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  <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 October 29,
  2021</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: right">Registration No. 333-_________</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"></P>
  
  <!-- Field: Rule-Page --><DIV STYLE="margin-top: 0; margin-bottom: 0; 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="text-align: center; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt">&nbsp;</P>
  
  <P STYLE="text-align: center; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"></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="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>WASHINGTON, D.C. 20549</B></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>
  
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  <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>FORM S-8</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="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>UNDER THE SECURITIES
  ACT OF 1933</B></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>
  
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  <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>BIT DIGITAL, INC. </B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">(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>
  
  <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%">
      <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"></P>
      <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">(State or other jurisdiction of <BR>
  incorporation or
      organization)</P></TD>
      <TD STYLE="text-align: center; width: 2%">&nbsp;</TD>
      <TD STYLE="text-align: center; width: 49%">
      <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"></P>
      <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">(I.R.S. Employer</P>
      <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">Identification No.)</P></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"></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>33 Irving Place, New York, New York 10003</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">(Address of Principal Executive Offices) (Zip Code)</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>
  
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  <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>2021 Second Omnibus Equity Incentive Plan</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B></B>(Full
  title of the plan)</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>
  
  <!-- Field: Rule-Page --><DIV STYLE="margin: 0 auto; width: 25%"><DIV STYLE="border-top: Black 1.5pt solid; font-size: 1pt">&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="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">(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="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B></B>(Telephone number, including
  area code, 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: 0pt 0; text-align: justify">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">(Check one):</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 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: 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">&#9746;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD COLSPAN="2"></TD>
      <TD> Emerging Growth Company
  </TD>
      <TD>&#9746;</TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>CALCULATION OF REGISTRATION FEE</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>&nbsp;</B></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="padding-right: 0pt; border-bottom: Black 2px solid; font-weight: bold; font-variant: small-caps; text-align: center; padding-left: 0pt; text-indent: 0pt">Title Of Securities To Be Registered</TD><TD STYLE="padding-right: 0pt; font-weight: bold; font-variant: small-caps; padding-left: 0pt; text-indent: 0pt">&nbsp;</TD>
      <TD STYLE="padding-right: 0pt; border-bottom: Black 2px solid; font-weight: bold; font-variant: small-caps; text-align: center; padding-left: 0pt; text-indent: 0pt">Amount To Be Registered</TD><TD STYLE="padding-right: 0pt; font-weight: bold; font-variant: small-caps; padding-left: 0pt; text-indent: 0pt">&nbsp;</TD>
      <TD COLSPAN="2" STYLE="padding-right: 0pt; border-bottom: Black 2px solid; font-weight: bold; font-variant: small-caps; text-align: center; padding-left: 0pt; text-indent: 0pt">Proposed Maximum Offering Price Per Share</TD><TD STYLE="padding-right: 0pt; padding-bottom: 2px; font-weight: bold; font-variant: small-caps; padding-left: 0pt; text-indent: 0pt">&nbsp;</TD><TD STYLE="padding-right: 0pt; font-weight: bold; font-variant: small-caps; padding-left: 0pt; text-indent: 0pt">&nbsp;</TD>
      <TD COLSPAN="2" STYLE="padding-right: 0pt; border-bottom: Black 2px solid; font-weight: bold; font-variant: small-caps; text-align: center; padding-left: 0pt; text-indent: 0pt">Proposed Maximum Aggregate Offering Price</TD><TD STYLE="padding-right: 0pt; padding-bottom: 2px; font-weight: bold; font-variant: small-caps; padding-left: 0pt; text-indent: 0pt">&nbsp;</TD><TD STYLE="padding-right: 0pt; font-weight: bold; font-variant: small-caps; padding-left: 0pt; text-indent: 0pt"><B>&nbsp;</B></TD>
      <TD COLSPAN="2" STYLE="padding-right: 0pt; border-bottom: Black 2px solid; font-weight: bold; font-variant: small-caps; text-align: center; padding-left: 0pt; text-indent: 0pt">Amount Of Registration Fee</TD><TD STYLE="padding-right: 0pt; padding-bottom: 2px; font-weight: bold; font-variant: small-caps; padding-left: 0pt; text-indent: 0pt">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
      <TD STYLE="padding-right: 0pt; width: 30%; padding-bottom: 2px; padding-left: 0.125in; text-indent: -0.125in">Ordinary Shares, $.01 par value</TD><TD STYLE="padding-right: 0pt; width: 1%; padding-left: 0pt; text-indent: 0pt">&nbsp;</TD>
      <TD STYLE="padding-right: 0pt; width: 15%; text-align: center; padding-bottom: 2px; padding-left: 0pt; text-indent: 0pt">5,000,000 (1)(2)(3)</TD><TD STYLE="padding-right: 0pt; width: 1%; padding-left: 0pt; text-indent: 0pt">&nbsp;</TD>
      <TD STYLE="padding-right: 0pt; width: 1%; border-bottom: Black 2px solid; text-align: left; padding-left: 0pt; text-indent: 0pt">&nbsp;</TD><TD STYLE="padding-right: 0pt; width: 15%; border-bottom: Black 2px solid; text-align: right; padding-left: 0pt; text-indent: 0pt"><FONT STYLE="font-size: 10pt">$9.66 (4)</FONT></TD><TD STYLE="padding-right: 0pt; width: 1%; padding-bottom: 2px; text-align: left; padding-left: 0pt; text-indent: 0pt">&nbsp;</TD><TD STYLE="padding-right: 0pt; width: 1%; padding-left: 0pt; text-indent: 0pt">&nbsp;</TD>
      <TD STYLE="padding-right: 0pt; width: 1%; border-bottom: Black 2px solid; text-align: left; padding-left: 0pt; text-indent: 0pt">$</TD><TD STYLE="padding-right: 0pt; width: 15%; border-bottom: Black 2px solid; text-align: right; padding-left: 0pt; text-indent: 0pt">48,300,000</TD><TD STYLE="padding-right: 0pt; width: 1%; padding-bottom: 2px; text-align: left; padding-left: 0pt; text-indent: 0pt">&nbsp;</TD><TD STYLE="padding-right: 0pt; width: 1%; padding-left: 0pt; text-indent: 0pt"><B>&nbsp;</B></TD>
      <TD STYLE="padding-right: 0pt; width: 1%; border-bottom: Black 2px solid; text-align: left; padding-left: 0pt; text-indent: 0pt">$</TD><TD STYLE="padding-right: 0pt; width: 15%; border-bottom: Black 2px solid; text-align: right; padding-left: 0pt; text-indent: 0pt">4,477.41</TD><TD STYLE="padding-right: 0pt; width: 1%; padding-bottom: 2px; text-align: left; padding-left: 0pt; text-indent: 0pt">&nbsp;</TD></TR>
    </TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.35in; text-indent: -0.35in">&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: 0.25in; text-align: left">(1)</TD><TD STYLE="text-align: justify">Represents an aggregate of 5,000,000 ordinary shares issuable
  upon exercise of stock options, restricted stock awards, or otherwise granted, or to be granted pursuant to the Bit Digital, Inc. 2021
  Omnibus Equity Incentive Plan (the &ldquo;Plan&rdquo;).</TD>
  </TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.35in; text-align: justify; text-indent: -0.35in">&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: 0.25in; text-align: left">(2)</TD><TD STYLE="text-align: justify">Pursuant to Rule 416, includes an indeterminable number of
  ordinary shares which may become issuable pursuant to the anti-dilution provisions of the Plan.</TD>
  </TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.35in; text-align: justify; text-indent: -0.35in">&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: 0.25in; text-align: left">(3)</TD><TD STYLE="text-align: justify">Any ordinary shares covered by an option or award granted
  under the Plan that is forfeited, canceled or expires (whether voluntarily or involuntarily) will be deemed not to have been issued for
  purposes of determining the maximum aggregate number of ordinary shares that may be issued under the Plan.</TD>
  </TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.35in; text-align: justify; text-indent: -0.35in">&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: 0.25in; text-align: left">(4)</TD><TD STYLE="text-align: justify">Estimated solely for the purpose of calculating the registration
  fee pursuant to Rule 457(h)(1) and Rule 457(c) based upon the last sale price of the Registrant&rsquo;s ordinary shares, as reported
  on the Nasdaq Capital Market on October 27, 2021.</TD>
  </TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.35in; text-align: justify; text-indent: -0.35in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.35in; text-align: justify; text-indent: -0.35in"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.35in; text-align: justify; text-indent: -0.35in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.35in; text-align: justify; text-indent: -0.35in"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.35in; text-align: justify; text-indent: -0.35in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>EXPLANATORY NOTE</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 stock options, or restricted stock 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. No ordinary
  shares have been granted to date under the Plan.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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
  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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 stockholders 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: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>PART I</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B></P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0"><FONT STYLE="text-decoration: none">&nbsp;</FONT></P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0"><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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 2021 Second 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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: left"><B>Item
  2. Registrant Information and Employee Plan Annual Information</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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) (917) 512-4895. 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-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>REOFFER PROSPECTUS</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>BIT DIGITAL, INC.</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">5,000,000 ORDINARY SHARES</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 2021 Second Omnibus Equity
  Incentive Plan (the &ldquo;Plan&rdquo;).</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Our ordinary shares are quoted on the Nasdaq Capital
  Market under the symbol &ldquo;BTBT.&rdquo; On October 28, 2021, the last reported sale price of our ordinary shares on the Nasdaq Capital
  Market was $10.05 per share.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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
  stock 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 stock 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;Plan of Distribution.&rdquo;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">THE SHARES OFFERED HEREBY INVOLVE A SUBSTANTIAL
  DEGREE OF RISK. SEE &ldquo;RISK FACTORS&rdquo; beginning on page 11 of this prospectus.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>The date of this prospectus is October 29, 2021</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
  <!-- Field: Page; Sequence: 5 -->
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0.5in"><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 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: 90%; text-align: right">&nbsp;</TD>
      <TD STYLE="border-bottom: Black 1.5pt solid; width: 10%; text-align: center"><FONT STYLE="font-size: 10pt">Page</FONT></TD></TR>
    <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD><A HREF="#a_001">AVAILABLE INFORMATION</A></TD>
      <TD STYLE="text-align: center">ii</TD></TR>
    <TR STYLE="vertical-align: top; background-color: White">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD><A HREF="#a_002">INCORPORATION OF DOCUMENTS BY REFERENCE</A></TD>
      <TD STYLE="text-align: center">iii</TD></TR>
    <TR STYLE="vertical-align: top; background-color: White">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD><A HREF="#a_003">FORWARD-LOOKING STATEMENTS</A></TD>
      <TD STYLE="text-align: center">iv</TD></TR>
    <TR STYLE="vertical-align: top; background-color: White">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD><A HREF="#a_004">PROSPECTUS SUMMARY</A></TD>
      <TD STYLE="text-align: center">1</TD></TR>
    <TR STYLE="vertical-align: top; background-color: White">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD><A HREF="#a_005">THE OFFERING</A></TD>
      <TD STYLE="text-align: center">10</TD></TR>
    <TR STYLE="vertical-align: top; background-color: White">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD><A HREF="#a_006">RISK FACTORS</A></TD>
      <TD STYLE="text-align: center">11</TD></TR>
    <TR STYLE="vertical-align: top; background-color: White">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD><A HREF="#a_007"><FONT STYLE="font-size: 10pt">SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS</FONT></A></TD>
      <TD STYLE="text-align: center"><FONT STYLE="font-size: 10pt">49</FONT></TD></TR>
    <TR STYLE="vertical-align: top; background-color: White">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD><A HREF="#a_008"><FONT STYLE="font-size: 10pt">ENFORCEABILITY OF CIVIL LIBERTIES</FONT></A></TD>
      <TD STYLE="text-align: center"><FONT STYLE="font-size: 10pt">50</FONT></TD></TR>
    <TR STYLE="vertical-align: top; background-color: White">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD><A HREF="#a_009">USE OF PROCEEDS</A></TD>
      <TD STYLE="text-align: center">51</TD></TR>
    <TR STYLE="vertical-align: top; background-color: White">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD><A HREF="#a_010">SELLING SECURITYHOLDERS</A></TD>
      <TD STYLE="text-align: center">51</TD></TR>
    <TR STYLE="vertical-align: top; background-color: White">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD><A HREF="#a_011">PLAN OF DISTRIBUTION</A></TD>
      <TD STYLE="text-align: center">52</TD></TR>
    <TR STYLE="vertical-align: top; background-color: White">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD><A HREF="#a_012">DESCRIPTION OF SECURITIES TO BE REGISTERED</A></TD>
      <TD STYLE="text-align: center">54</TD></TR>
    <TR STYLE="vertical-align: top; background-color: White">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD><A HREF="#a_013">INTEREST OF NAMED EXPERTS AND COUNSEL.</A></TD>
      <TD STYLE="text-align: center">55</TD></TR>
    <TR STYLE="vertical-align: top; background-color: White">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD><A HREF="#a_014">DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES</A></TD>
      <TD STYLE="text-align: center">55</TD></TR>
    <TR STYLE="vertical-align: top; background-color: White">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD><A HREF="#a_015">EXEMPTION FROM REGISTRATION CLAIMED</A></TD>
      <TD STYLE="text-align: center">55</TD></TR>
    <TR STYLE="vertical-align: top; background-color: White">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD><A HREF="#a_016">MATERIAL CHANGES</A></TD>
      <TD STYLE="text-align: center">55</TD></TR>
    <TR STYLE="vertical-align: top; background-color: White">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD><A HREF="#a_017">LEGAL MATTERS</A></TD>
      <TD STYLE="text-align: center">55</TD></TR>
    <TR STYLE="vertical-align: top; background-color: White">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
      <TD><A HREF="#a_018">EXPERTS</A></TD>
      <TD STYLE="text-align: center">55</TD></TR>
    </TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 38.15pt 0pt 0">&nbsp;&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 0.7pt 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0.7pt 0pt 0; text-align: justify">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 0.7pt 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0.7pt 0pt 0; text-align: justify"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0.7pt 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center"><A NAME="a_001"></A>AVAILABLE INFORMATION</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center"><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"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></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 0.75in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; 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">Bit Digital&rsquo;s Proxy Statement on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390021020689/f6k0421_bitdigital.htm" STYLE="-sec-extract: exhibit">Form 6-K</A> filed with the SEC on April 7, 2021.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; 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">Bit Digital&rsquo;s Annual Report on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390021018773/f20f2020_bitdigitalinc.htm" STYLE="-sec-extract: exhibit">Form 20-F</A> for the year ended December 31, 2020, filed with the SEC
  on March 30, 2021.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; 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">Bit Digital&rsquo;s Report on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390021019494/ea138838-6k_bitdigital.htm" STYLE="-sec-extract: exhibit">Form 6-K</A> for April 2021 filed with the SEC on April 1, 2021.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; 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">(4)</TD><TD STYLE="text-align: justify">Bit Digital&rsquo;s Report on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390021019815/ea138907-6k_bitdigital.htm" STYLE="-sec-extract: exhibit">Form 6-K</A> for April 2021 filed with the SEC on April 2, 2021.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; 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">(5)</TD><TD STYLE="text-align: justify">Bit Digital&rsquo;s Report on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390021022806/ea139875-6k_bitdigital.htm" STYLE="-sec-extract: exhibit">Form 6-K</A> for April 2021 filed with the SEC on April 26, 2021.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; 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">(6)</TD><TD STYLE="text-align: justify">Bit Digital&rsquo;s Report on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390021024783/ea140335-6k_bitdigital.htm" STYLE="-sec-extract: exhibit">Form 6-K</A> for the quarter ended March 31, 2021 filed with the SEC on May 6, 2021.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; 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">(7)</TD><TD STYLE="text-align: justify">Bit Digital&rsquo;s Report on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390021027655/ea141235-6k_bitdigital.htm" STYLE="-sec-extract: exhibit">Form 6-K</A> for May 2021 filed with the SEC on May 18, 2021.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; 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">(8)</TD><TD STYLE="text-align: justify">Bit Digital&rsquo;s Report on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390021029550/ea141778-6k_bitdigital.htm" STYLE="-sec-extract: exhibit">Form 6-K</A> for May 2021 filed with the SEC on May 27, 2021.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; 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">(9)</TD><TD STYLE="text-align: justify">Bit Digital&rsquo;s Report on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390021031401/ea142402-6k_bitdigital.htm" STYLE="-sec-extract: exhibit">Form 6-K</A> for June 2021 filed with the SEC on June 8, 2021.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; 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">(10)</TD><TD STYLE="text-align: justify">Bit Digital&rsquo;s Report on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390021036626/ea144118-6k_bitdigi.htm" STYLE="-sec-extract: exhibit">Form 6-K</A> for July 2021 filed with the SEC on July 13, 2021.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; 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">(11)</TD><TD STYLE="text-align: justify">Bit Digital&rsquo;s Report on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390021036962/ea144234-6k_bitdigital.htm" STYLE="-sec-extract: exhibit">Form 6-K</A> for July 2021 filed with the SEC on July 15, 2021.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; 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">(12)</TD><TD STYLE="text-align: justify">Bit Digital&rsquo;s Proxy Statement on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390021042681/ea145834-6k_bitdigital.htm" STYLE="-sec-extract: exhibit">Form 6-K</A> for August 2021 filed with the SEC on August 16, 2021.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; 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">(13)</TD><TD STYLE="text-align: justify">Bit Digital&rsquo;s Report on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390021044072/ea145539-6k_bitdigital.htm" STYLE="-sec-extract: exhibit">Form 6-K</A> for the six months ended June 30, 2021 filed with the SEC on August
  20, 2021.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; 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">(14)</TD><TD STYLE="text-align: justify">Bit Digital&rsquo;s Report on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390021045773/ea146681-6k_bitdigitalinc.htm" STYLE="-sec-extract: exhibit">Form 6-K</A> for August 2021 filed with the SEC on August 31, 2021.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; 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">(15)</TD><TD STYLE="text-align: justify">Bit Digital&rsquo;s Report on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390021047317/ea147136-6k_bigdigital.htm" STYLE="-sec-extract: exhibit">Form 6-K</A> for September 2021 filed with the SEC on September 10, 2021.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; 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">(16)</TD><TD STYLE="text-align: justify">Bit Digital&rsquo;s Report on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390021047565/ea147181-6k_bitdigital.htm" STYLE="-sec-extract: exhibit">Form 6-K</A> for September 2021 filed with the SEC on September 13, 2021.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; 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">(17)</TD><TD STYLE="text-align: justify">Bit Digital&rsquo;s Report on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390021050503/ea148105-6k_bitdigitalinc.htm" STYLE="-sec-extract: exhibit">Form 6-K</A> for September 2021 filed with the SEC on September 29, 2021.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; 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">(18)</TD><TD STYLE="text-align: justify">Bit Digital&rsquo;s Report on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390021050743/ea148168-6k_bitdigitalinc.htm" STYLE="-sec-extract: exhibit">Form 6-K</A> for September 2021 filed with the SEC on September 30, 2021.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; 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">(19)</TD><TD STYLE="text-align: justify">Bit Digital&rsquo;s Report on <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390021052159/ea148611-6k_bitdigital.htm">Form 6-K</A> for October 2021 filed with the SEC on October 12, 2021.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; 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">(20)</TD><TD STYLE="text-align: justify">Bit Digital&rsquo;s Report on <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390021053317/ea148949-6k_bitdigital.htm">Form 6-K</A> for October 2021 filed with the SEC on October 18, 2021.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; 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">(21)</TD><TD STYLE="text-align: justify">The description of our ordinary shares contained in Bit Digital&rsquo;s Registration Statement on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390021014370/ea134675-f1_bitdigital.htm" STYLE="-sec-extract: exhibit">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"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 (917) 512-4895.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
  <!-- Field: Page; Sequence: 8; Value: 1 -->
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center"><A NAME="a_003"></A>FORWARD-LOOKING
  STATEMENTS</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
  <!-- Field: Page; Sequence: 9; Value: 1 -->
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      <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">&nbsp;</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center"><A NAME="a_004"></A>PROSPECTUS SUMMARY</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><I>&nbsp;</I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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 11. 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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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 and our operating entities in China; Bit Digital Singapore Pte Ltd.; Bit Digital U.S.A. Inc., a Delaware
  corporation, and our operating entity in the United States; Golden Bull USA, Inc., a non-operating New York corporation; and Bit Digital
  Canada, Inc., our operating entity in Canada..</I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">This prospectus contains translations of Renminbi
  amounts into U.S. dollars at specified rates solely for the convenience of the reader. We make no representation that the Renminbi or
  U.S. dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars or Renminbi, as the case may
  be, at any particular rate or at all.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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 Doing Business in China &ndash; Uncertainties in the
  interpretation and enforcement of Chinese laws and regulations could limit the legal protections available to us.&rdquo; The laws and
  the rules and regulations in China, including the interpretation and enforcement thereof, particularly concerning our prior mining operations
  in China, can change quickly with little, if any, advance notice; and the Chinese government may intervene or influence our operations
  at any time. Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or
  foreign investment in China-based Issuers could result in a material adverse change in our operations and/or the value of our securities
  or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value
  of such securities to significantly decline or be worthless. 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 are setting forth below 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">&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: 0.25in"></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 may be subject to penalties
  as a result of the Chinese government&rsquo;s suspension of our prior peer-to-peer lending business, as well as our doing business in
  Mainland China through Hong Kong Subsidiaries. The Company or its subsidiaries are required to establish a commercial entity under the
  PRC laws or register itself directly with the Chinese government as a foreign company from Chinese authorities to operate in China. Before
  the Company ceased operating its bitcoin mining business in China, the Company previously conducted that business in China through its
  Hong Kong subsidiary, which is deemed a foreign company. As a result of the Chinese ban on digital assets transactions, the Company has
  terminated the process to register a WFOE subsidiary in mainland China.&nbsp;&nbsp;The Company&rsquo;s remaining ten (10) employees in
  China, including our Chief Financial Officer, are employed by Bit Digital Hong Kong Limited and five (5) of them are now working in Hong
  Kong.&nbsp;&nbsp;Nevertheless, may be subject to fines and penalties for not previously registering to do business in China. See &ldquo;Risk
  Factors - General Risks, - Risks Related to Doing Business in China - We may be subject to fines and penalties for not registering in
  China to do business&rdquo; and &ldquo;Changes in China&rsquo;s economic, political or social conditions or government policies could
  have a material adverse effect on our business and results of operations.&rdquo;</FONT></TD>
  </TR></TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  </DIV>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"></P>
  
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      <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">&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: 0.25in"></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">Our present corporate structure,
  which is not intended to change, is set forth as:</FONT></TD>
  </TR></TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="text-align: center; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><IMG SRC="img_001.jpg" ALT="">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;&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: 0.25in"></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">Since we do not own or control
  any VIEs and do not intend to form a VIE and have no mining operations in China, we do not believe there is an adverse impact on our
  ability to conduct business in North America, to accept foreign investment or list on U.S. or other foreign exchange.</FONT></TD>
  </TR></TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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: 0.25in"></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">Since we terminated our bitcoin
  mining operations in China in June 2021, and by September 30, 2021, have migrated previously warehoused miners out of China, our sole
  operations in China consist of: (i)&nbsp;ten (10) persons employed by the Company&rsquo;s Hong Kong subsidiary, Bit Digital Hong Kong
  Limited, in administration, half of whom work out of Hong Kong, including our Chief Financial Officer; and (ii) the deployment of our
  crypto assets by Bit Digital Strategies Limited.</FONT></TD>
  </TR></TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;&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: 0.25in"></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">The Company is not covered
  by permission requirements from the Chinese Securities Regulatory Commission (the &ldquo;CSRC&rdquo;) or the Cyberspace Administration
  of China (the &ldquo;CAC&rdquo;). No permissions have been requested or denied from Chinese authorities to operate and issue its securities
  to foreign investors.</FONT></TD>
  </TR></TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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: 0.25in"></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">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.</FONT></TD>
  </TR></TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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: 0.25in"></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">Since the Company has no subsidiaries
  in mainland China and has terminated the process to form one in mainland China, the Company is not subject to liquidity risks in mainland
  China.</FONT></TD>
  </TR></TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  </DIV>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
  <!-- Field: Page; Sequence: 11; Value: 1 -->
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      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
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  <DIV STYLE="padding: 5pt; border: Black 1.5pt solid">
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Our Company</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Bit Digital is a bitcoin mining company with one
  of the highest operating hash rates (computing power) among all U.S. listed bitcoin miners. On June 24, 2021, the Company signed the Crypto
  Climate Accord, a private sector-led initiative to decarbonize the crypto and blockchain sectors. We are a sustainably-based generator
  of digital assets with large-sized mining operations in the United States and Canada. We owned 32,500 miners with a maximum hash rate
  of 1.92 EH/S as of June 30, 2021.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of June 30, 2021, we had 32,500 miners, with
  a total maximum hash rate of 1.92 EH/S, a decrease from 40,965 miners and 2.26 EH/s as of March 31, 2021. The reduction was due to the
  aforementioned sales and disposals of certain miners as a result of our decision to migrate our mining operations out of China, which
  were partially offset by miner purchases. Our fleet of owned miners comprised the following models:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 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: bottom">
      <TD STYLE="border-bottom: black 1.5pt solid; text-align: justify"><FONT STYLE="font-size: 10pt"><B>Model </B></FONT></TD>
      <TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
      <TD COLSPAN="2" STYLE="border-bottom: black 1.5pt solid; text-align: center"><FONT STYLE="font-size: 10pt"><B>Owned<BR>
   as of<BR>
  June 30, <BR>
  2021 </B></FONT></TD>
      <TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: bottom; background-color: #CCEEFF">
      <TD STYLE="width: 89%"><FONT STYLE="font-size: 10pt">MicroBT Whatsminer M21S </FONT></TD>
      <TD STYLE="width: 1%">&nbsp;</TD>
      <TD STYLE="width: 1%">&nbsp;</TD>
      <TD STYLE="width: 8%; text-align: right"><FONT STYLE="font-size: 10pt">15,072 </FONT></TD>
      <TD STYLE="width: 1%">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: bottom; background-color: white">
      <TD><FONT STYLE="font-size: 10pt">Bitmain Antminer S17+ </FONT></TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: right"><FONT STYLE="font-size: 10pt">7,955 </FONT></TD>
      <TD>&nbsp;</TD></TR>
    <TR STYLE="vertical-align: bottom; background-color: #CCEEFF">
      <TD><FONT STYLE="font-size: 10pt">MicroBT Whatsminer M20S </FONT></TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: right"><FONT STYLE="font-size: 10pt">3,691 </FONT></TD>
      <TD>&nbsp;</TD></TR>
    <TR STYLE="vertical-align: bottom; background-color: white">
      <TD><FONT STYLE="font-size: 10pt">MicroBT Whatsminer M10 </FONT></TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: right"><FONT STYLE="font-size: 10pt">2,190 </FONT></TD>
      <TD>&nbsp;</TD></TR>
    <TR STYLE="vertical-align: bottom; background-color: #CCEEFF">
      <TD><FONT STYLE="font-size: 10pt">Bitmain Antminer S17 Pro </FONT></TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: right"><FONT STYLE="font-size: 10pt">1,259 </FONT></TD>
      <TD>&nbsp;</TD></TR>
    <TR STYLE="vertical-align: bottom; background-color: white">
      <TD><FONT STYLE="font-size: 10pt">Bitmain Antminer T3 </FONT></TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: right"><FONT STYLE="font-size: 10pt">800 </FONT></TD>
      <TD>&nbsp;</TD></TR>
    <TR STYLE="vertical-align: bottom; background-color: #CCEEFF">
      <TD><FONT STYLE="font-size: 10pt">Bitmain Antminer T17 </FONT></TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: right"><FONT STYLE="font-size: 10pt">700 </FONT></TD>
      <TD>&nbsp;</TD></TR>
    <TR STYLE="vertical-align: bottom; background-color: white">
      <TD><FONT STYLE="font-size: 10pt">MicroBT Whatsminer M30S </FONT></TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: right"><FONT STYLE="font-size: 10pt">261 </FONT></TD>
      <TD>&nbsp;</TD></TR>
    <TR STYLE="vertical-align: bottom; background-color: #CCEEFF">
      <TD><FONT STYLE="font-size: 10pt">Bitmain Antminer T17+ </FONT></TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: right"><FONT STYLE="font-size: 10pt">256 </FONT></TD>
      <TD>&nbsp;</TD></TR>
    <TR STYLE="vertical-align: bottom; background-color: white">
      <TD><FONT STYLE="font-size: 10pt">Bitmain Antminer S19 Pro </FONT></TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: right"><FONT STYLE="font-size: 10pt">205 </FONT></TD>
      <TD>&nbsp;</TD></TR>
    <TR STYLE="vertical-align: bottom; background-color: #CCEEFF">
      <TD><FONT STYLE="font-size: 10pt">Bitmain Antminer S17 </FONT></TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: right"><FONT STYLE="font-size: 10pt">101 </FONT></TD>
      <TD>&nbsp;</TD></TR>
    <TR STYLE="vertical-align: bottom; background-color: white">
      <TD STYLE="padding-bottom: 1.5pt"><FONT STYLE="font-size: 10pt">Bitmain Antminer S17E </FONT></TD>
      <TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
      <TD STYLE="border-bottom: black 1.5pt solid">&nbsp;</TD>
      <TD STYLE="border-bottom: black 1.5pt solid; text-align: right"><FONT STYLE="font-size: 10pt">10 </FONT></TD>
      <TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: bottom; background-color: #CCEEFF">
      <TD STYLE="padding-bottom: 4pt"><FONT STYLE="font-size: 10pt"><B>Total </B></FONT></TD>
      <TD STYLE="padding-bottom: 4pt">&nbsp;</TD>
      <TD STYLE="border-bottom: black 4.5pt double">&nbsp;</TD>
      <TD STYLE="border-bottom: black 4.5pt double; text-align: right"><FONT STYLE="font-size: 10pt"><B>32,500 </B></FONT></TD>
      <TD STYLE="padding-bottom: 4pt">&nbsp;</TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company commenced its mining operations in
  February 2020, following the suspension of its peer-to-peer lending business in October 2019. Our bitcoin mining operations, hosted by
  third party suppliers, use specialized computers, known as miners, to generate bitcoins, a cryptocurrency. The miners use application
  specific integrated circuit (&ldquo;ASIC&rdquo;) chips. These chips enable the miners to apply greater computational power, or &ldquo;hash
  rate&rsquo;, to provide transaction verification services (known as solving a block&rdquo;) which helps support the bitcoin blockchain.
  For every block added, the bitcoin blockchain awards a bitcoin award equal to a set number of bitcoins per block. These bitcoin awards
  are subject to &ldquo;halving,&rdquo; whereby the bitcoin award per block is reduced by half in order to control the supply of bitcoins
  on the market. When bitcoin was first launched in 2009, miners were awarded 50 bitcoin if they first solved a new block; this award was
  halved to 25 bitcoin per new block in 2012, and halved again in 2016 to 12.5 bitcoin per new block, Most recently, in May 2020, the then
  prevailing reward of 12.5 bitcoin per new block was halved to 6.25 bitcoin. This reward rate is expected to next halve during 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. Miners with a greater hash rate have a higher chance of solving a block and receiving a bitcoin award.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">After a third halving of bitcoins in May 2020,
  our mining strategy has been to mine bitcoins as fast and as many as possible given there are less bitcoins and a lower efficiency of
  mining. In view of the long delivery time to purchase new miners from miner suppliers like Bitmain and MicroBT, we initially chose to
  acquire second-hand miners which can be delivered in only a few weeks.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  </DIV>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"></P>
  
