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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 July 2, 2025</P>
  
  <P STYLE="text-align: right; font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">Registration No. 333-[&#9679;]</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>UNITED STATES</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>SECURITIES AND EXCHANGE COMMISSION</B></P>
  
  <P STYLE="text-align: center; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><B>WASHINGTON, D.C. 20549</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><B></B></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>FORM S-8</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>REGISTRATION STATEMENT</B></P>
  
  <P STYLE="text-align: center; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><B>UNDER THE SECURITIES ACT OF 1933</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><B></B></P>
  
  <!-- Field: Rule-Page --><DIV STYLE="margin: 0pt auto; width: 25%"><DIV STYLE="font-size: 1pt; border-top: Black 1.5pt solid">&nbsp;</DIV></DIV><!-- Field: /Rule-Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>BIT DIGITAL, INC.</B></P>
  
  <P STYLE="text-align: center; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt">(Exact name of registrant as specified in its charter)</P>
  
  <P STYLE="text-align: center; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"></P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; border-collapse: collapse">
    <TR STYLE="vertical-align: top">
      <TD STYLE="border-bottom: Black 1.5pt solid; text-align: center"><B>Cayman Islands</B></TD>
      <TD STYLE="text-align: center">&nbsp;</TD>
      <TD STYLE="border-bottom: Black 1.5pt solid; text-align: center"><B>98-1606989</B></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: center; width: 49%">(State or other jurisdiction of <BR> incorporation or organization)</TD>
      <TD STYLE="text-align: center; width: 2%">&nbsp;</TD>
      <TD STYLE="text-align: center; width: 49%">(I.R.S. Employer <BR>
  Identification No.)</TD></TR>
    </TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>31 Hudson Yards, 11<SUP>th</SUP>
  Floor, New York, New York 10001</B></P>
  
  <P STYLE="text-align: center; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt">(Address of Principal Executive Offices) (Zip Code)</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"></P>
  
  <!-- Field: Rule-Page --><DIV STYLE="margin: 0pt auto; width: 25%"><DIV STYLE="font-size: 1pt; border-top: Black 1.5pt solid">&nbsp;</DIV></DIV><!-- Field: /Rule-Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>2025 Omnibus Equity Incentive
  Plan</B></P>
  
  <P STYLE="text-align: center; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt">(Full title of the plan)</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"></P>
  
  <!-- Field: Rule-Page --><DIV STYLE="margin: 0pt auto; width: 25%"><DIV STYLE="font-size: 1pt; border-top: Black 1.5pt solid">&nbsp;</DIV></DIV><!-- Field: /Rule-Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>Elliot H. Lutzker, Esq.</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>Davidoff Hutcher &amp; Citron
  LLP</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>605 3<SUP>rd</SUP> Avenue,
  34<SUP>th</SUP> Floor</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>New York, New York 10158</B></P>
  
  <P STYLE="text-align: center; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt">(Name and address of agent for service)</P>
  
  <P STYLE="text-align: center; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>(212) 557-7200</B></P>
  
  <P STYLE="text-align: center; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt">(Telephone number, including area code, of agent
  for service)</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">Indicate by check mark whether
  the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
  of &ldquo;large accelerated filer,&rdquo; &ldquo;accelerated filer,&rdquo; a &ldquo;smaller reporting company&rdquo; or an &ldquo;emerging
  growth company&rdquo; in Rule 12b-2 of the Exchange Act.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">(Check one):</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 25%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Large accelerated filer</FONT></TD>
      <TD STYLE="width: 25%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&#9744;</FONT></TD>
      <TD STYLE="width: 25%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Accelerated filer</FONT></TD>
      <TD STYLE="width: 25%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&#9744;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Non-accelerated filer</FONT></TD>
      <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&#9746;</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>&#9744;</TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in"></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">If
  an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
  with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. <FONT STYLE="font-family: Times New Roman, Times, Serif">&#9744;</FONT></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0in"><B>EXPLANATORY NOTE</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0in"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">This registration statement on Form S-8 is being filed by Bit Digital,
  Inc. (the &ldquo;Company&rdquo;) to register eight million (8,000,000) Ordinary Shares under the Company&rsquo;s Plan.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">This Registration Statement contains two parts.
  The first part contains information required in the registration statement pursuant to Part I of Form S-8 with respect to Ordinary Shares
  issuable upon the exercise of share options, or restricted share awards (the &ldquo;Awards&rdquo;) made under the Plan subsequent to the
  date hereof. The second part contains a &ldquo;reoffer&rdquo; prospectus prepared in accordance with the requirements of Part I of Form
  S-3, which, pursuant to General Instruction C of Form S-8, may be used by certain persons, including officers and directors of the Company
  who are deemed to be affiliates of the Company, as that term is defined in Rule 405 under the Securities Act of 1933, as amended (the
  &ldquo;Securities Act&rdquo;), as well as by non-affiliate assignees holding restricted securities, as that term is defined in Rule 144
  under the Securities Act, in connection with the reoffer and resale of Ordinary Shares of the Company received by such persons pursuant
  to the exercise of options or Awards granted under the Plan, which 8,000,000 Ordinary Shares are being registered herein. An aggregate
  of 2,815,963 Ordinary Shares will be issuable pursuant to RSUs grants under the Plan upon effectiveness of this Registration Statement.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">This Prospectus omits certain
  of the information contained in the Registration Statement in accordance with the rules and regulations of the Securities and Exchange
  Commission (the &ldquo;SEC&rdquo;). Reference is hereby made to the Registration Statement and related exhibits for further information
  with respect to the Company and the Company&rsquo;s Ordinary Shares. Statements contained herein concerning the provisions of any documents
  are not necessarily complete and, in each instance, reference is made to the copy of such document filed as an exhibit to the Registration
  Statement or otherwise filed with the SEC. Each such statement is qualified in its entirety by such reference.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">We prepared this Registration
  Statement in accordance with the requirements of Form S-8 under the Securities Act. We are registering 8,000,000 Ordinary Shares pursuant
  to our Plan. The purpose of our Plan is to advance the interests of the Company and its shareholders by providing a means of attracting
  and retaining employees, corporate officers, non-employee directors and consultants employed or retained by the Company and its subsidiaries
  and affiliates.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0in"><B>&nbsp;</B></P>
  
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0in"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0in"><B>PART I</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0in"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>INFORMATION REQUIRED IN THE
  SECTION 10(a) PROSPECTUS</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0in"><B>&nbsp;</B></P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0in; text-indent: 0in; text-align: justify"><FONT STYLE="text-decoration: none">Item
  1. Plan Information</FONT></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">The document containing the
  information specified in this Part I of this Form S-8 registration statement has been or will be sent or given to participants in the
  2025 Omnibus Equity Incentive Plan (the &ldquo;Plan&rdquo;), as specified by Rule 428(b)(1) promulgated by the SEC under the Securities
  Act. Such document(s) are not being filed with the SEC but constitute (along with the documents incorporated by reference into the registration
  statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">This registration statement
  relates to a maximum of 8,000,000 Ordinary Shares issuable pursuant to our Plan (the &ldquo;Shares&rdquo;).</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in"><B></B></P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0in; text-indent: 0in; text-align: justify"><FONT STYLE="text-decoration: none">Item
  2. Registrant Information and Employee Plan Annual Information</FONT></P>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">The documents incorporated by reference into this prospectus pursuant
  to Item 3 of Part II hereof are available without charge, upon written or oral request. The documents containing the information specified
  in this Item 2 will be sent or given to employees, officers or directors upon written or oral request, as specified by Rule 428(b) under
  the Securities Act. All requests shall be directed to Corporate Secretary, Bit Digital, Inc., 31 Hudson Yards, 11<SUP>th</SUP> Floor,
  New York, NY 10001; tel. <FONT STYLE="background-color: white">(212) 463-5121</FONT>. In accordance with the rules and regulations of
  the SEC and the instructions to Form S-8, such documents are not being filed either as part of this registration statement or as prospectuses
  or prospectus supplements pursuant to Rule 424 under the Securities Act.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">&nbsp;</P>
  
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in"><B>REOFFER PROSPECTUS</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0in"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>BIT DIGITAL, INC.</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">8,000,000 ORDINARY SHARES</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">This prospectus relates to the reoffer and resale of eight million
  (8,000,000) Ordinary Shares, par value $0.01 per share, of Bit Digital, Inc., a Cayman Islands exempted 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 2025 Omnibus Equity Incentive
  Plan (the &ldquo;Plan&rdquo;).</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The shares offered herby consist of 8,000,000
  Ordinary Shares issued or issuable under the Plan.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px; font-size: 10pt">&#9679;</TD>
      <TD STYLE="text-align: justify; font-size: 10pt"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Our Ordinary Shares are quoted on the Nasdaq Capital Market under the symbol &ldquo;BTBT.&rdquo; On July 1, 2025, the last reported sale price of our Ordinary Shares on the Nasdaq Capital Market was $2.31 per share.</FONT></TD></TR>
    </TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">The shares covered by this prospectus
  may be offered and sold from time to time directly by the Selling Securityholders of Ordinary Shares issued upon the exercise of options
  and/or restricted share awards (the &ldquo;Awards&rdquo;) granted pursuant to the Plan or through brokers on the Nasdaq Capital Market,
  or otherwise, at the prices prevailing at the time of such sales. The net proceeds to the Selling Securityholders will be the proceeds
  received by them upon such sales, less brokerage commissions, if any. We will pay all expenses of preparing and reproducing this prospectus
  but will not receive any of the proceeds from sales by any of the Selling Securityholders, but we will receive the exercise price upon
  exercise of the share options. The Selling Securityholders and any broker-dealers, agents, or underwriters through whom the shares are
  sold, may be deemed &ldquo;underwriters&rdquo; within the meaning of the Securities Act with respect to securities offered by them, and
  any profits realized or commissions received by them may be deemed underwriting compensation. See &ldquo;<I>Plan of Distribution</I>.&rdquo;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">NEITHER THE SECURITIES AND EXCHANGE
  COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY
  OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">THE SHARES OFFERED HEREBY INVOLVE
  A SUBSTANTIAL DEGREE OF RISK. SEE &ldquo;<I>RISK FACTORS</I>&rdquo; beginning on page 6   of this prospectus.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>The date of this prospectus
  is July 2, 2025</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">No person is authorized to give
  any information or to make any representations other than those contained in this prospectus in connection with any offer to sell or sale
  of the securities to which this prospectus relates, and if given or made, such information or representations must not be relied upon
  as having been authorized. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, imply that
  there has been no change in the facts herein set forth since the date hereof. This prospectus is not an offer to sell these securities
  and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>TABLE OF CONTENTS</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: right; text-indent: 0in">&nbsp;</P>
  
  
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%">
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="border-bottom: Black 1.5pt solid; text-align: center">Page</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: rgb(204,238,255)">
      <TD STYLE="width: 90%; text-align: left"><A HREF="#a_001">AVAILABLE INFORMATION</A></TD>
      <TD STYLE="width: 10%; text-align: center">ii</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left"><A HREF="#a_002">INCORPORATION OF DOCUMENTS BY REFERENCE</A></TD>
      <TD STYLE="text-align: center">iii</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left"><A HREF="#a_003">FORWARD-LOOKING STATEMENTS</A></TD>
      <TD STYLE="text-align: center">iv</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left"><A HREF="#a_004">PROSPECTUS SUMMARY</A></TD>
      <TD STYLE="text-align: center">1</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left"><A HREF="#a_005">THE OFFERING</A></TD>
      <TD STYLE="text-align: center">5</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left"><A HREF="#a_006">RISK FACTORS</A></TD>
      <TD STYLE="text-align: center">6</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left"><A HREF="#a_007"><FONT STYLE="font-weight: normal"><U STYLE="text-decoration: none">SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS</U></FONT></A></TD>
      <TD STYLE="text-align: center">68</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left"><A HREF="#a_008"><FONT STYLE="font-weight: normal"><U STYLE="text-decoration: none">ENFORCEABILITY OF CIVIL LIABILITIES</U></FONT></A></TD>
      <TD STYLE="text-align: center">69</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left"><A HREF="#a_009">USE OF PROCEEDS</A></TD>
      <TD STYLE="text-align: center">70</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left"><A HREF="#a_010">SELLING SECURITYHOLDERS</A></TD>
      <TD STYLE="text-align: center">71</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left"><A HREF="#a_011">PLAN OF DISTRIBUTION</A></TD>
      <TD STYLE="text-align: center">72</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left"><A HREF="#a_012">DESCRIPTION OF SECURITIES TO BE REGISTERED</A></TD>
      <TD STYLE="text-align: center">73</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left"><A HREF="#a_013">INTEREST OF NAMED EXPERTS AND COUNSEL</A></TD>
      <TD STYLE="text-align: center">75</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left"><A HREF="#a_014">DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES</A></TD>
      <TD STYLE="text-align: center">75</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left"><A HREF="#a_015">EXEMPTION FROM REGISTRATION CLAIMED</A></TD>
      <TD STYLE="text-align: center">75</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left"><A HREF="#a_016">MATERIAL CHANGES</A></TD>
      <TD STYLE="text-align: center">75</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left"><A HREF="#a_017">LEGAL MATTERS</A></TD>
      <TD STYLE="text-align: center">76</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: White">
      <TD STYLE="text-align: left">&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: left"><A HREF="#a_018">EXPERTS</A></TD>
      <TD STYLE="text-align: center">76</TD></TR>
  </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">You should rely only on the
  information contained or incorporated by reference in this prospectus. We have not authorized any other person to provide you with different
  information. If anyone provides you with different or inconsistent information, you should not rely on it.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">This prospectus is not an offer
  to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not
  permitted. You should assume that the information appearing in this Prospectus, as well as information we have previously filed with the
  SEC and incorporated by reference, is accurate only as of the date on the front of those documents.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"></P>
  
  <!-- Field: Page; Sequence: 5; Options: NewSection; Value: 1 -->
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center; text-indent: 0in"><A NAME="a_001"></A>AVAILABLE
  INFORMATION</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We file annual, quarterly 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.</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center; text-indent: 0in"></P>
  
  <!-- Field: Page; Sequence: 6; Value: 1 -->
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  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center; text-indent: 0in"><A NAME="a_002"></A>INCORPORATION
  OF documents BY REFERENCE</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">The SEC allows us to &ldquo;incorporate
  by reference&rdquo; information into this prospectus, which means that we can disclose important information to investors by referring
  them to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus
  and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained
  in this prospectus or a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of
  this prospectus to the extent that a statement contained in this prospectus or a subsequently filed document incorporated by reference
  modifies or replaces that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded,
  to constitute a part of this prospectus.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">We incorporate by reference
  our documents listed below and any future filings made by us with the SEC under Sections&nbsp;13(a), 13(c) or 15(d) of the Securities
  Exchange Act of 1934, as amended (the &ldquo;Exchange Act&rdquo;) between the date of this prospectus and the termination of the offering
  of the securities described in this prospectus. We are not, however, incorporating by reference any documents or portions thereof, whether
  specifically listed below or filed in the future, which are &ldquo;furnished&rdquo; to the SEC that are not deemed &ldquo;filed&rdquo;
  with the SEC.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">This prospectus incorporates by reference the
  documents set forth below that have previously been filed with the SEC:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: justify; text-indent: -0.25in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: justify; text-indent: -0.25in"></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">&nbsp;</TD>
      <TD STYLE="width: 24px"><FONT STYLE="font-size: 10pt">1.</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">Annual Report on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000101376225000307/ea0233723-10k_bitdigit.htm">Form 10-K</A> for the year ended December 31, 2024, filed with the Commission on March 14, 2025;</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">2.</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">Quarterly Report on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390025044155/ea0241656-10q_bitdigital.htm">Form 10-Q</A> for the period ended March 31, 2025 (filed on May 15, 2025);</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt"></FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD><FONT STYLE="font-size: 10pt">3.</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt"><A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390025030596/ea0237210-02.htm">Schedule 14A</A> Proxy Statement filed on April 10, 2025 (excluding any portions thereof that would not be included in the Part III information of an Annual Report on Form 10-K); </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">4.</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">Current reports on Form 8-K filed on <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390025000505/ea022671001-8k_bitdigi.htm">January
  3, 2025</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390025000891/ea0226703-8k_bitdigi.htm">January 6, 2025</A>,
  <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390025011857/ea023059601-8k_bitdigit.htm">February 11, 2025</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390025012512/ea0230771-8k_bitdigit.htm">February
  12, 2025</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390025032132/ea0238042-8k_bitdigital.htm">April 15, 2025</A>,
  <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390025032598/ea0238419-8k_bitdigi.htm">April 16, 2025</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390025047115/ea0243255-8k_bitdigi.htm">May
  23, 2025</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390025047369/ea0243002-8k_bitdigit.htm">May 23, 2025</A>,
  and <A HREF="http://www.sec.gov/ix?doc=/Archives/edgar/data/1710350/000121390025057420/ea0246857-8k_bitdigit.htm">June 25, 2025</A></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">5.</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">The description of our Ordinary Shares contained in Bit Digital&rsquo;s Registration Statement on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390022009817/ea156176-f3a2_bitdigitalinc.htm">Form F-3</A> Amendment No. 2 filed with the SEC on February 28, 2022 and any amendment or report filed with the SEC for the purpose of updating.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: justify; text-indent: -0.25in">&nbsp;<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), 14 or 15(d) of the Securities Exchange Act of 1934 (the &ldquo;Exchange Act&rdquo;) prior to the filing of a
  post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining
  unsold shall be deemed to be incorporated by reference in this prospectus and to be a part of this prospectus from the date of filing
  of such documents. Any statement contained in a previously filed document incorporated by reference in this prospectus shall be deemed
  to be modified or superseded for purposes of this prospectus to the extent that a statement in this prospectus modifies or supersedes
  such previous statement and any statement contained in this prospectus shall be deemed to be modified or superseded to the extent that
  a statement in any document subsequently filed, which is incorporated by reference in this prospectus, modifies or supersedes such statement.
  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.</P>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">A copy of any and all of the information included in the documents
  that have been incorporated by reference in this prospectus (excluding exhibits thereto, unless such exhibits have been specifically incorporated
  by reference into the information which this prospectus incorporates) but which are not delivered with this prospectus will be provided
  by us without charge to any person to whom this prospectus is delivered, upon the oral or written request of such person. Written requests
  should be directed to Bit Digital, Inc., 31 Hudson Yards, 11th Floor, New York, New York 10001, Attention: Corporate Secretary. Oral requests
  may be directed to the Secretary at <FONT STYLE="background-color: white">(212) 463-5121</FONT>.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center; text-indent: 0in"><A NAME="a_003"></A>FORWARD-LOOKING
  STATEMENTS</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">This prospectus contains &ldquo;forward-looking
  statements&rdquo; for purposes of the safe harbor provisions provided by Section 27 of the Securities Act of 1933, as amended (the &ldquo;Securities
  Act&rdquo;) and Section 21E of the Securities Exchange Act of 1934, as amended (the &ldquo;Exchange Act&rdquo;), that represent our beliefs,
  projections and predictions about future events. All statements other than statements of historical fact are &ldquo;forward-looking statements,&rdquo;
  including any projections of earnings, revenue or other financial items, any statements of the plans, strategies and objectives of management
  for future operations, any statements concerning proposed new projects or other developments, any statements regarding future economic
  conditions or performance, any statements of management&rsquo;s beliefs, goals, strategies, intentions and objectives, and any statements
  of assumptions underlying any of the foregoing. Words such as &ldquo;may,&rdquo; &ldquo;will,&rdquo; &ldquo;should,&rdquo; &ldquo;could,&rdquo;
  &ldquo;would,&rdquo; &ldquo;predicts,&rdquo; &ldquo;potential,&rdquo; &ldquo;continue,&rdquo; &ldquo;expects,&rdquo; &ldquo;anticipates,&rdquo;
  &ldquo;future,&rdquo; &ldquo;intends,&rdquo; &ldquo;plans,&rdquo; &ldquo;believes,&rdquo; &ldquo;estimates&rdquo; and similar expressions,
  as well as statements in the future tense, identify forward-looking statements.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">These statements are necessarily
  subjective and involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance
  or achievements, or industry results, to differ materially from any future results, performance or achievements described in or implied
  by such statements. Actual results may differ materially from expected results described in our forward-looking statements, including
  with respect to correct measurement and identification of factors affecting our business or the extent of their likely impact, and the
  accuracy and completeness of the publicly available information with respect to the factors upon which our business strategy is based
  or the success of our business.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">Forward-looking statements should
  not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of whether, or the times
  by which, our performance or results may be achieved. Forward-looking statements are based on information available at the time those
  statements are made and management&rsquo;s belief as of that time with respect to future events and are subject to risks and uncertainties
  that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.
  Important factors that could cause such differences include, but are not limited to, those factors discussed under the headings &ldquo;Risk
  Factors&rdquo; and elsewhere in this prospectus.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center; text-indent: 0in"><A NAME="a_004"></A>PROSPECTUS
  SUMMARY</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"><I>&nbsp;</I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following summary is qualified in its entirety
  by reference to the more detailed information appearing elsewhere in this prospectus or incorporated herein by reference. Each prospective
  investor is urged to read this prospectus, including the risks of investing in the securities discussed under such heading and under such
  headings in the documents incorporated herein by reference in their entirety. You should also carefully read the information incorporated
  by reference into this prospectus, including our financial statements and the exhibits to the registration statement of which this prospectus
  is a part. See the section of this prospectus titled &ldquo;Where You Can Find More Information.&rdquo; Investment in the securities offered
  hereby involves a high degree of risk. See &ldquo;Risk Factors.&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">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.,
  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 Strategies Limited, a Hong Kong company; Bit Digital Singapore Pte. Ltd.; Bit Digital
  U.S.A. Inc., a Delaware corporation and our operating entity in the United States; Bit Digital Canada, Inc. a Canadian company, and WhiteFiber
  Inc., an exempted company with limited liability incorporated and registered in the Cayman Islands, WhiteFiber AI, Inc., a Delaware corporation
  and its wholly-owned subsidiaries WhiteFiber HPC, Inc., a Delaware corporation, WhiteFiber Iceland, an Icelandic corporation and Enovum
  Data Centers Corp., a Canadian corporation. When we refer to &ldquo;you,&rdquo; we mean the holders of the applicable type of 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"><B>Our Business </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"><B>Overview </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">Bit Digital, Inc. or the &ldquo;Company&rdquo;,
  is a global platform for high performance computing (&ldquo;HPC&rdquo;) infrastructure and digital asset platform focused on Ethereum-native
  treasury and staking strategies, with headquarters in New York City. The Company&rsquo;s HPC business operates under the WhiteFiber Inc.
  (&ldquo;WhiteFiber&rdquo;) brand. Our operations are located in the US, Canada, and Iceland.&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"><B>HPC Business</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 leading provider of high-performance
  computing (&ldquo;HPC&rdquo;) data centers and cloud-based HPC graphics processing units (&ldquo;GPU&rdquo;) services, which we term cloud
  services, for customers such as artificial intelligence (&ldquo;AI&rdquo;) and machine learning (&ldquo;ML&rdquo;) developers. Our HPC
  Tier-3 data centers provide hosting and colocation services and are developed and operated by our wholly-owned subsidiary, Enovum Data
  Centers Corp. (&ldquo;Enovum&rdquo;). Our cloud services are provided by our WhiteFiber AI, Inc subsidiary. Collectively, we refer to
  these offerings as our HPC 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">On October 11, 2024, we significantly expanded
  our HPC data center operations and capabilities by acquiring Enovum, a Tier-3 HPC data center platform based in Montreal, Canada. Through
  Enovum, we lease and operate a 4MW AI data center located in Montreal, Canada (&ldquo;MTL-1&rdquo;). MTL-1 is a fully operational Tier-3
  data center that is designed for HPC workloads. MTL-1 &rsquo;s full capacity is occupied by customers under lease agreements with an average
  duration of approximately 30 months as of May 31, 2025. On December 27, 2024, we announced that we had acquired the real estate and building
  for a build-to-suit 5MW Tier-3 data center expansion project in Montreal (&ldquo;MTL-2&rdquo;). The MTL-2 data center is expected to be
  completed and operational in the fourth quarter of 2025 with a one-month delay until we begin to generate revenue.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="margin: 0pt 0; font: 10pt Times New Roman, Times, Serif">On April 10, 2025, we entered into a lease for a new data center site
  in Saint-Jerome, Quebec, a suburb of Montreal, (MTL-3). The facility spans approximately 202,000 square feet on 7.7 acres and is being developed
  to support current contracted capacity, with future expansion potential subject to utility approvals. The transaction was executed under
  a lease-to-own structure, which includes an exclusive fixed-price purchase option of CAD $24.2 million (approximately USD $17.3 million)
  exercisable by December 2025. The lease term is 20 years, with two 5-year extension options. The facility is being retrofitted to Tier-3
  standards, with development costs expected to total approximately CAD $55 million (approximately USD $40MM), and is expected to be operational
  in the fourth quarter of 2025. MTL-3 will support the previously announced 5.5 MW (IT Load) colocation agreement with Cerebras Wafer Scale
  ULC Systems. On May 20, 2025, we purchased a former industrial manufacturing building together with the underlying land outside of Greensboro,
  NC (the &ldquo;Property&rdquo;), which we intend to retrofit to create an HPC data center (&ldquo;NC-1&rdquo;). Pursuant to an executed
  Capacity Agreement, Duke Energy agreed to use commercially reasonable efforts to achieve 24 MW (gross) of service to the Property by September
  1, 2025, 40 MW (gross) by April 1, 2026 and 99 MW (gross) within four years of May 16, 2025. We estimate that the initial capacity of
  24MW (gross) for the facility will be operational in March 2006. We expect this facility to begin to generate revenue in May 2026.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  </div>
  
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  <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">For the three months ended March 31, 2025 and
  the 12 months ended December 31, 2024, our cloud service business recognized revenue of $14.8 million and $45.7 million, respectively.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, 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 our HPC business is positioned for
  significant growth, driven by the increasing demand for advanced computing and AI services. This planned expansion will involve developing
  additional HPC data centers at an accelerating pace and procuring GPUs and other AI equipment. To support this growth, we are in the process
  of building an expanded team of leaders and dedicated employees. In addition to the Senior Management Team of Enovum, we have hired a
  Head of Revenue Officer and Go-to-Market (&ldquo;GTM&rdquo;), Senior Account Executive, two engineers, Chief Technology Officer (&ldquo;CTO&rdquo;)
  and Head of Marketing, with plans to further expand our workforce to include experts in technology, operations, and customer support.
  This dedicated team will be crucial in executing the Company&rsquo;s strategic plans and maintaining high service levels as the business
  scales.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, 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 providing highly desirable HPC
  data center hosting capacity to our customers, our business model integrates HPC data center infrastructure and cloud service to provide
  scalable, high-performance computing solutions for enterprises, research institutions, and AI-driven businesses. Our integrated approach
  aligns specialized data center operations with GPU-focused cloud services, addressing the unique requirements of AI and HPC workloads.
  These workloads demand greater power density, advanced cooling solutions, and robust bandwidth to handle large-scale data transfers. By
  operating our data centers, we believe we can better meet these needs and reduce the complexity associated with procuring power and connectivity
  from external vendors. We can also design our facilities to accommodate the higher heat loads generated by modern GPUs, potentially shortening
  deployment timelines for customers who require rapid expansion of their compute infrastructure. From a financial standpoint, our vertically
  integrated solution allows us to capture additional margin for our cloud services business, avoiding expenses that would otherwise be
  due to third-party providers.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, 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 cloud services business provides cutting-edge,
  bespoke services involving a sophisticated array of computers and chips, including NVIDIA GPUs, servers, network equipment, and data storage
  solutions. We believe we provide our cloud services customers with the highest levels of performance and reliability while offering flexibility
  to scale with customer needs. Our cloud services solutions include a proprietary software layer that enables our customers to rapidly
  and reliably deploy AI applications with superior performance. We currently offer our cloud services at a data center maintained by a
  third-party colocation provider in Iceland (the &ldquo;Iceland Data Center&rdquo;) and are negotiating with third party providers to seamlessly
  integrate our cloud services at data centers across key regions in Europe, North America, and Asia. In the fourth quarter of 2023, we
  secured our first cloud customer through a three-year service agreement to provide services using our advanced AI equipment. For the three
  months ended March 31, 2025 and 2024 our WhiteFiber cloud service business recognized revenue of $14.8 million and $8.1 million, respectively.
  Such revenue, for the 12 months ended December 31, 2024 and 2023, was $45.7 million and $0, respectively. As of May 31, 2025, WhiteFiber
  had approximately 3,600 NVIDIA GPUs deployed.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, 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 asset business segment of the Digital
  Infrastructure Business (the &ldquo;Digital Asset Business Segment&rdquo;) is comprised primarily of two distinct but highly complementary
  operations: (i) digital asset mining (the &ldquo;Digital Asset Mining Operations&rdquo;); and (ii) ETH staking (the &ldquo;ETH Staking
  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"><I>Cloud Services</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 provide specialized cloud services to support
  generative AI workstreams, especially training and inference, emphasizing cost-effective utility and tailor-made solutions for each client.
  We are an authorized NVIDIA Cloud Partner (&ldquo;NCP&rdquo;) through NVIDIA Partner Network (&ldquo;NPN&rdquo;), an authorized partner
  with SuperMicro Computer Inc.<SUP>&reg;</SUP>, an authorized Communications Service Provider (&ldquo;CSP&rdquo;) with Dell (through Dell&rsquo;s
  exclusive distributor in Iceland, Advania), an official partnership with Hewlett Packard Enterprise and a commercial relationship with
  Quanta Computer, Inc. (&ldquo;QCT&rdquo;). Based on management&rsquo;s knowledge of the industry, we are proud to be among the first service
  providers to offer H200, B200, and GB200 servers. We provide a high-standard service level with an Uptime Percentage* &ge; 99.5%.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, 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 economics of our cloud services business have
  historically driven attractive returns. The implied per unit capex for high performance GPUs currently ranges from approximately $41,000
  for an NVIDIA H200 to approximately $50,000 for an NVIDIA B200 (Blackwell generation) GPU.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"></P>
  </div>
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  <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"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We are actively engaged in research and development
  efforts to enhance our cloud services capabilities for our customers which are expected to be implemented in the third quarter of 2025.
  For example, we are developing integrated software to automate layering of stacks and self-service portals on top of the cross-data center
  fabric, allowing our customers to access GPU or CPU nodes on demand&mdash;no matter where they physically reside. This provides significant
  flexibility as scaling is required to accelerate development of AI applications. In addition, we are working on advanced interconnect
  technologies like InfiniBand (IB) or RDMA over Converged Ethernet (&ldquo;RoCE&rdquo;). When combined with cross-data center links, these
  ensure that training jobs can be distributed without bottlenecks or high latency. By emphasizing scale, performance, and reliability,
  we believe that we will be positioned to maximize customer retention while pricing our services at a premium to those offered by our competitors.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="text-align: justify; margin: 0pt 0; font: 10pt Times New Roman, Times, Serif">We leverage a global network of data center resources by partnering
  with eight third-party data center providers to achieve high autonomy in locations across Europe, Canada, and the U.S. Our initial HPC
  data center partnership through which we lease capacity is at Bl&ouml;ndUos Campus, Iceland, offering a world-class operations team with
  certified technicians and reliable engineers. The facility has 45kW rack density and 6MW (gross) total capacity. Its energy source is
  100% renewable energy, mainly from Blanda Hydro PowerStation, the winner of IHA Blue Planet Awards in 2017. On October 23, 2023, Bit Digital
  announced that we had commenced AI operations by signing a binding term sheet with a customer (the &ldquo;Initial Customer&rdquo;) to
  support their GPU workloads. In January 2025, we executed a new agreement with this client to provide 464 B200 GPUs for an 18-month term
  beginning on June 30, 2025, with approximately $15 million of target annualized revenue assuming the customer utilizes the GPUs at full
  capacity for the duration of the contract. The initial customer elected to defer the commencement date until August 20, 2025, which is
  the latest date under the agreement.</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>Digital Asset Business Segment</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 asset business segment of the Digital
  Infrastructure Business (the &ldquo;Digital Asset Business Segment&rdquo;) is currently comprised primarily of two distinct but highly
  complementary operations: (i)&nbsp;digital asset mining (the &ldquo;Digital Asset Mining Operations&rdquo;); and (ii)&nbsp;ETH staking
  (the &ldquo;ETH Staking Operations&rdquo;). On June 25, 2025, Bit Digital announced that the Digital Asset Business Segment had initiated
  a strategic transition to become a pure-play ETH staking and treasury company. The Company began accumulating ETH and operating staking
  infrastructure in 2022 and has steadily increased its holdings since that 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"><I>Digital Asset Mining Business</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 commenced our bitcoin (&ldquo;BTC&rdquo;) mining
  business in February 2020. We initiated limited Ethereum mining operations in January 2022, however discontinued the operations by September
  2022 due to Ethereum blockchain switching from proof-of-work (&ldquo;PoW&rdquo;) consensus mechanism to proof-of-stake (&ldquo;PoS&rdquo;)
  validation. Our mining operations, hosted by third-party providers, use specialized computers, known as miners, to generate digital assets.
  Our miners use application specific integrated circuit (&ldquo;ASIC&rdquo;) chips. These chips enable the miners to apply high computational
  power, expressed as &ldquo;hash rate&rdquo;, to provide transaction verification services (generally known as &ldquo;solving a block&rdquo;)
  which helps support the blockchain. For every block added, the blockchain provides an award equal to a set number of digital assets per
  block. Miners with a greater hash rate generally have a higher chance of solving a block and receiving an award.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We operate our mining assets with the primary
  intent of accumulating digital assets which we may sell for fiat currency from time to time depending on market conditions and management&rsquo;s
  determination of our cash flow needs, and/or exchange into ETH or USD Coin (&ldquo;USDC&rdquo;). Our mining strategy has been to mine
  bitcoins as quickly and as many as possible given the fixed supply of bitcoins. In view of historically long delivery lead times to purchase
  miners from manufacturers like Bitmain Technologies Limited (&ldquo;Bitmain&rdquo;) and MicroBT Electronics Technology Co., Ltd (&ldquo;MicroBT&rdquo;),
  and other considerations, we have chosen to acquire miners on the spot market, which can typically result in delivery within a relatively
  short 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"></P></DIV>
  
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  <DIV STYLE="border: Black 1.5pt solid; padding: 5pt"><P STYLE="font: 10pt Times New Roman, Times, 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 signed service agreements with third-party
  hosting partners in North America and Iceland. These partners operate specialized mining data centers, where they install and operate
  the miners and provide IT consulting, maintenance, and repair work on site for us. Our mining facilities in New York are maintained by
  Coinmint LLC (&ldquo;Coinmint&rdquo;) and Digihost Technologies Inc. (&ldquo;Digihost&rdquo;). Our mining facilities in Texas are maintained
  by Dory Creek, LLC, a subsidiary of Bitdeer Technologies Group (&ldquo;Bitdeer&rdquo;) and A.R.T. Digital Holdings Corp (&ldquo;KaboomRacks&rdquo;).
  Soluna Computing, Inc and DVSL ComputeCo, LLC (collectively &ldquo;Soluna&rdquo;) maintained our mining facilities in Kentucky and Texas.
  Our mining facility in Iceland is maintained by GreenBlocks ehf, an Icelandic private limited company (&ldquo;GreenBlocks&rdquo;). We
  have relocated our miners from our mining facility in Canada maintained by Blockbreakers Inc. (&ldquo;Blockbreakers&rdquo;) to Soluna
  and Coinmint after our service agreement expired in November 2024. From time to time, the Company may change partnerships with hosting
  facilities to recalibrate its bitcoin mining operations. These terminations are strategic, targeting reduced operational costs, enhanced
  energy efficiency for a smaller carbon footprint, increased flexibility in operational control, and minimized geopolitical risks. While
  a short-term decrease in mining output might occur, we expect these changes to yield long-term operational improvements.&nbsp;&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 are a sustainability-focused digital asset
  mining company. On June 24, 2021, we signed the Crypto Climate Accord, a private sector-led initiative that aims to decarbonize the crypto
  and blockchain sectors. On December 7, 2021, we became a member of the Bitcoin Mining Council (&ldquo;BMC&rdquo;), joining MicroStrategy
  and other founding members to promote transparency, share best practices, and educate the public on the benefits of bitcoin and bitcoin
  mining.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><I>ETH Staking Business</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">In the fourth quarter of 2022, we formally commenced
  Ethereum staking operations. We delegate or stake our ETH holdings to an Ethereum validator node to help secure and strengthen the blockchain
  network. Stakers are compensated for this commitment in the form of a reward of the native network token.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Our native staking operations are enhanced by
  a partnership with Blockdaemon, the leading institutional-grade blockchain infrastructure company for node management and staking. In
  the fourth quarter of 2022, following a similar mechanism to native Ethereum staking, we also participated in liquid staking via Portara
  protocol (formerly known as Harbour), the liquid staking protocol developed by Blockdaemon and StakeWise and the first of its kind tailored
  to institutions. With the introduction of staked ETH withdrawals in April 2023, we have reassessed our Ethereum network staking approaches,
  weighing the advantages of traditional staking against liquid staking solutions. The withdrawal feature in native staking, coupled with
  yields that are on par with those of liquid staking, has encouraged us to expand our collaborations with other service providers in this
  domain. As a result, we terminated all liquid staking activities with StakeWise in the third quarter of 2023, reclaiming all staked Ethereum
  along with the accumulated rewards. In the fourth quarter of 2023, the Company terminated the native staking activities and reclaimed
  all staked Ethereum with Blockdaemon.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, 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 native staking operations with MarsProtocol
  Technologies Pte. Ltd. (&ldquo;Marsprotocol&rdquo;) commenced in the first quarter of 2023 and concluded in July 2023.&nbsp; After ceasing
  operations with Marsprotocol, we initiated our native staking with MarsLand Global Limited (&ldquo;MarsLand&rdquo;) in August 2023. Subsequently,
  we have ceased our native staking with MarsLand in the first quarter of 2024 and initiated our native staking with Figment Inc.&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We started participating in liquid staking via
  Liquid Collective protocol on the Coinbase platform in the first quarter of 2023. Liquid staking allows participants to achieve greater
  capital efficiency by utilizing their staked ETH as collateral and trading their staked ETH tokens on the secondary market. In the first
  quarter of 2024, we reclaimed all the liquid staked ETH from Liquid Collective protocol.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, 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 executive offices are located at 31 Hudson
  Yards, Floor 11, New York, NY, 10001, and our telephone number is (212) 463-5121. The information on our website does not constitute part
  of this prospectus and inclusion of our website address to this prospectus is an inactive textual reference only.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  </div>
  
  
  
  
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center; text-indent: 0in"><A NAME="a_005"></A>The
  Offering</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">This reoffer prospectus relates
  to the reoffer and resale of an aggregate of 8,000,000 Ordinary Shares, par value $0.01 per share, by certain Selling Securityholders,
  including our officers and directors, who are deemed to be affiliates of the Company, that are issuable upon the exercise of options to
  be granted pursuant to our Plan and shares underlying Awards. We will not receive any proceeds from the sale of the shares sold by the
  Selling Securityholders, but we will receive the exercise price upon exercise of the share options, other than for any cashless exercise
  of options.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">If subsequent to the date of
  this reoffer prospectus, we grant any awards under the Plan to any persons who are affiliates of the Company, we would supplement this
  reoffer prospectus with the names of such affiliates and the amount(s) of shares to be reoffered by them as Selling Securityholders.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Implications of Being a Smaller Reporting Company</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">We are a &ldquo;smaller reporting
  company&rdquo; as defined in the Exchange Act as of June 30, 2024. We may take advantage of certain of the scaled disclosures available
  to smaller reporting companies so long as the market value of our voting and non-voting Ordinary Shares held by non-affiliates is less
  than $250 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100 million during
  the most recently completed fiscal year and the market value of our Ordinary Shares held by non-affiliates is less than $700 million measured
  on the last business day of our second fiscal quarter.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  </div>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center; text-indent: 0in"><A NAME="a_006"></A>RISK
  FACTORS</P>
  
  <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Risk Factors</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><FONT STYLE="font-weight: normal"><I>&nbsp;</I></FONT></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><I>An investment in our securities involves a
  high degree of risk. Prior to making a decision about investing in our securities, you should carefully consider the specific risk factors
  discussed in the sections entitled &ldquo;Risk Factors&rdquo; contained in our annual report on Form 10-K for the fiscal year ended December
  31, 2024 (&ldquo;Annual Report&rdquo;) under the heading &ldquo;Item 1A. Risk Factors,&rdquo; and as described or may be described in
  any subsequent quarterly report on Form 10-Q under the heading &ldquo;Item 1A. Risk Factors,&rdquo; as well as in any applicable prospectus
  supplement and contained or to be contained in our filings with the SEC and incorporated by reference in this prospectus, together with
  all of the other information contained in this prospectus, or any applicable prospectus supplement. For more information, see the section
  entitled &ldquo;Incorporation <B>of </B>Documents by Reference&rdquo; on page iii of this prospectus. </I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>General Risks</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><B><I>From time to time
  we evaluate and potentially consummate strategic investments, combinations, joint-ventures, acquisitions or alliances, which could require
  significant management attention, disrupt our business and adversely affect our financial results.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  evaluate and consider strategic investments, combinations, joint-ventures, acquisitions or alliances in cloud services or WhiteFiber data
  centers or related businesses around the globe. 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; text-indent: 0.25in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">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; background-color: white">&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">difficulties in assimilating
  and integrating the operations, personnel, systems, data, technologies, products and services of the acquired business;</FONT></TD>
  </TR></TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&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: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px"><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>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&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: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: left"><FONT STYLE="font-size: 10pt">difficulties in retaining, training, motivating and integrating key personnel;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&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: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: left"><FONT STYLE="font-size: 10pt">diversion of management&rsquo;s time and resources from our normal daily operations;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&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: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: left"><FONT STYLE="font-size: 10pt">difficulties in successfully incorporating licensed or acquired technology and rights into our businesses;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&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: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: left"><FONT STYLE="font-size: 10pt">difficulties in maintaining uniform standards, controls, procedures and policies within the combined organizations;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&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: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: left"><FONT STYLE="font-size: 10pt">difficulties in retaining relationships with customers, employees and suppliers of the acquired business;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&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: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px"><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 United States, Canada and/or abroad, in which we have limited or no prior experience;</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: left"><FONT STYLE="font-size: 10pt">failure to successfully further develop the acquired technology;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 12.25pt 0pt 107.95pt; text-align: justify; text-indent: -0.25in; background-color: white">&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: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px"><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>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 12.25pt 0pt 107.95pt; text-align: justify; text-indent: -0.25in; background-color: white">&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: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: left"><FONT STYLE="font-size: 10pt">potential disruptions to our ongoing businesses; and</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 12.25pt 0pt 107.95pt; text-align: justify; text-indent: -0.25in; background-color: white">&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: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: left"><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 12.25pt 0pt 107.95pt; text-align: justify; text-indent: -0.25in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">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; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Any
  future acquisitions also could result in the issuance of shares, incurrence of debt, contingent liabilities or future write-offs of intangible
  assets or goodwill, any of which could have a negative impact on our cash flows, financial condition and results of operations. Integration
  of an acquired company may also disrupt ongoing operations and require management resources that otherwise would be focused on developing
  and expanding our existing business. We may experience losses related to potential investments in other companies, which could harm our
  financial condition and results of operations. Further, we may not realize the anticipated benefits of any acquisition, strategic alliance
  or joint venture if such investments do not materialize.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in; background-color: white">&nbsp;<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">To finance any acquisitions
  or joint ventures, we may choose to issue Ordinary Shares, preference shares or a combination of debt and equity as consideration, which
  could significantly dilute the ownership of our existing shareholders. Additional funds may not be available on terms that are favorable
  to us, or at all. If the price of our Ordinary Shares is low or volatile, we may not be able to acquire other companies or fund a joint
  venture project using shares as consideration.</P>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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 cloud services and data centers&rsquo; operating history. As a result of adverse factors described below, there can be no
  assurance we will achieve and maintain profitability. 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%; border-collapse: collapse">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px; 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 amount and timing of operating expenses related to our new business operations and infrastructure; 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%; border-collapse: collapse">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px; font-size: 10pt"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="font-size: 10pt; 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; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>If we fail to effectively manage our growth,
  our business, financial condition and results of operations could be harmed.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: 17.95pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We
  are a development stage company with a small management team and are subject to the strains of ongoing development and growth, which will
  place significant demands on our management and our operational and financial infrastructure. Although we may not grow as we expect, if
  we fail to manage our growth effectively or to develop and expand our managerial, operational and financial resources and systems, our
  business and financial results would be materially harmed.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: 17.95pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Our customers frequently make advance payments
  based on anticipated future usage. </I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: 17.95pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In
  our cloud service business, customers often make advance payments to finance the equipment they intend to purchase from us. If we are
  unable to meet the contract requirements or deliver GPU clusters to their satisfaction for any reason, we may be obligated to refund these
  deposits.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: 17.95pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In
  our colocation Data Center Hosting Business, customers typically pay a month in advance based on their projected demand. If we are unable
  to provide the services as expected for any reason, we would be required to issue a credit or refund the difference to the customer. Any
  such refunds or issuances of credit could have an adverse effect on our business, results of operations, and financial condition.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>We intend to grow our business through strategic
  acquisitions, investments, and joint ventures that involve numerous risks and uncertainties.</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; text-align: justify; text-indent: 0pt">We intend to grow our business
  through strategic transactions, including acquisitions, investments, and joint ventures, that involve numerous risks and uncertainties.
  We expect to continue to be in various stages of seeking, evaluating, and pursuing additional strategic transactions both in the U.S.
  and in non-U.S. jurisdictions. These transactions are likely to require unique approaches to integration due to, among other reasons,
  the structure of the transactions, the locations, and cultural differences among the other company&rsquo;s teams and ours, and have required
  and will continue to require significant attention from our management team as described in the risk factor titled &ldquo;<I>From time
  to time we may evaluate and potentially consummate strategic investments, combinations, joint-ventures, acquisitions or alliances, which
  could require significant management attention, disrupt our business and adversely affect our financial results</I>&rdquo;. If we are
  unable to obtain the anticipated benefits from these transactions, or if we encounter difficulties in integrating any acquired operations
  with our business, our financial condition and results of operations could be materially harmed.</P>
  
  <P STYLE="text-indent: 0pt; font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="text-indent: 0pt; font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><B><I>Dependence&nbsp;on joint ventures and other
  local partners could adversely affect our profits. </I></B></P>
  
  <P STYLE="text-indent: 0pt; font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify; text-indent: 0pt">We intend to conduct some
  operations through joint ventures in which unaffiliated third parties may control or have significant influence on the operations of the&nbsp;joint
  venture. As with any&nbsp;joint venture&nbsp;arrangement, differences in views among the&nbsp;joint venture&nbsp;participants may result
  in the&nbsp;joint venture&nbsp;operating in a manner that is contrary to our preference, delayed decisions or in failures to agree on
  major issues. These factors could have a material adverse effect on the business and results of operations of our joint ventures and,
  in turn, our business and combined results of operations. In addition to joint ventures, we may rely on local third-party partners in
  foreign jurisdiction, as we do in Iceland, to provide various services in support of our cloud services and HPC data center businesses,
  including installation, service and technical support, as well as the provision of equipment and personnel. If a local partner is unwilling
  or unable to deliver its services for any reason including, but not limited to, a dispute with us, the deterioration of its financial
  condition or a loss of personnel, we may be unable to engage an alternative partner or subcontractors to perform the same services, or
  on terms substantially similar to those with our existing partners. The failure to do so may cause us to breach the terms of existing
  contracts, impede our ability to complete orders, and/or result in damage to our customer relationships in that jurisdiction, any of which
  may damage our reputation and have a material adverse effect on our business in the impacted jurisdiction.</P>
  
  <P STYLE="text-indent: 0pt; font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="text-indent: 0pt; font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><B><I>If one of our customers were to obtain exclusive
  rights to open source technologies that we employ across our businesses,&nbsp;our ability to realize significant operating efficiencies
  could be jeopardized. </I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify; text-indent: 0pt"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify; text-indent: 0pt">Our business model leverages
  our ability to share significant open source technological innovations across cloud services, our data centers and customers. If one of
  our customers were to obtain exclusive rights to what are now open source technologies we employ across our businesses, we could be limited
  in obtaining essential supplies at competitive costs and sharing research and development costs across our businesses. As a result, our
  ability to realize significant operating efficiencies by modifying our existing or new data centers utilizing these technologies and our
  ability to serve all our customers could be jeopardized, which could materially adversely affect our business, results of operations and
  future prospects.</P>
  
  <P STYLE="text-indent: 0pt; font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="text-indent: 0pt; font: 10pt Times New Roman, Times, Serif; margin: 0pt; 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; text-align: justify; text-indent: 0pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify; text-indent: 0pt">Our success and future growth
  will depend to a significant degree on the skills and services of our management team, including Mr. Sam Tabar, our Chief Executive Officer,
  and Mr. Erke Huang, our Chief Financial Officer. We have recently hired several key members of senior management of Enovum, including
  Billy Krassakopoulos, CEO of Enovum, who is President of WhiteFiber and Thomas Sanfilippo, Chief Technology Officer of Enovum, in order
  to grow WhiteFiber&rsquo;s business. 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; text-indent: 0in">&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 who have a sound understanding of our business. The market for highly qualified personnel in our 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 0pt 68.55pt; text-align: justify; background-color: white"></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"></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"></P>
  
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  <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"><B><I>Our operations may be negatively affected
  if it is unable to obtain, develop and retain key personnel and skilled labor forces.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify; text-indent: 0pt">WhiteFiber must attract, develop
  and retain executive officers and other professional, technical and labor forces with the skills and experience necessary to successfully
  manage, operate and grow. We have recently hired certain key personnel for WhiteFiber, as well as the management team of Enovum. However,
  competition for these employees is high, due, in part, to the nascent HPC Business workforce. In some cases, competition for these employees
  is on a regional, national, or global basis. At times of low unemployment, it may be difficult for us to attract and retain qualified
  and affordable personnel. A shortage in the supply of skilled personnel creates competitive hiring markets, increased labor expenses,
  decreased productivity and potentially lost business opportunities to support our operating and growth strategies. Additionally, if we
  are unable to hire employees with the requisite skills, it may be forced to incur significant training expenses. As a result, our ability
  to maintain productivity, relationships with customers, competitive costs, and quality services are limited by the ability to employ,
  retain and train the necessary skilled personnel and could negatively affect its results of operations, financial position and cash flows.</P>
  
  <P STYLE="text-indent: 0pt; font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="text-indent: 0pt; font: 10pt Times New Roman, Times, Serif; margin: 0pt; 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; text-align: justify; text-indent: 0pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify; text-indent: 0pt">We believe that a critical
  component of our success is our corporate culture, which we believe fosters innovation, encourages teamwork and cultivates creativity.
  As we continue to grow, we may find it difficult to maintain these valuable aspects of our corporate culture. Any failure to preserve
  our culture could negatively impact our future success, including our ability to attract and retain employees, encourage innovation and
  teamwork and effectively focus on and pursue our corporate objectives.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify; text-indent: 0pt">&nbsp;</P>
  
  <P STYLE="text-indent: 0pt; font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><B><I>Cybersecurity incidents and threats including
  cyberattacks, ransomware attacks and security breaches of cloud services and our information systems, or those impacting our third parties,
  could adversely impact our brand and reputation and our business, operating results, and financial condition.</I></B></P>
  
