityholders
  will be responsible to comply with the applicable provisions of the Securities Act and Exchange Act, and the rules and regulations thereunder
  promulgated, including, without limitation, Regulation M, as applicable to such Selling Securityholders in connection with resales of
  their respective shares under this registration statement.
  We are required to pay all
  fees and expenses incident to the registration of the shares, other than commissions and discounts of underwriters, dealers or agents,
  but we will not receive any proceeds from the sale of the shares. We have agreed to indemnify the Selling Securityholders against certain
  losses, claims, damages and liabilities, including liabilities under the Securities Act.
  There is no assurance that
  any of the Selling Securityholders will sell any or all of the shares offered by this prospectus.
  DESCRIPTION
  OF SECURITIES TO BE REGISTERED
  The following summary of the
  terms of our share capital does not purport to be complete and is qualified in its entirety by reference to the applicable provisions
  of Cayman Islands law and our Amended and Restated Memorandum and Articles of Association.
  We are a Cayman Islands exempted
  company and our affairs are governed by our amended and restated memorandum and articles of association (referred to herein as the "Amended
  and Restated Memorandum and Articles of Association") and the Companies Act (Revised) of the Cayman Islands, which we refer to
  as the Companies Act below.
  We amended our memorandum and
  articles of association on April 30, 2021, following our Annual General Meeting held on April 20, 2021, to create a new class of 10,000,000
  authorized Preference Shares of par value US$0.01 each and for changes to the description of Cayman Island laws and certain other updates.
  We further amended our authorized share capital on September 8, 2021, following an extraordinary general meeting on the same date, to
  increase the total authorized capital to $3,500,000.
  60
  Our authorized share capital
  is 350,000,000 shares consisting of 340,000,000 Ordinary Shares, par value $0.01 per share and 10,000,000 Preference Shares, par value
  $0.01 per share. As of December 21, 2023, there were 100,594,257 Ordinary Shares and 1,000,000 Preference Shares (with fifty (50) votes
  each) issued and outstanding.
  The holders of our Ordinary
  Shares are entitled to one vote for each share held of record on all matters submitted to a vote of members. The holders of our Ordinary
  Shares are entitled to receive ratably such dividends as are declared by our board of directors out of funds legally available therefor.
  In the event of our liquidation, dissolution or winding up, holders of our Ordinary Shares have the right to a ratable portion of assets
  remaining after payment of liabilities. The holders of our Ordinary Shares have no preemptive rights or rights to convert their Ordinary
  Shares into any other securities and are not subject to future calls or assessments by the Company. All issued and outstanding Ordinary
  Shares are fully paid and non-assessable.
  INTEREST
  OF NAMED EXPERTS AND COUNSEL
  There are no interests of named experts and counsel.
  DISCLOSURE
  OF COMMISSION POSITION ON INDEMNIFICATION
  FOR SECURITIES ACT LIABILITIES
  Insofar as indemnification
  for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company, the
  SEC has expressed its opinion that such indemnification is against public policy as expressed in the Securities Act and is, therefore,
  unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses
  incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding)
  is asserted by such director, officer or controlling person in connection with the shares being registered, the Company will, unless
  in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
  question whether such indemnification by us is against public policy as expressed in the Securities Act and we will be governed by the
  final adjudication of such issue.
  EXEMPTION
  FROM REGISTRATION CLAIMED
  Exemption from registration
  pursuant to Section 4(a)(2) of the Securities Act is claimed for the issuance of Restricted Share Units awarded to officers of the Company
  under the Plan. See "
  Selling Securityholders
  ."
  Material
  changes
  There have been no material
  changes in the Company's affairs since the end of the latest fiscal year that have not been disclosed in a previously filed report.
  LEGAL
  MATTERS
  The validity of the Ordinary
  Shares offered in this Prospectus and certain other legal matters as to Cayman Islands law will be passed upon for us by Ogier (Cayman)
  LLP, our counsel as to Cayman Islands law.
  61
  EXPERTS
  Our consolidated financial
  statements for the fiscal years ended December 31, 2022 and 2021 have been incorporated by reference in this Prospectus and in this Registration
  Statement in reliance upon the report of Audit Alliance LLP, an independent registered public accounting firm, on its audit of our financial
  statements given on authority of this firm as experts in accounting and auditing.
  PROSPECTIVE INVESTORS MAY RELY
  ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE PROSPECTIVE INVESTORS WITH DIFFERENT OR
  ADDITIONAL INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO SELL NOR IS IT SEEKING AN OFFER TO BUY IN ANY JURISDICTION WHERE SUCH OFFER,
  OR SALE IS NOT PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT ONLY AS OF THE DATE OF THIS PROSPECTUS, REGARDLESS
  OF THE TIME OF DELIVERY OF THIS PROSPECTUS OR ANY SALE OF THESE SHARES.