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  <DIV STYLE="padding: 5pt; border: Black 1.5pt solid">
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><I>Hosting Agreements</I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In order to achieve lower utility costs, the mining
  facilities are maintained by our third-party hosting service providers. Our bitcoin mining facilities in PRC were maintained by Hong Kong
  suppliers. They were our hosts, and they installed the miners, provided IT consulting, maintenance and repair work on site for us.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Our miners&rsquo; facilities in Texas and Nebraska
  are maintained by Compute North LLC, a well-known miner hosting company in North America. Pursuant to a Master Agreement dated September
  9, 2020 between Compute North and the Company, Compute North is providing colocation, managerial and other services at its cryptocurrency
  mining facilities, including rack space, electrical power, ambient air cooling, internet connectivity and physical security for the Company&rsquo;s
  miners during the equipment term of any miner. The term of this agreement shall be for the remainder of any Equipment Term set forth on
  an order when the miner is received and turned on by Compute North. The agreement is terminable by Compute North for Cause (as defined).
  The Company granted Compute North a security interest in the miners and other equipment installed at the facility. At the Texas facility,
  the Company installed Whatsminer M21s computers and is responsible for a monthly service fee per unit and power costs to be set forth
  on an Order Form as updated from time to time. The monthly service fee per unit ranges from $21.39 to $24.09. Actual power costs are determined
  at $14 per MWh for transmission and distribution; actual cost of power, plus a $2.50 per MWh power management fee. Compute North shall
  receive 25% of the bitcoin mined after payment of the Monthly Service and Power Fees. Estimated Total Fees shall be based on the Monthly
  Service Fee per miner, plus a Power Cost of $22 per MWh, plus the $2.50 per miner power management fee, which is equal to $34.50 per MWh.
  Compute North shall receive 25% of the bitcoin mined after payment of the above monthly fees and power fees.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In Canada, our miners&rsquo; facilities are maintained
  by Link Global Technologies, Inc. (&ldquo;Link Global&rdquo;). Pursuant to a Master Service Agreement dated as of January 31, 2021 between
  Link Global and Bit Digital Canada, Inc., Link Global installed the Company&rsquo;s computer miners in Alberta, Canada and is monitoring
  them on at least a daily basis. Link Global provides power, internet access, cabling, switches, DHCP and interconnection with its equipment
  or with other computer carriers. Link Global is responsible for janitorial services, environmental systems maintenance, power plant maintenance
  regularly required. The initial term is twelve (12) months subject to a twelve-month renewal at the Company&rsquo;s option. The Company
  will pay Link Global the agreed rate for power of $0.36 USD per KW hour, plus a 5% Goods and Services Tax (GST). The agreed royalty is
  the total hash rate per miner less the power cost, maintenance cost, service cost and all costs related to the operation of the miners.
  Link Global&rsquo;s share is 15% of Net Profit (as defined) after total earnings less total costs and settled in bitcoin monthly. The
  Company will pay the agreed royalty by transfer of bitcoin to a wallet deposited by Link Global. The Company has a right of first offer
  (&ldquo;ROFO&rdquo;) to purchase additional hosting facilities and/or the purchase of all or substantially all of the assets of Link Global.&nbsp;
  Under Canadian law, we cannot export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information
  to anyone outside Canada in connection with an Agreement with Link Global without first complying with all export control laws and regulations
  which may be imposed by applicable governmental authorities of any country or organization of nations within whose jurisdiction we operate
  or do business. See &ldquo;Risk Factors &ndash; Risks Related to Canada Government Regulations&rdquo; and our potential need to exercise
  our ROFO.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In June 2021, we entered into a strategic co-mining
  agreement with Digihost Technologies (&ldquo;Digihost&rdquo;) in North America. Pursuant to the terms of the agreement, Digihost expects
  to provide 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, and Digihost will also provide services to maintain the premises for a term of two years. Notwithstanding the foregoing,
  each party has the right to terminate the agreement in the event of the enactment of New York Senate Bill S6486, or a similar federal,
  state or local law, that would require so-called &ldquo;cryptocurrency mining centers&rdquo; to cease operations. The collaboration between
  Digihost and Bit Digital is expected to generate an increase in hash rate of approximately 400 Ph/s between the companies. Under the terms
  of the agreement, Digihost is obligated to provide power for the operation of the miners and to also provide management services necessary
  to maintain 95% uptime on the miners. This Agreement required a $511,000 security deposit, the first month&rsquo;s rent of $511,000 and
  a one-time safety installation fee of $35 per miner. The monthly recurring cost will be a Power Cost of $0.035 per KWh plus additional
  costs per KWh on renewable natural gas usage (TBD). Maintenance and Service Costs will be part of the monthly recurring charge on a performance
  basis. Digihost shall also be entitled to 20% of the profit generated by the miners, paid weekly. Digihost shall be provided read-only
  access to the Company&rsquo;s wallet for funds generated by the miners. It is expected that the miners will be delivered to Digihost and
  installed in New York State during the fourth quarter of 2021, or early 2022.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  </DIV>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On July 22, 2021, the Company and Digihost entered
  into a secured strategic co-mining agreement. Under this Collocation Services Agreement (the &ldquo;CSA&rdquo;), Digihost will provide
  the premises to the Company for the operation of a 100 MW bitcoin mining system for a term of two years, subject to earlier termination
  described above as a result of the New York State bill, or otherwise for Cause. This expanded CSA is expected to facilitate an additional
  increase in hash rate of approximately 2EH between the two companies and a total increase in hash rate between the two companies of approximately
  2.4EH, including the prior colocation described above. Substantially the same as under the initial agreement, Digihost will maintain 95%
  uptime for miners on the same, safety installation fees, maintenance costs, power costs, and profit-sharing percentage. The CSA required
  a security deposit of $2,555,000 and monthly power costs of $511,000 for each of the five months of December 2021 through April 2022.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On August 23. 2021, the Company entered into
  a Mining Services Agreement (the &ldquo;MSA&rdquo;) with BlockFusion USA, Inc. (the &ldquo;Service Provider&rdquo;). The MSA is for a
  two (2) year Term with automatic renewals for one (1) year terms unless terminated by either party on at least thirty (30) days&rsquo;
  prior written notice. During the Term, the Service Provider shall provide certain colocation, operation, management and maintenance services
  (the &ldquo;Services&rdquo;). The Company provided the Service Provider with the first (of four) Pod Mining Equipment for installation
  in September&nbsp;2021. If the Service Provider fails to provide an uptime of 98.5% or better, the Performance Fees under the MSA shall
  be reduced.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Service Provider shall provide the Company
  with all necessary access to remotely monitor &mdash; in person or remotely &mdash; the generated Bitcoin and all other metrics as reasonably
  requested by the Company. The Company shall pay the actual expenses incurred for the energy used by the Company on a monthly basis plus
  management costs of $2.00 per miner. The Service Provider shall receive a Performance Fee in respect of services relating to the first
  20.0 MW hrs of load power equal to 30% of Net Digital Assets mined for any period, subject to adjustment and in respect to the next15.0
  MW hrs equal to 20% of Net Digital Assets mined, subject to adjustment, and with respect to the next 15.0 MW hrs equal to 20% of Net Digital
  Assets mined, subject to adjustment. The Net Digital Assets for a Payout Period means the Generated Digital Assets <I>minus</I> the amount
  of Digital Assets that have a value that is equal to the Estimated Daily Costs for Mining such Digital Assets for such Payout Period.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company paid the Service Provider in advance
  $3,750,000 (the &ldquo;Infrastructure Investment&rdquo;) to pay for actual bona fide expenses incurred by the Service Provider. During
  the Term and for a twelve (12) month period after termination of the MSA (the &ldquo;ROFR Period&rdquo;), the Company may propose to match
  the terms of a bona fide offer from a third party to finance or otherwise sell any interest in the Service Provider, or any of its material
  assets or business interests (a &ldquo;Covered Transaction&rdquo;), provided that Company shall be credited the amount of the Infrastructure
  Investment paid and not reimbursed (the &ldquo;Discount&rdquo;). If the Parties do not enter into definitive agreements in respect of
  one or more Covered Transactions pursuant to which the Company obtains the full economic benefit of the Discount, then, within twelve
  (12) months following the termination of this Agreement, Service Provider shall refund the Infrastructure Investment. All capitalized
  terms herein shall have the meanings set forth in the attached MSA.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><I>Migration and Status of Mining Operations</I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">It is a common practice in the mining industry
  in China to migrate miners within geographic locations on a seasonal basis which we did, depending on water and electricity availability
  and cost. In October 2020, we commenced our strategy of migrating assets from China to North America. The Company had already migrated
  its miners out of Inner Mongolia when the government of China&rsquo;s Inner Mongolia banned all crypto mining facilities in March 2021.
  On May 21, 2021, when the Financial Stability and Development Committee of the State Council in China proposed to &ldquo;crack down on
  bitcoin mining and trading,&rdquo; local governments began to issue corresponding measures to respond to the central government&rsquo;s
  proposal. From May 21, 2021until June 18, 2021, when the Sichuan Province issued a notice on the shutdown of cryptocurrency mining operations,
  the Company only had mining operations in Sichuan Province which it terminated on June 21, 2021, prior to the June 25, 2021 deadline.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  </DIV>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
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  <DIV STYLE="padding: 5pt; border: Black 1.5pt solid">
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">During April through June 2021, we shipped 14,500
  miners to the United States. As of June 30, 2021, there were 9,489 miners in China warehoused and are not in operation, awaiting disposition
  or migration to North America. We completed the migration of all of our remaining China-based miners to North America in September of
  2021. The first miner shipments arrived in the US early in the fourth quarter of 2021. As of October 11, 2021, we had 21, 953 (79.1%)
  of our miners in the United States and Canada, representing 1,324 PH/s hash at 74 MW. We had 5,791 (20.9%) of our miners in transit, representing
  279 PH/s hash and 17.5 MW. We had zero miners in Asia by the end of September. The miners currently in transit to or awaiting installation
  in the United States are expected to be installed at the Nebraska site hosted by Computer North and at the new facility to be operated
  by Digihost in upstate New York in early 2022.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On October 7, 2022, the Company contracted to
  purchase an additional 10,000 Antminers from Bitmain Technologies Limited (&ldquo;Bitmain&rdquo;) under a Sales and Purchase Agreement
  (the &ldquo;SPA&rdquo;) at an estimated cost of $65 million. These miners are expected to increase the Company&rsquo;s miner hash rate
  by over 1.0 Exahash (&ldquo;EH/s&rdquo;). The initial payment of $27,500,000 was made on October 7, 2021 upon the signing of the SPA.
  Shipments are scheduled to be made between March and June 2022. The Company is using funds on hand and proceeds from the sale of securities
  in the September 2021 Private Placement, as well as the liquidation of bitcoins we currently hold to fund the proposed purchase of additional
  miners.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The miners we own are mostly made by manufacturers
  MicroBT and Bitmain, which are the top two brands in the industry, and standard Bitcoin ASIC miners providing hash computing power to
  the bitcoin network. We do not have miners for cryptocurrencies other than bitcoin. We do not have any cryptocurrency operations in China.
  Our sole operations in China are administrative.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following table represents our miners&rsquo;
  geographic locations as of June 30, 2021:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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="font-weight: bold; border-bottom: Black 2px solid">Location</TD><TD STYLE="font-weight: bold; padding-bottom: 2px">&nbsp;</TD>
      <TD COLSPAN="2" STYLE="font-weight: bold; text-align: center; border-bottom: Black 2px solid">Number of<BR> Miners</TD><TD STYLE="padding-bottom: 2px; font-weight: bold">&nbsp;</TD><TD STYLE="font-weight: bold; padding-bottom: 2px">&nbsp;</TD>
      <TD COLSPAN="2" STYLE="font-weight: bold; text-align: center; border-bottom: Black 2px solid">Percentage&nbsp;of<BR> Total Miners</TD><TD STYLE="padding-bottom: 2px; font-weight: bold">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
      <TD STYLE="width: 76%; text-align: left">In transit to or awaiting installation in US</TD><TD STYLE="width: 1%">&nbsp;</TD>
      <TD STYLE="width: 1%; text-align: left">&nbsp;</TD><TD STYLE="width: 9%; text-align: right">14,500</TD><TD STYLE="width: 1%; text-align: left">&nbsp;</TD><TD STYLE="width: 1%">&nbsp;</TD>
      <TD STYLE="width: 1%; text-align: left">&nbsp;</TD><TD STYLE="width: 9%; text-align: right">44.6</TD><TD STYLE="width: 1%; text-align: left">%</TD></TR>
    <TR STYLE="vertical-align: bottom; background-color: White">
      <TD>China</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">9,484</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">29.2</TD><TD STYLE="text-align: left">%</TD></TR>
    <TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left">United States</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">7,090</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">21.8</TD><TD STYLE="text-align: left">%</TD></TR>
    <TR STYLE="vertical-align: bottom; background-color: White">
      <TD STYLE="padding-bottom: 2px">Canada</TD><TD STYLE="padding-bottom: 2px">&nbsp;</TD>
      <TD STYLE="border-bottom: Black 2px solid; text-align: left">&nbsp;</TD><TD STYLE="border-bottom: Black 2px solid; text-align: right">1,426</TD><TD STYLE="padding-bottom: 2px; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 2px">&nbsp;</TD>
      <TD STYLE="border-bottom: Black 2px solid; text-align: left">&nbsp;</TD><TD STYLE="border-bottom: Black 2px solid; text-align: right">4.4</TD><TD STYLE="padding-bottom: 2px; text-align: left">%</TD></TR>
    <TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
      <TD STYLE="font-weight: bold; padding-bottom: 4pt">Total</TD><TD STYLE="font-weight: bold; padding-bottom: 4pt">&nbsp;</TD>
      <TD STYLE="border-bottom: Black 4pt double; padding-bottom: 4pt; font-weight: bold; text-align: left">&nbsp;</TD><TD STYLE="border-bottom: Black 4pt double; font-weight: bold; text-align: right">32,500</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; padding-bottom: 4pt; font-weight: bold; text-align: left">&nbsp;</TD><TD STYLE="border-bottom: Black 4pt double; font-weight: bold; text-align: right">100.0</TD><TD STYLE="padding-bottom: 4pt; font-weight: bold; text-align: left">%</TD></TR>
    </TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">These miners are completing the migration to the
  United States as described on the prior page. All miners are expected to be fully operational in early 2022.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of June 30, 2021, in Nebraska we had 6,890
  miners, in Texas we had 100 miners and in Georgia we had 100 miners; in Canada we had 1,426 miners; in Sichuan Province we had 6,484 miners;
  in Yunnan Province we had 3,000 miners; and there were 14,500 miners in transit to the United States.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of June 30, 2021, the maximum hash rate of
  all the 32,500 miners was 1,921.07 Ph/s. The hash rate in the North America was about 1,360.95 Ph/s and the hash rate in China was about
  560.12 Ph/s.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">From the inception of our bitcoin mining business
  in February 2020 to June 30, 2021, we earned an aggregate of 3,086.53 bitcoins. The following table presents the number of bitcoins mined
  on a quarterly basis:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><IMG SRC="img_002.jpg" ALT="">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company earned 562.9 bitcoins in the second
  quarter of 2021. The reduction from the first quarter was due to the aforementioned accelerated migration program, in which more miners
  were offline while in transit to or awaiting installation in North America, as well as miner sales and disposals.&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  </DIV>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"></P>
  
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  <DIV STYLE="padding: 5pt; border: Black 1.5pt solid">
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&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>&nbsp;</TD><TD STYLE="font-weight: bold; padding-bottom: 2px">&nbsp;</TD>
      <TD COLSPAN="2" STYLE="font-weight: bold; text-align: center; border-bottom: Black 2px solid">Number of bitcoins</TD><TD STYLE="padding-bottom: 2px; font-weight: bold">&nbsp;</TD><TD STYLE="font-weight: bold; padding-bottom: 2px">&nbsp;</TD>
      <TD COLSPAN="2" STYLE="font-weight: bold; text-align: center; border-bottom: Black 2px solid">Amount*</TD><TD STYLE="padding-bottom: 2px; font-weight: bold">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
      <TD STYLE="width: 76%; font-weight: bold">Balance at January 1, 2021</TD><TD STYLE="width: 1%">&nbsp;</TD>
      <TD STYLE="width: 1%; text-align: left">&nbsp;</TD><TD STYLE="width: 9%; text-align: right">262.62</TD><TD STYLE="width: 1%; text-align: left">&nbsp;</TD><TD STYLE="width: 1%">&nbsp;</TD>
      <TD STYLE="width: 1%; text-align: left">$</TD><TD STYLE="width: 9%; text-align: right">6,237,917</TD><TD STYLE="width: 1%; text-align: left">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: bottom; background-color: White">
      <TD STYLE="text-align: left">Receipt of BTC from mining services</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">1,576.34</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">72,295,744</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">Sales and payment of BTC</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">(1,256.29</TD><TD STYLE="text-align: left">)</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">(55,994,314</TD><TD STYLE="text-align: left">)</TD></TR>
    <TR STYLE="vertical-align: bottom; background-color: White">
      <TD STYLE="text-align: left">Lending of BTC to a third party, net</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">5.73</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">97,772</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">Realized gain on sale of BTC</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">-</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">6,952,652</TD><TD STYLE="text-align: left">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: bottom; background-color: White">
      <TD STYLE="padding-bottom: 2px">Impairment of BTC</TD><TD STYLE="padding-bottom: 2px">&nbsp;</TD>
      <TD STYLE="border-bottom: Black 2px solid; text-align: left">&nbsp;</TD><TD STYLE="border-bottom: Black 2px solid; text-align: right">-</TD><TD STYLE="padding-bottom: 2px; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 2px">&nbsp;</TD>
      <TD STYLE="border-bottom: Black 2px solid; text-align: left">&nbsp;</TD><TD STYLE="border-bottom: Black 2px solid; text-align: right">(8,985,662</TD><TD STYLE="padding-bottom: 2px; text-align: left">)</TD></TR>
    <TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
      <TD STYLE="font-weight: bold; padding-bottom: 4pt">Balance at June 30, 2021</TD><TD STYLE="padding-bottom: 4pt">&nbsp;</TD>
      <TD STYLE="border-bottom: Black 4pt double; padding-bottom: 4pt; text-align: left">&nbsp;</TD><TD STYLE="border-bottom: Black 4pt double; text-align: right">588.40</TD><TD STYLE="padding-bottom: 4pt; text-align: left">&nbsp;</TD><TD STYLE="padding-bottom: 4pt">&nbsp;</TD>
      <TD STYLE="border-bottom: Black 4pt double; text-align: left">$</TD><TD STYLE="border-bottom: Black 4pt double; text-align: right">20,604,109</TD><TD STYLE="padding-bottom: 4pt; text-align: left">&nbsp;</TD></TR>
    </TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&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: 24px"><FONT STYLE="font-size: 10pt">* </FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">Amounts &ndash; 1) the amounts of receipt of cryptocurrencies from mining services are the aggregation of the number of bitcoins received multiplied by the bitcoin price published on https://coinmarketcap.com/currencies/bitcoin/historical-data/, on a daily basis; and 2) the amounts of sales of cryptocurrencies are the actual amount we received from sales. </FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Our Hong Kong subsidiary, Bit Digital Hong Kong
  Limited, receives revenue in the form of cryptocurrencies, the value of which is determined using the market price of the related cryptocurrency
  at the time of receipt. The cryptocurrency is either held by the subsidiary or sold for fiat currency. Funds are transferred by Bit Digital
  Hong Kong Limited to the parent holding company in the form of distributions. The bitcoins we mine have been sold and, in the future,
  may be sold to support our operations, including to pay for service fees. Our mining facilities and mining platform operate with the primary
  intent of accumulating bitcoin, 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.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><I>Custodian Accounts</I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Generally, we only sell bitcoins when there is
  a need for capital to fund our operations and development, and we otherwise store the balance in custody. We use Cactus Custody, a division
  of Matrixport Guard Limited (&ldquo;Cactus Custody&rdquo;) and Copper Technology (UK) Limited (&ldquo;Copper&rdquo;) as our custodians
  (the &ldquo;Custodians&rdquo;) to store our bitcoins. While the Custodians hold our bitcoin assets, the ownership and operation rights
  are always 100% attributed to the Company. Our custody account status and assets transactions are clearly recorded, and we can log in
  to the system to query and download at any time. The Custodians will not loan, hypothecate, pledge and/or encumber our assets without
  any general instructions.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  </DIV>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
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  <DIV STYLE="padding: 5pt; border: Black 1.5pt solid">
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Cactus Custody can transfer any digital assets
  to either Cold or Hot wallet addresses which transactions are assigned and managed under the Custodian&rsquo;s management. Copper provides,
  cold, warm, and hot storage locations at our choice. The transactions broadcast to that blockchain network, where it is validated and
  then enters the Custodian&rsquo;s custody. Digital assets are kept in unique and segregated blockchain addresses accessible by us and
  verifiable on blockchain at any time.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">For storage of digital assets, the Cactus Custody
  wallet arrangement includes hardware and software infrastructure and security controls over key generation, storage, management and transaction
  signing. Hot storage is the online key storage part. The Cactus Custody&rsquo;s proprietary solution adopts HSM (Hardware Security Module)
  for key generation, storage and transaction signing. A HSM is a physical computing device that safeguards and manages digital keys for
  strong authentication and provides cryptoprocessing. HSMs provide tamper evidence, tamper resistance and tamper responsiveness features
  that can safeguard client&rsquo;s private keys. Private keys will be generated in HSM by a true random number generator; the plaintext
  of the private key will never leave MSM. Cactus Custody&rsquo;s proprietary storage applies industry best practice in security design
  for cold storage, such as the highest security level HSM, multi-sig, private key split and stored in geographically distributed vaults.
  Vault here refers to a military-grade data center with stringent access control and high-quality environment control. Each cold storage
  vault only stores &frac12; encrypted private key in HSM. Vaults are located in three continents and are not prone to single point of failure.
  Digital assets stored at Copper are protected using MPC (Multimedia Personal Computer) technology, whether they are stored in Copper&rsquo;s
  Omnibus Treasury or in the Company&rsquo;s own blockchain segregated vault.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The physical backup is the disaster recovery measure.
  Private keys are generated in HSM. Matrixport will split encrypted private keys into 8 pieces. Each piece will be stored in an encrypted
  hard disk which will be then kept in a safe deposit box in different banks. 3 of 8 pieces held by management, the Company and a third
  party would be needed to recover private keys. Cold storage withdrawal can only be made to the user&rsquo;s hot storage address. The Custodians
  provide internal risk control measures like withdrawal limit and whitelist as a tool to help protect client&rsquo;s digital assets.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><I>Currency Transactions</I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We only use Amber OTC desk for selling bitcoins
  for US dollars or USDT (Tether, a stablecoin) or USD Coin (a stablecoin).</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of December 31, 2020, there was a loan of 5.19
  bitcoins to an unaffiliated third party. During the three and six months ended June 30, 2021, the Company lent an additional 141.99 and
  81.78 bitcoins to two third parties, respectively. All loans were charged interest at 5% per annum. The bitcoins were repayable on demand.
  As of June 30, 2021, the unaffiliated third parties repaid all bitcoins.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><I>Insurance</I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We currently do not have any insurance of our
  miners; however, we intend to purchase insurance in the future. The market is in its early stages. We are actively seeking insurance per
  miner asset, as well as digital assets of the Company. Cactus Custody is self-insured for its secure asset fund (the &ldquo;Fund&rdquo;).
  The Fund size is USD $4 million, with an additional 35% of custody service annual revenue each year to be added to this Fund, at no additional
  cost to the Company.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Fund covers:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">damage caused by insider theft or dishonest acts by Cactus Custody employees or executives;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">third-party hacks, copying, or theft of private keys for both hot and cold storage; and</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">damage caused by loss of keys for both hot and cold storage</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Our Custodian Copper maintains a $10 million comprehensive
  insurance policy, at no cost to the Company. Copper bespoke Crypto crime insurance policy for digital assets as well as fiat maintained
  on Crypto Copper&rsquo;s digital infrastructure provides protection against: Employee Theft; Third-Party Computer Crime; Funds Transfer
  Fraud; Cyber Losses (Crime through fraud/theft, viruses, hacking); Property loss (Relevant to the assets) within Copper premises and in
  transit; and appropriate legal costs.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  </DIV>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
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  <DIV STYLE="padding: 5pt; border: Black 1.5pt solid">
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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: 0.25in; text-align: left"><FONT STYLE="font-size: 10pt">-</FONT></TD><TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt"><I>Transfer of cash</I></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">From the Company&rsquo;s commencement of mining
  operations in February 2020 to October 3, 2021, the Company did not transfer any cash from the holding company to any of its subsidiaries.</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">During the year ended December 31, 2020, the Company
  raised proceeds of approximately $5.2 million from certain private placements, and the proceeds were directly transferred from investors
  to the designated accounts of Bit Digital Hong Kong Limited (&ldquo;BT HK&rdquo;), the Company&rsquo;s wholly owned subsidiary in Hong
  Kong.</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">During the period from January 1, 2021 to October
  3, 2021, the Company raised proceeds of approximately $37 million from both private placements and direct offering. The proceeds were
  directly transferred from investors to designated accounts of Bit Digital USA, Inc. (&ldquo;BT USA&rdquo;), the Company&rsquo;s subsidiary
  in U.S. The $80&nbsp;million of gross proceeds raised in the September 2021 Private Placement by the Company will be transferred to BT
  USA with the remainder invested in United States.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.25in; text-align: justify; text-indent: -0.25in">&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: 0.25in; text-align: left"><FONT STYLE="font-size: 10pt">-</FONT></TD><TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt"><I>Transfer of other assets</I></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">During the period from February 2020 to date,
  Bit Digital Hong Kong transferred 6,629 miners to BT USA, with carrying amount of $6.13 million.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.25in; text-align: justify; text-indent: -0.25in">&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: 0.25in; text-align: left"><FONT STYLE="font-size: 10pt">-</FONT></TD><TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt"><I>Payment of dividends or
  distributions</I></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">During the period from February 2020 to date,
  the Company did not make any dividends or distribution from any of its subsidiaries, nor did the Company make any dividends or distributions
  to its US investors.</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">Pursuant to the Enterprise Income Tax Law and
  its implementation rules, if a non-resident enterprise has not set up an organization or establishment in the PRC, or has set up an organization
  or establishment, but the income derived has no actual connection with such organization or establishment, it will be subject to a withholding
  tax on its PRC-sourced income at a rate of 10%. Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative
  Region for the Avoidance of Double Taxation and Tax Evasion on Income, the withholding tax rate in respect to the payment of dividends
  by a PRC enterprise to a Hong Kong enterprise is reduced to 5% from a standard rate of 10% if the Hong Kong enterprise directly holds
  at least 25% of the PRC enterprise. Pursuant to the Notice of the State Administration of Taxation on the Issues concerning the Application
  of the Dividend Clauses of Tax Agreements, or Circular 81, a Hong Kong resident enterprise must meet the following conditions, among others,
  in order to enjoy the reduced withholding tax: (i) it must directly own the required percentage of equity interests and voting rights
  in the PRC resident enterprise; and (ii) it must have directly owned such percentage in the PRC resident enterprise throughout the 12
  months prior to receiving the dividends. There are also other conditions for enjoying the reduced withholding tax rate according to other
  relevant tax rules and regulations. In August 2015, the State Administration of Taxation promulgated the Administrative Measures for Non-Resident
  Taxpayers to Enjoy Treatments under Tax Treaties, or Circular 60, which became effective on November 1, 2015. Circular 60 provides that
  non-resident enterprises are not required to obtain pre-approval from the relevant tax authority in order to enjoy the reduced withholding
  tax rate. Instead, non-resident enterprises and their withholding agents may, by self-assessment and on confirmation that the prescribed
  criteria to enjoy the tax treaty benefits are met, directly apply the reduced withholding tax rate, and file necessary forms and supporting
  documents when performing tax filings, which will be subject to post-tax filing examinations by the relevant tax authorities.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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: 0.25in; text-align: left"><FONT STYLE="font-size: 10pt">-</FONT></TD><TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt"><I>Restrictions or limitations</I></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: 0">As of this date, the Company
  had six subsidiaries based in the United States, Canada, Hong Kong and Singapore. The Company is not aware of any restrictions or limitations
  on foreign exchange in these countries or area, or its ability to transfer cash between entities, across borders or to U.S. investors,
  nor is the Company aware of any restrictions and limitations on its ability to distribute earnings from its businesses, including the
  businesses of its subsidiaries, to the holding company and its U.S. investors.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Disposition of peer-to-peer lending business and the car rental
  business in the PRC</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On September 8, 2020, the Board approved the disposal
  of Point Cattle Holdings Limited, a former wholly owned subsidiary of the Company in the British Virgin Islands, and its subsidiaries
  and VIEs, through which the Company previously operated its peer-to-peer lending business and the car rental business in PRC. Upon the
  sale, we discontinued our peer-to-peer lending business and the car rental business in the PRC (&ldquo;discontinued operations&rdquo;).</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On the same date, the Company entered into a certain
  share purchase agreement (the &ldquo;Disposition SPA&rdquo;) by and among a BVI company, Sharp Whale Limited (the &ldquo;Purchaser&rdquo;),
  Point Cattle Holding Limited (the &ldquo;Subsidiary&rdquo;) and the Company (the &ldquo;Seller&rdquo;). Pursuant to the Disposition SPA,
  the Purchaser purchased the Subsidiary in exchange for nominal consideration of $10.00 and other good and valuable consideration.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Our executive offices are located at 33 Irving
  Place, New York, New York 10003 and our telephone number is (917) 512-4895. The information on our website does not constitute part of
  this prospectus.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  </DIV>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"></P>
  