  <P STYLE="text-indent: 0pt; font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify; text-indent: 0pt">Our cloud services involve
  the collection, storage, processing, and transmission of confidential information, employee, service provider, and other personal data.
  We have built our cloud services on the premise that we maintain a secure way to secure, store, and transact in cloud services. As a result,
  any actual or perceived security breach of us or our third-party partners may:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-indent: 0pt">&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">harm our reputation and brand;</FONT></TD>
  </TR></TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-indent: 0pt">&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">result in our cloud services
  being unavailable and interrupt our operations;</FONT></TD>
  </TR></TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-indent: 0pt">&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">result in improper disclosure
  of data and violations of applicable privacy and other laws;</FONT></TD>
  </TR></TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-indent: 0pt">&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">
      <TD STYLE="width: 0.25in">&nbsp;</TD>
      <TD STYLE="width: 0.25in"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD><FONT STYLE="font-size: 10pt">result in significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, and financial exposure;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&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">result in exposure to claims for damages and other remedies by our customers and individuals whose personal data is the subject to a cybersecurity incident;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-indent: 0pt">&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">cause us to incur significant
  remediation and notification costs;</FONT></TD>
  </TR></TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-indent: 0pt">&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">divert the attention of management
  from the operation of our business; and</FONT></TD>
  </TR></TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-indent: 0pt">&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">adversely affect our business
  and operating results.</FONT></TD>
  </TR></TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-indent: 0pt">&nbsp;</P>
  
  <P STYLE="text-indent: 0pt; font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: center"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; text-indent: 0pt; margin: 0pt; text-align: center"></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: 0in">Further, any actual or perceived
  breach or cybersecurity incident or attack, whether or not we are directly impacted, could lead to a general loss of customer confidence
  in the digital asset industry or in the use of technology to conduct financial transactions, which could negatively impact us, including
  the market perception of the effectiveness of our security measures and technology infrastructure. Certain kinds of cybersecurity incidents
  and attacks, such as ransomware attacks, could result in the interruption of our cloud services and information systems, and result in
  the inability to access and loss of data.</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">An increasing number of organizations,
  including large merchants, businesses, technology companies, and financial institutions, as well as government institutions, have disclosed
  breaches of their information security systems, some of which have involved sophisticated and highly targeted attacks, including on their
  websites, mobile applications, and infrastructure.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">Cybersecurity incidents and
  attacks upon systems across a variety of industries, including cloud services, are increasing in their frequency, persistence, and sophistication,
  and, in many cases, are being conducted by sophisticated, well-funded, and organized groups and individuals, including state actors. The
  techniques used to obtain unauthorized, improper, or illegal access to systems and information (including customers and partners&rsquo;
  personal data, AI algorithms, disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect quickly,
  and often are not recognized or detected until after they have been launched against a target. These attacks may occur on our cloud services
  or those of our third-party service providers or partners. Certain types of cyberattacks could harm us even if our systems are left undisturbed.
  For example, attacks may be designed to deceive employees and service providers into releasing control of our systems to a hacker, while
  others may aim to introduce computer viruses or malware into our cloud services with a view to stealing confidential or proprietary data.
  Additionally, certain threats are designed to remain dormant or undetectable until launched against a target and we may not be able to
  implement adequate preventative measures.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">Although we have developed
  systems and processes designed to protect our information systems and the data we manage, prevent cybersecurity incidents, data loss and
  other security breaches, effectively respond to known and manage, prevent cybersecurity incidents, data loss and other security breaches,
  effectively respond to known and potential risks, and expect to continue to expend significant resources to bolster these protections,
  there can be no assurance that these security measures will provide absolute security or prevent breaches or attacks. We have experienced
  from time to time, and may experience in the future, breaches of our security measures due to human error, malfeasance, insider threats,
  system errors or vulnerabilities, or other irregularities. Unauthorized parties have attempted, and we expect that they will continue
  to attempt, to gain access to our systems and facilities, as well as those of our customers, partners, and third-party service providers,
  through various means, including hacking, social engineering, phishing, and attempting to fraudulently induce individuals (including employees,
  service providers, and our customers) into disclosing usernames, passwords, payment card information, or other sensitive information,
  which may, in turn, be used to access our cloud services. Threats can come from a variety of sources, including criminal hackers, hacktivists,
  state-sponsored intrusions, industrial espionage, and insiders. Certain threat actors may be supported by significant financial and technological
  resources, making them even more sophisticated and difficult to detect.</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"><B><I>We may be vulnerable to physical security
  breaches, which could disrupt our operations and have a material adverse effect on our business, financial condition and results of operations.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">A party who is able to compromise
  the physical security measures protecting our facilities could cause interruptions or malfunctions in our operations and misappropriate
  our property or the property of our customers. As we provide assurances to our customers that we provide the highest level of security,
  such a compromise could be particularly harmful to our brand and reputation. We may be required to expend significant capital and resources
  to protect against such threats or to alleviate problems caused by breaches in security. As techniques used to breach security change
  frequently and are often not recognized until launched against a target, we may not be able to implement new security measures in a timely
  manner or, if and when implemented, we may not be certain whether these measures could be circumvented. Any breaches that may occur could
  expose us to increased risk of lawsuits, regulatory penalties, loss of existing or potential customers, harm to our reputation and increases
  in our security costs, which 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; text-indent: 0in"><B><I>&nbsp;</I></B></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I></I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Supply chain disruptions may adversely affect
  WhiteFiber&rsquo;s operations.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">We are a provider of Graphic
  Processing Units (&ldquo;GPUs&rdquo;) compute and purchases NVIDA H100 and H200 servers, as well as other servers, through OEMS, for example,
  Supermicro Computer Inc&reg;, Dell, and Hewlett Packard Enterprise. Disruptions, shortages or delays in our ability to source GPUs and
  price increases from suppliers have and may continue to occur, which have and may continue to adversely affect our results of operations,
  financial condition, cash flows and harm customer relationships. Any material disruption at our facilities or those of its customers or
  suppliers or otherwise within its supply chain, whether as a result of downtime, work stoppages or facility damage could prevent us from
  meeting customer demands or expected timelines, require it to incur unplanned capital expenditures, or cause other material disruptions
  to its operations, any of which could have a material adverse effect on our operations, financial position and cash flows. Further, supply
  chain disruptions can occur from events out of WhiteFiber&rsquo;s control, such as environmental incidents or other catastrophes.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>We operate in a capital-intensive industry
  and are subject to capital market and interest rate risks.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">WhiteFiber&rsquo;s operations
  require significant capital investment to purchase and maintain the property and equipment required to provide specialized infrastructures
  to support generative AI work streams. In addition, WhiteFiber&rsquo;s operations include a significant level of fixed and semi-fixed
  costs. Consequently, we will rely on capital markets, as sources of liquidity for capital requirements for growth. If we are unable to
  access capital at competitive rates, the ability to implement business plans, make capital expenditures or pursue acquisitions it would
  otherwise rely on for future, growth may be adversely affected. Market disruptions may increase the cost of borrowing or adversely affect
  WhiteFiber&rsquo;s ability to access one or more financial markets. Such market disruptions could include:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; 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"></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">A significant economic downturn.</FONT></TD>
  </TR></TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; 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"></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 financial distress of unrelated
  industry leaders in the same line of business.</FONT></TD>
  </TR></TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; 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"></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">Deterioration in capital market
  conditions.</FONT></TD>
  </TR></TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; 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"></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">Turmoil in the financial services
  industry.</FONT></TD>
  </TR></TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; 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"></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">Volatility in GPU prices.</FONT></TD>
  </TR></TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; 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"></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">Terrorist attacks.</FONT></TD>
  </TR></TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; 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"></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">War.</FONT></TD>
  </TR></TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; 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"></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">Cyberattacks.</FONT></TD>
  </TR></TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-indent: -0.25in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">If we raise additional equity
  financing, our shareholders may experience significant dilution of their ownership interests, and the per share value of our Ordinary
  Shares could decline. Furthermore, if we engage in debt financing, the holders of debt will have priority over the holders of our Ordinary
  Shares on order of payment preference. We may be required to accept terms that restrict or limit our ability to, among other things:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; 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"></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">Pay cash dividends to our shareholders,
  subject to certain limited exceptions;</FONT></TD>
  </TR></TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; 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"></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">Redeem or repurchase our Ordinary
  Shares or other equity;</FONT></TD>
  </TR></TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; 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"></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">Incur additional indebtedness;</FONT></TD>
  </TR></TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; 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"></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">Permit liens on assets;</FONT></TD>
  </TR></TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; 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"></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">Make certain investments (including
  through the acquisition of stock, shares, partnership or limited liability company interests, any loan, advance or capital contribution);</FONT></TD>
  </TR></TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; 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"></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">Sell, lease, license, lend
  or otherwise convey an interest in a material portion of our assets; and</FONT></TD>
  </TR></TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; 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"></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">Sell or otherwise issue Ordinary
  Shares or other share capital subject to certain limited exceptions.</FONT></TD>
  </TR></TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">These restrictions may limit
  our ability to obtain additional financing, withstand downturns in our business or take advantage of business opportunities.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"></P>
  
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  <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"><B><I>Our business has and is expected to continue
  to have significant customer concentration. </I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: 17.95pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  generate a large portion of our revenue from a small number of customers. There are inherent risks whenever a large percentage of total
  revenue is concentrated with a limited number of customers. If we were to lose one or more of our customers, our operating results could
  be materially adversely affected.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: 17.95pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><I>WhiteFiber
  Data Centers</I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: 17.95pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Enovum&rsquo;s
  data center in Montreal is currently serving 14 customers. No one customer has accounted for in excess of 50% of revenue in the three
  months ended March 31, 2025 or the 12 months ended December 31, 2024. During fiscal year 2023, 12 customers accounted for 100% of Enovum&rsquo;s
  revenue.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: 17.95pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><I>Cloud
  Service Business</I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: 17.95pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">During
  2024, our HPC data center in Iceland had contracts with three customers. Our Initial Customer has accounted for approximately 75% of our
  revenue during the three months ended March 31, 2025 and 43% of our revenues through December 31, 2024.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: 17.95pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  expect that the limited number of customers will continue to account for a high percentage of our revenue for the foreseeable future.
  In addition, demand for our services generated by these customers may fluctuate significantly from quarter to quarter. The concentration
  of our customer base increases risks related to the financial condition of our customers, and the deterioration in financial condition
  of a single customer or the failure of a single customer to perform its obligations could have a material adverse effect on our results
  of operations and cash flow. In the event that any of our customers experience a decline in their equipment usage for any reason, or decide
  to discontinue the use of our facilities, we may be compelled to lower our prices or risk losing a significant customer. Such developments
  could adversely affect our profit margins and financial position, leading to a negative impact on our revenue and operational results.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Failure to attract, grow and retain a diverse
  and balanced customer base, could adversely affect our business and operating results.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: 17.95pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Our
  ability to attract, grow and retain a diverse and balanced customer base, consisting of enterprises, cloud service providers, network
  service providers, and digital economy customers, may affect our ability to grow our business. Currently our data center operations are
  limited to Iceland and Montreal, Canada which enables us to better generate significant interconnection revenues, which in turn increases
  our overall revenues. Our ability to attract customers to our data centers will depend on a variety of factors, including our product
  offerings, the presence of carriers, the overall mix of customers, the presence of key customers attracting business through ecosystems,
  the data center&rsquo;s operating reliability and security and our ability to effectively market our product offerings. Our inability
  to develop, provide or effectively execute any of these factors may adversely affect the development, growth and retention of a diverse
  and balanced customer base and adversely affect our business, financial condition and results of operations.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Our new services and changes to existing
  services could fail to attract or retain users or generate revenue and profits, or otherwise adversely affect our business.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: 17.95pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Our
  ability to retain, increase, and engage our customer base and to increase our revenue depends heavily on our ability to continue to evolve
  our existing services and to create successful new services, both independently and in conjunction with developers or other third parties.
  We may introduce significant changes to our existing services or acquire or introduce new and unproven services, including using technologies
  with which we have little or no prior development or operating experience. These efforts, including the introduction of new services or
  changes to existing services, may result in new or enhanced governmental or regulatory scrutiny, litigation, ethical concerns, or other
  complications that could adversely affect our business, reputation, or financial results. If our new services fail to engage users or
  developers, or if our business plans are unsuccessful, we may fail to attract or retain users or to generate sufficient revenue, operating
  margin, or other value to justify our investments, and our business may be adversely affected.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"></P>
  
  <!-- Field: Page; Sequence: 20; Value: 1 -->
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"><B><I></I></B></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>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 0pt 1in; text-align: justify; text-indent: 17.95pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">As cloud services and data
  centers become more widely available, we expect the services and products associated with them to evolve. In order to stay current with
  the industry, our business model requires us to evolve as well. From time to time, we have modified and will continue to modify aspects
  of our business model relating to our strategy. We cannot offer any assurance that these or any other modifications will be successful
  or will not result in harm to our business. We may not be able to manage growth effectively, which could damage our reputation, limit
  our growth and negatively affect our operating results. Further, we cannot provide any assurance that we will successfully identify all
  emerging trends and growth opportunities in this business sector, and we may lose out on those opportunities. Such circumstances could
  have a material adverse effect on our business, prospects or operations.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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>We may be negatively impacted by future
  litigation, claims or investigations.</I></B></P>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B><I></I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: 17.95pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">We may become party to, among
  other things, environmental, commercial, contract, warranty, antitrust, tax, property entitlements and land use, product liability, health
  and safety, and employment claims. The outcome of any future lawsuits, claims, investigations or proceedings is often difficult to predict
  and could be adverse and material in amount. In addition to the monetary cost, litigation can divert management&rsquo;s attention from
  its core business opportunities. Development of new information in these matters can often lead to changes in management&rsquo;s estimated
  liabilities associated with these proceedings including the judge&rsquo;s rulings or judgements, jury verdicts, settlements or changes
  in applicable law. The outcome of such matters is often difficult to predict, and unfavorable outcomes could have a material impact to
  our results of operations, financial position 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"><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; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B><I>General risk factors that could impact our businesses.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.25in; text-indent: 17.95pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">Certain additional factors
  may negatively impact our financial results in future periods. The following factors should be considered for a better understanding of
  the risks to us:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-indent: -0.25in">&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; font-size: 10pt">&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">Acquisition, disposal, and impairments of assets or facilities: These activities can lead to financial losses, operational disruption, or reduced asset value if transactions are poorly timed, overpriced, or if market conditions change.&nbsp;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.25in">&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: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">The cyclical nature of large infrastructure projects. Our data center development is subject to long lead times, significant upfront capital investment, including equity and debt financing, and dependence on customer demand forecasts. As a result, our infrastructure projects are exposed to economic cycles, technology refresh cycles, and shifts in AI or cloud compute demand.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.25in">&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: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">Labor negotiations or disputes:&nbsp;Work stoppages or unfavorable labor terms can disrupt operations, increase costs, and delay project timelines.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.25in">&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: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">Inability of contract counterparts to meet their contractual obligations:&nbsp;Default by suppliers, customers, or partners can result in revenue shortfalls, service disruptions, or increased costs to find replacements.&nbsp;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.25in">&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: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">The inability to effectively integrate the operations and the internal controls of any acquired companies: Poor integration can lead to inefficiencies, compliance risks, and failure to realize expected synergies, affecting overall financial and operational performance.</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"></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: justify"><B><I>We maintain cash deposits in excess of federally
  insured limits. Adverse developments affecting financial institutions, including bank failures, could adversely affect our liquidity and
  financial performance.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: 17.95pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">We regularly maintain domestic
  cash deposits in Federal Deposit Insurance Corporation (&ldquo;FDIC&rdquo;) insured banks that exceed the FDIC insurance limits. Bank
  failures, events involving limited liquidity, defaults, non-performance, or other adverse developments that affect financial institutions,
  or concerns or rumors about such events, may lead to liquidity constraints. For example, on March 10, 2023, Silicon Valley Bank failed
  and was taken into receivership by the FDIC. The failure of a bank, or other adverse conditions in the financial or credit markets impacting
  financial institutions at which we maintain balances, could adversely impact our liquidity and financial performance. There can be no
  assurance that our deposits in excess of the FDIC or other comparable insurance limits will be backstopped by the U.S., or that any bank
  or financial institution with which we do business will be able to obtain needed liquidity from other banks, government institutions or
  by acquisition in the event of a failure or liquidity crisis.</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"><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; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">From May 4, 2022 until March 31, 2025, we
  have sold an aggregate of 81,990,654 shares for an aggregate purchase price of $288.1 million net of offering costs pursuant to an
  at-the-market offering. We sold on additional 25,504,699 Ordinary Shares from April 1, 2025 until May 14, 2025 for net proceeds of
  $48.3 million. On June 27, we completed the sale of 75 million Ordinary Shares at $2.00 per share for net proceeds of approximately
  $141.5 million in a registered public offering. On July 1, 2025, the underwriters exercised their over-allotment option for the purchase
  of an additional 11,250,000 Ordinary Shares at $2.00 per share for net proceeds of approximately $21.3 million We had a net income
  of $28.3 million for Fiscal 2024. We incurred a net loss of $13.9 million for Fiscal 2023, which included $6.6 million impairment of
  digital assets. We had negative cash flows for our operating activities of $13.0 million for Fiscal 2024. We had positive cash flows
  from our operating activities of $1.1 million for Fiscal 2023. Negative cash flow during Fiscal 2024 resulted, in part, from gains
  on digital assets of $55.7 million and revenue from bitcoin mining of $58.6 million, offset by depreciation and amortization
  expenses of $32.3 million. Positive cash flow during Fiscal 2023 resulted, in part, from gain from exchange of digital assets of
  $18.8 million offset by $6.6 million impairment of 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">We cannot assure you our business model will allow
  us to continue to generate positive cash, given our substantial expenses in relation to our revenue at this stage of our Company&rsquo;s
  development. Our inability to offset our expenses with adequate revenue will adversely affect our liquidity, financial condition and results
  of operations. Although we have adequate cash on hand and have drawn down on an effective $500 million at-the-market shelf registration
  statement and anticipated cash flows from operating activities are expected to be sufficient to meet our anticipated working capital requirements
  and capital expenditures in the ordinary course of business for the next 12 months, we cannot assure you that will be the case. We expect
  to need additional cash resources in the future as we wish to pursue opportunities for investment, acquisition, capital expenditure or
  similar actions in order to implement our business plan. The issuance and sale of additional equity has resulted and will continue to
  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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><B>Cloud Service Development
  Related Risks</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 cloud service technology and infrastructure
  may not operate properly or as we expect them to, which could cause us to incur fines and monetary penalties, adversely affecting our
  business, results of operations, and financial condition.</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; text-indent: 0in">The continuous development,
  maintenance, and operation of our cloud service technology and infrastructure is expensive and complex and may involve unforeseen difficulties,
  including material performance problems, undetected defects, or errors, particularly with new capabilities and system integrations. We
  may encounter technical obstacles, and it is possible that we may discover additional problems that prevent our technology and systems
  from operating properly. If our cloud services do not function reliably, we may incur fines and monetary penalties, as well as regulatory
  orders requiring remedial, injunctive, or other corrective actions.</P>
  
  <P STYLE="font: 10pt Times New Roman, 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"></P>
  
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  <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; text-indent: 0in">Regulators may limit our ability
  to develop or implement our cloud services technology and infrastructure and/or may eliminate or restrict the confidentiality of our technology,
  which could 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 0pt 1in; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">Our future success depends
  on our ability to continue to develop and implement our cloud services technology, and to maintain the confidentiality of this technology.
  Changes to existing regulations, their interpretation or implementation, or new regulations could impede our use of this technology, or
  require that we disclose our technology to our competitors, which could impair our competitive position and result in a material adverse
  effect on our business, results of operations, and financial condition.</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"><B><I>We face intense competition in the cloud
  services industry and may not be able to compete with other companies. If we do not continue to innovate and provide cloud services to
  our customers and partners, we may not remain competitive, which could harm our business, financial condition, cloud service and operating
  results.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  may not be able to compete successfully against present or future competitors. We do not have the resources to compete with larger providers
  of similar products or services at this time. Our cloud services business environment is rapidly evolving and intensely competitive; it
  faces changing cloud service technologies, shifting customer needs, and frequent introductions of rival products and services. To compete
  successfully, we must accurately anticipate cloud service technology developments and deliver innovative, relevant, and useful products,
  services, and technologies in a timely manner. As our cloud services business evolves, the competitive pressure to innovate will encompass
  a wider range of products and services. We must continue to invest significant resources in technical infrastructure and R&amp;D, including
  through acquisitions, in order to enhance our cloud service technology, and services. With the limited resources we have available, we
  may experience difficulties in expanding and improving our colocation data center and services to remain competitive. Competition from
  existing and future competitors particularly those better capitalized, could result in our inability to secure acquisitions and partnerships
  that we may need to expand our business in the future. This competition from other entities with greater resources, experience and reputations
  may result in our failure to maintain or expand our business, as we may never be able to successfully execute our business plan. If we
  are unable to expand and remain competitive, our business could be negatively affected which would have an adverse effect on the trading
  price of our Ordinary Shares, which would harm our investors.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Our
  current and potential domestic and international competitors range from large and established companies to emerging start-ups. Some competitors
  have longer operating histories and well-established relationships in various sectors. They can use their experience and resources in
  ways that could affect our competitive position, including by making acquisitions and entering into other strategic arrangements; continuing
  to invest heavily in cloud services technical infrastructure, R&amp;D, and in talent; initiating intellectual property and competition
  claims (whether or not meritorious). Further, discrepancies in enforcement of existing laws may enable our lesser known competitors to
  aggressively interpret those laws without commensurate scrutiny, thereby affording them competitive advantages. Our competitors may also
  be able to innovate and provide cloud services faster than we can or may foresee the need for products and services before we do.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  are expanding our investment in research and development companywide. This includes generative AI and continuing to integrate AI capabilities
  into our products and services. Cloud service technology and services are highly competitive, rapidly evolving, and require significant
  investment, including development and operational costs, to meet the changing needs and expectations of our existing users and attract
  new users. Our ability to deploy certain cloud service technologies critical for our products and services and for our business strategy
  may depend on the availability and pricing of third-party equipment and technical infrastructure. Additionally, other companies may develop
  cloud service products and technologies that are similar or superior to our technologies or more cost-effective to deploy. Other companies
  have, or in the future may obtain, patents or other proprietary rights that would prevent, limit, or interfere with our ability to make,
  use, or sell our own cloud services.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Our
  financial condition and operating results may also suffer if our cloud services are not responsive to the evolving needs and desires of
  our customers and partners. As new and existing cloud service technologies continue to develop, competitors and new entrants may be able
  to offer experiences that are, or that are seen to be, substantially similar to or better than ours. These technologies could reduce usage
  of our products and services, and force us to compete in different ways and expend significant resources to develop and operate equal
  or better products and services. Competitors&rsquo; success in providing compelling products and services or in attracting and retaining
  customers and partners could harm our financial condition and operating results.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; background-color: white">&nbsp;</P>
  
  <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: justify; background-color: white"><B><I>Our sales cycles
  can be long and unpredictable, and our sales efforts require considerable time and expense.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Our
  go-to-market approach currently focuses on a top-down sales model to drive demand and pipeline from the large AI labs and AI enterprises.
  Sales to such customers involves longer and more unpredictable sales cycles. Customers often view the purchase of our platform as a significant
  strategic decision and, as a result, frequently require considerable time to evaluate, test, and qualify our platform prior to entering
  into or expanding a relationship with us. Large enterprises in particular, often undertake a significant evaluation process that further
  lengthens our sales cycle.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Our
  direct sales team develops relationships with our customers, and works on account penetration, account coordination, sales, and overall
  market development. We spend substantial time and resources on our sales efforts without any assurance that our efforts will produce a
  sale. Cloud infrastructure capacity purchases are frequently subject to budget constraints, multiple approvals, and unanticipated administrative,
  processing, and other delays. As a result, it is difficult to predict whether and when a sale will be completed. The failure of our efforts
  to secure sales after investing resources in a lengthy sales process would adversely affect our business, operating results, financial
  condition, and future prospects<B><I>.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><B><I>Our ability to
  maintain customer satisfaction depends in part on the quality of our customer support and cloud operations services. Our failure to maintain
  high-quality customer support and cloud operations services could have an adverse effect on our business, operating results, financial
  condition, and future prospects.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  believe that the successful use of our platform requires a high level of support and engagement for many of our customers. In order to
  deliver appropriate customer support and engagement, we must successfully assist our customers in deploying and continuing to use our
  platform, resolve performance issues, address interoperability challenges with the customers&rsquo; existing IT infrastructure, and respond
  to security threats and cyber-attacks and performance and reliability problems that may arise from time to time. Increased demand for
  customer support and cloud operations services, without corresponding increases in revenue, could increase our costs and adversely affect
  our business, operating results, financial condition, and future prospects.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: -0.5in; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Furthermore,
  there can be no assurance that we will be able to hire sufficient support personnel as and when needed, particularly if our sales exceed
  our internal forecasts. We expect to increase the number of our customers, and that growth may put additional pressure on our customer
  support and cloud operations services teams. Our customer support and cloud operations services teams may need additional personnel to
  respond to customer demand. We may be unable to respond quickly enough to accommodate short-term increases in customer demand for services.
  To the extent that we are unsuccessful in hiring, training, and retaining adequate support resources, our ability to provide high-quality
  and timely support to our customers will be negatively impacted, and our customers&rsquo; satisfaction and their purchase of our infrastructure
  could be adversely affected.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: -0.5in; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">In
  addition, as we continue to grow our operations and expand outside of the United States, we need to be able to provide efficient services
  that meet our customers&rsquo; needs globally at scale, and our customer support and cloud operations services teams may face additional
  challenges, including those associated with operating the platforms and delivering support, training, and documentation in languages other
  than English and providing services across expanded time-zones. If we are unable to provide efficient customer support services globally
  at scale, our ability to grow our operations may be harmed, and we may need to hire additional services personnel which could increase
  our expenses, and negatively impact our business, financial condition, operating results, and future prospects.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><B><I>The broader adoption,
  use, and commercialization of AI technology, and the continued rapid pace of developments in the AI field, are inherently uncertain. Failure
  by our customers to use our cloud services to support AI use cases in their systems, or our ability to keep up with evolving AI technology
  requirements and regulatory frameworks, could have a material adverse effect on our business, operating results, financial condition,
  and future prospects.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">As
  part of our growth strategy, we seek to attract and acquire customers requiring high-performance computing, such as AI, machine learning,
  and automated decision-making technologies, including proprietary AI algorithms and models (collectively, &ldquo;AI Technologies&rdquo;).</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"></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: justify; text-indent: 0in; background-color: white">AI
  has been developing at a rapid pace, and continues to evolve and change. As demand continues for AI services, AI providers, including
  our customers, have sought increased compute capacity to enable advancements in their AI models and service the demands of end users.
  We cannot predict whether additional computing power will continue to be required to develop larger, more powerful AI models, or if the
  practical limits of AI technology will plateau in the future regardless of available compute capacity. Further, there have been recent
  advancements in AI technology, including open-source AI models, that may lead to compute and other efficiencies that may impact the demand
  for AI services, including our platform, solutions, and services, which may adversely impact our revenue and profitability. In the event
  that existing scaling laws do not continue to apply as they have in the past, demand by our customers for compute resources, including
  our solutions and services, may not continue to increase over time, or may decrease if overall demand for AI is impacted by a lack of
  further technological development. If we are unable to keep up with the changing AI landscape or in developing services to meet our customers&rsquo;
  evolving AI needs, or if the AI landscape does not develop to the extent we or our customers expect, our business, operating results,
  financial condition, and future prospects may be adversely impacted.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Additionally,
  we may incur significant costs and experience significant delays in developing new solutions and services or enhancing our current platform
  to adapt to the changing AI landscape, and may not achieve a return on investment or capitalize on the opportunities presented by demand
  for AI solutions. Moreover, while AI adoption is likely to continue and may accelerate, the long-term trajectory of this technological
  trend is uncertain. Further, market acceptance, understanding, and valuation of solutions and services that incorporate AI Technologies
  are uncertain and the perceived value of AI Technologies used and/or provided by our customers could be inaccurate. If AI is not broadly
  adopted by enterprises to the extent we expect, or if new use cases do not arise, then our opportunity may be smaller than we expect.
  Further, if the consumer perception and perceived value of AI Technologies is inaccurate this could have a material adverse effect on
  our customers, which in turn could have a material adverse effect on our business, operating results, financial condition, and future
  prospects.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Concerns
  relating to the responsible use by our customers of new and evolving technologies, such as AI, which are supported by our platform, may
  result in collateral reputational harm to us. AI may pose emerging ethical issues and if our platform enables customer solutions that
  draw controversy due to their perceived or actual impact on society, we may experience brand or reputational harm, competitive harm, or
  legal liability.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Furthermore,
  the rapid pace of innovation in the field of AI has led to developing and evolving regulatory frameworks globally, which are expected
  to become increasingly complex as AI continues to evolve. Regulators and lawmakers around the world have started proposing and adopting,
  or are currently considering, regulations and guidance specifically on the use of AI. Regulations related to AI Technologies have been
  introduced in the United States at the federal level and are also enacted and advancing at the state level. Additional regulations may
  impact our customers&rsquo; ability to develop, use and commercialize AI Technologies, which would impact demand for our platform, solutions,
  and services and may affect our business, operating results, financial condition, and future prospects.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">AI
  and related industries, including cloud services, are under increasing scrutiny from regulators due to their concerns about market concentration,
  anti-competitive practices, and the pace of partnerships and acquisitions involving generative AI startups. As the industry continues
  to grow, transactions and business conduct will likely continue to draw scrutiny from regulators. Our customers may become subject to
  further AI regulations, including any restrictions on the total consumption of compute technology, which could cause a delay or impediment
  to the commercialization of AI technology and could lead to a decrease in demand for our customers&rsquo; AI infrastructure, and may adversely
  affect our business, operating results, financial condition, and future prospects.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; background-color: white">&nbsp;</P>
  
  <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"><B>Risks Related to Our Data Center Operations</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>We are at an early stage of development
  of our business, currently have limited sources of revenue, and may not become profitable in the future.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: 17.95pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">We are subject to the
  risks and uncertainties of a new business, with limited sources of revenue. We completed our acquisition of Enovum in October 2024. Accordingly,
  we have only a limited history upon which an evaluation of our data center prospects and future performance can be made.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: -0.25in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">As
  we grow and develop as a business, we are attempting to reduce the impact of variability on our revenue and colocation costs by entering
  into long-term contracts at each site. In our data center services, our contracts with its 14 customers range from month to month to 60
  months. As these are new services in the industry, the value and longevity of the GPUs remain uncertain in this rapidly evolving market.
  Given that we have only a limited history of operating a colocation data center, the long-term profitability of these contracts cannot
  be presently determined. If we are unable to successfully implement our development plan or to increase our generation of revenue, we
  will not remain profitable in the future.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: -0.25in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  intend to continue scaling our company to increase our customer base and implement initiatives, including new business lines and global
  expansion. These efforts may prove more expensive than we currently anticipate. We may be unable to secure the required financing which
  may not result in increased revenue or profitability in the short term or at all. We will also incur increased compliance costs associated
  with growth, expanding our customer base, and being a public company. Our efforts to grow our business may be costlier than we expect,
  or the revenue growth rate may be slower than we expect. As we pivot towards new markets such as cloud services and colocation data center
  operations, we realize that our limited experience in these areas may impact our ability to accurately assess our prospects. The likelihood
  of our success must be considered in light of the expenses, difficulties, complications, problems and delays frequently encountered in
  connection with the expansion of a business, operating a business in a competitive industry, and the continued development of expanding
  our customer base. There can be no assurance that we will operate profitably in the future.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: 17.95pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>We may be unable to access sufficient additional
  capital equity and debt financing needed to grow our business. </I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: 17.95pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  will need to raise substantial additional capital to expand our data center operations, pursue our growth strategies and to respond to
  competitive pressures or unanticipated working capital requirements. However, market conditions may limit our ability to raise funds in
  a timely manner, in sufficient quantities, or on terms acceptable to us, if at all, which could impair our growth and adversely affect
  our existing operations. If we raise additional equity financing, our shareholders may experience significant dilution of their ownership
  interests, and the per share value of our Ordinary Shares could decline. Furthermore, if we engage in debt financing, the holders of debt
  would have priority over the holders of our Ordinary Shares on order of payment preference. We may be required to accept terms that restrict
  our ability to incur additional indebtedness, pay dividends to our shareholders, or take other actions. We may also be required to maintain
  specified liquidity or other ratios that could otherwise not be in the interests of our shareholders. If we are unable to raise the additional
  capital needed to execute our future strategic growth initiatives, we may be less competitive in our industry and the results of these
  provisions could make investing in our securities less attractive to investors and could limit our ability to obtain adequate financing
  on a timely basis or on acceptable terms in the future, which could have significant harmful effects on our financial condition and business
  and could include substantial limitations on our ability to continue to conduct operations.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Our business depends upon the demand for
  data centers.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: 17.95pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  are in the business of owning, acquiring, developing and operating data centers. A reduction in the demand for data center space, power
  or connectivity would have a greater adverse effect on our business and financial condition than if our assets were devoted to a less
  specialized use. Our substantial development activities make us particularly susceptible to general economic slowdowns, as well as adverse
  developments in the data center, Internet, AI and data communications and broader technology industries. It is not possible for us to
  predict the future level of demand for our services that will be generated by these customers or the future demand for the products and
  services of these customers. Any such slowdown or adverse development could lead to reduced corporate IT spending or reduced demand for
  data center space. Changes in industry practice or in technology could reduce demand for the physical data center space we provide. In
  addition, our customers may choose to develop new data centers or expand their own existing data centers or consolidate into data centers
  that we do not own or operate, which could reduce demand for our newly developed data centers or result in the loss of one or more key
  customers. If any of our key customers were to do so, it could result in a loss of business to us or put pressure on our pricing. Mergers
  or consolidations of technology companies could reduce further the number of our customers and potential customers and make us more dependent
  on a more limited number of customers. If our customers merge with or are acquired by other entities that are not our customers, they
  may discontinue or reduce the use of our data centers in the future. Our financial condition, results of operations, cash flow, cash available
  for distribution and ability to satisfy our debt service obligations could be materially adversely affected as a result of any or all
  of these factors.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: 17.95pt">&nbsp;</P>
  
  <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: justify"><B><I>We face intense competition in the data
  centers operations and may not be able to compete with other companies. If we do not continue to innovate in the design and management
  of data centers in order to offer innovative solutions to store, process and manage digital information, including AI and ML applications,
  to our customers and partners, we may not remain competitive, which could harm our business, financial condition, data centers and operating
  results.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  may not be able to compete successfully against present or future competitors. We do not have the capital resources to compete with larger
  providers of similar data centers at this time. Our data centers business environment is rapidly evolving and intensely competitive, and
  it faces frequent introductions of rival solutions and new technologies. To compete successfully, we must, among other things, accurately
  anticipate data center technology developments and innovate data centers&rsquo; design, management and technologies in a timely manner.
  As our data centers business evolves, the competitive pressure to innovate will encompass a wider range of technologies and solutions.
  We must continue to invest significant resources in personnel, technical infrastructure and R&amp;D, including through acquisitions, in
  order to advance/innovate our data centers. With the limited resources we have available, we may experience difficulties in expanding
  and improving our data centers. Competition from existing and future competitors, particularly those better capitalized, could result
  in our inability to secure acquisitions and partnerships that we may need to expand our data centers business in the future. This competition
  from other entities with greater resources, experience and reputation may result in our failure to maintain or expand our data center
  business, as we may never be able to successfully execute our business plan. If we are unable to expand and remain competitive, our business
  could be negatively affected, which would have an adverse effect on the trading price of our Ordinary Shares, which would harm our investors.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="text-align: justify; font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B><I>We depend upon third-party suppliers for power, and we are vulnerable
  to service failures and price increases by such suppliers and to volatility in the supply and price of power in the open market.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: 17.95pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  rely on third parties to provide power to our data centers, and we cannot ensure that these third parties will deliver such power in adequate
  quantities or on a consistent basis. We are also reliant on third parties to deliver additional power capacity to support the growth of
  our business. If the amount of power available to us is inadequate to support our customer requirements, we may be unable to satisfy our
  obligations to our customers or grow our business. In addition, our data centers may be susceptible to power shortages and planned or
  unplanned power outages caused by these shortages. Power outages may last beyond our backup and alternative power arrangements, which
  would harm our customers and our business. Any loss of services or equipment damage could adversely affect both our ability to generate
  revenues and our operating results, harm our reputation and potentially lead to customer disputes or litigation.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>A curtailment or disruption in energy supply
  in Iceland, Canada or the U.S. due to regulations and policies implemented by their respective governments, which prioritize energy supply,
  may cause a substantial disruption or discontinuance of our data center operations based in Iceland, Canada, or prospectively in the U.S.
  and therefore impair our financial condition or 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">Through WhiteFiber Iceland ehf, the Company has
  established and has been operating its colocation data center in Northern Iceland developing a fleet of 256 servers since November 2023.
  Through WhiteFiber&rsquo;s subsidiary Enovum which was acquired in October 2024, we have been operating our HPC data center located in
  Montreal Canada (MTL-1), and expect to commence operations in the fourth quarter of 2025 at MTL-2 and MTL-3. In May 2025, we purchased
  a former industrial manufacturing building and land outside of Greensboro, NC which we expect to be operational in March 2026.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 30.6pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">In order to maintain its
  HPC data centers operational, we will need to acquire sufficient supplies of electricity generated by hydroelectric and geothermal energy.
  In addition, our colocation facilities need also to maintain reliable and adequate infrastructure and cooling systems to ensure optimal
  performance.</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; background-color: white">Currently,
  Icelandic and Canadian-based data centers and similar facilities, including the ones contracted with the Company, may face significant
  risks of energy disruption, curtailment or discontinuance due to low water level in Icelandic reservoirs utilized by hydropower plants,
  which provide hydro-generated energy in the country. In the event of a water shortage, and therefore a shortage of hydro-generated energy,
  the prioritization framework for Icelandic energy favors residential and certain business uses over data centers and similar facilities.
  In addition, volcanic eruptions might interrupt the generation of electricity from geothermal energy, as occurred several times in 2023.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 30.6pt">&nbsp;</P>
  
  <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: justify; text-indent: 0in; background-color: white">In
  addition, we may be subject to risks and unanticipated costs associated with obtaining power from various utility companies. Utilities
  that serve our data centers may be dependent on, and sensitive to price increases for, a particular type of fuel, including hydroelectric.
  In addition, the total cost of delivered electricity could increase as a result of: regulations intended to regulate carbon emissions
  and other pollutants, ratepayer surcharges related to recovering the cost of extreme weather events and natural disasters (including volcanoes
  in Iceland), geopolitical conflicts, military conflicts, grid modernization charges, as well as other charges borne by ratepayers. Increases
  in the cost of power at any of our data centers could put those locations at a competitive disadvantage relative to data centers that
  are supplied power at a lower price.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Accordingly,
  the energy supply for our data centers may be subject to disruption and could become insufficient to support our operations. Our financial
  condition or results of operations may be adversely affected if our data centers are disrupted or discontinued due to a curtailment or
  interruption of the energy supply.&nbsp;</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 depend on third parties to provide network
  connectivity to the customers in our data centers and any delays or disruptions in connectivity may materially adversely affect our operating
  results and cash flow.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: 17.95pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  are not a telecommunications carrier. We believe that the availability of carrier capacity will directly affect our ability to achieve
  our projected results. Any carrier may elect not to offer its services within our data centers. Any carrier that has decided to provide
  network connectivity to our data centers may not continue to do so for any period of time. Further, some carriers are experiencing business
  difficulties or have announced consolidations. As a result, some carriers may be forced to downsize or terminate connectivity within our
  data centers, which could have an adverse effect on the business of our customers and, in turn, our own operating results.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: -0.25in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Our
  data centers may require construction and operation of a sophisticated redundant fiber network. The construction required to connect multiple
  carrier facilities to data centers is complex and involves factors outside of our control, including regulatory requirements and the availability
  of construction resources. We have obtained the right to use network resources owned by other companies, in order to attract telecommunications
  carriers and customers to our portfolio. If the establishment of highly diverse network connectivity to our data centers does not occur,
  is materially delayed or is discontinued, or is subject to failure, our operating results and cash flow may be materially adversely affected.
  Additionally, any hardware or fiber failures on this network may result in significant loss of connectivity to our data centers. This
  could negatively affect our ability to attract new customers or retain existing customers, which could have an adverse effect on our business,
  financial condition and results of operations.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: 17.95pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Any failure of our physical or information
  technology or operational technology infrastructure or services could lead to significant costs and disruptions.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: 17.95pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Our
  business depends on providing customers with highly reliable services, including with respect to power supply, physical security, cybersecurity,
  and maintenance of environmental conditions. We may fail to provide such services because our operations are vulnerable to, among other
  things, mechanical or telecommunications failure, power outage, human error, physical or electronic security breaches, cyberattacks, ransomware
  attacks, war, terrorism, fire, earthquake, pandemics, hurricane, flood and other natural disasters, sabotage and vandalism.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: -0.25in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Substantially
  all of our customer agreements include terms requiring us to meet certain service level commitments. Any failure to meet these or other
  commitments or any equipment damage in our data centers due to any reason could subject us to contractual liability, including service
  level credits against customer rent payments, legal liability and monetary damages, regulatory sanctions, or, in certain cases of repeated
  failures, the right by the customer to terminate the agreement. Service interruptions, equipment failures or security breaches could also
  materially impact our brand and reputation globally and lead to customer contract terminations or non-renewals and an inability to attract
  customers in the future.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: 17.95pt">&nbsp;</P>
  
  <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: justify"><B><I>Any disruption of service experienced by
  certain of our third-party service providers, or our ineffective management of relationships with third-party service providers could
  harm our business, financial condition, operating results, cash flows and prospects.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: 17.95pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  rely on several third-party service providers for services that are essential to our business model, the most important of which are our
  suppliers of power, electrical equipment (including GPU servers), building materials, and construction services. Additionally, as we build
  our cloud service business, we also expect to rely on third parties to lease or sell us equipment which we then lease to certain of our
  cloud service and colocation data center customers. In addition, we may depend upon outside advisors who may not be available on reasonable
  terms as needed, or at all. To supplement the business experience of our officers and directors, we may be required to employ technical
  experts, appraisers, attorneys, or other consultants or advisors. If these third parties or other outside advisors experience difficulty
  providing the services we require, or if they experience disruptions or financial distress or cease operations temporarily or permanently,
  or if the products they supply are defective or cease to operate for any reason, it could make it difficult for us to execute our operations.
  If we are unsuccessful in identifying or finding highly qualified third-party service providers or employees, if we fail to negotiate
  cost-effective relationships with them or if we are ineffective in managing and maintaining these relationships, it could materially and
  adversely affect our business and our financial condition, operating results, cash flows and prospects.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: 17.95pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Any delays or unexpected costs in the development
  of any new properties acquired for development may delay and harm our growth prospects, future operating results and financial condition.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: 17.95pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  intend to build out additional data centers in the future based on signed letters of intent at significant cost. Our successful development
  of this and future projects is subject to many risks, including those associated with:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&#9;&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 STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">delays in construction, or changes to the plans or specifications;</FONT></TD></TR>
    </TABLE>
  <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; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">budget overruns, increased prices for raw materials or building supplies, or lack of availability and/or increased costs for specialized data center components, including long lead time items such as generators;</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%; border-collapse: collapse">
    <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">construction site accidents and other casualties;</FONT></TD></TR>
    </TABLE>
  <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; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">financing availability, including our ability to obtain construction financing and permanent financing, or increases in interest rates or credit spreads;</FONT></TD></TR>
    </TABLE>
  <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; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">labor availability, costs, disputes and work stoppages with contractors, subcontractors or others that are constructing the project;</FONT></TD></TR>
    </TABLE>
  <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; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">failure of contractors to perform on a timely basis or at all, or other misconduct on the part of contractors;</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"></P>
  
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  <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: 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">access to sufficient power and related costs of providing such power to our customers;</FONT></TD></TR>
    </TABLE>
  <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; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">environmental issues;</FONT></TD></TR>
    </TABLE>
  <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; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">supply chain constraints;</FONT></TD></TR>
    </TABLE>
  <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; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">fire, flooding, earthquakes and other natural disasters;</FONT></TD></TR>
    </TABLE>
  <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; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">pandemics;</FONT></TD></TR>
    </TABLE>
  <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; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">geological, construction, excavation and equipment problems; and</FONT></TD></TR>
    </TABLE>
  <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; text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">delays or denials of entitlements or permits, including zoning and related permits, or other delays resulting from requirements of public agencies and utility companies.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: 17.95pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">In
  addition, development activities, regardless of whether they are ultimately successful, also typically require a substantial portion of
  our management&rsquo;s time and attention. This may distract our management from focusing on other operational activities of our business.
  If we are unable to complete development projects successfully and on a timely basis, our business may be adversely affected.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, 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 ongoing investment in retrofitting data
  centers involves infrastructure and technologies which is inherently risky, and could divert management attention and harm our business,
  financial condition, and operating results.</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; text-indent: 0in; background-color: white">Our
  ongoing investments that we are making in infrastructure, research and development augment our data center capabilities, reflect our ongoing
  efforts to innovate and provide products and services that are helpful to our customers. However, these investments may not be commercially
  viable or may not result in an adequate return of capital. These endeavors involve significant risks and uncertainties, including diversion
  of resources and management attention from current operations, different monetization models, and the use of alternative investment, governance,
  or compensation structures that may fail to adequately align incentives across the company or otherwise accomplish their objectives.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>If we incorrectly estimate our hosting capacity
  requirements and related capital expenditures, our results of operations could be adversely affected.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: 17.95pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  are continuously evaluating our capacity requirements in order to effectively manage our capital expenditures and operating results. However,
  we may be unable to accurately project our future capacity needs or sufficiently allocate resources to address such needs. If we overestimate
  our business&rsquo; capacity requirements or the demand for our services and therefore secure excess data center capacity, our operating
  margins could be materially reduced. If we underestimate these requirements, we may not be able to provide sufficient service to our existing
  customers or may be required to limit new customer acquisition, both of which may materially and adversely impair our results of operations.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: -0.25in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Similarly,
  we have entered into multi-year contract commitments with our service providers in Iceland and Canada. If we overestimate our capacity
  requirements and therefore secure excess capacity and have excess capital expenditures, our operating margins could be materially reduced.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Certain natural disasters or other external
  events, including climate change or mechanical failures, could harm our business, financial condition, results of operations, cash flows,
  and prospects.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: 17.95pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  may also experience disruptions due to mechanical failure, human error, physical or electronic security breaches, war, terrorism, fire,
  earthquake, pandemics, hurricane, flood and other natural disasters, sabotage and vandalism. Our systems may be susceptible to damage,
  interference, or interruption from modifications or upgrades, power loss, telecommunications failures, computer viruses, ransomware attacks,
  computer denial of service attacks, phishing schemes, or other attempts to harm or access our systems. Such disruptions could materially
  and adversely affect our business and our financial condition, operating results, cash flows, and prospects.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: -0.25in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">In
  addition, there continues to be a lack of consistent climate legislation, which creates economic and regulatory uncertainty for our business.
  With the energy demand of our business, we may become a target for future environmental and energy regulation. New 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. Further, any
  future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to
  such limitations.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: 17.95pt">&nbsp;</P>
  