  62
  PART II
  INFORMATION REQUIRED IN THE
  REGISTRATION STATEMENT
  Item
  3. Incorporation of Documents by Reference
  The following documents filed
  with the Securities and Exchange Commission (the "SEC") by Bit Digital, Inc., a Cayman Islands corporation (the "Registrant"),
  pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by reference in this registration
  statement:
  1.
  Annual Report on
  Form 20-F
  for the year ended December 31, 2022, filed with the Commission on April 28, 2023;
  2.
  Current Reports on Form 6-K as filed
                                              with the Commission on
  January 26, 2024
  ,
  January 24, 2024
  ,
  January 19, 2024
  ,
  December 4, 2023
  ,
  November 30, 2023
  ,
  November 15, 2023
  ,
  November 14, 2023
  ,
  November 3, 2023
  ,
  September 22, 2023
  ,
  September 11, 2023
  ,
  August 24, 2023
  ,
  August 23, 2023
  ,
  August 15, 2023
  ,
  June 22, 2023
  ,
  June 12, 2023
  ,
  April 25, 2023
  ,
  April 6, 2023
  ,
  March 22, 2023
  ,
  January 27, 2023
  ,
  January 25, 2023
  ,
  January 12, 2023
  and
  January 9, 2023
  but only to the extent
                                              that the items therein are specifically stated to be "filed" rather than "furnished"
                                              for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
                                              Act")
  3.
  The description of our Ordinary Shares
                                              contained in Bit Digital's Registration Statement on
  Form F-1
  (No. 333-254060) and
                                              any amendment or report filed with the SEC for the purpose of updating.
  All documents subsequently
  filed by the Registrant after the date of this prospectus pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act shall
  be deemed to be incorporated by reference in this prospectus and to be a part of this prospectus from the date of filing of such documents.
  Any statement contained in a previously filed document incorporated by reference in this prospectus shall be deemed to be modified or
  superseded for purposes of this prospectus to the extent that a statement in this prospectus modifies or supersedes such previous statement
  and any statement contained in this prospectus shall be deemed to be modified or superseded to the extent that a statement in any document
  subsequently filed, which is incorporated by reference in this prospectus, modifies or supersedes such statement. Any statement so modified
  or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
  You may read and copy any reports,
  statements or other information we have filed at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.
  Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Rooms. Our filings are also available on the Internet
  at the SEC's website at http:\\www.sec.gov.
  Item 4. Description of Securities.
  Not applicable.
  Item 5. Interests of Named Experts and Counsel.
  Not applicable.
  Item 6. Indemnification of Directors and Officers.
  (A) The
  registrant's authority to indemnify its officers and directors is governed by the provisions of the registrant's Amended
  and Restated Memorandum and Articles of Association.
  II-
  1
  (B) The
  Amended and Restated Memorandum and Articles of Association of the registrant provides as follows:
  Every Director and officer
  for the time being of the Company or any trustee for the time being acting in relation to the affairs of the Company and their respective
  heirs, executors, administrators, personal representatives or successors or assigns shall, in the absence of willful neglect or default,
  be indemnified by the Company against, and it shall be the duty of the Directors out of the funds and other assets of the Company to
  pay, all costs, losses, damages and expenses, including travelling expenses, which any such Director, officer or trustee may incur or
  become liable in respect of by reason of any contract entered into, or act or thing done by him as such Director, officer or trustee
  or in any way in or about the execution of his duties and the amount for which such indemnity is provided shall immediately attach as
  a lien on the property of the Company and have priority as between the Members over all other claims. No such Director, officer or trustee
  shall be liable or answerable for the acts, receipts, neglects or defaults of any other Director, officer or trustee or for joining in
  any receipt or other act for conformity or for any loss or expense happening to the Company through the insufficiency or deficiency of
  any security in or upon which any of the monies of the Company which shall be invested or for any loss of the monies of the Company which
  shall be invested on for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any monies,
  securities or effects shall be deposited, or for any other loss, damage or misfortune whatsoever which shall happen in or about the execution
  of the duties of his respective office or trust or in relation thereto unless the same happens through his own willful neglect or default.
  (C) The
  Board of Directors of the registrant authorized the registrant to enter into indemnity agreements with officers and directors of the
  registrant when and as determined by the Board of Directors. Pursuant to the foregoing authority, the registrant has entered into indemnity
  agreements with each of its directors and certain of its officers.