  <!-- Field: Page; Sequence: 18; Value: 1 -->
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      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
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  <DIV STYLE="padding: 5pt; border: Black 1.5pt solid">
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center"><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 stock 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"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Foreign Private Issuer Status</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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">&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>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-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>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-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>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-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>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-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>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Emerging Growth Company Status</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We could remain an emerging growth company for
  up to five years, 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.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Corporate Information</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Our principal executive offices are located at
  33 Irving Place, New York, New York 10003. Our telephone number at this address is 1-917-512-4895. Our office in Hong Kong is located
  at Room 3603, Tower 2 Metro Plaza, Hong Kong, China. Our telephone number at that address is +(86)-021-61659027. Our registered office
  in the Cayman Islands is located at Corporate Filing Services Ltd., 3<SUP>rd</SUP>&nbsp;Floor, Harbour Centre, 103 South Church Street,
  George Town, Grand Cayman, KY 1-1002, Cayman Islands. Our agent for service of process in the United States is Corporation Service Company,
  19 West 44<SUP>th</SUP> Street, Suite 201, New York, NY 10036. The Company&rsquo;s legal advisers are as follows: in the PRC: Tian Yuan
  Law Firm, 10F, Tower B, China Pacific Insurance Plaza, 28 Fengsheng Hutong, Xicheng District, Beijing 10032 China; in the Cayman Islands:
  Ogier, 89 Nexus Way, Camana Bay, Grand Cayman, Cayman Islands KY1-9009; and in the United States: Davidoff Hutcher &amp; Citron LLP, 605
  Third Ave, New York, NY 10158. Our Auditors are: Audit Alliance, LLP, 20 Maxwell Road #11-09, Maxwell House, Singapore 069113. See &ldquo;Experts&rdquo;
  regarding prior auditors. Investors should contact us for any inquiries through the address and telephone number of our principal executive
  offices.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  </DIV>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><A NAME="a_006"></A><B>RISK FACTORS</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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 headings &ldquo;Forward-Looking Statements&rdquo; and &ldquo;Operating and
  Financial Review and Prospects&rdquo; before you decide to invest in our Ordinary Shares. <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. Recent statements and regulatory actions by China&rsquo;s government, such as those related to the
  use of variable interest entities (VIEs) and ban on digital asset transactions and data security or anti-monopoly concerns, may have an
  adverse effect on the Company in view of its prior operations, but are not expected to result in an adverse impact on our corporate structure
  going forward or have a material change in our operations and/or the value of our securities or significantly limit or completely hinder
  our ability to offer or continue to offer securities to investors or cause the value of such securities to significantly decline or be
  worthless. We do not believe such developments will adversely impact the Company&rsquo;s ability to conduct its business, accept foreign
  investments, or continued listing on Nasdaq. The legal and regulatory environment in China is in many respects different from the United
  States.</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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Risks Related to Doing Business in China</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Pursuant to laws and regulations of 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. Notwithstanding the fact that we no longer have bitcoin mining operations in China, our prior operations
  may subject us to the statutes and regulations of China, as the Company conducted its bitcoin mining operations in the PRC through its
  Hong Kong subsidiary and did not register to do business in the PRC and, as described below, we may be subject to fines, penalties and/or
  other sanctions.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
  <!-- Field: Page; Sequence: 20; Value: 1 -->
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>There are risks to foreign investors in
  Chinese companies.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 refers to special administrative measures for the restricted or prohibited access of foreign
  investment in specific fields as stipulated by the Chinese government. The Chinese government shall give national treatment to certain
  foreign investments in addition to the negative list to other companies for investments which will not require pre-approval by the Chinese
  government.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Pursuant to the Special Administrative Measures
  for Access of Foreign Investment (2020 Edition), or the 2020 Edition Negative List, 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 June 23, 2020 which came into effect
  on July 23, 2020, our bitcoin mining business does not fall into the Negative List and is permitted for foreign investment as of the date
  hereof although bitcoin mining operations in China are not currently allowed.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>We may be subject to penalties as a result
  of the Chinese government suspension of our P2P lending business</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company is currently engaged in the bitcoin
  mining business, but, previously, we were primarily an online finance marketplace, or &ldquo;peer-to-peer&rdquo; lending company, in China
  that provided borrowers access to loans. On October 24, 2019, the Pudong Branch of the Shanghai Public Security Bureau (the &ldquo;Bureau&rdquo;)
  announced that it was conducting an investigation of Shanghai Dianniu Internet Finance Information Service Co. Ltd, which was a variable
  interest entity (VIE) of the Company, for suspected illegal collection of public deposits. The Bureau took criminal enforcement measures
  against 17 suspects in the case and detained at least six of those suspects. On March 24, 2020, the Bureau announced that it had transferred
  seven suspects to the procuratorates for criminal prosecution and took criminal action against 14 defendants and is searching for our
  former CEO as of the date of this prospectus. While the Company has not been subject to any enforcement actions or investigations, nine
  persons, including a former director of the Company, have been found guilty of fund-raising fraud or illegally collecting public deposits
  by the People&rsquo;s Court of Shanghai Pudong New District, and were sentenced to imprisonment and the confiscations and return of all
  the illegal gains, which may or may not include assets of the Company. The Company&rsquo;s current management believes that its former
  Chief Financial Officer, as well as members of the VIE&rsquo;s management, may have been the subject of these proceedings. As of the date
  of this prospectus, the final outcome of the investigation has not been published, and the impact of any such outcome on the Company cannot
  be estimated or determined with any certainty.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>We may be subject to fines and penalties
  for any noncompliance with or liabilities in our historical business in China in a certain period from now on.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Pursuant to the Law of the People&rsquo;s Republic
  of China on Administrative Penalties (Revised in 2021), where an unlawful act conducted in China is not discovered within two years of
  its commission (the period shall be counted from the date on which the unlawful act is committed, or if the act is ongoing or continuous,
  from the date on which the act ends), the administrative penalty shall be exempted; and if it involves citizens&rsquo; life and health
  security or financial security, and causes harmful consequences, the above-mentioned period shall be extended to five years, except as
  otherwise prescribed by laws. We have not received any administrative penalty for our historical mining business as of the date of this
  prospectus. Nevertheless, uncertainties still exist since the administrative organs may impose administrative penalties on us in a certain
  period from now on for any noncompliance with or liabilities in our historical business in China, including, but not limited to, any noncompliance
  with or liabilities under Order No.31 and applicable environmental, health or safety regulations, which could materially and adversely
  affect our results of operations.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On May 21, 2021, the Financial Stability Development
  Committee of the State Council in China targeted virtual currency mining in China. However, as described in the next risk factor, it was
  not until September 2021 that all digital asset transactions were banned. In October 2020, the Company commenced the migration of miners
  out of China and believes it was in compliance with Chinese law on bitcoin mining while operating in China. However, according to Foreign
  Investment Law of PRC and Order No. 31, foreign enterprises engaged in profit-making activities in China are required to apply to the
  provincial market regulatory administration, or the registration authorities, for registration upon the approval of the State Council
  and the competent agencies authorized by the State Council, or the approving authorities. Without the approval of the approving authorities
  and the registration approval of the registration authorities, foreign enterprises may not conduct any production and operation activities
  within the territory of China, and foreign enterprises engaging in profit-making activities without proper authority may be subject to
  penalties, such as warnings, fines, confiscation of illegal income or suspension of business for rectification on a case-by-case basis
  of the PRC authorities under the PRC laws.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
  <!-- Field: Page; Sequence: 21; Value: 1 -->
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Our business in China was not carried out through
  any Chinese subsidiaries. In China, we made profits from mining equipment stored in facilities directly leased by Bit Digital Hong Kong,
  deemed to be a foreign enterprise. Bit Digital Hong Kong did not provide cloud mining services or similar services to any third parties.
  Nevertheless, the Company may be subject to penalties such as warnings, fines, confiscation of illegal income, or suspension of business
  for rectification on a case-by-case basis of the PRC authorities under the PRC laws, for not registering to do business in China or having
  authorization for its bitcoin mining operations.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The PRC government department does have the authority
  to issue licenses or approval in some industries directly to foreign companies, including Hong Kong companies, which has been provided
  in Order No. 31. A foreign company, including a Hong Kong company, is permitted to be engaged in production and operation within China
  in two ways--one is to obtain the license or approval, and the other is to establish a subsidiary in the territory of China, otherwise
  it may lead to a punishment of a warning, fine, confiscation of income and/or suspension of business for rectification. Furthermore, although
  Hong Kong is one of the special administrative districts of the PRC, from the perspective of foreign investment supervision, Hong Kong
  companies are treated as foreign companies, and most of the laws and regulations related to the foreign investment also apply to Hong
  Kong companies. Considering that BT HK had already been engaged in bitcoin mining activities in the territory of China, and that BT HK
  had not obtained business licenses in relevant provinces, it would be much more difficult for Bit Digital Hong Kong to obtain licenses
  directly than to establish a subsidiary in PRC. From the perspective of compliance, the Company decided to initiate the process of forming
  a subsidiary to undertake operational activities in PRC. However, in view of the more recent ban on all new cryptocurrency operations
  in China, we terminated the process of forming a subsidiary in mainland, China. Since BT HK had not obtained business licenses in relevant
  provinces 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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>It is now illegal to engage in digital asset
  transactions including bitcoin mining operations in China, the ruling of which may adversely affect us.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">China has now taken harsh regulatory action to
  ban cryptocurrency mining operations and to severely restrict the right to acquire, own, hold, sell or use these bitcoin assets or to
  exchange them for fiat currency. Such restrictions may adversely affect us as the large-scale use of cryptocurrencies as a means of exchange
  is presently confined to certain regions globally. Ongoing and future regulatory actions may impact our ability to continue to operate,
  and such actions could affect 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.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On May 21, 2021, the Financial Stability and Development
  Committee of the State Council in China proposed to &ldquo;crack down on bitcoin mining and trading.&rdquo; However, it was not until
  September 24, 2021, as described below, that all digital asset transactions were banned in China. In May 2021, local governments began
  to issue corresponding measures in succession to respond to the central government, including Xinjiang Changji Hui Autonomous Prefecture
  Development and Reform Commission issuing a notice on the immediate shutdown of enterprises engaged in cryptocurrency mining on June 9,
  2021. During that three-week period, we only had mining operations in Sichuan Province and not in Xinjiang. On June 18, 2021, according
  to the public media report - Sichuan Provincial Development and Reform Commission and Sichuan Energy Bureau issued a notice on the shutdown
  of cryptocurrency mining projects with the deadline of June 25, 2021. That is the reason why we had already ceased all remaining operations
  in PRC on June 21, 2021. On September 24, 2021, the newly issued Notification of Overhauling the Mining Activity of Cryptocurrency (or
  the Notification No. 1283) banned all new cryptocurrency operations in China. The NDRC notice set forth penalties on a going forward basis
  for all of the PRC. While we do not believe Sichuan Province will seek to impose retroactive fines, penalties or sanctions, there can
  be no assurance the province may not seek to do so.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In consideration of the PRC government&rsquo;s
  attitude and our intentional business plan, we will not conduct any cryptocurrency mining operations or cryptocurrency trading operations
  in mainland PRC. All miners have been emigrated out of the PRC as of September 30, 2021 and are expected to be fully operational in the
  U.S. by early 2022.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Changes in China&rsquo;s economic, political
  or social conditions or government policies could have a material adverse effect on our business and results of operations.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Although we are in the process of completing the
  migration of miners to the United States and/or Canada, our bitcoin mining business is worldwide. We expect to continue to purchase bitcoin
  miners on the spot market in China. Accordingly, our business, prospects, financial condition and results of operations may be influenced
  to a significant degree by political, economic and social conditions in China generally and by continued economic growth in China as a
  whole.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Chinese economy differs from the economies
  of most developed countries in many respects, including the amount of government involvement, level of development, growth rate, control
  of foreign exchange and allocation of resources. Although the Chinese government has implemented measures emphasizing the utilization
  of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of improved corporate
  governance in business enterprises, a substantial portion of productive assets in China are still owned by the government. In addition,
  the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. The Chinese
  government also exercises significant control over China&rsquo;s economic growth through allocating resources, controlling payment of
  foreign currency-denominated obligations, setting monetary policy, and providing preferential treatment to particular industries or companies.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">While the Chinese economy has experienced significant
  growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy. The Chinese government
  has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit
  the overall Chinese economy but may have a negative effect on us. For example, our financial condition and results of operations may be
  adversely affected by government control over capital investments or changes in tax regulations. In addition, in the past the Chinese
  government has implemented certain measures, including interest rate increases, to control the pace of economic growth. These measures
  may cause decreased economic activity in China, and since 2012, and in particular in 2020 as a result of COVID-19, China&rsquo;s economic
  growth slowed down. Any prolonged slowdown in the Chinese economy may reduce the demand for our products and services and materially and
  adversely affect our business and results of operations.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Uncertainties in the interpretation and
  enforcement of Chinese laws and regulations could limit the legal protections available to us.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The PRC legal system is based on written statutes,
  and prior court decisions have limited precedential value. Since the PRC legal system continues to rapidly evolve, the interpretations
  of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involves uncertainties.
  The risks arising from the legal system in China include risks and uncertainties regarding the enforcement of laws and that rules and
  regulations in China can change quickly with little, if any, advance notice; and there is a risk that the Chinese government may intervene
  or influence our operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based
  issuers, which could result in a material change in our operations and/or the value of our securities. Any risks that any actions by the
  Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based
  issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the
  value of such securities to significantly decline or be worthless.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">China is one of the jurisdictions to implement
  strict foreign exchange control. The free flow of bitcoin presents novel issues in the context of Chinese foreign exchange control. In
  some public speeches, officials of the Chinese State Administration of Foreign Exchange (&ldquo;SAFE&rdquo;) have expressed concerns about
  the challenges of cryptocurrency to foreign exchange control. In the event regulators believe that the circulation of bitcoin has a significant
  adverse impact on financial security, they may restrict the trading of bitcoin, as they have done with bitcoin mining, in its jurisdiction.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">From time to time, we may have to resort to administrative
  and court proceedings to enforce our legal rights. However, since PRC administrative and court authorities have significant discretion
  in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and
  court proceedings and the level of legal protection we enjoy than in more developed legal systems. Furthermore, the PRC legal system is
  based in part on government policies and internal rules (some of which are not published in a timely manner or at all) that may have retroactive
  effect. Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property)
  and procedural rights, could materially and adversely affect our business and impede our ability to continue our operations.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In addition to the unified policies at the national
  level, the attitudes of the Chinese local or provincial governments towards mining enterprises have also changed from time to time. In
  recent years, local governments in Inner Mongolia, Sichuan and Xinjiang have taken action to inspect and clean up mining enterprises in
  their jurisdictions. These actions caused us to commence migration of miners out of China in October 2020.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>We may be subject to recently announced
  Measures from the Cyberspace Administration of China concerning the collection of data and required to obtain clearance from the CAC</I></B>.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On July 10, 2021, the Cyberspace Administration
  of China (the &ldquo;CAC&rdquo;) issued the Measures for Cybersecurity Review (Revision Draft for Comments), or the Measures. The scope
  of review under the Measures extends to critical information infrastructure operators, data processors carrying out data processing activities,
  and national security risks related to a non-PRC listing, especially the &ldquo;risks of core data, important data or substantial personal
  information being stolen, leaked, damaged, illegally used or exported; risks of Critical Information Infrastructure, core data, important
  data or substantial personal information data being affected, controlled and maliciously used by foreign governments after a foreign listing.&rdquo;
  According to Article 6 of the Measures, operators who possess personal information of over a million users shall apply to the Cybersecurity
  Review Office for cybersecurity reviews before listing abroad. Besides, where any activities affect or may endanger national security
  during the purchase of network products and services by key information infrastructure operators or the data processing by data workers,
  cybersecurity reviews should be conducted in accordance with the Measures.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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
  (i) we have never set a digital platform for any user and collected personal data during our mining operations, (ii) only the operators
  who possess personal information of over a million users shall apply for cybersecurity reviews before listing abroad, and (iii) the Measures
  have yet to take effect and may be further revised. However, since it is the first time that the cybersecurity review applies to the &ldquo;data
  processors,&rdquo; and due to our past mining operations in China, we may be deemed as a &ldquo;data processors carrying out data processing
  activities,&rdquo; we face uncertainties as to the interpretation or implementation of the Measures and, if required, whether such clearance
  can be timely obtained.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 5.85pt 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>The M&amp;A Rules and certain other PRC
  regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult
  for us to pursue growth through acquisitions in China.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The M&amp;A Rules discussed under &ldquo;Business-Regulation&rdquo;
  in our Annual Report on Form 20-F, and certain other regulations and rules concerning mergers and acquisitions establish additional procedures
  and requirements in PRC that could make merger and acquisition activities by foreign investors more time consuming and complex, including
  requirements in some instances that the MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor
  takes control of a PRC domestic enterprise. Moreover, the Anti-Monopoly Law requires that the MOFCOM shall be notified in advance of any
  concentration of undertaking if certain thresholds are triggered. In addition, the security review rules issued by the MOFCOM that became
  effective in September 2011 specify that mergers and acquisitions by foreign investors that raise &ldquo;national defense and security&rdquo;
  concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise
  &ldquo;national security&rdquo; concerns are subject to strict review by the MOFCOM, and the rules prohibit any activities attempting
  to bypass a security review, including by structuring the transaction through a proxy or contractual control arrangement. In the future,
  we may grow our business by acquiring complementary businesses which may include a PRC domestic enterprise. Complying with the requirements
  of the above-mentioned regulations and other relevant rules to complete such transactions[, to the extent relevant,] could be time consuming,
  and any required approval processes, including obtaining approval from the MOFCOM or its local counterparts, may delay or inhibit our
  ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>PRC regulations relating to offshore investment
  activities by PRC residents may expose us or our PRC resident beneficial owners to liability and penalties under PRC law.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">SAFE promulgated the Circular on Relevant Issues
  Relating to Domestic Resident&rsquo;s Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular
  37, in July 2014, that requires PRC residents or entities to register with SAFE or its local branch in connection with their establishment
  or control of an offshore entity established for the purpose of overseas investment or financing. In addition, such PRC residents or entities
  must update their SAFE registrations when the offshore special purpose vehicle undergoes material events relating to any change of basic
  information (including change of such PRC citizens or residents, name and operation term), increases or decreases in investment amount,
  transfers or exchanges of shares, or mergers or divisions. SAFE Circular 37 is issued to replace the Notice on Relevant Issues Concerning
  Foreign Exchange Administration for PRC Residents Engaging in Financing and Roundtrip Investments via Overseas Special Purpose Vehicles,
  or SAFE Circular 75. SAFE promulgated the Notice on Further Simplifying and Improving the Administration of the Foreign Exchange Concerning
  Direct Investment in February 2015, which took effect on June 1, 2015. This notice has amended SAFE Circular 37 requiring PRC residents
  or entities to register with qualified banks rather than SAFE or its local branch in connection with their establishment or control of
  an offshore entity established for the purpose of overseas investment or financing.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Failure to comply with the SAFE registration described
  above could result in liability under PRC laws for evasion of applicable foreign exchange restrictions.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Some of our shareholders, who directly or indirectly
  hold shares in our Company and who were known to us as being PRC residents, have completed the foreign exchange registrations required
  in connection with our recent corporate restructuring. The remaining shareholders who directly or indirectly hold shares in our Company
  and who are known to us as being PRC residents are currently processing such registrations.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">However, we may not be informed of the identities
  of all the PRC residents or entities holding direct or indirect interest in our company, nor can we compel our beneficial owners to comply
  with SAFE registration requirements. As a result, we cannot assure you that all of our shareholders or beneficial owners who are PRC residents
  or entities have complied with and will in the future make or obtain any applicable registrations or approvals required by, SAFE regulations.
  Failure by such shareholders or beneficial owners to comply with SAFE regulations could subject us to fines or legal sanctions, restrict
  our overseas or cross-border investment activities or affect our ownership structure, which could adversely affect our business and prospects.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Any failure to comply with PRC regulations
  regarding the registration requirements for employee stock incentive plans may subject the PRC plan participants or us to fines and other
  legal or administrative sanctions.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In February 2012, SAFE promulgated the Notices
  on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly-Listed
  Company, replacing earlier rules promulgated in March 2007. Pursuant to these rules, PRC citizens and non-PRC citizens who reside in China
  for a continuous period of not less than one year who participate in any stock incentive plan of an overseas publicly listed company,
  subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could be the PRC subsidiary
  of such overseas listed company, and complete certain other procedures. In addition, an overseas entrusted institution must be retained
  to handle matters in connection with the exercise or sale of stock options and the purchase or sale of shares and interests. We and our
  executive officers and other employees who are PRC citizens or who have resided in the PRC for a continuous period of not less than one
  year and who have been granted options or other awards are subject to these regulations because our company is an overseas listed company.
  Failure to complete the SAFE registrations may subject them to fines and legal sanctions. See &ldquo;Regulation-Regulations on Stock Incentive
  Plans&rdquo; in our Annual Report on Form 20-F for the year ended December 31, 2020.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>If we are classified as a PRC resident enterprise
  for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Under the PRC Enterprise Income Tax Law and its
  implementation rules, an enterprise established outside of the PRC with a &ldquo;de facto management body&rdquo; within the PRC is considered
  a resident enterprise and will be subject to the enterprise income tax on its global income at the rate of 25%. The implementation rules
  define the term &ldquo;de facto management body&rdquo; as the body that exercises full and substantial control over and overall management
  of the business, productions, personnel, accounts and properties of an enterprise. In April 2009, the State Administration of Taxation
  issued a circular, known as Circular 82, (partly amended) which provides certain specific criteria for determining whether the &ldquo;de
  facto management body&rdquo; of a PRC-controlled enterprise that is incorporated offshore is located in China. Although this circular
  only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or
  foreigners like us, the criteria set forth in the circular may reflect the State Administration of Taxation&rsquo;s general position on
  how the &ldquo;de facto management body&rdquo; test should be applied in determining the tax resident status of all offshore enterprises.
  According to Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded
  as a PRC tax resident by virtue of having its &ldquo;de facto management body&rdquo; in China and will be subject to PRC enterprise income
  tax on its global income only if all of the following conditions are met: (i) the primary location of the day-to-day operational management
  is in the PRC; (ii) decisions relating to the enterprise&rsquo;s financial and human resource matters are made or are subject to approval
  by organizations or personnel in the PRC; (iii) the enterprise&rsquo;s primary assets, accounting books and records, company seals, and
  board and shareholder resolutions, are located or maintained in the PRC; and (iv) at least 50% of voting board members or senior executives
  habitually reside in the PRC.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We believe none of our entities outside of China
  is a PRC resident enterprise for PRC tax purposes. See &ldquo;Taxation &mdash; People&rsquo;s Republic of China Taxation&rdquo; in our
  Registration Statement on Form F-1 (No. 333-254060). However, the tax resident status of an enterprise is subject to determination by
  the PRC tax authorities and uncertainties remain with respect to the interpretation of the term &ldquo;de facto management body.&rdquo;
  Since a portion of our management members are not based in China, it remains unclear how the tax residency rule will apply to our case.
  If the PRC tax authorities determine that we or any of our subsidiaries outside of China is a PRC resident enterprise for PRC enterprise
  income tax purposes, then we or such subsidiary could be subject to PRC tax at a rate of 25% on its world-wide income, which could materially
  reduce our net income. In addition, we will also be subject to PRC enterprise income tax reporting obligations. Furthermore, if the PRC
  tax authorities determine that we are a PRC resident enterprise for enterprise income tax purposes, gains realized on the sale or other
  disposition of our ordinary shares may be subject to PRC tax, at a rate of 10% in the case of non-PRC enterprises or 20% in the case of
  non-PRC individuals (in each case, subject to the provisions of any applicable tax treaty), if such gains are deemed to be from PRC sources.
  It is unclear whether non-PRC shareholders of our company would be able to claim the benefits of any tax treaties between their country
  of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. Any such tax may reduce the returns on your
  investment in our ordinary shares.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Regulatory bodies of the United States may
  be limited in their ability to conduct investigations or inspections of our operations in China.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">From time to time, the Company may receive requests
  from certain U.S. agencies to investigate or inspect the Company&rsquo;s operations or to otherwise provide information. While the Company
  will comply with requests from these regulators, there is no guarantee that such requests will be honored by those entities that provide
  services to us or with which we associate, especially for any such entities that are located in China. Furthermore, an on-site inspection
  of our facilities by any of these regulators may be limited or entirely prohibited. Such inspections, though permitted by the Company
  and its affiliates, are subject to the unpredictability of the Chinese enforcement and other government agencies and may therefore be
  impossible to facilitate.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company&rsquo;s auditor, Audit Alliance LLP,
  is PCAOB registered and based in Singapore. Under the Holding Foreign Companies Accountable Act, the PCAOB is permitted to inspect the
  Company&rsquo;s public accounting firm. However, if the PCAOB later determined that it cannot inspect or fully investigate our auditor,
  trading in our securities may be prohibited under the HFCAA and, as a result, Nasdaq may determine to delist our securities.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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, 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.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Fluctuations in exchange rates could have
  a material adverse effect on our results of operations and the value of your investment.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">To date, a large portion of our revenues and expenditures
  have been denominated in RMB, whereas our reporting currency is the U.S. dollar. As a result, fluctuations in the exchange rate between
  the U.S. dollar and RMB will affect the relative purchasing power in RMB terms of our U.S. dollar assets. Our reporting currency is the
  U.S. dollar while the functional currency for our future PRC subsidiary is RMB. Gains and losses from the remeasurement of assets and
  liabilities that are receivable or payable in RMB are included in our consolidated statements of operations. Periodic remeasurements have
  caused the U.S. dollar value of our results of operations to vary with exchange rate fluctuations, and the U.S. dollar value of our results
  of operations will continue to vary with exchange rate fluctuations. A fluctuation in the value of RMB relative to the U.S. dollar could
  reduce our profits from operations and the translated value of our net assets when reported in U.S. dollars in our financial statements.
  This could have a negative impact on our business, financial condition or results of operations as reported in U.S. dollars. If we decide
  to convert our RMB into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or for other business purposes,
  appreciation of the U.S. dollar against the RMB would have a negative effect on the U.S. dollar amount available to us. In addition, fluctuations
  in currencies relative to the periods in which the earnings are generated may make it more difficult to perform period-to-period comparisons
  of our reported results of operations.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">There remains significant international pressure
  on the PRC government to adopt a flexible currency policy. Any significant appreciation or depreciation of the RMB may materially and
  adversely affect our revenues, earnings and financial position, and the value of, and any dividends payable on, our ordinary shares in
  U.S. dollars. For example, to the extent that we need to convert U.S. dollars into RMB to pay our operating expenses, appreciation of
  the RMB against the U.S. dollar would have an adverse effect on the RMB amount we would receive from the conversion. Conversely, a significant
  depreciation of the RMB against the U.S. dollar may significantly reduce the U.S. dollar equivalent of our earnings, which in turn could
  adversely affect the market price of our ordinary shares.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Very limited hedging options are available in
  China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions in an effort to
  reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability
  and effectiveness of these hedges may be limited, and we may not be able to hedge our exposure to exchange rate fluctuations adequately
  or at all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to
  convert RMB into foreign currency. As a result, fluctuations in exchange rates may have a material adverse effect on your investment.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Governmental control of currency conversion
  may limit our ability to utilize our net revenues effectively and affect the value of your investment.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The PRC government imposes controls on the convertibility
  of RMB into foreign currencies and, in certain cases, the remittance of currency out of China. We have received substantially all of our
  net revenues in RMB. Under our current corporate structure, our Company domiciled in the Cayman Islands may rely on dividend payments
  from our PRC subsidiary to fund any cash and financing requirements we may have. Under existing PRC foreign exchange regulations, payments
  of current account items, such as profit distributions and trade and service-related foreign exchange transactions, can be made in foreign
  currencies without prior approval from SAFE by complying with certain procedural requirements. Therefore, our future PRC subsidiary is
  able to pay dividends in foreign currencies to us without prior approval from SAFE, subject to the condition that the remittance of such
  dividends outside of the PRC complies with certain procedures under PRC foreign exchange regulations, such as the overseas investment
  registrations by the beneficial owners of our Company who are PRC residents. However, approval from or registration with appropriate government
  authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses, such as
  the repayment of loans denominated in foreign currencies. Therefore, our ability to support any operating and capital expenditure commitments
  in China will depend upon our obtaining approval from or registration with appropriate governmental authorities. The PRC government may
  also at its discretion restrict access in the future to foreign currencies or current account transactions. If the foreign exchange control
  system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay any
  potential dividends to our shareholders if we determine to declare any dividends in the future.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><U>General Risks</U></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>We have a history of operating losses, and
  we may not be able to sustain profitability; we have recently shifted our bitcoin mining 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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We only recently became profitable from our continuing
  bitcoin mining operations. We may again incur losses, as we continue to work to grow our bitcoin mining business. We were previously engaged
  in a peer to peer (&ldquo;P2P&rdquo;) online lending business in China. Starting on or about November 2019, we made a decision to diversify
  into the bitcoin mining business, as well as the car rental business in the United States, which plans concerning the car rental business
  were suspended as a result of the coronavirus pandemic. In September 2020, we disposed of our P2P and Chinese car rental business and
  decided to focus primarily on our bitcoin mining business. Currently, our operations are focused on our bitcoin mining business located
  at our bitcoin mining facilities in the United States and Canada. Our current business, including our growth strategy for our business,
  involves an industry that is itself new and evolving and is subject risks, many of which are discussed below. Even though we are currently
  operating profitability, we may not be able to sustain profitability in subsequent periods. See &ldquo;Bitcoin Related Risks&rdquo; below.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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. In May 2021 when the Chinese government targeted virtual currency mining and put pressure
  on Chinese banks and payment companies to restrict cryptocurrency transactions and otherwise signaled that China intended to further limit
  cryptocurrency mining within the country, we suspended operations in China and continued to migrate all of our remaining miners in China
  to North America. Our results of operations for the second and third quarters of 2021 have been adversely affected by the material decrease
  in bitcoins mined during those periods, including, in part, due to the need to migrate and replace a portion of our miners. While we expect
  to have all migrated miners and any newly purchased ones operational during the fourth quarter of 2021 or first quarter of 2022, there
  can be no assurance we will 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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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-align: justify">&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: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">the amount and timing of operating expenses related to our new business operations and infrastructure;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&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">fluctuations in the price of bitcoin; and</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&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">general economic, industry and market conditions.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Pursuant to a Share Purchase Agreement dated September
  8, 2020, the Company sold Point Cattle Holdings Limited, one of the Company&rsquo;s subsidiaries, together with its subsidiaries and VIEs
  to an unaffiliated third party, and, following the disposition, the operations of its peer-to-peer lending business were classified as
  discontinued operations. Since on or before September 8, 2020, the spun-off subsidiaries and VIEs engaging in peer-to-peer lending business
  have no current or ongoing relationship with the Company. See Item 4 - &ldquo;Information of the Company - Legal Proceedings&rdquo; in
  our Annual Report on Form 20-F for the year ended December 31, 2020.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We have not received any administrative penalty
  for our historical peer-to-peer lending business as of the date of this prospectus. Nevertheless, uncertainties still exist since the
  PRC law system also contains government policies and internal rules (some of which are not published in a timely manner or at all) that
  may have retroactive effect. According to the newly-issued Regulations on the Prevention and Treatment of Illegal Fundraising, which came
  into force on May 1, 2021, no one shall benefit from illegal fund-raising. Even if there is no criminal offense, the PRC governmental
  authorities or regulators have the right to seal up, freeze and/or seize the related assets, and the PRC governmental authority also could
  mandatorily request the person/entity who commits illegal fund-raising or who assists the illegal fund-raising which could involve the
  Company, to return or sell related assets which could be those of the Company, at the current price to recover the funds that were illegally
  raised. In addition, although the Company is not responsible for any potential claims by customers with losses, the filing of any such
  claims and/or government investigations or proceedings against the Company or any of its affiliates, even if not justified, may create
  negative publicity and have a material adverse effect on the Company. If such situations occur, our business, financial condition and
  results of operations may be materially and adversely affected even though we disposed of our former VIE entities that were involved in
  the P2P lending business.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Having recently exited China, we are seeking to
  enter bitcoin mining related business 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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Any future acquisitions also could result in the
  issuance of stock, 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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 stock as consideration.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>From time to time we may evaluate and potentially
  consummate strategic investments or acquisitions, 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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We may evaluate and consider strategic investments,
  combinations, acquisitions or alliances in the bitcoin mining business. 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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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-align: justify">&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">difficulties in assimilating and integrating the operations, personnel, systems, data, technologies, products and services of the acquired business;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-align: justify"><FONT STYLE="font-size: 10pt">inability of the acquired technologies, products or businesses to achieve expected levels of revenue, profitability, productivity or other benefits;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-align: justify"><FONT STYLE="font-size: 10pt">difficulties in retaining, training, motivating and integrating key personnel;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-align: justify"><FONT STYLE="font-size: 10pt">diversion of management&rsquo;s time and resources from our normal daily operations;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-align: justify"><FONT STYLE="font-size: 10pt">difficulties in successfully incorporating licensed or acquired technology and rights into our businesses;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-align: justify"><FONT STYLE="font-size: 10pt">difficulties in maintaining uniform standards, controls, procedures and policies within the combined organizations;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-align: justify"><FONT STYLE="font-size: 10pt">difficulties in retaining relationships with customers, employees and suppliers of the acquired business;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-align: justify"><FONT STYLE="font-size: 10pt">risks of entering markets, in parts of the U.S., in which we have limited or no prior experience;</FONT></TD></TR>
  </TABLE>
  