  <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: justify; text-indent: 0in; background-color: white">Given
  the political significance and uncertainty around the impact of climate change and how it should be addressed, and energy disclosure and
  use regulations, we cannot predict how legislation and regulation will affect our financial condition and results of operations in the
  future in the U.S. as well as in Iceland and Canada. Further, even without such regulation, increased awareness and any adverse publicity
  in the global marketplace about potential impacts on climate change or energy use by us or other companies in our industry could harm
  our reputation. Any of the foregoing could result in a material adverse effect on our business and financial condition.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Establishing data centers in remote areas
  may adversely affect our ability to retain staff and increase our compensation costs. </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; text-indent: 0in">If we establish data centers
  in areas with lower populations such as Iceland or remote parts of Canada, recruiting and retaining the necessary staff to operate our
  locations may pose a challenge. When we encounter a relatively low population, the pool of available employees is limited. In addition,
  some employers have offered significantly higher wages in order to fill vacant positions. This may adversely affect our ability to attract
  and retain qualified personnel and may increase our employee costs if we have to increase the compensation we pay in response to the market.</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><I>Our data centers could be adversely impacted by climate change.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-indent: 17.95pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">Severe weather events, such
  as tornadoes, hurricanes, rain, drought, fire, ice and snowstorms, and high- and low- temperature extremes, occur in regions in which
  we operate and maintain infrastructure. Our principal data centers in Iceland and Canada are designed to provide year-round cool weather
  conditions. Nevertheless, climate change could change the frequency and severity of weather events, which may create physical and financial
  risks to us. Such risks could have an adverse effect on our financial condition, results of operations and cash flows. Increases in severe
  weather conditions or extreme temperatures may cause infrastructure construction projects to be delayed or canceled and limit resources
  available for such projects resulting in decreased revenue or increased project costs. In addition, drought conditions could restrict
  the availability of water supplies or limit the ability to obtain water use permits, inhibiting the ability to conduct operations. To
  date, neither of our data centers in Iceland or Canada have experienced any material impacts to its financial condition, results of operations
  or cash flows due to the physical effects of climate change.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-indent: -0.25in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">The insurance industry may
  be adversely affected by severe weather events, which may impact availability of insurance coverage, insurance premiums and insurance
  policy terms.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: 17.95pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Our failure to accurately predict our facilities&rsquo;
  and data centers&rsquo; requirements could have a material adverse effect on our business, financial condition and results of operations.
  </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; text-indent: 0in">The costs of building out,
  leasing and maintaining our facilities and data centers constitute a significant portion of our capital and operating expenses. In order
  to manage growth and ensure adequate capacity for our new and existing customers while minimizing unnecessary excess capacity costs, we
  continuously evaluate our short- and long-term data center capacity requirements. If we overestimate our business&rsquo; capacity requirements
  or the demand for our services and therefore secure excess data center capacity, our operating margins could be materially reduced. If
  we underestimate our data center capacity requirements, we may not be able to service the required or expanding needs of our existing
  customers and may be required to limit new customer acquisition, which 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; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Even if we have additional space available
  for lease at any one of our data centers, our ability to lease this space to existing or new customers could be constrained by our ability
  to provide sufficient electrical power.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: 17.95pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">As
  current and future customers increase their power footprint in our data centers over time, the corresponding reduction in available power
  could limit our ability to increase occupancy rates or network density within our existing or future data centers. Furthermore, our aggregate
  maximum contractual obligation to provide power and cooling to our customers may exceed the physical capacity at such data centers if
  customers were to quickly increase their demand for power and cooling. If we are not able to increase the available power and/or cooling
  or move the customer to another location within our data centers with sufficient power and cooling to meet such demand, we could lose
  the customer as well as be exposed to liability under our customer agreements. In addition, our power and cooling systems are difficult
  and expensive to upgrade. Accordingly, we may not be able to efficiently upgrade or change these systems to meet new demands without incurring
  significant costs that we may not be able to pass on to our customers. Any such material loss of customers, liability or additional costs
  could adversely affect our business, financial condition and results of operations.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <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"><B><U>Digital Assets Related Risks</U></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>Our operating results have fluctuated due
  to the highly volatile nature of digital assets.</I></B>&nbsp;&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">Due to the highly volatile nature and the prices
  of digital assets, our operating results have, fluctuated from quarter to quarter in accordance with market sentiments and movements in
  the broader digital assets economy. Our operating results fluctuated significantly prior to our introduction of cloud services and HPC
  data centers as a result of a variety of factors, many of which are unpredictable and in certain instances are outside of our control,
  including, but not limited to:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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 STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><P STYLE="margin: 0pt 0">acceptance of digital assets as a result of reputational harm from bankruptcies
  and regulatory proceedings;</P></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">changes in the legislative or regulatory environment, or actions by governments or regulators, including fines, orders, or consent decrees;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&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 STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">regulatory changes that impact our ability to mine various digital assets;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&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 STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><P STYLE="margin: 0pt 0; font: 10pt Times New Roman, Times, Serif">our ability to transition to become a pure-play Ethereum staking and
  treasury company;</P></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%; border-collapse: collapse">
    <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">investments we make in the development of our business as well as technology offered to our industry partners and sales and marketing;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&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 STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">macroeconomic conditions;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&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 STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">adverse legal proceedings or regulatory enforcement actions, judgments, settlements, or other legal proceeding and enforcement-related costs;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&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 STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">increases in operating expenses that we expect to incur to grow and expand our operations and to remain competitive;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&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 STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">breaches of security or privacy;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&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 STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">our ability to attract and retain talent; and</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&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 STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">our ability to compete with our competitors.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As a result of these factors, it is difficult
  for us to forecast growth trends in our digital assets business. In view of the rapidly evolving nature of our business and the digital
  assets industry, period-to-period comparisons of our operating results may not be meaningful, and you should not rely upon them as an
  indication of future performance. Quarterly and annual expenses reflected in our financial statements may be significantly different from
  historical or projected rates. Our operating results in one or more future quarters may fall below the expectations of securities analysts
  and investors. As a result, the trading price of our Ordinary Shares may increase or decrease significantly. See &ldquo;<I>The price of
  digital assets may be affected by the sale of such digital assets by other vehicles investing in digital assets or tracking bitcoin markets</I>.&rdquo;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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; text-align: justify"><B><I>Unfavorable Digital Asset Market Conditions</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The prices of digital assets, including bitcoin,
  have experienced substantial volatility, as described above. During the year 2022, a number of companies in the digital assets industry
  declared bankruptcy, including Core Scientific, Celsius Network, Voyager Digital Ltd., Three Arrows Capital, BlockFi, and FTX Trading
  Ltd. (&ldquo;FTX&rdquo;) and concerning us, Compute North, as described in the following risk factor. Such bankruptcies have contributed,
  at least in part, to further price decreases in bitcoin and other digital assets, a loss of confidence in the participants of the digital
  asset ecosystem and negative publicity surrounding digital assets more broadly. The bankruptcies also led to various SEC and criminal
  enforcement proceedings. All of the foregoing has had a macro decline in the price of securities of digital asset companies, including
  ours.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Other than Compute North, we have not been directly
  impacted by any of the recent bankruptcies in the digital asset space, as we have no contractual privity or relationship to the relevant
  parties. The Company relocated its miners out of Compute North&rsquo;s facilities to those hosted by Blockfusion and Coinmint in New York
  State. However, termination of the Master Agreement with Compute North had an adverse effect on the Company&rsquo;s business and financial
  condition.&nbsp; Such recent events have contributed, at least in part, to our and our peers stock price as well as the price of bitcoin.
  If the liquidity of the digital assets markets continues to be negatively impacted, digital asset prices (including the price of bitcoin)
  may continue to experience significant volatility and confidence in the digital asset markets may be further undermined. A perceived lack
  of stability in the digital asset exchange market and the closure or temporary shutdown of digital asset exchanges due to business failure,
  hackers or malware, government-mandated regulation, or fraud, may reduce confidence in digital asset networks and result in greater volatility
  in digital asset values. Any of these events may adversely affect our operations and results of operations and, consequently, an investment
  in us.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>We may be unable to raise additional capital
  needed to grow our business.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We may need to raise additional capital to expand
  our ETH staking and treasury management operations, pursue our growth strategies and to respond to competitive pressures or working capital
  requirements. While we have an effective $500,000,000 at the market shelf registration statement, we may not be able to obtain additional
  debt or equity financing on favorable terms, which could impair our growth and adversely affect our existing operations. The global economy,
  including credit and financial markets, has experienced extreme volatility and disruptions, including diminished credit availability,
  rising interest and inflation rates, declines in consumer confidence, declines in economic growth, increases in unemployment rates and
  uncertainty about economic stability. Such macroeconomic conditions could also make it more difficult for us to incur additional debt
  or obtain equity financing.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, 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 raise additional equity financing, our shareholders
  may experience significant dilution of their ownership interests, and the per share value of our Ordinary Shares could decline. Furthermore,
  if we engage in debt financing, the holders of debt likely would have priority over the holders of our Ordinary Shares on order of payment
  preference. We may be required to accept terms that restrict or limit our ability to, among other things:</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; text-align: justify">&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">Pay cash dividends to our stockholders, subject to certain limited exceptions;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">Redeem or repurchase our ordinary shares or other equity;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">Incur additional indebtedness;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">Permit liens on assets;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="padding-right: 4pt; text-align: justify"><FONT STYLE="font-size: 10pt">Make certain investments (including through the acquisition of stock, shares, partnership or limited liability company interests, any loan, advance or capital contribution);</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">Sell, lease, license, lend or otherwise convey an interest in a material portion of our assets; and</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">Sell or otherwise issue ordinary shares or other capital stock subject to certain limited exceptions.</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">These restrictions may limit our ability to obtain
  additional financing, withstand downturns in our business or take advantage of business opportunities.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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; 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"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of March 31, 2025, our mining operations in
  the states of Texas, Kentucky and New York in the United States and Iceland are, and any future mining sites we may establish will be,
  subject to a variety of risks relating to physical condition and operation, including, but not limited to:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&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 STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="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%; border-collapse: collapse">
    <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">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%; border-collapse: collapse">
    <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">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%; border-collapse: collapse">
    <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">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">&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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>From time to time, our service providers
  have been unable to supply sufficient electric power for us to operate our miners, which has adversely affected our operations, causing
  us to relocate some or all of our miners to an alternative facility, which may have a less advantageous cost structure and our business
  and results of operations may suffer as a result.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We made a significant capital investment in purchasing
  second-hand miners in order to implement them rapidly to mine bitcoin at prices advantageous to us. Management believes, based on its
  knowledge of the industry, that the hosting agreements provided many advantages as opposed to other alternative arrangements. However,
  we have since been required to deploy or move our miners from their current hosting service providers to other mining facilities, and
  we may be forced to accept less advantageous terms. Further, during relocation to a new mining facility, we will not be able to operate
  our miners and therefore we will not be able to generate revenue.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">From May until September 2022, power was offline
  at the Niagara Falls, New York facility hosted by Blockfusion, due to an explosion and subsequent fire. We have estimated the loss of
  revenue at the Blockfusion site through September 13, 2022 to be approximately $3,200,000. Our methodology is based on the historical
  rate for those impacted miners and the average bitcoin and ETH earned during the above period. Shortly after power was restored, the Company
  and Blockfusion received a notice from the City of Niagara Falls, New York directing Blockfusion to cease and desist its cryptocurrency
  mining activities at Blockfusion&rsquo;s Niagara Falls facility. The loss of power at Blockfusion facilities has had a material adverse
  effect on our operations. We relocated our miners from Blockfusion facilities to Digihost, Soluna and Bitdeer after our service agreement
  with Blockfusion ended in September 2023.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On June 3, 2024, the Company filed suit in Delaware
  Superior Court against Blockfusion, Inc. (&ldquo;Blockfusion&rdquo;) alleging claims for breach of contract, conversion, and related claims
  in connection with, among other things, certain deposits and advances paid to Blockfusion, the return of which is owed to Bit Digital.
  Bit Digital is seeking in excess of $4.3 million. On October 22, 2024, Blockfusion denied the Company&rsquo;s claims and brought reciprocal
  breach of contract and related counterclaims. Blockfusion is seeking at least $158,000 in damages. A bench trial has been scheduled for
  June 29, 2026. The litigation is at an early stage and a reasonably possible range of loss or recovery cannot be estimated.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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; text-align: justify">During the same time, a portion of our miners
  were offline and power has only been partially used at our hosting partner Digihost&rsquo;s facility at North Tonawanda, New York. Based
  on the historical miner model hosted by Digihost, we calculated our loss at Digihost (based on a hash rate of 60 TH/s and power consumption
  of 3000W) to be non-material in 2022. In 2023, we did not operate any miners at the Digihost&rsquo;s North Tonawanda facility.&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">As a result of the bankruptcy filing by Compute
  North on September 22, 2022, as described above, we have experienced service disruptions.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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"><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 digital assets is subject to a variety of factors that are difficult
  to evaluate.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The use of digital assets to, among other things,
  buy and sell goods and services and complete transactions, is part of a new and rapidly evolving industry that employs bitcoin assets
  based upon a computer-generated mathematical and/or cryptographic protocol. Large-scale acceptance of digital assets as a means of payment
  has not, and may never, occur. The growth of this industry in general, and the use of bitcoin, in particular, is subject to a high degree
  of uncertainty, and the slowing or stopping of the development or acceptance of developing protocols may occur unpredictably. The factors
  include, but are not limited to:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&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 STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">continued worldwide growth in the adoption and use of digital assets as a medium to exchange;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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 STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">governmental and quasi-governmental regulation of digital assets and their use, or restrictions on or regulation of access to and operation of the network or similar bitcoin systems;</FONT></TD></TR>
    </TABLE>
  <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 STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">changes in consumer demographics and public tastes and preferences;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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 STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">the maintenance and development of the open-source software protocol of the network;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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 STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">the increased consolidation of contributors to the bitcoin blockchain through mining pools;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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 STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="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>
    </TABLE>
  <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 STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">the use of the networks supporting digital assets for developing smart contracts and distributed applications;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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 STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">general economic conditions and the regulatory environment relating to digital assets; and</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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 STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">negative consumer sentiment and perception of bitcoin specifically and digital assets generally.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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; 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 digital assets we
  mine or otherwise acquire or hold for our own account, which would harm investors in our securities.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</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 cryptocurrency-related activities or that accept digital
  assets as payment, including financial institutions of investors in our securities.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B><I>&nbsp;</I></B></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. This is particularly true as a result of recent bank failures, which were connected to cryptocurrency activities.
  Similarly, a number of companies and individuals or businesses associated with digital assets may have had and may continue to have their
  existing bank accounts closed or services discontinued with financial institutions in response to government action, particularly in China,
  where regulatory response to digital assets has been to exclude their use for ordinary consumer transactions within its jurisdiction.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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 digital assets as a payment system, harm public perception of digital assets and decrease their usefulness.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The usefulness of digital assets as a payment
  system and the public perception of digital assets could be damaged if banks or financial institutions were to close the accounts of businesses
  engaging in bitcoin and/or other bitcoin-related activities. This could occur as a result of compliance risk, cost, government regulation
  or public pressure. The risk applies to securities firms, clearance and settlement firms, national stock and derivatives on commodities
  exchanges, the over-the-counter market, and the Depository Trust Company, which, if any of such entities adopts or implements similar
  policies, rules or regulations, could negatively affect our relationships with financial institutions and impede our ability to convert
  digital assets to fiat currencies. Such factors could have a material adverse effect on our ability to continue as a going concern or
  to pursue our new strategy at all, which could have a material adverse effect on our business, prospects or operations and harm investors.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Although we have developed systems and processes
  designed to protect the data we manage, prevent data loss and other security breaches, effectively respond to known and potential risks,
  and expect to continue to expend significant resources to bolster these protections, there can be no assurance that these security measures
  will provide absolute security or prevent breaches or attacks. We have experienced from time to time, and may experience in the future,
  breaches of our security measures due to human error, malfeasance, insider threats, system errors or vulnerabilities, or other irregularities.
  Unauthorized parties have attempted, and we expect that they will continue to attempt, to gain access to our systems and facilities, as
  well as those of our customers, partners, and third-party service providers, through various means, including hacking, social engineering,
  phishing, and attempting to fraudulently induce individuals (including employees, service providers, and our customers) into disclosing
  usernames, passwords, payment card information, or other sensitive information, which may, in turn, be used to access our information
  technology systems and our digital assets. Threats can come from a variety of sources, including criminal hackers, hacktivists, state-sponsored
  intrusions, industrial espionage, and insiders. Certain threat actors may be supported by significant financial and technological resources,
  making them even more sophisticated and difficult to detect. As a result, our costs and the resources we devote to protecting against
  these advanced threats and their consequences may continue to increase over time.</P>
  
  <P STYLE="font: 10pt Times 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 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"><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 digital assets 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 digital assets due to an adverse software or cybersecurity event. We utilize several layers of threat reduction
  techniques, including: (i)&nbsp;the use of hardware wallets to store sensitive private key information; (ii)&nbsp;performance of transactions
  offline; and (iii)&nbsp;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>
  
  
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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: justify">The Company is evaluating several third-party
  custodian wallet alternatives, but there can be no assurance that such services will be more secure than those the Company presently employs.
  Human error and the constantly evolving state of cybercrime and hacking techniques may render present security protocols and procedures
  ineffective in ways which we cannot predict. If our security procedures and protocols are ineffectual and our digital assets are compromised
  by cybercriminals, we may not have adequate recourse to recover our losses stemming from such compromise and we may lose much of the accumulated
  value of our bitcoin mining activities. This would have a material adverse impact on our business and operations.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</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 digital assets is uncertain.</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">Geopolitical crises may motivate large-scale purchases
  of bitcoin and other digital assets, which could increase the price of bitcoin and other digital assets rapidly. This may increase the
  likelihood of a subsequent price decrease as crisis-driven purchasing behavior dissipates, adversely affecting the value of our inventory
  following such downward adjustment. Such risks are similar to the risks of purchasing commodities in general uncertain times, such as
  the risk of purchasing, holding or selling gold. Alternatively, as an emerging asset class with limited acceptance as a payment system
  or commodity, global crises and general economic downturn may discourage investment in digital assets as investors focus their investment
  on less volatile asset classes as a means of hedging their investment risk.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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, digital assets, which are relatively new, are subject to supply and demand forces. How such supply and
  demand will be impacted by geopolitical events is largely uncertain, but could be harmful to us and investors in our Ordinary Shares.
  Political or economic crises, including recent bank failures, may motivate large-scale acquisitions or sales of digital assets either
  globally or locally. Such events could have a material adverse effect on our ability to continue as a going concern or to pursue our new
  strategy at all, which could have a material adverse effect on our business, prospects or operations and potentially the value of any
  bitcoin or any other digital assets we mine or otherwise acquire or hold for our own account.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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"><B><I>&nbsp;</I></B></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">&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">&nbsp;</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"><B><I>&nbsp;</I></B></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 digital
  asset or to fiat currency. Either the requirement from miners of higher transaction fees in exchange for recording transactions in a blockchain
  or a software upgrade that automatically charges fees for all transactions may decrease demand for bitcoin and prevent the expansion of
  the bitcoin network to retail merchants and commercial businesses, resulting in a reduction in the price of bitcoin that could adversely
  impact an investment in our securities. Decreased use of and demand for bitcoin may adversely affect its value and result in a reduction
  in the price of bitcoin and, consequently, the value of our Ordinary Shares.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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; 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 digital assets, the value of our Ordinary Shares may be adversely affected.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</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 digital
  assets, and blockchain/bitcoin-based assets are susceptible to potential manipulation.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Digital assets that are represented and trade
  on a ledger-based platform may not necessarily benefit from viable trading markets. Stock exchanges have listing requirements and vet
  issuers; requiring them to be subjected to rigorous listing standards and rules and monitor investors transacting on such platform for
  fraud and other improprieties. These conditions may not necessarily be replicated on a distributed ledger platform, depending on the platform&rsquo;s
  controls and other policies. As described above under &ldquo;<I>Unfavorable Digital Asset Market Conditions</I>,&rdquo; recent bankruptcies
  in the digital assets industry involved platforms which were not publicly listed without regulatory supervision. The laxer a distributed
  ledger platform is about vetting issuers of bitcoin assets or users that transact on the platform, the higher the potential risk for fraud
  or the manipulation of the ledger due to a control event. These factors may decrease liquidity or volume or may otherwise increase volatility
  of investment securities or other assets trading on a ledger-based system, which may adversely affect us. Such circumstances could have
  a material adverse effect on our ability to continue as a going concern or to pursue our business strategy at all, which could have a
  material adverse effect on our business, prospects or operations and potentially the value of any bitcoin or other digital assets we mine
  or otherwise acquire or hold for our own account and harm investors.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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 digital assets.</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 digital assets and other potential financial vehicles, including securities backed by or linked to digital assets through entities
  similar to us. Market and financial conditions, and other conditions beyond our control, may make it more attractive to invest in other
  financial vehicles, or to invest in digital assets directly, which could limit the market for our shares and reduce their liquidity. The
  emergence of other financial vehicles and exchange-traded funds have been scrutinized by regulators and such scrutiny and the negative
  impressions or conclusions resulting from such scrutiny could be applicable to us and impact our ability to successfully pursue our business
  strategy or operate at all, or to maintain a public market for our securities. Such circumstances could have a material adverse effect
  on our ability to continue as a going concern or to pursue our business strategy at all, which could have a material adverse effect on
  our business, prospects or operations and potentially the value of any bitcoin or other digital assets we mine or otherwise acquire or
  hold for our own account, and harm investors.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</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"><B><I>&nbsp;</I></B></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 digital assets we mine or otherwise acquire or hold for our own account,
  and harm investors.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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; text-align: justify"><B><I>Our digital assets may be subject to loss,
  theft or restriction on access.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B><I>&nbsp;</I></B></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 digital
  assets, including bitcoin, ETH, liquid staking tokens and/or USD Coin could be lost, stolen or destroyed. Digital assets are stored in
  platforms commonly referred to as &ldquo;wallets&rdquo; by holders of bitcoins which may be accessed to exchange a holder&rsquo;s bitcoin
  assets. Access to our digital assets could also be restricted by cybercrime (such as a denial-of-service attack) against a service at
  which we maintain a hosted hot wallet. We believe that our digital assets will be an appealing target to hackers or malware distributors
  seeking to destroy, damage or steal our digital assets. See Risk Factor &ldquo;<I>Cyberattacks and security breaches of our system, or
  those impacting our third parties, could adversely impact our brand and reputation and our business, operating results, and financial
  condition</I>.&rdquo; A hot wallet refers to any bitcoin wallet that is connected to the Internet. Generally, hot wallets are easier to
  set up and access than wallets in cold storage, but they are also more susceptible to hackers and other technical vulnerabilities. Cold
  storage refers to any bitcoin wallet that is not connected to the Internet. Cold storage is generally more secure from external attack
  than hot storage but is not ideal for quick or regular transactions and we may experience lag time in our ability to respond to market
  fluctuations in the price of our bitcoin assets. Moreover, cold storage may increase the risk of internal theft or malfeasance. We hold
  our digital assets in hot and cold wallets through third party custodians to reduce the risk of external malfeasance, but the risk of
  loss of our bitcoin assets cannot be wholly eliminated. If any of our bitcoin were lost or stolen, it is unlikely that we would ever be
  able to recover such bitcoin.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In addition, the Company participates in the Foundry
  USA Mining Pool (&ldquo;Foundry&rdquo;). Foundry is a mining pool operator which provides the Company with a digital currency mining pool.
  While Foundry does not provide wallet or custodial services, it deposits bitcoin rewards to our custodian wallet addresses. Accordingly,
  the risk of loss or theft of digital assets when Foundry transfers bitcoin rewards in a custodian account is no different than any other
  transfer from one wallet to another.&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">Hackers or malicious actors may launch attacks
  to steal, compromise or secure digital assets, such as by attacking the digital asset network source code, exchange miners, third-party
  platforms, cold and hot storage locations or software, our general computer systems or networks, or by other means. We cannot guarantee
  that we will prevent loss, damage or theft, whether caused intentionally, accidentally or by act of God. Access to our digital assets
  could also be restricted by natural events (such as an earthquake or flood) or human actions (such as a terrorist attack). We may be in
  control and possession of one of the more substantial holdings of digital assets. As we increase in size, we may become a more appealing
  target of hackers, malware, cyber-attacks or other security threats. Any of these events may adversely affect our operations and, consequently,
  our investments and profitability. The loss or destruction of a private key required to access our digital wallets may be irreversible
  and we may be denied access for all time to our digital asset holdings held in those compromised wallets. Our loss of access to our private
  keys or our experience of a data loss relating to our digital wallets could adversely affect our investments and assets.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Digital assets are controllable only by the possessor
  of both the unique public and private keys relating to the local or online digital wallet in which they are held, which wallet&rsquo;s
  public key or address is reflected in the network&rsquo;s public blockchain. We will publish the public key relating to digital wallets
  in use when we verify the receipt of transfers and disseminate such information into the network, but we will need to safeguard the private
  keys relating to such digital wallets. To the extent such private keys are lost, destroyed or otherwise compromised, we will be unable
  to access our bitcoin rewards and such private keys may not be capable of being restored by any network. Any loss of private keys relating
  to digital wallets used to store our digital assets could have a material adverse effect on our ability to continue as a going concern
  or to pursue our business strategy at all, which could have a material adverse effect on our business, prospects or operations and potentially
  the value of any bitcoin or other digital assets we mine or otherwise acquire or hold for our own account.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">It is possible that, through computer or human
  error, theft or criminal action, our digital assets could be transferred in incorrect amounts or to unauthorized third parties or accounts.
  In general, digital asset transactions are irrevocable, and stolen or incorrectly transferred digital assets may be irretrievable, and
  we may have extremely limited or no effective means of recovering such digital assets.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We safeguard and keep private our digital assets,
  including the bitcoin that we mine, by utilizing storage solutions provided by Cactus Custody and Fireblocks, which requires multi-factor
  authentication. While we are confident in the security of our digital assets held by Cactus Custody and Fireblocks, given the broader
  market conditions, there can be no assurance that other digital asset market participants, including Cactus Custody and Fireblocks as
  our custodian, will not ultimately be impacted. We continue to monitor the digital assets industry as a whole, although it is not possible
  at this time to predict all of the risks stemming from these events that may result to us, our service providers, our counterparties,
  and the broader industry as a whole.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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; 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"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Bitcoin transactions are irrevocable and
  stolen or incorrectly transferred digital assets may be irretrievable. As a result, any incorrectly executed or fraudulent bitcoin transactions
  could adversely affect our investments and assets.</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">Bitcoin transactions are not, from an administrative
  perspective, reversible without the consent and active participation of the recipient of the digital assets from the transaction. In theory,
  bitcoin transactions may be reversible with the control or consent of a majority of processing power on the network, however, we do not
  now, nor is it feasible that we could in the future, possess sufficient processing power to affect this reversal. Once a transaction has
  been verified and recorded in a block that is added to a blockchain, an incorrect transfer of a bitcoin or a theft thereof generally will
  not be reversible, and we may not have sufficient recourse to recover our losses from any such transfer or theft. It is possible that,
  through computer or human error, or through theft or criminal action, our bitcoin rewards could be transferred in incorrect amounts or
  to unauthorized third parties, or to uncontrolled accounts. Further, according to the SEC, at this time, there is no specifically enumerated
  U.S. or foreign governmental, regulatory, investigative or prosecutorial authority or mechanism through which to bring an action or complaint
  regarding missing or stolen bitcoin. We are, therefore, presently reliant on existing private investigative entities, such as Chainalysis
  and Kroll, to investigate any potential loss of our bitcoin assets. These third-party service providers rely on data analysis and compliance
  of ISPs with traditional court orders to reveal information such as the IP addresses of any attackers who may have targeted us. To the
  extent that we are unable to recover our losses from such action, error or theft, such events could have a material adverse effect on
  our ability to continue as a going concern or to pursue our business strategy at all, which could have a material adverse effect on our
  business, prospects or operations of and potentially the value of any bitcoin or other digital assets we mine or otherwise acquire or
  hold for our own account.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</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">&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 cyberattack, software
  malfunction or other similar issues, it will negatively impact our ability to mine and receive revenue. Furthermore, we are dependent
  on the accuracy of the mining pool operator&rsquo;s record keeping to accurately record the total processing power provided to the pool
  for a given bitcoin mining application in order to assess the proportion of that total processing power we provided. While we have internal
  methods of tracking both our power provided and the total used by the pool, the mining pool operator uses its own record-keeping to determine
  our proportion of a given reward. We have little means of recourse against the mining pool operator if we determine the proportion of
  the reward paid out to us by the mining pool operator is incorrect, other than leaving the pool. If we are unable to consistently obtain
  accurate proportionate rewards from our mining pool operators, we may experience reduced reward for our efforts, which would have an adverse
  effect on our business and operations.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&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; 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">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Currently, we do not have any insurance to cover
  our digital assets or mining equipment. The market for such insurance is in the early stages and we intend to purchase such insurance
  in the future. One of our digital asset custodians, Cactus Custody, is self-insured for $4 million plus annual additions. Any uninsured
  losses may have an adverse effect on our results of operations and/or financial condition. Fireblocks offers Fireblocks Institutional
  Digital Asset Program which is insured by leading insurance companies which are A.M. Bests rated &ldquo;A&rdquo; (excellent). There is
  an aggregate of $30,000,000 digital asset crime insurance for theft of digital assets, external breach of Fireblocks&rsquo; software or
  any malicious or intentional misbehavior or fraud by employees. Fireblocks has $12,500,000 of aggregate insurance for errors and omissions;
  professional liability insurance and cyber/privacy liability insurance.</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><I>Digital assets face significant scaling
  obstacles that can lead to high fees or slow transaction settlement times.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Digital assets face significant scaling obstacles
  that can lead to high fees or slow transaction settlement times and attempts to increase the volume of transactions may not be effective.
  Scaling digital assets is essential to the widespread acceptance of digital assets as a means of payment, which widespread acceptance
  is necessary to the continued growth and development of our business. Many bitcoin networks face significant scaling challenges. For example,
  digital assets are limited with respect to how many transactions can occur per second. Participants in the bitcoin ecosystem debate potential
  approaches to increasing the average number of transactions per second that the network can handle and have implemented mechanisms or
  are researching ways to increase scale, such as increasing the allowable sizes of blocks, and therefore the number of transactions per
  block, and sharding (a horizontal partition of data in a database or search engine), which would not require every single transaction
  to be included in every single miner&rsquo;s or validator&rsquo;s block. However, there is no guarantee that any of the mechanisms in
  place or being explored for increasing the scale of settlement of bitcoin transactions will be effective, or how long they will take to
  become effective, which could adversely affect an investment in our securities.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>The price of digital assets may be affected
  by the sale of such digital assets by other vehicles investing in digital assets or tracking bitcoin markets.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The global market for digital assets is characterized
  by supply constraints that differ from those present in the markets for commodities or other assets such as gold and silver. The mathematical
  protocols under which certain digital assets are mined permit the creation of a limited, predetermined amount of currency, while others
  have no limit established on total supply. To the extent that other vehicles investing in digital assets or tracking digital assets markets
  form and come to represent a significant proportion of the demand for digital assets, large redemptions of the securities of those vehicles
  and the subsequent sale of digital assets by such vehicles could negatively affect digital asset prices and therefore affect the value
  of the digital asset inventory (i.e., bitcoin and ETH) we hold. The recent introduction of a spot bitcoin exchange traded fund (&ldquo;ETF&rdquo;)
  and the pending approval of an ETH ETF may attract speculative traders who seek short-term gains based on price movements. This increased
  speculative activity could lead to short-term price volatility. 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 digital assets we mine or otherwise acquire or hold for our own account.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&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; 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"><B><I>&nbsp;</I></B></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 digital assets are lower than the
  price of a bitcoin. As our mining facility operates, our miners experience ordinary wear and tear, and may also face more significant
  malfunctions caused by a number of extraneous factors beyond our control. We have purchased second-hand miners from third parties. The
  degradation of our miners requires us to, over time, replace those miners which are no longer functional. Additionally, as the technology
  evolves, we are required to acquire newer models of miners to remain competitive in the market. Reports have been released which indicate
  that miner manufacturers or sellers adjust the prices of their miners according to bitcoin prices, so the cost of new machines is unpredictable
  but could be extremely high. As a result, at times, we may obtain miners and other hardware from third parties at premium prices, to the
  extent they are available. This upgrading process requires substantial capital investment, and we may face challenges. Further, the global
  supply chain for bitcoin miners is presently heavily dependent on China-based manufacturers. In addition, there have been shortages of
  the semiconductors which are key components in miner production. The global reliance on China as a main supplier of bitcoin miners has
  been called into question, particularly in the wake of the COVID-19 pandemic. Should similar outbreaks or other disruptions to the China-based
  global supply chain for bitcoin hardware on the spot market or otherwise occur, we may not be able to obtain adequate replacement parts
  for our existing miners or to obtain additional miners from the manufacturer or third parties on a timely basis. Such events could have
  a material adverse effect on our ability to pursue our business strategy, which could have a material adverse effect on our business and
  the value of our Ordinary Shares.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>The bitcoin we mine is subject to halving;
  the bitcoin reward for successfully uncovering a block will halve several times in the future and bitcoin&rsquo;s value may not adjust
  to compensate us for the reduction in the rewards we receive from our mining efforts.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B><I>&nbsp;</I></B></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 digital assets using a proof-of-work consensus algorithm. At a predetermined block, the mining
  reward is cut in half, hence the term &ldquo;halving.&rdquo; For bitcoin, the reward was initially set at 50 bitcoin currency rewards
  per block and this was cut in half to 25 on November 28, 2012 at block 210,000 and again to 12.5 on July 9, 2016 at block 420,000. The
  next halving for bitcoin occurred in May 2020 at block 630,000 when the reward was reduced to 6.25. This reward rate was halved during
  April 2024 to 3.125 bitcoin per new block and will continue to halve at approximately four-year intervals until all potential 21 million
  bitcoin have been mined. If the award of bitcoin rewards for solving blocks and transaction fees are not sufficiently high, we may not
  have an adequate incentive to continue mining and may cease our mining operations. Halving may result in a reduction in the aggregate
  hash rate of the bitcoin network as the incentive for miners decreases. Miners ceasing operations would reduce the collective processing
  power on the network, which would adversely affect the confirmation process for transactions (i.e., temporarily decreasing the speed at
  which blocks are added to a blockchain until the next scheduled adjustment in difficulty for block solutions) and make bitcoin networks
  more vulnerable to a malicious actor or botnet obtaining control in excess of 50% of the processing power active on a blockchain, potentially
  permitting such actor or botnet to manipulate a blockchain in a manner that adversely affects the network and our activities. A reduction
  in confidence in the confirmation process or processing power of the network could result and be irreversible. Such events could have
  a material adverse effect on our ability to continue to pursue our business strategy at all, which could have a material adverse effect
  on our business, prospects or operations and potentially the value of any bitcoin or other digital assets we mine, whether now or in the
  future, or otherwise acquire or hold for our own account. While bitcoin prices have had a history of price fluctuations around the halving
  of its bitcoin rewards, there is no guarantee that the price change will be favorable or would compensate for the reduction in mining
  reward. If a corresponding and proportionate increase in the trading price of bitcoin does not follow these anticipated halving events,
  the revenue we earn from our mining operations would see a corresponding decrease, which would have a material adverse effect on our business
  and operations.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B><I>The impact of social media and influencers on the price for digital
  assets is uncertain.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>&nbsp;</I></B></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 X (formerly 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">&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; 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"><B><I>&nbsp;</I></B></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 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">&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 digital assets, industry standards would dictate that we would be expected to hold an equivalent amount of the
  old and new assets following the fork. However, we may not be able, or it may not be practical, to secure or realize the economic benefit
  of the new asset for various reasons. For instance, we may determine that there is no safe or practical way to custody the new asset,
  that trying to do so may pose an unacceptable risk to our holdings in the old asset, or that the costs of taking possession and/or maintaining
  ownership of the new bitcoin exceed the benefits of owning the new bitcoin. Additionally, laws, regulation or other factors may prevent
  us from benefitting from the new asset even if there is a safe and practical way to custody and secure the new asset.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</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"><B><I>&nbsp;</I></B></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 (or PoW). Proof-of-stake (or PoS) is an alternative
  method in validating digital asset transactions, such as Ethereum. The shift from a proof-of-work validation method to a PoS method, mining
  requires less energy and may render any company that maintains advantages in the current climate (for example, from lower priced electricity,
  processing, real estate, or hosting) less competitive. We, as a result of our efforts to optimize and improve the efficiency of our bitcoin
  mining operations, may be exposed to the risk in the future of losing the benefit of our capital investments and the competitive advantage
  we hope to gain from this as a result, and may be negatively impacted by a switch to proof-of-stake validation. This may additionally
  have an impact on other various investments of ours. Such events could have a material adverse effect on our ability to continue as a
  going concern or to pursue our business strategy at all, which could have a material adverse effect on our business, prospects or operations
  and potentially the value of any bitcoin or other digital assets we mine or otherwise acquire or hold for our own account<B>.</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>&nbsp;</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 digital assets.</I></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">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>
  
  
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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">&nbsp;&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">&nbsp;</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, or 33% or more share of the Ethereum Validators, such actor or botnet could
  manipulate blockchains to adversely affect us, which would adversely affect an investment in us or our ability to operate.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&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, or the ability to valuate Ethereum transactions, it may be able to alter blockchains on which transactions
  of bitcoin or 33% or more of ETH reside and rely by constructing fraudulent blocks or preventing certain transactions from completing
  in a timely manner, or at all. The malicious actor or botnet could control, exclude or modify the ordering of transactions, though it
  is believed that it could not generate new units or transactions using such control. The malicious actor could &ldquo;double-spend&rdquo;
  its own digital asset (i.e., spend the same digital asset in more than one transaction) and prevent the confirmation of other users&rsquo;
  transactions for as long as it maintained control. To the extent that such malicious actor or botnet yields its control of the processing
  power on the network or the bitcoin and/or Ethereum communities do not reject the fraudulent blocks as malicious, reversing any changes
  made to blockchains may not be possible. The foregoing description is not the only means by which the entirety of blockchains or digital
  assets may be compromised but is only an example.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-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 bitcoin network, it is believed
  that certain mining pools may have exceeded the 50% threshold in bitcoin. The possible crossing of the 50% threshold for bitcoin or 33%
  for Ethereum indicates a greater risk that a single mining pool could exert authority over the validation of digital asset transactions.
  To the extent that the digital asset ecosystem, and the administrators of mining pools, do not act to ensure greater decentralization
  of digital asset mining processing power, the feasibility of a malicious actor obtaining control of the processing power will increase
  because the botnet or malicious actor could compromise more than the threshold and thereby gain control of the blockchain, whereas if
  the blockchain remains decentralized it is inherently more difficult for the botnet of malicious actor to aggregate enough processing
  power to gain control of the blockchain, which may adversely affect an investment in our Ordinary Shares. Such lack of controls and responses
  to such circumstances could have a material adverse effect on our ability to continue as a going concern or to pursue our new strategy
  at all, which could have a material adverse effect on our business, prospects or operations and potentially the value of any bitcoin or
  other digital assets we mine or otherwise acquire or hold for our own account, and harm investors.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</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"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The operation of a bitcoin or other digital asset
  mine can require massive amounts of electrical power. Further, our mining operations can only be successful and ultimately profitable
  if the costs, including electrical power costs, associated with mining a bitcoin are lower than the price of a bitcoin. As a result, any
  mine we establish can only be successful if we can obtain sufficient electrical power for that mine on a cost-effective basis, and our
  establishment of new mines requires us to find locations where that is the case. There may be significant competition for suitable mine
  locations, and government regulators may potentially restrict the ability of electricity suppliers to provide electricity to mining operations
  in times of electricity shortage or may otherwise potentially restrict or prohibit the provision or electricity to mining operations.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&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; text-align: center"></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.</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><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"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Competitive conditions within the digital asset
  industry require that we use sophisticated technology in the operation of our business. The industry for blockchain technology is characterized
  by rapid technological changes, new product introductions, enhancements and evolving industry standards. New technologies, techniques
  or products could emerge that might offer better performance than the software and other technologies we currently utilize, and we may
  have to manage transitions to these new technologies to remain competitive. We may not be successful, generally or relative to our competitors
  in the digital asset industry, in timely implementing new technology into our systems, or doing so in a cost-effective manner. During
  the course of implementing any such new technology into our operations, we may experience system interruptions and failures during such
  implementation. Furthermore, there can be no assurances that we will recognize, in a timely manner or at all, the benefits that we may
  expect as a result of our implementing new technology into our operations. As a result, our business and operations may suffer, and there
  may be adverse effects on the price of our Ordinary Shares.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>The value of stable coins that we hold may
  be subject to volatility and risk of loss </I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of March 31, 2025, we held approximately $1.036
  million in USD Coin, a stablecoin issued by Circle Internet Financial Public Limited Company (&ldquo;Circle&rdquo;) that is backed by
  dollar denominated assets held by the issuer in segregated accounts with U.S. regulated financial institutions. Stablecoins such as USD
  Coin are usually backed by the U.S. Dollar and other short-dated U.S. government obligations, and are usually pegged to the U.S. dollar.
  On March 9, 2023, as a result of the closure of Silicon Valley Bank (&ldquo;SVB&rdquo;), Circle announced that $3.3 billion of its roughly
  $40 billion USD Coin reserves were held at SVB. As a result, Circle depegged the USD Coin from its $1.00 peg, trading as low as $0.87.
  In January 2024, Coindesk reported that Circle&rsquo;s USDC dollar-pegged stablecoin fell to as low at $0.74 on three separate occasions
  following a marketwide sell-off spurred by a report casting doubt over whether a spot bitcoin ETF will be approved. Such a risk may result
  in the sell-off of USD Coin and volatility as to the value of stablecoins, which would expose us to risk of potential loss and could have
  a material adverse effect on our ability to raise new funding and on our business, financial condition, and results of operations and
  prospects.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Ethereum Risk Factors</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"><B><I>Risks Associated with Staking on Ethereum
  2.0</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In connection with the transition of the Ethereum
  network from PoW to PoS, which occurred on September 15, 2022, when the Ethereum Mainnet merged with the PoS Beacon Chain (the &ldquo;Merge&rdquo;),
  the Company is deploying Ethereum (ETH) to the beacon chain with a view to earning an ETH-denominated return thereon. On April 12, 2023,
  Ethereum&rsquo;s Shanghai hard fork, also referred to as &ldquo;Shapella,&rdquo; has been finalized, enabling withdrawals for users who
  have &ldquo;staked&rdquo; their ETH to secure and validate transactions on the blockchain.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In addition, by running a validator node, the
  Company will be exposed to the risk of loss of its staked digital assets if it equivocates or fails to operate the node in accordance
  with applicable protocol rules, as the Company&rsquo;s digital assets may be &ldquo;slashed&rdquo; or inactivity penalties may be applied
  if the validator node &ldquo;double signs&rdquo; or is offline for a prescribed period of time. Disputes on a liquid staking provider
  may lead to the value of staking assets diverging from ETH or failure to exit the liquid staking position. The Company intends to mitigate
  this risk by utilizing experienced service providers such as Figment for native staking and by carefully monitoring the staking activities
  performed by the Company in reliance on such services.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>&nbsp;</B></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: justify"><B><I>Risks under the Federal securities laws
  associated with Staking</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Merge and the switch from PoW to PoS did not
  change our characterization of ETH as a digital asset. We intend to hold our staked ETH for our own account. In the event we exchange
  ETH for other digital assets (such as liquid staking tokens) which may be deemed to be securities, it would be for our own account. In
  all instances, we will perform a risk-based analysis to evaluate whether the digital asset may be deemed to be a &ldquo;security&rdquo;
  under the Federal securities laws prior to mining the digital asset. We do not believe if we hold for our own account a particular digital
  asset which may be deemed to be a security, it will be a risk to our business operations. Nevertheless, we will continue to implement
  a compliance infrastructure to ensure full compliance with the federal securities laws. In the event our staking program is found to not
  be in compliance with the federal securities laws, we could face legal or regulatory consequences. We would also need to undertake a regulatory
  review to ensure compliance with the Federal securities laws if and when we decide to offer staking-as-a-service for value to individuals.
  The Company would need to install a fully compliant organic infrastructure or hire third-party contractors.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Speculative and Volatile Nature of ETH</I></B>&nbsp;&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">To date, the Company has deployed a portion of
  the capital it has raised into ETH. The price of ETH is subject to significant volatility. In addition, there is no guarantee that the
  Company will be able to sell its ETH at prices quoted on various cryptocurrency trading platforms or at all if it determines to do so.
  The supply of ETH is currently controlled by the source code of the Ethereum platform, and there is a risk that the developers of the
  code and the participants in the Ethereum network could develop and/or adopt new versions of the Ethereum software that significantly
  increase the supply of ETH in circulation, negatively impacting the trading price of ETH. Any significant decrease in the price of ETH
  may materially and adversely affect the value of the Company&rsquo;s securities and, in turn, the Company&rsquo;s business and financial
  condition.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The ETH markets are sensitive to new developments,
  and since volumes are still maturing, any significant changes in market sentiment (by way of sensationalism in the media or otherwise)
  can induce large swings in volume and subsequent price changes. Such volatility can adversely affect the business and financial condition
  of the Company.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Momentum pricing typically is associated with
  growth stocks and other assets whose valuation, as determined by the public, accounts for anticipated future appreciation in value. The
  Company believes that momentum pricing of ETH has resulted, and may continue to result, in speculation regarding future appreciation in
  the value of ETH, inflating and making more volatile the value of ETH. As a result, ETH may be more likely to fluctuate in value due to
  changing investor confidence in future appreciation, which could adversely affect the business and financial condition of the Company.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Underlying Value Risk</I></B></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">ETH represents a relatively new form of digital
  value that is still being digested by society. Its underlying value is driven by its utility as a store of value, means of exchange, and
  unit of account, and notably, the demand for ETH within various use cases of the Ethereum network. Just as oil is priced by the supply
  and demand of global markets, as a function of its utility to, for instance, power machines and create plastics, so too is ETH priced
  by the supply and demand of global markets for its own utility within Ethereum&rsquo;s use cases. There is a risk if we are working through
  a staking pool to valuate ETH investors. We rely upon a pool operator to run the validator. There is a counterparty risk that the party
  with which we trust our assets may not uphold their side of the deal and fees or penalties may be assessed to the pool. These fees are
  typically assessed if the pool operator has downtime or dishonest actions. Finally, blockchains are new technologies and there is always
  an outside risk of a catastrophic chain failure that could put locked or staked funds at risk. The speculative and volatile nature of
  ETH and blockchain may materially and adversely affect the value of the Company&rsquo;s securities.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The staked ETH is subject to the volatility risks
  set forth under &ldquo;<I>Speculative and Volatile Nature of ETH</I>&rdquo; and the risks related to hacking set forth above under &ldquo;Cyberattacks
  and security breaches of our system, or those impacting our third parties, could adversely impact our brand and reputation and our business,
  operating results, and financial condition&rdquo; that could result in a loss of staked ETH.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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; text-align: justify">The risks involved with liquid staking differ
  from direct staking. Liquid staking allows participants, including the Company, to maintain the liquidity of their digital assets while
  still earning staking rewards. However, it is subject to the following consequence risks apart from direct staking:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px; font-size: 10pt"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="font-size: 10pt; text-align: justify"><FONT STYLE="font-size: 10pt">Liquid staking requires a certain level of technical expertise to manage the staking process effectively. This can be a barrier for some investors, particularly those who are new to the world of digital asset investing.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&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: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px; 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 price of the staked derivative may decrease from its original price. This may happen because the new token has a lower market price.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&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: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px; font-size: 10pt"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="font-size: 10pt; text-align: justify"><FONT STYLE="font-size: 10pt">In we lose our liquid token, we will also lose our staked token. This can result from bad trades, rebalancing losses when farming in liquidity pools, and liquidations at lending protocols.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&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: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px; font-size: 10pt"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="font-size: 10pt; text-align: justify"><FONT STYLE="font-size: 10pt">Token holders will likely choose to stake their tokens on liquid staking protocols. As a result, the balance of validator shares taking part in the network may be disrupted, giving room for undue control from more powerful validators.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Development of the Ethereum Platform</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Ethereum platform is an open-source project
  being developed by a network of software developers, including Vitalik Buterin, a founder of Ethereum. Mr. Buterin or another key participant
  within the core development group could cease to be involved with the Ethereum platform. Factions could form within the Ethereum community,
  resulting in different and competing versions of Ethereum being adopted by network participants. Furthermore, network participants running
  the Ethereum software may choose not to update their versions of the software, resulting in different versions of the Ethereum software
  running on the network. Any of the foregoing developments could have a significant negative impact on the viability and overall health
  of the Ethereum platform, the value of ETH and the Company&rsquo;s business model and assets.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The beacon chain (the PoS successor to the Ethereum
  PoW chain) launched in December 2020 and the &ldquo;merging&rdquo; of the Ethereum PoW chain into Ethereum 2.0 occurred on September 15,
  2022. In addition, Ethereum&rsquo;s Shanghai hard fork, also referred to as &ldquo;Shapella,&rdquo; has been finalized on April 12, 2023,
  enabling withdrawals for users who have &ldquo;staked&rdquo; their ETH to secure and validate transactions on the blockchain. Although
  management believes that these changes to the Ethereum platform will positively impact its potential for mainstream adoption, no assurance
  can be given that such impact will materialize. If the Company cannot successfully anticipate and react to the impacts of this shift,
  its business and results of operations may be adversely affected. &nbsp;&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Uncertainty Regarding the Growth of Blockchain
  and Web 3 Technologies</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The further development and use of blockchain,
  Web 3 technologies and digital assets are subject to a variety of factors that are difficult to evaluate and predict, many of which are
  beyond the Company&rsquo;s control. The slowing or stopping of the development or acceptance of blockchain networks, specifically Ethereum,
  and blockchain assets would be expected to have a material adverse effect on the Company. Furthermore, blockchain and Web 3 technologies,
  including Ethereum, may never be implemented to a scale that provides identifiable economic benefit to blockchain-based businesses, including
  the Company.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Ethereum network and ETH as digital asset
  have a limited history. Due to this short history, it is not clear how all elements of ETH will unfold over time, specifically with regard
  to governance between miners, developers and users, as well as the long-term security model as the rate of inflation of ETH decreases.
  Since the ETH community has successfully navigated a considerable number of technical and political challenges since its inception, the
  Company believes that it will continue to engineer its way around future challenges. The history of open-source software development would
  indicate that vibrant communities are able to change the software under development at a pace sufficient to stay relevant. The continuation
  of such vibrant communities is not guaranteed, and insufficient software development or any other unforeseen challenges that the community
  is not able to navigate could have an adverse impact on the business of the Company.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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"></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Potential Decrease in Global Demand for
  ETH</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As a currency, ETH must serve as a means of exchange,
  store of value, and unit of account. Many people using ETH as money-over-internet-protocol (MoIP) do so with it as an international means
  of exchange. Speculators and investors using ETH as a store of value then layer on top of means of exchange users, creating further demand.
  If consumers stop using ETH as a means of exchange, or its adoption therein slows, then ETH&rsquo;s price may suffer, adversely affecting
  the Company.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Investors should be aware that there is no assurance
  that ETH will maintain its long-term value in terms of purchasing power in the future or that the acceptance of ETH for payments by mainstream
  retail merchants and commercial businesses will continue to grow. As relatively new products and technologies, ETH and the Ethereum network
  have yet to become generally accepted as a means of payment for goods and services by major retail and commercial outlets, and use of
  ETH by consumers to pay such retail and commercial outlets remains limited. Banks and other established financial institutions may refuse
  to process funds for Ethereum network-based transactions, process wire transfers to or from digital asset trading platforms, Ethereum-related
  companies or service providers, or maintain accounts for persons or entities transacting in ETH. Conversely, a significant portion of
  ETH demand is generated by speculators and investors seeking to profit from the short or long-term holding of ETH. The Company believes
  that, like any commodity, ETH will fluctuate in value, but over time will gain a level of acceptance as a store of value, medium of exchange
  or token of utility.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Smart Contract Risk</I></B></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">The Ethereum network is based upon the development
  and deployment of smart contracts, which are self-executing contracts with the terms of the agreement written into software code. There
  are thousands of smart contracts currently running on Ethereum network. Like any software code, smart contracts are exposed to risk that
  the code contains a bug or other security vulnerability, which can lead to loss of assets that are held on or transacted through the contract.
  The smart contract deployed on Ethereum and, as such, may contain a bug or other vulnerability that may lead to the loss of digital assets
  held in the wallet. The Ethereum developer community audits widely used smart contracts frequently and publishes the results of such audits
  on public forums. The Company currently relies on MarsLand for its native staking and Liquid Collective for its liquid staking solution.
  The smart contract code via MarsLand was audited by CertiK. The smart contract code via Liquid Collective was audited by Halborn and Spearbit.
  Nevertheless, there is no guaranty against a bug or other vulnerability leading to a loss of digital assets.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Risks Associated with the Ethereum Network</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>Dependence on Ethereum Network Developers</I></B></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">While many contributors to the Ethereum network&rsquo;s
  open-source software are employed by companies in the industry, most of them are not directly compensated for helping to maintain the
  protocol. As a result, there are no contracts or guarantees that they will continue to contribute to the Ethereum network&rsquo;s software
  (https://github.com/ether and https://github.com/orgs/ether/people).&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Issues with the Cryptography Underlying
  the Ethereum Network</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Although the Ethereum network is one of the world&rsquo;s
  most established digital asset networks, the Ethereum network and other cryptographic and algorithmic protocols governing the issuance
  of digital assets represent a new and rapidly evolving industry that is subject to a variety of factors that are difficult to evaluate.
  In the past, flaws in the source code for digital assets have been exposed and exploited, including flaws that disabled some functionality
  for users, exposed users&rsquo; personal information and/or resulted in the theft of users&rsquo; digital assets. The cryptography underlying
  ETH could prove to be flawed or ineffective, or developments in mathematics and/or technology, including advances in digital computing,
  algebraic geometry and quantum computing, could result in such cryptography becoming ineffective. In any of these circumstances, a malicious
  actor may be able to take the ETH held by the Company. Moreover, functionality of the Ethereum network may be negatively affected such
  that it is no longer attractive to users, thereby dampening demand for ETH. Even if digital assets other than ETH were affected by similar
  circumstances, any reduction in confidence in the source code or cryptography underlying digital assets generally could negatively affect
  the demand for digital assets and therefore adversely affect the business of the Company.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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; text-align: justify"><B><I>Disputes on the Development of the Ethereum
  Network may lead to Delays in the Development of the Network</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">There can be disputes between contributors on
  the best paths forward in building and maintaining the Ethereum network&rsquo;s software. Furthermore, the stakers supporting the network
  and other developers and users of the network can disagree with the contributors as well, creating greater debate. Therefore, the Ethereum
  community often iterates slowly upon contentious protocol issues, which many perceive as prudently conservative, while others worry that
  it inhibits innovation. It will be important for the community to continue to develop at a pace that meets the demand for transacting
  in ETH, otherwise users may become frustrated and lose faith in the network. As a decentralized network, strong consensus and unity is
  particularly important to respond to potential growth and scalability challenges.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>The Ethereum Blockchain may Temporarily
  or Permanently Fork and/or Split</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Ethereum network&rsquo;s software and protocol
  are open source. When a modification is released by the developers and a substantial majority of participants consent to the modification,
  the change is implemented and the Ethereum network continues uninterrupted. However, if a change were activated with less than a substantial
  majority consenting to the proposed modification, and the modification is not compatible with the software prior to its modification,
  the consequence would be what is known as a &ldquo;hard fork&rdquo; (i.e., a split) of the Ethereum network (and the blockchain). One
  blockchain would be maintained by the pre-modification software and the other by the post-modification software. The effect is that both
  blockchain algorithms would be running parallel to one another, but each would be building an independent blockchain with independent
  native assets.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">A hard fork could present problems such as two
  copies of a token for the same non-fungible tokens (NFTs). &nbsp;It could also present a problem for a customer having to choose to provide
  services with respect to digital assets resulting from a fork. In addition, digital asset loan agreements often dictate when and how each
  of the lender or the borrower of a digital asset pledging a certain digital asset gets the benefit of forked coins in the event of a hard
  fork. Similarly, derivative counterparties using ISDA-based contractual documentation may be subject to hard fork-related termination
  events.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Although forks are likely to be addressed by a
  community-led effort to merge the two groups, such a fork could still adversely affect ETH&rsquo;s viability.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Risk if a Person Gains a 33% or More Share
  of the Ethereum Validators</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">According to Ethereum.org, the likelihood of successful
  attacks on the Ethereum network increases as the proportion of staked ETH controlled by the attacker increases. If an attacker controls
  33% or more of the total stake, they can prevent the chain from finalizing by having 33% or more of the staked ETH maliciously attesting
  or failing to attest. If an attacker controls about 50% of the total stake, they could theoretically split the chain into two equally
  sized forks and then simply use their entire 50.1% stake to vote contrarily to the honest validator set, thereby maintaining the two forks
  and preventing finality. If an attacker controls 66% or more of the total stake, they simply vote for their preferred fork and then finalize
  it, simply because they can vote with a dishonest supermajority.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Dependence on the Internet</I></B></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">ETH stakers relay transactions to one another
  via the Internet, and when blocks are mined, they are also forwarded via the Internet. Users and developers access Ethereum via the Internet.
  Thus, the Ethereum network is dependent upon the continued functioning of the Internet.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Attacks on the Ethereum Network</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Ethereum network is periodically subject to
  distributed denial of service attacks to clog the list of transactions being tabulated by miners, which can slow the confirmation of authentic
  transactions. Another avenue of attack would be if a large number of miners were taken offline then it could take some time before the
  difficulty of the mining process algorithmically adjusts, which would stall block creation time and therefore transaction confirmation
  time. Thus far these scenarios have not plagued the network for long or in a systemic manner. This risk is expected to be substantially
  mitigated on Ethereum 2.0, as the PoS method of validating transactions was expected to improve the speed and efficiency of the network.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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; text-align: justify"><B><I>Decrease in Block Reward or Yield</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In the event of a material decrease in the block
  reward to the Ethereum network, stakers may cease to provide their staked ETH to the consensus mechanism for the Ethereum network blockchain.
  This risk was expected to be mitigated in part on Ethereum 2.0, as the rewards earned by stakers of ETH will proportionately decline as
  more stakers participate in the network. Conversely, if some stakers decide to stop participating because the yield is too low, remaining
  stakers will enjoy a higher yield. Consequently, Ethereum 2.0 is expected to attract a sufficient number of stakers and validators to
  keep the network running efficiently.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Competitors to ETH and the Ethereum Network</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Currently, ETH is the second largest digital asset
  by market capitalization, with Coingecko citing more than 5,000 alternative digital assets. To the extent a competitor to ETH gains popularity
  and greater market share, the use and price of ETH could be negatively impacted, which may adversely affect the investments of the Company.
  Similarly, the price of ETH could be negatively impacted by competition from incumbents in the credit card and payments industries or
  from other developing blockchain protocols.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Financial Institutions may Refuse to Support
  Transactions Involving ETH</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In the uncertain regulatory climate for digital
  assets, including ETH, regulated financial institutions may refuse to support transactions involving digital assets, including the receipt
  of cash proceeds from sales of digital asset. Should this occur, the Company&rsquo;s business, prospects, financial condition, results
  of operations or cash flows could be materially adversely affected.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B><U>Risks Related to the Geopolitical Uncertainty</U></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>
  