  The indemnity agreements obligate
  the registrant to provide the maximum protection allowed under the Cayman Law. The indemnity agreements supplement and increase the protection
  afforded to officers and directors under the Certificate of Incorporation in the following respects:
  (a) The
  Indemnification Agreements entered into with Bryan Bullett and Sam Tabar (the "Indemnitees") dated as of March 31, 2021 in
  connection with their Employment Agreements, as amended, provide for a supplement to and in furtherance of the Amended and Restated Memorandum
  and Articles of Association. The Indemnitees did not regard the protection available under the organizational documents of the Company
  and any insurance policies maintained by the Company to be adequate.
  (b) The
  Indemnitees shall be entitled to indemnification if the Indemnitee is, or is threatened to be made, a party to or participant in any
  Proceeding (as defined) other than a Proceeding by or in the right of the Company. The Indemnitees shall be indemnified against all expenses,
  judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with
  such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitees reasonably
  believed to be in or not opposed to the best interests of the Company, and with respect to any criminal proceeding, had no reasonable
  cause to believe the Indemnitee's conduct was unlawful.
  (c) The
  Indemnitees shall be entitled to indemnification if the Indemnitee is, or is threatened to be made, a party to or participant in any
  Proceeding brought by or in the right of the Company, provided the Indemnitees acted in good faith and in a manner the Indemnitee reasonably
  believed to be in or not opposed to the best interests of the Company;
  provided
  ,
  however
  , that if applicable law so provides,
  no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitees
  shall have been adjudged to be liable to the Company unless and to the extent that a court of competent jurisdiction shall determine
  that such indemnification may be made.
  (d) To
  the extent that an Indemnitee is a party to and is successful, on the merits or otherwise, in any proceeding, he shall be indemnified
  to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred
  by him, or on his behalf, in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the
  merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee
  against all Expenses actually and reasonably incurred by him, or on his behalf, in connection with each successfully resolved claim,
  issue or matter.
  II-
  2
  (e) Whether
  or not indemnification is available, in respect of any Proceeding in which the Company is jointly liable with Indemnitee (or would be
  if joined in such Proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such
  Proceeding without requiring Indemnitee to contribute to such payment and the Company waived and relinquished any right of contribution
  it may have against Indemnitee.
  (f) All
  agreements and obligations of the Company contained in the Agreement shall continue until the date that is ten (10) years after the date
  upon which Indemnitee's corporate status terminates and shall continue thereafter so long as Indemnitee shall be subject to any
  Proceeding.
  (g) The
  Indemnitee provided certain consulting services to the Company prior to his employment by the Company pursuant to an agreement dated
  February 1, 2021 between the Company and Wellington Park Inc. ("Wellington"), a company owned by Indemnitee. To further induce
  Indemnitee to accept employment with the Company, the Company agrees that the terms of the Indemnification Agreement shall apply to Wellington
  as if Wellington were also the "Indemnitee" under such Agreement.
  Insofar as indemnification
  for liabilities arising under the Securities Act may be permitted to officers and directors pursuant to the provisions described above
  or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the
  Securities Act and is, therefore, unenforceable.
  Item
  7. Exemption from Registration Claimed.
  Not applicable.
  Item
  8. Exhibits
  Exhibit No.
  Description
  4.1
  2023 Omnibus Equity
      Incentive Plan with Form of Restricted Share Award
  (1)
  4.2
  Form of Incentive Share Option Agreement
  4.3
  Form of Non-Statutory Share Option Agreement
  4.4
  Form of Restricted Share Unit
  5.1
  Opinion of Ogier (Cayman) LLP
  23.1
  Consent of Ogier (Cayman) LLP (contained in the opinion at Exhibit 5.1)
  23.2
  Consent of Audit Alliance LLP
  24.1
  Power of attorney of officers and directors of the Registrant (included in page II-6)
  107
  Filing Fee Table
  (1)
  Incorporated by reference to the Registrant's Form 6-K
  filed with the SEC on August 24, 2023.
  II-
  3
  Item
  9. Undertakings
  (a) The
  undersigned registrant hereby undertakes:
  (1) To
  file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
  (i)
  To include any prospectus required by Section
                                              10(a)(3) of the Securities Act of 1933;
  (ii)
  To reflect in the prospectus any facts
                                              or events arising after the effective date of the registration statement (or the most recent
                                              post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental
                                              change in the information set forth in the registration statement. Notwithstanding the foregoing,
                                              any increase or decrease in volume of securities offered (if the total dollar value of securities
                                              offered would not exceed that which was registered) and any deviation from the low or high
                                              end of the estimated maximum offering range may be reflected in the form of prospectus filed
                                              with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
                                              price represent no more than 20% change in the maximum aggregate offering price set forth
                                              in the "Calculation of Registration Fee" table in the effective registration
                                              statement;
  (iii)
  To include any material information with
                                              respect to the plan of distribution not previously disclosed in the registration statement
                                              or any material change to such information in the registration statement;
  provided, however,
  that paragraphs (a)1(i) and (a)(1)(ii) of above do not apply if the registration statement is on Form S-8, and the information required
  to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission
  by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in
  the registration statement.