  <P STYLE="margin: 0">&nbsp;</P>
  
  <P STYLE="margin: 0"></P>
  
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  <P STYLE="margin: 0">&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="text-align: left; width: 0.25in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">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;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-align: justify"><FONT STYLE="font-size: 10pt">failure to successfully further develop the acquired technology;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-align: justify"><FONT STYLE="font-size: 10pt">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;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-align: justify"><FONT STYLE="font-size: 10pt">potential disruptions to our ongoing businesses; and</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-align: justify"><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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Our success and future growth will depend to a
  significant degree on the skills and services of our management team, including Mr. Bryan Bullett, our Chief Executive Officer, Mr. Erke
  Huang, our Chief Financial Officer, and Mr. Sam Tabar, our Chief Strategy 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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 30, 2020, 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. See Item 15 &ndash; &ldquo;Controls and Procedures&rdquo; in the Company&rsquo;s Annual
  Report on Form 20-F for the year ended December 31, 2020.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>The coronavirus pandemic is a serious threat
  to health and economic wellbeing affecting our employees, investors and our sources of supply, which could significantly disrupt our operations
  and financial results.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On March 11, 2020, the World Health Organization
  announced that COVID-19 infections had become pandemic, and, on March 13, 2020, the U.S. President declared a national emergency relating
  to the virus. There has been and continues to be widespread infection in the United States with a second wave now appearing in China and
  elsewhere, with the potential for catastrophic impact. Mandatory business closures have had catastrophic impacts on worldwide economies
  of uncertain duration.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I></I></B><I>&nbsp;</I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We believe that our results of operations, business
  and financial condition has continuously been adversely impacted by the effects of the novel Coronavirus (COVID-19). In addition to global
  macroeconomic effects, the novel Coronavirus (COVID-19) outbreak and any other related adverse public health developments may cause disruption
  to our mining activities. If an outbreak occurs near our mining facilities, we may experience disruptions to our business operations resulting
  from quarantines, self-isolations, or other movement and restrictions on the ability of our mining consultants to perform their jobs.
  If we are unable to effectively service our miners, our ability to mine bitcoin will be adversely affected as miners go offline, which
  would have an adverse effect on our business and the results of our operations. The novel Coronavirus (COVID-19) or other disease outbreak
  has in the short-term, and may over the longer term, adversely affect the economies and financial markets of many countries, resulting
  in an economic downturn that may adversely affect demand for bitcoin and impact our operating results. Although the magnitude of the impact
  of the novel Coronavirus (COVID-19) outbreak on our business and operations remains uncertain, the continued global spread of the novel
  Coronavirus (COVID-19) or the occurrence of other epidemics and the imposition of related public health measures and travel and business
  restrictions will adversely impact our business, financial condition, operating results and cash flows. In addition, we have experienced
  and will experience disruptions to our business operations resulting from quarantines, self-isolations, or other movement and restrictions
  on the ability of our employees to perform their jobs. If we are unable to effectively service our miners, our ability to mine bitcoin
  will be adversely affected as miners go offline, which would have an adverse effect on our business and the results of our operations.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Our third-party manufacturers, suppliers, sub-contractors
  and customers have been and will continue to be disrupted by worker absenteeism, quarantines, restrictions on employees&rsquo; ability
  to work, office and factory closures, disruptions to ports and other shipping infrastructure, border closures, or other travel or health-related
  restrictions. Depending on the magnitude of such effects on our supply chain, shipments of parts for our existing miners, which are second-hand,
  as well as any new miners we purchase, may be delayed. As our miners require repair or become obsolete and require replacement, our ability
  to obtain adequate replacements or repair parts from their manufacturer may therefore be hampered. Supply chain disruptions could therefore
  negatively impact our operations. If not resolved quickly, the impact of the novel Coronavirus (COVID-19) global pandemic could have a
  material adverse effect on our business.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The effectiveness of the COVID-19 vaccine and
  vaccination programs remains to be verified worldwide, including against variants of the virus. The sweeping nature of the COVID-19 pandemic
  makes it extremely difficult to predict how the company&rsquo;s business and operations will be affected in the longer run. So far, the
  likely overall economic impact of the pandemic is widely viewed as highly negative to the global economy.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 develop the infrastructure
  of a public company and 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-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I></I></B></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>&nbsp;</I></B></P>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>If we are unable to successfully continue
  our bitcoin mining 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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In October 2019, we decided to enter the bitcoin
  mining business. There are various risks related to these efforts, including 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. Our intentions and expectations with
  regard to 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-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">During the year ended December 31, 2020, we raised
  gross proceeds aggregating $5.2 million in cash and $14.6 million in U.S. digital coin in certain private placements, which enabled us
  to implement our new business strategy. Since May 20, 2021, we drew down an aggregate of $36,000,000 under the Purchase Agreement. However,
  we incurred net losses of approximately $1.9 million, $9.7 million and $3.5 million for the years ended December 31, 2020, 2019 and 2018,
  respectively. We also reported a net loss of $1,339,400 during the three months ended June 30, 2021, as a result of our suspension of
  mining operations in China. We also had negative cash flows from our operating activities of approximately $3.1 million, $1.3 million
  and $5.1 million for the years ended December 31, 2020, 2019 and 2018, respectively. 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 from our September 2021 Private Placement and anticipated cash flows from
  operating activities will 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 this 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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><U>Bitcoin-Related Risks</U></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Our results of operations are expected to
  be impacted by significant fluctuation of Bitcoin price</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The price of Bitcoin has experienced significant
  fluctuations over its relatively short existence and may continue to fluctuate significantly in the future. Bitcoin prices ranged from
  approximately US$3,792 per coin as of December 31, 2018; US$7,220 per coin as of December 31, 2019; US$28,922 per coin as of December
  31, 2020; to US$34,755 per coin as of June 30, 2021 and US$57,413.86 as of October 11, 2021 according to Blockchain.info. According to
  the same source, from January 1, 2020 to date, the highest Bitcoin price was approximately US$63,558 per coin and the lowest was US$3,800
  per coin.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We expect our results of operations to continue
  to be affected by the bitcoin price as most of our revenue is from bitcoin mining production as of the filing date of this prospectus.
  Any future significant reductions in the price of bitcoin will likely have 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. Furthermore, fluctuations in the bitcoin price can 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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Various factors, mostly beyond our control, could
  impact the bitcoin price. For example, 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 most recent halving event occurred in May 2020 and next one to occur four years later, which may further contribute
  to Bitcoin price volatility.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Our future success will depend in large
  part upon the value of bitcoin; 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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Our operating results will depend in large part
  upon the value of bitcoin because it is the sole cryptocurrency we currently mine. 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 persons engaged in 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 will be reflected in our statement of operations (i.e., we will be marking bitcoin to fair value each quarter).
  This means that our operating results will be subject to swings based upon increases or decreases in the value of bitcoin. Furthermore,
  our strategy currently focuses entirely on bitcoin (as opposed to other cryptocurrencies). 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 cryptocurrencies, such as ether, that are not mined utilizing the &ldquo;SHA-256 algorithm.&rdquo; If other
  cryptocurrencies 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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Bitcoin and other bitcoin market prices, which
  have historically been volatile and are impacted by a variety of factors (including those discussed below), are determined primarily using
  data from various exchanges, over-the-counter markets and derivative platforms. 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 cryptocurrencies, or our share price, inflating
  and making their market prices more volatile or creating &ldquo;bubble&rdquo; type risks for both bitcoin and shares of our ordinary shares.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>The impact of government responses to miner
  activity is uncertain.</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Because of environmental-impact concerns related
  to the potential high demand for electricity to support cryptocurrency 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 cryptocurrencies to be discontinued on very short notice. We were already in the process of migrating our bitcoin mining
  assets out of China to North America; however, in light of the Chinese government&rsquo;s actions, we had to accelerate our migration
  efforts, which has had a material adverse effect on our operations during the second and third quarters of 2021.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 for the second quarter of 2021.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Our discontinuance of mining operations in China
  in response to such government action caused us to migrate miners to North America. This process resulted in costs associated with the
  refurbishment and transfer to be incurred by us, as well as the transferred miners being off-line and not able to mine cryptocurrencies
  for some time. This has had an adverse impact on our earnings for the second and third quarters of 2021.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 the registration statement of which this prospectus
  is a part to continue to purchase bitcoin mining machines. 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-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As bitcoin 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 may
  need to evolve as well. From time to time, we may 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"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Our prior mining operations in China and current
  operations in the states of Texas, Nebraska and Georgia in the United States and Canada 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-align: justify">&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; font-size: 10pt"><FONT STYLE="font-size: 10pt">&#9679; </FONT></TD>
      <TD STYLE="font-size: 10pt; text-align: justify"><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">&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; font-size: 10pt"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="font-size: 10pt; text-align: justify"><FONT STYLE="font-size: 10pt">any noncompliance with or liabilities under applicable environmental, health or safety regulations or requirements or building permit requirements;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&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; font-size: 10pt"><FONT STYLE="font-size: 10pt">&#9679; </FONT></TD>
      <TD STYLE="font-size: 10pt; text-align: justify"><FONT STYLE="font-size: 10pt">any damage resulting from natural disasters, such as hurricanes, earthquakes, fires, floods and windstorms; and </FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&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; font-size: 10pt"><FONT STYLE="font-size: 10pt">&#9679; </FONT></TD>
      <TD STYLE="font-size: 10pt; text-align: justify"><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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I></I></B></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>If, pursuant to our hosting service contracts
  (the &ldquo;Hosting Agreements&rdquo;) with hosting service providers, hosting service providers cannot or will not supply sufficient
  electric power for us to operate our miners, we may be required 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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We have 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 provide many advantages as opposed to other alternative arrangements.
  If we are required to deploy or move our miners from the current hosting service providers to other mining facilities, 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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">If we are forced to relocate to a new mining facility,
  we may not be successful in identifying adequate replacement facilities to house our miners. Even if we do identify such facilities, we
  may not be able to secure use of those facilities at rates that are economically viable to support our mining activities. Relocating our
  miners, as we did to migrate from China, will require 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. If 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-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>The development and acceptance of cryptographic
  and algorithmic protocols governing the issuance of and transactions in cryptocurrencies 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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The use of cryptocurrencies 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 cryptocurrencies 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-align: justify">&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; font-size: 10pt; text-align: left"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="font-size: 10pt; text-align: justify"><FONT STYLE="font-size: 10pt">continued worldwide growth in the adoption and use of cryptocurrencies as a medium to exchange; </FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="font-size: 10pt; text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="font-size: 10pt; text-align: left"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="font-size: 10pt; text-align: justify"><FONT STYLE="font-size: 10pt">governmental and quasi-governmental regulation of cryptocurrencies and their use, or restrictions on or regulation of access to and operation of the network or similar bitcoin systems;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="font-size: 10pt; text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="font-size: 10pt; text-align: left"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="font-size: 10pt; text-align: justify"><FONT STYLE="font-size: 10pt">changes in consumer demographics and public tastes and preferences; </FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="font-size: 10pt; text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="font-size: 10pt; text-align: left"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="font-size: 10pt; 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="margin: 0">&nbsp;</P>
  
  <P STYLE="margin: 0"></P>
  
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  <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="font-size: 10pt; text-align: left; width: 0.25in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="font-size: 10pt; text-align: justify"><FONT STYLE="font-size: 10pt">the increased consolidation of contributors to the bitcoin blockchain through mining pools; </FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="font-size: 10pt; text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="font-size: 10pt; text-align: left"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="font-size: 10pt; text-align: justify"><FONT STYLE="font-size: 10pt">the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies; </FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="font-size: 10pt; text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="font-size: 10pt; text-align: left"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="font-size: 10pt; text-align: justify"><FONT STYLE="font-size: 10pt">the use of the networks supporting cryptocurrencies for developing smart contracts and distributed applications; </FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="font-size: 10pt; text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="font-size: 10pt; text-align: left"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="font-size: 10pt; text-align: justify"><FONT STYLE="font-size: 10pt">general economic conditions and the regulatory environment relating to cryptocurrencies; and </FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="font-size: 10pt; text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="font-size: 10pt; text-align: left"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="font-size: 10pt; text-align: justify"><FONT STYLE="font-size: 10pt">negative consumer sentiment and perception of bitcoin specifically and cryptocurrencies generally. </FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 cryptocurrencies
  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"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Banks and financial institutions may not
  provide banking services, or may cut off services, to businesses that engage in bitcoin-related activities or that accept cryptocurrencies
  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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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. Similarly, a number of companies and individuals or businesses associated with cryptocurrencies 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 cryptocurrencies 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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 cryptocurrencies as a payment system, harm public perception of cryptocurrencies and decrease their usefulness.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The usefulness of cryptocurrencies as a payment
  system and the public perception of cryptocurrencies 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 cryptocurrencies 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"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>We may face risks of Internet disruptions,
  which could have an adverse effect on the price of cryptocurrencies.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">A disruption of the Internet may affect the use
  of cryptocurrencies and subsequently the value of our securities. Generally, cryptocurrencies and our business of mining cryptocurrencies
  is dependent upon the Internet. A significant disruption in Internet connectivity could disrupt a currency&rsquo;s network operations
  until the disruption is resolved and have an adverse effect on the price of cryptocurrencies and our ability to mine cryptocurrencies.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>The impact of geopolitical and economic
  events on the supply and demand for cryptocurrencies is uncertain.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Geopolitical crises may motivate large-scale purchases
  of bitcoin and other cryptocurrencies, which could increase the price of bitcoin and other cryptocurrencies 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 cryptocurrencies 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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As an alternative to fiat currencies that are
  backed by central governments, cryptocurrencies, 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 may motivate large-scale acquisitions or sales of cryptocurrencies 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 cryptocurrencies 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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 cryptocurrency
  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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 cryptocurrencies, the value of our ordinary shares may be adversely affected.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I></I></B></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>There is a lack of liquid markets for cryptocurrencies,
  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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Cryptocurrencies 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. 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 cryptocurrencies 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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Our operations, investment strategies and
  profitability may be adversely affected by competition from other methods of investing in cryptocurrencies.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We compete with other users and/or companies that
  are mining cryptocurrencies and other potential financial vehicles, including securities backed by or linked to cryptocurrencies 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 cryptocurrencies 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 cryptocurrencies 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"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 cryptocurrencies 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"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Our bitcoins 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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">There is a risk that some or all of our bitcoins
  could be lost or stolen. Cryptocurrencies are stored in bitcoin sites 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 bitcoin 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. 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 all of our cryptocurrencies in cold storage 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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Hackers or malicious actors may launch attacks
  to steal, compromise or secure cryptocurrencies, such as by attacking the bitcoin network source code, exchange miners, third-party platforms,
  cold and hot storage locations or software, or by other means. We may be in control and possession of one of the more substantial holdings
  of bitcoins. 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 bitcoin holdings
  or the holdings of others 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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Cryptocurrencies 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 cryptocurrencies 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 cryptocurrencies 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"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">At present, the Company is evaluating several
  third-party custodial 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 bitcoin 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-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Bitcoin transactions are irrevocable and stolen
  or incorrectly transferred cryptocurrencies 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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Bitcoin transactions are not, from an administrative
  perspective, reversible without the consent and active participation of the recipient of the cryptocurrencies 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 Chain Analysis
  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 cryptocurrencies 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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B><I>Our reliance primarily on a few models of miners may subject
  our operations to increased risk of mine failure.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The performance and reliability of our miners
  and our technology is critical to our reputation and our operations. Because we currently use MicroBT, Bitmain and Innosilicon 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, Bitmain and Innosilicon miners affects all our miners, if a
  defect other flaw is exploited, our entire mine 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-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 cyber-attack, 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-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Cryptocurrencies 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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Cryptocurrencies 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 cryptocurrencies is essential to the widespread acceptance of cryptocurrencies 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,
  cryptocurrencies 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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>The price of cryptocurrencies may be affected
  by the sale of such cryptocurrencies by other vehicles investing in cryptocurrencies or tracking bitcoin markets.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 cryptocurrencies 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 cryptocurrencies or tracking bitcoin markets
  form and come to represent a significant proportion of the demand for cryptocurrencies, large redemptions of the securities of those vehicles
  and the subsequent sale of cryptocurrencies 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 cryptocurrencies 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"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Our mining operations can only be successful and
  ultimately profitable if the costs, including hardware and electricity costs, associated with mining cryptocurrencies 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. To date, we have purchased second-hand miners from third parties.
  The degradation of our miners will require us to, over time, replace those miners which are no longer functional. Additionally, as the
  technology evolves, we may be required to acquire newer models of miners to remain competitive in the market. Reports have been released
  which indicate that miner manufacturer or seller adjusts the prices of its 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. The global reliance on China as a main supplier
  of bitcoin miners has been called into question 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-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>The bitcoin for which we mine, is subject
  to halving; the bitcoin reward for successfully uncovering a block will halve several times in the future and their 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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Halving is a process designed to control the overall
  supply and reduce the risk of inflation in cryptocurrencies 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 process will reoccur until the
  total amount of bitcoin currency rewards issued reaches 21 million, which is expected around 2140. 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 percent of the processing power active on a blockchain, potentially permitting such actor or botnet to manipulate a blockchain in
  a manner that adversely affects 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 cryptocurrencies 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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>The impact of social media and influencers
  on the price for cryptocurrencies is uncertain.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 a 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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 cryptocurrencies, 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-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The protocol pursuant to which transactions are
  confirmed automatically on the bitcoin blockchain through mining is known as proof of work. Proof of stake is an alternative method in
  validating cryptocurrency transactions. Should the bitcoin algorithm shift from a proof of work validation method to a proof of stake
  method, mining would require 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 form this as a result, and may be negatively impacted if a switch to proof of stake validation
  were to occur. 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 cryptocurrencies 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-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I></I></B></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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 cryptocurrencies.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>If a malicious actor or botnet obtains control
  of more than 50% of the processing power on a bitcoin network, 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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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, it may be able to alter blockchains on which transactions of bitcoin 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 could not generate new units or transactions using such control. The
  malicious actor could &ldquo;double-spend&rdquo; its own bitcoin (i.e., spend the same bitcoin 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
  does not yield its control of the processing power on the network or the bitcoin community does 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 cryptocurrencies may be compromised but is only an example.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Although there are no known reports of malicious
  activity or control of blockchains achieved through controlling over 50% of the processing power on the network, it is believed that certain
  mining pools may have exceeded the 50% threshold in bitcoin. The possible crossing of the 50% threshold indicates a greater risk that
  a single mining pool could exert authority over the validation of bitcoin transactions. To the extent that the bitcoin ecosystem, and
  the administrators of mining pools, do not act to ensure greater decentralization of bitcoin 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 50% mining pool and thereby gain control of 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, 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 cryptocurrencies 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"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B><I></I></B></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The operation of a bitcoin or other bitcoin 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. According
  to PRC Provisions on Supply and Use of Electricity (revised in 2019), excessive use of electricity or failure to use electricity in accordance
  with the contract may result in stop of the power supply. Additionally, our miners could be materially adversely affected by a power outage.
  PRC Electricity Law forbids users to build power plants without permission of Electric Department of the State Council. Given the power
  requirement, it would not be feasible to run miners on back-up power generators or purchase power from personal power plants in the event
  of a government restriction on electricity or a power outage.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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.<B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Competitive conditions within the bitcoin 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 bitcoin 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"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Risks Related to United States Government Regulation</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><I>&nbsp;</I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify"><I>&nbsp;</I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 cryptocurrency transmission businesses, as well as those
  governing data privacy, data governance, data protection, cybersecurity, 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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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, cryptocurrency 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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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&nbsp;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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 cryptocurrency mining machines,
  as well the environmental impact of mining for the rare earth metals used in the production of mining servers, the cryptocurrency 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. United States 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 cryptocurrency 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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 is a highly complex, fact-driven analysis that may evolve over time, and
  the outcome is difficult to predict. 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 Ethereum
  are the only digital assets which senior officials at the SEC have publicly stated are unlikely to be considered securities. If a digital
  asset is determined or asserted to be a security, it is likely to become difficult or impossible for the digital asset 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 asset is likely to significantly impact its liquidity and market participants&rsquo; ability
  to convert the digital asset into U.S. dollars.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 &rdquo; 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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The classification of a digital asset as a security
  under 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 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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 foreign jurisdiction, or in a proceeding in a court of law or otherwise, it may have adverse
  consequences for such cryptocurrency. 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 cryptocurrency to be traded, cleared, and custodied as compared to other cryptocurrencies that are not considered to be securities.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B><I>Passage of H.R. 3684 known as 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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On August 10, 2021, the United States Senate (the
  &ldquo;Senate&rdquo;) voted 69-30 to pass 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; in a way
  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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 cryptocurrency 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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">There can be no assurance that the Infrastructure
  Act will be passed in its current form, if at all. The Company is therefore unable to determine, with any degree of certainty, how it
  will comply if enacted, what the costs of compliance will be, and/or the risks of non-compliance. Prior to becoming law, the Infrastructure
  Act has to pass the United States House of Representatives (the &ldquo;House&rdquo;) and then be signed by the President of the United
  States (the &ldquo;President&rdquo;). If the House version modifies the Senate version, the legislation needs to be reconciled through
  a temporary bicameral conference committee established to resolve the differences between the two versions of the legislation. Then the
  House and Senate must pass the final version of the legislation prior to the legislation being sent to the President. There can be no
  assurance that prior to the President signing the final version of the Infrastructure Act, Section 80603 will be modified with limiting
  language that provides protection to the cryptocurrency industry.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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, 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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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, 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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">To the extent that our activities cause us to
  be deemed an 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.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">To the extent that our activities cause us to
  be deemed a &ldquo;money transmitter&rdquo; (&ldquo;MT&rdquo;) or equivalent designation, under state law in any state in which we operate
  (currently, Nebraska, Georgia and Texas), 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 anti-money laundering 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
  U.S. 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-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Because there has been limited precedent
  set for financial accounting of bitcoin and other bitcoin assets, the determination that we have made for how to account for bitcoin assets
  transactions may be subject to change.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Because there has been limited precedent set for
  the financial accounting of cryptocurrencies 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 transactions and assets 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 cryptocurrencies 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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Risks Related to Canadian Government Regulations</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>The Alberta Utilities Commission (&ldquo;AUC&rdquo;)
  and AUC&rsquo;s Decision 26379-D02-2021 may have a potential negative impact on our business and financial condition. </I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Alberta Utilities Commission (&ldquo;AUC&rdquo;)
  is the Province of Alberta&rsquo;s electric generation regulatory agency. AUC regulates and oversees the development of and generation
  of electricity under the Hydro and Electric Act (the &ldquo;Act&rdquo;). AUC ensures that proposed electric generation activities are
  in the public interest while considering related environmental and social issues. As such, AUC must approve all cryptocurrency miners
  seeking to develop their own electric generation in Alberta, unless their operations are exempt.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">AUC requires a formal application and approval
  for all generation plants over 10 MW. An application to AUC is not required when all of the following criteria are met:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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"><FONT STYLE="font-size: 10pt">1.</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">The power generation capacity is less than 10 megawatts;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD><FONT STYLE="font-size: 10pt">2.</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">The operator generates electricity solely for their own use;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD><FONT STYLE="font-size: 10pt">3.</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">No person is directly and adversely affected by the powerplant;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD><FONT STYLE="font-size: 10pt">4.</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">The powerplant complies with the AUC noise control rules; and</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD><FONT STYLE="font-size: 10pt">5.</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">There is no adverse effect on the environment.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.25in; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Bit Digital is not seeking their own electric
  generation plant in Alberta. Instead, Bit Digital entered into a Master Service Agreement (&ldquo;MSA&rdquo;) with Link Global Technologies
  (&ldquo;Link Global&rdquo;). Link Global will provide electrical power to Bit Digital. However, AUC&rsquo;s requirements are still pertinent
  to Bit Digital&rsquo;s operation.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Link Global recently established power generation
  facilities in Alberta aggregating less than 10 megawatts; believing all five aforementioned criteria were met, Link Global did not obtain
  formal approval from AUC. Link Global sold energy at their plants to Block One, a bitcoin mining company, under a Master Service Agreement.
  Block One owned their own bitcoin mining equipment.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Following noise complaints from residential homes
  adjacent to Link Global&rsquo; s plants, the AUC&rsquo;s enforcement staff initiated an investigation. Following the investigation, AUC
  enforcement staff alleged that Link Global was not generating electricity for its own use.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">AUC&rsquo;s Decision 26379-D02-2021 (the &ldquo;Decision&rdquo;)
  analyzes criteria #2 &ldquo;the operator generates electricity solely for their own use.&rdquo; Section 13 of the Act provides that the
  requirement that a person obtain approval from the AUC to operate a power plant does &ldquo;not apply to a person generating or proposing
  to generate energy solely for the person&rsquo;s own use.&rdquo; The Act defines a person as a municipal corporation or other corporation.
  AUC found that the definition of &ldquo;person&rdquo; in the Act did not extend to a partnership or joint venture arrangement. AUC concluded
  that Link Global was not generating electricity for its own use.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Following the Decision, Block One transferred
  its ownership of the cryptocurrency processing facilities to Link Global. Following the transfer, Link Global&rsquo; s exclusive ownership
  met the own use definition of Section 13 of the Act.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">AUC&rsquo;s narrow interpretation of the definition
  of own use and the conclusion that it was not the intention of the legislature to extend the meaning of own use to separate corporate
  entities may require Bit Digital to revise its MSA and transfer ownership of assets to Link Global, while AUC&rsquo;s broad regulatory
  and enforcement mechanisms, may create additional risk.<B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B><I>We are subject to Canadian restrictions on export.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Under Canadian law, we cannot export, re-export,
  transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside Canada in connection
  with an Agreement with Link Global without first complying with all export control laws and regulations which may be imposed by applicable
  governmental authorities of any country or organization of nations within whose jurisdiction we operate or do business.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Risks Involving Intellectual Property</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 cryptocurrency 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 cryptocurrency 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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I></I></B></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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. See &ldquo;Business-Intellectual Property&rdquo; and &ldquo;Regulation&mdash;Regulation on Intellectual Property Rights&rdquo;
  in our Annual Report on Form 20-F for the year ended December 31, 2020. 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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Risks Related to Our Ordinary Shares</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 cryptocurrencies 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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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-align: justify">&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">actual or anticipated fluctuations in our financial condition and operating results or those of companies perceived to be similar to us;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-align: justify"><FONT STYLE="font-size: 10pt">actual or anticipated changes in our growth rate relative to our competitors;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-align: justify"><FONT STYLE="font-size: 10pt">commercial success and market acceptance of blockchain and bitcoin and other cryptocurrencies;</FONT></TD></TR>
  </TABLE>
  
  <P STYLE="margin: 0">&nbsp;</P>
  
  <P STYLE="margin: 0"></P>
  
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  <P STYLE="margin: 0">&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="text-align: left; width: 0.25in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">actions by our competitors, such as new business initiatives, acquisitions and divestitures;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-align: justify"><FONT STYLE="font-size: 10pt">strategic transactions undertaken by us;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-align: justify"><FONT STYLE="font-size: 10pt">additions or departures of key personnel;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-align: justify"><FONT STYLE="font-size: 10pt">prevailing economic conditions;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-align: justify"><FONT STYLE="font-size: 10pt">disputes concerning our intellectual property or other proprietary rights;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-align: justify"><FONT STYLE="font-size: 10pt">sales of our ordinary shares by our officers, directors or significant shareholders;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-align: justify"><FONT STYLE="font-size: 10pt">other actions taken by our shareholders;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-align: justify"><FONT STYLE="font-size: 10pt">future sales or issuances of equity or debt securities by us;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-align: justify"><FONT STYLE="font-size: 10pt">business disruptions caused by earthquakes, tornadoes or other natural disasters;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-align: justify"><FONT STYLE="font-size: 10pt">issuance of new or changed securities analysts&rsquo; reports or recommendations regarding us;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-align: justify"><FONT STYLE="font-size: 10pt">legal proceedings involving our company, our industry or both;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-align: justify"><FONT STYLE="font-size: 10pt">changes in market valuations of companies similar to ours;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-align: justify"><FONT STYLE="font-size: 10pt">the prospects of the industry in which we operate;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-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>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-align: justify"><FONT STYLE="font-size: 10pt">the level of short interest in our shares; and</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-align: justify"><FONT STYLE="font-size: 10pt">other risks, uncertainties and factors described in our Annual Report on Form 20-F.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 Item 4 - &ldquo;Information
  on the Company - Legal Proceedings&rdquo; in our Annual Report on Form 20-F for the year ending December 31, 2020 and the risk factor
  below titled &ldquo;We are defendants in securities class action litigation which could result in substantial costs and liabilities for
  the Company.&rdquo; We, and some of our current and former officers and directors, have been named as parties to various lawsuits arising
  out of, or related to, allegedly false and misleading statements made in prior securities filings, and those lawsuits could adversely
  affect us, require significant management time and attention, result in significant legal expenses or damages, and cause our business,
  financial condition, results of operations and cash flows to suffer.&rdquo;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 72% of the voting power of our outstanding shares as of October 25, 2021 or approximately 42% of all
  votes cast. 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 also 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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 in November 2019, so we were not in compliance with
  Nasdaq&rsquo;s rules for listing standards. Although we regained compliance, 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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 in 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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>We are defendants in securities class actions
  litigation which could result in substantial costs and liabilities for the Company.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 <U>Anthony Pauwels v. Bit Digital, Inc.,
  Min Hu and Erke Huang</U> (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 8, 2021, a period of volatility in our shares, as well as volatility
  in the price of bitcoin. We believe the complaints are based solely upon a research article issued on January 11, 2021, which included
  false claims and to which the Company responded in a press release filed on Form 6-K on January 19, 2021. On April 29, 2021, the Court
  consolidated several related cases under the caption <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 upon the January 11, 2021 research article and included additional information concerning our previously
  discontinued peer to peer lending business. While the outcome is uncertain at this early point in time, we intend to seek dismissal of
  the lawsuit and will vigorously defend the action.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><FONT STYLE="text-transform: uppercase">&nbsp;</FONT></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B><I>We have not paid 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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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. 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.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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 United
  States courts.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 United States 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 United States securities laws. It may be difficult for a shareholder to seek recognition and/or enforce against us 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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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. See &ldquo;Description of Share Capital &ndash;
  Provisions in Corporate Law&rdquo; below.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We are currently a foreign private issuer within
  the meaning of the rules under the Exchange Act and expect to remain as such through at least 2021. 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-align: justify">&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>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-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>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-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>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-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>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-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;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-align: justify"><FONT STYLE="font-size: 10pt">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.</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-align: justify"><FONT STYLE="font-size: 10pt">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.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>We are an &ldquo;emerging growth company&rdquo;
  within the meaning of the Securities Act, and we take advantage of certain exemptions from disclosure requirements available to emerging
  growth companies, which could make it more difficult to compare our performance with other public companies and make our ordinary shares
  less attractive to investors.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We are an &ldquo;emerging growth company&rdquo;
  within the meaning of the Securities Act, as modified by the JOBS Act. Section 102(b)(1) of the JOBS Act exempts emerging growth companies
  from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not
  had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act)
  are required to comply with the new or revised financial accounting standards. We have elected to take advantage of certain exemptions
  from various reporting requirements that are applicable to other public companies that are not &ldquo;emerging growth companies&rdquo;,
  including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley
  Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and 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. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the
  requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt
  out of such extended transition period, which means that, when a financial accounting standard is issued or revised and it has different
  application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time
  private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company
  that is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period
  difficult or impossible because of the potential differences in accountant standards used. Because of these lessened regulatory requirements,
  our shareholders are left without information or rights available to shareholders of more mature companies. If some investors find our
  ordinary shares less attractive as a result, there may be a less active trading market for our ordinary shares, and our share price may
  be more volatile.&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B><I></I></B></P>
  