  <P STYLE="text-align: justify; font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B><I>Changes in tariffs or import restrictions could have a material
  adverse effect on our business, financial condition and results of operations. </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; text-indent: 0in">The U.S. government has adopted
  new approaches to trade policy and in some cases, may renegotiate, or potentially terminate, certain existing bilateral or multi-lateral
  trade agreements. The U.S. government has also imposed tariffs on certain foreign goods and has raised the possibility of imposing significant,
  additional tariff increases or expanding the tariffs to capture other countries and types of foreign goods. Because WhiteFiber is developing
  data centers in Canada and the United States, the imposition of tariffs on imports between these countries could materially impact the
  cost, timeline, and feasibility of our projects. Tariffs imposed by the U.S. on imports from Mexico and Canada, as well as reciprocal
  tariffs imposed by Canada on U.S. goods, could increase WhiteFiber&rsquo;s costs for key construction materials, specialized equipment,
  and labor, potentially delaying deployments and reducing profitability.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, 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: 0in">Data center construction relies
  heavily on steel, aluminum, electrical components and HVAC systems, some of which the Company is sourcing from Mexico and Canada. The
  tariffs the U.S. has imposed on Canadian steel and aluminum imports, are expected to increase the cost of WhiteFiber&rsquo;s potential
  projects in the U.S. Similarly, if Canada imposes reciprocal tariffs on U.S. exports, WhiteFiber&rsquo;s projects in Canada could see
  cost increases for imported power infrastructure, networking hardware, and construction equipment.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">Additionally, several transformers,
  battery storage systems, and cooling systems&nbsp;used in our North American data centers are manufactured in or pass through Mexico.
  If the U.S. imposes new or additional tariffs on Mexican-manufactured electrical equipment, this could create supply chain bottlenecks
  and increase capital expenditures for both U.S. and Canadian facilities. Likewise, trade restrictions on Canadian-manufactured networking
  equipment or semiconductors would disrupt supply availability for our potential projects in the U.S.</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">Tariffs and trade tensions
  between the U.S., Mexico, and Canada could also indirectly impact the availability and cost of skilled labor. Many specialized contractors&nbsp;for
  data center construction, electrical work, and mechanical systems operate across borders. Increased trade friction could reduce labor
  mobility, increase wages, or limit access to essential expertise, slowing project execution.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in"></P>
  
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  <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">Such higher costs for critical
  data center components, potential disruptions to equipment supply chains and labor and cross-border workforce challenges could have material
  adverse effects 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; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">Additionally, if tariffs increase
  the cost of building and operating data centers in the U.S. and Canada, our customers, hyperscalers and cloud providers, may shift expansion
  plans to more cost-effective regions, such as Europe or Asia. This could negatively impact [short-term and] long-term demand for WhiteFiber&rsquo;s
  colocation and infrastructure services.</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">Finally, in response to&nbsp;tariffs,
  other countries have implemented retaliatory&nbsp;tariffs&nbsp;on U.S. goods. Political tensions as a result of trade policies could reduce
  trade volume, investment, technological exchange, and other economic activities between major international economies, resulting in a
  material adverse effect on global economic conditions and the stability of global financial markets, which could in turn have a material
  adverse impact on our business, financial condition&nbsp; 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>Uncertainty in the global economy and instability
  within international relations, including changes in governmental policies relating to technology, and any potential downturn in the semiconductor
  and electronics industries, may negatively impact our business</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; text-indent: 0in">There is inherent risk, based
  on the complex relationships between certain countries and within regions, that political, diplomatic or military events could result
  in trade disruptions and other disruptions in the markets and industries we serve and our supply chain. For example, the ongoing geopolitical
  and economic uncertainty between the U.S. and China, the unknown impact of current and future U.S. and Chinese trade regulations, and
  geopolitical risks between the U.S, Canada, where our data centers are located, between the U.S. and Mexico, where certain components
  are supplied, or between China and Taiwan where chips are manufactured, could, directly or indirectly, materially harm our business, financial
  condition and results of operations.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">While overall semiconductor
  supply conditions have improved, we continue to monitor potential availability constraints for high-performance GPUs and related hardware,
  which may affect the timing of future deployments in our cloud services business.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">Furthermore, political or
  economic conflicts between various global actors, and responsive measures that have been taken and could be taken in the future, have
  created and can further create significant global economic uncertainty that could prolong or expand such conflicts, which could have a
  lasting impact on regional and global economies and harm our business and operating results.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Increased scrutiny and changing expectations
  from stakeholders with respect to our environmental, social, and governance (&ldquo;ESG&rdquo;) practices and the impacts of climate change
  may result in additional costs or risks.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: 17.95pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Companies
  across many industries are facing increasing scrutiny related to their ESG practices. Investor advocacy groups, certain institutional
  investors, investment funds and other influential investors are also increasingly focused on ESG practices and in recent years have placed
  increasing importance on the non-financial impacts of their investments. Furthermore, increased public awareness and concern regarding
  environmental risks, including global climate change, has resulted and may continue to result in increased public scrutiny of our business
  and our industry, and our management team may divert significant time and energy away from our operations and towards responding to such
  scrutiny and reassuring our employees.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: 17.95pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">However,
  WhiteFiber is committed to continuously embrace the sustainability of our HPC infrastructure with the majority of the GPUs running on
  carbon-free renewable energy. The SEC has proposed rule changes that would require companies to include certain climate-related disclosures
  such as climate-related risks that are reasonably likely to have a material impact on business, results of operations, or financial conditions.
  Should such proposed rules be adopted, increased public scrutiny of our business may affect our operations, competitive position, and
  financial condition.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: 17.95pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">In
  addition, the physical risks of climate change may impact the availability and cost of materials and natural resources, sources and supply
  of energy, could increase our insurance and other operating costs, including, potentially, to repair damage incurred as a result of extreme
  weather events or to renovate or retrofit facilities to better withstand extreme weather events. If environmental laws or regulations
  or industry standards in the U.S., Iceland or Canada are either changed or adopted and impose significant operational restrictions and
  compliance requirements on our operations, or if our operations are disrupted due to the physical impacts of climate change, our business,
  capital expenditures, results of operations, financial condition and competitive position could be negatively impacted.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: 17.95pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>We may depend upon outside advisors who
  may not be available on reasonable terms as needed.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">To
  supplement the business experience of our officers and directors, we employ technical experts, appraisers, attorneys, or other consultants
  or advisors. Our management, with our board of directors&rsquo; approval in certain cases, without any input from shareholders will make
  the selection of any such advisors. Furthermore, it is anticipated that such persons may be engaged on an &ldquo;as needed&rdquo; basis
  without a continuing fiduciary or other obligation to us. In the event we consider it necessary to hire outside advisors, we may elect
  to hire persons who are affiliates, if they are able to provide the required services.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>The nature of our business requires the
  application of complex financial accounting rules, and there is limited guidance from accounting standard setting bodies. If financial
  accounting standards undergo significant changes, our operating results could be adversely affected.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  accounting rules and regulations that we must comply with are complex and subject to interpretation by the Financial Accounting Standards
  Board (&ldquo;FASB&rdquo;), the SEC, and various bodies formed to promulgate and interpret appropriate accounting principles. A change
  in these principles or interpretations could have a significant effect on our reported financial results, and may even affect the reporting
  of transactions completed before the announcement or effectiveness of a change. Recent actions and public comments from the FASB and the
  SEC have focused on the integrity of financial reporting and internal controls. In addition, many companies&rsquo; accounting policies
  are being subject to heightened scrutiny by regulators and the public. Further, there have been limited precedents for the financial accounting
  of crypto assets and related valuation and revenue recognition, and no official guidance has been provided by the FASB or the SEC. Uncertainties
  or changes in regulatory or financial accounting standards could result in the need to change our accounting methods and restate our financial
  statements and impair our ability to provide timely and accurate financial information, which could adversely affect our financial statements,
  result in a loss of investor confidence, and more generally impact our business, operating results, and financial condition.</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: center"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"></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; background-color: white"><B>Regulatory Risks </B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 63pt; text-align: justify; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Regulatory restrictions that target AI,
  including, but not limited to, export restrictions may have a material adverse impact on our intended operations.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  increasing focus on the strategic importance of AI technologies has already resulted in regulatory restrictions that target products and
  services capable of enabling or facilitating AI, including semiconductors and related critical technologies, and may in the future result
  in additional restrictions impacting some or all of our service offerings. Such restrictions could include additional unilateral or multilateral
  export controls on certain products or technology, including, but not limited to, cloud service technologies. As geopolitical tensions
  have increased, semiconductors associated with AI, including GPUs and associated products, are increasingly the focus of export control
  restrictions implemented by the U.S. and its allies, and it is likely that additional unilateral or multilateral controls will be adopted.
  Such controls may be very broad in scope and application, require us to obtain export licenses from government regulators, prohibit us
  from exporting our services to any or all customers in one or more markets or could impose other conditions that limit our ability to
  provide cloud services from or serve demand abroad and could negatively and materially impact our business, revenue, and financial results.
  Export controls targeting GPUs and semiconductors associated with AI, could restrict our ability to export our technology, or services,
  even though competitors may not be subject to similar restrictions, creating a competitive disadvantage for us and negatively impacting
  our business and financial results. For example, in January 2025, the U.S. Department of Commerce issued its AI diffusion rules. These
  rules impose worldwide limits on the transfer of AI model weights abroad and AI chip exports used to create compute clusters. Although
  tier 1 countries are largely exempt from the rule&rsquo;s restrictions, Iceland is not included on the tier 1 list. As a result, various
  compute thresholds and export limits would apply with respect to the transfer or export of AI technology to Iceland from the U.S., which
  would make it more difficult and expensive to continue to maintain or grow our clouds services business in Iceland. Increasing use of
  economic sanctions may also impact demand for our services, negatively impacting our business and financial results. Additional unilateral
  or multilateral controls are also likely to include deemed export control limitations that negatively impact the ability of our research
  and development teams to execute our roadmap or other objectives in a timely manner. Additional export restrictions may not only impact
  our ability to serve overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our
  ability to provide our services to customers in all markets worldwide, which could also substantially reduce our revenue. See &ldquo;<I>Changes
  in tariffs or import restrictions could have a material adverse effect on our business, financial condition and results of operations.</I>&rdquo;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Management
  of the requirements of the supply chain is complicated and time consuming. Our results and competitive position may be harmed if we are
  restricted in offering our services, if customers purchase services from competitors, if customers develop their own cloud services, if
  we are unable to provide contractual warranty or other extended service obligations.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Our cloud services business is subject to
  complex and evolving U.S. and foreign laws and regulations regarding AI, machine learning, and automated decision making.</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; text-indent: 0in">In recent years the use of
  machine learning, AI and automated decision making, has come under increased regulatory scrutiny, and governments and regulators in the
  United States, European Union, and other places have announced the need for greater regulation regarding the use of machine learning and
  AI generally. New laws, guidance, and decisions in this area may limit WhiteFiber&rsquo;s cloud services business, or require the Company
  to make changes to its clouds service technology and infrastructure and our operations that may decrease our operational efficiency, result
  in an increase to operating costs and/or hinder our ability to provide or improve our cloud services.</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">For example, certain global
  privacy laws regulate the use of automated decision making and may require that the existence of automated decision making be disclosed
  to the data subject with a meaningful explanation of the logic used in such decision making in certain circumstances, and that safeguards
  must be implemented to safeguard individual rights, including the right to obtain human intervention and to contest any decision. Other
  global privacy laws allow individuals the right to opt out of certain automated processing of personal data and create other requirements
  that impact automated decision-making. At the federal level, the scope and extent of regulation of AI is uncertain, but the National Institute
  of Standards and Technology issued the NIST-AI-600-1, AI Risk Management Framework: Generative Artificial Intelligence Profile which will
  likely remain a standard that regulators may consider for determining whether companies have adequate assessed the risk of use of AI.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">A number of states have issued
  or proposed laws that require developers and deployers of high risk AI tools and systems to conduct risk assessments and take steps to
  avoid algorithmic discrimination. In addition, these laws provide consumers with the right to pre-use notice and certain rights to opt-out
  of use of such tools for certain kinds of automated decisions and to seek human review for adverse decisions. These laws could impose
  additional obligations on us to comply with such requirements and limit the Company&rsquo;s ability to use AI and automated decision making.
  Violations of such laws could expose the Company to fines and sanctions and consumer class actions.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">In the European Union, the
  EU AI Act establishes a comprehensive, risk-based governance framework for AI in the EU market.&nbsp;The EU AI Act&nbsp;entered in force
  on August 1, 2024, and the majority of the substantive requirements will apply two years later (beginning 2026).&nbsp;The EU AI Act&nbsp;will
  apply to companies that develop, use and/or provide AI in the European Union and includes requirements around transparency, conformity
  assessments and monitoring, risk assessments, human oversight, security, accuracy, general purpose AI and foundation models, and proposes
  fines for breach of up to 7% of worldwide annual turnover (revenue). Additionally, in September of&nbsp;2022, the European Commission
  proposed two Directives seeking to establish a harmonized civil liability regime for AI in the European Union, in order to facilitate
  civil claims in respect of harm caused by AI and to include AI-enabled products within the scope of the European Union&rsquo;s existing
  strict liability regime. Once fully applicable,&nbsp;the EU AI Act&nbsp;will have a material impact on the way AI is regulated in the
  European Union, and together with developing guidance and/or decisions in this area, may affect our use of AI and our ability to provide,
  improve, or commercialize our cloud services, and could require additional compliance measures and changes to our operations and processes.</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">Moreover, the protectability
  and ownership of intellectual property, including patent and copyright, resulting from the use of AI technologies has not been fully addressed
  by courts or laws or regulations. To the extent we use AI technologies to generate or develop other technology, we may have difficulty
  enforcing intellectual property rights in other such technology. In addition, the use or adoption of AI technologies into our offerings
  may result in exposure to claims of copyright infringement or other intellectual property misappropriation based on the inputs or outputs
  of such systems. As the legal and regulatory framework for AI and automated decision making evolves, we may not always be able to anticipate
  how to respond to these laws or regulations, and compliance may adversely impact our operations and involve significant expenditure and
  resources. Any failure by us to comply may result in significant liability, potential increases in civil claims against us, negative publicity,
  an erosion of trust, and/or increased regulation and could materially adversely affect our business, results of operations, and financial
  condition.</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: center"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"></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"><B><I>We are subject to a highly evolving regulatory
  landscape and any adverse changes to or our colocation customers&rsquo; failure to comply with any laws or regulations could adversely
  affect our business, prospects or operations.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 68.55pt; text-indent: 17.95pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Our
  customers&rsquo; businesses are subject to extensive laws, rules, regulations, policies and legal and regulatory guidance, including those
  governing securities, commodities, exchange and transfer, data governance, data protection, cybersecurity and tax. Many of these legal
  and regulatory regimes were adopted prior to the advent of the Internet, mobile technologies, AI and related technologies, cloud services
  and data center operations. As a result, they do not contemplate or address unique issues associated with AI, are subject to significant
  uncertainty, and vary widely across U.S., Iceland and Canada. 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.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Moreover,
  the complexity and evolving nature of our business and the significant uncertainty surrounding the regulation of AI, requires us to exercise
  our judgment as to whether certain laws, rules and regulations apply to us or our customers, and it is possible that governmental bodies
  and regulators may disagree with our or our customers&rsquo; conclusions. To the extent we or our customers have not complied with such
  laws, rules and regulations, we could be subject to significant fines and other regulatory consequences, which could adversely affect
  our business, prospects or financial condition.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Ongoing
  and future regulatory actions, such as controls on the export of products and technology for AI uses, could effectively prevent our customers&rsquo;
  and our ongoing or planned co-hosting operations, limiting or preventing future revenue generation by us or rendering our operations obsolete.
  Such actions could severely impact our ability to continue to operate and our ability to continue as a going concern or to pursue our
  strategy at all, which would have a material adverse effect on our business, prospects or 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>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 0pt 63pt; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  collect and process data, including personal, financial and confidential information about individuals, including our employees and business
  partners; however, not of any customers or other third parties. The collection, use and processing of such data about individuals are
  governed by data privacy laws and regulations enacted in the U.S. (federal and state), and other jurisdictions around the world. These
  data privacy laws and regulations are complex, continue to evolve, and on occasion may be inconsistent between jurisdictions leading to
  uncertainty in interpreting such laws and it is possible that these laws, regulations and requirements may be interpreted and applied
  in a manner that is inconsistent with our existing information processing practices, and many of these laws are significantly litigated
  and/or subject to regulatory enforcement. The implication of this includes that various federal, state and foreign legislative or regulatory
  bodies may enact or adopt new or additional laws and regulations concerning data privacy, data retention, data transfer, and data protection.
  Such laws may continue to restrict or dictate how we collect, maintain, combine and disseminate information and could have a material
  adverse effect on our business, results of operations, financial condition and prospects.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 63pt; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">In
  the United States, there are numerous federal and state laws and regulations that could apply to our operations or the operations of our
  partners, including data breach notification laws, financial information and other data privacy laws, and consumer protection laws and
  regulations (e.g., Section 5 of the FTC Act), that govern the collection, use, disclosure, and protection of personal information.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">For
  example, California has enacted the California Consumer Privacy Act (&ldquo;CCPA&rdquo;) and the California Privacy Rights Act (&ldquo;CPRA&rdquo;),
  which, among other things, allows California consumers to request that certain companies disclose the types of personal information collected
  by such companies, to correct that information, to delete that information and to opt-out the sale or sharing of personal information
  for cross-context behavioral advertising. the California Privacy Protection Agency (&ldquo;CPPA&rdquo;) has proposed new regulations to
  require companies to conduct risk assessments, annual cybersecurity audits and set up notice and opt-out and access procedures for the
  use of automated decision-making technology. These proposed new requirements could increase our costs of compliance and impact our operations
  and the products and services we offer.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">In
  addition, Iowa, Delaware, Maine, Virginia, Colorado, Utah, Oregon, Montana, Nebraska, New Hampshire, New Jersey, Texas, Utah and Connecticut
  enacted privacy and data protection laws in recent years that are currently in effect and grant similar rights and impose similar obligations
  as the CCPA. New privacy laws enacted in Maryland, Minnesota, Rhode Island, and Tennessee will take effect over the next couple years.
  Other states in the U.S. are also separately proposing laws to regulate privacy and security of personal data. Our failure, and/or the
  failure by the various third party vendors and service providers with which we do business, to comply with applicable privacy policies
  or federal or state laws or changes in applicable laws and regulations, or any compromise of security that results in the unauthorized
  release of personal information or other user data could damage our reputation and the reputation of our third party vendors and service
  providers, discourage potential users from trying their products and services and/or result in fines and/or proceedings by governmental
  agencies and/or consumers, any one or all of which could adversely affect our business, financial condition and results of operations
  and, as a result, our company. In addition, we, our subsidiaries or our business affiliates may not have adequate insurance coverage to
  compensate for losses.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Foreign
  data privacy laws, such as the General Data Protection Regulation (&ldquo;GDPR&rdquo;) in the European Union and the United Kingdom Data
  Protection Act (&ldquo;UK GDPR&rdquo;) impose data privacy and security requirements that may impact our ability to collect and process
  personal information of residents of the EU and the UK. The transfer of personal information from such jurisdictions may be subject to
  additional restrictions and require the use of transfer mechanisms recognized by GDPR and UK GDPR, such as the use of Standard Contractual
  Clauses, which impose numerous obligations on data importers and exporters. Violations of the GDPR or UK GDPR could impose us to fines
  of up to &euro;20 million, or up to 4% of the annual worldwide turnover of the preceding financial year, whichever is greater.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 63pt; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Existing and increasing legal and regulatory
  requirements could adversely affect our results of operations.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 63pt; text-align: justify"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  are subject to a wide range of laws, regulations, and legal requirements in the U.S. and globally, including those that may apply to our
  products and online services offerings, and those that impose requirements related to user privacy, data security, telecommunications,
  data storage and protection, advertising, and online content. Laws in several jurisdictions, including EU Member State laws under the
  European Electronic Communications Code, increasingly define certain of our services as regulated telecommunications services. This trend
  may continue and will result in these offerings being subjected to additional data protection, security, law enforcement surveillance,
  and other obligations. Regulators and private litigants may assert that our collection, use, and management of customer data and other
  information is inconsistent with their laws and regulations, including laws that apply to the tracking of users via technology such as
  cookies. New environmental, social, and governance laws and regulations are expanding mandatory disclosure, reporting, and diligence requirements.
  Legislative or regulatory action relating to cybersecurity requirements may increase the costs to develop, implement, or secure our products
  and services. Compliance with evolving digital accessibility laws and standards will require engineering and is important to our efforts
  to empower all people and organizations to achieve more. Legislative and regulatory action is emerging in the areas of AI and content
  moderation, which could increase costs or restrict opportunity. For example, in the EU, an AI Act has entered into force, and may entail
  increased costs or decreased opportunities for the operation of our AI services in the European market. See &ldquo;<I>Our cloud services
  business is subject to complex and evolving U.S. and foreign laws and regulations regarding AI, machine learning, and automated decision
  making</I>&rdquo; risk factor above.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 63pt; background-color: white">&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 0pt 63pt; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Our
  operations and properties are subject to extensive laws and regulations governing occupational health and safety, the discharge of pollutants
  into the environment or otherwise relating to health, safety and environmental protection requirements, laws and regulations. These laws
  and regulations can increase capital, operating and other costs; cause delays as a result of litigation and administrative proceedings;
  and create environmental compliance, remediation, containment, monitoring and reporting obligations. Environmental laws and regulations
  can also require us to install pollution control equipment at facilities where it operates, and correct environmental hazards, including
  payment of all or part of the cost to remediate sites where activities of other parties, caused environmental contamination. 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; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  trend in environmental regulation has been to place more restrictions and limitations on activities that may be perceived to impact the
  environment, and thus there can be no assurance as to the amount or timing of future expenditures for environmental regulation compliance
  or remediation. New or revised regulations that result in increased compliance costs or additional operating restrictions could have
  a material adverse effect on our financial position, results of operations and cash flows.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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 0pt 63pt; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  operate an international business and may have direct or indirect interactions with officials and employees of government agencies or
  state-owned or affiliated entities. We are subject to the FCPA, and other applicable anti-corruption and anti-money laundering laws in
  certain countries in which we conduct activities. The FCPA prohibits providing, offering, promising, or authorizing, directly or indirectly,
  anything of value to government officials, political parties, or political candidates for the purpose of obtaining or retaining business
  or securing any improper business advantage. In addition, U.S. public companies are required to maintain records that accurately and fairly
  represent their transactions and have an adequate system of internal accounting controls.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 63pt; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">In
  many foreign countries, including countries in which we may conduct business, it may be a local custom that businesses engage in practices
  that are prohibited by the FCPA, or other applicable laws and regulations. We face significant risks if we or any of our directors, officers,
  employees, contractors, agents or other partners or representatives fail to comply with these laws and governmental authorities in the
  United States and elsewhere could seek to impose substantial civil and/or criminal fines and penalties which could have a material adverse
  effect on our business, reputation, operating results, prospects and financial condition.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 63pt; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Any
  violation of the FCPA, other applicable anti-corruption laws, or anti-money laundering laws could result in whistleblower complaints,
  adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions and, in the case of the FCPA, suspension
  or debarment from U.S. government contracts, any of which could have a materially adverse effect on our reputation, business, operating
  results, prospects and financial condition. In addition, responding to any enforcement action or internal investigation related to alleged
  misconduct may result in a significant diversion of management&rsquo;s attention and resources and significant defense costs and other
  professional fees.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 63pt; text-align: justify; background-color: white">`</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Changes in tax law may negatively affect
  our business.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: 17.95pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">Changes to federal, state,
  local and foreign tax laws have the ability to benefit or adversely affect WhiteFiber&rsquo;s earnings and customer costs. Significant
  changes to corporate tax rates could result in the impairment of deferred tax assets that are established based on existing law at the
  time of deferral. A number of factors may increase WhiteFiber&rsquo;s future effective income tax rate, including:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; 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">Governmental authorities increasing
  taxes or eliminating deductions, particularly the depletion deduction.</FONT></TD>
  </TR></TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; 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"></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 jurisdictions in which
  earnings are taxed.</FONT></TD>
  </TR></TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; 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"></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 resolution of issues arising
  from tax audits with various tax authorities.</FONT></TD>
  </TR></TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; 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"></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">Changes in the valuation of
  our deferred tax assets and liabilities.</FONT></TD>
  </TR></TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; 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"></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">Adjustments to estimated taxes
  upon finalization of various tax returns.</FONT></TD>
  </TR></TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-indent: -0.25in">&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: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD><FONT STYLE="font-size: 10pt">Changes in available tax credits.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-indent: -0.25in">&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: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD><FONT STYLE="font-size: 10pt">Changes in stock-based compensation.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-indent: -0.25in">&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: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD><FONT STYLE="font-size: 10pt">Other changes in tax laws; or</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-indent: -0.25in">&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: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD><FONT STYLE="font-size: 10pt">The interpretation of tax laws and/or administrative practices.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-indent: -0.25in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 63pt; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Our business may be adversely affected by
  future changes in the European Union&rsquo;s regulations related to AI, which could be reflected in Icelandic and European Union countries&rsquo;
  domestic laws and regulations.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">While
  no current Icelandic legislation directly impacts colocation operations, Iceland, being a member of the European Economic Area, is likely
  to be influenced by forthcoming European Union acts such as the Artificial Intelligence Act and the AI Liability Directive. These acts
  may shape the future regulatory landscapes in Iceland and lead the Icelandic government to adopt such regulations domestically.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">The
  potential adoption of said AI regulatory framework could introduce new compliance requirements for our data centers, as well as other
  legal and regulatory obligations, impacting operational practices and liability considerations for our data centers. This could ultimately
  adversely affect our Company&rsquo;s business and financial results.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&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; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">As
  a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the Dodd-Frank Act and
  are required to prepare its financial statements according to the rules and regulations required by the SEC. The Exchange Act requires
  that we file annual, quarterly, current reports and proxy statements. Our failure to prepare and disclose this information in a timely
  manner or to otherwise comply with applicable law could subject us to penalties under federal securities laws, expose it to lawsuits and
  restrict its ability to access financing. In addition, the Sarbanes-Oxley Act requires that, among other things, that we establish and
  maintain effective internal controls and procedures for financial reporting and disclosure purposes. Internal control over financial reporting
  is complex and may be revised over time to adapt to changes in our business, or changes in applicable accounting rules. We cannot assure
  you that its internal control over financial reporting will be effective in the future or that a material weakness will not be discovered
  with respect to a prior period for which it had previously believed that internal controls were effective. If we are not able to maintain
  or document effective internal control over financial reporting, our independent registered public accounting firm will not be able to
  certify as to the effectiveness of our internal control over financial reporting.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 67.9pt; text-indent: 17.95pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Matters
  affecting our internal controls may cause us to be unable to report its financial information on a timely basis, or may cause it to restate
  previously issued financial information, and thereby subject us to adverse regulatory consequences, including sanctions or investigations
  by the SEC, or violations of applicable stock exchange listing rules. There could also be a negative reaction in the financial markets
  due to a loss of investor confidence in us and the reliability of its financial statements. Confidence in the reliability of our financial
  statements is also likely to suffer if it or its independent registered public accounting firm reports a material weakness in its internal
  control over financial reporting. This could have a material and adverse effect on us by, for example, leading to a decline in the share
  price and impairing its ability to raise additional capital.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, 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>New York State Moratorium on Cryptocurrency
  Mining Operations</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On November 22, 2022, the New York State enacted
  a moratorium on cryptocurrency mining operations that use proof-of-work authentication methods to validate blockchain operations; provided
  that such operations shall be subject to a full generic environmental impact statement review. While the Company&rsquo;s bitcoin mining
  operations in upstate New York State use proof-of-work authentication, they were approximately 90% (now 99%) carbon free according to
  NYISO Power Trends 2023 Report. The law provides for a two-year moratorium on new applications or new permits for an electric generating
  facility that utilizes a carbon-based fuel. Therefore, the Company believes that its New York State hosting facilities, which primarily
  depended on hydroelectric power, will be able to comply with the law.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Regulatory restrictions that target AI,
  including, but not limited to, export restrictions may have a material adverse impact on our intended operations.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The increasing focus on the strategic importance
  of AI technologies has already resulted in regulatory restrictions that target products and services capable of enabling or facilitating
  AI, and may in the future result in additional restrictions impacting some or all of our service offerings. Such restrictions could include
  additional unilateral or multilateral export controls on certain products or technology, including, but not limited to, AI technologies.
  As geopolitical tensions have increased, semiconductors associated with AI, including GPUs and associated products, are increasingly the
  focus of export control restrictions proposed by stakeholders in the U.S. and its allies, and it is likely that additional unilateral
  or multilateral controls will be adopted. Such controls may be very broad in scope and application, prohibit us from exporting our services
  to any or all customers in one or more markets or could impose other conditions that limit our ability to serve demand abroad and could
  negatively and materially impact our business, revenue, and financial results. Export controls targeting GPUs and semiconductors associated
  with AI, which are increasingly likely, would restrict our ability to export our technology, services even though competitors may not
  be subject to similar restrictions, creating a competitive disadvantage for us and negatively impacting our business and financial results.
  Increasing use of economic sanctions may also impact demand for our services, negatively impacting our business and financial results.
  Additional unilateral or multilateral controls are also likely to include deemed export control limitations that negatively impact the
  ability of our research and development teams to execute our roadmap or other objectives in a timely manner. Additional export restrictions
  may not only impact our ability to serve overseas markets, but also provoke responses from foreign governments, including China, that
  negatively impact our ability to provide our services to customers in all markets worldwide, which could also substantially reduce our
  revenue.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">During the third quarter of fiscal year 2023,
  the U.S. government announced new export restrictions and export licensing requirements targeting China&rsquo;s semiconductor and supercomputing
  industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment, and technology used to develop,
  produce, and manufacture certain chips, to China (including Hong Kong and Macau) and Russia. The new license requirements also apply to
  any future NVIDIA integrated circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system
  or board that includes those circuits. There are also now licensing requirements to export a wide array of products, including networking
  products, destined for certain end users and for certain end uses in China.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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">Management of these new license and other requirements
  is complicated and time consuming. Our results and competitive position may be harmed if we are restricted in offering our services, if
  customers purchase services from competitors, if customers develop their own internal solution, if we are unable to provide contractual
  warranty or other extended service obligations, if the U.S. government does not grant licenses in a timely manner or denies licenses to
  significant customers, or if we incur significant transition costs. Even if the U.S. government grants any requested licenses, the licenses
  may be temporary or impose burdensome conditions that we cannot or choose not to fulfill. The new requirements may benefit certain of
  our competitors, as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain,
  and encourage customers to pursue alternatives to our services.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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>Issues in the development and use of AI
  may result in reputational or competitive harm or liability</I></B><I>.</I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We are beginning to build AI into our infrastructure
  services, and we are also providing computing power for AI available for our customers to use in solutions that they build. We are providing
  supporting/computing power to clients, including our strategic partners who develop AI systems. We expect this integration of AI into
  our offerings and our business in general to grow. AI presents risks and challenges that could affect its adoption, and therefore our
  business. AI algorithms or training methodologies may be flawed. Datasets may be overbroad, insufficient, or contain biased information.
  Content generated by AI systems may be offensive, illegal, or otherwise harmful. Ineffective or inadequate AI development or deployment
  practices by our Company or others could result in incidents that impair the acceptance of AI solutions or cause harm to individuals,
  customers, or society, or result in our products and services not working as intended. Human review of certain outputs may be required.
  As a result of these and other challenges associated with innovative technologies, our implementation of AI systems could subject us to
  competitive harm, regulatory action, legal liability, including under new proposed legislation regulating AI in jurisdictions, new applications
  of existing data protection, privacy, intellectual property, and other laws, and brand or reputational harm. Some AI scenarios present
  ethical issues or may have broad impacts on society. If we provide supporting/computing AI services that have unintended consequences,
  unintended usage or customization by our customers and partners, or are controversial because of their impact on human rights, privacy,
  employment, or other social, economic, or political issues, we may experience brand or reputational harm, adversely affecting our business
  and consolidated financial statements.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  
  
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"></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"><B><I>&nbsp;</I></B></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 digital asset mining machines,
  as well the environmental impact of mining for the rare earth metals used in the production of mining servers, the digital asset mining
  industry may become a target for future environmental and energy regulation. For example, in June and July of 2021, the Chinese government
  prohibited the operation of mining machines and supply of energy to mining businesses, citing concerns regarding high levels of energy
  consumption, which resulted in our suspension of mining operations in China. U.S. legislation and increased regulation regarding climate
  change could impose significant costs on us and our suppliers, including costs related to increased energy requirements, capital equipment,
  environmental monitoring and reporting, and other costs to comply with such regulations. Specifically, imposition of a carbon tax or other
  regulatory fee in a jurisdiction where we operate or on electricity that we purchase could result in substantially higher energy costs,
  and due to the significant amount of electrical power required to operate digital asset mining machines, could in turn put our facilities
  at a competitive disadvantage. Any future climate change regulations could also negatively impact our ability to compete with companies
  situated in areas not subject to such limitations. Given the political significance and uncertainty around the impact of climate change
  and how it should be addressed, we cannot predict how legislation and regulation will affect our financial condition, operating performance
  and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse publicity in the global marketplace
  about potential impacts on climate change by us or other companies in our industry could harm our reputation. Any of the foregoing could
  have a material adverse effect on our financial position, results of operations and cash flows.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B><I>&nbsp;</I></B>&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"><B><I>&nbsp;</I></B></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, as described below, is a highly complex, fact-driven analysis that has
  evolved over time. Our determination that the digital assets we hold are not securities is a risk-based assessment and not a legal standard
  or one binding on regulators. As of the date of this report, with the exception of certain centrally issued digital assets that have received
  &ldquo;no-action&rdquo; letters from the SEC staff, bitcoin and ETH are the only digital assets which senior officials at the SEC have
  publicly stated are unlikely to be considered securities. As a digital asset mining company, we do not believe we are an issuer of any
  &ldquo;securities&rdquo; as defined under the federal securities laws. Our internal process for determining whether the digital assets
  we hold or plan to hold is based upon the public statements of the SEC and existing case law. The digital assets we hold or plan to hold,
  other than bitcoin and ETH, may have been created by an issuer as an investment contract under the Howey test,&nbsp;<U>SEC&nbsp;v.&nbsp;Howey
  Co</U>., 328 U.S. 293 (1946), and may be deemed to be securities by the SEC. However, the Company was not the issuer that created these
  digital assets and is holding them on an interim basis until liquidated. Should the SEC state in the future that U.S. digital currency
  tokens or other digital assets&nbsp;we hold are securities, we may subject to additional securities laws&rsquo; requirements and may no
  longer be able to hold any of these digital assets. It will then likely become difficult or impossible for such digital assets to be traded,
  cleared or custodied in the United States through the same channels used by non-security digital assets, which in addition to materially
  and adversely affecting the trading value of the digital assets is likely to cause substantial volatility and significantly impact their
  liquidity and market participants&rsquo; ability to convert the digital assets into U.S. dollars. Our inability to exchange bitcoin for
  fiat currency or other digital assets (and vice versa) and to administer our treasury management objectives may decrease our earnings
  potential and have an adverse impact on our business and financial condition.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <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: 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 &ldquo;investment securities&rdquo; by the SEC or a court of competent jurisdiction, we may meet the definition of an investment company.
  If we fall within the definition of an investment company under the Investment Company Act, we would be required to register with the
  SEC. If an investment company fails to register, it likely would have to stop doing almost all business, and its contracts would become
  voidable. Generally non-U.S. issuers may not register as an investment company without an SEC order.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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 the applicable law has wide-ranging implications for the regulatory obligations that flow from the mining, sale and trading of such
  assets. For example, a digital asset that is a security in the United States may generally only be offered or sold in the United States
  pursuant to a registration statement filed with the SEC or in an offering that qualifies for an exemption from registration. Persons that
  effect transactions in digital assets that are deemed securities in the United States may be subject to registration with the SEC as a
  &ldquo;broker&rdquo; or &ldquo;dealer.&rdquo;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&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 local jurisdiction, or in a proceeding in a court of law or otherwise, it may have adverse
  consequences for such digital asset. For instance, all transactions in such supported digital asset would have to be registered with the
  SEC, or conducted in accordance with an exemption from registration, which could severely limit its liquidity, usability and transactability.
  For instance, all transactions in such supported digital asset would have to be registered with the SEC, or conducted in accordance with
  an exemption from registration, which could severely limit its liquidity, usability and transactability. Further, it could draw negative
  publicity and a decline in the general acceptance of the digital asset. Also, it may make it difficult for such digital asset to be traded,
  cleared, and custodied as compared to other digital assets that are not considered to be securities.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Enactment of the Infrastructure Investment
  and Jobs Act of 2021 (the &ldquo;Infrastructure Act&rdquo;) may have an adverse impact on our business and financial condition.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On November 15, 2021, President Joseph R. Biden
  signed the Infrastructure Act. Section 80603 of the Infrastructure Act modifies and amends the Internal Revenue Code of 1986 (the &ldquo;Code&rdquo;)
  by requiring brokers of digital asset transactions to report their customers to the IRS. This provision was included to enforce the taxability
  of digital asset transactions. Section 80603 defines &ldquo;broker&rdquo; as &ldquo;any person who (for consideration) is responsible
  for regularly providing any service effectuating transfers of digital assets on behalf of another person.&rdquo; That could potentially
  include miners, validators, and developers of decentralized applications. These functions play a critical role in our business and in
  the functioning of the blockchain ecosystem. Importantly, these functions have no way of identifying their anonymous users. Indeed, bitcoin&rsquo;s
  blockchain was designed for anonymity.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">This reporting requirement took effect on January
  1, 2023, and the implementation of these requirements is ongoing. The Company is closely monitoring the situation and waiting for more
  issuance of updated guidance from government agencies. The Company deems that it doesn&rsquo;t qualify as &ldquo;broker&rdquo; under section
  80603 and therefore it is not required to report its customers to the IRS under such provision. Disclosing the identity of our bitcoin
  mining operations and associated accounts to ensure they can be taxed by the IRS could cause a significant devaluing of our business,
  the bitcoin currency, and the entire digital assets market. Additionally, noncompliance with this provision could lead to significant
  fines and or regulatory actions against our company.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><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>Risks related to material pending crypto
  legislation or regulations</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On the federal level, by certain accounts, more
  than 100 bills were introduced in Congress to regulate cryptocurrency and digital assets. Except as described in other specific risk factors
  set forth herein, we do not believe that material pending crypto legislation or regulations would have a material effect on our business,
  financial condition and results of operations. Certain of the material pending bills are as follows:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">Digital Commodity Exchange Act of 2022 (DCEA), introduced on April 28, 2022 in the House of Representatives, would create a regulatory overview for digital commodity developers, dealers and exchanges, none of which would currently apply to the Company;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&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: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">Securities Clarity Act, introduced on July 16, 2021 in the House of Representatives, is intended to work with the proposed DCEA. The Securities Clarity Act would codify that an asset, whether tangible or intangible (including an asset in digital form), that is not per se a security, does not become a security as a result of being sold or otherwise transferred pursuant to an investment contract. Thus, certain digital assets which the Company may acquire, if sold pursuant to an investment contract, would not become securities, subject to SEC regulations;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&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: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">Digital Trading Clarity Act of 2022, introduced on September 29, 2022 in the Senate, provides that if a federal court or the SEC determines that a digital asset is a security, the bill requires the SEC Division of Enforcement to request information from an intermediary listing that asset to determine if the intermediary meets the requirements in the bill texts. As stated elsewhere herein, the Company will conduct an extensive compliance review prior to holding any digital asset that may be deemed to be a security, and would need to avoid holding any such digital asset if this bill becomes law.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&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"><B><I>&nbsp;</I></B></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, that, unknown to us, may also be persons from countries on OFAC&rsquo;s SDN list or from countries
  on OFAC&rsquo;s sanctioned countries list. Our Company&rsquo;s policy prohibits any transactions with such SDN individuals or persons
  from sanctioned countries, but we may not be adequately capable of determining the ultimate identity of the individual with whom we transact
  with respect to selling bitcoin assets. Moreover, federal law prohibits any U.S. person from knowingly or unknowingly possessing any visual
  depiction commonly known as child pornography. Recent media reports have suggested that persons have imbedded such depictions on one or
  more blockchains. Because our business requires us to download and retain one or more blockchains to effectuate our ongoing business,
  it is possible that such digital ledgers contain prohibited depictions without our knowledge or consent. To the extent government enforcement
  authorities enforce these and other laws and regulations that are impacted by decentralized distributed ledger technology, we may be subject
  to investigation, administrative or court proceedings, and civil or criminal monetary fines and penalties, all of which could harm our
  reputation and affect the value of our Ordinary Shares.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&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; 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 (&ldquo;BSA&rdquo;), or otherwise under state laws, we may incur significant compliance
  costs, which could be substantial or cost-prohibitive. If we become subject to these regulations, our costs in complying with them may
  have a material negative effect on our business and the results of our operations.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B><I>&nbsp;</I></B></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 money service business (MSB) under the regulations promulgated by FinCEN under the authority of the U.S. Bank Secrecy Act,
  we may be required to comply with FinCEN regulations, including those that would mandate us to implement anti-money laundering programs,
  make certain reports to FinCEN and maintain certain records. The Digital Asset Anti-Money Laundering Act of 2022 (DAAMLA) was introduced
  on December 14, 2022 in the Senate. The bill would authorize FinCEN to designate digital asset wallet providers, miners, validators, and
  other select network participants as MSBs. This designation would require these parties to register with FinCEN and would extend to these
  parties&rsquo; anti-money laundering (AML) responsibilities under the BSA.</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">To the extent that our activities cause us to
  be deemed an MSB and/or a &ldquo;money transmitter&rdquo; (&ldquo;MT&rdquo;) or equivalent designation, under state law in any state in
  which we operate (currently, Texas, Kentucky and New York), we may be required to seek a license or otherwise register with a state regulator
  and comply with state regulations that may include the implementation of AML programs, maintenance of certain records and other operational
  requirements. Such additional federal or state regulatory obligations may cause us to incur extraordinary expenses, possibly affecting
  an investment in our securities in a materially adverse manner. Furthermore, the Company and our service providers may not be capable
  of complying with certain federal or state regulatory obligations applicable to MSBs and MTs. If we are deemed to be subject to and determine
  not to comply with such additional regulatory and registration requirements, we may act to leave a particular state or the United States
  completely. Any such action would be expected to materially adversely affect our operations.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</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"><B><I>&nbsp;</I></B></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: center">&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 report, no CFTC orders or rulings are applicable to our business.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&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; text-align: center"></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 digital assets, the determination that we have made for how to account for bitcoin and
  other digital assets</I></B>&nbsp;<B><I>transactions may be subject to change.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">While there has been limited precedent set for
  the financial accounting of digital assets and related revenue recognition, on December 13, 2023, the Financial Accounting Standards Board
  (FASB) issued ASU 2023-08, which addresses the accounting and disclosure requirements for certain crypto assets. Under this new guidance,
  entities are required to subsequently measure certain crypto assets at fair value, with changes in fair value recorded in net income in
  each reporting period. Besides ASU 2023-08 issued, there has been little official guidance provided by the FASB, the Public Company Accounting
  Oversight Board (PCAOB) or the SEC, it is unclear how companies may in the future be required to account for bitcoin and other digital
  assets transactions and related revenue recognition. A change in regulatory or financial accounting standards could result in the necessity
  to change our accounting methods and restate our financial statements. Such a restatement could adversely affect the accounting for our
  newly mined bitcoin rewards and more generally negatively impact our business, prospects, financial condition and results of operation.
  Such circumstances would have a material adverse effect on our ability to continue as a going concern or to pursue our business strategy
  at all, which would have a material adverse effect on our business, prospects or operations as well as and potentially the value of any
  digital assets we hold or expects to acquire for our own account and harm investors.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Risks Related to Previously Operating in China</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>&nbsp;</B></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 operating in China without registration.</I></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">Prior to the commencement of the Company&rsquo;s
  bitcoin mining business, and before the involvement of any of the Company&rsquo;s current directors, officers or employees, Golden Bull
  Limited formerly operated a peer-to-peer lending business in the PRC, as discussed below. Additionally, from February 2020 to June 2021,
  the Company operated its bitcoin mining business in the PRC, but completed the migration of all of its bitcoin mining operations out of
  China by September 2021. Although the statute of limitations for non-compliance by our former business in the PRC is generally two years
  and the Company has been out of the PRC, for more than two years, the Authority may still find that our prior bitcoin mining operations
  involved a threat to financial security. In such event, the two-year period would be extended to five years.</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">Pursuant to laws and regulations of the PRC, there
  are two ways for foreign legal persons/entities to be considered to be engaging in operation activities within the territory of China.
  One way is to establish a foreign-invested enterprise, that is incorporated, according to the Foreign Investment Law of PRC, within the
  territory of China and that is wholly or partly invested by a foreign investor. The organization form, institutional framework and standard
  of conduct of a foreign-invested enterprise are subject to the provisions of the Company Law of the PRC and the Partnership Enterprise
  Law of the PRC and other law related regulations. Another way to be deemed to be operating within China is to complete the approval and
  registration procedures with the relevant regulatory authorities in accordance with the provisions of Administrative Measures for the
  Registration of Enterprises of Foreign Countries (Regions) Engaging in Production and Operation Activities within the Territory of China
  (Revised in 2020), or Order No.31. However, in view of the ban on all new digital asset operations in China, we terminated the process
  of forming a subsidiary in mainland China. Since our Hong Kong subsidiary had not obtained business licenses in mainland China where Bit
  Digital Hong Kong used to carry out business, it may lead to a punishment of a warning, fine, confiscation of income and/or suspension
  of business for rectification.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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 our prior mining activities in mainland China.</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">The Chinese government implements the management
  systems of pre-establishment national treatment and negative list for foreign investment. Pre-establishment national treatment refers
  to the treatment given to foreign investors and their investments during the investment access stage, which is not lower than that given
  to their domestic counterparts; negative list for foreign investment refers to special administrative measures for the restricted or prohibited
  access of foreign investment in specific fields as stipulated by the Chinese government.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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 Access (2021 Edition), or the 2021 Edition Negative List for Foreign, issued by The Ministry of Commerce
  of the PRC (the &ldquo;MOFCOM&rdquo;) and the National Development and Reform Commission (the &ldquo;NDRC&rdquo;) on December 27, 2021,
  which came into effect on January 1, 2022, our bitcoin mining business does not fall into the Negative List for Foreign. However, the
  2021 Edition Negative List for Foreign indicates that &ldquo;Fields not mentioned in the Negative List for Foreign Investment Access shall
  be subject to administration under the principle of consistency for domestic and foreign investments. The relevant provisions of the Negative
  List for Market Access shall apply to domestic and foreign investors on a unified basis.&rdquo;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&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; text-align: justify">Also, based on the Negative List for Market Access
  (2022 Edition), &ldquo;the Catalogue for Guidance on Industrial Restructuring shall be included in the Negative List for Market Access&rdquo;;
  plus, according to the Decision of the State Council on Promulgating and Implementing the &ldquo;Temporary Provisions on Promoting Industrial
  Structure Adjustment,&rdquo; valid from December. 2, 2005, &ldquo;In principle, the &lsquo;Guidance Catalogue for the Industrial Structure
  Adjustment&rsquo; shall apply to various types of enterprises inside China.&rdquo; &ldquo;The industries of the eliminated category under
  the &lsquo;Guidance Catalogue for the Industrial Structure Adjustment&rsquo; shall apply to the foreign investment enterprises.&rdquo;
  and &ldquo;Investments are prohibited from being contributed to projects under the eliminated category.&rdquo; Additionally, the NDRC
  released on December 30, 2021 its No. 49 Decree, announcing that the Decision of the National Development and Reform Commission on Amending
  the Guiding Catalog for Industrial Restructuring (2019 Version) (the &ldquo;Amended Catalog&rdquo;). The Amended Catalog added &ldquo;virtual
  currency mining activities&rdquo; to the eliminated category of &ldquo;1. outdated production processing and equipment under the original
  Catalog.&rdquo; Therefore, foreign investment enterprises are prohibited from virtual currency activities and our bitcoin mining business
  are banned in China as well. There can be no assurance that our prior mining activities in China will not be subject to fines and penalties
  on a retroactive basis.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>We may be subject measures from the Cyberspace
  Administration of China concerning the collection of data and required to obtain clearance from the CAC</I></B>.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Cybersecurity Review Measures (2021) (the
  &ldquo;Measures&rdquo;) were officially released to the public on December 28, 2021 and became effective on February 15, 2022. According
  to the Measures, to go public abroad, an online platform operator that possesses the personal information of more than 1 million users
  must seek cybersecurity review from the Office of Cybersecurity Review.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&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">&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
  we have never set an online platform for any user and we have not acted as an online platform operator. However, since these cybersecurity
  rules were recently enacted and uncertainties exist as to the interpretation or implementation of the Measures, if the Measures require
  us to obtain clearance or permissions from the CAC, we would file an application with CAC and seek to obtain the clearance or permissions
  from the CAC as required, however there can be no assurance we will obtain clearance or permission which could adversely affect our business.
  Compliance with the Measures, as well as additional laws, regulations and guidelines that the Chinese government promulgates in the future,
  may entail significant expenses and could materially affect our business.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>United States regulators may be limited
  in their ability to conduct investigations or inspections of our operations in Hong Kong.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The increased regulatory scrutiny of U.S.-listed
  companies with operations in China could add uncertainties to our business operations, share price and reputation. Although the audit
  reports of Audit Alliance LLP incorporated by reference into this report are prepared by our auditors in Singapore who are subject to
  inspection by the Public Company Accounting Overnight Board (the &ldquo;PCAOB&rdquo;), there is no guarantee that future audit reports
  will be prepared by auditors that are completely inspected by the PCAOB and, as such, future investors may be deprived of the benefit
  of such complete inspections, which could result in limitations or restrictions on our ability to access the U.S. capital markets. Furthermore,
  trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act (the &ldquo;HFCA Act&rdquo;) or the Accelerating
  Holding Foreign Companies Accountable Act if the SEC subsequently determines our audit work is performed by auditors that the PCAOB is
  unable to inspect or investigate completely, and as a result, U.S. national securities exchanges, such as Nasdaq or the over-the-counter
  market, may determine to delist our securities.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">U.S. public companies that have or had a substantial
  portion of their operations in China have been the subject of heightened scrutiny, criticism and negative publicity by investors, financial
  commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity has centered on financial
  and accounting irregularities and mistakes, a lack of effective internal controls over financial accounting, inadequate corporate government
  policies or a lack of adherence thereto and, in many cases, allegations of fraud.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&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"></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As part of increased regulatory focus in the United
  States on access to audit information, the United States enacted the Holding Foreign Companies Accountable Act, or the HFCA Act, in December
  2020. The HFCA Act includes requirements for the SEC to identify issuers whose audit reports are prepared by auditors that the PCAOB is
  unable to inspect or investigate completely because of a restriction imposed by a non-U.S. authority in the auditor&rsquo;s local jurisdiction.
  The HFCA Act also requires public companies on this SEC list to certify that they are not owned or controlled by a foreign government
  and make certain additional disclosures in their SEC filings. In addition, under the HFCA Act, if the auditor of a U.S. listed company&rsquo;s
  financial statements is not subject to PCAOB inspections for three consecutive &ldquo;non-inspection&rdquo; years, the SEC is required
  to prohibit the securities of such issuer from being traded on a U.S. national securities exchange, such as the NYSE and Nasdaq, or in
  the U.S. over-the-counter markets. On December 29, 2022, the Consolidated Appropriations&nbsp;Act, 2023 was signed into law, which, among
  other things, amended the HFCA Act to reduce from three years to two years the number of consecutive years an issuer can be identified
  as an identified issuer before the SEC can prohibit an issuer&rsquo;s securities from trading on any U.S. national securities exchange
  and on the over-the- counter market. Accordingly, our securities may be prohibited from trading on Nasdaq or other U.S. stock exchange
  if our auditor is not inspected by the PCAOB for two consecutive years, and this ultimately could result in our Ordinary Shares being
  delisted.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On June 22, 2021, the U.S. Senate passed the Accelerating
  Holding Foreign Companies Accountable Act, which if enacted into law, would amend the HFCA Act and require the SEC to prohibit an issuer&rsquo;s
  securities from trading on U.S. stock exchanges if its auditors are not subject to PCAOB inspections for two consecutive &ldquo;non-inspection&rdquo;
  years instead of three. On September 22, 2021, the PCAOB adopted a final rule implementing the HFCA Act, which provides a framework for
  the PCAOB to use when determining, as contemplated under the HFCA Act, whether the Board is unable to inspect or investigate completely
  registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.
  On December 16, 2021, the PCAOB issued PCAOB Rule 6100 Board Determinations Under the Holding Foreign Companies Accountable Act. The PCAOB
  notified the SEC that it was unable to inspect or investigate completely registered public accounting firms headquartered in mainland
  China and in Hong Kong because of the positions taken by authorities in mainland China and Hong Kong. The PCAOB issued a Determination
  Report on December 15, 2022, determining that the PCAOB secured complete access to inspect and investigate registered public accounting
  firms headquartered in mainland China and Hong Kong, and vacating the 2021 Determinations to the contrary. However, the PCAOB further
  noted that it will act immediately to consider the need to issue a new determination if the PRC authorities obstruct or otherwise fail
  to facilitate the PCAOB&rsquo;s access. While the audit report of Audit Alliance LLP included in this report was prepared by auditors
  based in Singapore who are subject to inspection and investigation by the PCAOB, there can be no assurance that our auditor or we will
  be able to comply with these and other requirements imposed by U.S. regulators in the future. The market prices of our Ordinary Shares
  and/or other securities could be adversely affected as a result of possible negative impacts of the HFCA Act and other similar rules and
  regulations.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Our Hong Kong subsidiaries could become
  subject to certain PRC laws if such laws are applied to Hong Kong.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The national laws of the PRC, including, but not
  limited to the Cybersecurity Review Measures that became effective on February 15, 2022, do not currently apply to our Hong Kong subsidiaries,
  except for those listed in the Basic Law of Hong Kong. However, due to changes in laws, regulations or policies, including how those laws,
  regulations or policies would be interpreted or implemented, and the national laws applicable in Hong Kong, the Basic Law might be revised
  in the future and our Hong Kong subsidiaries may be subject to certain PRC laws.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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">&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">Pursuant to Article 18 of the Basic Law of the
  Hong Kong Special Administrative Region of the PRC (the &ldquo;Basic Law&rdquo;), the laws in force in the Hong Kong Special Administrative
  Region shall be the Basic Law, the laws previously in force in Hong Kong as provided for in Article 8 of this Law, and the laws enacted
  by the legislature of the Region. National laws shall not be applied in the Hong Kong Special Administrative Region except for those listed
  in Annex III to the Basic Law. The laws listed therein shall be applied locally by way of promulgation or legislation by the Region. Also,
  regarding the Annex III and several Instruments of the Basic Law, National Laws, which have applied in Hong Kong until now are as following:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&ldquo;Resolution on the Capital, Calendar, National
  Anthem and National Flag of the PRC; Resolution on the National Day of the PRC; Declaration of the Government of the PRC on the Territorial
  Sea; Nationality Law of the PRC; Regulations of the PRC Concerning Diplomatic Privileges and Immunities; Law of the PRC on the National
  Flag; Regulations of the PRC Concerning Consular Privileges and Immunities; Law of the PRC on the National Emblem; Law of the PRC on the
  Territorial Sea and the Contiguous Zone; Law of the PRC on Garrisoning the Hong Kong Special Administrative Region; Law of the PRC on
  the Exclusive Economic Zone and the Continental Shelf; Law of the PRC on Judicial Immunity from Compulsory Measures Concerning the Property
  of Foreign Central Banks; and Law of the PRC on the National Anthem; Law of the PRC on Safeguarding National Security in the Hong Kong
  Special Administrative Region.&rdquo;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of the date of this report, the Hong Kong subsidiaries
  have not established any subsidiary or branch in mainland PRC and are not conducting any business operations in mainland PRC.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">However, due to changes in laws, regulations or
  policies, including how these laws, regulations or policies would be interpreted or implemented, the national laws applicable in Hong
  Kong in the Basic Law might be revised in the future.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Therefore, we cannot assure you that we will not
  be affected by the foregoing or relevant laws, regulations or policies in the future, if there are any changes to the foregoing laws,
  regulations and policies, or if any new laws, regulations, and policies are published. We could not guarantee that the relevant laws,
  regulations, or policies would not be applied retroactively, so we might face penalties, and our reputation and results of operations
  could be materially and adversely affected.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&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">&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"><B><I>&nbsp;</I></B></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 partly revised,
  or SAT Circular 37, which came into effect on December 1, 2017. The SAT Circular 37 further clarifies the practice and procedure of the
  withholding of non-resident enterprise income tax. SAT Circular 698 was repealed from the date SAT Circular 37 was enacted. Also, the
  SAT Circular 37 has been partially revised by the Announcement of the State Administration of Taxation on the Revision to Certain Taxation
  Regulatory Documents, namely Circular 31, which has been effective on June 15, 2018.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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 former
  PRC subsidiaries may be requested to assist in the filing under SAT Circular 7 and/or Circular 37. As a result, we may be required to
  expend valuable resources to comply with SAT Circular 7 and/or Circular 37 or to request the relevant transferors from whom we purchase
  taxable assets to comply with these circulars, or to establish that our Company should not be taxed under these circulars, which may have
  a material adverse effect on our financial condition and results of operations.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>&nbsp;</B></P>
  