  (2) That,
  for the purpose of determining liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a
  new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
  to be the initial bona fide offering thereof.
  (3) To
  remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
  of the offering.
  (4) That,
  for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to
  be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
  deemed to be the initial
  bona fide
  offering thereof.
  (5) For
  determining liability of the undersigned registrant under the Securities Act to any purchaser in the initial distribution of the securities:
  II-
  4
  The undersigned registrant
  undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless
  of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means
  of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer
  or sell such securities to such purchaser:
  (i)
  Any preliminary prospectus or prospectus
                                              of the undersigned registrant relating to the offering required to be file (pursuant to Rule
                                              424 (§230.424 of this chapter);
  (ii)
  Any free writing prospectus relating to
                                              the offering prepared by or on behalf of the undersigned registrant or used or referred to
                                              by the undersigned registrant;
  (iii)
  The portion of any other free writing
                                              prospectus relating to the offering containing material information about the undersigned
                                              registrant or its securities provided by or on behalf of the undersigned registrant; and
  (iv)
  Any other communication that is an offer
                                              in the offering made by the undersigned registrant to the purchaser.
  (b) The
  undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing
  of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
  applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
  1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to
  the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
  thereof.
  (c) Insofar
  as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons
  of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities
  and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the
  event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid
  by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted
  by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the
  opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
  whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of
  such issue.
  II-
  5
  SIGNATURES
  Pursuant to the requirements
  of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
  for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in New York, New York, on February 8, 2024.
  BIT DIGITAL, INC,
  /
  S
  /
  Samir Tabar
  By:
  Samir Tabar
  Title:
  Chief Executive Officer
  KNOW ALL MEN
  BY THESE PRESENTS,
  that each person whose signature appears below constitutes and appoints Samir Tabar and Erke Huang, and each of
  them, his true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for him and in his name, place
  and stead, in any and all capacities (until revoked in writing), to sign any and all amendments (including post-effective amendments)
  to this registration statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the
  Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and
  every act and thing requisite and necessary to be done as fully for all intents and purposes as he might or could do in person, hereby
  ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to
  be done by virtue hereof. This power-of-attorney does not revoke any earlier powers-of-attorney.
  Pursuant to the requirements of the Securities Act
  of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
  SIGNATURE
  TITLE
  DATE
  /s/ Samir Tabar
  Chief Executive Officer
  February 8, 2024
  Samir Tabar
  (Principal Executive Officer)
  /s/ Erke Huang
  Director and Chief Financial Officer
  February 8, 2024
  Erke Huang
  (Principal Financial & Accounting Officer)
  /s/ Zhaohui Deng
  Director
  February 8, 2024
  Zhaohui Deng
  /s/ Ichi Shih
  Director
  February 8, 2024
  Ichi Shih
  /s/ Jishu Bill Xiong
  Director
  February 8, 2024
  Jiashu Bill Xiong
  /s/ Brock Pierce
  Director
  February 8, 2024
  Brock Pierce
  II-
  6
  SIGNATURE OF AUTHORIZED REPRESENTATIVE
  IN THE UNITED STATES
  Pursuant to the requirements
  of Section 6(a) of the Securities Act of 1933, as amended, the undersigned has signed this Registration on Form S-8, solely in the capacity
  of the duly authorized representative of Bit Digital, Inc. in the United States, on February 8, 2024.
  BIT DIGITAL, INC.
  By:
  /
  S
  /
  Samir Tabar
  Name:
  Samir Tabar, CEO
  Title:
  Authorized Signatory
  II-
  7
  BIT DIGITAL, INC.
  REGISTRATION STATEMENT ON
  FORM S-8,
  EXHIBIT INDEX
  Exhibit
  Number
  Description
  4.2
  Form of Incentive Share Option Agreement
  4.3
  Form of Non-Statutory Share Option Agreement
  4.4
  Form of Restricted Share Unit
  5.1
  Opinion of Ogier (Cayman) LLP
  23.1
  Consent of Ogier (Cayman) LLP (contained in the opinion at Exhibit 5.1)
  23.2
  Consent of Audit Alliance LLP
  24.1
  Power of Attorney of officers and directors of the Registrant (included in signature
      page II-6)
  107
  Filing Fee Table
  II-
  8