  <!-- Field: Page; Sequence: 57; Value: 1 -->
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>We incur significant costs as a result of
  being a public company and will continue to do so in the future, particularly after we cease to qualify as an &ldquo;emerging growth company.&rdquo;</I></B>&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 are an &ldquo;emerging growth company,&rdquo;
  as set forth above, and will remain an emerging growth company until 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. If we are no longer an emerging growth company, we will 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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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-align: justify">&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">at least 75% of our gross income for the year is passive income; or</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-align: justify"><FONT STYLE="font-size: 10pt">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%.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Whether we are a PFIC for 2021 or any future taxable
  year is uncertain because, among other things, the treatment of cryptocurrency 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 circumstances.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><A NAME="a_007"></A><B>SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
  <!-- Field: Page; Sequence: 58; Value: 1 -->
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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"><B></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><A NAME="a_008"></A><B>ENFORCEABILITY OF CIVIL LIABILITIES</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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">&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">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-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-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-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-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-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-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-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-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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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">&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"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="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>&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Ogier, 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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
  <!-- Field: Page; Sequence: 59; Value: 1 -->
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      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Ogier has informed us that it is uncertain whether
  the courts of the Cayman Islands will allow shareholders of our Company to originate actions in the Cayman Islands based upon securities
  laws of the United States. In addition, there is uncertainty with regard to Cayman Islands law related to whether a judgment obtained
  from the U.S. courts under civil liability provisions of U.S. securities laws will be determined by the courts of the Cayman Islands as
  penal or punitive in nature. If such a determination is made, the courts of the Cayman Islands will not recognize or enforce the judgment
  against a Cayman Islands company, such as our Company. As the courts of the Cayman Islands have yet to rule on making such a determination
  in relation to judgments obtained from U.S. courts under civil liability provisions of U.S. securities laws, it is uncertain whether such
  judgments would be enforceable in the Cayman Islands. Ogier has further advised us that the courts of the Cayman Islands would recognize
  as a valid judgment a final and conclusive judgment in personam obtained in the federal or state courts in the United States, provided
  it is 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), under which a sum of money is payable (other than a
  sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty)
  or, in certain circumstances, an in personam judgment for non-monetary relief, and would give a judgment based thereon provided that:
  (a)&nbsp;such courts had proper jurisdiction over the parties subject to such judgment; (b)&nbsp;such courts did not contravene the rules
  of natural justice of the Cayman Islands; (c)&nbsp;such judgment was not obtained by fraud; (d)&nbsp;the enforcement of the judgment would
  not be contrary to the public policy of the Cayman Islands; (e)&nbsp;no new admissible evidence relevant to the action is submitted prior
  to the rendering of the judgment by the courts of the Cayman Islands; and (f)&nbsp;there is due compliance with the correct procedures
  under the laws of the Cayman Islands.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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"><A NAME="a_009"></A>USE OF PROCEEDS</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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">&nbsp;</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center"><A NAME="a_010"></A>SELLING SECURITYHOLDERS</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 listed below (the
  &ldquo;Selling Securityholders&rdquo;). 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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
  <!-- Field: Page; Sequence: 60; Value: 1 -->
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      <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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following table sets forth, with respect to
  each Selling Securityholder, based upon information available to us as of October 25, 2021, 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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></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="border-bottom: Black 1.5pt solid; font-weight: bold; font-variant: small-caps; text-align: left">Selling Securityholder</TD><TD STYLE="font-weight: bold; font-variant: small-caps; padding-bottom: 1.5pt">&nbsp;</TD>
      <TD COLSPAN="2" STYLE="font-weight: bold; font-variant: small-caps; text-align: center; border-bottom: Black 1.5pt solid">Shares Owned Prior to the Sale (1)</TD><TD STYLE="padding-bottom: 1.5pt; font-weight: bold; font-variant: small-caps">&nbsp;</TD><TD STYLE="font-weight: bold; font-variant: small-caps; padding-bottom: 1.5pt">&nbsp;</TD>
      <TD COLSPAN="2" STYLE="font-weight: bold; font-variant: small-caps; text-align: center; border-bottom: Black 1.5pt solid">Percentage of Shares Owned Prior to the Sale</TD><TD STYLE="padding-bottom: 1.5pt; font-weight: bold; font-variant: small-caps">&nbsp;</TD><TD STYLE="font-weight: bold; font-variant: small-caps; padding-bottom: 1.5pt">&nbsp;</TD>
      <TD COLSPAN="2" STYLE="font-weight: bold; font-variant: small-caps; text-align: center; border-bottom: Black 1.5pt solid">Shares Registered</TD><TD STYLE="padding-bottom: 1.5pt; font-weight: bold; font-variant: small-caps">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
      <TD STYLE="width: 64%">NONE</TD><TD STYLE="width: 1%">&nbsp;</TD>
      <TD STYLE="width: 1%; text-align: left">&nbsp;</TD><TD STYLE="width: 9%; text-align: right">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD><TD STYLE="width: 1%; text-align: left">&nbsp;</TD><TD STYLE="width: 1%">&nbsp;</TD>
      <TD STYLE="width: 1%; text-align: left">&nbsp;</TD><TD STYLE="width: 9%; text-align: right">*</TD><TD STYLE="width: 1%; text-align: left">&nbsp;</TD><TD STYLE="width: 1%">&nbsp;</TD>
      <TD STYLE="width: 1%; text-align: left">&nbsp;</TD><TD STYLE="width: 9%; text-align: right">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD><TD STYLE="width: 1%; text-align: left">&nbsp;</TD></TR>
    </TABLE>
  
  
  <P STYLE="margin-top: 0; margin-bottom: 0">&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: 0%"></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>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 0.25in">(1)</TD><TD STYLE="text-align: justify">Based on 69,308,086 ordinary shares issued and outstanding as of October 25, 2021 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="margin-top: 0pt; margin-bottom: 0pt; font: 10pt Times New Roman, Times, Serif">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 27.35pt; text-indent: -27.35pt"></P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center"><A NAME="a_011"></A>PLAN OF DISTRIBUTION</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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">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-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-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-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-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-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-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-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>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="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-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-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-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-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-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-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-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>
  </TABLE>
  
  <P STYLE="margin: 0">&nbsp;</P>
  
  <P STYLE="margin: 0"></P>
  
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  <P STYLE="margin: 0">&nbsp;</P>
  
  <P STYLE="margin: 0"></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-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-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-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">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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In addition to any such number of shares sold
  hereunder, a Selling Securityholder may, at the same time, sell any share of common stock, 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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 stockholder
  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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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. Neither we nor Ionic can 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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We have advised each Selling Securityholder that
  it may not use shares registered on this registration statement to cover short sales of common stock 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 common stock, 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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 common stock. 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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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">&nbsp;</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center"><A NAME="a_012"></A>DESCRIPTION OF
  SECURITIES TO BE REGISTERED</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 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 US$3,500,000.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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
  October 25, 2021, there were 69,308,086 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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center"><A NAME="a_013"></A>INTEREST OF NAMED
  EXPERTS AND COUNSEL.</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">There are no interests of named experts and counsel.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center"><A NAME="a_014"></A>DISCLOSURE OF COMMISSION
  POSITION ON INDEMNIFICATION<BR>
  FOR SECURITIES ACT LIABILITIES</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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">&nbsp;</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center"><A NAME="a_015"></A>EXEMPTION FROM
  REGISTRATION CLAIMED</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Exemption from registration pursuant to Section
  4(a)(2) of the Securities Act is claimed for the issuance of Restricted Stock Units awarded to officers of the Company under the Plan.
  See &ldquo;Selling Securityholders.&rdquo;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center"><A NAME="a_016"></A>Material changes</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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">&nbsp;</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center"><A NAME="a_017"></A>LEGAL MATTERS</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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, our counsel as to Cayman
  Islands law.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center"><A NAME="a_018"></A>EXPERTS</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Our consolidated financial statements for the
  fiscal year ended December 31, 2020 have been incorporated by reference in this Prospectus and in this Registration Statement in reliance
  upon the report of Audit Alliance LLP and for the fiscal year ended December 31, 2019, upon the report of JLKZ CPA LLP, independent registered
  public accounting firm, on their 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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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-align: justify">&nbsp;</P>
  
  
  <!-- Field: Page; Sequence: 64; Value: 1 -->
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>PART II</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>INFORMATION REQUIRED IN THE</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>REGISTRATION STATEMENT</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: left"><B>Item
  3. Incorporation of Documents by Reference</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-size: 8pt"></FONT></P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; 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">Bit Digital&rsquo;s Proxy Statement on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390021020689/f6k0421_bitdigital.htm" STYLE="-sec-extract: exhibit">Form 6-K</A> filed with the SEC on April 7, 2021.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; 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">Bit Digital&rsquo;s Annual Report on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390021018773/f20f2020_bitdigitalinc.htm" STYLE="-sec-extract: exhibit">Form 20-F</A> for the year ended December 31, 2020, filed with the SEC
  on March 30, 2021.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; 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">Bit Digital&rsquo;s Report on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390021019494/ea138838-6k_bitdigital.htm" STYLE="-sec-extract: exhibit">Form 6-K</A> for April 2021 filed with the SEC on April 1, 2021.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in">(4)</TD><TD STYLE="text-align: justify">Bit Digital&rsquo;s Report on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390021019815/ea138907-6k_bitdigital.htm" STYLE="-sec-extract: exhibit">Form 6-K</A> for April 2021 filed with the SEC on April 2, 2021.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in">(5)</TD><TD STYLE="text-align: justify">Bit Digital&rsquo;s Report on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390021022806/ea139875-6k_bitdigital.htm" STYLE="-sec-extract: exhibit">Form 6-K</A> for April 2021 filed with the SEC on April 26, 2021.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in">(6)</TD><TD STYLE="text-align: justify">Bit Digital&rsquo;s Report on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390021024783/ea140335-6k_bitdigital.htm" STYLE="-sec-extract: exhibit">Form 6-K</A> for the quarter ended March 31, 2021 filed with the SEC on May 6, 2021.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in">(7)</TD><TD STYLE="text-align: justify">Bit Digital&rsquo;s Report on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390021027655/ea141235-6k_bitdigital.htm" STYLE="-sec-extract: exhibit">Form 6-K</A> for May 2021 filed with the SEC on May 18, 2021.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in">(8)</TD><TD STYLE="text-align: justify">Bit Digital&rsquo;s Report on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390021029550/ea141778-6k_bitdigital.htm" STYLE="-sec-extract: exhibit">Form 6-K</A> for May 2021 filed with the SEC on May 27, 2021.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in">(9)</TD><TD STYLE="text-align: justify">Bit Digital&rsquo;s Report on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390021031401/ea142402-6k_bitdigital.htm" STYLE="-sec-extract: exhibit">Form 6-K</A> for June 2021 filed with the SEC on June 8, 2021.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in">(10)</TD><TD STYLE="text-align: justify">Bit Digital&rsquo;s Report on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390021036626/ea144118-6k_bitdigi.htm" STYLE="-sec-extract: exhibit">Form 6-K</A> for July 2021 filed with the SEC on July 13, 2021.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in">(11)</TD><TD STYLE="text-align: justify">Bit Digital&rsquo;s Report on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390021036962/ea144234-6k_bitdigital.htm" STYLE="-sec-extract: exhibit">Form 6-K</A> for July 2021 filed with the SEC on July 15, 2021.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in">(12)</TD><TD STYLE="text-align: justify">Bit Digital&rsquo;s Proxy Statement on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390021042681/ea145834-6k_bitdigital.htm" STYLE="-sec-extract: exhibit">Form 6-K</A> for August 2021 filed with the SEC on August 16, 2021.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in">(13)</TD><TD STYLE="text-align: justify">Bit Digital&rsquo;s Report on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390021044072/ea145539-6k_bitdigital.htm" STYLE="-sec-extract: exhibit">Form 6-K</A> for the six months ended June 30, 2021 filed with the SEC on August
  20, 2021.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in">(14)</TD><TD STYLE="text-align: justify">Bit Digital&rsquo;s Report on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390021045773/ea146681-6k_bitdigitalinc.htm" STYLE="-sec-extract: exhibit">Form 6-K</A> for August 2021 filed with the SEC on August 31, 2021.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in">(15)</TD><TD STYLE="text-align: justify">Bit Digital&rsquo;s Report on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390021047317/ea147136-6k_bigdigital.htm" STYLE="-sec-extract: exhibit">Form 6-K</A> for September 2021 filed with the SEC on September 10, 2021.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in">(16)</TD><TD STYLE="text-align: justify">Bit Digital&rsquo;s Report on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390021047565/ea147181-6k_bitdigital.htm" STYLE="-sec-extract: exhibit">Form 6-K</A> for September 2021 filed with the SEC on September 13, 2021.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in">(17)</TD><TD STYLE="text-align: justify">Bit Digital&rsquo;s Report on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390021050503/ea148105-6k_bitdigitalinc.htm" STYLE="-sec-extract: exhibit">Form 6-K</A> for September 2021 filed with the SEC on September 29, 2021.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in">(18)</TD><TD STYLE="text-align: justify">Bit Digital&rsquo;s Report on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390021050743/ea148168-6k_bitdigitalinc.htm" STYLE="-sec-extract: exhibit">Form 6-K</A> for September 2021 filed with the SEC on September 30, 2021.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in">(19)</TD><TD STYLE="text-align: justify">Bit Digital&rsquo;s Report on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390021052159/ea148611-6k_bitdigital.htm">Form 6-K</A> for October  2021 filed with the SEC on October 12, 2021.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in">(20)</TD><TD STYLE="text-align: justify">Bit Digital&rsquo;s Report on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390021053317/ea148949-6k_bitdigital.htm">Form 6-K</A> for October  2021 filed with the SEC on October 18, 2021.</TD></TR></TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.5in"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in">(21)</TD><TD STYLE="text-align: justify">The description of our ordinary shares contained in Bit Digital&rsquo;s Registration Statement on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390021014370/ea134675-f1_bitdigital.htm" STYLE="-sec-extract: exhibit">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"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P>
  
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"></P>
  
  <!-- Field: Page; Sequence: 65; Options: NewSection -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="text-align: center; font: normal 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-top: 0pt; margin-bottom: 0pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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"><B>Item 4. Description of Securities.</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Not applicable.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Item 5. Interests of Named Experts and Counsel.</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Not applicable.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Item 6. Indemnification of Directors and Officers.</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">(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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">(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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>
  
  <!-- Field: Page; Sequence: 66 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="text-align: center; font: normal 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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">(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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The indemnity agreements obligate the registrant
  to provide the maximum protection allowed under the BCL. 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">&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 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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">(b)<FONT STYLE="font-family: Times New Roman, Times, Serif">
  </FONT>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: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">(c)<FONT STYLE="font-family: Times New Roman, Times, Serif">
  </FONT>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: 0.5in">(d)<FONT STYLE="font-family: Times New Roman, Times, Serif">
  </FONT>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: 0.5in">(e)<FONT STYLE="font-family: Times New Roman, Times, Serif">
  </FONT>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: 0.5in">(f)<FONT STYLE="font-family: Times New Roman, Times, Serif">
  </FONT>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: 0.5in">(g)<FONT STYLE="font-family: Times New Roman, Times, Serif">  </FONT>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: 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: 67 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="text-align: center; font: normal 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; text-align: justify; text-indent: 35.5pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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; text-align: left"><B>Item
  7. Exemption from Registration Claimed.</B></P>
  
  <P STYLE="margin-top: 0pt; margin-bottom: 0pt; font: 10pt Times New Roman, Times, Serif">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0">Not applicable.</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; text-align: left"><B>Item 8. Exhibits</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
  <TD STYLE="border-bottom: Black 1.5pt solid"><B>Exhibit No</B></TD>
      <TD STYLE="padding-bottom: 1.5pt"><B>&nbsp;</B></TD><TD STYLE="border-bottom: Black 1.5pt solid"><B>Description</B></TD></TR>
                                                                                                                                            <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
  <TD STYLE="width: 9%">4.1</TD>
      <TD STYLE="width: 1%">&nbsp;</TD><TD STYLE="width: 90%"><A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390021042681/ea145834ex4-c_bitdigital.htm">2021 Second Omnibus Equity Incentive Plan with Form of Restricted Stock Award (1)</A></TD></TR>
  <TR STYLE="vertical-align: top; background-color: White">
  <TD>&nbsp;</TD>
      <TD>&nbsp;</TD><TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
  <TD>4.2</TD>
      <TD>&nbsp;</TD><TD><A HREF="ea149563ex4-2_bitdigital.htm">Form of Incentive Stock Option Agreement</A></TD></TR>
  <TR STYLE="vertical-align: top; background-color: White">
  <TD>&nbsp;</TD>
      <TD>&nbsp;</TD><TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
  <TD>4.3</TD>
      <TD>&nbsp;</TD><TD><A HREF="ea149563ex4-3_bitdigital.htm">Form of Non-Statutory Stock Option Agreement</A></TD></TR>
  <TR STYLE="vertical-align: top; background-color: White">
  <TD>&nbsp;</TD>
      <TD>&nbsp;</TD><TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
  <TD>5.1</TD>
      <TD>&nbsp;</TD><TD><A HREF="ea149563ex5-1_bitdigital.htm">Opinion of Ogier</A></TD></TR>
  <TR STYLE="vertical-align: top; background-color: White">
  <TD>&nbsp;</TD>
      <TD>&nbsp;</TD><TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
  <TD>23.1</TD>
      <TD>&nbsp;</TD><TD><A HREF="ea149563ex5-1_bitdigital.htm">Consent of Ogier (contained in the opinion at Exhibit 5.1)</A></TD></TR>
  <TR STYLE="vertical-align: top; background-color: White">
  <TD>&nbsp;</TD>
      <TD>&nbsp;</TD><TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
  <TD>23.2</TD>
      <TD>&nbsp;</TD><TD STYLE="text-align: justify"><A HREF="ea149563ex23-2_bitdigital.htm">Consent of Audit Alliance LLP</A></TD></TR>
  <TR STYLE="vertical-align: top; background-color: White">
  <TD>&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>23.3</TD>
      <TD>&nbsp;</TD><TD STYLE="text-align: justify"><A HREF="ea149563ex23-3_bitdigital.htm">Consent of JLKZ CPA LLC</A></TD></TR>
  <TR STYLE="vertical-align: top; background-color: White">
  <TD>&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>24.1</TD>
      <TD>&nbsp;</TD><TD><A HREF="#a_019">Power of attorney of officers and directors of the Registrant (included in page II-6)</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>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 0%"></TD><TD STYLE="width: 0.25in">(1)</TD><TD STYLE="text-align: justify">Incorporated by reference to the Registrant&rsquo;s Form 6-K filed with the SEC on August 16, 2021.</TD></TR></TABLE>
  
  <P STYLE="margin-top: 0; margin-bottom: 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: left"><B>Item
  9. Undertakings</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">(a) The
  undersigned registrant hereby undertakes:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: justify">(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 0.5in; text-align: justify">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; 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="margin-top: 0; margin-bottom: 0">&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="margin-top: 0; margin-bottom: 0">&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="margin-top: 0; margin-bottom: 0">&nbsp;</P>
  
  <P STYLE="margin-top: 0; margin-bottom: 0"></P>
  
  <!-- Field: Page; Sequence: 68 -->
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      <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="margin-top: 0; margin-bottom: 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: justify"><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 0.5in; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: justify">(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 0.5in; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: justify">(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 0.5in; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: justify">(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 0.5in; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: justify">(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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: justify">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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">(i) 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);</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">(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;</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">(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</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">(iv) Any
  other communication that is an offer in the offering made by the undersigned registrant to the purchaser.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">(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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">(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: left">&nbsp;</P>
  
  
  <!-- Field: Page; Sequence: 69 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="text-align: center; font: normal 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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B><A NAME="a_019"></A>SIGNATURES</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 October 29, 2021.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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>&nbsp;</TD>
      <TD COLSPAN="3"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>BIT DIGITAL, INC.</B></FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD COLSPAN="3">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">By:</FONT></TD>
      <TD COLSPAN="2" STYLE="border-bottom: Black 1.5pt solid"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">/s/
  Bryan Bullett</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 60%">&nbsp;</TD>
      <TD STYLE="width: 4%">&nbsp;</TD>
      <TD STYLE="width: 5%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">By:</FONT></TD>
      <TD STYLE="width: 31%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Bryan Bullett</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Title:</FONT></TD>
      <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Chief Executive Officer</FONT></TD></TR>
    </TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>KNOW ALL MEN BY THESE PRESENTS</B>, that each
  person whose signature appears below constitutes and appoints Bryan Bullett 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"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">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">&nbsp;</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; width: 32%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt"><B>SIGNATURE</B></FONT></TD>
      <TD STYLE="padding-bottom: 1.5pt; width: 1%">&nbsp;</TD>
      <TD STYLE="border-bottom: Black 1.5pt solid; text-align: center; width: 32%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt"><B>TITLE</B></FONT></TD>
      <TD STYLE="padding-bottom: 1.5pt; width: 1%">&nbsp;</TD>
      <TD STYLE="border-bottom: Black 1.5pt solid; text-align: center; width: 32%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt"><B>DATE</B></FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;</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 STYLE="border-bottom: Black 1.5pt solid"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">/s/
      Bryan Bullett</FONT></TD>
      <TD>&nbsp;</TD>
      <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Chief Executive Officer</FONT></TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">October 29,2021</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Bryan Bullett</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><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;</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 STYLE="border-bottom: Black 1.5pt solid"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">/s/
      Erke Huang</FONT></TD>
      <TD>&nbsp;</TD>
      <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Chief Financial Officer</FONT></TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">October 29,2021</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Erke Huang</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><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;</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 STYLE="border-bottom: Black 1.5pt solid"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">/s/
      Zhaohui Deng</FONT></TD>
      <TD>&nbsp;</TD>
      <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Director</FONT></TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">October 29,2021</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; 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><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;</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 STYLE="border-bottom: Black 1.5pt solid"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">/s/
      Erke Huang</FONT></TD>
      <TD>&nbsp;</TD>
      <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Director</FONT></TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">October 29,2021</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Erke Huang</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><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;</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 STYLE="border-bottom: Black 1.5pt solid"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">/s/
      Ichi Shih</FONT></TD>
      <TD>&nbsp;</TD>
      <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Director</FONT></TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">October 29,2021</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; 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><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;</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 STYLE="border-bottom: Black 1.5pt solid"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">/s/
      Yan Xiong</FONT></TD>
      <TD>&nbsp;</TD>
      <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Director</FONT></TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">October 29,2021</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Yan 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><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;</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 STYLE="border-bottom: Black 1.5pt solid">/s/ Min Hu</TD>
      <TD>&nbsp;</TD>
      <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Director</FONT></TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">October 29,2021</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Min Hu</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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"></P>
  
  <!-- Field: Page; Sequence: 70 -->
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      <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">&nbsp;</P>
  
  <P STYLE="text-align: center; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt">SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 October 29, 2021.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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-align: justify">&nbsp;</TD>
      <TD COLSPAN="2" STYLE="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-align: justify">&nbsp;</TD>
      <TD STYLE="width: 5%; text-align: justify">&nbsp;</TD>
      <TD STYLE="width: 35%; 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">By:</FONT></TD>
      <TD STYLE="border-bottom: black 1.5pt solid; text-align: justify"><FONT STYLE="font-size: 10pt"><I>&nbsp;/s/ </I>Bryan Bullett</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">Name:&nbsp;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">Bryan Bullett, CEO</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">Title:</FONT></TD>
      <TD STYLE="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">&nbsp;</P>
  
  
  <!-- Field: Page; Sequence: 71 -->
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      <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 0.6pt 0pt 0; text-align: center"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0.6pt 0pt 0; text-align: center"><B>BIT DIGITAL, INC.</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0.6pt 0pt 0; text-align: center"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0.6pt 0pt 0; text-align: center"><B>REGISTRATION STATEMENT ON FORM S-8,</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 3.5in 0pt 0; text-align: center"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0.6pt 0pt 0; text-align: center"><B>EXHIBIT INDEX</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 3.5in 0pt 0; text-align: center">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
  <TD STYLE="border-bottom: Black 1.5pt solid"><B>Exhibit<BR>
  Number</B></TD>
      <TD STYLE="padding-bottom: 1.5pt"><B>&nbsp;</B></TD><TD STYLE="border-bottom: Black 1.5pt solid; text-align: left; vertical-align: bottom"><B>Description</B></TD></TR>
                                                                                                                                            <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
  <TD STYLE="width: 9%">4.2</TD>
      <TD STYLE="width: 1%">&nbsp;</TD><TD STYLE="width: 90%"><A HREF="ea149563ex4-2_bitdigital.htm">Form of Incentive Stock Option Agreement</A></TD></TR>
  <TR STYLE="vertical-align: top; background-color: White">
  <TD>&nbsp;</TD>
      <TD>&nbsp;</TD><TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
  <TD>4.3</TD>
      <TD>&nbsp;</TD><TD><A HREF="ea149563ex4-3_bitdigital.htm">Form of Non-Statutory Stock Option Agreement</A></TD></TR>
  <TR STYLE="vertical-align: top; background-color: White">
  <TD>&nbsp;</TD>
      <TD>&nbsp;</TD><TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
  <TD>5.1</TD>
      <TD>&nbsp;</TD><TD><A HREF="ea149563ex5-1_bitdigital.htm">Opinion of Ogier</A></TD></TR>
  <TR STYLE="vertical-align: top; background-color: White">
  <TD>&nbsp;</TD>
      <TD>&nbsp;</TD><TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
  <TD>23.1</TD>
      <TD>&nbsp;</TD><TD><A HREF="ea149563ex5-1_bitdigital.htm">Consent of Ogier (contained in the opinion at Exhibit 5.1)</A></TD></TR>
  <TR STYLE="vertical-align: top; background-color: White">
  <TD>&nbsp;</TD>
      <TD>&nbsp;</TD><TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
  <TD>23.2</TD>
      <TD>&nbsp;</TD><TD STYLE="text-align: justify"><A HREF="ea149563ex23-2_bitdigital.htm">Consent of Audit Alliance LLP</A></TD></TR>
  <TR STYLE="vertical-align: top; background-color: White">
  <TD>&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>23.3</TD>
      <TD>&nbsp;</TD><TD STYLE="text-align: justify"><A HREF="ea149563ex23-3_bitdigital.htm">Consent of JLKZ CPA LLC</A></TD></TR>
  <TR STYLE="vertical-align: top; background-color: White">
  <TD>&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>24.1</TD>
      <TD>&nbsp;</TD><TD STYLE="text-align: justify"><A HREF="#a_019">Power of Attorney of officers and directors of the Registrant (included in signature page II-6)</A></TD></TR></TABLE>
  
  <P STYLE="text-align: center; margin-top: 0pt; margin-bottom: 0pt; font: 10pt Times New Roman, Times, Serif">&nbsp;</P>
  
  <P STYLE="text-align: center; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt">&nbsp;</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>
  
  <P STYLE="text-align: center; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"></P>
  
  <!-- Field: Rule-Page --><DIV STYLE="text-align: center; margin-top: 0; margin-bottom: 0; width: 100%"><DIV STYLE="text-align: center; font-size: 1pt; border-top: Black 1.5pt solid">&nbsp;</DIV></DIV><!-- Field: /Rule-Page -->
  
  <P STYLE="text-align: center; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt">&nbsp;</P>
  
  
  