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Risks Related to Singapore Government Regulations</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>Regulations on Payment Services in Singapore</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">Staking activities will be performed by one of
  our subsidiaries, Bit Digital Singapore Pte. Ltd. (&ldquo;BTSG&rdquo;) which is incorporated under the laws of the Republic of Singapore
  and currently does not possess any financial regulatory licenses.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">BTSG intends to use its own proprietary assets
  to trade and stake ETH, which is defined as a digital payment token (&ldquo;DPT&rdquo;) (as defined under the Payment Services Act 2019
  of Singapore (&ldquo;PS Act&rdquo;) with licensed or otherwise exempt third party service providers under applicable laws (including the
  PS Act or the Securities and Futures Act 2001 of Singapore (&ldquo;SFA&rdquo;)). BTSG&rsquo;s current business practices in Singapore
  are subject to the following regulatory risks, as described herein.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Monetary Authority of Singapore (&ldquo;MAS&rdquo;)
  regulates the provision of payment services in Singapore under the PS Act. Unless excluded or exempt, an entity must obtain the relevant
  license to carry on a business in providing regulated payment services under the PS Act, which include account issuance service, e-money
  issuance service, domestic money transfer service, cross-border money transfer service, merchant acquisition service, digital payment
  token service, and money-changing service.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Under the PS Act, licensees may be subject to
  obligations relating to general approval requirements for changes of control, appointment and removal of CEOs and directors, general notification
  and record-keeping requirements, audit requirements, base capital requirements, anti-money laundering requirements (see below), the requirement
  to furnish security (for a major payment institution), the requirement to safeguard customer monies (for a major payment institution),
  and other applicable requirements. Licensees are expected to implement certain systems, processes and controls in line with MAS&rsquo;
  Guidelines on Risk Management Practices applicable to financial institutions in Singapore. BTSG intends to trade and stake ETH on its
  own account, not to provide any payment service to customers and not to carry on a business of &ldquo;dealing in&rdquo; DPT as a service
  to any third-party. In particular, BTSG: (i) will use its own proprietary money for trading and/or staking (no customer money is used);
  (ii) will not trade or stake DPTs for or on behalf of customers; (iii) will not market or advertise that it provides any such service
  to customers; (iv) will not enter into trades with counterparties as a matter of course (e.g. at the customer&rsquo;s request) or stake
  DPT at a customer&rsquo;s request; (v) will only enter into trades or staking arrangements based on its own personal/proprietary needs;
  (vi) will not collect any fees from counterparties (instead, it is the counterparties that are service providers, providing services to
  BTSG); and (vii) will only trade or stake through or with licensed or licensed service providers. Accordingly, BTSG is unlikely to be
  regarded as carrying on a business in providing a &ldquo;digital payment token service&rdquo; under the PS Act&rsquo;s current regulatory
  regime.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">However, there remains a risk that MAS may take
  a more restrictive view, with the trading of ETH being construed as &ldquo;dealing in DPT&rdquo;, requiring a license under the PS Act.
  In addition, laws and regulations related to payments and financial services are evolving in Singapore, and changes in such laws and regulations
  could affect our business practices in the manner that we have done, expect to do, or at all. MAS could enact new regulations, change
  regulations that were previously adopted, modify, through supervision or enforcement, past regulatory guidance, or interpret existing
  regulations in a manner different or stricter than have been previously interpreted, any of which could adversely affect or require us
  to change BTSG&rsquo;s business practices in Singapore.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, 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>Regulations on Anti-money Laundering and
  Countering the Financing of Terrorism (&ldquo;AML/CFT&rdquo;)</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We and our partners who work with us are required
  to comply with certain anti-money laundering requirements in the jurisdictions where we and our partners operate. In Singapore, regulated
  financial institutions must comply with all applicable AML/CFT obligations, including the relevant AML/CFT Notices and Guidelines issued
  by MAS (e.g. the Notice PSN02 Prevention of Money Laundering and Countering the Financing of Terrorism &ndash; Digital Payment Token Service
  and the Guidelines to Notice PSN02 on Prevention of Money Laundering and Countering the Financing of Terrorism - Digital Payment Token
  Service). Among other things, the AML/CFT Notices require financial institutions to put in place robust controls to detect and deter the
  flow of illicit funds through Singapore&rsquo;s financial system, identify and know their customers (including beneficial owners), conduct
  regular account reviews, and to monitor and report any suspicious transaction.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The primary AML/CFT legislation in Singapore that
  are of general application are the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act, Chapter 84A of
  Singapore (the &ldquo;CDSA&rdquo;) and Terrorism (Suppression of Financing) Act, Chapter 325 of Singapore (the &ldquo;TSOFA&rdquo;). The
  CDSA provides for the confiscation of benefits derived from, and to combat, corruption, drug dealing and other serious crimes. Generally,
  the CDSA criminalizes the concealment or transfer of the benefits of criminal conduct as well as the knowing assistance of the concealment,
  transfer or retention of such benefits. The TSOFA criminalizes terrorism financing and prohibits any person in Singapore from dealing
  with or providing services to a terrorist entity, including those designated pursuant to the TSOFA. The CDSA and the TSOFA also require
  suspicious transaction reports to be lodged with the Suspicious Transaction Reporting Office. If any person fails to lodge the requisite
  reports under the CDSA and the TSOFA, it may be subject to criminal liability. In addition, financial institutions, non-financial institutions
  and individuals in Singapore are required to comply with financial sanction requirements in relation to individuals and entities designated
  by the United Nations.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As BTSG does not currently hold any financial
  regulatory licenses in Singapore, it only complies with the CDSA and the TSOFA, the primary AML/CFT legislation in Singapore that are
  of general application (and does not comply with PSN02 and the related guidelines). It is possible that financial institutions in Singapore
  may not be willing to offer financial services to BTSG due to concerns on the origin of BTSG&rsquo;s funds, from an AML/CFT perspective.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company expects to acquire digital assets
  on liquid, regulated exchanges with robust anti-money laundering (&ldquo;AML&rdquo;) and know-your-client (&ldquo;KYC&rdquo;) policies
  and procedures. However, there are no assurances that cryptocurrency trading platforms on which the Company transacts business will continue
  to operate effectively, maintain adequate liquidity or that their AML and KYC policies and procedures will be effective, which could negatively
  impact the Company and its ability to acquire or sell ETH and other digital assets.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">MAS could enact new regulations, change regulations
  that were previously adopted, modify, through supervision or enforcement, past regulatory guidance, or interpret existing regulations
  in a manner different or stricter than have been previously interpreted, any of which could adversely affect or require us to change BTSG&rsquo;s
  business practices in Singapore.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&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; text-align: center"></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>The nature of our business requires the
  application of complex financial accounting rules, and there is limited guidance from accounting standard setting bodies. If financial
  accounting standards undergo significant changes, our operating results 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">The accounting rules and regulations that we must
  comply with are complex and subject to interpretation by the Financial Accounting Standards Board (&ldquo;FASB&rdquo;), the SEC, and various
  bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have
  a significant effect on our reported financial results, and may even affect the reporting of transactions completed before the announcement
  or effectiveness of a change. Recent actions and public comments from the FASB and the SEC have focused on the integrity of financial
  reporting and internal controls. In addition, many companies&rsquo; accounting policies are being subject to heightened scrutiny by regulators
  and the public. Further, there have been limited precedents for the financial accounting of cryptoassets and related valuation and revenue
  recognition, and no official guidance has been provided by the FASB or the SEC. Uncertainties or changes in regulatory or financial accounting
  standards could result in the need to change our accounting methods and restate our financial statements and impair our ability to provide
  timely and accurate financial information, which could adversely affect our financial statements, result in a loss of investor confidence,
  and more generally impact our business, operating results, and financial condition.</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; background-color: white"><B>Risks Involving Intellectual Property </B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 63pt; background-color: white"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>We use certain&nbsp;open source technology&nbsp;in
  our business. We may face claims from open source licensors claiming ownership of, or demanding the release of, the technology and any
  other intellectual property that we developed using or derived from such&nbsp;open-source 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; text-indent: 0in">We utilize a combination of
  open-source and licensed third-party technologies in the development and operation of our cloud services. While open-source technologies
  enable rapid development and cost efficiencies, they also pose potential risks, such as security vulnerabilities, lack of long-term support,
  and legal risks related to licensing terms. Similarly, reliance on licensed third-party technologies may expose us to risks associated
  with changes in licensing terms, costs, or discontinuation of the licensed products.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, 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: 0in">We intend to continue to use&nbsp;open-source
  technology&nbsp;in the future. There is a risk that&nbsp;open-source technology&nbsp;licenses could be construed in a manner that imposes
  unanticipated conditions or restrictions on our ability to offer our products. Open source licensors may also decide to change the conditions
  on which they make their&nbsp;open-source technology&nbsp;available for our use. Additionally, we may face claims from open-source licensors
  claiming ownership of, or demanding the public release or free license of, the technology and any other intellectual property that it
  developed using or derived from such&nbsp;open source technology. The terms of many open source licenses have not been interpreted by
  United&nbsp;States courts. There is a risk that these licenses could be construed in a way that could impose unanticipated conditions
  or restrictions on our ability to commercialize our services. These claims could result in litigation and could require that we make our
  technology freely available, purchase a costly license or cease offering the implicated products or services unless and until we can re-engineer
  them to avoid infringement. This re-engineering process could require significant technology and product development resources, and we
  may not be able to complete the process successfully. Failure to adequately manage these risks could result in operational disruptions,
  legal liabilities, and adverse impacts on our business, results of operations, 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>Impact of advancements in AI on demand for
  AI and data centers may reduce the need for HPCs and AI-specific data center infrastructure, which could have an adverse effect on our
  business, results of operations, 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; text-indent: 0in">The AI industry is rapidly
  evolving, with continuous improvements in algorithms, software efficiencies, and hardware capabilities. Emerging AI technologies, such
  as demonstrated by DeepSeek, may allow for complex AI operations to be executed with significantly less computing power than is currently
  required. This reduction in computational intensity could decrease the demand for specialized computing and HPC data center services.
  If AI developers are able to achieve the same or better performance outcomes with more energy-efficient, cost-effective, or less resource-intensive
  technologies, they may adjust their need for large-scale, high capacity data center solutions. This shift could have an adverse effect
  on our business, results of operations, and financial condition. We continuously monitor industry trends and invest in innovation to mitigate
  these risks. However, there is no assurance that we will be able to anticipate or respond effectively to such changes, which could have
  an adverse effect on our business, results of operations, and financial condition.</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"><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 0pt 63pt; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  actively use specific hardware and software for our cloud services and colocation data center operations. 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, we intend 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 0pt 63pt; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  do not currently own, and do not have any current plans to seek, any patents in connection with our existing and planned 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 operations. 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 0pt 63pt; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 63pt; background-color: white"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 63pt; background-color: white"></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 63pt; background-color: white">&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 0pt 63.35pt; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Our
  internal systems rely on software that is highly technical and complex. In addition, our internal systems depend on the ability of such
  software to store, retrieve, process and manage immense amounts of data. The software on which we rely has contained, and may now or in
  the future contain, undetected errors or bugs. Some errors may only be discovered after the code has been released for external or internal
  use. Any errors, bugs or defects discovered in the software on which we rely could result in harm to our reputation, or liability for
  damages, any of which could adversely affect our business, results of operations and financial conditions.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 63pt; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>We do not have any patents protecting our
  intellectual property and 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 0pt 63pt; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  regard trademarks, domain names, know-how, proprietary technologies and similar intellectual property as critical to our success, and
  we rely on a combination of intellectual property laws and contractual arrangements, including confidentiality and non-compete agreements
  with our employees and others, to protect our proprietary rights. However, we do not have any patents protecting our intellectual property.
  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 0pt 63pt; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">Preventing
  any unauthorized use of our intellectual property is difficult and costly and the steps we take may be inadequate to prevent the misappropriation
  of our intellectual property. In the event that we resort to litigation to enforce our intellectual property rights, such litigation could
  result in substantial costs and a diversion of our managerial and financial resources. We can provide no assurance that we will prevail
  in such litigation. In addition, our trade secrets may be leaked or otherwise become available to, or be independently discovered by,
  our competitors. To the extent that our employees or consultants use intellectual property owned by others in their work for us, disputes
  may arise as to the rights in related know-how and inventions. Any failure in protecting or enforcing our intellectual property rights
  could have a material adverse effect on our business, financial condition and results of operations.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 63pt; background-color: white">&nbsp;</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 0pt 63pt; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  cannot be certain that our operations or any aspects of our business do not or will not infringe upon or otherwise violate trademarks,
  patents, copyrights, know-how or other intellectual property rights held by third parties. We may be, from time to time in the future,
  subject to legal proceedings and claims relating to the intellectual property rights of others. In addition, there may be third-party
  trademarks, patents, copyrights, know-how or other intellectual property rights that are infringed by our products, services or other
  aspects of our business without our awareness. Holders of such intellectual property rights may seek to enforce such intellectual property
  rights against us in China, the United States or other jurisdictions. If any third-party infringement claims are brought against us, we
  may be forced to divert management&rsquo;s time and other resources from our business and operations to defend against these claims, regardless
  of their merits. If we were found to have violated the intellectual property rights of others, we may be subject to liability for our
  infringement activities or may be prohibited from using such intellectual property, and we may incur licensing fees or be forced to develop
  alternatives of our own. Moreover, the intellectual property ownership and license rights, including copyright, surrounding AI technologies
  has not been fully addressed by courts or laws or regulations, and the use or adoption of AI technologies into our offerings may result
  in exposure to claims of copyright infringement or other intellectual property misappropriation. As a result, our business and results
  of operations may be materially and adversely affected.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>Issues in the development and use of AI
  may result in reputational or competitive harm or liability. </I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">We
  continue to incorporate AI into our cloud services and infrastructure, and we are also providing computing power for our customers to
  use in solutions that they build. We are providing supporting/computing power to clients, including our strategic partners who develop
  AI systems. We expect this integration of AI into our services and our business in general to grow. AI presents risks and challenges that
  could affect its adoption, and therefore our business. AI algorithms or training methodologies may be flawed or result inaccurate results
  or hallucinations. Datasets may be overbroad, insufficient, or contain biased information that could result in algorithmic discrimination.
  Content generated by AI systems may be offensive, illegal, or otherwise harmful or infringing of the rights of third parties. Ineffective
  or inadequate AI development or deployment practices by others could result in incidents that impair the acceptance of AI solutions or
  cause harm to individuals, customers, or society, or result in our services not working as intended. Human review of certain outputs or
  decisions may be required. As a result of these and other challenges associated with innovative technologies, our implementation of cloud
  services could subject us to competitive harm, regulatory action, legal liability, including under new proposed legislation regulating
  AI in jurisdictions, new applications of existing data protection, privacy, intellectual property, and other laws, and brand or reputational
  harm. Some AI scenarios present ethical issues or may have broad impacts on society. If we provide supporting/cloud services that have
  unintended consequences, unintended usage or customization by our customers and partners, or are controversial because of their impact
  on human rights, privacy, employment, or other social, economic, or political issues, we may experience brand or reputational harm, adversely
  affecting our business and combined financial statements as well as potential legal liability.</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>Risks Related to our Ordinary Shares</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; text-indent: 0in; background-color: white">The
  market price of our Ordinary Shares trade may fluctuate significantly due to a number of factors, some of which may be beyond our control.
  The increased volatility of our stock price may have a material adverse effect on our business, financial condition and results of operations.
  These factors include:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><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>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 103.85pt; text-indent: -0.25in">&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: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD><FONT STYLE="font-size: 10pt">actual or anticipated changes in our growth rate relative to our competitors;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&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: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD><FONT STYLE="font-size: 10pt">commercial success and market acceptance of AI infrastructure services;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 103.85pt; text-indent: -0.25in">&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: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD><FONT STYLE="font-size: 10pt">actions by our competitors, such as new business initiatives, acquisitions and divestitures;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 103.85pt; text-indent: -0.25in">&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: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD><FONT STYLE="font-size: 10pt">strategic transactions undertaken by us;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 103.85pt; text-indent: -0.25in">&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: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD><FONT STYLE="font-size: 10pt">additions or departures of key personnel;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 103.85pt; text-indent: -0.25in">&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: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD><FONT STYLE="font-size: 10pt">prevailing economic conditions;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 103.85pt; text-indent: -0.25in">&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: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD><FONT STYLE="font-size: 10pt">disputes concerning our intellectual property or other proprietary rights;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 103.85pt; text-indent: -0.25in">&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: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD><FONT STYLE="font-size: 10pt">sales of our Ordinary Shares by our officers, directors or significant shareholders;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 103.85pt; text-indent: -0.25in">&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: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD><FONT STYLE="font-size: 10pt">Other actions taken by our shareholders;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 103.85pt; text-indent: -0.25in">&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: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD><FONT STYLE="font-size: 10pt">future sales or issuances of equity or debt securities by us;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 103.85pt; text-indent: -0.25in">&nbsp;</P>
  
  
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 103.85pt"></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: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD><FONT STYLE="font-size: 10pt">business disruptions caused by earthquakes, tornadoes or other natural disasters;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 103.85pt; text-indent: -0.25in">&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: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD><FONT STYLE="font-size: 10pt">issuance of new or changed securities analysts&rsquo; reports or recommendations regarding us;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 103.85pt; text-indent: -0.25in">&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: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD><FONT STYLE="font-size: 10pt">legal proceedings involving our company, our industry or both;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 103.85pt; text-indent: -0.25in">&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: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD><FONT STYLE="font-size: 10pt">changes in market valuations of companies similar to ours;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 103.85pt; text-indent: -0.25in">&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: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD><FONT STYLE="font-size: 10pt">the prospects of the industry in which we operate;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 103.85pt; text-indent: -0.25in">&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: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD><FONT STYLE="font-size: 10pt">speculation or reports by the press or investment community with respect to us or our industry in general; </FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 103.85pt; text-indent: -0.25in">&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: 24px">&nbsp;</TD>
      <TD STYLE="width: 24px"><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD><FONT STYLE="font-size: 10pt">the level of short interest in our shares;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD><FONT STYLE="font-size: 10pt">changes in the regulatory and legal environment in which we operate; and</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD><FONT STYLE="font-size: 10pt">&#9679;</FONT></TD>
      <TD><FONT STYLE="font-size: 10pt">market conditions in the AI industry, and domestic and worldwide economy as a whole.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 63pt; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">In
  addition, the stock markets have recently and in the past 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 share has been volatile, holders of that share have sometimes instituted securities class action litigation against the issuer.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><I>We have a dual class share structure that
  allows our directors to issue preference shares that could be dilutive to your interests as an ordinary shareholder.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">Our authorized share
  capital is US$3,500,000 divided into 340,000,000 Ordinary Shares of par value US$0.01 each and 10,000,000 preference shares of par value
  US$0.01 each (&ldquo;preference shares&rdquo;). We currently have 1,000,000 preference shares issued and outstanding, with such preference
  shares entitled to fifty (50) votes per share and a preferred dividend at the annual rate of 8% of the original purchase price per preference
  share (subject to adjustments), as disclosed below.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">Our directors have the
  discretion to issue preference shares without shareholder approval. The issuance of preference shares could be dilutive to the interests
  of holders of Ordinary Shares which could cause the market price of our Ordinary Shares could be adversely affected.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">The terms of our preference
  shares are the same as our Ordinary Shares, except with respect to the following matters:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><I>Dividends. </I>The
  holders of our preference shares are entitled to receive, when, if and as paid or declared by the Directors, out of assets legally available
  therefor, prior and in preference to any declaration or payment of any dividend on our ordinary shares, dividends at the annual rate of
  eight percent (8%) of the original purchase price per preference share, as adjusted for any share combinations or subdivisions, bonus
  issues and similar recapitalization events (&quot;Recapitalization Events&quot;). The right to dividends on preference shares is not cumulative,
  and no right accrues to holders of preference shares by reason of the fact that dividends on said shares are not declared in any period,
  nor shall any undeclared or unpaid dividend bear or accrue interest.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><I>Liquidation / Insolvency
  Preference</I>. On a liquidation of the Company, the holder of any preference shares shall have the right to receive in preference to
  the holders of the ordinary shares, the greater of (A) the original purchase price of that preference share (adjusted for any Recapitalization
  Events) plus any declared but unpaid dividends thereon, but with no right to share in the distribution of any surplus assets of the Company,
  or (B) that amount that such preference share would have received had it been converted into an ordinary share pursuant to the conversion
  provisions in our Articles (as summarized below) on the day immediately prior to the date on which the Company entered liquidation. On
  an insolvency, liquidation or winding up of the Company, the holder of our preference shares shall be repaid in priority to the holders
  of our ordinary shares.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><I>Conversion</I>. Subject
  to the limitations summarized out below, the holder of any preference share may convert any preference shares held by them into ordinary
  shares of the Company on a one-for-one basis. The holder of any preference shares shall not be permitted to convert its preference shares
  into ordinary shares if such conversion would result in such holder being the registered owner of more than 4.99% of the issued ordinary
  shares of the Company.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><I>Enhanced voting rights</I>.
  For all matters relating to the Company requiring the votes of shareholder by a poll or by proxy, each preference share shall carry the
  equivalent number of votes as 50 ordinary shares.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><B><I>Our Chief Financial
  Officer and Chairman currently have voting power to control all significant corporate actions.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">Erke Huang, our Chief
  Financial Officer and a director, and Zhaohui Deng, our Chairman of the Board, collectively beneficially own 1,000,000 preferred shares,
  each having fifty (50) votes, which equals approximately 17.6%&nbsp;of the voting power of our 283,530,871 outstanding Ordinary Shares as
  of June 30, 2025 or approximately 15% of all votes cast on an as-converted basis. In 2021, the Board authorized the exchange of 1,000,000
  Ordinary Shares beneficially held by Messrs. Huang and Deng for an equivalent number of preferred shares to enable them to carry out the
  Company&rsquo;s business plan without the threat of a hostile takeover. Nevertheless, as a result of their shareholdings, Mr. Huang and
  Mr. Deng may be able to control the vote over decisions regarding mergers, consolidations and the sale of all or substantially all of
  our assets, the election of directors, and other significant corporate actions. They may take action that is not in the best interests
  of our other shareholders. This concentration of voting power may discourage or delay our Company, which could deprive our shareholders
  of an opportunity to receive a premium for their shares as part of the sale of our Company and might reduce the market price of our Ordinary
  Shares. These actions may be taken even if they are opposed by our other shareholders.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><B><I>The dual class
  structure of our authorized share capital may concentrate voting control with holders of our preference shares, should we issue any, and
  the holders of such preference shares may not be aligned with the interests of our other shareholders.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">For all matters relating
  to the Company requiring the votes of shareholder by a poll or by proxy, each preference share shall carry the equivalent number of votes
  as 50 ordinary shares.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">Holders of preference
  shares may be able to take actions that are not in the best interests of us or our other shareholders. These corporate actions may be
  taken even if they are opposed by our other shareholders. This may also frustrate or prevent any attempts by our shareholders to replace
  or remove our current management by making it more difficult for shareholders to replace members of our board of directors, which is responsible
  for appointing the members of our management. In addition, this may make an acquisition of us, which may be beneficial to our shareholders,
  more difficult and may prevent attempts by our shareholders to replace or remove our current management and limit the market price of
  our Ordinary Shares. Further, such concentration of voting power may discourage, prevent, or delay the consummation of recent change of
  control transactions that shareholders may consider favorable, including transactions in which shareholders might otherwise receive a
  premium for their shares.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><B><I>We defended and
  settled a securities class action litigation which resulted in significant costs for the Company.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">The market for our Ordinary
  Shares may have, when compared to seasoned issuers, significant price volatility, and we expect that our share price may continue to be
  more volatile than that of a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class
  action litigation against a company following periods of volatility in the market price of its securities. On January 20, 2021, a securities
  class action lawsuit was filed against the Company and its Chief Executive Officer and Chief Financial Officer titled&nbsp;<U>Anthony
  Pauwels v. Bit Digital, Inc., Min Hu and Erke Huang</U>&nbsp;(Case No. 1:21-cv-00515) (U.S.D.C. S.D.N.Y.). The class action was brought
  on behalf of persons that purchased or acquired our Ordinary Shares between December 21, 2020 and January 11, 2021, a period of volatility
  in our Ordinary Shares, as well as volatility in the price of bitcoin. On April 29, 2021, the Court consolidated several related cases
  under the caption&nbsp;<U>In re Bit Digital, Inc. Securities Litigation</U>. Joseph Franklin Monkam Nitcheu was appointed as lead plaintiff.
  On July 6, 2021, the lead plaintiff filed a consolidated class action complaint (the &ldquo;Amended Complaint&rdquo;). The Amended Complaint
  was still based primarily upon a January 11, 2021 short seller report and included, among other things, additional information concerning
  our previously discontinued peer to peer lending business. We filed a motion to dismiss the lawsuit and vigorously defended the action.
  While that motion was pending, the Company agreed with the lead plaintiff selected in the case to settle the class action by paying $2,100,000.
  The Company chose to do that to eliminate the burden, expense and uncertainties of further litigation. The Company continues to deny the
  allegations in the Amended Complaint and nothing in the settlement is evidence of any liability on the Company&rsquo;s behalf.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">On March 7, 2023, a final
  judgment in this matter was entered approving the settlement and certifying the class for purposes of enforcing the settlement and payment
  was then made by the Company.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><B><I>We have not paid
  Ordinary Share dividends in the past and do not anticipate paying cash dividends in the foreseeable future.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">We have never declared
  or paid any cash dividends with respect to our Ordinary Shares and do not intend to pay any cash dividends in the foreseeable future.
  The Preference Shares beneficially held by our Chairman of the Board and Chief Financial Officer provide for a preferential eight (8%)
  percent ($800,000) annual dividend when and if declared by the Board. On February 7, 2023, December 8, 2023, and December 20, 2024, the
  Board of Directors declared eight (8%) percent dividends on the preference shares to Geney Development Ltd., an entity beneficially owned
  by the Company&rsquo;s Chairman and Chief Financial Officer for the years ended December 31, 2022, 2023, and 2024. We currently plan to
  retain any future earnings to cover operating costs and otherwise fund the growth of our business. We cannot assure you that we would,
  at any time, generate sufficient surplus cash that would be available for distribution to the holders of our Ordinary Shares as a dividend.
  As a result, capital appreciation, if any, of our Ordinary Shares will be the sole source of gain for the foreseeable future. There is
  no guarantee that our Ordinary Shares will appreciate in value or even maintain the price at which a shareholder purchased such shareholder&rsquo;s
  shares.&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><B><I>We may be unable
  to comply with the applicable continued listing requirements of the Nasdaq Capital Market, which may adversely impact our access to capital
  markets and may cause us to default under certain of our agreements.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">Our Ordinary Shares are
  currently traded on the Nasdaq Capital Market. Nasdaq rules require us to maintain a minimum closing bid price of $1.00 per Ordinary Share.
  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; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">In the event that our
  Ordinary Shares are delisted from Nasdaq and are not eligible for quotation or listing on another market or exchange, trading of our Ordinary
  Shares could be conducted only on the over-the-counter market or on an electronic bulletin board established for unlisted securities,
  such as the OTC. In such event, it could become more difficult to dispose of, or obtain accurate price quotations for, our Ordinary Shares,
  and there would likely also be a reduction in our coverage by securities analysts and the news media, which could cause the price of our
  Ordinary Shares to decline further. In addition, our ability to raise additional capital may be severely impacted if our shares are delisted
  from Nasdaq, which may negatively affect our business plans and the results of our operations.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><B><I>If securities or
  industry analysts do not publish research or publish unfavorable research about our business, our share price and trading volume could
  decline</I>.</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">The trading market for
  our Ordinary Shares will be influenced by whether industry or securities analysts publish research and reports about us, our business,
  our market or our competitors and, if any analysts do publish such reports, what they publish in those reports. We may not obtain or maintain
  analyst coverage in the future. Any analysts that do cover us may make adverse recommendations regarding our shares, adversely change
  their recommendations from time to time and/or provide more favorable relative recommendations about our competitors. If analysts who
  may cover us in the future were to cease coverage of our company or fail to regularly publish reports on us, or if analysts fail to cover
  us or publish reports about us at all, we could lose (or never gain) visibility in the financial markets, which in turn could cause the
  share price of our Ordinary Shares or trading volume to decline. Moreover, if our operating results do not meet the expectations of the
  investor community, one or more of the analysts who cover our Company may change their recommendations regarding our Company, and our
  share price could decline.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><B><I>You may face difficulties
  in protecting your interests as a shareholder, as Cayman Islands law provides different protections when compared to the laws of the United
  States and it may be difficult for a shareholder of ours to effect service of process or to enforce judgements obtained in the U.S. courts.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">Our corporate affairs
  are governed by our amended and restated memorandum and articles of association and by the Companies Act (Revised) of the Cayman Islands
  and common law of the Cayman Islands. The rights of shareholders to take legal action against our directors and us, actions by minority
  shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the
  common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent
  in the Cayman Islands, as well as from English common law. Appeals from the Cayman Islands Courts to 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. Decisions of courts in other Commonwealth jurisdictions are similarly of persuasive,
  but not binding authority. 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 different body of securities laws as compared to the United States and provide less protection to investors. In addition,
  Cayman Islands companies may not have standing to initiate a shareholder derivative action before the U.S. federal courts. The Cayman
  Islands courts are also unlikely (i)&nbsp;to recognize or enforce against us judgments of courts of the United States obtained against
  us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state
  in the United States; and (ii)&nbsp;in original actions brought in the Cayman Islands, to impose liabilities against us or our directors
  or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States,
  so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is currently no statutory
  enforcement or treaty between the United States and the Cayman Islands providing for enforcement of judgments obtained in the United States.
  The courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without
  retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation
  to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman
  Islands, such judgment must be final and conclusive, given by a court of competent jurisdiction (the courts of the Cayman Islands will
  apply the rules of Cayman Islands private international law to determine whether the foreign court is a court of competent jurisdiction),
  and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable
  on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public
  policy of the Cayman Islands. Furthermore, it is uncertain that Cayman Islands courts would enforce: (1)&nbsp;judgments of U.S. courts
  obtained in actions against us or other persons that are predicated upon the civil liability provisions of the U.S. federal securities
  laws; or (2)&nbsp;original actions brought against us or other persons predicated upon the Securities Act. There is also uncertainty with
  regard to Cayman Islands law relating to whether a judgment obtained from the U.S. courts under civil liability provisions of the securities
  laws will be determined by the courts of the Cayman Islands as penal or punitive in nature. A Cayman Islands Court may stay enforcement
  proceedings if concurrent proceedings are being brought elsewhere.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">As a result of all of
  the above, our shareholders may have more difficulty in protecting their interests through actions against us or our officers, directors
  or major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><B><I>You may experience
  difficulties in effecting service of legal process and enforcing judgments against us and our management, and the ability of U.S. authorities
  to bring actions abroad.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">Currently, a substantial
  portion of our operations and personnel are located outside the United States, in Canada and Iceland. All but one member of our Board
  of Directors are nationals or residents of jurisdictions other than the United States, and a substantial portion, if not all, of their
  assets are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the
  United States upon these persons, or to enforce against us or them judgments obtained in U.S. courts, including judgments predicated upon
  the civil liability provisions of the securities laws of the United States or any state in the United States. Foreign countries may have
  no arrangement for the reciprocal enforcement of judgments with the United States. As a result, recognition and enforcement in a foreign
  country of judgments of a court in the United States and any of the other jurisdictions in relation to any matter not subject to a binding
  arbitration provision may be difficult or impossible. Even if you sue successfully in a U.S. court or any other jurisdictions, you may
  not be able to collect on such judgment against us or our directors and officers. In addition, the SEC, the U.S. Department of Justice
  and other U.S. authorities may also have difficulties in bringing and enforcing actions against us or our directors or officers outside
  the United States.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><B><I>Potential of Our
  Being Classified as a Passive Foreign Investment Company</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">Generally, if for any
  taxable year 75% or more of the Company&rsquo;s gross income is passive income, or at least 50% of the average quarterly value of the
  Company&rsquo;s assets are held for the production of, or produce, passive income, the Company would be characterized as a passive foreign
  investment company (&ldquo;PFIC&rdquo;) for U.S. federal income tax purposes. While the Company&rsquo;s Management has obtained a third-party
  analysis for 2024 and does not believe that the Company should be classified as a PFIC for 2024, PFIC status is determined annually, and
  whether the Company will be a PFIC for any future taxable year is uncertain. Moreover, the Company is not committing to determine whether
  it is or is not a PFIC on an annual basis. If the Company is characterized as a PFIC, United States holders of Ordinary Shares may suffer
  adverse tax consequences, including the treatment of gains realized on the sale of Ordinary Shares as ordinary income, rather than as
  capital gain, the loss of the preferential income tax rate applicable to dividends received on Ordinary Shares by individuals who are
  United States holders, and the addition of interest charges to the tax on such gains and certain distributions. A United States shareholder
  of a PFIC generally may mitigate these adverse U.S. federal income tax consequences by making a Qualified Electing Fund (&ldquo;QEF&rdquo;)
  election or, to a lesser extent, a mark-to-market election. The Company does not intend to provide the information necessary for a United
  States shareholder to make a QEF election if the Company is classified as a PFIC for any year.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><B><I>Your percentage
  of ownership in the Company may be diluted in the future.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">In the future, your percentage
  ownership in the Company may be diluted because of equity awards that we will be granting to our directors, officers and employees or
  otherwise as a result of equity issuances for acquisitions or capital market transactions. Such awards will have a dilutive effect on
  our earnings per share which could adversely affect the market price of or Ordinary Shares. From time to time, we will issue additional
  stock-based awards to our employees under our employee benefits plans.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">In addition, our amended
  and restated memorandum and articles of association authorizes it to issue, without the approval of its shareholders, preference shares
  of par value US$0.01 in the capital of the Company, which have enhanced rights relative to Ordinary Shares, including with respect to
  dividends, liquidation preferences and voting. Accordingly, Preference Shares could affect the value of our Ordinary Shares. See &ldquo;<I>We
  have a dual class share structure that allows our directors to issue preference shares that could be dilutive to your interests as an
  ordinary shareholder</I>.&rdquo;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><B><I>We do not expect
  to pay or declare dividends on our Ordinary Shares.</I></B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">The timing, declaration,
  amount and payment of any Ordinary Share dividends is within the discretion of our board of directors, and depends upon many factors,
  including our financial condition, earnings, capital requirements of our operating subsidiaries, covenants associated with certain of
  our potential debt service obligations, legal requirements, regulatory constraints, industry practice, ability to access capital markets,
  and other factors deemed relevant. Therefore, holders of our Ordinary Shares may not receive any return on their investment in our Ordinary
  Shares unless and until the value of such Ordinary Shares increases and if they are able to sell such Ordinary Shares, and there is no
  assurance that any of the foregoing will occur. Moreover, if WhiteFiber determines to pay any dividend in the future, there can be no
  assurance that it will continue to pay such dividends or the amount of such dividends.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center; background-color: white"><B><A NAME="a_007"></A>SPECIAL NOTE REGARDING
  FORWARD-LOOKING STATEMENTS</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">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 10-K, our most recent Quarterly Reports on Form 10-Q and
  any subsequent Current Reports on Form 8-K and Proxy Statements 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; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">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; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; background-color: white"><B><A NAME="a_008"></A>ENFORCEABILITY OF CIVIL
  LIABILITIES</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">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; background-color: white">&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; text-align: justify">&nbsp;</TD>
      <TD STYLE="width: 24px; text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">political and economic stability;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">an effective judicial system;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">a favorable tax system;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">the absence of exchange control or currency restrictions; and</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; 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; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">Our corporate affairs
  are governed by our amended and restated memorandum and articles of association and by the Companies Act (Revised) of the Cayman Islands
  and common law of the Cayman Islands. The rights of shareholders to take legal action against our directors and us, actions by minority
  shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the
  common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent
  in the Cayman Islands as well as from English common law. Appeals from the Cayman Islands Courts to the Privy Council (which is the final
  court of appeal for British overseas territories, such as the Cayman Islands) are binding on courts 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. Decisions of courts in other Commonwealth jurisdictions are similarly of persuasive
  but not binding authority. 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 different body of securities laws as compared to the United States and provide less protection to investors. In addition,
  Cayman Islands companies may not have standing to initiate a shareholder derivative action before the U.S. federal courts. The Cayman
  Islands courts are also unlikely (i)&nbsp;to recognize or enforce against us judgments of courts of the United States obtained against
  us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state
  in the United States; and (ii)&nbsp;in original actions brought in the Cayman Islands, to impose liabilities against us or our directors
  or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States,
  so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is currently no statutory
  enforcement or treaty between the United States and the Cayman Islands providing for enforcement of judgments obtained in the United States.
  The courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without
  retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation
  to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman
  Islands, such judgment must be final and conclusive, given by a court of competent jurisdiction (the courts of the Cayman Islands will
  apply the rules of Cayman Islands private international law to determine whether the foreign court is a court of competent jurisdiction),
  and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable
  on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public
  policy of the Cayman Islands. Furthermore, it is uncertain that Cayman Islands courts would enforce: (1)&nbsp;judgments of U.S. courts
  obtained in actions against us or other persons that are predicated upon the civil liability provisions of the U.S. federal securities
  laws; or (2)&nbsp;original actions brought against us or other persons predicated upon the Securities Act. There is also uncertainty with
  regard to Cayman Islands law relating to whether a judgment obtained from the U.S. courts under civil liability provisions of the securities
  laws will be determined by the courts of the Cayman Islands as penal or punitive in nature. A Cayman Islands Court may stay enforcement
  proceedings if concurrent proceedings are being brought elsewhere.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">As a result of all of
  the above, our shareholders may have more difficulty in protecting their interests through actions against us or our officers, directors
  or major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><I>You may experience
  difficulties in effecting service of legal process and enforcing judgments against us and our management, and the ability of U.S. authorities
  to bring actions abroad.</I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">Currently, a substantial
  portion of our operations and personnel are located outside the United States in Canada and Iceland. A majority of the members of our
  Board of Directors are nationals or residents of jurisdictions other than the United States, and a substantial portion, if not all, of
  their assets are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within
  the United States upon these persons, or to enforce against us or them judgments obtained in U.S. courts, including judgments predicated
  upon the civil liability provisions of the securities laws of the United States or any state in the United States. Foreign countries may
  have no arrangement for the reciprocal enforcement of judgments with the United States. As a result, recognition and enforcement in a
  foreign country of judgments of a court in the United States and any of the other jurisdictions in relation to any matter not subject
  to a binding arbitration provision may be difficult or impossible. Even if you sue successfully in a U.S. court or any other jurisdictions,
  you may not be able to collect on such judgment against us or our directors and officers. In addition, the SEC, the U.S. Department of
  Justice and other U.S. authorities may also have difficulties in bringing and enforcing actions against us or our directors or officers
  outside the United States.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">We have appointed Corporation
  Service Company located at 19 West 44th 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; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">Ogier (Cayman) LLP, our
  counsel as to Cayman Islands law, and Tian Yuan Law Firm, our counsel as to PRC law, have advised us, respectively, that there is uncertainty
  as to whether the courts of the Cayman Islands and China, respectively, would recognize or enforce judgments of United States courts obtained
  against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or
  any state in the United States; or entertain original actions brought in each respective jurisdiction against us or our directors or officers
  predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, so far as
  the liabilities imposed by those provisions are penal in nature.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="text-align: justify; margin: 0pt 0">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; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; background-color: white"><B><A NAME="a_009"></A>USE OF PROCEEDS</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">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; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; background-color: white"><B><A NAME="a_010"></A>SELLING SECURITYHOLDERS</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">The shares offered by
  this prospectus are being registered for reoffers and resales by the Selling Securityholders, who may acquire such shares pursuant to
  the exercise of options and Awards granted under the Plan. All of the Ordinary Shares registered for sale under this reoffer prospectus
  will be owned, prior to the offer and sale of such shares, by certain of our employees, non-employee directors, executive officers and
  consultants. The persons listed below (the &ldquo;Selling Securityholders&rdquo;) are deemed to be the &ldquo;affiliates&rdquo; of the
  Company. We are registering the Ordinary Shares covered by this reoffer prospectus for the Selling Securityholders. As used in this reoffer
  prospectus, &ldquo;Selling Securityholders&rdquo; includes the pledges, donees, transferees or others who may later hold the Selling Securityholders&rsquo;
  interests. The Selling Securityholders named below may resell all, a portion or none of such shares from time to time. In addition, certain
  non-affiliates of the Company, not named in the following table, who hold less than the lesser of 1,000 shares or 1% of the shares issuable
  under a plan may also use this prospectus to sell up to that amount of shares acquired by them pursuant to the exercise of options or
  other Awards granted to them under the Plan.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">The following table sets
  forth, with respect to each Selling Securityholder, based upon information available to us as of June [&#9679;], 2025, 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; background-color: white">&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; text-align: center; border-bottom: Black 1.5pt solid">Selling Securityholder</TD><TD STYLE="font-weight: bold; padding-bottom: 1.5pt">&nbsp;</TD>
      <TD COLSPAN="2" STYLE="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">Shares Owned <BR> Prior to the <BR> Sale (1)</TD><TD STYLE="padding-bottom: 1.5pt; font-weight: bold">&nbsp;</TD><TD STYLE="font-weight: bold; padding-bottom: 1.5pt">&nbsp;</TD>
      <TD COLSPAN="2" STYLE="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">Percentage of <BR> Shares Owned <BR> Prior to the <BR> Sale</TD><TD STYLE="padding-bottom: 1.5pt; font-weight: bold">&nbsp;</TD><TD STYLE="font-weight: bold; padding-bottom: 1.5pt">&nbsp;</TD>
      <TD COLSPAN="2" STYLE="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">Shares <BR> Registered</TD><TD STYLE="padding-bottom: 1.5pt; font-weight: bold">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
      <TD STYLE="width: 64%; text-align: justify">David Andre (2)</TD><TD STYLE="width: 1%">&nbsp;</TD>
      <TD STYLE="width: 1%; text-align: left">&nbsp;</TD><TD STYLE="width: 9%; text-align: right">135,135</TD><TD STYLE="width: 1%; text-align: left">(3)</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"></TD><TD STYLE="width: 1%">&nbsp;</TD>
      <TD STYLE="width: 1%; text-align: left">&nbsp;</TD><TD STYLE="width: 9%; text-align: right">135,135</TD><TD STYLE="width: 1%; text-align: left">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: bottom; background-color: White">
      <TD STYLE="text-align: justify">Billy Krassakopoulos (4)</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">1,108,672</TD><TD STYLE="white-space: nowrap; text-align: left">(10)(11)</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">*</FONT></TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">1,108,672</TD><TD STYLE="text-align: left">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: justify">Simon Hamelin-Choquette (5)</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">831,504</TD><TD STYLE="text-align: left">(10)(11)</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">*</FONT></TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">831,504</TD><TD STYLE="text-align: left">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: bottom; background-color: White">
      <TD STYLE="text-align: justify">Roberto D&rsquo;Errico (6)</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">692,326</TD><TD STYLE="text-align: left">(10)(11)</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">*</FONT></TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">692,326</TD><TD STYLE="text-align: left">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: justify">Daniel Jonsson (7)</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">20,000</TD><TD STYLE="text-align: left">(13)</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">*</FONT></TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">20,000</TD><TD STYLE="text-align: left">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: bottom; background-color: White">
      <TD STYLE="text-align: justify">Bryan Ng (8)</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">20,000</TD><TD STYLE="text-align: left">(12)</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">*</FONT></TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">20,000</TD><TD STYLE="text-align: left">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
      <TD STYLE="text-align: justify">David Bayle (9)</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">8,326</TD><TD STYLE="text-align: left">(11)</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">*</FONT></TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
      <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">8,326</TD><TD STYLE="text-align: left">&nbsp;</TD></TR>
    </TABLE>
  
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><TR STYLE="vertical-align: top; text-align: justify">
  <TD STYLE="width: 0in"></TD><TD STYLE="width: 0.25in; text-align: left"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">*</FONT></TD><TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Less
  than one (1%) percent of the 283,530,871 issued and outstanding Ordinary Shares as of June 30, 2025.</FONT></TD>
  </TR></TABLE>
  
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><TR STYLE="vertical-align: top; text-align: justify">
  <TD STYLE="width: 0in"></TD><TD STYLE="width: 0.25in; text-align: left"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1)</FONT></TD><TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Based
  on 283,530,871 Ordinary Shares issued and outstanding as of June 30, 2025 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.</FONT></TD>
  </TR></TABLE>
  
  <P STYLE="text-align: justify; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><TR STYLE="vertical-align: top; text-align: justify">
  <TD STYLE="width: 0in"></TD><TD STYLE="width: 0.25in; text-align: left"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">(2)</FONT></TD><TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">David
  Andre is a director of the Company&rsquo;s subsidiary WhiteFiber Inc.</FONT></TD>
  </TR></TABLE>
  
  <P STYLE="text-align: justify; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><TR STYLE="vertical-align: top; text-align: justify">
  <TD STYLE="width: 0in"></TD><TD STYLE="width: 0.25in; text-align: left"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">(3)</FONT></TD><TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Consists
  of 135,135 Ordinary Shares issuable upon exercise of Restricted Stock Units (RSUs) awarded under Mr. Andre&rsquo;s Director Agreement
  dated April 15, 2025.&nbsp;&nbsp;These RSUs vest quarterly over a one-year period.</FONT></TD>
  </TR></TABLE>
  
  <P STYLE="text-align: justify; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><TR STYLE="vertical-align: top; text-align: justify">
  <TD STYLE="width: 0in"></TD><TD STYLE="width: 0.25in; text-align: left"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">(4)</FONT></TD><TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Billy
  Krassakopoulos is President of WhiteFiber and CEO of the Company&rsquo;s subsidiary, Enovum Data Centers Corp (&ldquo;Enovum&rdquo;)</FONT></TD>
  </TR></TABLE>
  
  <P STYLE="text-align: justify; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><TR STYLE="vertical-align: top; text-align: justify">
  <TD STYLE="width: 0in"></TD><TD STYLE="width: 0.25in; text-align: left"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">(5)</FONT></TD><TD STYLE="text-align: justify">Simon Hamelin-Choquette is Head of Data Centers Strategy for
  Enovum.</TD>
  </TR></TABLE>
  
  <P STYLE="text-align: justify; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><TR STYLE="vertical-align: top; text-align: justify">
  <TD STYLE="width: 0in"></TD><TD STYLE="width: 0.25in; text-align: left"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">(6)</FONT></TD><TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Robert
  D&rsquo;Errico is Chief Financial Officer of Enovum.</FONT></TD>
  </TR></TABLE>
  
  <P STYLE="text-align: justify; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><TR STYLE="vertical-align: top; text-align: justify">
  <TD STYLE="width: 0in"></TD><TD STYLE="width: 0.25in; text-align: left"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">(7)</FONT></TD><TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Daniel
  Jonsson is the Chief Executive Officer of the Company&rsquo;s subsidiary, WhiteFiber Iceland ehf.</FONT></TD>
  </TR></TABLE>
  
  <P STYLE="text-align: justify; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><TR STYLE="vertical-align: top; text-align: justify">
  <TD STYLE="width: 0in"></TD><TD STYLE="width: 0.25in; text-align: left"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">(8)</FONT></TD><TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Bryan
  Ng is Senior Accounting Manager in Singapore.</FONT></TD>
  </TR></TABLE>
  
  <P STYLE="text-align: justify; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><TR STYLE="vertical-align: top; text-align: justify">
  <TD STYLE="width: 0in"></TD><TD STYLE="width: 0.25in; text-align: left"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">(9)</FONT></TD><TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">David
  Bayle is the CTO of Enovum Data Centers Corp. (&ldquo;Enovum&rdquo;).</FONT></TD>
  </TR></TABLE>
  
  <P STYLE="text-align: justify; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><TR STYLE="vertical-align: top; text-align: justify">
  <TD STYLE="width: 0in"></TD><TD STYLE="width: 0.25in; text-align: left"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">(10)</FONT></TD><TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Includes
  1,094,399 Ordinary Shares issuable to Billy Krassakopoulos, 820,799 Ordinary Shares issuable to Simon Hamelin-Choquette and 684,000 Ordinary
  Shares issuable to Roberto D&rsquo;Errico, upon exercise RSUs initially authorized on October 11, 2024 in connection with the Company&rsquo;s
  acquisition of Enovum and amended under an award dated as of June 17, 2025 which becomes effective upon the effective date of the registration
  statement of which this prospectus forms a part.&nbsp;&nbsp;</FONT></TD>
  </TR></TABLE>
  
  <P STYLE="text-align: justify; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><TR STYLE="vertical-align: top; text-align: justify">
  <TD STYLE="width: 0in"></TD><TD STYLE="width: 0.25in; text-align: left"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">(11)</FONT></TD><TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Includes
  14,273 Ordinary Shares issuable to Billy Krassakopoulos, 10,705 Ordinary Shares issuable to Simon Hamelin-Choquette, 8,326 Ordinary Shares
  issuable to Robert D&rsquo;Errico and 8,326 Ordinary Shares issuable to David Bayle. These RSUs vest quarterly for four years with a one year cliff.</FONT></TD>
  </TR></TABLE>
  
  <P STYLE="text-align: justify; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><TR STYLE="vertical-align: top; text-align: justify">
  <TD STYLE="width: 0in"></TD><TD STYLE="width: 0.25in; text-align: left"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">(12)</FONT></TD><TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">These
  RSUs vest quarterly over a four-year period.</FONT></TD>
  </TR><TR STYLE="vertical-align: top; text-align: justify">
  <TD>&nbsp;</TD><TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: justify">&nbsp;</TD></TR>
       <TR STYLE="vertical-align: top; text-align: justify">
  <TD>&nbsp;</TD><TD STYLE="text-align: left"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">(13)</FONT></TD><TD STYLE="text-align: justify">These RSUs vest immediately.</TD></TR>
       </TABLE>
  
  
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"></P>
  
  <!-- Field: Page; Sequence: 79; Value: 1 -->
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; background-color: white"><B><A NAME="a_011"></A>PLAN OF DISTRIBUTION</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">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; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">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
  pri4ces 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; background-color: white">&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: 24px; text-align: justify">&nbsp;</TD>
      <TD STYLE="width: 24px; text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; 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 STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; 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 STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">purchases by a broker-dealer, as principal, and a subsequent resale by the broker-dealer for its account;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&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: 24px; text-align: justify">&nbsp;</TD>
      <TD STYLE="width: 24px; text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; 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 STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">an exchange distribution in accordance with the rules of the applicable exchange;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">privately negotiated transactions;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">in transactions otherwise than on such exchanges or in the&nbsp;over-the-counter&nbsp;market;</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">through a combination of any such methods; or</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&#9679;</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif; 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; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">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; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">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; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">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; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">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)&nbsp;the name of each of such Selling Securityholder and the participating broker-dealers, (b)&nbsp;the
  number of shares involved, (c)&nbsp;the price at which such shares are being sold, (d)&nbsp;the commissions paid or the discounts or concessions
  allowed to such broker-dealers, (e)&nbsp;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)&nbsp;other facts material to the transaction.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">In addition to any such
  number of shares sold hereunder, a Selling Securityholder may, at the same time, sell any shares, including the shares offered by this
  prospectus, owned by such person in compliance with all of the requirements of Rule 144 under the Securities Act, regardless of whether
  such shares are covered by this prospectus.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">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; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">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; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">The Selling Securityholders
  and any broker-dealers or agents that are involved in selling the shares may be deemed to be &ldquo;underwriters&rdquo; within the meaning
  of the Securities Act in connection with such sales. In such event any commissions received by such broker-dealers or agents and any profit
  on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Discounts,
  concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of securities will be paid by the selling
  shareholder and/or the purchasers. The Ordinary Shares are listed on the Nasdaq Capital Market under the symbol &ldquo;BTBT.&rdquo;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white"></P>
  
  <!-- Field: Page; Sequence: 80; Value: 1 -->
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">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; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">In order to comply with
  the securities laws of some states, Ordinary Shares sold in those jurisdictions may only be sold through registered or licensed brokers
  or dealers. In addition, in some states, Ordinary Shares may not be sold unless the Ordinary Shares have been registered or qualified
  for sale in that state or an exemption from registration or qualification is available and is complied with. The compensation paid to
  a particular broker-dealer may be less than or in excess of customary commissions. We cannot presently estimate the amount of compensation
  that any agent will receive. Each Selling Securityholder has represented and warranted to us that it acquired the securities subject to
  this registration statement in the ordinary course of such Selling Securityholder&rsquo;s business and, at the time of its purchase of
  such securities such Selling Securityholder had no agreements or understandings, directly or indirectly, with any person to distribute
  any such securities.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">We have advised each
  Selling Securityholder that it may not use shares registered on this registration statement to cover short sales of shares made prior
  to the date on which this registration statement shall have been declared effective by the SEC. If a Selling Securityholder uses this
  prospectus for any sale of the shares, it will be subject to the prospectus delivery requirements of the Securities Act. The Selling Securityholders
  will be responsible to comply with the applicable provisions of the Securities Act and Exchange Act, and the rules and regulations thereunder
  promulgated, including, without limitation, Regulation M, as applicable to such Selling Securityholders in connection with resales of
  their respective shares under this registration statement.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">We are required to pay
  all fees and expenses incident to the registration of the shares, other than commissions and discounts of underwriters, dealers or agents,
  but we will not receive any proceeds from the sale of the shares. We have agreed to indemnify the Selling Securityholders against certain
  losses, claims, damages and liabilities, including liabilities under the Securities Act.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">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; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; background-color: white"><B><A NAME="a_012"></A>DESCRIPTION OF SECURITIES
  TO BE REGISTERED</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">We are a Cayman Islands
  exempted company and our affairs are governed by our memorandum and articles of association (the &ldquo;Articles&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; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">Our authorized share
  capital is US$3,500,000 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 June 30, 2025, there were 283,530,871 ordinary shares and 1,000,000 preference shares issued and outstanding.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">O<B>rdinary Shares</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><I>&nbsp;</I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><I>Dividends.</I>&nbsp;Subject
  to the provisions of the Companies Act and any rights attaching to any class or classes of shares (including our preference shares) under
  and in accordance with the Articles:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in; background-color: white">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 48px">&nbsp;</TD>
      <TD STYLE="width: 24px; text-align: justify; font-size: 10pt"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">(a)</FONT></TD>
      <TD STYLE="text-align: justify; font-size: 10pt"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">the directors may declare dividends or distributions out of our funds which are lawfully available for that purpose; and</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&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: 48px">&nbsp;</TD>
      <TD STYLE="width: 24px; text-align: justify; font-size: 10pt"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">(b)</FONT></TD>
      <TD STYLE="text-align: justify; font-size: 10pt"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">our shareholders may, by ordinary resolution, declare dividends but no such dividend shall exceed the amount recommended by the directors.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">Subject to the requirements
  of the Companies Act regarding the application of a company&rsquo;s share premium account and with the sanction of an ordinary resolution,
  dividends may also be declared and paid out of any share premium account. The directors when paying dividends to shareholders may make
  such payment either in cash or in specie.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><I>Voting Rights.</I>&nbsp;The
  holders of our ordinary shares are entitled to one vote per share, including for the election of directors. Voting at any meeting of shareholders
  is by show of hands unless a poll is demanded. On a show of hands, every shareholder present in person or by proxy shall have one vote.
  On a poll, every shareholder entitled to vote (in person or by proxy) shall have one vote for each share for which he is the holder. A
  poll may be demanded by the chairman or one or more shareholders present in person or by proxy holding not less than fifteen percent of
  the paid-up capital of the Company entitled to vote. A quorum required for a meeting of shareholders consists of shareholders who hold
  at least one-third of our outstanding shares entitled to vote at the meeting present in person or by proxy. A proxy form will accompany
  any notice of general meeting convened by the directors to facilitate the ability of shareholders to vote by proxy.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">Any ordinary resolution
  to be made by the shareholders requires the affirmative vote of a simple majority of the votes cast in a general meeting (including votes
  cast by holders of our preference shares), while a special resolution requires the affirmative vote of no less than two-thirds of the
  votes cast (including votes cast by holders of our preference shares). Under Cayman Islands law, some matters, such as amending the memorandum
  and articles, changing the name or resolving to be registered by way of continuation in a jurisdiction outside the Cayman Islands, require
  approval of shareholders by a special resolution.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"></P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">There are no limitations
  on non-residents or foreign shareholders in the memorandum and articles to hold or exercise voting rights on the ordinary shares imposed
  by foreign law or by the charter or other constituent document of our company. However, no person will be entitled to vote at any general
  meeting or at any separate meeting of the holders of the ordinary shares unless the person is registered as of the record date for such
  meeting and unless all calls or other sums presently payable by the person in respect of ordinary shares in the Company have been paid.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><I>&nbsp;</I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><I>Winding Up; Liquidation.</I>&nbsp;Upon
  the winding up of our company, after the full amount that holders of any issued shares ranking senior to the ordinary shares as to distribution
  on liquidation or winding up are entitled to receive has been paid or set aside for payment, the holders of our ordinary shares are entitled
  to receive any remaining assets of the Company available for distribution as determined by the liquidator. The assets received by the
  holders of our ordinary shares in a liquidation may, with the sanction of a special resolution and any other sanction required by the
  Companies Act, consist in whole or in part of property, which is not required to be of the same kind for all shareholders.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><I>&nbsp;</I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><I>Calls on ordinary
  shares and Forfeiture of ordinary shares.</I>&nbsp;Our board of directors may from time to time make calls upon shareholders for any amounts
  unpaid on their ordinary shares in a notice served to such shareholders at least 14 days prior to the specified time and place of payment.
  Any ordinary shares that have been called upon and remain unpaid are subject to forfeiture.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><I>&nbsp;</I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><I>Redemption of ordinary
  shares.</I>&nbsp;We may, subject to obtaining the necessary approvals under our memorandum and articles of association, issue shares that
  are, or at our option or at the option of the holders are, subject to redemption. Under the Companies Act, shares of a Cayman Islands
  exempted company may be redeemed or repurchased out of profits of the company, out of the proceeds of a fresh issue of shares made for
  that purpose or out of capital, provided the memorandum and articles of association authorize this ( and any necessary approvals thereunder
  are duly obtained) and the company has the ability to pay its debts as they fall due in the ordinary course of business.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><I>&nbsp;</I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><I>No Preemptive Rights.</I>&nbsp;Holders
  of ordinary shares do not have preemptive or preferential right to purchase any securities of our company.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><I>&nbsp;</I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><I>Variation of Rights
  Attaching to Shares.</I>&nbsp;If at any time the share capital is divided into different classes of shares, the rights attaching to any
  class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to the memorandum and articles of association,
  be varied or abrogated with the consent in writing of the holders of three fourths of the issued shares of that class or with the sanction
  of a resolution passed by not less than three-fourths of such holders of the Shares of that class as may be present in person or by proxy
  at a separate general meeting of the holders of the Shares of that class.<I>&nbsp;</I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><I>&nbsp;</I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><I>Anti-Takeover Provisions.</I>&nbsp;Some
  provisions of our current memorandum and articles of association may discourage, delay or prevent a change of control of our company or
  management that shareholders may consider favorable, including provisions that authorize our board of directors to issue preference shares
  with enhanced rights to vote without any further vote or action by our shareholders.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><B>Preference Shares</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><I>Dividends. </I>The
  holders of our preference shares are entitled to receive, when, if and as paid or declared by the Directors, out of assets legally available
  therefor, prior and in preference to any declaration or payment of any dividend on our ordinary shares, dividends at the annual rate of
  eight percent (8%) of the original purchase price per preference share, as adjusted for any share combinations or subdivisions, bonus
  issues and similar recapitalization events (&quot;Recapitalization Events&quot;). The right to dividends on preference shares are not
  cumulative, and no right accrues to holders of preference shares by reason of the fact that dividends on said shares are not declared
  in any period, nor shall any undeclared or unpaid dividend bear or accrue interest.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><I>Liquidation / Insolvency
  Preference</I>. On a liquidation of the Company, the holder of any preference shares shall have the right to receive in preference to
  the holders of the ordinary shares, the greater of (A) the original purchase price of that preference share (adjusted for any Recapitalization
  Events) plus any declared but unpaid dividends thereon, but with no right to share in the distribution of any surplus assets of the Company,
  or (B) that amount that such preference share would have received had it been converted into an ordinary share pursuant to the conversion
  provisions in our Articles (as summarized below) on the day immediately prior to the date on which the Company entered liquidation. On
  an insolvency, liquidation or winding up of the Company, the holder of our preference shares shall be repaid in priority to the holders
  of our ordinary shares.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><I>Conversion</I>. Subject
  to the limitations summarized out below, the holder of any preference share may convert any preference shares held by them into ordinary
  shares of the Company on a one-for-one basis. The holder of any preference shares shall not be permitted to convert its preference shares
  into ordinary shares if such conversion would result in such holder being the registered owner of more than 4.99% of the issued ordinary
  shares of the Company.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><I>Enhanced voting rights</I>.
  h.&#9;For all matters relating to the Company requiring the votes of shareholder by a poll or by proxy, each preference share shall carry
  the equivalent number of votes as 50 ordinary shares.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; background-color: white"></P>
  
  <!-- Field: Page; Sequence: 82; Value: 1 -->
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; background-color: white"><B><A NAME="a_013"></A>INTEREST OF NAMED EXPERTS
  AND COUNSEL</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">There are no interests
  of named experts and counsel.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; background-color: white"><B><A NAME="a_014"></A>DISCLOSURE OF COMMISSION
  POSITION ON INDEMNIFICATION<BR>
  FOR SECURITIES ACT LIABILITIES</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">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; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; background-color: white"><B><A NAME="a_015"></A>EXEMPTION FROM REGISTRATION
  CLAIMED</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">Exemption from registration
  pursuant to Section 4(a)(2) of Securities Act is claimed for the issuance of Restricted Share units or shares awarded to officers and
  directors of the Company under the Plan. See <I>&ldquo;Selling Securityholders.&rdquo;</I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; background-color: white"><B><A NAME="a_016"></A>MATERIAL CHANGES</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">There have been no material
  changes in the Company&rsquo;s affairs since the end of the latest fiscal year that have been disclosed in a previously filed report.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"></P>
  
  <!-- Field: Page; Sequence: 83; Value: 1 -->
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      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><FONT STYLE="text-transform: uppercase"><B>EXEMPTION
  FROM REGISTRATION CLAIMED</B></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">Exemption from registration pursuant to
  Section 4(a)(2) of Securities Act is claimed for the issuance of Restricted Share units or shares awarded to officers and directors
  of the Company under the Plan. See <I>&ldquo;Selling Securityholders.&rdquo;</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: center"><FONT STYLE="text-transform: uppercase"><B>MATERIAL
  CHANGES</B></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">There have been no material changes in the Company&rsquo;s
  affairs since the end of the latest fiscal year that have 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><FONT STYLE="text-transform: uppercase"><B><A NAME="a_017"></A>LEGAL
  MATTERS</B></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 validity of the Ordinary Shares offered in
  this Prospectus and certain other legal matters as to Cayman Islands law will be passed upon for us by Ogier (Cayman) LLP, our counsel
  as to Cayman Islands law.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><FONT STYLE="text-transform: uppercase"><B><A NAME="a_018"></A>EXPERTS</B></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">Our consolidates financial statements for the
  fiscal years ended December 31, 2024 and 2023 have been incorporated by reference in this Prospectus and in this Registration Statement
  in reliance upon the report of Audit Alliance LLP, an independent registered public accounting firm, on its audit of our financial statement
  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 JURISDSICTION 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 DELIVRY OF THISA
  PROSPECTUS OR ANY SALE OF THESE SHARES.</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"></P>
  
  <!-- Field: Page; Sequence: 84; 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: center"></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>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<BR>
  REGISTRATION STATEMENT</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"><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; text-align: justify"></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">&nbsp;</TD>
      <TD STYLE="width: 24px"><FONT STYLE="font-size: 10pt">1.</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">Annual Report on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000101376225000307/ea0233723-10k_bitdigit.htm">Form 10-K</A> for the year ended December 31, 2024, filed with the Commission on March 14, 2025;</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">2.</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">Quarterly Report on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390025044155/ea0241656-10q_bitdigital.htm">Form 10-Q</A> for the period ended March 31, 2025 (filed on May 15, 2025);</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt"></FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD><FONT STYLE="font-size: 10pt">3.</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">Schedule 14A Proxy Statement filed on April 10, 2025 (excluding any portions thereof that would not be included in the Part III information of an Annual Report on Form 10-K); </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">4.</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">Current reports on Form 8-K filed on <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390025000505/ea022671001-8k_bitdigi.htm">January
      3, 2025</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390025000891/ea0226703-8k_bitdigi.htm">January 6, 2025</A>,
      <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390025011857/ea023059601-8k_bitdigit.htm">February 11, 2025</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390025012512/ea0230771-8k_bitdigit.htm">February
      12, 2025</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390025032132/ea0238042-8k_bitdigital.htm">April 15, 2025</A>,
      <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390025032598/ea0238419-8k_bitdigi.htm">April 16, 2025</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390025047115/ea0243255-8k_bitdigi.htm">May
      23, 2025</A>, <A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390025047369/ea0243002-8k_bitdigit.htm">May 23, 2025</A>,
      and <A HREF="http://www.sec.gov/ix?doc=/Archives/edgar/data/1710350/000121390025057420/ea0246857-8k_bitdigit.htm">June 25, 2025</A>;</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">5.</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">The description of our Ordinary Shares contained in Bit Digital&rsquo;s Registration Statement on <A HREF="https://www.sec.gov/Archives/edgar/data/1710350/000121390022009817/ea156176-f3a2_bitdigitalinc.htm">Form F-3</A> Amendment No. 2 filed with the SEC on February 28, 2022 and any amendment or report filed with the SEC for the purpose of updating.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;&nbsp;</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), 14 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">&nbsp;</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., 31 Hudson Yards, 11th Floor, New York, New York 10001, Attention:
  Corporate Secretary. Oral requests may be directed to the Secretary at <FONT STYLE="background-color: white">(212) 463-5121</FONT>.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">&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>
  
  <!-- Field: Page; Sequence: 85; Options: NewSection; Value: 1 -->
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  <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">&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">(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 Cayman Law. The indemnity agreements supplement and increase the protection afforded
  to officers and directors under the Certificate of Incorporation in the following respects:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 35.5pt">(a) The Indemnification Agreements
  entered into with Bryan Bullett and Sam Tabar (the &ldquo;Indemnitees&rdquo;) dated as of March 31, 2021 in connection with their Employment
  Agreements, as amended, provide for a supplement to and in furtherance of the Amended and Restated Memorandum and Articles of Association.
  The Indemnitees did not regard the protection available under the organizational documents of the Company and any insurance policies maintained
  by the Company to be adequate.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 35.5pt">(b) The Indemnitees shall
  be entitled to indemnification if the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as defined)
  other than a Proceeding by or in the right of the Company. The Indemnitees shall be indemnified against all expenses, judgments, penalties,
  fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or
  any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitees reasonably believed to be in
  or not opposed to the best interests of the Company, and with respect to any criminal proceeding, had no reasonable cause to believe the
  Indemnitee&rsquo;s conduct was unlawful.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 35.5pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 35.5pt">(c) The Indemnitees shall
  be entitled to indemnification if the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought
  by or in the right of the Company, provided the Indemnitees acted in good faith and in a manner the Indemnitee reasonably believed to
  be in or not opposed to the best interests of the Company; <U>provided</U>, <U>however</U>, that if applicable law so provides, no indemnification
  against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitees shall have been
  adjudged to be liable to the Company unless and to the extent that a court of competent jurisdiction shall determine that such indemnification
  may be made.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 35.5pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 35.5pt">(d) To the extent that an
  Indemnitee is a party to and is successful, on the merits or otherwise, in any proceeding, he shall be indemnified to the maximum extent
  permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by him, or on his behalf,
  in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to
  one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses
  actually and reasonably incurred by him, or on his behalf, in connection with each successfully resolved claim, issue or matter.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 35.5pt">&nbsp;</P>
  
  <!-- Field: Page; Sequence: 86; Value: 1 -->
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  <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; text-indent: 35.5pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 35.5pt">(e) Whether or not indemnification
  is available, in respect of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding),
  the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such Proceeding without requiring Indemnitee
  to contribute to such payment and the Company waived and relinquished any right of contribution it may have against Indemnitee.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 35.5pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 35.5pt">(f) All agreements and obligations
  of the Company contained in the Agreement shall continue until the date that is ten (10) years after the date upon which Indemnitee&rsquo;s
  corporate status terminates and shall continue thereafter so long as Indemnitee shall be subject to any Proceeding.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 35.5pt">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 35.5pt">(g) The Indemnitee provided
  certain consulting services to the Company prior to his employment by the Company pursuant to an agreement dated February 1, 2021 between
  the Company and Wellington Park Inc. (&ldquo;Wellington&rdquo;), a company owned by Indemnitee. To further induce Indemnitee to accept
  employment with the Company, the Company agrees that the terms of the Indemnification Agreement shall apply to Wellington as if Wellington
  were also the &ldquo;Indemnitee&rdquo; under such Agreement.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Item 7. Exemption from Registration Claimed.</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0in">&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 0pt 0.75in; text-indent: -0.75in"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Item 8. Exhibits</B></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="border-bottom: black 1.5pt solid; width: 8%"><FONT STYLE="font-size: 10pt">Exhibit No.</FONT></TD>
      <TD STYLE="width: 1%">&nbsp;</TD>
      <TD STYLE="text-align: left; border-bottom: black 1.5pt solid; width: 91%; vertical-align: bottom"><FONT STYLE="font-size: 10pt">Description</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top; background-color: #CCEEFF">
      <TD><FONT STYLE="font-size: 10pt">4.1</FONT></TD>
      <TD>&nbsp;</TD>
      <TD><A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390025030596/ea0237210-02.htm"><FONT STYLE="font-size: 10pt">2025 Omnibus Equity Incentive Plan with Form of Restricted Share Award<SUP>(1)</SUP></FONT></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: #CCEEFF">
      <TD><FONT STYLE="font-size: 10pt">4.2</FONT></TD>
      <TD>&nbsp;</TD>
      <TD><A HREF="ea024662701ex4-2_bitdigital.htm"><FONT STYLE="font-size: 10pt">Form of Incentive Share Option Agreement</FONT></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: #CCEEFF">
      <TD><FONT STYLE="font-size: 10pt">4.3</FONT></TD>
      <TD>&nbsp;</TD>
      <TD><A HREF="ea024662701ex4-3_bitdigital.htm"><FONT STYLE="font-size: 10pt">Form of Non-Statutory Share Option Agreement</FONT></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: #CCEEFF">
      <TD><FONT STYLE="font-size: 10pt">4.4</FONT></TD>
      <TD>&nbsp;</TD>
      <TD><A HREF="ea024662701ex4-4_bitdigital.htm"><FONT STYLE="font-size: 10pt">Form of Restricted Share Unit</FONT></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: #CCEEFF">
      <TD><FONT STYLE="font-size: 10pt">5.1</FONT></TD>
      <TD>&nbsp;</TD>
      <TD><A HREF="ea024662701ex5-1_bitdigital.htm"><FONT STYLE="font-size: 10pt">Opinion of Ogier (Cayman) LLP</FONT></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: #CCEEFF">
      <TD><FONT STYLE="font-size: 10pt">23.1</FONT></TD>
      <TD>&nbsp;</TD>
      <TD><A HREF="ea024662701ex5-1_bitdigital.htm"><FONT STYLE="font-size: 10pt">Consent of Ogier (Cayman) LLP (contained in the opinion at Exhibit 5.1)</FONT></A></TD></TR>
    <TR STYLE="vertical-align: top; background-color: white">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top; background-color: #CCEEFF">
      <TD><FONT STYLE="font-size: 10pt">23.2</FONT></TD>
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify"><A HREF="ea024662701ex23-2_bitdigital.htm"><FONT STYLE="font-size: 10pt">Consent of Audit Alliance LLP</FONT></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: #CCEEFF">
      <TD><FONT STYLE="font-size: 10pt">24.1</FONT></TD>
      <TD>&nbsp;</TD>
      <TD><A HREF="#a_019"><FONT STYLE="font-size: 10pt">Power of attorney of officers and directors of the Registrant (included in page II-6)</FONT></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: #CCEEFF">
      <TD><FONT STYLE="font-size: 10pt">107</FONT></TD>
      <TD>&nbsp;</TD>
      <TD><A HREF="ea024662701ex-fee_bitdigital.htm"><FONT STYLE="font-size: 10pt">Filing Fee Table</FONT></A></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: 0px">&nbsp;</TD>
      <TD STYLE="width: 36px"><FONT STYLE="font-size: 10pt">(1)</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">Incorporated by reference to the Registrant&rsquo;s Schedule 14A Proxy Statement filed with the SEC on April 10, 2025.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.75in"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"></P>
  
  <!-- Field: Page; Sequence: 87; Value: 1 -->
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Item 9. Undertakings</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">(a) The undersigned registrant
  hereby undertakes:</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; 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 1.5in; text-align: justify; text-indent: -0.5in">&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: 96px">&nbsp;</TD>
      <TD STYLE="width: 48px"><FONT STYLE="font-size: 10pt">(i)</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 96px">&nbsp;</TD>
      <TD STYLE="width: 48px"><FONT STYLE="font-size: 10pt">(ii)</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">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;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 96px">&nbsp;</TD>
      <TD STYLE="width: 48px"><FONT STYLE="font-size: 10pt">(iii)</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">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;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: justify"><I>&nbsp;</I></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 1in; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; 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 1in; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; 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 1in; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; 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 1in; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; 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>
  
  <!-- Field: Page; Sequence: 88; Value: 1 -->
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: justify"></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>
  
  <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>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 96px">&nbsp;</TD>
      <TD STYLE="width: 48px"><FONT STYLE="font-size: 10pt">(i)</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">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);</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 96px">&nbsp;</TD>
      <TD STYLE="width: 48px"><FONT STYLE="font-size: 10pt">(ii)</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">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;</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 96px">&nbsp;</TD>
      <TD STYLE="width: 48px"><FONT STYLE="font-size: 10pt">(iii)</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">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</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%">
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 96px">&nbsp;</TD>
      <TD STYLE="width: 48px"><FONT STYLE="font-size: 10pt">(iv)</FONT></TD>
      <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.</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; text-indent: 0.5in">(b) The undersigned registrant
  hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant&rsquo;s
  annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of
  an employee benefit plan&rsquo;s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated
  by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein,
  and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">(c) Insofar as indemnification
  for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant
  pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a
  claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director,
  officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
  officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel
  the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
  by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">&nbsp;</P>
  
  <!-- Field: Page; Sequence: 89; Value: 1 -->
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  <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: center"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><A NAME="a_019"></A><B>SIGNATURES</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 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 July 2, 2025.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD COLSPAN="2"><FONT STYLE="font-size: 10pt"><B>BIT DIGITAL, INC.</B></FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD COLSPAN="2">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD COLSPAN="2" STYLE="border-bottom: black 1.5pt solid"><FONT STYLE="font-size: 10pt"><B>/</B><FONT STYLE="font-variant: small-caps">S</FONT><B>/ </B>Sam Tabar</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="width: 60%">&nbsp;</TD>
      <TD STYLE="width: 5%"><FONT STYLE="font-size: 10pt">By:</FONT></TD>
      <TD STYLE="width: 35%"><FONT STYLE="font-size: 10pt">Sam Tabar</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD><FONT STYLE="font-size: 10pt">Title: </FONT></TD>
      <TD><FONT STYLE="font-size: 10pt">Chief Executive Officer</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.55in; text-align: justify; text-indent: 0in">&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 below constitutes an appoints Sam Tabar and Erke Huang, and each of them, his true and lawful attorney-in-fact
  and agent, with full power of substitution and revocation, for him and in his name, place and stead, in any and all capacities (until
  revoked in writing), to sign any and all amendments (including post-effective amendments) to this registration statement and to file the
  same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto
  said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisites 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; text-align: justify">&nbsp;</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, this registration statement has been signed by the following persons in the capacities and on the date indicated.</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-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: 34%; border-bottom: black 1.5pt solid"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt"><B>SIGNATURE</B></FONT></TD>
      <TD STYLE="width: 1%; text-align: center">&nbsp;</TD>
      <TD STYLE="width: 39%; border-bottom: black 1.5pt solid; text-align: center"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt"><B>TITLE</B></FONT></TD>
      <TD STYLE="width: 1%; text-align: center">&nbsp;</TD>
      <TD STYLE="width: 25%; border-bottom: black 1.5pt solid; text-align: center"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt"><B>DATE</B></FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="border-bottom: black 1.5pt solid"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">/s/ Sam Tabar</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">July 2, 2024</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Sam Tabar</FONT></TD>
      <TD>&nbsp;</TD>
      <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">(Principal Executive Officer)</FONT></TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="border-bottom: black 1.5pt solid"><FONT STYLE="font-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 and 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">July 2, 2024</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><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">(Principal Financial &amp; Accounting Officer)</FONT></TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="border-bottom: black 1.5pt solid"><FONT STYLE="font-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">July 2 2024</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>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="border-bottom: black 1.5pt solid"><FONT STYLE="font-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">July 2, 2024</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>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="border-bottom: black 1.5pt solid"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">/s/ Jishu (Bill) 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">July 2, 2024</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Jiashu (Bill) Xiong</FONT></TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top">
      <TD STYLE="border-bottom: black 1.5pt solid"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">/s/ Brock Pierce </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">July 2, 2024</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Brock Pierce</FONT></TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: center">&nbsp;</TD></TR>
    </TABLE>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"></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>SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE
  UNITED STATES</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&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 July 2, 2025.</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>/S/ </I>Sam Tabar</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">Sam Tabar, 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>
  
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  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"></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"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 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 0; text-align: center"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>EXHIBIT INDEX</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"></P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
    <TR STYLE="vertical-align: top">
      <TD STYLE="border-bottom: black 1.5pt solid; width: 8%"><FONT STYLE="font-size: 10pt">Exhibit No.</FONT></TD>
      <TD STYLE="width: 1%">&nbsp;</TD>
      <TD STYLE="text-align: left; border-bottom: black 1.5pt solid; width: 91%; vertical-align: bottom"><FONT STYLE="font-size: 10pt">Description</FONT></TD></TR>
    <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top; background-color: #CCEEFF">
      <TD><FONT STYLE="font-size: 10pt">4.1</FONT></TD>
      <TD>&nbsp;</TD>
      <TD><A HREF="http://www.sec.gov/Archives/edgar/data/1710350/000121390025030596/ea0237210-02.htm"><FONT STYLE="font-size: 10pt">2025 Omnibus Equity Incentive Plan with Form of Restricted Share Award<SUP>(1)</SUP></FONT></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: #CCEEFF">
      <TD><FONT STYLE="font-size: 10pt">4.2</FONT></TD>
      <TD>&nbsp;</TD>
      <TD><A HREF="ea024662701ex4-2_bitdigital.htm"><FONT STYLE="font-size: 10pt">Form of Incentive Share Option Agreement</FONT></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: #CCEEFF">
      <TD><FONT STYLE="font-size: 10pt">4.3</FONT></TD>
      <TD>&nbsp;</TD>
      <TD><A HREF="ea024662701ex4-3_bitdigital.htm"><FONT STYLE="font-size: 10pt">Form of Non-Statutory Share Option Agreement</FONT></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: #CCEEFF">
      <TD><FONT STYLE="font-size: 10pt">4.4</FONT></TD>
      <TD>&nbsp;</TD>
      <TD><A HREF="ea024662701ex4-4_bitdigital.htm"><FONT STYLE="font-size: 10pt">Form of Restricted Share Unit</FONT></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: #CCEEFF">
      <TD><FONT STYLE="font-size: 10pt">5.1</FONT></TD>
      <TD>&nbsp;</TD>
      <TD><A HREF="ea024662701ex5-1_bitdigital.htm"><FONT STYLE="font-size: 10pt">Opinion of Ogier (Cayman) LLP</FONT></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: #CCEEFF">
      <TD><FONT STYLE="font-size: 10pt">23.1</FONT></TD>
      <TD>&nbsp;</TD>
      <TD><A HREF="ea024662701ex5-1_bitdigital.htm"><FONT STYLE="font-size: 10pt">Consent of Ogier (Cayman) LLP (contained in the opinion at Exhibit 5.1)</FONT></A></TD></TR>
    <TR STYLE="vertical-align: top; background-color: white">
      <TD>&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify">&nbsp;</TD></TR>
    <TR STYLE="vertical-align: top; background-color: #CCEEFF">
      <TD><FONT STYLE="font-size: 10pt">23.2</FONT></TD>
      <TD STYLE="text-align: justify">&nbsp;</TD>
      <TD STYLE="text-align: justify"><A HREF="ea024662701ex23-2_bitdigital.htm"><FONT STYLE="font-size: 10pt">Consent of Audit Alliance LLP</FONT></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: #CCEEFF">
      <TD><FONT STYLE="font-size: 10pt">24.1</FONT></TD>
      <TD>&nbsp;</TD>
      <TD><A HREF="#a_019"><FONT STYLE="font-size: 10pt">Power of attorney of officers and directors of the Registrant (included in page II-6)</FONT></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: #CCEEFF">
      <TD><FONT STYLE="font-size: 10pt">107</FONT></TD>
      <TD>&nbsp;</TD>
      <TD><A HREF="ea024662701ex-fee_bitdigital.htm"><FONT STYLE="font-size: 10pt">Filing Fee Table</FONT></A></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>
  