  
  </BODY>
  </HTML>
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "ea149563-s8_bitdigital.htm", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 561073}]
metadata_filer: {"company-data": {"conformed-name": "Bit Digital, Inc", "cik": "0001710350", "assigned-sic": "6199", "irs-number": "000000000", "state-of-incorporation": "E9", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-260587", "film-number": "211362545"}, "business-address": {"street1": "33 IRVING PLACE", "city": "NEW YORK", "state": "NY", "zip": "10003", "phone": "1-347-328-3680"}, "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 October 29,
  2021
  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)
  2021 Second 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.
  ☐
  CALCULATION OF REGISTRATION FEE
  Title Of Securities To Be Registered
  Amount To Be Registered
  Proposed Maximum Offering Price Per Share
  Proposed Maximum Aggregate Offering Price
  Amount Of Registration Fee
  Ordinary Shares, $.01 par value
  5,000,000 (1)(2)(3)
  $9.66 (4)
  $
  48,300,000
  $
  4,477.41
  (1)
  Represents an aggregate of 5,000,000 ordinary shares issuable
  upon exercise of stock options, restricted stock awards, or otherwise granted, or to be granted pursuant to the Bit Digital, Inc. 2021
  Omnibus Equity Incentive Plan (the "Plan").
  (2)
  Pursuant to Rule 416, includes an indeterminable number of
  ordinary shares which may become issuable pursuant to the anti-dilution provisions of the Plan.
  (3)
  Any ordinary shares covered by an option or award granted
  under the Plan that is forfeited, canceled or expires (whether voluntarily or involuntarily) will be deemed not to have been issued for
  purposes of determining the maximum aggregate number of ordinary shares that may be issued under the Plan.
  (4)
  Estimated solely for the purpose of calculating the registration
  fee pursuant to Rule 457(h)(1) and Rule 457(c) based upon the last sale price of the Registrant's ordinary shares, as reported
  on the Nasdaq Capital Market on October 27, 2021.
  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 stock options, or restricted stock 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. No ordinary
  shares have been granted to date 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
  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 stockholders 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 2021 Second 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) (917) 512-4895. 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 2021 Second 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 October 28, 2021, the last reported sale price of our ordinary shares on the Nasdaq Capital
  Market was $10.05 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
  stock 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 stock 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 11 of this prospectus.
  The date of this prospectus is October 29, 2021
  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
  10
  RISK FACTORS
  11
  SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
  49
  ENFORCEABILITY OF CIVIL LIBERTIES
  50
  USE OF PROCEEDS
  51
  SELLING SECURITYHOLDERS
  51
  PLAN OF DISTRIBUTION
  52
  DESCRIPTION OF SECURITIES TO BE REGISTERED
  54
  INTEREST OF NAMED EXPERTS AND COUNSEL.
  55
  DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
  55
  EXEMPTION FROM REGISTRATION CLAIMED
  55
  MATERIAL CHANGES
  55
  LEGAL MATTERS
  55
  EXPERTS
  55
  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)
  Bit Digital's Proxy Statement on
  Form 6-K
  filed with the SEC on April 7, 2021.
  (2)
  Bit Digital's Annual Report on
  Form 20-F
  for the year ended December 31, 2020, filed with the SEC
  on March 30, 2021.
  (3)
  Bit Digital's Report on
  Form 6-K
  for April 2021 filed with the SEC on April 1, 2021.
  (4)
  Bit Digital's Report on
  Form 6-K
  for April 2021 filed with the SEC on April 2, 2021.
  (5)
  Bit Digital's Report on
  Form 6-K
  for April 2021 filed with the SEC on April 26, 2021.
  (6)
  Bit Digital's Report on
  Form 6-K
  for the quarter ended March 31, 2021 filed with the SEC on May 6, 2021.
  (7)
  Bit Digital's Report on
  Form 6-K
  for May 2021 filed with the SEC on May 18, 2021.
  (8)
  Bit Digital's Report on
  Form 6-K
  for May 2021 filed with the SEC on May 27, 2021.
  (9)
  Bit Digital's Report on
  Form 6-K
  for June 2021 filed with the SEC on June 8, 2021.
  (10)
  Bit Digital's Report on
  Form 6-K
  for July 2021 filed with the SEC on July 13, 2021.
  (11)
  Bit Digital's Report on
  Form 6-K
  for July 2021 filed with the SEC on July 15, 2021.
  (12)
  Bit Digital's Proxy Statement on
  Form 6-K
  for August 2021 filed with the SEC on August 16, 2021.
  (13)
  Bit Digital's Report on
  Form 6-K
  for the six months ended June 30, 2021 filed with the SEC on August
  20, 2021.
  (14)
  Bit Digital's Report on
  Form 6-K
  for August 2021 filed with the SEC on August 31, 2021.
  (15)
  Bit Digital's Report on
  Form 6-K
  for September 2021 filed with the SEC on September 10, 2021.
  (16)
  Bit Digital's Report on
  Form 6-K
  for September 2021 filed with the SEC on September 13, 2021.
  (17)
  Bit Digital's Report on
  Form 6-K
  for September 2021 filed with the SEC on September 29, 2021.
  (18)
  Bit Digital's Report on
  Form 6-K
  for September 2021 filed with the SEC on September 30, 2021.
  (19)
  Bit Digital's Report on
  Form 6-K
  for October 2021 filed with the SEC on October 12, 2021.
  (20)
  Bit Digital's Report on
  Form 6-K
  for October 2021 filed with the SEC on October 18, 2021.
  (21)
  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 (917) 512-4895.
  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 11. 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 and our operating entities in China; Bit Digital Singapore Pte Ltd.; Bit Digital U.S.A. Inc., a Delaware
  corporation, and our operating entity in the United States; Golden Bull USA, Inc., a non-operating New York corporation; and Bit Digital
  Canada, Inc., our operating entity in Canada..
  "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.
  This prospectus contains translations of Renminbi
  amounts into U.S. dollars at specified rates solely for the convenience of the reader. We make no representation that the Renminbi or
  U.S. dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars or Renminbi, as the case may
  be, at any particular rate or at all.
  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 Doing Business in China – Uncertainties in the
  interpretation and enforcement of Chinese laws and regulations could limit the legal protections available to us." The laws and
  the rules and regulations in China, including the interpretation and enforcement thereof, particularly concerning our prior mining operations
  in China, can change quickly with little, if any, advance notice; and the Chinese government may intervene or influence our operations
  at any time. Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or
  foreign investment in China-based Issuers could result in a material adverse change in our operations and/or the value of our securities
  or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value
  of such securities to significantly decline or be worthless. 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 are setting forth below 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"):
  ●
  We may be subject to penalties
  as a result of the Chinese government's suspension of our prior peer-to-peer lending business, as well as our doing business in
  Mainland China through Hong Kong Subsidiaries. The Company or its subsidiaries are required to establish a commercial entity under the
  PRC laws or register itself directly with the Chinese government as a foreign company from Chinese authorities to operate in China. Before
  the Company ceased operating its bitcoin mining business in China, the Company previously conducted that business in China through its
  Hong Kong subsidiary, which is deemed a foreign company. As a result of the Chinese ban on digital assets transactions, the Company has
  terminated the process to register a WFOE subsidiary in mainland China.  The Company's remaining ten (10) employees in
  China, including our Chief Financial Officer, are employed by Bit Digital Hong Kong Limited and five (5) of them are now working in Hong
  Kong.  Nevertheless, may be subject to fines and penalties for not previously registering to do business in China. See "Risk
  Factors - General Risks, - Risks Related to Doing Business in China - We may be subject to fines and penalties for not registering in
  China to do business" and "Changes in China's economic, political or social conditions or government policies could
  have a material adverse effect on our business and results of operations."
  1
  ●
  Our present corporate structure,
  which is not intended to change, is set forth as:
  ●
  Since we do not own or control
  any VIEs and do not intend to form a VIE and have no mining operations in China, we do not believe there is an adverse impact on our
  ability to conduct business in North America, to accept foreign investment or list on U.S. or other foreign exchange.
  ●
  Since we terminated our bitcoin
  mining operations in China in June 2021, and by September 30, 2021, have migrated previously warehoused miners out of China, our sole
  operations in China consist of: (i) ten (10) persons employed by the Company's Hong Kong subsidiary, Bit Digital Hong Kong
  Limited, in administration, half of whom work out of Hong Kong, including our Chief Financial Officer; and (ii) the deployment of our
  crypto assets by Bit Digital Strategies Limited.
  ●
  The Company is not covered
  by permission requirements from the Chinese Securities Regulatory Commission (the "CSRC") or the Cyberspace Administration
  of China (the "CAC"). No permissions have been requested or denied from Chinese authorities to operate and issue its securities
  to foreign investors.
  ●
  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.
  ●
  Since the Company has no subsidiaries
  in mainland China and has terminated the process to form one in mainland China, the Company is not subject to liquidity risks in mainland
  China.
  2
  Our Company
  Bit Digital is a bitcoin mining company with one
  of the highest operating hash rates (computing power) among all U.S. listed bitcoin miners. On June 24, 2021, the Company signed the Crypto
  Climate Accord, a private sector-led initiative to decarbonize the crypto and blockchain sectors. We are a sustainably-based generator
  of digital assets with large-sized mining operations in the United States and Canada. We owned 32,500 miners with a maximum hash rate
  of 1.92 EH/S as of June 30, 2021.
  As of June 30, 2021, we had 32,500 miners, with
  a total maximum hash rate of 1.92 EH/S, a decrease from 40,965 miners and 2.26 EH/s as of March 31, 2021. The reduction was due to the
  aforementioned sales and disposals of certain miners as a result of our decision to migrate our mining operations out of China, which
  were partially offset by miner purchases. Our fleet of owned miners comprised the following models:
  Model
  Owned
  as of
  June 30,
  2021
  MicroBT Whatsminer M21S
  15,072
  Bitmain Antminer S17+
  7,955
  MicroBT Whatsminer M20S
  3,691
  MicroBT Whatsminer M10
  2,190
  Bitmain Antminer S17 Pro
  1,259
  Bitmain Antminer T3
  800
  Bitmain Antminer T17
  700
  MicroBT Whatsminer M30S
  261
  Bitmain Antminer T17+
  256
  Bitmain Antminer S19 Pro
  205
  Bitmain Antminer S17
  101
  Bitmain Antminer S17E
  10
  Total
  32,500
  The Company commenced its mining operations in
  February 2020, following the suspension of its peer-to-peer lending business in October 2019. Our bitcoin mining operations, hosted by
  third party suppliers, use specialized computers, known as miners, to generate bitcoins, a cryptocurrency. The miners use application
  specific integrated circuit ("ASIC") chips. These chips enable the miners to apply greater computational power, or "hash
  rate', to provide transaction verification services (known as solving a block") which helps support the bitcoin blockchain.
  For every block added, the bitcoin blockchain awards a bitcoin award equal to a set number of bitcoins per block. These bitcoin awards
  are subject to "halving," whereby the bitcoin award per block is reduced by half in order to control the supply of bitcoins
  on the market. When bitcoin was first launched in 2009, miners were awarded 50 bitcoin if they first solved a new block; this award was
  halved to 25 bitcoin per new block in 2012, and halved again in 2016 to 12.5 bitcoin per new block, Most recently, in May 2020, the then
  prevailing reward of 12.5 bitcoin per new block was halved to 6.25 bitcoin. This reward rate is expected to next halve during 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. Miners with a greater hash rate have a higher chance of solving a block and receiving a bitcoin award.
  After a third halving of bitcoins in May 2020,
  our mining strategy has been to mine bitcoins as fast and as many as possible given there are less bitcoins and a lower efficiency of
  mining. In view of the long delivery time to purchase new miners from miner suppliers like Bitmain and MicroBT, we initially chose to
  acquire second-hand miners which can be delivered in only a few weeks.
  3
  Hosting Agreements
  In order to achieve lower utility costs, the mining
  facilities are maintained by our third-party hosting service providers. Our bitcoin mining facilities in PRC were maintained by Hong Kong
  suppliers. They were our hosts, and they installed the miners, provided IT consulting, maintenance and repair work on site for us.
  Our miners' facilities in Texas and Nebraska
  are maintained by Compute North LLC, a well-known miner hosting company in North America. Pursuant to a Master Agreement dated September
  9, 2020 between Compute North and the Company, Compute North is providing colocation, managerial and other services at its cryptocurrency
  mining facilities, including rack space, electrical power, ambient air cooling, internet connectivity and physical security for the Company's
  miners during the equipment term of any miner. The term of this agreement shall be for the remainder of any Equipment Term set forth on
  an order when the miner is received and turned on by Compute North. The agreement is terminable by Compute North for Cause (as defined).
  The Company granted Compute North a security interest in the miners and other equipment installed at the facility. At the Texas facility,
  the Company installed Whatsminer M21s computers and is responsible for a monthly service fee per unit and power costs to be set forth
  on an Order Form as updated from time to time. The monthly service fee per unit ranges from $21.39 to $24.09. Actual power costs are determined
  at $14 per MWh for transmission and distribution; actual cost of power, plus a $2.50 per MWh power management fee. Compute North shall
  receive 25% of the bitcoin mined after payment of the Monthly Service and Power Fees. Estimated Total Fees shall be based on the Monthly
  Service Fee per miner, plus a Power Cost of $22 per MWh, plus the $2.50 per miner power management fee, which is equal to $34.50 per MWh.
  Compute North shall receive 25% of the bitcoin mined after payment of the above monthly fees and power fees.
  In Canada, our miners' facilities are maintained
  by Link Global Technologies, Inc. ("Link Global"). Pursuant to a Master Service Agreement dated as of January 31, 2021 between
  Link Global and Bit Digital Canada, Inc., Link Global installed the Company's computer miners in Alberta, Canada and is monitoring
  them on at least a daily basis. Link Global provides power, internet access, cabling, switches, DHCP and interconnection with its equipment
  or with other computer carriers. Link Global is responsible for janitorial services, environmental systems maintenance, power plant maintenance
  regularly required. The initial term is twelve (12) months subject to a twelve-month renewal at the Company's option. The Company
  will pay Link Global the agreed rate for power of $0.36 USD per KW hour, plus a 5% Goods and Services Tax (GST). The agreed royalty is
  the total hash rate per miner less the power cost, maintenance cost, service cost and all costs related to the operation of the miners.
  Link Global's share is 15% of Net Profit (as defined) after total earnings less total costs and settled in bitcoin monthly. The
  Company will pay the agreed royalty by transfer of bitcoin to a wallet deposited by Link Global. The Company has a right of first offer
  ("ROFO") to purchase additional hosting facilities and/or the purchase of all or substantially all of the assets of Link Global. 
  Under Canadian law, we cannot export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information
  to anyone outside Canada in connection with an Agreement with Link Global without first complying with all export control laws and regulations
  which may be imposed by applicable governmental authorities of any country or organization of nations within whose jurisdiction we operate
  or do business. See "Risk Factors – Risks Related to Canada Government Regulations" and our potential need to exercise
  our ROFO.
  In June 2021, we entered into a strategic co-mining
  agreement with Digihost Technologies ("Digihost") in North America. Pursuant to the terms of the agreement, Digihost expects
  to provide 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, and Digihost will also provide services to maintain the premises for a term of two years. Notwithstanding the foregoing,
  each party has the right to terminate the agreement in the event of the enactment of New York Senate Bill S6486, or a similar federal,
  state or local law, that would require so-called "cryptocurrency mining centers" to cease operations. The collaboration between
  Digihost and Bit Digital is expected to generate an increase in hash rate of approximately 400 Ph/s between the companies. Under the terms
  of the agreement, Digihost is obligated to provide power for the operation of the miners and to also provide management services necessary
  to maintain 95% uptime on the miners. This Agreement required a $511,000 security deposit, the first month's rent of $511,000 and
  a one-time safety installation fee of $35 per miner. The monthly recurring cost will be a Power Cost of $0.035 per KWh plus additional
  costs per KWh on renewable natural gas usage (TBD). Maintenance and Service Costs will be part of the monthly recurring charge on a performance
  basis. Digihost shall also be entitled to 20% of the profit generated by the miners, paid weekly. Digihost shall be provided read-only
  access to the Company's wallet for funds generated by the miners. It is expected that the miners will be delivered to Digihost and
  installed in New York State during the fourth quarter of 2021, or early 2022.
  4
  On July 22, 2021, the Company and Digihost entered
  into a secured strategic co-mining agreement. Under this Collocation Services Agreement (the "CSA"), Digihost will provide
  the premises to the Company for the operation of a 100 MW bitcoin mining system for a term of two years, subject to earlier termination
  described above as a result of the New York State bill, or otherwise for Cause. This expanded CSA is expected to facilitate an additional
  increase in hash rate of approximately 2EH between the two companies and a total increase in hash rate between the two companies of approximately
  2.4EH, including the prior colocation described above. Substantially the same as under the initial agreement, Digihost will maintain 95%
  uptime for miners on the same, safety installation fees, maintenance costs, power costs, and profit-sharing percentage. The CSA required
  a security deposit of $2,555,000 and monthly power costs of $511,000 for each of the five months of December 2021 through April 2022.
  On August 23. 2021, the Company entered into
  a Mining Services Agreement (the "MSA") with BlockFusion USA, Inc. (the "Service Provider"). The MSA is for a
  two (2) year Term with automatic renewals for one (1) year terms unless terminated by either party on at least thirty (30) days'
  prior written notice. During the Term, the Service Provider shall provide certain colocation, operation, management and maintenance services
  (the "Services"). The Company provided the Service Provider with the first (of four) Pod Mining Equipment for installation
  in September 2021. If the Service Provider fails to provide an uptime of 98.5% or better, the Performance Fees under the MSA shall
  be reduced.
  The Service Provider shall provide the Company
  with all necessary access to remotely monitor — in person or remotely — the generated Bitcoin and all other metrics as reasonably
  requested by the Company. The Company shall pay the actual expenses incurred for the energy used by the Company on a monthly basis plus
  management costs of $2.00 per miner. The Service Provider shall receive a Performance Fee in respect of services relating to the first
  20.0 MW hrs of load power equal to 30% of Net Digital Assets mined for any period, subject to adjustment and in respect to the next15.0
  MW hrs equal to 20% of Net Digital Assets mined, subject to adjustment, and with respect to the next 15.0 MW hrs equal to 20% of Net Digital
  Assets mined, subject to adjustment. The Net Digital Assets for a Payout Period means the Generated Digital Assets
  minus
  the amount
  of Digital Assets that have a value that is equal to the Estimated Daily Costs for Mining such Digital Assets for such Payout Period.
  The Company paid the Service Provider in advance
  $3,750,000 (the "Infrastructure Investment") to pay for actual bona fide expenses incurred by the Service Provider. During
  the Term and for a twelve (12) month period after termination of the MSA (the "ROFR Period"), the Company may propose to match
  the terms of a bona fide offer from a third party to finance or otherwise sell any interest in the Service Provider, or any of its material
  assets or business interests (a "Covered Transaction"), provided that Company shall be credited the amount of the Infrastructure
  Investment paid and not reimbursed (the "Discount"). If the Parties do not enter into definitive agreements in respect of
  one or more Covered Transactions pursuant to which the Company obtains the full economic benefit of the Discount, then, within twelve
  (12) months following the termination of this Agreement, Service Provider shall refund the Infrastructure Investment. All capitalized
  terms herein shall have the meanings set forth in the attached MSA.
  Migration and Status of Mining Operations
  It is a common practice in the mining industry
  in China to migrate miners within geographic locations on a seasonal basis which we did, depending on water and electricity availability
  and cost. In October 2020, we commenced our strategy of migrating assets from China to North America. The Company had already migrated
  its miners out of Inner Mongolia when the government of China's Inner Mongolia banned all crypto mining facilities in March 2021.
  On May 21, 2021, when the Financial Stability and Development Committee of the State Council in China proposed to "crack down on
  bitcoin mining and trading," local governments began to issue corresponding measures to respond to the central government's
  proposal. From May 21, 2021until June 18, 2021, when the Sichuan Province issued a notice on the shutdown of cryptocurrency mining operations,
  the Company only had mining operations in Sichuan Province which it terminated on June 21, 2021, prior to the June 25, 2021 deadline.
  5
  During April through June 2021, we shipped 14,500
  miners to the United States. As of June 30, 2021, there were 9,489 miners in China warehoused and are not in operation, awaiting disposition
  or migration to North America. We completed the migration of all of our remaining China-based miners to North America in September of
  2021. The first miner shipments arrived in the US early in the fourth quarter of 2021. As of October 11, 2021, we had 21, 953 (79.1%)
  of our miners in the United States and Canada, representing 1,324 PH/s hash at 74 MW. We had 5,791 (20.9%) of our miners in transit, representing
  279 PH/s hash and 17.5 MW. We had zero miners in Asia by the end of September. The miners currently in transit to or awaiting installation
  in the United States are expected to be installed at the Nebraska site hosted by Computer North and at the new facility to be operated
  by Digihost in upstate New York in early 2022.
  On October 7, 2022, the Company contracted to
  purchase an additional 10,000 Antminers from Bitmain Technologies Limited ("Bitmain") under a Sales and Purchase Agreement
  (the "SPA") at an estimated cost of $65 million. These miners are expected to increase the Company's miner hash rate
  by over 1.0 Exahash ("EH/s"). The initial payment of $27,500,000 was made on October 7, 2021 upon the signing of the SPA.
  Shipments are scheduled to be made between March and June 2022. The Company is using funds on hand and proceeds from the sale of securities
  in the September 2021 Private Placement, as well as the liquidation of bitcoins we currently hold to fund the proposed purchase of additional
  miners.
  The miners we own are mostly made by manufacturers
  MicroBT and Bitmain, which are the top two brands in the industry, and standard Bitcoin ASIC miners providing hash computing power to
  the bitcoin network. We do not have miners for cryptocurrencies other than bitcoin. We do not have any cryptocurrency operations in China.
  Our sole operations in China are administrative.
  The following table represents our miners'
  geographic locations as of June 30, 2021:
  Location
  Number of
  Miners
  Percentage of
  Total Miners
  In transit to or awaiting installation in US
  14,500
  44.6
  %
  China
  9,484
  29.2
  %
  United States
  7,090
  21.8
  %
  Canada
  1,426
  4.4
  %
  Total
  32,500
  100.0
  %
  These miners are completing the migration to the
  United States as described on the prior page. All miners are expected to be fully operational in early 2022.
  As of June 30, 2021, in Nebraska we had 6,890
  miners, in Texas we had 100 miners and in Georgia we had 100 miners; in Canada we had 1,426 miners; in Sichuan Province we had 6,484 miners;
  in Yunnan Province we had 3,000 miners; and there were 14,500 miners in transit to the United States.
  As of June 30, 2021, the maximum hash rate of
  all the 32,500 miners was 1,921.07 Ph/s. The hash rate in the North America was about 1,360.95 Ph/s and the hash rate in China was about
  560.12 Ph/s.
  From the inception of our bitcoin mining business
  in February 2020 to June 30, 2021, we earned an aggregate of 3,086.53 bitcoins. The following table presents the number of bitcoins mined
  on a quarterly basis:
  The Company earned 562.9 bitcoins in the second
  quarter of 2021. The reduction from the first quarter was due to the aforementioned accelerated migration program, in which more miners
  were offline while in transit to or awaiting installation in North America, as well as miner sales and disposals.
  6
  Number of bitcoins
  Amount*
  Balance at January 1, 2021
  262.62
  $
  6,237,917
  Receipt of BTC from mining services
  1,576.34
  72,295,744
  Sales and payment of BTC
  (1,256.29
  )
  (55,994,314
  )
  Lending of BTC to a third party, net
  5.73
  97,772
  Realized gain on sale of BTC
  -
  6,952,652
  Impairment of BTC
  -
  (8,985,662
  )
  Balance at June 30, 2021
  588.40
  $
  20,604,109
  *
  Amounts – 1) the amounts of receipt of cryptocurrencies from mining services are the aggregation of the number of bitcoins received multiplied by the bitcoin price published on https://coinmarketcap.com/currencies/bitcoin/historical-data/, on a daily basis; and 2) the amounts of sales of cryptocurrencies are the actual amount we received from sales.
  Our Hong Kong subsidiary, Bit Digital Hong Kong
  Limited, receives revenue in the form of cryptocurrencies, the value of which is determined using the market price of the related cryptocurrency
  at the time of receipt. The cryptocurrency is either held by the subsidiary or sold for fiat currency. Funds are transferred by Bit Digital
  Hong Kong Limited to the parent holding company in the form of distributions. The bitcoins we mine have been sold and, in the future,
  may be sold to support our operations, including to pay for service fees. Our mining facilities and mining platform operate with the primary
  intent of accumulating bitcoin, which we may sell for fiat currency from time to time depending on market conditions and management's
  determination of our cash flow needs.
  Custodian Accounts
  Generally, we only sell bitcoins when there is
  a need for capital to fund our operations and development, and we otherwise store the balance in custody. We use Cactus Custody, a division
  of Matrixport Guard Limited ("Cactus Custody") and Copper Technology (UK) Limited ("Copper") as our custodians
  (the "Custodians") to store our bitcoins. While the Custodians hold our bitcoin assets, the ownership and operation rights
  are always 100% attributed to the Company. Our custody account status and assets transactions are clearly recorded, and we can log in
  to the system to query and download at any time. The Custodians will not loan, hypothecate, pledge and/or encumber our assets without
  any general instructions.
  7
  Cactus Custody can transfer any digital assets
  to either Cold or Hot wallet addresses which transactions are assigned and managed under the Custodian's management. Copper provides,
  cold, warm, and hot storage locations at our choice. The transactions broadcast to that blockchain network, where it is validated and
  then enters the Custodian's custody. Digital assets are kept in unique and segregated blockchain addresses accessible by us and
  verifiable on blockchain at any time.
  For storage of digital assets, the Cactus Custody
  wallet arrangement includes hardware and software infrastructure and security controls over key generation, storage, management and transaction
  signing. Hot storage is the online key storage part. The Cactus Custody's proprietary solution adopts HSM (Hardware Security Module)
  for key generation, storage and transaction signing. A HSM is a physical computing device that safeguards and manages digital keys for
  strong authentication and provides cryptoprocessing. HSMs provide tamper evidence, tamper resistance and tamper responsiveness features
  that can safeguard client's private keys. Private keys will be generated in HSM by a true random number generator; the plaintext
  of the private key will never leave MSM. Cactus Custody's proprietary storage applies industry best practice in security design
  for cold storage, such as the highest security level HSM, multi-sig, private key split and stored in geographically distributed vaults.
  Vault here refers to a military-grade data center with stringent access control and high-quality environment control. Each cold storage
  vault only stores ½ encrypted private key in HSM. Vaults are located in three continents and are not prone to single point of failure.
  Digital assets stored at Copper are protected using MPC (Multimedia Personal Computer) technology, whether they are stored in Copper's
  Omnibus Treasury or in the Company's own blockchain segregated vault.
  The physical backup is the disaster recovery measure.
  Private keys are generated in HSM. Matrixport will split encrypted private keys into 8 pieces. Each piece will be stored in an encrypted
  hard disk which will be then kept in a safe deposit box in different banks. 3 of 8 pieces held by management, the Company and a third
  party would be needed to recover private keys. Cold storage withdrawal can only be made to the user's hot storage address. The Custodians
  provide internal risk control measures like withdrawal limit and whitelist as a tool to help protect client's digital assets.
  Currency Transactions
  We only use Amber OTC desk for selling bitcoins
  for US dollars or USDT (Tether, a stablecoin) or USD Coin (a stablecoin).
  As of December 31, 2020, there was a loan of 5.19
  bitcoins to an unaffiliated third party. During the three and six months ended June 30, 2021, the Company lent an additional 141.99 and
  81.78 bitcoins to two third parties, respectively. All loans were charged interest at 5% per annum. The bitcoins were repayable on demand.
  As of June 30, 2021, the unaffiliated third parties repaid all bitcoins.
  Insurance
  We currently do not have any insurance of our
  miners; however, we intend to purchase insurance in the future. The market is in its early stages. We are actively seeking insurance per
  miner asset, as well as digital assets of the Company. Cactus Custody is self-insured for its secure asset fund (the "Fund").
  The Fund size is USD $4 million, with an additional 35% of custody service annual revenue each year to be added to this Fund, at no additional
  cost to the Company.
  The Fund covers:
  ●
  damage caused by insider theft or dishonest acts by Cactus Custody employees or executives;
  ●
  third-party hacks, copying, or theft of private keys for both hot and cold storage; and
  ●
  damage caused by loss of keys for both hot and cold storage
  Our Custodian Copper maintains a $10 million comprehensive
  insurance policy, at no cost to the Company. Copper bespoke Crypto crime insurance policy for digital assets as well as fiat maintained
  on Crypto Copper's digital infrastructure provides protection against: Employee Theft; Third-Party Computer Crime; Funds Transfer
  Fraud; Cyber Losses (Crime through fraud/theft, viruses, hacking); Property loss (Relevant to the assets) within Copper premises and in
  transit; and appropriate legal costs.
  8
  -
  Transfer of cash
  From the Company's commencement of mining
  operations in February 2020 to October 3, 2021, the Company did not transfer any cash from the holding company to any of its subsidiaries.
  During the year ended December 31, 2020, the Company
  raised proceeds of approximately $5.2 million from certain private placements, and the proceeds were directly transferred from investors
  to the designated accounts of Bit Digital Hong Kong Limited ("BT HK"), the Company's wholly owned subsidiary in Hong
  Kong.
  During the period from January 1, 2021 to October
  3, 2021, the Company raised proceeds of approximately $37 million from both private placements and direct offering. The proceeds were
  directly transferred from investors to designated accounts of Bit Digital USA, Inc. ("BT USA"), the Company's subsidiary
  in U.S. The $80 million of gross proceeds raised in the September 2021 Private Placement by the Company will be transferred to BT
  USA with the remainder invested in United States.
  -
  Transfer of other assets
  During the period from February 2020 to date,
  Bit Digital Hong Kong transferred 6,629 miners to BT USA, with carrying amount of $6.13 million.
  -
  Payment of dividends or
  distributions
  During the period from February 2020 to date,
  the Company did not make any dividends or distribution from any of its subsidiaries, nor did the Company make any dividends or distributions
  to its US investors.
  Pursuant to the Enterprise Income Tax Law and
  its implementation rules, if a non-resident enterprise has not set up an organization or establishment in the PRC, or has set up an organization
  or establishment, but the income derived has no actual connection with such organization or establishment, it will be subject to a withholding
  tax on its PRC-sourced income at a rate of 10%. Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative
  Region for the Avoidance of Double Taxation and Tax Evasion on Income, the withholding tax rate in respect to the payment of dividends
  by a PRC enterprise to a Hong Kong enterprise is reduced to 5% from a standard rate of 10% if the Hong Kong enterprise directly holds
  at least 25% of the PRC enterprise. Pursuant to the Notice of the State Administration of Taxation on the Issues concerning the Application
  of the Dividend Clauses of Tax Agreements, or Circular 81, a Hong Kong resident enterprise must meet the following conditions, among others,
  in order to enjoy the reduced withholding tax: (i) it must directly own the required percentage of equity interests and voting rights
  in the PRC resident enterprise; and (ii) it must have directly owned such percentage in the PRC resident enterprise throughout the 12
  months prior to receiving the dividends. There are also other conditions for enjoying the reduced withholding tax rate according to other
  relevant tax rules and regulations. In August 2015, the State Administration of Taxation promulgated the Administrative Measures for Non-Resident
  Taxpayers to Enjoy Treatments under Tax Treaties, or Circular 60, which became effective on November 1, 2015. Circular 60 provides that
  non-resident enterprises are not required to obtain pre-approval from the relevant tax authority in order to enjoy the reduced withholding
  tax rate. Instead, non-resident enterprises and their withholding agents may, by self-assessment and on confirmation that the prescribed
  criteria to enjoy the tax treaty benefits are met, directly apply the reduced withholding tax rate, and file necessary forms and supporting
  documents when performing tax filings, which will be subject to post-tax filing examinations by the relevant tax authorities.
  -
  Restrictions or limitations
  As of this date, the Company
  had six subsidiaries based in the United States, Canada, Hong Kong and Singapore. The Company is not aware of any restrictions or limitations
  on foreign exchange in these countries or area, or its ability to transfer cash between entities, across borders or to U.S. investors,
  nor is the Company aware of any restrictions and limitations on its ability to distribute earnings from its businesses, including the
  businesses of its subsidiaries, to the holding company and its U.S. investors.
  Disposition of peer-to-peer lending business and the car rental
  business in the PRC
  On September 8, 2020, the Board approved the disposal
  of Point Cattle Holdings Limited, a former wholly owned subsidiary of the Company in the British Virgin Islands, and its subsidiaries
  and VIEs, through which the Company previously operated its peer-to-peer lending business and the car rental business in PRC. Upon the
  sale, we discontinued our peer-to-peer lending business and the car rental business in the PRC ("discontinued operations").
  On the same date, the Company entered into a certain
  share purchase agreement (the "Disposition SPA") by and among a BVI company, Sharp Whale Limited (the "Purchaser"),
  Point Cattle Holding Limited (the "Subsidiary") and the Company (the "Seller"). Pursuant to the Disposition SPA,
  the Purchaser purchased the Subsidiary in exchange for nominal consideration of $10.00 and other good and valuable consideration.
  Our executive offices are located at 33 Irving
  Place, New York, New York 10003 and our telephone number is (917) 512-4895. The information on our website does not constitute part of
  this prospectus.
  9
  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 stock 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.
  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, 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 1-917-512-4895. Our office in Hong Kong is located
  at Room 3603, Tower 2 Metro Plaza, Hong Kong, China. Our telephone number at that address is +(86)-021-61659027. Our registered office
  in the Cayman Islands is located at Corporate Filing Services Ltd., 3
  rd
  Floor, Harbour Centre, 103 South Church Street,
  George Town, Grand Cayman, KY 1-1002, Cayman Islands. Our agent for service of process in the United States is Corporation Service Company,
  19 West 44
  th
  Street, Suite 201, New York, NY 10036. The Company's legal advisers are as follows: in the PRC: Tian Yuan
  Law Firm, 10F, Tower B, China Pacific Insurance Plaza, 28 Fengsheng Hutong, Xicheng District, Beijing 10032 China; in the Cayman Islands:
  Ogier, 89 Nexus Way, Camana Bay, Grand Cayman, Cayman Islands KY1-9009; and in the United States: Davidoff Hutcher & Citron LLP, 605
  Third Ave, New York, NY 10158. Our Auditors are: Audit Alliance, LLP, 20 Maxwell Road #11-09, Maxwell House, Singapore 069113. See "Experts"
  regarding prior auditors. Investors should contact us for any inquiries through the address and telephone number of our principal executive
  offices.
  10
  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 headings "Forward-Looking Statements" and "Operating and
  Financial Review and Prospects" 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. Recent statements and regulatory actions by China's government, such as those related to the
  use of variable interest entities (VIEs) and ban on digital asset transactions and data security or anti-monopoly concerns, may have an
  adverse effect on the Company in view of its prior operations, but are not expected to result in an adverse impact on our corporate structure
  going forward or have a material change in our operations and/or the value of our securities or significantly limit or completely hinder
  our ability to offer or continue to offer securities to investors or cause the value of such securities to significantly decline or be
  worthless. We do not believe such developments will adversely impact the Company's ability to conduct its business, accept foreign
  investments, or continued listing on Nasdaq. The legal and regulatory environment in China is in many respects different from the United
  States.
  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.
  Risks Related to Doing Business in China
  Pursuant to laws and regulations of 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. Notwithstanding the fact that we no longer have bitcoin mining operations in China, our prior operations
  may subject us to the statutes and regulations of China, as the Company conducted its bitcoin mining operations in the PRC through its
  Hong Kong subsidiary and did not register to do business in the PRC and, as described below, we may be subject to fines, penalties and/or
  other sanctions.
  11
  There are risks to foreign investors in
  Chinese companies.
  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 refers to special administrative measures for the restricted or prohibited access of foreign
  investment in specific fields as stipulated by the Chinese government. The Chinese government shall give national treatment to certain
  foreign investments in addition to the negative list to other companies for investments which will not require pre-approval by the Chinese
  government.
  Pursuant to the Special Administrative Measures
  for Access of Foreign Investment (2020 Edition), or the 2020 Edition Negative List, issued by The Ministry of Commerce of the PRC (the
  "MOFCOM") and the National Development and Reform Commission (the "NDRC") on June 23, 2020 which came into effect
  on July 23, 2020, our bitcoin mining business does not fall into the Negative List and is permitted for foreign investment as of the date
  hereof although bitcoin mining operations in China are not currently allowed.
  We may be subject to penalties as a result
  of the Chinese government suspension of our P2P lending business
  The Company is currently engaged in the bitcoin
  mining business, but, previously, we were primarily an online finance marketplace, or "peer-to-peer" lending company, in China
  that provided borrowers access to loans. On October 24, 2019, the Pudong Branch of the Shanghai Public Security Bureau (the "Bureau")
  announced that it was conducting an investigation of Shanghai Dianniu Internet Finance Information Service Co. Ltd, which was a variable
  interest entity (VIE) of the Company, for suspected illegal collection of public deposits. The Bureau took criminal enforcement measures
  against 17 suspects in the case and detained at least six of those suspects. On March 24, 2020, the Bureau announced that it had transferred
  seven suspects to the procuratorates for criminal prosecution and took criminal action against 14 defendants and is searching for our
  former CEO as of the date of this prospectus. While the Company has not been subject to any enforcement actions or investigations, nine
  persons, including a former director of the Company, have been found guilty of fund-raising fraud or illegally collecting public deposits
  by the People's Court of Shanghai Pudong New District, and were sentenced to imprisonment and the confiscations and return of all
  the illegal gains, which may or may not include assets of the Company. The Company's current management believes that its former
  Chief Financial Officer, as well as members of the VIE's management, may have been the subject of these proceedings. As of the date
  of this prospectus, the final outcome of the investigation has not been published, and the impact of any such outcome on the Company cannot
  be estimated or determined with any certainty.
  We may be subject to fines and penalties
  for any noncompliance with or liabilities in our historical business in China in a certain period from now on.
  Pursuant to the Law of the People's Republic
  of China on Administrative Penalties (Revised in 2021), where an unlawful act conducted in China is not discovered within two years of
  its commission (the period shall be counted from the date on which the unlawful act is committed, or if the act is ongoing or continuous,
  from the date on which the act ends), the administrative penalty shall be exempted; and if it involves citizens' life and health
  security or financial security, and causes harmful consequences, the above-mentioned period shall be extended to five years, except as
  otherwise prescribed by laws. We have not received any administrative penalty for our historical mining business as of the date of this
  prospectus. Nevertheless, uncertainties still exist since the administrative organs may impose administrative penalties on us in a certain
  period from now on for any noncompliance with or liabilities in our historical business in China, including, but not limited to, any noncompliance
  with or liabilities under Order No.31 and applicable environmental, health or safety regulations, which could materially and adversely
  affect our results of operations.
  On May 21, 2021, the Financial Stability Development
  Committee of the State Council in China targeted virtual currency mining in China. However, as described in the next risk factor, it was
  not until September 2021 that all digital asset transactions were banned. In October 2020, the Company commenced the migration of miners
  out of China and believes it was in compliance with Chinese law on bitcoin mining while operating in China. However, according to Foreign
  Investment Law of PRC and Order No. 31, foreign enterprises engaged in profit-making activities in China are required to apply to the
  provincial market regulatory administration, or the registration authorities, for registration upon the approval of the State Council
  and the competent agencies authorized by the State Council, or the approving authorities. Without the approval of the approving authorities
  and the registration approval of the registration authorities, foreign enterprises may not conduct any production and operation activities
  within the territory of China, and foreign enterprises engaging in profit-making activities without proper authority may be subject to
  penalties, such as warnings, fines, confiscation of illegal income or suspension of business for rectification on a case-by-case basis
  of the PRC authorities under the PRC laws.
  12
  Our business in China was not carried out through
  any Chinese subsidiaries. In China, we made profits from mining equipment stored in facilities directly leased by Bit Digital Hong Kong,
  deemed to be a foreign enterprise. Bit Digital Hong Kong did not provide cloud mining services or similar services to any third parties.
  Nevertheless, the Company may be subject to penalties such as warnings, fines, confiscation of illegal income, or suspension of business
  for rectification on a case-by-case basis of the PRC authorities under the PRC laws, for not registering to do business in China or having
  authorization for its bitcoin mining operations.
  The PRC government department does have the authority
  to issue licenses or approval in some industries directly to foreign companies, including Hong Kong companies, which has been provided
  in Order No. 31. A foreign company, including a Hong Kong company, is permitted to be engaged in production and operation within China
  in two ways--one is to obtain the license or approval, and the other is to establish a subsidiary in the territory of China, otherwise
  it may lead to a punishment of a warning, fine, confiscation of income and/or suspension of business for rectification. Furthermore, although
  Hong Kong is one of the special administrative districts of the PRC, from the perspective of foreign investment supervision, Hong Kong
  companies are treated as foreign companies, and most of the laws and regulations related to the foreign investment also apply to Hong
  Kong companies. Considering that BT HK had already been engaged in bitcoin mining activities in the territory of China, and that BT HK
  had not obtained business licenses in relevant provinces, it would be much more difficult for Bit Digital Hong Kong to obtain licenses
  directly than to establish a subsidiary in PRC. From the perspective of compliance, the Company decided to initiate the process of forming
  a subsidiary to undertake operational activities in PRC. However, in view of the more recent ban on all new cryptocurrency operations
  in China, we terminated the process of forming a subsidiary in mainland, China. Since BT HK had not obtained business licenses in relevant
  provinces 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.
  It is now illegal to engage in digital asset
  transactions including bitcoin mining operations in China, the ruling of which may adversely affect us.
  China has now taken harsh regulatory action to
  ban cryptocurrency mining operations and to severely restrict the right to acquire, own, hold, sell or use these bitcoin assets or to
  exchange them for fiat currency. Such restrictions may adversely affect us as the large-scale use of cryptocurrencies as a means of exchange
  is presently confined to certain regions globally. Ongoing and future regulatory actions may impact our ability to continue to operate,
  and such actions could affect 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.
  On May 21, 2021, the Financial Stability and Development
  Committee of the State Council in China proposed to "crack down on bitcoin mining and trading." However, it was not until
  September 24, 2021, as described below, that all digital asset transactions were banned in China. In May 2021, local governments began
  to issue corresponding measures in succession to respond to the central government, including Xinjiang Changji Hui Autonomous Prefecture
  Development and Reform Commission issuing a notice on the immediate shutdown of enterprises engaged in cryptocurrency mining on June 9,
  2021. During that three-week period, we only had mining operations in Sichuan Province and not in Xinjiang. On June 18, 2021, according
  to the public media report - Sichuan Provincial Development and Reform Commission and Sichuan Energy Bureau issued a notice on the shutdown
  of cryptocurrency mining projects with the deadline of June 25, 2021. That is the reason why we had already ceased all remaining operations
  in PRC on June 21, 2021. On September 24, 2021, the newly issued Notification of Overhauling the Mining Activity of Cryptocurrency (or
  the Notification No. 1283) banned all new cryptocurrency operations in China. The NDRC notice set forth penalties on a going forward basis
  for all of the PRC. While we do not believe Sichuan Province will seek to impose retroactive fines, penalties or sanctions, there can
  be no assurance the province may not seek to do so.
  In consideration of the PRC government's
  attitude and our intentional business plan, we will not conduct any cryptocurrency mining operations or cryptocurrency trading operations
  in mainland PRC. All miners have been emigrated out of the PRC as of September 30, 2021 and are expected to be fully operational in the
  U.S. by early 2022.
  13
  Changes in China's economic, political
  or social conditions or government policies could have a material adverse effect on our business and results of operations.
  Although we are in the process of completing the
  migration of miners to the United States and/or Canada, our bitcoin mining business is worldwide. We expect to continue to purchase bitcoin
  miners on the spot market in China. Accordingly, our business, prospects, financial condition and results of operations may be influenced
  to a significant degree by political, economic and social conditions in China generally and by continued economic growth in China as a
  whole.
  The Chinese economy differs from the economies
  of most developed countries in many respects, including the amount of government involvement, level of development, growth rate, control
  of foreign exchange and allocation of resources. Although the Chinese government has implemented measures emphasizing the utilization
  of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of improved corporate
  governance in business enterprises, a substantial portion of productive assets in China are still owned by the government. In addition,
  the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. The Chinese
  government also exercises significant control over China's economic growth through allocating resources, controlling payment of
  foreign currency-denominated obligations, setting monetary policy, and providing preferential treatment to particular industries or companies.
  While the Chinese economy has experienced significant
  growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy. The Chinese government
  has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit
  the overall Chinese economy but may have a negative effect on us. For example, our financial condition and results of operations may be
  adversely affected by government control over capital investments or changes in tax regulations. In addition, in the past the Chinese
  government has implemented certain measures, including interest rate increases, to control the pace of economic growth. These measures
  may cause decreased economic activity in China, and since 2012, and in particular in 2020 as a result of COVID-19, China's economic
  growth slowed down. Any prolonged slowdown in the Chinese economy may reduce the demand for our products and services and materially and
  adversely affect our business and results of operations.
  Uncertainties in the interpretation and
  enforcement of Chinese laws and regulations could limit the legal protections available to us.
  The PRC legal system is based on written statutes,
  and prior court decisions have limited precedential value. Since the PRC legal system continues to rapidly evolve, the interpretations
  of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involves uncertainties.
  The risks arising from the legal system in China include risks and uncertainties regarding the enforcement of laws and that rules and
  regulations in China can change quickly with little, if any, advance notice; and there is a risk that the Chinese government may intervene
  or influence our operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based
  issuers, which could result in a material change in our operations and/or the value of our securities. Any risks that any actions by the
  Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based
  issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the
  value of such securities to significantly decline or be worthless.
  China is one of the jurisdictions to implement
  strict foreign exchange control. The free flow of bitcoin presents novel issues in the context of Chinese foreign exchange control. In
  some public speeches, officials of the Chinese State Administration of Foreign Exchange ("SAFE") have expressed concerns about
  the challenges of cryptocurrency to foreign exchange control. In the event regulators believe that the circulation of bitcoin has a significant
  adverse impact on financial security, they may restrict the trading of bitcoin, as they have done with bitcoin mining, in its jurisdiction.
  14
  From time to time, we may have to resort to administrative
  and court proceedings to enforce our legal rights. However, since PRC administrative and court authorities have significant discretion
  in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and
  court proceedings and the level of legal protection we enjoy than in more developed legal systems. Furthermore, the PRC legal system is
  based in part on government policies and internal rules (some of which are not published in a timely manner or at all) that may have retroactive
  effect. Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property)
  and procedural rights, could materially and adversely affect our business and impede our ability to continue our operations.
  In addition to the unified policies at the national
  level, the attitudes of the Chinese local or provincial governments towards mining enterprises have also changed from time to time. In
  recent years, local governments in Inner Mongolia, Sichuan and Xinjiang have taken action to inspect and clean up mining enterprises in
  their jurisdictions. These actions caused us to commence migration of miners out of China in October 2020.
  We may be subject to recently announced
  Measures from the Cyberspace Administration of China concerning the collection of data and required to obtain clearance from the CAC
  .
  On July 10, 2021, the Cyberspace Administration
  of China (the "CAC") issued the Measures for Cybersecurity Review (Revision Draft for Comments), or the Measures. The scope
  of review under the Measures extends to critical information infrastructure operators, data processors carrying out data processing activities,
  and national security risks related to a non-PRC listing, especially the "risks of core data, important data or substantial personal
  information being stolen, leaked, damaged, illegally used or exported; risks of Critical Information Infrastructure, core data, important
  data or substantial personal information data being affected, controlled and maliciously used by foreign governments after a foreign listing."
  According to Article 6 of the Measures, operators who possess personal information of over a million users shall apply to the Cybersecurity
  Review Office for cybersecurity reviews before listing abroad. Besides, where any activities affect or may endanger national security
  during the purchase of network products and services by key information infrastructure operators or the data processing by data workers,
  cybersecurity reviews should be conducted in accordance with the Measures.
  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
  (i) we have never set a digital platform for any user and collected personal data during our mining operations, (ii) only the operators
  who possess personal information of over a million users shall apply for cybersecurity reviews before listing abroad, and (iii) the Measures
  have yet to take effect and may be further revised. However, since it is the first time that the cybersecurity review applies to the "data
  processors," and due to our past mining operations in China, we may be deemed as a "data processors carrying out data processing
  activities," we face uncertainties as to the interpretation or implementation of the Measures and, if required, whether such clearance
  can be timely obtained.
  The M&A Rules and certain other PRC
  regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult
  for us to pursue growth through acquisitions in China.
  The M&A Rules discussed under "Business-Regulation"
  in our Annual Report on Form 20-F, and certain other regulations and rules concerning mergers and acquisitions establish additional procedures
  and requirements in PRC that could make merger and acquisition activities by foreign investors more time consuming and complex, including
  requirements in some instances that the MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor
  takes control of a PRC domestic enterprise. Moreover, the Anti-Monopoly Law requires that the MOFCOM shall be notified in advance of any
  concentration of undertaking if certain thresholds are triggered. In addition, the security review rules issued by the MOFCOM that became
  effective in September 2011 specify that mergers and acquisitions by foreign investors that raise "national defense and security"
  concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise
  "national security" concerns are subject to strict review by the MOFCOM, and the rules prohibit any activities attempting
  to bypass a security review, including by structuring the transaction through a proxy or contractual control arrangement. In the future,
  we may grow our business by acquiring complementary businesses which may include a PRC domestic enterprise. Complying with the requirements
  of the above-mentioned regulations and other relevant rules to complete such transactions[, to the extent relevant,] could be time consuming,
  and any required approval processes, including obtaining approval from the MOFCOM or its local counterparts, may delay or inhibit our
  ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.
  15
  PRC regulations relating to offshore investment
  activities by PRC residents may expose us or our PRC resident beneficial owners to liability and penalties under PRC law.
  SAFE promulgated the Circular on Relevant Issues
  Relating to Domestic Resident's Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular
  37, in July 2014, that requires PRC residents or entities to register with SAFE or its local branch in connection with their establishment
  or control of an offshore entity established for the purpose of overseas investment or financing. In addition, such PRC residents or entities
  must update their SAFE registrations when the offshore special purpose vehicle undergoes material events relating to any change of basic
  information (including change of such PRC citizens or residents, name and operation term), increases or decreases in investment amount,
  transfers or exchanges of shares, or mergers or divisions. SAFE Circular 37 is issued to replace the Notice on Relevant Issues Concerning
  Foreign Exchange Administration for PRC Residents Engaging in Financing and Roundtrip Investments via Overseas Special Purpose Vehicles,
  or SAFE Circular 75. SAFE promulgated the Notice on Further Simplifying and Improving the Administration of the Foreign Exchange Concerning
  Direct Investment in February 2015, which took effect on June 1, 2015. This notice has amended SAFE Circular 37 requiring PRC residents
  or entities to register with qualified banks rather than SAFE or its local branch in connection with their establishment or control of
  an offshore entity established for the purpose of overseas investment or financing.
  Failure to comply with the SAFE registration described
  above could result in liability under PRC laws for evasion of applicable foreign exchange restrictions.
  Some of our shareholders, who directly or indirectly
  hold shares in our Company and who were known to us as being PRC residents, have completed the foreign exchange registrations required
  in connection with our recent corporate restructuring. The remaining shareholders who directly or indirectly hold shares in our Company
  and who are known to us as being PRC residents are currently processing such registrations.
  However, we may not be informed of the identities
  of all the PRC residents or entities holding direct or indirect interest in our company, nor can we compel our beneficial owners to comply
  with SAFE registration requirements. As a result, we cannot assure you that all of our shareholders or beneficial owners who are PRC residents
  or entities have complied with and will in the future make or obtain any applicable registrations or approvals required by, SAFE regulations.
  Failure by such shareholders or beneficial owners to comply with SAFE regulations could subject us to fines or legal sanctions, restrict
  our overseas or cross-border investment activities or affect our ownership structure, which could adversely affect our business and prospects.
  Any failure to comply with PRC regulations
  regarding the registration requirements for employee stock incentive plans may subject the PRC plan participants or us to fines and other
  legal or administrative sanctions.
  In February 2012, SAFE promulgated the Notices
  on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly-Listed
  Company, replacing earlier rules promulgated in March 2007. Pursuant to these rules, PRC citizens and non-PRC citizens who reside in China
  for a continuous period of not less than one year who participate in any stock incentive plan of an overseas publicly listed company,
  subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could be the PRC subsidiary
  of such overseas listed company, and complete certain other procedures. In addition, an overseas entrusted institution must be retained
  to handle matters in connection with the exercise or sale of stock options and the purchase or sale of shares and interests. We and our
  executive officers and other employees who are PRC citizens or who have resided in the PRC for a continuous period of not less than one
  year and who have been granted options or other awards are subject to these regulations because our company is an overseas listed company.
  Failure to complete the SAFE registrations may subject them to fines and legal sanctions. See "Regulation-Regulations on Stock Incentive
  Plans" in our Annual Report on Form 20-F for the year ended December 31, 2020.
  16
  If we are classified as a PRC resident enterprise
  for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders.
  Under the PRC Enterprise Income Tax Law and its
  implementation rules, an enterprise established outside of the PRC with a "de facto management body" within the PRC is considered
  a resident enterprise and will be subject to the enterprise income tax on its global income at the rate of 25%. The implementation rules
  define the term "de facto management body" as the body that exercises full and substantial control over and overall management
  of the business, productions, personnel, accounts and properties of an enterprise. In April 2009, the State Administration of Taxation
  issued a circular, known as Circular 82, (partly amended) which provides certain specific criteria for determining whether the "de
  facto management body" of a PRC-controlled enterprise that is incorporated offshore is located in China. Although this circular
  only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or
  foreigners like us, the criteria set forth in the circular may reflect the State Administration of Taxation's general position on
  how the "de facto management body" test should be applied in determining the tax resident status of all offshore enterprises.
  According to Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded
  as a PRC tax resident by virtue of having its "de facto management body" in China and will be subject to PRC enterprise income
  tax on its global income only if all of the following conditions are met: (i) the primary location of the day-to-day operational management
  is in the PRC; (ii) decisions relating to the enterprise's financial and human resource matters are made or are subject to approval
  by organizations or personnel in the PRC; (iii) the enterprise's primary assets, accounting books and records, company seals, and
  board and shareholder resolutions, are located or maintained in the PRC; and (iv) at least 50% of voting board members or senior executives
  habitually reside in the PRC.
  We believe none of our entities outside of China
  is a PRC resident enterprise for PRC tax purposes. See "Taxation — People's Republic of China Taxation" in our
  Registration Statement on Form F-1 (No. 333-254060). However, the tax resident status of an enterprise is subject to determination by
  the PRC tax authorities and uncertainties remain with respect to the interpretation of the term "de facto management body."
  Since a portion of our management members are not based in China, it remains unclear how the tax residency rule will apply to our case.
  If the PRC tax authorities determine that we or any of our subsidiaries outside of China is a PRC resident enterprise for PRC enterprise
  income tax purposes, then we or such subsidiary could be subject to PRC tax at a rate of 25% on its world-wide income, which could materially
  reduce our net income. In addition, we will also be subject to PRC enterprise income tax reporting obligations. Furthermore, if the PRC
  tax authorities determine that we are a PRC resident enterprise for enterprise income tax purposes, gains realized on the sale or other
  disposition of our ordinary shares may be subject to PRC tax, at a rate of 10% in the case of non-PRC enterprises or 20% in the case of
  non-PRC individuals (in each case, subject to the provisions of any applicable tax treaty), if such gains are deemed to be from PRC sources.
  It is unclear whether non-PRC shareholders of our company would be able to claim the benefits of any tax treaties between their country
  of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. Any such tax may reduce the returns on your
  investment in our ordinary shares.
  Regulatory bodies of the United States may
  be limited in their ability to conduct investigations or inspections of our operations in China.
  From time to time, the Company may receive requests
  from certain U.S. agencies to investigate or inspect the Company's operations or to otherwise provide information. While the Company
  will comply with requests from these regulators, there is no guarantee that such requests will be honored by those entities that provide
  services to us or with which we associate, especially for any such entities that are located in China. Furthermore, an on-site inspection
  of our facilities by any of these regulators may be limited or entirely prohibited. Such inspections, though permitted by the Company
  and its affiliates, are subject to the unpredictability of the Chinese enforcement and other government agencies and may therefore be
  impossible to facilitate.
  The Company's auditor, Audit Alliance LLP,
  is PCAOB registered and based in Singapore. Under the Holding Foreign Companies Accountable Act, the PCAOB is permitted to inspect the
  Company's public accounting firm. However, if the PCAOB later determined that it cannot inspect or fully investigate our auditor,
  trading in our securities may be prohibited under the HFCAA and, as a result, Nasdaq may determine to delist our securities.
  17
  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%.
  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, 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.
  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 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.
  Fluctuations in exchange rates could have
  a material adverse effect on our results of operations and the value of your investment.
  To date, a large portion of our revenues and expenditures
  have been denominated in RMB, whereas our reporting currency is the U.S. dollar. As a result, fluctuations in the exchange rate between
  the U.S. dollar and RMB will affect the relative purchasing power in RMB terms of our U.S. dollar assets. Our reporting currency is the
  U.S. dollar while the functional currency for our future PRC subsidiary is RMB. Gains and losses from the remeasurement of assets and
  liabilities that are receivable or payable in RMB are included in our consolidated statements of operations. Periodic remeasurements have
  caused the U.S. dollar value of our results of operations to vary with exchange rate fluctuations, and the U.S. dollar value of our results
  of operations will continue to vary with exchange rate fluctuations. A fluctuation in the value of RMB relative to the U.S. dollar could
  reduce our profits from operations and the translated value of our net assets when reported in U.S. dollars in our financial statements.
  This could have a negative impact on our business, financial condition or results of operations as reported in U.S. dollars. If we decide
  to convert our RMB into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or for other business purposes,
  appreciation of the U.S. dollar against the RMB would have a negative effect on the U.S. dollar amount available to us. In addition, fluctuations
  in currencies relative to the periods in which the earnings are generated may make it more difficult to perform period-to-period comparisons
  of our reported results of operations.
  18
  There remains significant international pressure
  on the PRC government to adopt a flexible currency policy. Any significant appreciation or depreciation of the RMB may materially and
  adversely affect our revenues, earnings and financial position, and the value of, and any dividends payable on, our ordinary shares in
  U.S. dollars. For example, to the extent that we need to convert U.S. dollars into RMB to pay our operating expenses, appreciation of
  the RMB against the U.S. dollar would have an adverse effect on the RMB amount we would receive from the conversion. Conversely, a significant
  depreciation of the RMB against the U.S. dollar may significantly reduce the U.S. dollar equivalent of our earnings, which in turn could
  adversely affect the market price of our ordinary shares.
  Very limited hedging options are available in
  China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions in an effort to
  reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability
  and effectiveness of these hedges may be limited, and we may not be able to hedge our exposure to exchange rate fluctuations adequately
  or at all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to
  convert RMB into foreign currency. As a result, fluctuations in exchange rates may have a material adverse effect on your investment.
  Governmental control of currency conversion
  may limit our ability to utilize our net revenues effectively and affect the value of your investment.
  The PRC government imposes controls on the convertibility
  of RMB into foreign currencies and, in certain cases, the remittance of currency out of China. We have received substantially all of our
  net revenues in RMB. Under our current corporate structure, our Company domiciled in the Cayman Islands may rely on dividend payments
  from our PRC subsidiary to fund any cash and financing requirements we may have. Under existing PRC foreign exchange regulations, payments
  of current account items, such as profit distributions and trade and service-related foreign exchange transactions, can be made in foreign
  currencies without prior approval from SAFE by complying with certain procedural requirements. Therefore, our future PRC subsidiary is
  able to pay dividends in foreign currencies to us without prior approval from SAFE, subject to the condition that the remittance of such
  dividends outside of the PRC complies with certain procedures under PRC foreign exchange regulations, such as the overseas investment
  registrations by the beneficial owners of our Company who are PRC residents. However, approval from or registration with appropriate government
  authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses, such as
  the repayment of loans denominated in foreign currencies. Therefore, our ability to support any operating and capital expenditure commitments
  in China will depend upon our obtaining approval from or registration with appropriate governmental authorities. The PRC government may
  also at its discretion restrict access in the future to foreign currencies or current account transactions. If the foreign exchange control
  system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay any
  potential dividends to our shareholders if we determine to declare any dividends in the future.
  General Risks
  We have a history of operating losses, and
  we may not be able to sustain profitability; we have recently shifted our bitcoin mining business, and we may not be continuously successful
  in this business.
  We only recently became profitable from our continuing
  bitcoin mining operations. We may again incur losses, as we continue to work to grow our bitcoin mining business. We were previously engaged
  in a peer to peer ("P2P") online lending business in China. Starting on or about November 2019, we made a decision to diversify
  into the bitcoin mining business, as well as the car rental business in the United States, which plans concerning the car rental business
  were suspended as a result of the coronavirus pandemic. In September 2020, we disposed of our P2P and Chinese car rental business and
  decided to focus primarily on our bitcoin mining business. Currently, our operations are focused on our bitcoin mining business located
  at our bitcoin mining facilities in the United States and Canada. Our current business, including our growth strategy for our business,
  involves an industry that is itself new and evolving and is subject risks, many of which are discussed below. Even though we are currently
  operating profitability, we may not be able to sustain profitability in subsequent periods. See "Bitcoin Related Risks" below.
  19
  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. In May 2021 when the Chinese government targeted virtual currency mining and put pressure
  on Chinese banks and payment companies to restrict cryptocurrency transactions and otherwise signaled that China intended to further limit
  cryptocurrency mining within the country, we suspended operations in China and continued to migrate all of our remaining miners in China
  to North America. Our results of operations for the second and third quarters of 2021 have been adversely affected by the material decrease
  in bitcoins mined during those periods, including, in part, due to the need to migrate and replace a portion of our miners. While we expect
  to have all migrated miners and any newly purchased ones operational during the fourth quarter of 2021 or first quarter of 2022, there
  can be no assurance we will 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 bitcoin; and
  ●
  general economic, industry and market conditions.
  Pursuant to a Share Purchase Agreement dated September
  8, 2020, the Company sold Point Cattle Holdings Limited, one of the Company's subsidiaries, together with its subsidiaries and VIEs
  to an unaffiliated third party, and, following the disposition, the operations of its peer-to-peer lending business were classified as
  discontinued operations. Since on or before September 8, 2020, the spun-off subsidiaries and VIEs engaging in peer-to-peer lending business
  have no current or ongoing relationship with the Company. See Item 4 - "Information of the Company - Legal Proceedings" in
  our Annual Report on Form 20-F for the year ended December 31, 2020.
  We have not received any administrative penalty
  for our historical peer-to-peer lending business as of the date of this prospectus. Nevertheless, uncertainties still exist since the
  PRC law system also contains government policies and internal rules (some of which are not published in a timely manner or at all) that
  may have retroactive effect. According to the newly-issued Regulations on the Prevention and Treatment of Illegal Fundraising, which came
  into force on May 1, 2021, no one shall benefit from illegal fund-raising. Even if there is no criminal offense, the PRC governmental
  authorities or regulators have the right to seal up, freeze and/or seize the related assets, and the PRC governmental authority also could
  mandatorily request the person/entity who commits illegal fund-raising or who assists the illegal fund-raising which could involve the
  Company, to return or sell related assets which could be those of the Company, at the current price to recover the funds that were illegally
  raised. In addition, although the Company is not responsible for any potential claims by customers with losses, the filing of any such
  claims and/or government investigations or proceedings against the Company or any of its affiliates, even if not justified, may create
  negative publicity and have a material adverse effect on the Company. If such situations occur, our business, financial condition and
  results of operations may be materially and adversely affected even though we disposed of our former VIE entities that were involved in
  the P2P lending business.
  20
  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.
  Having recently exited China, we are seeking to
  enter bitcoin mining related business 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 stock, 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 stock as consideration.
  From time to time we may evaluate and potentially
  consummate strategic investments or acquisitions, 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 business. 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;
  ●
  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 U.S., in which we have limited or no prior experience;
  21
  ●
  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. Bryan Bullett, our Chief Executive Officer, Mr. Erke
  Huang, our Chief Financial Officer, and Mr. Sam Tabar, our Chief Strategy 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.
  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 30, 2020, 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. See Item 15 – "Controls and Procedures" in the Company's Annual
  Report on Form 20-F for the year ended December 31, 2020.
  22
  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.
  The coronavirus pandemic is a serious threat
  to health and economic wellbeing affecting our employees, investors and our sources of supply, which could significantly disrupt our operations
  and financial results.
  On March 11, 2020, the World Health Organization
  announced that COVID-19 infections had become pandemic, and, on March 13, 2020, the U.S. President declared a national emergency relating
  to the virus. There has been and continues to be widespread infection in the United States with a second wave now appearing in China and
  elsewhere, with the potential for catastrophic impact. Mandatory business closures have had catastrophic impacts on worldwide economies
  of uncertain duration.
  We believe that our results of operations, business
  and financial condition has continuously been adversely impacted by the effects of the novel Coronavirus (COVID-19). In addition to global
  macroeconomic effects, the novel Coronavirus (COVID-19) outbreak and any other related adverse public health developments may cause disruption
  to our mining activities. If an outbreak occurs near our mining facilities, we may experience disruptions to our business operations resulting
  from quarantines, self-isolations, or other movement and restrictions on the ability of our mining consultants to perform their jobs.
  If we are unable to effectively service our miners, our ability to mine bitcoin will be adversely affected as miners go offline, which
  would have an adverse effect on our business and the results of our operations. The novel Coronavirus (COVID-19) or other disease outbreak
  has in the short-term, and may over the longer term, adversely affect the economies and financial markets of many countries, resulting
  in an economic downturn that may adversely affect demand for bitcoin and impact our operating results. Although the magnitude of the impact
  of the novel Coronavirus (COVID-19) outbreak on our business and operations remains uncertain, the continued global spread of the novel
  Coronavirus (COVID-19) or the occurrence of other epidemics and the imposition of related public health measures and travel and business
  restrictions will adversely impact our business, financial condition, operating results and cash flows. In addition, we have experienced
  and will experience disruptions to our business operations resulting from quarantines, self-isolations, or other movement and restrictions
  on the ability of our employees to perform their jobs. If we are unable to effectively service our miners, our ability to mine bitcoin
  will be adversely affected as miners go offline, which would have an adverse effect on our business and the results of our operations.
  Our third-party manufacturers, suppliers, sub-contractors
  and customers have been and will continue to be disrupted by worker absenteeism, quarantines, restrictions on employees' ability
  to work, office and factory closures, disruptions to ports and other shipping infrastructure, border closures, or other travel or health-related
  restrictions. Depending on the magnitude of such effects on our supply chain, shipments of parts for our existing miners, which are second-hand,
  as well as any new miners we purchase, may be delayed. As our miners require repair or become obsolete and require replacement, our ability
  to obtain adequate replacements or repair parts from their manufacturer may therefore be hampered. Supply chain disruptions could therefore
  negatively impact our operations. If not resolved quickly, the impact of the novel Coronavirus (COVID-19) global pandemic could have a
  material adverse effect on our business.
  The effectiveness of the COVID-19 vaccine and
  vaccination programs remains to be verified worldwide, including against variants of the virus. The sweeping nature of the COVID-19 pandemic
  makes it extremely difficult to predict how the company's business and operations will be affected in the longer run. So far, the
  likely overall economic impact of the pandemic is widely viewed as highly negative to the global economy.
  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 develop the infrastructure
  of a public company and 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.
  23
  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 bitcoin mining business plan, it would affect our financial and business condition and results of operations.
  In October 2019, we decided to enter the bitcoin
  mining business. There are various risks related to these efforts, including 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. Our intentions and expectations with
  regard to 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.
  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.
  During the year ended December 31, 2020, we raised
  gross proceeds aggregating $5.2 million in cash and $14.6 million in U.S. digital coin in certain private placements, which enabled us
  to implement our new business strategy. Since May 20, 2021, we drew down an aggregate of $36,000,000 under the Purchase Agreement. However,