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metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "ea0246627-s8_bitdigital.htm", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 731926}]
metadata_filer: {"company-data": {"conformed-name": "Bit Digital, Inc", "cik": "0001710350", "assigned-sic": "6199", "organization-name": "09 Crypto Assets", "ein": "000000000", "state-of-incorporation": "E9", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-288482", "film-number": "251100723"}, "business-address": {"street1": "31 HUDSON YARDS, FLOOR 11", "city": "NEW YORK", "state": "NY", "zip": "10001", "phone": "212-463-5121"}, "mail-address": {"street1": "31 HUDSON YARDS, FLOOR 11", "city": "NEW YORK", "state": "NY", "zip": "10001"}, "former-company": {"former-conformed-name": "Golden Bull Ltd", "date-changed": "20170626"}}
text: As filed with the Securities
  and Exchange Commission on July 2, 2025
  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.)
  31 Hudson Yards, 11
  th
  Floor, New York, New York 10001
  (Address of Principal Executive Offices) (Zip Code)
  2025 Omnibus Equity Incentive
  Plan
  (Full title of the plan)
  Elliot H. Lutzker, Esq.
  Davidoff Hutcher & Citron
  LLP
  605 3
  rd
  Avenue,
  34
  th
  Floor
  New York, New York 10158
  (Name and address of agent for service)
  (212) 557-7200
  (Telephone number, including area code, of agent
  for service)
  Indicate by check mark whether
  the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
  of "large accelerated filer," "accelerated filer," a "smaller reporting company" or an "emerging
  growth company" in Rule 12b-2 of the Exchange Act.
  (Check one):
  Large accelerated filer
  ☐
  Accelerated filer
  ☐
  Non-accelerated filer
  ☒
  Smaller reporting company
  ☒
  Emerging Growth Company
  ☐
  If
  an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
  with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
  ☐
  EXPLANATORY NOTE
  This registration statement on Form S-8 is being filed by Bit Digital,
  Inc. (the "Company") to register eight million (8,000,000) Ordinary Shares under the Company's Plan.
  This Registration Statement contains two parts.
  The first part contains information required in the registration statement pursuant to Part I of Form S-8 with respect to Ordinary Shares
  issuable upon the exercise of share options, or restricted share awards (the "Awards") made under the Plan subsequent to the
  date hereof. The second part contains a "reoffer" prospectus prepared in accordance with the requirements of Part I of Form
  S-3, which, pursuant to General Instruction C of Form S-8, may be used by certain persons, including officers and directors of the Company
  who are deemed to be affiliates of the Company, as that term is defined in Rule 405 under the Securities Act of 1933, as amended (the
  "Securities Act"), as well as by non-affiliate assignees holding restricted securities, as that term is defined in Rule 144
  under the Securities Act, in connection with the reoffer and resale of Ordinary Shares of the Company received by such persons pursuant
  to the exercise of options or Awards granted under the Plan, which 8,000,000 Ordinary Shares are being registered herein. An aggregate
  of 2,815,963 Ordinary Shares will be issuable pursuant to RSUs grants under the Plan upon effectiveness of this Registration Statement.
  This Prospectus omits certain
  of the information contained in the Registration Statement in accordance with the rules and regulations of the Securities and Exchange
  Commission (the "SEC"). Reference is hereby made to the Registration Statement and related exhibits for further information
  with respect to the Company and the Company's Ordinary Shares. Statements contained herein concerning the provisions of any documents
  are not necessarily complete and, in each instance, reference is made to the copy of such document filed as an exhibit to the Registration
  Statement or otherwise filed with the SEC. Each such statement is qualified in its entirety by such reference.
  We prepared this Registration
  Statement in accordance with the requirements of Form S-8 under the Securities Act. We are registering 8,000,000 Ordinary Shares pursuant
  to our Plan. The purpose of our Plan is to advance the interests of the Company and its shareholders by providing a means of attracting
  and retaining employees, corporate officers, non-employee directors and consultants employed or retained by the Company and its subsidiaries
  and affiliates.
  PART I
  INFORMATION REQUIRED IN THE
  SECTION 10(a) PROSPECTUS
  Item
  1. Plan Information
  The document containing the
  information specified in this Part I of this Form S-8 registration statement has been or will be sent or given to participants in the
  2025 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 8,000,000 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., 31 Hudson Yards, 11
  th
  Floor,
  New York, NY 10001; tel.
  (212) 463-5121
  . In accordance with the rules and regulations of
  the SEC and the instructions to Form S-8, such documents are not being filed either as part of this registration statement or as prospectuses
  or prospectus supplements pursuant to Rule 424 under the Securities Act.
  REOFFER PROSPECTUS
  BIT DIGITAL, INC.
  8,000,000 ORDINARY SHARES
  This prospectus relates to the reoffer and resale of eight million
  (8,000,000) Ordinary Shares, par value $0.01 per share, of Bit Digital, Inc., a Cayman Islands exempted 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 2025 Omnibus Equity Incentive
  Plan (the "Plan").
  The shares offered herby consist of 8,000,000
  Ordinary Shares issued or issuable under the Plan.
  ●
  Our Ordinary Shares are quoted on the Nasdaq Capital Market under the symbol "BTBT." On July 1, 2025, the last reported sale price of our Ordinary Shares on the Nasdaq Capital Market was $2.31 per share.
  The shares covered by this prospectus
  may be offered and sold from time to time directly by the Selling Securityholders of Ordinary Shares issued upon the exercise of options
  and/or restricted share awards (the "Awards") granted pursuant to the Plan or through brokers on the Nasdaq Capital Market,
  or otherwise, at the prices prevailing at the time of such sales. The net proceeds to the Selling Securityholders will be the proceeds
  received by them upon such sales, less brokerage commissions, if any. We will pay all expenses of preparing and reproducing this prospectus
  but will not receive any of the proceeds from sales by any of the Selling Securityholders, but we will receive the exercise price upon
  exercise of the share options. The Selling Securityholders and any broker-dealers, agents, or underwriters through whom the shares are
  sold, may be deemed "underwriters" within the meaning of the Securities Act with respect to securities offered by them, and
  any profits realized or commissions received by them may be deemed underwriting compensation. See "
  Plan of Distribution
  ."
  NEITHER THE SECURITIES AND EXCHANGE
  COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY
  OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
  THE SHARES OFFERED HEREBY INVOLVE
  A SUBSTANTIAL DEGREE OF RISK. SEE "
  RISK FACTORS
  " beginning on page 6   of this prospectus.
  The date of this prospectus
  is July 2, 2025
  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
  5
  RISK FACTORS
  6
  SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
  68
  ENFORCEABILITY OF CIVIL LIABILITIES
  69
  USE OF PROCEEDS
  70
  SELLING SECURITYHOLDERS
  71
  PLAN OF DISTRIBUTION
  72
  DESCRIPTION OF SECURITIES TO BE REGISTERED
  73
  INTEREST OF NAMED EXPERTS AND COUNSEL
  75
  DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
  75
  EXEMPTION FROM REGISTRATION CLAIMED
  75
  MATERIAL CHANGES
  75
  LEGAL MATTERS
  76
  EXPERTS
  76
  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, quarterly 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.
  ii
  INCORPORATION
  OF documents BY REFERENCE
  The SEC allows us to "incorporate
  by reference" information into this prospectus, which means that we can disclose important information to investors by referring
  them to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus
  and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained
  in this prospectus or a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of
  this prospectus to the extent that a statement contained in this prospectus or a subsequently filed document incorporated by reference
  modifies or replaces that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded,
  to constitute a part of this prospectus.
  We incorporate by reference
  our documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c) or 15(d) of the Securities
  Exchange Act of 1934, as amended (the "Exchange Act") between the date of this prospectus and the termination of the offering
  of the securities described in this prospectus. We are not, however, incorporating by reference any documents or portions thereof, whether
  specifically listed below or filed in the future, which are "furnished" to the SEC that are not deemed "filed"
  with the SEC.
  This prospectus incorporates by reference the
  documents set forth below that have previously been filed with the SEC:
  1.
  Annual Report on
  Form 10-K
  for the year ended December 31, 2024, filed with the Commission on March 14, 2025;
  2.
  Quarterly Report on
  Form 10-Q
  for the period ended March 31, 2025 (filed on May 15, 2025);
  3.
  Schedule 14A
  Proxy Statement filed on April 10, 2025 (excluding any portions thereof that would not be included in the Part III information of an Annual Report on Form 10-K);
  4.
  Current reports on Form 8-K filed on
  January
  3, 2025
  ,
  January 6, 2025
  ,
  February 11, 2025
  ,
  February
  12, 2025
  ,
  April 15, 2025
  ,
  April 16, 2025
  ,
  May
  23, 2025
  ,
  May 23, 2025
  ,
  and
  June 25, 2025
  5.
  The description of our Ordinary Shares contained in Bit Digital's Registration Statement on
  Form F-3
  Amendment No. 2 filed with the SEC on February 28, 2022 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), 14 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., 31 Hudson Yards, 11th Floor, New York, New York 10001, Attention: Corporate Secretary. Oral requests
  may be directed to the Secretary at
  (212) 463-5121
  .
  iii
  FORWARD-LOOKING
  STATEMENTS
  This prospectus contains "forward-looking
  statements" for purposes of the safe harbor provisions provided by Section 27 of the Securities Act of 1933, as amended (the "Securities
  Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that represent our beliefs,
  projections and predictions about future events. All statements other than statements of historical fact are "forward-looking statements,"
  including any projections of earnings, revenue or other financial items, any statements of the plans, strategies and objectives of management
  for future operations, any statements concerning proposed new projects or other developments, any statements regarding future economic
  conditions or performance, any statements of management's beliefs, goals, strategies, intentions and objectives, and any statements
  of assumptions underlying any of the foregoing. Words such as "may," "will," "should," "could,"
  "would," "predicts," "potential," "continue," "expects," "anticipates,"
  "future," "intends," "plans," "believes," "estimates" and similar expressions,
  as well as statements in the future tense, identify forward-looking statements.
  These statements are necessarily
  subjective and involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance
  or achievements, or industry results, to differ materially from any future results, performance or achievements described in or implied
  by such statements. Actual results may differ materially from expected results described in our forward-looking statements, including
  with respect to correct measurement and identification of factors affecting our business or the extent of their likely impact, and the
  accuracy and completeness of the publicly available information with respect to the factors upon which our business strategy is based
  or the success of our business.
  Forward-looking statements should
  not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of whether, or the times
  by which, our performance or results may be achieved. Forward-looking statements are based on information available at the time those
  statements are made and management's belief as of that time with respect to future events and are subject to risks and uncertainties
  that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.
  Important factors that could cause such differences include, but are not limited to, those factors discussed under the headings "Risk
  Factors" and elsewhere in this prospectus.
  iv
  PROSPECTUS
  SUMMARY
  The following summary is qualified in its entirety
  by reference to the more detailed information appearing elsewhere in this prospectus or incorporated herein by reference. Each prospective
  investor is urged to read this prospectus, including the risks of investing in the securities discussed under such heading and under such
  headings in the documents incorporated herein by reference in their entirety. You should also carefully read the information incorporated
  by reference into this prospectus, including our financial statements and the exhibits to the registration statement of which this prospectus
  is a part. See the section of this prospectus titled "Where You Can Find More Information." Investment in the securities offered
  hereby involves a high degree of risk. See "Risk Factors."
  All references to "we," "us,"
  "our," "Company," "Registrant" or similar terms used in this prospectus refer to Bit Digital, Inc.,
  a Cayman Islands exempted company ("Bit Digital"), including its consolidated subsidiaries, unless the context otherwise indicates.
  We currently conduct our business through Bit Digital Strategies Limited, a Hong Kong company; Bit Digital Singapore Pte. Ltd.; Bit Digital
  U.S.A. Inc., a Delaware corporation and our operating entity in the United States; Bit Digital Canada, Inc. a Canadian company, and WhiteFiber
  Inc., an exempted company with limited liability incorporated and registered in the Cayman Islands, WhiteFiber AI, Inc., a Delaware corporation
  and its wholly-owned subsidiaries WhiteFiber HPC, Inc., a Delaware corporation, WhiteFiber Iceland, an Icelandic corporation and Enovum
  Data Centers Corp., a Canadian corporation. When we refer to "you," we mean the holders of the applicable type of securities.
  Our Business
  Overview
  Bit Digital, Inc. or the "Company",
  is a global platform for high performance computing ("HPC") infrastructure and digital asset platform focused on Ethereum-native
  treasury and staking strategies, with headquarters in New York City. The Company's HPC business operates under the WhiteFiber Inc.
  ("WhiteFiber") brand. Our operations are located in the US, Canada, and Iceland.
  HPC Business
  We are a leading provider of high-performance
  computing ("HPC") data centers and cloud-based HPC graphics processing units ("GPU") services, which we term cloud
  services, for customers such as artificial intelligence ("AI") and machine learning ("ML") developers. Our HPC
  Tier-3 data centers provide hosting and colocation services and are developed and operated by our wholly-owned subsidiary, Enovum Data
  Centers Corp. ("Enovum"). Our cloud services are provided by our WhiteFiber AI, Inc subsidiary. Collectively, we refer to
  these offerings as our HPC Business.
  On October 11, 2024, we significantly expanded
  our HPC data center operations and capabilities by acquiring Enovum, a Tier-3 HPC data center platform based in Montreal, Canada. Through
  Enovum, we lease and operate a 4MW AI data center located in Montreal, Canada ("MTL-1"). MTL-1 is a fully operational Tier-3
  data center that is designed for HPC workloads. MTL-1 's full capacity is occupied by customers under lease agreements with an average
  duration of approximately 30 months as of May 31, 2025. On December 27, 2024, we announced that we had acquired the real estate and building
  for a build-to-suit 5MW Tier-3 data center expansion project in Montreal ("MTL-2"). The MTL-2 data center is expected to be
  completed and operational in the fourth quarter of 2025 with a one-month delay until we begin to generate revenue.
  On April 10, 2025, we entered into a lease for a new data center site
  in Saint-Jerome, Quebec, a suburb of Montreal, (MTL-3). The facility spans approximately 202,000 square feet on 7.7 acres and is being developed
  to support current contracted capacity, with future expansion potential subject to utility approvals. The transaction was executed under
  a lease-to-own structure, which includes an exclusive fixed-price purchase option of CAD $24.2 million (approximately USD $17.3 million)
  exercisable by December 2025. The lease term is 20 years, with two 5-year extension options. The facility is being retrofitted to Tier-3
  standards, with development costs expected to total approximately CAD $55 million (approximately USD $40MM), and is expected to be operational
  in the fourth quarter of 2025. MTL-3 will support the previously announced 5.5 MW (IT Load) colocation agreement with Cerebras Wafer Scale
  ULC Systems. On May 20, 2025, we purchased a former industrial manufacturing building together with the underlying land outside of Greensboro,
  NC (the "Property"), which we intend to retrofit to create an HPC data center ("NC-1"). Pursuant to an executed
  Capacity Agreement, Duke Energy agreed to use commercially reasonable efforts to achieve 24 MW (gross) of service to the Property by September
  1, 2025, 40 MW (gross) by April 1, 2026 and 99 MW (gross) within four years of May 16, 2025. We estimate that the initial capacity of
  24MW (gross) for the facility will be operational in March 2006. We expect this facility to begin to generate revenue in May 2026.
  1
  For the three months ended March 31, 2025 and
  the 12 months ended December 31, 2024, our cloud service business recognized revenue of $14.8 million and $45.7 million, respectively.
  We believe our HPC business is positioned for
  significant growth, driven by the increasing demand for advanced computing and AI services. This planned expansion will involve developing
  additional HPC data centers at an accelerating pace and procuring GPUs and other AI equipment. To support this growth, we are in the process
  of building an expanded team of leaders and dedicated employees. In addition to the Senior Management Team of Enovum, we have hired a
  Head of Revenue Officer and Go-to-Market ("GTM"), Senior Account Executive, two engineers, Chief Technology Officer ("CTO")
  and Head of Marketing, with plans to further expand our workforce to include experts in technology, operations, and customer support.
  This dedicated team will be crucial in executing the Company's strategic plans and maintaining high service levels as the business
  scales.
  In addition to providing highly desirable HPC
  data center hosting capacity to our customers, our business model integrates HPC data center infrastructure and cloud service to provide
  scalable, high-performance computing solutions for enterprises, research institutions, and AI-driven businesses. Our integrated approach
  aligns specialized data center operations with GPU-focused cloud services, addressing the unique requirements of AI and HPC workloads.
  These workloads demand greater power density, advanced cooling solutions, and robust bandwidth to handle large-scale data transfers. By
  operating our data centers, we believe we can better meet these needs and reduce the complexity associated with procuring power and connectivity
  from external vendors. We can also design our facilities to accommodate the higher heat loads generated by modern GPUs, potentially shortening
  deployment timelines for customers who require rapid expansion of their compute infrastructure. From a financial standpoint, our vertically
  integrated solution allows us to capture additional margin for our cloud services business, avoiding expenses that would otherwise be
  due to third-party providers.
  Our cloud services business provides cutting-edge,
  bespoke services involving a sophisticated array of computers and chips, including NVIDIA GPUs, servers, network equipment, and data storage
  solutions. We believe we provide our cloud services customers with the highest levels of performance and reliability while offering flexibility
  to scale with customer needs. Our cloud services solutions include a proprietary software layer that enables our customers to rapidly
  and reliably deploy AI applications with superior performance. We currently offer our cloud services at a data center maintained by a
  third-party colocation provider in Iceland (the "Iceland Data Center") and are negotiating with third party providers to seamlessly
  integrate our cloud services at data centers across key regions in Europe, North America, and Asia. In the fourth quarter of 2023, we
  secured our first cloud customer through a three-year service agreement to provide services using our advanced AI equipment. For the three
  months ended March 31, 2025 and 2024 our WhiteFiber cloud service business recognized revenue of $14.8 million and $8.1 million, respectively.
  Such revenue, for the 12 months ended December 31, 2024 and 2023, was $45.7 million and $0, respectively. As of May 31, 2025, WhiteFiber
  had approximately 3,600 NVIDIA GPUs deployed.
  The digital asset business segment of the Digital
  Infrastructure Business (the "Digital Asset Business Segment") is comprised primarily of two distinct but highly complementary
  operations: (i) digital asset mining (the "Digital Asset Mining Operations"); and (ii) ETH staking (the "ETH Staking
  Operations").
  Cloud Services
  We provide specialized cloud services to support
  generative AI workstreams, especially training and inference, emphasizing cost-effective utility and tailor-made solutions for each client.
  We are an authorized NVIDIA Cloud Partner ("NCP") through NVIDIA Partner Network ("NPN"), an authorized partner
  with SuperMicro Computer Inc.
  ®
  , an authorized Communications Service Provider ("CSP") with Dell (through Dell's
  exclusive distributor in Iceland, Advania), an official partnership with Hewlett Packard Enterprise and a commercial relationship with
  Quanta Computer, Inc. ("QCT"). Based on management's knowledge of the industry, we are proud to be among the first service
  providers to offer H200, B200, and GB200 servers. We provide a high-standard service level with an Uptime Percentage* ≥ 99.5%.
  The economics of our cloud services business have
  historically driven attractive returns. The implied per unit capex for high performance GPUs currently ranges from approximately $41,000
  for an NVIDIA H200 to approximately $50,000 for an NVIDIA B200 (Blackwell generation) GPU.
  2
  We are actively engaged in research and development
  efforts to enhance our cloud services capabilities for our customers which are expected to be implemented in the third quarter of 2025.
  For example, we are developing integrated software to automate layering of stacks and self-service portals on top of the cross-data center
  fabric, allowing our customers to access GPU or CPU nodes on demand—no matter where they physically reside. This provides significant
  flexibility as scaling is required to accelerate development of AI applications. In addition, we are working on advanced interconnect
  technologies like InfiniBand (IB) or RDMA over Converged Ethernet ("RoCE"). When combined with cross-data center links, these
  ensure that training jobs can be distributed without bottlenecks or high latency. By emphasizing scale, performance, and reliability,
  we believe that we will be positioned to maximize customer retention while pricing our services at a premium to those offered by our competitors.
  We leverage a global network of data center resources by partnering
  with eight third-party data center providers to achieve high autonomy in locations across Europe, Canada, and the U.S. Our initial HPC
  data center partnership through which we lease capacity is at BlöndUos Campus, Iceland, offering a world-class operations team with
  certified technicians and reliable engineers. The facility has 45kW rack density and 6MW (gross) total capacity. Its energy source is
  100% renewable energy, mainly from Blanda Hydro PowerStation, the winner of IHA Blue Planet Awards in 2017. On October 23, 2023, Bit Digital
  announced that we had commenced AI operations by signing a binding term sheet with a customer (the "Initial Customer") to
  support their GPU workloads. In January 2025, we executed a new agreement with this client to provide 464 B200 GPUs for an 18-month term
  beginning on June 30, 2025, with approximately $15 million of target annualized revenue assuming the customer utilizes the GPUs at full
  capacity for the duration of the contract. The initial customer elected to defer the commencement date until August 20, 2025, which is
  the latest date under the agreement.
  Digital Asset Business Segment
  The digital asset business segment of the Digital
  Infrastructure Business (the "Digital Asset Business Segment") is currently comprised primarily of two distinct but highly
  complementary operations: (i) digital asset mining (the "Digital Asset Mining Operations"); and (ii) ETH staking
  (the "ETH Staking Operations"). On June 25, 2025, Bit Digital announced that the Digital Asset Business Segment had initiated
  a strategic transition to become a pure-play ETH staking and treasury company. The Company began accumulating ETH and operating staking
  infrastructure in 2022 and has steadily increased its holdings since that time.
  Digital Asset Mining Business
  We commenced our bitcoin ("BTC") mining
  business in February 2020. We initiated limited Ethereum mining operations in January 2022, however discontinued the operations by September
  2022 due to Ethereum blockchain switching from proof-of-work ("PoW") consensus mechanism to proof-of-stake ("PoS")
  validation. Our mining operations, hosted by third-party providers, use specialized computers, known as miners, to generate digital assets.
  Our miners use application specific integrated circuit ("ASIC") chips. These chips enable the miners to apply high computational
  power, expressed as "hash rate", to provide transaction verification services (generally known as "solving a block")
  which helps support the blockchain. For every block added, the blockchain provides an award equal to a set number of digital assets per
  block. Miners with a greater hash rate generally have a higher chance of solving a block and receiving an award.
  We operate our mining assets with the primary
  intent of accumulating digital assets which we may sell for fiat currency from time to time depending on market conditions and management's
  determination of our cash flow needs, and/or exchange into ETH or USD Coin ("USDC"). Our mining strategy has been to mine
  bitcoins as quickly and as many as possible given the fixed supply of bitcoins. In view of historically long delivery lead times to purchase
  miners from manufacturers like Bitmain Technologies Limited ("Bitmain") and MicroBT Electronics Technology Co., Ltd ("MicroBT"),
  and other considerations, we have chosen to acquire miners on the spot market, which can typically result in delivery within a relatively
  short time.
  3
  We have signed service agreements with third-party
  hosting partners in North America and Iceland. These partners operate specialized mining data centers, where they install and operate
  the miners and provide IT consulting, maintenance, and repair work on site for us. Our mining facilities in New York are maintained by
  Coinmint LLC ("Coinmint") and Digihost Technologies Inc. ("Digihost"). Our mining facilities in Texas are maintained
  by Dory Creek, LLC, a subsidiary of Bitdeer Technologies Group ("Bitdeer") and A.R.T. Digital Holdings Corp ("KaboomRacks").
  Soluna Computing, Inc and DVSL ComputeCo, LLC (collectively "Soluna") maintained our mining facilities in Kentucky and Texas.
  Our mining facility in Iceland is maintained by GreenBlocks ehf, an Icelandic private limited company ("GreenBlocks"). We
  have relocated our miners from our mining facility in Canada maintained by Blockbreakers Inc. ("Blockbreakers") to Soluna
  and Coinmint after our service agreement expired in November 2024. From time to time, the Company may change partnerships with hosting
  facilities to recalibrate its bitcoin mining operations. These terminations are strategic, targeting reduced operational costs, enhanced
  energy efficiency for a smaller carbon footprint, increased flexibility in operational control, and minimized geopolitical risks. While
  a short-term decrease in mining output might occur, we expect these changes to yield long-term operational improvements.
  We are a sustainability-focused digital asset
  mining company. On June 24, 2021, we signed the Crypto Climate Accord, a private sector-led initiative that aims to decarbonize the crypto
  and blockchain sectors. On December 7, 2021, we became a member of the Bitcoin Mining Council ("BMC"), joining MicroStrategy
  and other founding members to promote transparency, share best practices, and educate the public on the benefits of bitcoin and bitcoin
  mining.
  ETH Staking Business
  In the fourth quarter of 2022, we formally commenced
  Ethereum staking operations. We delegate or stake our ETH holdings to an Ethereum validator node to help secure and strengthen the blockchain
  network. Stakers are compensated for this commitment in the form of a reward of the native network token.
  Our native staking operations are enhanced by
  a partnership with Blockdaemon, the leading institutional-grade blockchain infrastructure company for node management and staking. In
  the fourth quarter of 2022, following a similar mechanism to native Ethereum staking, we also participated in liquid staking via Portara
  protocol (formerly known as Harbour), the liquid staking protocol developed by Blockdaemon and StakeWise and the first of its kind tailored
  to institutions. With the introduction of staked ETH withdrawals in April 2023, we have reassessed our Ethereum network staking approaches,
  weighing the advantages of traditional staking against liquid staking solutions. The withdrawal feature in native staking, coupled with
  yields that are on par with those of liquid staking, has encouraged us to expand our collaborations with other service providers in this
  domain. As a result, we terminated all liquid staking activities with StakeWise in the third quarter of 2023, reclaiming all staked Ethereum
  along with the accumulated rewards. In the fourth quarter of 2023, the Company terminated the native staking activities and reclaimed
  all staked Ethereum with Blockdaemon.
  Our native staking operations with MarsProtocol
  Technologies Pte. Ltd. ("Marsprotocol") commenced in the first quarter of 2023 and concluded in July 2023.  After ceasing
  operations with Marsprotocol, we initiated our native staking with MarsLand Global Limited ("MarsLand") in August 2023. Subsequently,
  we have ceased our native staking with MarsLand in the first quarter of 2024 and initiated our native staking with Figment Inc.
  We started participating in liquid staking via
  Liquid Collective protocol on the Coinbase platform in the first quarter of 2023. Liquid staking allows participants to achieve greater
  capital efficiency by utilizing their staked ETH as collateral and trading their staked ETH tokens on the secondary market. In the first
  quarter of 2024, we reclaimed all the liquid staked ETH from Liquid Collective protocol.
  Corporate Information
  Our executive offices are located at 31 Hudson
  Yards, Floor 11, New York, NY, 10001, and our telephone number is (212) 463-5121. The information on our website does not constitute part
  of this prospectus and inclusion of our website address to this prospectus is an inactive textual reference only.
  4
  The
  Offering
  This reoffer prospectus relates
  to the reoffer and resale of an aggregate of 8,000,000 Ordinary Shares, par value $0.01 per share, by certain Selling Securityholders,
  including our officers and directors, who are deemed to be affiliates of the Company, that are issuable upon the exercise of options to
  be granted pursuant to our Plan and shares underlying Awards. We will not receive any proceeds from the sale of the shares sold by the
  Selling Securityholders, but we will receive the exercise price upon exercise of the share options, other than for any cashless exercise
  of options.
  If subsequent to the date of
  this reoffer prospectus, we grant any awards under the Plan to any persons who are affiliates of the Company, we would supplement this
  reoffer prospectus with the names of such affiliates and the amount(s) of shares to be reoffered by them as Selling Securityholders.
  Implications of Being a Smaller Reporting Company
  We are a "smaller reporting
  company" as defined in the Exchange Act as of June 30, 2024. We may take advantage of certain of the scaled disclosures available
  to smaller reporting companies so long as the market value of our voting and non-voting Ordinary Shares held by non-affiliates is less
  than $250 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100 million during
  the most recently completed fiscal year and the market value of our Ordinary Shares held by non-affiliates is less than $700 million measured
  on the last business day of our second fiscal quarter.
  5
  RISK
  FACTORS
  Risk Factors
  An investment in our securities involves a
  high degree of risk. Prior to making a decision about investing in our securities, you should carefully consider the specific risk factors
  discussed in the sections entitled "Risk Factors" contained in our annual report on Form 10-K for the fiscal year ended December
  31, 2024 ("Annual Report") under the heading "Item 1A. Risk Factors," and as described or may be described in
  any subsequent quarterly report on Form 10-Q under the heading "Item 1A. Risk Factors," as well as in any applicable prospectus
  supplement and contained or to be contained in our filings with the SEC and incorporated by reference in this prospectus, together with
  all of the other information contained in this prospectus, or any applicable prospectus supplement. For more information, see the section
  entitled "Incorporation
  of
  Documents by Reference" on page iii of this prospectus.
  General Risks
  From time to time
  we evaluate and potentially consummate strategic investments, combinations, joint-ventures, acquisitions or alliances, which could require
  significant management attention, disrupt our business and adversely affect our financial results.
  We
  evaluate and consider strategic investments, combinations, joint-ventures, acquisitions or alliances in cloud services or WhiteFiber data
  centers or related businesses around the globe. 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 United States, Canada and/or abroad, in which we have limited or no prior experience;
  ●
  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.
  6
  Any
  future acquisitions also could result in the issuance of shares, incurrence of debt, contingent liabilities or future write-offs of intangible
  assets or goodwill, any of which could have a negative impact on our cash flows, financial condition and results of operations. Integration
  of an acquired company may also disrupt ongoing operations and require management resources that otherwise would be focused on developing
  and expanding our existing business. We may experience losses related to potential investments in other companies, which could harm our
  financial condition and results of operations. Further, we may not realize the anticipated benefits of any acquisition, strategic alliance
  or joint venture if such investments do not materialize.
  To finance any acquisitions
  or joint ventures, we may choose to issue Ordinary Shares, preference shares or a combination of debt and equity as consideration, which
  could significantly dilute the ownership of our existing shareholders. Additional funds may not be available on terms that are favorable
  to us, or at all. If the price of our Ordinary Shares is low or volatile, we may not be able to acquire other companies or fund a joint
  venture project using shares as consideration.
  Our 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 cloud services and data centers' operating history. As a result of adverse factors described below, there can be no
  assurance we will achieve and maintain profitability. 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; and
  ●
  general economic, industry and market conditions.
  If we fail to effectively manage our growth,
  our business, financial condition and results of operations could be harmed.
  We
  are a development stage company with a small management team and are subject to the strains of ongoing development and growth, which will
  place significant demands on our management and our operational and financial infrastructure. Although we may not grow as we expect, if
  we fail to manage our growth effectively or to develop and expand our managerial, operational and financial resources and systems, our
  business and financial results would be materially harmed.
  Our customers frequently make advance payments
  based on anticipated future usage.
  In
  our cloud service business, customers often make advance payments to finance the equipment they intend to purchase from us. If we are
  unable to meet the contract requirements or deliver GPU clusters to their satisfaction for any reason, we may be obligated to refund these
  deposits.
  In
  our colocation Data Center Hosting Business, customers typically pay a month in advance based on their projected demand. If we are unable
  to provide the services as expected for any reason, we would be required to issue a credit or refund the difference to the customer. Any
  such refunds or issuances of credit could have an adverse effect on our business, results of operations, and financial condition.
  7
  We intend to grow our business through strategic
  acquisitions, investments, and joint ventures that involve numerous risks and uncertainties.
  We intend to grow our business
  through strategic transactions, including acquisitions, investments, and joint ventures, that involve numerous risks and uncertainties.
  We expect to continue to be in various stages of seeking, evaluating, and pursuing additional strategic transactions both in the U.S.
  and in non-U.S. jurisdictions. These transactions are likely to require unique approaches to integration due to, among other reasons,
  the structure of the transactions, the locations, and cultural differences among the other company's teams and ours, and have required
  and will continue to require significant attention from our management team as described in the risk factor titled "
  From time
  to time we may evaluate and potentially consummate strategic investments, combinations, joint-ventures, acquisitions or alliances, which
  could require significant management attention, disrupt our business and adversely affect our financial results
  ". If we are
  unable to obtain the anticipated benefits from these transactions, or if we encounter difficulties in integrating any acquired operations
  with our business, our financial condition and results of operations could be materially harmed.
  Dependence on joint ventures and other
  local partners could adversely affect our profits.
  We intend to conduct some
  operations through joint ventures in which unaffiliated third parties may control or have significant influence on the operations of the joint
  venture. As with any joint venture arrangement, differences in views among the joint venture participants may result
  in the joint venture operating in a manner that is contrary to our preference, delayed decisions or in failures to agree on
  major issues. These factors could have a material adverse effect on the business and results of operations of our joint ventures and,
  in turn, our business and combined results of operations. In addition to joint ventures, we may rely on local third-party partners in
  foreign jurisdiction, as we do in Iceland, to provide various services in support of our cloud services and HPC data center businesses,
  including installation, service and technical support, as well as the provision of equipment and personnel. If a local partner is unwilling
  or unable to deliver its services for any reason including, but not limited to, a dispute with us, the deterioration of its financial
  condition or a loss of personnel, we may be unable to engage an alternative partner or subcontractors to perform the same services, or
  on terms substantially similar to those with our existing partners. The failure to do so may cause us to breach the terms of existing
  contracts, impede our ability to complete orders, and/or result in damage to our customer relationships in that jurisdiction, any of which
  may damage our reputation and have a material adverse effect on our business in the impacted jurisdiction.
  If one of our customers were to obtain exclusive
  rights to open source technologies that we employ across our businesses, our ability to realize significant operating efficiencies
  could be jeopardized.
  Our business model leverages
  our ability to share significant open source technological innovations across cloud services, our data centers and customers. If one of
  our customers were to obtain exclusive rights to what are now open source technologies we employ across our businesses, we could be limited
  in obtaining essential supplies at competitive costs and sharing research and development costs across our businesses. As a result, our
  ability to realize significant operating efficiencies by modifying our existing or new data centers utilizing these technologies and our
  ability to serve all our customers could be jeopardized, which could materially adversely affect our business, results of operations and
  future prospects.
  The loss of any member of our management
  team, our inability to execute an effective succession plan, or our inability to attract and retain qualified personnel could adversely
  affect our business.
  Our success and future growth
  will depend to a significant degree on the skills and services of our management team, including Mr. Sam Tabar, our Chief Executive Officer,
  and Mr. Erke Huang, our Chief Financial Officer. We have recently hired several key members of senior management of Enovum, including
  Billy Krassakopoulos, CEO of Enovum, who is President of WhiteFiber and Thomas Sanfilippo, Chief Technology Officer of Enovum, in order
  to grow WhiteFiber's business. 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 who have a sound understanding of our business. The market for highly qualified personnel in our 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.
  8
  Our operations may be negatively affected
  if it is unable to obtain, develop and retain key personnel and skilled labor forces.
  WhiteFiber must attract, develop
  and retain executive officers and other professional, technical and labor forces with the skills and experience necessary to successfully
  manage, operate and grow. We have recently hired certain key personnel for WhiteFiber, as well as the management team of Enovum. However,
  competition for these employees is high, due, in part, to the nascent HPC Business workforce. In some cases, competition for these employees
  is on a regional, national, or global basis. At times of low unemployment, it may be difficult for us to attract and retain qualified
  and affordable personnel. A shortage in the supply of skilled personnel creates competitive hiring markets, increased labor expenses,
  decreased productivity and potentially lost business opportunities to support our operating and growth strategies. Additionally, if we
  are unable to hire employees with the requisite skills, it may be forced to incur significant training expenses. As a result, our ability
  to maintain productivity, relationships with customers, competitive costs, and quality services are limited by the ability to employ,
  retain and train the necessary skilled personnel and could negatively affect its results of operations, financial position and cash flows.
  If we cannot maintain our corporate culture
  as we grow, we could lose the innovation, collaboration and focus that contribute to our business.
  We believe that a critical
  component of our success is our corporate culture, which we believe fosters innovation, encourages teamwork and cultivates creativity.
  As we continue to grow, we may find it difficult to maintain these valuable aspects of our corporate culture. Any failure to preserve
  our culture could negatively impact our future success, including our ability to attract and retain employees, encourage innovation and
  teamwork and effectively focus on and pursue our corporate objectives.
  Cybersecurity incidents and threats including
  cyberattacks, ransomware attacks and security breaches of cloud services and our information systems, or those impacting our third parties,
  could adversely impact our brand and reputation and our business, operating results, and financial condition.
  Our cloud services involve
  the collection, storage, processing, and transmission of confidential information, employee, service provider, and other personal data.
  We have built our cloud services on the premise that we maintain a secure way to secure, store, and transact in cloud services. As a result,
  any actual or perceived security breach of us or our third-party partners may:
  ●
  harm our reputation and brand;
  ●
  result in our cloud services
  being unavailable and interrupt our operations;
  ●
  result in improper disclosure
  of data and violations of applicable privacy and other laws;
  ●
  result in significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, and financial exposure;
  ●
  result in exposure to claims for damages and other remedies by our customers and individuals whose personal data is the subject to a cybersecurity incident;
  ●
  cause us to incur significant
  remediation and notification costs;
  ●
  divert the attention of management
  from the operation of our business; and
  ●
  adversely affect our business
  and operating results.
  9
  Further, any actual or perceived
  breach or cybersecurity incident or attack, whether or not we are directly impacted, could lead to a general loss of customer confidence
  in the digital asset industry or in the use of technology to conduct financial transactions, which could negatively impact us, including
  the market perception of the effectiveness of our security measures and technology infrastructure. Certain kinds of cybersecurity incidents
  and attacks, such as ransomware attacks, could result in the interruption of our cloud services and information systems, and result in
  the inability to access and loss of data.
  An increasing number of organizations,
  including large merchants, businesses, technology companies, and financial institutions, as well as government institutions, have disclosed
  breaches of their information security systems, some of which have involved sophisticated and highly targeted attacks, including on their
  websites, mobile applications, and infrastructure.
  Cybersecurity incidents and
  attacks upon systems across a variety of industries, including cloud services, are increasing in their frequency, persistence, and sophistication,
  and, in many cases, are being conducted by sophisticated, well-funded, and organized groups and individuals, including state actors. The
  techniques used to obtain unauthorized, improper, or illegal access to systems and information (including customers and partners'
  personal data, AI algorithms, disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect quickly,
  and often are not recognized or detected until after they have been launched against a target. These attacks may occur on our cloud services
  or those of our third-party service providers or partners. Certain types of cyberattacks could harm us even if our systems are left undisturbed.
  For example, attacks may be designed to deceive employees and service providers into releasing control of our systems to a hacker, while
  others may aim to introduce computer viruses or malware into our cloud services with a view to stealing confidential or proprietary data.
  Additionally, certain threats are designed to remain dormant or undetectable until launched against a target and we may not be able to
  implement adequate preventative measures.
  Although we have developed
  systems and processes designed to protect our information systems and the data we manage, prevent cybersecurity incidents, data loss and
  other security breaches, effectively respond to known and manage, prevent cybersecurity incidents, data loss and other security breaches,
  effectively respond to known and potential risks, and expect to continue to expend significant resources to bolster these protections,
  there can be no assurance that these security measures will provide absolute security or prevent breaches or attacks. We have experienced
  from time to time, and may experience in the future, breaches of our security measures due to human error, malfeasance, insider threats,
  system errors or vulnerabilities, or other irregularities. Unauthorized parties have attempted, and we expect that they will continue
  to attempt, to gain access to our systems and facilities, as well as those of our customers, partners, and third-party service providers,
  through various means, including hacking, social engineering, phishing, and attempting to fraudulently induce individuals (including employees,
  service providers, and our customers) into disclosing usernames, passwords, payment card information, or other sensitive information,
  which may, in turn, be used to access our cloud services. Threats can come from a variety of sources, including criminal hackers, hacktivists,
  state-sponsored intrusions, industrial espionage, and insiders. Certain threat actors may be supported by significant financial and technological
  resources, making them even more sophisticated and difficult to detect.
  We may be vulnerable to physical security
  breaches, which could disrupt our operations and have a material adverse effect on our business, financial condition and results of operations.
  A party who is able to compromise
  the physical security measures protecting our facilities could cause interruptions or malfunctions in our operations and misappropriate
  our property or the property of our customers. As we provide assurances to our customers that we provide the highest level of security,
  such a compromise could be particularly harmful to our brand and reputation. We may be required to expend significant capital and resources
  to protect against such threats or to alleviate problems caused by breaches in security. As techniques used to breach security change
  frequently and are often not recognized until launched against a target, we may not be able to implement new security measures in a timely
  manner or, if and when implemented, we may not be certain whether these measures could be circumvented. Any breaches that may occur could
  expose us to increased risk of lawsuits, regulatory penalties, loss of existing or potential customers, harm to our reputation and increases
  in our security costs, which could have a material adverse effect on our business, financial condition and results of operations.
  10
  Supply chain disruptions may adversely affect
  WhiteFiber's operations.
  We are a provider of Graphic
  Processing Units ("GPUs") compute and purchases NVIDA H100 and H200 servers, as well as other servers, through OEMS, for example,
  Supermicro Computer Inc®, Dell, and Hewlett Packard Enterprise. Disruptions, shortages or delays in our ability to source GPUs and
  price increases from suppliers have and may continue to occur, which have and may continue to adversely affect our results of operations,
  financial condition, cash flows and harm customer relationships. Any material disruption at our facilities or those of its customers or
  suppliers or otherwise within its supply chain, whether as a result of downtime, work stoppages or facility damage could prevent us from
  meeting customer demands or expected timelines, require it to incur unplanned capital expenditures, or cause other material disruptions
  to its operations, any of which could have a material adverse effect on our operations, financial position and cash flows. Further, supply
  chain disruptions can occur from events out of WhiteFiber's control, such as environmental incidents or other catastrophes.
  We operate in a capital-intensive industry
  and are subject to capital market and interest rate risks.
  WhiteFiber's operations
  require significant capital investment to purchase and maintain the property and equipment required to provide specialized infrastructures
  to support generative AI work streams. In addition, WhiteFiber's operations include a significant level of fixed and semi-fixed
  costs. Consequently, we will rely on capital markets, as sources of liquidity for capital requirements for growth. If we are unable to
  access capital at competitive rates, the ability to implement business plans, make capital expenditures or pursue acquisitions it would
  otherwise rely on for future, growth may be adversely affected. Market disruptions may increase the cost of borrowing or adversely affect
  WhiteFiber's ability to access one or more financial markets. Such market disruptions could include:
  ●
  A significant economic downturn.
  ●
  The financial distress of unrelated
  industry leaders in the same line of business.
  ●
  Deterioration in capital market
  conditions.
  ●
  Turmoil in the financial services
  industry.
  ●
  Volatility in GPU prices.
  ●
  Terrorist attacks.
  ●
  War.
  ●
  Cyberattacks.
  If we raise additional equity
  financing, our shareholders may experience significant dilution of their ownership interests, and the per share value of our Ordinary
  Shares could decline. Furthermore, if we engage in debt financing, the holders of debt will have priority over the holders of our Ordinary
  Shares on order of payment preference. We may be required to accept terms that restrict or limit our ability to, among other things:
  ●
  Pay cash dividends to our shareholders,
  subject to certain limited exceptions;
  ●
  Redeem or repurchase our Ordinary
  Shares or other equity;
  ●
  Incur additional indebtedness;
  ●
  Permit liens on assets;
  ●
  Make certain investments (including
  through the acquisition of stock, shares, partnership or limited liability company interests, any loan, advance or capital contribution);
  ●
  Sell, lease, license, lend
  or otherwise convey an interest in a material portion of our assets; and
  ●
  Sell or otherwise issue Ordinary
  Shares or other share capital subject to certain limited exceptions.
  These restrictions may limit
  our ability to obtain additional financing, withstand downturns in our business or take advantage of business opportunities.
  11
  Our business has and is expected to continue
  to have significant customer concentration.
  We
  generate a large portion of our revenue from a small number of customers. There are inherent risks whenever a large percentage of total
  revenue is concentrated with a limited number of customers. If we were to lose one or more of our customers, our operating results could
  be materially adversely affected.
  WhiteFiber
  Data Centers
  Enovum's
  data center in Montreal is currently serving 14 customers. No one customer has accounted for in excess of 50% of revenue in the three
  months ended March 31, 2025 or the 12 months ended December 31, 2024. During fiscal year 2023, 12 customers accounted for 100% of Enovum's
  revenue.
  Cloud
  Service Business
  During
  2024, our HPC data center in Iceland had contracts with three customers. Our Initial Customer has accounted for approximately 75% of our
  revenue during the three months ended March 31, 2025 and 43% of our revenues through December 31, 2024.
  We
  expect that the limited number of customers will continue to account for a high percentage of our revenue for the foreseeable future.
  In addition, demand for our services generated by these customers may fluctuate significantly from quarter to quarter. The concentration
  of our customer base increases risks related to the financial condition of our customers, and the deterioration in financial condition
  of a single customer or the failure of a single customer to perform its obligations could have a material adverse effect on our results
  of operations and cash flow. In the event that any of our customers experience a decline in their equipment usage for any reason, or decide
  to discontinue the use of our facilities, we may be compelled to lower our prices or risk losing a significant customer. Such developments
  could adversely affect our profit margins and financial position, leading to a negative impact on our revenue and operational results.
  Failure to attract, grow and retain a diverse
  and balanced customer base, could adversely affect our business and operating results.
  Our
  ability to attract, grow and retain a diverse and balanced customer base, consisting of enterprises, cloud service providers, network
  service providers, and digital economy customers, may affect our ability to grow our business. Currently our data center operations are
  limited to Iceland and Montreal, Canada which enables us to better generate significant interconnection revenues, which in turn increases
  our overall revenues. Our ability to attract customers to our data centers will depend on a variety of factors, including our product
  offerings, the presence of carriers, the overall mix of customers, the presence of key customers attracting business through ecosystems,
  the data center's operating reliability and security and our ability to effectively market our product offerings. Our inability
  to develop, provide or effectively execute any of these factors may adversely affect the development, growth and retention of a diverse
  and balanced customer base and adversely affect our business, financial condition and results of operations.
  Our new services and changes to existing
  services could fail to attract or retain users or generate revenue and profits, or otherwise adversely affect our business.
  Our
  ability to retain, increase, and engage our customer base and to increase our revenue depends heavily on our ability to continue to evolve
  our existing services and to create successful new services, both independently and in conjunction with developers or other third parties.
  We may introduce significant changes to our existing services or acquire or introduce new and unproven services, including using technologies
  with which we have little or no prior development or operating experience. These efforts, including the introduction of new services or
  changes to existing services, may result in new or enhanced governmental or regulatory scrutiny, litigation, ethical concerns, or other
  complications that could adversely affect our business, reputation, or financial results. If our new services fail to engage users or
  developers, or if our business plans are unsuccessful, we may fail to attract or retain users or to generate sufficient revenue, operating
  margin, or other value to justify our investments, and our business may be adversely affected.
  12
  We have an evolving business model which
  is subject to various uncertainties.
  As cloud services and data
  centers become more widely available, we expect the services and products associated with them to evolve. In order to stay current with
  the industry, our business model requires us to evolve as well. From time to time, we have modified and will continue to modify aspects
  of our business model relating to our strategy. We cannot offer any assurance that these or any other modifications will be successful
  or will not result in harm to our business. We may not be able to manage growth effectively, which could damage our reputation, limit
  our growth and negatively affect our operating results. Further, we cannot provide any assurance that we will successfully identify all
  emerging trends and growth opportunities in this business sector, and we may lose out on those opportunities. Such circumstances could
  have a material adverse effect on our business, prospects or operations.
  We may be negatively impacted by future
  litigation, claims or investigations.
  We may become party to, among
  other things, environmental, commercial, contract, warranty, antitrust, tax, property entitlements and land use, product liability, health
  and safety, and employment claims. The outcome of any future lawsuits, claims, investigations or proceedings is often difficult to predict
  and could be adverse and material in amount. In addition to the monetary cost, litigation can divert management's attention from
  its core business opportunities. Development of new information in these matters can often lead to changes in management's estimated
  liabilities associated with these proceedings including the judge's rulings or judgements, jury verdicts, settlements or changes
  in applicable law. The outcome of such matters is often difficult to predict, and unfavorable outcomes could have a material impact to
  our results of operations, financial position and cash flows.
  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.
  General risk factors that could impact our businesses.
  Certain additional factors
  may negatively impact our financial results in future periods. The following factors should be considered for a better understanding of
  the risks to us:
  ●
  Acquisition, disposal, and impairments of assets or facilities: These activities can lead to financial losses, operational disruption, or reduced asset value if transactions are poorly timed, overpriced, or if market conditions change.
  ●
  The cyclical nature of large infrastructure projects. Our data center development is subject to long lead times, significant upfront capital investment, including equity and debt financing, and dependence on customer demand forecasts. As a result, our infrastructure projects are exposed to economic cycles, technology refresh cycles, and shifts in AI or cloud compute demand.
  ●
  Labor negotiations or disputes: Work stoppages or unfavorable labor terms can disrupt operations, increase costs, and delay project timelines.
  ●
  Inability of contract counterparts to meet their contractual obligations: Default by suppliers, customers, or partners can result in revenue shortfalls, service disruptions, or increased costs to find replacements.
  ●
  The inability to effectively integrate the operations and the internal controls of any acquired companies: Poor integration can lead to inefficiencies, compliance risks, and failure to realize expected synergies, affecting overall financial and operational performance.
  13
  We maintain cash deposits in excess of federally
  insured limits. Adverse developments affecting financial institutions, including bank failures, could adversely affect our liquidity and
  financial performance.
  We regularly maintain domestic
  cash deposits in Federal Deposit Insurance Corporation ("FDIC") insured banks that exceed the FDIC insurance limits. Bank
  failures, events involving limited liquidity, defaults, non-performance, or other adverse developments that affect financial institutions,
  or concerns or rumors about such events, may lead to liquidity constraints. For example, on March 10, 2023, Silicon Valley Bank failed
  and was taken into receivership by the FDIC. The failure of a bank, or other adverse conditions in the financial or credit markets impacting
  financial institutions at which we maintain balances, could adversely impact our liquidity and financial performance. There can be no
  assurance that our deposits in excess of the FDIC or other comparable insurance limits will be backstopped by the U.S., or that any bank
  or financial institution with which we do business will be able to obtain needed liquidity from other banks, government institutions or
  by acquisition in the event of a failure or liquidity crisis.
  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.
  From May 4, 2022 until March 31, 2025, we
  have sold an aggregate of 81,990,654 shares for an aggregate purchase price of $288.1 million net of offering costs pursuant to an
  at-the-market offering. We sold on additional 25,504,699 Ordinary Shares from April 1, 2025 until May 14, 2025 for net proceeds of
  $48.3 million. On June 27, we completed the sale of 75 million Ordinary Shares at $2.00 per share for net proceeds of approximately
  $141.5 million in a registered public offering. On July 1, 2025, the underwriters exercised their over-allotment option for the purchase
  of an additional 11,250,000 Ordinary Shares at $2.00 per share for net proceeds of approximately $21.3 million We had a net income
  of $28.3 million for Fiscal 2024. We incurred a net loss of $13.9 million for Fiscal 2023, which included $6.6 million impairment of
  digital assets. We had negative cash flows for our operating activities of $13.0 million for Fiscal 2024. We had positive cash flows
  from our operating activities of $1.1 million for Fiscal 2023. Negative cash flow during Fiscal 2024 resulted, in part, from gains
  on digital assets of $55.7 million and revenue from bitcoin mining of $58.6 million, offset by depreciation and amortization
  expenses of $32.3 million. Positive cash flow during Fiscal 2023 resulted, in part, from gain from exchange of digital assets of
  $18.8 million offset by $6.6 million impairment of digital assets.
  We cannot assure you our business model will allow
  us to continue to generate positive cash, given our substantial expenses in relation to our revenue at this stage of our Company's
  development. Our inability to offset our expenses with adequate revenue will adversely affect our liquidity, financial condition and results
  of operations. Although we have adequate cash on hand and have drawn down on an effective $500 million at-the-market shelf registration
  statement and anticipated cash flows from operating activities are expected to be sufficient to meet our anticipated working capital requirements
  and capital expenditures in the ordinary course of business for the next 12 months, we cannot assure you that will be the case. We expect
  to need additional cash resources in the future as we wish to pursue opportunities for investment, acquisition, capital expenditure or
  similar actions in order to implement our business plan. The issuance and sale of additional equity has resulted and will continue to
  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.
  Cloud Service Development
  Related Risks
  Our cloud service technology and infrastructure
  may not operate properly or as we expect them to, which could cause us to incur fines and monetary penalties, adversely affecting our
  business, results of operations, and financial condition.
  The continuous development,
  maintenance, and operation of our cloud service technology and infrastructure is expensive and complex and may involve unforeseen difficulties,
  including material performance problems, undetected defects, or errors, particularly with new capabilities and system integrations. We
  may encounter technical obstacles, and it is possible that we may discover additional problems that prevent our technology and systems
  from operating properly. If our cloud services do not function reliably, we may incur fines and monetary penalties, as well as regulatory
  orders requiring remedial, injunctive, or other corrective actions.
  14
  Regulators may limit our ability
  to develop or implement our cloud services technology and infrastructure and/or may eliminate or restrict the confidentiality of our technology,
  which could have a material adverse effect on our financial condition and results of operations.
  Our future success depends
  on our ability to continue to develop and implement our cloud services technology, and to maintain the confidentiality of this technology.
  Changes to existing regulations, their interpretation or implementation, or new regulations could impede our use of this technology, or
  require that we disclose our technology to our competitors, which could impair our competitive position and result in a material adverse
  effect on our business, results of operations, and financial condition.
  We face intense competition in the cloud
  services industry and may not be able to compete with other companies. If we do not continue to innovate and provide cloud services to
  our customers and partners, we may not remain competitive, which could harm our business, financial condition, cloud service and operating
  results.
  We
  may not be able to compete successfully against present or future competitors. We do not have the resources to compete with larger providers
  of similar products or services at this time. Our cloud services business environment is rapidly evolving and intensely competitive; it
  faces changing cloud service technologies, shifting customer needs, and frequent introductions of rival products and services. To compete
  successfully, we must accurately anticipate cloud service technology developments and deliver innovative, relevant, and useful products,
  services, and technologies in a timely manner. As our cloud services business evolves, the competitive pressure to innovate will encompass
  a wider range of products and services. We must continue to invest significant resources in technical infrastructure and R&D, including
  through acquisitions, in order to enhance our cloud service technology, and services. With the limited resources we have available, we
  may experience difficulties in expanding and improving our colocation data center and services to remain competitive. Competition from
  existing and future competitors particularly those better capitalized, could result in our inability to secure acquisitions and partnerships
  that we may need to expand our business in the future. This competition from other entities with greater resources, experience and reputations
  may result in our failure to maintain or expand our business, as we may never be able to successfully execute our business plan. If we
  are unable to expand and remain competitive, our business could be negatively affected which would have an adverse effect on the trading
  price of our Ordinary Shares, which would harm our investors.
  Our
  current and potential domestic and international competitors range from large and established companies to emerging start-ups. Some competitors
  have longer operating histories and well-established relationships in various sectors. They can use their experience and resources in
  ways that could affect our competitive position, including by making acquisitions and entering into other strategic arrangements; continuing
  to invest heavily in cloud services technical infrastructure, R&D, and in talent; initiating intellectual property and competition
  claims (whether or not meritorious). Further, discrepancies in enforcement of existing laws may enable our lesser known competitors to
  aggressively interpret those laws without commensurate scrutiny, thereby affording them competitive advantages. Our competitors may also
  be able to innovate and provide cloud services faster than we can or may foresee the need for products and services before we do.
  We
  are expanding our investment in research and development companywide. This includes generative AI and continuing to integrate AI capabilities
  into our products and services. Cloud service technology and services are highly competitive, rapidly evolving, and require significant
  investment, including development and operational costs, to meet the changing needs and expectations of our existing users and attract
  new users. Our ability to deploy certain cloud service technologies critical for our products and services and for our business strategy
  may depend on the availability and pricing of third-party equipment and technical infrastructure. Additionally, other companies may develop
  cloud service products and technologies that are similar or superior to our technologies or more cost-effective to deploy. Other companies
  have, or in the future may obtain, patents or other proprietary rights that would prevent, limit, or interfere with our ability to make,
  use, or sell our own cloud services.
  Our
  financial condition and operating results may also suffer if our cloud services are not responsive to the evolving needs and desires of
  our customers and partners. As new and existing cloud service technologies continue to develop, competitors and new entrants may be able
  to offer experiences that are, or that are seen to be, substantially similar to or better than ours. These technologies could reduce usage
  of our products and services, and force us to compete in different ways and expend significant resources to develop and operate equal
  or better products and services. Competitors' success in providing compelling products and services or in attracting and retaining
  customers and partners could harm our financial condition and operating results.
  15
  Our sales cycles
  can be long and unpredictable, and our sales efforts require considerable time and expense.
  Our
  go-to-market approach currently focuses on a top-down sales model to drive demand and pipeline from the large AI labs and AI enterprises.
  Sales to such customers involves longer and more unpredictable sales cycles. Customers often view the purchase of our platform as a significant
  strategic decision and, as a result, frequently require considerable time to evaluate, test, and qualify our platform prior to entering
  into or expanding a relationship with us. Large enterprises in particular, often undertake a significant evaluation process that further
  lengthens our sales cycle.
  Our
  direct sales team develops relationships with our customers, and works on account penetration, account coordination, sales, and overall
  market development. We spend substantial time and resources on our sales efforts without any assurance that our efforts will produce a
  sale. Cloud infrastructure capacity purchases are frequently subject to budget constraints, multiple approvals, and unanticipated administrative,
  processing, and other delays. As a result, it is difficult to predict whether and when a sale will be completed. The failure of our efforts
  to secure sales after investing resources in a lengthy sales process would adversely affect our business, operating results, financial
  condition, and future prospects
  .
  Our ability to
  maintain customer satisfaction depends in part on the quality of our customer support and cloud operations services. Our failure to maintain
  high-quality customer support and cloud operations services could have an adverse effect on our business, operating results, financial
  condition, and future prospects.
  We
  believe that the successful use of our platform requires a high level of support and engagement for many of our customers. In order to
  deliver appropriate customer support and engagement, we must successfully assist our customers in deploying and continuing to use our
  platform, resolve performance issues, address interoperability challenges with the customers' existing IT infrastructure, and respond
  to security threats and cyber-attacks and performance and reliability problems that may arise from time to time. Increased demand for
  customer support and cloud operations services, without corresponding increases in revenue, could increase our costs and adversely affect
  our business, operating results, financial condition, and future prospects.
  Furthermore,
  there can be no assurance that we will be able to hire sufficient support personnel as and when needed, particularly if our sales exceed
  our internal forecasts. We expect to increase the number of our customers, and that growth may put additional pressure on our customer
  support and cloud operations services teams. Our customer support and cloud operations services teams may need additional personnel to
  respond to customer demand. We may be unable to respond quickly enough to accommodate short-term increases in customer demand for services.
  To the extent that we are unsuccessful in hiring, training, and retaining adequate support resources, our ability to provide high-quality
  and timely support to our customers will be negatively impacted, and our customers' satisfaction and their purchase of our infrastructure
  could be adversely affected.
  In
  addition, as we continue to grow our operations and expand outside of the United States, we need to be able to provide efficient services
  that meet our customers' needs globally at scale, and our customer support and cloud operations services teams may face additional
  challenges, including those associated with operating the platforms and delivering support, training, and documentation in languages other
  than English and providing services across expanded time-zones. If we are unable to provide efficient customer support services globally
  at scale, our ability to grow our operations may be harmed, and we may need to hire additional services personnel which could increase