  we incurred net losses of approximately $1.9 million, $9.7 million and $3.5 million for the years ended December 31, 2020, 2019 and 2018,
  respectively. We also reported a net loss of $1,339,400 during the three months ended June 30, 2021, as a result of our suspension of
  mining operations in China. We also had negative cash flows from our operating activities of approximately $3.1 million, $1.3 million
  and $5.1 million for the years ended December 31, 2020, 2019 and 2018, respectively. 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 from our September 2021 Private Placement and anticipated cash flows from
  operating activities will 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 this 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.
  Bitcoin-Related Risks
  Our results of operations are expected to
  be impacted by significant fluctuation of Bitcoin price
  The price of Bitcoin has experienced significant
  fluctuations over its relatively short existence and may continue to fluctuate significantly in the future. Bitcoin prices ranged from
  approximately US$3,792 per coin as of December 31, 2018; US$7,220 per coin as of December 31, 2019; US$28,922 per coin as of December
  31, 2020; to US$34,755 per coin as of June 30, 2021 and US$57,413.86 as of October 11, 2021 according to Blockchain.info. According to
  the same source, from January 1, 2020 to date, the highest Bitcoin price was approximately US$63,558 per coin and the lowest was US$3,800
  per coin.
  24
  We expect our results of operations to continue
  to be affected by the bitcoin price as most of our revenue is from bitcoin mining production as of the filing date of this prospectus.
  Any future significant reductions in the price of bitcoin will likely have 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. Furthermore, fluctuations in the bitcoin price can have an immediate impact on the
  trading price of our ordinary shares even before our financial performance is affected, if at all.
  Various factors, mostly beyond our control, could
  impact the bitcoin price. For example, 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 most recent halving event occurred in May 2020 and next one to occur four years later, which may further contribute
  to Bitcoin price volatility.
  Our future success will depend in large
  part upon the value of bitcoin; the value of bitcoin may be subject to pricing risk and has historically been subject to wide swings
  .
  Our operating results will depend in large part
  upon the value of bitcoin because it is the sole cryptocurrency we currently mine. 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 persons engaged in 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 will be reflected in our statement of operations (i.e., we will be marking bitcoin to fair value each quarter).
  This means that our operating results will be subject to swings based upon increases or decreases in the value of bitcoin. Furthermore,
  our strategy currently focuses entirely on bitcoin (as opposed to other cryptocurrencies). 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 cryptocurrencies, such as ether, that are not mined utilizing the "SHA-256 algorithm." If other
  cryptocurrencies 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 bitcoin market prices, which
  have historically been volatile and are impacted by a variety of factors (including those discussed below), are determined primarily using
  data from various exchanges, over-the-counter markets and derivative platforms. 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 cryptocurrencies, or our share price, inflating
  and making their market prices more volatile or creating "bubble" type risks for both bitcoin and shares of our ordinary shares.
  The impact of government responses to miner
  activity is uncertain.
  Because of environmental-impact concerns related
  to the potential high demand for electricity to support cryptocurrency 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 cryptocurrencies to be discontinued on very short notice. We were already in the process of migrating our bitcoin mining
  assets out of China to North America; however, in light of the Chinese government's actions, we had to accelerate our migration
  efforts, which has had a material adverse effect on our operations during the second and third quarters of 2021.
  25
  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 for the second quarter of 2021.
  Our discontinuance of mining operations in China
  in response to such government action caused us to migrate miners to North America. This process resulted in costs associated with the
  refurbishment and transfer to be incurred by us, as well as the transferred miners being off-line and not able to mine cryptocurrencies
  for some time. This has had an adverse impact on our earnings for the second and third quarters of 2021.
  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 the registration statement of which this prospectus
  is a part to continue to purchase bitcoin mining machines. 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 bitcoin 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 may
  need to evolve as well. From time to time, we may 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.
  The properties included in our mining network
  may experience damage, including damage that is not covered by insurance.
  Our prior mining operations in China and current
  operations in the states of Texas, Nebraska and Georgia in the United States and Canada 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.
  26
  If, pursuant to our hosting service contracts
  (the "Hosting Agreements") with hosting service providers, hosting service providers cannot or will not supply sufficient
  electric power for us to operate our miners, we may be required 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 have 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 provide many advantages as opposed to other alternative arrangements.
  If we are required to deploy or move our miners from the current hosting service providers to other mining facilities, 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.
  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.
  If we are forced to relocate to a new mining facility,
  we may not be successful in identifying adequate replacement facilities to house our miners. Even if we do identify such facilities, we
  may not be able to secure use of those facilities at rates that are economically viable to support our mining activities. Relocating our
  miners, as we did to migrate from China, will require 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. If 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 cryptocurrencies is subject to a variety of factors that are difficult
  to evaluate.
  The use of cryptocurrencies 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 cryptocurrencies 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 cryptocurrencies as a medium to exchange;
  ●
  governmental and quasi-governmental regulation of cryptocurrencies 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;
  27
  ●
  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 cryptocurrencies for developing smart contracts and distributed applications;
  ●
  general economic conditions and the regulatory environment relating to cryptocurrencies; and
  ●
  negative consumer sentiment and perception of bitcoin specifically and cryptocurrencies 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 cryptocurrencies
  we mine or otherwise acquire or hold for our own account, which would harm investors in our securities.
  Banks and financial institutions may not
  provide banking services, or may cut off services, to businesses that engage in bitcoin-related activities or that accept cryptocurrencies
  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. Similarly, a number of companies and individuals or businesses associated with cryptocurrencies 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 cryptocurrencies 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 cryptocurrencies as a payment system, harm public perception of cryptocurrencies and decrease their usefulness.
  The usefulness of cryptocurrencies as a payment
  system and the public perception of cryptocurrencies 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 cryptocurrencies 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.
  We may face risks of Internet disruptions,
  which could have an adverse effect on the price of cryptocurrencies.
  A disruption of the Internet may affect the use
  of cryptocurrencies and subsequently the value of our securities. Generally, cryptocurrencies and our business of mining cryptocurrencies
  is dependent upon the Internet. A significant disruption in Internet connectivity could disrupt a currency's network operations
  until the disruption is resolved and have an adverse effect on the price of cryptocurrencies and our ability to mine cryptocurrencies.
  The impact of geopolitical and economic
  events on the supply and demand for cryptocurrencies is uncertain.
  Geopolitical crises may motivate large-scale purchases
  of bitcoin and other cryptocurrencies, which could increase the price of bitcoin and other cryptocurrencies 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 cryptocurrencies as investors focus their investment
  on less volatile asset classes as a means of hedging their investment risk.
  28
  As an alternative to fiat currencies that are
  backed by central governments, cryptocurrencies, 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 may motivate large-scale acquisitions or sales of cryptocurrencies 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 cryptocurrencies we mine
  or otherwise acquire or hold for our own account.
  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 cryptocurrency
  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 cryptocurrencies, the value of our ordinary shares may be adversely affected.
  29
  There is a lack of liquid markets for cryptocurrencies,
  and blockchain/bitcoin-based assets are susceptible to potential manipulation.
  Cryptocurrencies 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. 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 cryptocurrencies we mine or otherwise acquire or hold for our own account, and harm investors.
  Our operations, investment strategies and
  profitability may be adversely affected by competition from other methods of investing in cryptocurrencies.
  We compete with other users and/or companies that
  are mining cryptocurrencies and other potential financial vehicles, including securities backed by or linked to cryptocurrencies 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 cryptocurrencies 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 cryptocurrencies 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 cryptocurrencies we mine or otherwise acquire or hold for our own account,
  and harm investors.
  Our bitcoins may be subject to loss, theft
  or restriction on access.
  There is a risk that some or all of our bitcoins
  could be lost or stolen. Cryptocurrencies are stored in bitcoin sites commonly referred to as "wallets" by holders of bitcoins
  which may be accessed to exchange a holder's bitcoin assets. Access to our bitcoin 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. 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 all of our cryptocurrencies in cold storage 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.
  Hackers or malicious actors may launch attacks
  to steal, compromise or secure cryptocurrencies, such as by attacking the bitcoin network source code, exchange miners, third-party platforms,
  cold and hot storage locations or software, or by other means. We may be in control and possession of one of the more substantial holdings
  of bitcoins. 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 bitcoin holdings
  or the holdings of others 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.
  30
  Cryptocurrencies 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 cryptocurrencies 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 cryptocurrencies we mine or otherwise acquire or hold for our own account.
  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.
  At present, the Company is evaluating several
  third-party custodial 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 bitcoin 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.
  Incorrect or fraudulent bitcoin transactions
  may be irreversible.
  Bitcoin transactions are irrevocable and stolen
  or incorrectly transferred cryptocurrencies 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 cryptocurrencies 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 Chain Analysis
  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 cryptocurrencies we mine or otherwise acquire or
  hold for our own account.
  31
  Our reliance primarily on a few models of miners may subject
  our operations to increased risk of mine failure.
  The performance and reliability of our miners
  and our technology is critical to our reputation and our operations. Because we currently use MicroBT, Bitmain and Innosilicon 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, Bitmain and Innosilicon miners affects all our miners, if a
  defect other flaw is exploited, our entire mine 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 cyber-attack, 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.
  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.
  Cryptocurrencies face significant scaling
  obstacles that can lead to high fees or slow transaction settlement times.
  Cryptocurrencies 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 cryptocurrencies is essential to the widespread acceptance of cryptocurrencies 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,
  cryptocurrencies 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.
  32
  The price of cryptocurrencies may be affected
  by the sale of such cryptocurrencies by other vehicles investing in cryptocurrencies 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 cryptocurrencies 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 cryptocurrencies or tracking bitcoin markets
  form and come to represent a significant proportion of the demand for cryptocurrencies, large redemptions of the securities of those vehicles
  and the subsequent sale of cryptocurrencies 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 cryptocurrencies we mine or otherwise acquire or hold for our own account.
  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 cryptocurrencies 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. To date, we have purchased second-hand miners from third parties.
  The degradation of our miners will require us to, over time, replace those miners which are no longer functional. Additionally, as the
  technology evolves, we may be required to acquire newer models of miners to remain competitive in the market. Reports have been released
  which indicate that miner manufacturer or seller adjusts the prices of its 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. The global reliance on China as a main supplier
  of bitcoin miners has been called into question 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 for which we mine, is subject
  to halving; the bitcoin reward for successfully uncovering a block will halve several times in the future and their 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 cryptocurrencies 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 process will reoccur until the
  total amount of bitcoin currency rewards issued reaches 21 million, which is expected around 2140. 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 percent of the processing power active on a blockchain, potentially permitting such actor or botnet to manipulate a blockchain in
  a manner that adversely affects 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 cryptocurrencies 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.
  33
  The impact of social media and influencers
  on the price for cryptocurrencies 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.
  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 a 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 cryptocurrencies, 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. Proof of stake is an alternative method in
  validating cryptocurrency transactions. Should the bitcoin algorithm shift from a proof of work validation method to a proof of stake
  method, mining would require 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 form this as a result, and may be negatively impacted if a switch to proof of stake validation
  were to occur. 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 cryptocurrencies we mine or otherwise acquire
  or hold for our own account
  .
  34
  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 cryptocurrencies.
  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.
  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, 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, it may be able to alter blockchains on which transactions of bitcoin 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 could not generate new units or transactions using such control. The
  malicious actor could "double-spend" its own bitcoin (i.e., spend the same bitcoin 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
  does not yield its control of the processing power on the network or the bitcoin community does 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 cryptocurrencies 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 network, it is believed that certain
  mining pools may have exceeded the 50% threshold in bitcoin. The possible crossing of the 50% threshold indicates a greater risk that
  a single mining pool could exert authority over the validation of bitcoin transactions. To the extent that the bitcoin ecosystem, and
  the administrators of mining pools, do not act to ensure greater decentralization of bitcoin 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 50% mining pool and thereby gain control of 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, 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 cryptocurrencies we mine or otherwise acquire or hold for our own account,
  and harm investors.
  35
  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 bitcoin 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. According
  to PRC Provisions on Supply and Use of Electricity (revised in 2019), excessive use of electricity or failure to use electricity in accordance
  with the contract may result in stop of the power supply. Additionally, our miners could be materially adversely affected by a power outage.
  PRC Electricity Law forbids users to build power plants without permission of Electric Department of the State Council. Given the power
  requirement, it would not be feasible to run miners on back-up power generators or purchase power from personal power plants in the event
  of a government restriction on electricity or a power outage.
  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 bitcoin 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 bitcoin 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.
  Risks Related to United States Government Regulation
  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 cryptocurrency transmission businesses, as well as those
  governing data privacy, data governance, data protection, cybersecurity, 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.
  36
  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, cryptocurrency 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.
  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
  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.
  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 cryptocurrency mining machines,
  as well the environmental impact of mining for the rare earth metals used in the production of mining servers, the cryptocurrency 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. United States 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 cryptocurrency 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.
  38
  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 is a highly complex, fact-driven analysis that may evolve over time, and
  the outcome is difficult to predict. 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 Ethereum
  are the only digital assets which senior officials at the SEC have publicly stated are unlikely to be considered securities. If a digital
  asset is determined or asserted to be a security, it is likely to become difficult or impossible for the digital asset 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 asset is likely to significantly impact its liquidity and market participants' ability
  to convert the digital asset into U.S. dollars.
  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 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 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 foreign jurisdiction, or in a proceeding in a court of law or otherwise, it may have adverse
  consequences for such cryptocurrency. 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 cryptocurrency to be traded, cleared, and custodied as compared to other cryptocurrencies that are not considered to be securities.
  39
  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.
  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.
  Passage of H.R. 3684 known as the Infrastructure Investment and
  Jobs Act of 2021 (the "Infrastructure Act") may have an adverse impact on our business and financial condition.
  On August 10, 2021, the United States Senate (the
  "Senate") voted 69-30 to pass 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" in a way
  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.
  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 cryptocurrency market. Additionally, noncompliance with this provision could lead to significant fines and or
  regulatory actions against our company.
  There can be no assurance that the Infrastructure
  Act will be passed in its current form, if at all. The Company is therefore unable to determine, with any degree of certainty, how it
  will comply if enacted, what the costs of compliance will be, and/or the risks of non-compliance. Prior to becoming law, the Infrastructure
  Act has to pass the United States House of Representatives (the "House") and then be signed by the President of the United
  States (the "President"). If the House version modifies the Senate version, the legislation needs to be reconciled through
  a temporary bicameral conference committee established to resolve the differences between the two versions of the legislation. Then the
  House and Senate must pass the final version of the legislation prior to the legislation being sent to the President. There can be no
  assurance that prior to the President signing the final version of the Infrastructure Act, Section 80603 will be modified with limiting
  language that provides protection to the cryptocurrency industry.
  40
  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, 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, 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 an 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.
  To the extent that our activities cause us to
  be deemed a "money transmitter" ("MT") or equivalent designation, under state law in any state in which we operate
  (currently, Nebraska, Georgia and Texas), 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 anti-money laundering 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
  U.S. 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.
  41
  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 bitcoin assets, the determination that we have made for how to account for bitcoin assets
  transactions may be subject to change.
  Because there has been limited precedent set for
  the financial accounting of cryptocurrencies 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 transactions and assets 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 cryptocurrencies we hold or expects to acquire for our own account and harm investors.
  Risks Related to Canadian Government Regulations
  The Alberta Utilities Commission ("AUC")
  and AUC's Decision 26379-D02-2021 may have a potential negative impact on our business and financial condition.
  The Alberta Utilities Commission ("AUC")
  is the Province of Alberta's electric generation regulatory agency. AUC regulates and oversees the development of and generation
  of electricity under the Hydro and Electric Act (the "Act"). AUC ensures that proposed electric generation activities are
  in the public interest while considering related environmental and social issues. As such, AUC must approve all cryptocurrency miners
  seeking to develop their own electric generation in Alberta, unless their operations are exempt.
  AUC requires a formal application and approval
  for all generation plants over 10 MW. An application to AUC is not required when all of the following criteria are met:
  1.
  The power generation capacity is less than 10 megawatts;
  2.
  The operator generates electricity solely for their own use;
  3.
  No person is directly and adversely affected by the powerplant;
  4.
  The powerplant complies with the AUC noise control rules; and
  5.
  There is no adverse effect on the environment.
  Bit Digital is not seeking their own electric
  generation plant in Alberta. Instead, Bit Digital entered into a Master Service Agreement ("MSA") with Link Global Technologies
  ("Link Global"). Link Global will provide electrical power to Bit Digital. However, AUC's requirements are still pertinent
  to Bit Digital's operation.
  Link Global recently established power generation
  facilities in Alberta aggregating less than 10 megawatts; believing all five aforementioned criteria were met, Link Global did not obtain
  formal approval from AUC. Link Global sold energy at their plants to Block One, a bitcoin mining company, under a Master Service Agreement.
  Block One owned their own bitcoin mining equipment.
  42
  Following noise complaints from residential homes
  adjacent to Link Global' s plants, the AUC's enforcement staff initiated an investigation. Following the investigation, AUC
  enforcement staff alleged that Link Global was not generating electricity for its own use.
  AUC's Decision 26379-D02-2021 (the "Decision")
  analyzes criteria #2 "the operator generates electricity solely for their own use." Section 13 of the Act provides that the
  requirement that a person obtain approval from the AUC to operate a power plant does "not apply to a person generating or proposing
  to generate energy solely for the person's own use." The Act defines a person as a municipal corporation or other corporation.
  AUC found that the definition of "person" in the Act did not extend to a partnership or joint venture arrangement. AUC concluded
  that Link Global was not generating electricity for its own use.
  Following the Decision, Block One transferred
  its ownership of the cryptocurrency processing facilities to Link Global. Following the transfer, Link Global' s exclusive ownership
  met the own use definition of Section 13 of the Act.
  AUC's narrow interpretation of the definition
  of own use and the conclusion that it was not the intention of the legislature to extend the meaning of own use to separate corporate
  entities may require Bit Digital to revise its MSA and transfer ownership of assets to Link Global, while AUC's broad regulatory
  and enforcement mechanisms, may create additional risk.
  We are subject to Canadian restrictions on export.
  Under Canadian law, we cannot export, re-export,
  transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside Canada in connection
  with an Agreement with Link Global without first complying with all export control laws and regulations which may be imposed by applicable
  governmental authorities of any country or organization of nations within whose jurisdiction we operate or do business.
  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 cryptocurrency 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 cryptocurrency 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.
  43
  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. See "Business-Intellectual Property" and "Regulation—Regulation on Intellectual Property Rights"
  in our Annual Report on Form 20-F for the year ended December 31, 2020. 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.
  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 cryptocurrencies 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 cryptocurrencies;
  44
  ●
  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;
  ●
  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 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 Item 4 - "Information
  on the Company - Legal Proceedings" in our Annual Report on Form 20-F for the year ending December 31, 2020 and the risk factor
  below titled "We are defendants in securities class action litigation which could result in substantial costs and liabilities for
  the Company." We, and some of our current and former officers and directors, have been named as parties to various lawsuits arising
  out of, or related to, allegedly false and misleading statements made in prior securities filings, and those lawsuits could adversely
  affect us, require significant management time and attention, result in significant legal expenses or damages, and cause our business,
  financial condition, results of operations and cash flows to suffer."
  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 72% of the voting power of our outstanding shares as of October 25, 2021 or approximately 42% of all
  votes cast. 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 also 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.
  45
  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 in November 2019, so we were not in compliance with
  Nasdaq's rules for listing standards. Although we regained compliance, 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 in 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.
  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.
  46
  We are defendants in securities class actions
  litigation which could result in substantial costs and liabilities 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 8, 2021, a period of volatility in our shares, as well as volatility
  in the price of bitcoin. We believe the complaints are based solely upon a research article issued on January 11, 2021, which included
  false claims and to which the Company responded in a press release filed on Form 6-K on January 19, 2021. 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 upon the January 11, 2021 research article and included additional information concerning our previously
  discontinued peer to peer lending business. While the outcome is uncertain at this early point in time, we intend to seek dismissal of
  the lawsuit and will vigorously defend the action.
  We have not paid 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. 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 United
  States 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 United States 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 United States securities laws. It may be difficult for a shareholder to seek recognition and/or enforce against us 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.
  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. See "Description of Share Capital –
  Provisions in Corporate Law" below.
  47
  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 and expect to remain as such through at least 2021. 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 are an "emerging growth company"
  within the meaning of the Securities Act, and we take advantage of certain exemptions from disclosure requirements available to emerging
  growth companies, which could make it more difficult to compare our performance with other public companies and make our ordinary shares
  less attractive to investors.
  We are an "emerging growth company"
  within the meaning of the Securities Act, as modified by the JOBS Act. Section 102(b)(1) of the JOBS Act exempts emerging growth companies
  from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not
  had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act)
  are required to comply with the new or revised financial accounting standards. We have elected to take advantage of certain exemptions
  from various reporting requirements that are applicable to other public companies that are not "emerging growth companies",
  including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley
  Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and 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. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the
  requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt
  out of such extended transition period, which means that, when a financial accounting standard is issued or revised and it has different
  application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time
  private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company
  that is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period
  difficult or impossible because of the potential differences in accountant standards used. Because of these lessened regulatory requirements,
  our shareholders are left without information or rights available to shareholders of more mature companies. If some investors find our
  ordinary shares less attractive as a result, there may be a less active trading market for our ordinary shares, and our share price may
  be more volatile.
  48
  We incur significant costs as a result of
  being a public company and will continue to do so in the future, particularly after 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 are an "emerging growth company,"
  as set forth above, and will remain an emerging growth company until 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. If we are no longer an emerging growth company, we will incur additional costs which could have a material
  adverse effect on our financial condition.
  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 2021 or any future taxable
  year is uncertain because, among other things, the treatment of cryptocurrency 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 circumstances.
  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.
  49
  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.
  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, 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.
  50
  Ogier has informed us that it is uncertain whether
  the courts of the Cayman Islands will allow shareholders of our Company to originate actions in the Cayman Islands based upon securities
  laws of the United States. In addition, there is uncertainty with regard to Cayman Islands law related to whether a judgment obtained
  from the U.S. courts under civil liability provisions of U.S. securities laws will be determined by the courts of the Cayman Islands as
  penal or punitive in nature. If such a determination is made, the courts of the Cayman Islands will not recognize or enforce the judgment
  against a Cayman Islands company, such as our Company. As the courts of the Cayman Islands have yet to rule on making such a determination
  in relation to judgments obtained from U.S. courts under civil liability provisions of U.S. securities laws, it is uncertain whether such
  judgments would be enforceable in the Cayman Islands. Ogier has further advised us that the courts of the Cayman Islands would recognize
  as a valid judgment a final and conclusive judgment in personam obtained in the federal or state courts in the United States, provided
  it is 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), under which a sum of money is payable (other than a
  sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty)
  or, in certain circumstances, an in personam judgment for non-monetary relief, and would give a judgment based thereon provided that:
  (a) such courts had proper jurisdiction over the parties subject to such judgment; (b) such courts did not contravene the rules
  of natural justice of the Cayman Islands; (c) such judgment was not obtained by fraud; (d) the enforcement of the judgment would
  not be contrary to the public policy of the Cayman Islands; (e) no new admissible evidence relevant to the action is submitted prior
  to the rendering of the judgment by the courts of the Cayman Islands; and (f) there is due compliance with the correct procedures
  under the laws of the Cayman Islands.
  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 listed below (the
  "Selling Securityholders"). 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.
  51
  The following table sets forth, with respect to
  each Selling Securityholder, based upon information available to us as of October 25, 2021, 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
  NONE
  *
  *
  Less than one (1%) percent of the issued and outstanding ordinary
  shares.
  (1)
  Based on 69,308,086 ordinary shares issued and outstanding as of October 25, 2021 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.
  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;
  ●
  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;
  52
  ●
  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 share of common stock, 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 stockholder
  and/or the purchasers. The ordinary shares are listed on the Nasdaq Capital Market under the symbol "BTBT."
  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.
  53
  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. Neither we nor Ionic can 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 common stock 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 common stock, 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 common stock. 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 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 US$3,500,000.
  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
  October 25, 2021, there were 69,308,086 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.
  54
  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 Stock 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, our counsel as to Cayman
  Islands law.
  EXPERTS
  Our consolidated financial statements for the
  fiscal year ended December 31, 2020 have been incorporated by reference in this Prospectus and in this Registration Statement in reliance
  upon the report of Audit Alliance LLP and for the fiscal year ended December 31, 2019, upon the report of JLKZ CPA LLP, independent registered
  public accounting firm, on their 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.
  55
  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)
  Bit Digital's Proxy Statement on
  Form 6-K
  filed with the SEC on April 7, 2021.
  (2)
  Bit Digital's Annual Report on
  Form 20-F
  for the year ended December 31, 2020, filed with the SEC
  on March 30, 2021.
  (3)
  Bit Digital's Report on
  Form 6-K
  for April 2021 filed with the SEC on April 1, 2021.
  (4)
  Bit Digital's Report on
  Form 6-K
  for April 2021 filed with the SEC on April 2, 2021.
  (5)
  Bit Digital's Report on
  Form 6-K
  for April 2021 filed with the SEC on April 26, 2021.
  (6)
  Bit Digital's Report on
  Form 6-K
  for the quarter ended March 31, 2021 filed with the SEC on May 6, 2021.
  (7)
  Bit Digital's Report on
  Form 6-K
  for May 2021 filed with the SEC on May 18, 2021.
  (8)
  Bit Digital's Report on
  Form 6-K
  for May 2021 filed with the SEC on May 27, 2021.
  (9)
  Bit Digital's Report on
  Form 6-K
  for June 2021 filed with the SEC on June 8, 2021.
  (10)
  Bit Digital's Report on
  Form 6-K
  for July 2021 filed with the SEC on July 13, 2021.
  (11)
  Bit Digital's Report on
  Form 6-K
  for July 2021 filed with the SEC on July 15, 2021.
  (12)
  Bit Digital's Proxy Statement on
  Form 6-K
  for August 2021 filed with the SEC on August 16, 2021.
  (13)
  Bit Digital's Report on
  Form 6-K
  for the six months ended June 30, 2021 filed with the SEC on August
  20, 2021.
  (14)
  Bit Digital's Report on
  Form 6-K
  for August 2021 filed with the SEC on August 31, 2021.
  (15)
  Bit Digital's Report on
  Form 6-K
  for September 2021 filed with the SEC on September 10, 2021.
  (16)
  Bit Digital's Report on
  Form 6-K
  for September 2021 filed with the SEC on September 13, 2021.
  (17)
  Bit Digital's Report on
  Form 6-K
  for September 2021 filed with the SEC on September 29, 2021.
  (18)
  Bit Digital's Report on
  Form 6-K
  for September 2021 filed with the SEC on September 30, 2021.
  (19)
  Bit Digital's Report on
  Form 6-K
  for October  2021 filed with the SEC on October 12, 2021.
  (20)
  Bit Digital's Report on
  Form 6-K
  for October  2021 filed with the SEC on October 18, 2021.
  (21)
  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.
  II-
  1
  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.
  (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.
  II-
  2
  (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 BCL. 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 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.
  (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.
  II-
  3
  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
  2021 Second Omnibus Equity Incentive Plan with Form of Restricted Stock Award (1)
  4.2
  Form of Incentive Stock Option Agreement
  4.3
  Form of Non-Statutory Stock Option Agreement
  5.1
  Opinion of Ogier
  23.1
  Consent of Ogier (contained in the opinion at Exhibit 5.1)
  23.2
  Consent of Audit Alliance LLP
  23.3
  Consent of JLKZ CPA LLC
  24.1
  Power of attorney of officers and directors of the Registrant (included in page II-6)
  (1)
  Incorporated by reference to the Registrant's Form 6-K filed with the SEC on August 16, 2021.
  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;
  II-
  4
  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:
  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 October 29, 2021.
  BIT DIGITAL, INC.
  By:
  /s/
  Bryan Bullett
  By:
  Bryan Bullett
  Title:
  Chief Executive Officer
  KNOW ALL MEN BY THESE PRESENTS
  , that each
  person whose signature appears below constitutes and appoints Bryan Bullett 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/
      Bryan Bullett
  Chief Executive Officer
  October 29,2021
  Bryan Bullett
  /s/
      Erke Huang
  Chief Financial Officer
  October 29,2021
  Erke Huang
  /s/
      Zhaohui Deng
  Director
  October 29,2021
  Zhaohui Deng
  /s/
      Erke Huang
  Director
  October 29,2021
  Erke Huang
  /s/
      Ichi Shih
  Director
  October 29,2021
  Ichi Shih
  /s/
      Yan Xiong
  Director
  October 29,2021
  Yan Xiong
  /s/ Min Hu
  Director
  October 29,2021
  Min Hu
  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 October 29, 2021.
  BIT DIGITAL, INC.
  By:
  /s/
  Bryan Bullett
  Name:
  Bryan Bullett, 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 Stock Option Agreement
  4.3
  Form of Non-Statutory Stock Option Agreement
  5.1
  Opinion of Ogier
  23.1
  Consent of Ogier (contained in the opinion at Exhibit 5.1)
  23.2
  Consent of Audit Alliance LLP
  23.3
  Consent of JLKZ CPA LLC
  24.1
  Power of Attorney of officers and directors of the Registrant (included in signature page II-6)