  our expenses, and negatively impact our business, financial condition, operating results, and future prospects.
  The broader adoption,
  use, and commercialization of AI technology, and the continued rapid pace of developments in the AI field, are inherently uncertain. Failure
  by our customers to use our cloud services to support AI use cases in their systems, or our ability to keep up with evolving AI technology
  requirements and regulatory frameworks, could have a material adverse effect on our business, operating results, financial condition,
  and future prospects.
  As
  part of our growth strategy, we seek to attract and acquire customers requiring high-performance computing, such as AI, machine learning,
  and automated decision-making technologies, including proprietary AI algorithms and models (collectively, "AI Technologies").
  16
  AI
  has been developing at a rapid pace, and continues to evolve and change. As demand continues for AI services, AI providers, including
  our customers, have sought increased compute capacity to enable advancements in their AI models and service the demands of end users.
  We cannot predict whether additional computing power will continue to be required to develop larger, more powerful AI models, or if the
  practical limits of AI technology will plateau in the future regardless of available compute capacity. Further, there have been recent
  advancements in AI technology, including open-source AI models, that may lead to compute and other efficiencies that may impact the demand
  for AI services, including our platform, solutions, and services, which may adversely impact our revenue and profitability. In the event
  that existing scaling laws do not continue to apply as they have in the past, demand by our customers for compute resources, including
  our solutions and services, may not continue to increase over time, or may decrease if overall demand for AI is impacted by a lack of
  further technological development. If we are unable to keep up with the changing AI landscape or in developing services to meet our customers'
  evolving AI needs, or if the AI landscape does not develop to the extent we or our customers expect, our business, operating results,
  financial condition, and future prospects may be adversely impacted.
  Additionally,
  we may incur significant costs and experience significant delays in developing new solutions and services or enhancing our current platform
  to adapt to the changing AI landscape, and may not achieve a return on investment or capitalize on the opportunities presented by demand
  for AI solutions. Moreover, while AI adoption is likely to continue and may accelerate, the long-term trajectory of this technological
  trend is uncertain. Further, market acceptance, understanding, and valuation of solutions and services that incorporate AI Technologies
  are uncertain and the perceived value of AI Technologies used and/or provided by our customers could be inaccurate. If AI is not broadly
  adopted by enterprises to the extent we expect, or if new use cases do not arise, then our opportunity may be smaller than we expect.
  Further, if the consumer perception and perceived value of AI Technologies is inaccurate this could have a material adverse effect on
  our customers, which in turn could have a material adverse effect on our business, operating results, financial condition, and future
  prospects.
  Concerns
  relating to the responsible use by our customers of new and evolving technologies, such as AI, which are supported by our platform, may
  result in collateral reputational harm to us. AI may pose emerging ethical issues and if our platform enables customer solutions that
  draw controversy due to their perceived or actual impact on society, we may experience brand or reputational harm, competitive harm, or
  legal liability.
  Furthermore,
  the rapid pace of innovation in the field of AI has led to developing and evolving regulatory frameworks globally, which are expected
  to become increasingly complex as AI continues to evolve. Regulators and lawmakers around the world have started proposing and adopting,
  or are currently considering, regulations and guidance specifically on the use of AI. Regulations related to AI Technologies have been
  introduced in the United States at the federal level and are also enacted and advancing at the state level. Additional regulations may
  impact our customers' ability to develop, use and commercialize AI Technologies, which would impact demand for our platform, solutions,
  and services and may affect our business, operating results, financial condition, and future prospects.
  AI
  and related industries, including cloud services, are under increasing scrutiny from regulators due to their concerns about market concentration,
  anti-competitive practices, and the pace of partnerships and acquisitions involving generative AI startups. As the industry continues
  to grow, transactions and business conduct will likely continue to draw scrutiny from regulators. Our customers may become subject to
  further AI regulations, including any restrictions on the total consumption of compute technology, which could cause a delay or impediment
  to the commercialization of AI technology and could lead to a decrease in demand for our customers' AI infrastructure, and may adversely
  affect our business, operating results, financial condition, and future prospects.
  17
  Risks Related to Our Data Center Operations
  We are at an early stage of development
  of our business, currently have limited sources of revenue, and may not become profitable in the future.
  We are subject to the
  risks and uncertainties of a new business, with limited sources of revenue. We completed our acquisition of Enovum in October 2024. Accordingly,
  we have only a limited history upon which an evaluation of our data center prospects and future performance can be made.
  As
  we grow and develop as a business, we are attempting to reduce the impact of variability on our revenue and colocation costs by entering
  into long-term contracts at each site. In our data center services, our contracts with its 14 customers range from month to month to 60
  months. As these are new services in the industry, the value and longevity of the GPUs remain uncertain in this rapidly evolving market.
  Given that we have only a limited history of operating a colocation data center, the long-term profitability of these contracts cannot
  be presently determined. If we are unable to successfully implement our development plan or to increase our generation of revenue, we
  will not remain profitable in the future.
  We
  intend to continue scaling our company to increase our customer base and implement initiatives, including new business lines and global
  expansion. These efforts may prove more expensive than we currently anticipate. We may be unable to secure the required financing which
  may not result in increased revenue or profitability in the short term or at all. We will also incur increased compliance costs associated
  with growth, expanding our customer base, and being a public company. Our efforts to grow our business may be costlier than we expect,
  or the revenue growth rate may be slower than we expect. As we pivot towards new markets such as cloud services and colocation data center
  operations, we realize that our limited experience in these areas may impact our ability to accurately assess our prospects. The likelihood
  of our success must be considered in light of the expenses, difficulties, complications, problems and delays frequently encountered in
  connection with the expansion of a business, operating a business in a competitive industry, and the continued development of expanding
  our customer base. There can be no assurance that we will operate profitably in the future.
  We may be unable to access sufficient additional
  capital equity and debt financing needed to grow our business.
  We
  will need to raise substantial additional capital to expand our data center operations, pursue our growth strategies and to respond to
  competitive pressures or unanticipated working capital requirements. However, market conditions may limit our ability to raise funds in
  a timely manner, in sufficient quantities, or on terms acceptable to us, if at all, which could impair our growth and adversely affect
  our existing operations. If we raise additional equity financing, our shareholders may experience significant dilution of their ownership
  interests, and the per share value of our Ordinary Shares could decline. Furthermore, if we engage in debt financing, the holders of debt
  would have priority over the holders of our Ordinary Shares on order of payment preference. We may be required to accept terms that restrict
  our ability to incur additional indebtedness, pay dividends to our shareholders, or take other actions. We may also be required to maintain
  specified liquidity or other ratios that could otherwise not be in the interests of our shareholders. If we are unable to raise the additional
  capital needed to execute our future strategic growth initiatives, we may be less competitive in our industry and the results of these
  provisions could make investing in our securities less attractive to investors and could limit our ability to obtain adequate financing
  on a timely basis or on acceptable terms in the future, which could have significant harmful effects on our financial condition and business
  and could include substantial limitations on our ability to continue to conduct operations.
  Our business depends upon the demand for
  data centers.
  We
  are in the business of owning, acquiring, developing and operating data centers. A reduction in the demand for data center space, power
  or connectivity would have a greater adverse effect on our business and financial condition than if our assets were devoted to a less
  specialized use. Our substantial development activities make us particularly susceptible to general economic slowdowns, as well as adverse
  developments in the data center, Internet, AI and data communications and broader technology industries. It is not possible for us to
  predict the future level of demand for our services that will be generated by these customers or the future demand for the products and
  services of these customers. Any such slowdown or adverse development could lead to reduced corporate IT spending or reduced demand for
  data center space. Changes in industry practice or in technology could reduce demand for the physical data center space we provide. In
  addition, our customers may choose to develop new data centers or expand their own existing data centers or consolidate into data centers
  that we do not own or operate, which could reduce demand for our newly developed data centers or result in the loss of one or more key
  customers. If any of our key customers were to do so, it could result in a loss of business to us or put pressure on our pricing. Mergers
  or consolidations of technology companies could reduce further the number of our customers and potential customers and make us more dependent
  on a more limited number of customers. If our customers merge with or are acquired by other entities that are not our customers, they
  may discontinue or reduce the use of our data centers in the future. Our financial condition, results of operations, cash flow, cash available
  for distribution and ability to satisfy our debt service obligations could be materially adversely affected as a result of any or all
  of these factors.
  18
  We face intense competition in the data
  centers operations and may not be able to compete with other companies. If we do not continue to innovate in the design and management
  of data centers in order to offer innovative solutions to store, process and manage digital information, including AI and ML applications,
  to our customers and partners, we may not remain competitive, which could harm our business, financial condition, data centers and operating
  results.
  We
  may not be able to compete successfully against present or future competitors. We do not have the capital resources to compete with larger
  providers of similar data centers at this time. Our data centers business environment is rapidly evolving and intensely competitive, and
  it faces frequent introductions of rival solutions and new technologies. To compete successfully, we must, among other things, accurately
  anticipate data center technology developments and innovate data centers' design, management and technologies in a timely manner.
  As our data centers business evolves, the competitive pressure to innovate will encompass a wider range of technologies and solutions.
  We must continue to invest significant resources in personnel, technical infrastructure and R&D, including through acquisitions, in
  order to advance/innovate our data centers. With the limited resources we have available, we may experience difficulties in expanding
  and improving our data centers. Competition from existing and future competitors, particularly those better capitalized, could result
  in our inability to secure acquisitions and partnerships that we may need to expand our data centers business in the future. This competition
  from other entities with greater resources, experience and reputation may result in our failure to maintain or expand our data center
  business, as we may never be able to successfully execute our business plan. If we are unable to expand and remain competitive, our business
  could be negatively affected, which would have an adverse effect on the trading price of our Ordinary Shares, which would harm our investors.
  We depend upon third-party suppliers for power, and we are vulnerable
  to service failures and price increases by such suppliers and to volatility in the supply and price of power in the open market.
  We
  rely on third parties to provide power to our data centers, and we cannot ensure that these third parties will deliver such power in adequate
  quantities or on a consistent basis. We are also reliant on third parties to deliver additional power capacity to support the growth of
  our business. If the amount of power available to us is inadequate to support our customer requirements, we may be unable to satisfy our
  obligations to our customers or grow our business. In addition, our data centers may be susceptible to power shortages and planned or
  unplanned power outages caused by these shortages. Power outages may last beyond our backup and alternative power arrangements, which
  would harm our customers and our business. Any loss of services or equipment damage could adversely affect both our ability to generate
  revenues and our operating results, harm our reputation and potentially lead to customer disputes or litigation.
  A curtailment or disruption in energy supply
  in Iceland, Canada or the U.S. due to regulations and policies implemented by their respective governments, which prioritize energy supply,
  may cause a substantial disruption or discontinuance of our data center operations based in Iceland, Canada, or prospectively in the U.S.
  and therefore impair our financial condition or results of operations.
  Through WhiteFiber Iceland ehf, the Company has
  established and has been operating its colocation data center in Northern Iceland developing a fleet of 256 servers since November 2023.
  Through WhiteFiber's subsidiary Enovum which was acquired in October 2024, we have been operating our HPC data center located in
  Montreal Canada (MTL-1), and expect to commence operations in the fourth quarter of 2025 at MTL-2 and MTL-3. In May 2025, we purchased
  a former industrial manufacturing building and land outside of Greensboro, NC which we expect to be operational in March 2026.
  In order to maintain its
  HPC data centers operational, we will need to acquire sufficient supplies of electricity generated by hydroelectric and geothermal energy.
  In addition, our colocation facilities need also to maintain reliable and adequate infrastructure and cooling systems to ensure optimal
  performance.
  Currently,
  Icelandic and Canadian-based data centers and similar facilities, including the ones contracted with the Company, may face significant
  risks of energy disruption, curtailment or discontinuance due to low water level in Icelandic reservoirs utilized by hydropower plants,
  which provide hydro-generated energy in the country. In the event of a water shortage, and therefore a shortage of hydro-generated energy,
  the prioritization framework for Icelandic energy favors residential and certain business uses over data centers and similar facilities.
  In addition, volcanic eruptions might interrupt the generation of electricity from geothermal energy, as occurred several times in 2023.
  19
  In
  addition, we may be subject to risks and unanticipated costs associated with obtaining power from various utility companies. Utilities
  that serve our data centers may be dependent on, and sensitive to price increases for, a particular type of fuel, including hydroelectric.
  In addition, the total cost of delivered electricity could increase as a result of: regulations intended to regulate carbon emissions
  and other pollutants, ratepayer surcharges related to recovering the cost of extreme weather events and natural disasters (including volcanoes
  in Iceland), geopolitical conflicts, military conflicts, grid modernization charges, as well as other charges borne by ratepayers. Increases
  in the cost of power at any of our data centers could put those locations at a competitive disadvantage relative to data centers that
  are supplied power at a lower price.
  Accordingly,
  the energy supply for our data centers may be subject to disruption and could become insufficient to support our operations. Our financial
  condition or results of operations may be adversely affected if our data centers are disrupted or discontinued due to a curtailment or
  interruption of the energy supply.
  We depend on third parties to provide network
  connectivity to the customers in our data centers and any delays or disruptions in connectivity may materially adversely affect our operating
  results and cash flow.
  We
  are not a telecommunications carrier. We believe that the availability of carrier capacity will directly affect our ability to achieve
  our projected results. Any carrier may elect not to offer its services within our data centers. Any carrier that has decided to provide
  network connectivity to our data centers may not continue to do so for any period of time. Further, some carriers are experiencing business
  difficulties or have announced consolidations. As a result, some carriers may be forced to downsize or terminate connectivity within our
  data centers, which could have an adverse effect on the business of our customers and, in turn, our own operating results.
  Our
  data centers may require construction and operation of a sophisticated redundant fiber network. The construction required to connect multiple
  carrier facilities to data centers is complex and involves factors outside of our control, including regulatory requirements and the availability
  of construction resources. We have obtained the right to use network resources owned by other companies, in order to attract telecommunications
  carriers and customers to our portfolio. If the establishment of highly diverse network connectivity to our data centers does not occur,
  is materially delayed or is discontinued, or is subject to failure, our operating results and cash flow may be materially adversely affected.
  Additionally, any hardware or fiber failures on this network may result in significant loss of connectivity to our data centers. This
  could negatively affect our ability to attract new customers or retain existing customers, which could have an adverse effect on our business,
  financial condition and results of operations.
  Any failure of our physical or information
  technology or operational technology infrastructure or services could lead to significant costs and disruptions.
  Our
  business depends on providing customers with highly reliable services, including with respect to power supply, physical security, cybersecurity,
  and maintenance of environmental conditions. We may fail to provide such services because our operations are vulnerable to, among other
  things, mechanical or telecommunications failure, power outage, human error, physical or electronic security breaches, cyberattacks, ransomware
  attacks, war, terrorism, fire, earthquake, pandemics, hurricane, flood and other natural disasters, sabotage and vandalism.
  Substantially
  all of our customer agreements include terms requiring us to meet certain service level commitments. Any failure to meet these or other
  commitments or any equipment damage in our data centers due to any reason could subject us to contractual liability, including service
  level credits against customer rent payments, legal liability and monetary damages, regulatory sanctions, or, in certain cases of repeated
  failures, the right by the customer to terminate the agreement. Service interruptions, equipment failures or security breaches could also
  materially impact our brand and reputation globally and lead to customer contract terminations or non-renewals and an inability to attract
  customers in the future.
  20
  Any disruption of service experienced by
  certain of our third-party service providers, or our ineffective management of relationships with third-party service providers could
  harm our business, financial condition, operating results, cash flows and prospects.
  We
  rely on several third-party service providers for services that are essential to our business model, the most important of which are our
  suppliers of power, electrical equipment (including GPU servers), building materials, and construction services. Additionally, as we build
  our cloud service business, we also expect to rely on third parties to lease or sell us equipment which we then lease to certain of our
  cloud service and colocation data center customers. In addition, we may depend upon outside advisors who may not be available on reasonable
  terms as needed, or at all. To supplement the business experience of our officers and directors, we may be required to employ technical
  experts, appraisers, attorneys, or other consultants or advisors. If these third parties or other outside advisors experience difficulty
  providing the services we require, or if they experience disruptions or financial distress or cease operations temporarily or permanently,
  or if the products they supply are defective or cease to operate for any reason, it could make it difficult for us to execute our operations.
  If we are unsuccessful in identifying or finding highly qualified third-party service providers or employees, if we fail to negotiate
  cost-effective relationships with them or if we are ineffective in managing and maintaining these relationships, it could materially and
  adversely affect our business and our financial condition, operating results, cash flows and prospects.
  Any delays or unexpected costs in the development
  of any new properties acquired for development may delay and harm our growth prospects, future operating results and financial condition.
  We
  intend to build out additional data centers in the future based on signed letters of intent at significant cost. Our successful development
  of this and future projects is subject to many risks, including those associated with:
  ●
  delays in construction, or changes to the plans or specifications;
  ●
  budget overruns, increased prices for raw materials or building supplies, or lack of availability and/or increased costs for specialized data center components, including long lead time items such as generators;
  ●
  construction site accidents and other casualties;
  ●
  financing availability, including our ability to obtain construction financing and permanent financing, or increases in interest rates or credit spreads;
  ●
  labor availability, costs, disputes and work stoppages with contractors, subcontractors or others that are constructing the project;
  ●
  failure of contractors to perform on a timely basis or at all, or other misconduct on the part of contractors;
  21
  ●
  access to sufficient power and related costs of providing such power to our customers;
  ●
  environmental issues;
  ●
  supply chain constraints;
  ●
  fire, flooding, earthquakes and other natural disasters;
  ●
  pandemics;
  ●
  geological, construction, excavation and equipment problems; and
  ●
  delays or denials of entitlements or permits, including zoning and related permits, or other delays resulting from requirements of public agencies and utility companies.
  In
  addition, development activities, regardless of whether they are ultimately successful, also typically require a substantial portion of
  our management's time and attention. This may distract our management from focusing on other operational activities of our business.
  If we are unable to complete development projects successfully and on a timely basis, our business may be adversely affected.
  Our ongoing investment in retrofitting data
  centers involves infrastructure and technologies which is inherently risky, and could divert management attention and harm our business,
  financial condition, and operating results.
  Our
  ongoing investments that we are making in infrastructure, research and development augment our data center capabilities, reflect our ongoing
  efforts to innovate and provide products and services that are helpful to our customers. However, these investments may not be commercially
  viable or may not result in an adequate return of capital. These endeavors involve significant risks and uncertainties, including diversion
  of resources and management attention from current operations, different monetization models, and the use of alternative investment, governance,
  or compensation structures that may fail to adequately align incentives across the company or otherwise accomplish their objectives.
  If we incorrectly estimate our hosting capacity
  requirements and related capital expenditures, our results of operations could be adversely affected.
  We
  are continuously evaluating our capacity requirements in order to effectively manage our capital expenditures and operating results. However,
  we may be unable to accurately project our future capacity needs or sufficiently allocate resources to address such needs. If we overestimate
  our business' capacity requirements or the demand for our services and therefore secure excess data center capacity, our operating
  margins could be materially reduced. If we underestimate these requirements, we may not be able to provide sufficient service to our existing
  customers or may be required to limit new customer acquisition, both of which may materially and adversely impair our results of operations.
  Similarly,
  we have entered into multi-year contract commitments with our service providers in Iceland and Canada. If we overestimate our capacity
  requirements and therefore secure excess capacity and have excess capital expenditures, our operating margins could be materially reduced.
  Certain natural disasters or other external
  events, including climate change or mechanical failures, could harm our business, financial condition, results of operations, cash flows,
  and prospects.
  We
  may also experience disruptions due to mechanical failure, human error, physical or electronic security breaches, war, terrorism, fire,
  earthquake, pandemics, hurricane, flood and other natural disasters, sabotage and vandalism. Our systems may be susceptible to damage,
  interference, or interruption from modifications or upgrades, power loss, telecommunications failures, computer viruses, ransomware attacks,
  computer denial of service attacks, phishing schemes, or other attempts to harm or access our systems. Such disruptions could materially
  and adversely affect our business and our financial condition, operating results, cash flows, and prospects.
  In
  addition, there continues to be a lack of consistent climate legislation, which creates economic and regulatory uncertainty for our business.
  With the energy demand of our business, we may become a target for future environmental and energy regulation. New 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. Further, any
  future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to
  such limitations.
  22
  Given
  the political significance and uncertainty around the impact of climate change and how it should be addressed, and energy disclosure and
  use regulations, we cannot predict how legislation and regulation will affect our financial condition and results of operations in the
  future in the U.S. as well as in Iceland and Canada. Further, even without such regulation, increased awareness and any adverse publicity
  in the global marketplace about potential impacts on climate change or energy use by us or other companies in our industry could harm
  our reputation. Any of the foregoing could result in a material adverse effect on our business and financial condition.
  Establishing data centers in remote areas
  may adversely affect our ability to retain staff and increase our compensation costs.
  If we establish data centers
  in areas with lower populations such as Iceland or remote parts of Canada, recruiting and retaining the necessary staff to operate our
  locations may pose a challenge. When we encounter a relatively low population, the pool of available employees is limited. In addition,
  some employers have offered significantly higher wages in order to fill vacant positions. This may adversely affect our ability to attract
  and retain qualified personnel and may increase our employee costs if we have to increase the compensation we pay in response to the market.
  Our data centers could be adversely impacted by climate change.
  Severe weather events, such
  as tornadoes, hurricanes, rain, drought, fire, ice and snowstorms, and high- and low- temperature extremes, occur in regions in which
  we operate and maintain infrastructure. Our principal data centers in Iceland and Canada are designed to provide year-round cool weather
  conditions. Nevertheless, climate change could change the frequency and severity of weather events, which may create physical and financial
  risks to us. Such risks could have an adverse effect on our financial condition, results of operations and cash flows. Increases in severe
  weather conditions or extreme temperatures may cause infrastructure construction projects to be delayed or canceled and limit resources
  available for such projects resulting in decreased revenue or increased project costs. In addition, drought conditions could restrict
  the availability of water supplies or limit the ability to obtain water use permits, inhibiting the ability to conduct operations. To
  date, neither of our data centers in Iceland or Canada have experienced any material impacts to its financial condition, results of operations
  or cash flows due to the physical effects of climate change.
  The insurance industry may
  be adversely affected by severe weather events, which may impact availability of insurance coverage, insurance premiums and insurance
  policy terms.
  Our failure to accurately predict our facilities'
  and data centers' requirements could have a material adverse effect on our business, financial condition and results of operations.
  The costs of building out,
  leasing and maintaining our facilities and data centers constitute a significant portion of our capital and operating expenses. In order
  to manage growth and ensure adequate capacity for our new and existing customers while minimizing unnecessary excess capacity costs, we
  continuously evaluate our short- and long-term data center capacity requirements. If we overestimate our business' capacity requirements
  or the demand for our services and therefore secure excess data center capacity, our operating margins could be materially reduced. If
  we underestimate our data center capacity requirements, we may not be able to service the required or expanding needs of our existing
  customers and may be required to limit new customer acquisition, which could have a material adverse effect on our business, financial
  condition and results of operations.
  Even if we have additional space available
  for lease at any one of our data centers, our ability to lease this space to existing or new customers could be constrained by our ability
  to provide sufficient electrical power.
  As
  current and future customers increase their power footprint in our data centers over time, the corresponding reduction in available power
  could limit our ability to increase occupancy rates or network density within our existing or future data centers. Furthermore, our aggregate
  maximum contractual obligation to provide power and cooling to our customers may exceed the physical capacity at such data centers if
  customers were to quickly increase their demand for power and cooling. If we are not able to increase the available power and/or cooling
  or move the customer to another location within our data centers with sufficient power and cooling to meet such demand, we could lose
  the customer as well as be exposed to liability under our customer agreements. In addition, our power and cooling systems are difficult
  and expensive to upgrade. Accordingly, we may not be able to efficiently upgrade or change these systems to meet new demands without incurring
  significant costs that we may not be able to pass on to our customers. Any such material loss of customers, liability or additional costs
  could adversely affect our business, financial condition and results of operations.
  23
  Digital Assets Related Risks
  Our operating results have fluctuated due
  to the highly volatile nature of digital assets.
  Due to the highly volatile nature and the prices
  of digital assets, our operating results have, fluctuated from quarter to quarter in accordance with market sentiments and movements in
  the broader digital assets economy. Our operating results fluctuated significantly prior to our introduction of cloud services and HPC
  data centers as a result of a variety of factors, many of which are unpredictable and in certain instances are outside of our control,
  including, but not limited to:
  ●
  acceptance of digital assets as a result of reputational harm from bankruptcies
  and regulatory proceedings;
  ●
  changes in the legislative or regulatory environment, or actions by governments or regulators, including fines, orders, or consent decrees;
  ●
  regulatory changes that impact our ability to mine various digital assets;
  ●
  our ability to transition to become a pure-play Ethereum staking and
  treasury company;
  ●
  investments we make in the development of our business as well as technology offered to our industry partners and sales and marketing;
  ●
  macroeconomic conditions;
  ●
  adverse legal proceedings or regulatory enforcement actions, judgments, settlements, or other legal proceeding and enforcement-related costs;
  ●
  increases in operating expenses that we expect to incur to grow and expand our operations and to remain competitive;
  ●
  breaches of security or privacy;
  ●
  our ability to attract and retain talent; and
  ●
  our ability to compete with our competitors.
  As a result of these factors, it is difficult
  for us to forecast growth trends in our digital assets business. In view of the rapidly evolving nature of our business and the digital
  assets industry, period-to-period comparisons of our operating results may not be meaningful, and you should not rely upon them as an
  indication of future performance. Quarterly and annual expenses reflected in our financial statements may be significantly different from
  historical or projected rates. Our operating results in one or more future quarters may fall below the expectations of securities analysts
  and investors. As a result, the trading price of our Ordinary Shares may increase or decrease significantly. See "
  The price of
  digital assets may be affected by the sale of such digital assets by other vehicles investing in digital assets or tracking bitcoin markets
  ."
  24
  Unfavorable Digital Asset Market Conditions
  The prices of digital assets, including bitcoin,
  have experienced substantial volatility, as described above. During the year 2022, a number of companies in the digital assets industry
  declared bankruptcy, including Core Scientific, Celsius Network, Voyager Digital Ltd., Three Arrows Capital, BlockFi, and FTX Trading
  Ltd. ("FTX") and concerning us, Compute North, as described in the following risk factor. Such bankruptcies have contributed,
  at least in part, to further price decreases in bitcoin and other digital assets, a loss of confidence in the participants of the digital
  asset ecosystem and negative publicity surrounding digital assets more broadly. The bankruptcies also led to various SEC and criminal
  enforcement proceedings. All of the foregoing has had a macro decline in the price of securities of digital asset companies, including
  ours.
  Other than Compute North, we have not been directly
  impacted by any of the recent bankruptcies in the digital asset space, as we have no contractual privity or relationship to the relevant
  parties. The Company relocated its miners out of Compute North's facilities to those hosted by Blockfusion and Coinmint in New York
  State. However, termination of the Master Agreement with Compute North had an adverse effect on the Company's business and financial
  condition.  Such recent events have contributed, at least in part, to our and our peers stock price as well as the price of bitcoin.
  If the liquidity of the digital assets markets continues to be negatively impacted, digital asset prices (including the price of bitcoin)
  may continue to experience significant volatility and confidence in the digital asset markets may be further undermined. A perceived lack
  of stability in the digital asset exchange market and the closure or temporary shutdown of digital asset exchanges due to business failure,
  hackers or malware, government-mandated regulation, or fraud, may reduce confidence in digital asset networks and result in greater volatility
  in digital asset values. Any of these events may adversely affect our operations and results of operations and, consequently, an investment
  in us.
  We may be unable to raise additional capital
  needed to grow our business.
  We may need to raise additional capital to expand
  our ETH staking and treasury management operations, pursue our growth strategies and to respond to competitive pressures or working capital
  requirements. While we have an effective $500,000,000 at the market shelf registration statement, we may not be able to obtain additional
  debt or equity financing on favorable terms, which could impair our growth and adversely affect our existing operations. The global economy,
  including credit and financial markets, has experienced extreme volatility and disruptions, including diminished credit availability,
  rising interest and inflation rates, declines in consumer confidence, declines in economic growth, increases in unemployment rates and
  uncertainty about economic stability. Such macroeconomic conditions could also make it more difficult for us to incur additional debt
  or obtain equity financing.
  If we raise additional equity financing, our shareholders
  may experience significant dilution of their ownership interests, and the per share value of our Ordinary Shares could decline. Furthermore,
  if we engage in debt financing, the holders of debt likely would have priority over the holders of our Ordinary Shares on order of payment
  preference. We may be required to accept terms that restrict or limit our ability to, among other things:
  ●
  Pay cash dividends to our stockholders, subject to certain limited exceptions;
  ●
  Redeem or repurchase our ordinary shares or other equity;
  ●
  Incur additional indebtedness;
  ●
  Permit liens on assets;
  ●
  Make certain investments (including through the acquisition of stock, shares, partnership or limited liability company interests, any loan, advance or capital contribution);
  ●
  Sell, lease, license, lend or otherwise convey an interest in a material portion of our assets; and
  ●
  Sell or otherwise issue ordinary shares or other capital stock subject to certain limited exceptions.
  These restrictions may limit our ability to obtain
  additional financing, withstand downturns in our business or take advantage of business opportunities.
  25
  The properties included in our mining network
  may experience damage, including damage that is not covered by insurance.
  As of March 31, 2025, our mining operations in
  the states of Texas, Kentucky and New York in the United States and Iceland are, and any future mining sites we may establish will be,
  subject to a variety of risks relating to physical condition and operation, including, but not limited to:
  ●
  the presence of construction or repair defects or other structural or building damage;
  ●
  any noncompliance with or liabilities under applicable environmental, health or safety regulations or requirements or building permit requirements;
  ●
  any damage resulting from natural disasters, such as hurricanes, earthquakes, fires, floods and windstorms; and
  ●
  claims by employees and others for injuries sustained at our properties.
  For example, our mines could be rendered inoperable,
  temporarily or permanently, as a result of a fire or other natural disaster, the coronavirus or another pandemic, or by a terrorist or
  other attack. The security and other measures we take to protect against these risks may not be sufficient. Additionally, our mines could
  be materially adversely affected by a power outage or loss of access to the electrical grid or loss by the grid of cost-effective sources
  of electrical power generating capacity. Given the power requirements of our mines, it would not be feasible to run miners on back- up
  power generators in the event of a power outage. We do not have any insurance to cover the replacement cost of any lost or damaged miners,
  or any interruption of our mining activities. In the event of an uninsured loss, such mines may not be adequately repaired in a timely
  manner or at all, and we may lose some or all of the future revenues anticipated to be derived from such mines.
  From time to time, our service providers
  have been unable to supply sufficient electric power for us to operate our miners, which has adversely affected our operations, causing
  us to relocate some or all of our miners to an alternative facility, which may have a less advantageous cost structure and our business
  and results of operations may suffer as a result.
  We made a significant capital investment in purchasing
  second-hand miners in order to implement them rapidly to mine bitcoin at prices advantageous to us. Management believes, based on its
  knowledge of the industry, that the hosting agreements provided many advantages as opposed to other alternative arrangements. However,
  we have since been required to deploy or move our miners from their current hosting service providers to other mining facilities, and
  we may be forced to accept less advantageous terms. Further, during relocation to a new mining facility, we will not be able to operate
  our miners and therefore we will not be able to generate revenue.
  From May until September 2022, power was offline
  at the Niagara Falls, New York facility hosted by Blockfusion, due to an explosion and subsequent fire. We have estimated the loss of
  revenue at the Blockfusion site through September 13, 2022 to be approximately $3,200,000. Our methodology is based on the historical
  rate for those impacted miners and the average bitcoin and ETH earned during the above period. Shortly after power was restored, the Company
  and Blockfusion received a notice from the City of Niagara Falls, New York directing Blockfusion to cease and desist its cryptocurrency
  mining activities at Blockfusion's Niagara Falls facility. The loss of power at Blockfusion facilities has had a material adverse
  effect on our operations. We relocated our miners from Blockfusion facilities to Digihost, Soluna and Bitdeer after our service agreement
  with Blockfusion ended in September 2023.
  On June 3, 2024, the Company filed suit in Delaware
  Superior Court against Blockfusion, Inc. ("Blockfusion") alleging claims for breach of contract, conversion, and related claims
  in connection with, among other things, certain deposits and advances paid to Blockfusion, the return of which is owed to Bit Digital.
  Bit Digital is seeking in excess of $4.3 million. On October 22, 2024, Blockfusion denied the Company's claims and brought reciprocal
  breach of contract and related counterclaims. Blockfusion is seeking at least $158,000 in damages. A bench trial has been scheduled for
  June 29, 2026. The litigation is at an early stage and a reasonably possible range of loss or recovery cannot be estimated.
  26
  During the same time, a portion of our miners
  were offline and power has only been partially used at our hosting partner Digihost's facility at North Tonawanda, New York. Based
  on the historical miner model hosted by Digihost, we calculated our loss at Digihost (based on a hash rate of 60 TH/s and power consumption
  of 3000W) to be non-material in 2022. In 2023, we did not operate any miners at the Digihost's North Tonawanda facility.
  As a result of the bankruptcy filing by Compute
  North on September 22, 2022, as described above, we have experienced service disruptions.
  If we are unable to secure sufficient power supply
  from the current hosting service providers, or if the current hosting service providers are unable to supply sufficient electric power,
  we may be forced to seek out alternative mining facilities. Should this occur, our operations may be disrupted, which may have a material
  adverse effect on our operations.
  The development and acceptance of cryptographic
  and algorithmic protocols governing the issuance of and transactions in digital assets is subject to a variety of factors that are difficult
  to evaluate.
  The use of digital assets to, among other things,
  buy and sell goods and services and complete transactions, is part of a new and rapidly evolving industry that employs bitcoin assets
  based upon a computer-generated mathematical and/or cryptographic protocol. Large-scale acceptance of digital assets as a means of payment
  has not, and may never, occur. The growth of this industry in general, and the use of bitcoin, in particular, is subject to a high degree
  of uncertainty, and the slowing or stopping of the development or acceptance of developing protocols may occur unpredictably. The factors
  include, but are not limited to:
  ●
  continued worldwide growth in the adoption and use of digital assets as a medium to exchange;
  ●
  governmental and quasi-governmental regulation of digital assets and their use, or restrictions on or regulation of access to and operation of the network or similar bitcoin systems;
  ●
  changes in consumer demographics and public tastes and preferences;
  ●
  the maintenance and development of the open-source software protocol of the network;
  ●
  the increased consolidation of contributors to the bitcoin blockchain through mining pools;
  ●
  the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies;
  ●
  the use of the networks supporting digital assets for developing smart contracts and distributed applications;
  ●
  general economic conditions and the regulatory environment relating to digital assets; and
  ●
  negative consumer sentiment and perception of bitcoin specifically and digital assets generally.
  27
  The outcome of these factors could have negative
  effects on our ability to continue as a going concern or to pursue our business strategy at all, which could have a material adverse effect
  on our business, prospects or operations as well as potentially negative effect on the value of any bitcoin or other digital assets we
  mine or otherwise acquire or hold for our own account, which would harm investors in our securities.
  Banks and financial institutions may not
  provide banking services, or may cut off services, to businesses that engage in cryptocurrency-related activities or that accept digital
  assets as payment, including financial institutions of investors in our securities.
  A number of companies that engage in bitcoin and/or
  other bitcoin-related activities have been unable to find banks or financial institutions that are willing to provide them with bank accounts
  and other services. This is particularly true as a result of recent bank failures, which were connected to cryptocurrency activities.
  Similarly, a number of companies and individuals or businesses associated with digital assets may have had and may continue to have their
  existing bank accounts closed or services discontinued with financial institutions in response to government action, particularly in China,
  where regulatory response to digital assets has been to exclude their use for ordinary consumer transactions within its jurisdiction.
  Subject to such restrictions, we also may be unable
  to obtain or maintain these services for our business. The difficulty that many businesses in our industry and in related industries have
  and may continue to have in finding banks and financial institutions willing to provide them services may now, and in the future, decrease
  the usefulness of digital assets as a payment system, harm public perception of digital assets and decrease their usefulness.
  The usefulness of digital assets as a payment
  system and the public perception of digital assets could be damaged if banks or financial institutions were to close the accounts of businesses
  engaging in bitcoin and/or other bitcoin-related activities. This could occur as a result of compliance risk, cost, government regulation
  or public pressure. The risk applies to securities firms, clearance and settlement firms, national stock and derivatives on commodities
  exchanges, the over-the-counter market, and the Depository Trust Company, which, if any of such entities adopts or implements similar
  policies, rules or regulations, could negatively affect our relationships with financial institutions and impede our ability to convert
  digital assets to fiat currencies. Such factors could have a material adverse effect on our ability to continue as a going concern or
  to pursue our new strategy at all, which could have a material adverse effect on our business, prospects or operations and harm investors.
  Although we have developed systems and processes
  designed to protect the data we manage, prevent data loss and other security breaches, effectively respond to known and potential risks,
  and expect to continue to expend significant resources to bolster these protections, there can be no assurance that these security measures
  will provide absolute security or prevent breaches or attacks. We have experienced from time to time, and may experience in the future,
  breaches of our security measures due to human error, malfeasance, insider threats, system errors or vulnerabilities, or other irregularities.
  Unauthorized parties have attempted, and we expect that they will continue to attempt, to gain access to our systems and facilities, as
  well as those of our customers, partners, and third-party service providers, through various means, including hacking, social engineering,
  phishing, and attempting to fraudulently induce individuals (including employees, service providers, and our customers) into disclosing
  usernames, passwords, payment card information, or other sensitive information, which may, in turn, be used to access our information
  technology systems and our digital assets. Threats can come from a variety of sources, including criminal hackers, hacktivists, state-sponsored
  intrusions, industrial espionage, and insiders. Certain threat actors may be supported by significant financial and technological resources,
  making them even more sophisticated and difficult to detect. As a result, our costs and the resources we devote to protecting against
  these advanced threats and their consequences may continue to increase over time.
  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 digital assets 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 digital assets 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.
  28
  The Company is evaluating several third-party
  custodian wallet alternatives, but there can be no assurance that such services will be more secure than those the Company presently employs.
  Human error and the constantly evolving state of cybercrime and hacking techniques may render present security protocols and procedures
  ineffective in ways which we cannot predict. If our security procedures and protocols are ineffectual and our digital assets are compromised
  by cybercriminals, we may not have adequate recourse to recover our losses stemming from such compromise and we may lose much of the accumulated
  value of our bitcoin mining activities. This would have a material adverse impact on our business and operations.
  The impact of geopolitical and economic
  events on the supply and demand for digital assets is uncertain.
  Geopolitical crises may motivate large-scale purchases
  of bitcoin and other digital assets, which could increase the price of bitcoin and other digital assets rapidly. This may increase the
  likelihood of a subsequent price decrease as crisis-driven purchasing behavior dissipates, adversely affecting the value of our inventory
  following such downward adjustment. Such risks are similar to the risks of purchasing commodities in general uncertain times, such as
  the risk of purchasing, holding or selling gold. Alternatively, as an emerging asset class with limited acceptance as a payment system
  or commodity, global crises and general economic downturn may discourage investment in digital assets as investors focus their investment
  on less volatile asset classes as a means of hedging their investment risk.
  As an alternative to fiat currencies that are
  backed by central governments, digital assets, which are relatively new, are subject to supply and demand forces. How such supply and
  demand will be impacted by geopolitical events is largely uncertain, but could be harmful to us and investors in our Ordinary Shares.
  Political or economic crises, including recent bank failures, may motivate large-scale acquisitions or sales of digital assets either
  globally or locally. Such events could have a material adverse effect on our ability to continue as a going concern or to pursue our new
  strategy at all, which could have a material adverse effect on our business, prospects or operations and potentially the value of any
  bitcoin or any other digital assets we mine or otherwise acquire or hold for our own account.
  Acceptance and/or widespread use of bitcoin
  is uncertain.
  Currently, there is a relatively limited use of
  any bitcoin in the retail and commercial marketplace, thus contributing to price volatility that could adversely affect an investment
  in our securities. Banks and other established financial institutions may refuse to process funds for bitcoin transactions, process wire
  transfers to or from bitcoin exchanges, bitcoin-related companies or service providers, or maintain accounts for persons or entities transacting
  in bitcoin. Conversely, a significant portion of bitcoin demand is generated by investors seeking a long-term store of value or speculators
  seeking to profit from the short- or long-term holding of the asset. Price volatility undermines any bitcoin's role as a medium
  of exchange, as retailers are much less likely to accept it as a form of payment. Market capitalization for a bitcoin as a medium of exchange
  and payment method may always be low.
  The relative lack of acceptance of bitcoins in
  the retail and commercial marketplace, or a reduction of such use, limits the ability of end users to use them to pay for goods and services.
  Such lack of acceptance or decline in acceptances could have a material adverse effect on our ability to continue as a going concern or
  to pursue our business strategy at all, which could have a material adverse effect on our business, prospects or operations and potentially
  the value of bitcoins we mine or otherwise acquire or hold for our own account.
  Transactional fees may decrease demand for
  bitcoin and prevent expansion.
  Currently, miners receive both rewards of new
  bitcoin and transaction fees paid in bitcoin by persons engaging in bitcoin transactions on the bitcoin blockchain for being the first
  to solve bitcoin blocks. As the number of bitcoins currency rewards awarded for solving a block in a blockchain decreases, the incentive
  for miners to continue to contribute to the bitcoin network may transition from a set reward and transaction fees to solely transaction
  fees. This transition could be accomplished by miners independently electing to record in the blocks they solve only those transactions
  that include payment of the highest transaction fees. If transaction fees paid for bitcoin transactions become too high, the marketplace
  may be reluctant to accept bitcoin as a means of payment and existing users may be motivated to switch from bitcoin to another digital
  asset or to fiat currency. Either the requirement from miners of higher transaction fees in exchange for recording transactions in a blockchain
  or a software upgrade that automatically charges fees for all transactions may decrease demand for bitcoin and prevent the expansion of
  the bitcoin network to retail merchants and commercial businesses, resulting in a reduction in the price of bitcoin that could adversely
  impact an investment in our securities. Decreased use of and demand for bitcoin may adversely affect its value and result in a reduction
  in the price of bitcoin and, consequently, the value of our Ordinary Shares.
  29
  The decentralized nature of the governance of
  bitcoin systems may lead to ineffective decision making that slows development or prevents a network from overcoming emergent obstacles.
  Governance of many bitcoin systems is by voluntary consensus and open competition with no clear leadership structure or authority. To
  the extent lack of clarity in corporate governance of bitcoin systems leads to ineffective decision making that slows development and
  growth of such digital assets, the value of our Ordinary Shares may be adversely affected.
  There is a lack of liquid markets for digital
  assets, and blockchain/bitcoin-based assets are susceptible to potential manipulation.
  Digital assets that are represented and trade
  on a ledger-based platform may not necessarily benefit from viable trading markets. Stock exchanges have listing requirements and vet
  issuers; requiring them to be subjected to rigorous listing standards and rules and monitor investors transacting on such platform for
  fraud and other improprieties. These conditions may not necessarily be replicated on a distributed ledger platform, depending on the platform's
  controls and other policies. As described above under "
  Unfavorable Digital Asset Market Conditions
  ," recent bankruptcies
  in the digital assets industry involved platforms which were not publicly listed without regulatory supervision. The laxer a distributed
  ledger platform is about vetting issuers of bitcoin assets or users that transact on the platform, the higher the potential risk for fraud
  or the manipulation of the ledger due to a control event. These factors may decrease liquidity or volume or may otherwise increase volatility
  of investment securities or other assets trading on a ledger-based system, which may adversely affect us. Such circumstances could have
  a material adverse effect on our ability to continue as a going concern or to pursue our business strategy at all, which could have a
  material adverse effect on our business, prospects or operations and potentially the value of any bitcoin or other digital assets we mine
  or otherwise acquire or hold for our own account and harm investors.
  Our operations, investment strategies and
  profitability may be adversely affected by competition from other methods of investing in digital assets.
  We compete with other users and/or companies that
  are mining digital assets and other potential financial vehicles, including securities backed by or linked to digital assets through entities
  similar to us. Market and financial conditions, and other conditions beyond our control, may make it more attractive to invest in other
  financial vehicles, or to invest in digital assets directly, which could limit the market for our shares and reduce their liquidity. The
  emergence of other financial vehicles and exchange-traded funds have been scrutinized by regulators and such scrutiny and the negative
  impressions or conclusions resulting from such scrutiny could be applicable to us and impact our ability to successfully pursue our business
  strategy or operate at all, or to maintain a public market for our securities. Such circumstances could have a material adverse effect
  on our ability to continue as a going concern or to pursue our business strategy at all, which could have a material adverse effect on
  our business, prospects or operations and potentially the value of any bitcoin or other digital assets we mine or otherwise acquire or
  hold for our own account, and harm investors.
  The development and acceptance of competing
  blockchain platforms or technologies may cause consumers to use alternative distributed ledgers or other alternatives.
  The development and acceptance of competing blockchain
  platforms or technologies may cause consumers to use alternative distributed ledgers or an alternative to distributed ledgers altogether.
  Our business utilizes presently existent digital ledgers and blockchains and we could face difficulty adapting to emergent digital ledgers,
  blockchains, or alternatives thereto. This may adversely affect us and our exposure to various blockchain technologies and prevent us
  from realizing the anticipated profits from our investments. Such circumstances could have a material adverse effect on our ability to
  continue as a going concern or to pursue our business strategy at all, which could have a material adverse effect on our business, prospects
  or operations and potentially the value of any bitcoin or other digital assets we mine or otherwise acquire or hold for our own account,
  and harm investors.
  30
  Our digital assets may be subject to loss,
  theft or restriction on access.
  There is a risk that some or all of our digital
  assets, including bitcoin, ETH, liquid staking tokens and/or USD Coin could be lost, stolen or destroyed. Digital assets are stored in
  platforms commonly referred to as "wallets" by holders of bitcoins which may be accessed to exchange a holder's bitcoin
  assets. Access to our digital assets could also be restricted by cybercrime (such as a denial-of-service attack) against a service at
  which we maintain a hosted hot wallet. We believe that our digital assets will be an appealing target to hackers or malware distributors
  seeking to destroy, damage or steal our digital assets. See Risk Factor "
  Cyberattacks and security breaches of our system, or
  those impacting our third parties, could adversely impact our brand and reputation and our business, operating results, and financial
  condition
  ." A hot wallet refers to any bitcoin wallet that is connected to the Internet. Generally, hot wallets are easier to
  set up and access than wallets in cold storage, but they are also more susceptible to hackers and other technical vulnerabilities. Cold
  storage refers to any bitcoin wallet that is not connected to the Internet. Cold storage is generally more secure from external attack
  than hot storage but is not ideal for quick or regular transactions and we may experience lag time in our ability to respond to market
  fluctuations in the price of our bitcoin assets. Moreover, cold storage may increase the risk of internal theft or malfeasance. We hold
  our digital assets in hot and cold wallets through third party custodians to reduce the risk of external malfeasance, but the risk of
  loss of our bitcoin assets cannot be wholly eliminated. If any of our bitcoin were lost or stolen, it is unlikely that we would ever be
  able to recover such bitcoin.
  In addition, the Company participates in the Foundry
  USA Mining Pool ("Foundry"). Foundry is a mining pool operator which provides the Company with a digital currency mining pool.
  While Foundry does not provide wallet or custodial services, it deposits bitcoin rewards to our custodian wallet addresses. Accordingly,
  the risk of loss or theft of digital assets when Foundry transfers bitcoin rewards in a custodian account is no different than any other
  transfer from one wallet to another.
  Hackers or malicious actors may launch attacks
  to steal, compromise or secure digital assets, such as by attacking the digital asset network source code, exchange miners, third-party
  platforms, cold and hot storage locations or software, our general computer systems or networks, or by other means. We cannot guarantee
  that we will prevent loss, damage or theft, whether caused intentionally, accidentally or by act of God. Access to our digital assets
  could also be restricted by natural events (such as an earthquake or flood) or human actions (such as a terrorist attack). We may be in
  control and possession of one of the more substantial holdings of digital assets. As we increase in size, we may become a more appealing
  target of hackers, malware, cyber-attacks or other security threats. Any of these events may adversely affect our operations and, consequently,
  our investments and profitability. The loss or destruction of a private key required to access our digital wallets may be irreversible
  and we may be denied access for all time to our digital asset holdings held in those compromised wallets. Our loss of access to our private
  keys or our experience of a data loss relating to our digital wallets could adversely affect our investments and assets.
  Digital assets are controllable only by the possessor
  of both the unique public and private keys relating to the local or online digital wallet in which they are held, which wallet's
  public key or address is reflected in the network's public blockchain. We will publish the public key relating to digital wallets
  in use when we verify the receipt of transfers and disseminate such information into the network, but we will need to safeguard the private
  keys relating to such digital wallets. To the extent such private keys are lost, destroyed or otherwise compromised, we will be unable
  to access our bitcoin rewards and such private keys may not be capable of being restored by any network. Any loss of private keys relating
  to digital wallets used to store our digital assets could have a material adverse effect on our ability to continue as a going concern
  or to pursue our business strategy at all, which could have a material adverse effect on our business, prospects or operations and potentially
  the value of any bitcoin or other digital assets we mine or otherwise acquire or hold for our own account.
  It is possible that, through computer or human
  error, theft or criminal action, our digital assets could be transferred in incorrect amounts or to unauthorized third parties or accounts.
  In general, digital asset transactions are irrevocable, and stolen or incorrectly transferred digital assets may be irretrievable, and
  we may have extremely limited or no effective means of recovering such digital assets.
  We safeguard and keep private our digital assets,
  including the bitcoin that we mine, by utilizing storage solutions provided by Cactus Custody and Fireblocks, which requires multi-factor
  authentication. While we are confident in the security of our digital assets held by Cactus Custody and Fireblocks, given the broader
  market conditions, there can be no assurance that other digital asset market participants, including Cactus Custody and Fireblocks as
  our custodian, will not ultimately be impacted. We continue to monitor the digital assets industry as a whole, although it is not possible
  at this time to predict all of the risks stemming from these events that may result to us, our service providers, our counterparties,
  and the broader industry as a whole.
  31
  Incorrect or fraudulent bitcoin transactions
  may be irreversible.
  Bitcoin transactions are irrevocable and
  stolen or incorrectly transferred digital assets may be irretrievable. As a result, any incorrectly executed or fraudulent bitcoin transactions
  could adversely affect our investments and assets.
  Bitcoin transactions are not, from an administrative
  perspective, reversible without the consent and active participation of the recipient of the digital assets from the transaction. In theory,
  bitcoin transactions may be reversible with the control or consent of a majority of processing power on the network, however, we do not
  now, nor is it feasible that we could in the future, possess sufficient processing power to affect this reversal. Once a transaction has
  been verified and recorded in a block that is added to a blockchain, an incorrect transfer of a bitcoin or a theft thereof generally will
  not be reversible, and we may not have sufficient recourse to recover our losses from any such transfer or theft. It is possible that,
  through computer or human error, or through theft or criminal action, our bitcoin rewards could be transferred in incorrect amounts or
  to unauthorized third parties, or to uncontrolled accounts. Further, according to the SEC, at this time, there is no specifically enumerated
  U.S. or foreign governmental, regulatory, investigative or prosecutorial authority or mechanism through which to bring an action or complaint
  regarding missing or stolen bitcoin. We are, therefore, presently reliant on existing private investigative entities, such as Chainalysis
  and Kroll, to investigate any potential loss of our bitcoin assets. These third-party service providers rely on data analysis and compliance
  of ISPs with traditional court orders to reveal information such as the IP addresses of any attackers who may have targeted us. To the
  extent that we are unable to recover our losses from such action, error or theft, such events could have a material adverse effect on
  our ability to continue as a going concern or to pursue our business strategy at all, which could have a material adverse effect on our
  business, prospects or operations of and potentially the value of any bitcoin or other digital assets we mine or otherwise acquire or
  hold for our own account.
  The Company's reliance on a third-party
  mining pool service provider for our mining revenue payouts may have a negative impact on the Company's operations.
  We use third–party mining pools to receive
  our mining rewards from the network. Mining pools allow miners to combine their processing power, increasing their chances of solving
  a block and getting paid by the network. The rewards are distributed by the pool operator, proportionally to our contribution to the pool's
  overall mining power, used to generate each block. Should the pool operator's system suffer downtime due to a cyberattack, software
  malfunction or other similar issues, it will negatively impact our ability to mine and receive revenue. Furthermore, we are dependent
  on the accuracy of the mining pool operator's record keeping to accurately record the total processing power provided to the pool
  for a given bitcoin mining application in order to assess the proportion of that total processing power we provided. While we have internal
  methods of tracking both our power provided and the total used by the pool, the mining pool operator uses its own record-keeping to determine
  our proportion of a given reward. We have little means of recourse against the mining pool operator if we determine the proportion of
  the reward paid out to us by the mining pool operator is incorrect, other than leaving the pool. If we are unable to consistently obtain
  accurate proportionate rewards from our mining pool operators, we may experience reduced reward for our efforts, which would have an adverse
  effect on our business and operations.
  32
  The limited rights of legal recourse available
  to us and our lack of insurance protection for risk of loss of our digital assets exposes us and our shareholders to the risk of loss
  of our digital assets for which no person may ultimately be held liable and we may not be able to recover our losses.
  The digital assets held by us are not insured.
  Further, banking institutions will not accept our digital assets and they are therefore not insured by the Federal Deposit Insurance Corporation
  ("FDIC") or the Securities Investor Protection Corporation ("SIPC"). Therefore, a loss may be suffered with respect
  to our digital assets which is not covered by insurance and we may not be able to recover any of our carried value in these digital assets
  if they are lost or stolen or suffer significant and sustained reduction in conversion spot price. If we are not otherwise able to recover
  damages from a malicious actor in connection with these losses, our business and results of operations may suffer, which may have a material
  negative impact on our share price.
  Currently, we do not have any insurance to cover
  our digital assets or mining equipment. The market for such insurance is in the early stages and we intend to purchase such insurance
  in the future. One of our digital asset custodians, Cactus Custody, is self-insured for $4 million plus annual additions. Any uninsured
  losses may have an adverse effect on our results of operations and/or financial condition. Fireblocks offers Fireblocks Institutional
  Digital Asset Program which is insured by leading insurance companies which are A.M. Bests rated "A" (excellent). There is
  an aggregate of $30,000,000 digital asset crime insurance for theft of digital assets, external breach of Fireblocks' software or
  any malicious or intentional misbehavior or fraud by employees. Fireblocks has $12,500,000 of aggregate insurance for errors and omissions;
  professional liability insurance and cyber/privacy liability insurance.
  Digital assets face significant scaling
  obstacles that can lead to high fees or slow transaction settlement times.
  Digital assets face significant scaling obstacles
  that can lead to high fees or slow transaction settlement times and attempts to increase the volume of transactions may not be effective.
  Scaling digital assets is essential to the widespread acceptance of digital assets as a means of payment, which widespread acceptance
  is necessary to the continued growth and development of our business. Many bitcoin networks face significant scaling challenges. For example,
  digital assets are limited with respect to how many transactions can occur per second. Participants in the bitcoin ecosystem debate potential
  approaches to increasing the average number of transactions per second that the network can handle and have implemented mechanisms or
  are researching ways to increase scale, such as increasing the allowable sizes of blocks, and therefore the number of transactions per
  block, and sharding (a horizontal partition of data in a database or search engine), which would not require every single transaction
  to be included in every single miner's or validator's block. However, there is no guarantee that any of the mechanisms in
  place or being explored for increasing the scale of settlement of bitcoin transactions will be effective, or how long they will take to
  become effective, which could adversely affect an investment in our securities.
  The price of digital assets may be affected
  by the sale of such digital assets by other vehicles investing in digital assets or tracking bitcoin markets.
  The global market for digital assets is characterized
  by supply constraints that differ from those present in the markets for commodities or other assets such as gold and silver. The mathematical
  protocols under which certain digital assets are mined permit the creation of a limited, predetermined amount of currency, while others
  have no limit established on total supply. To the extent that other vehicles investing in digital assets or tracking digital assets markets
  form and come to represent a significant proportion of the demand for digital assets, large redemptions of the securities of those vehicles
  and the subsequent sale of digital assets by such vehicles could negatively affect digital asset prices and therefore affect the value
  of the digital asset inventory (i.e., bitcoin and ETH) we hold. The recent introduction of a spot bitcoin exchange traded fund ("ETF")
  and the pending approval of an ETH ETF may attract speculative traders who seek short-term gains based on price movements. This increased
  speculative activity could lead to short-term price volatility. 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 digital assets we mine or otherwise acquire or hold for our own account.
  33
  There are risks related to technological
  obsolescence, the vulnerability of the global supply chain for bitcoin hardware disruption, and difficulty in obtaining new hardware which
  may have a negative effect on our business.
  Our mining operations can only be successful and
  ultimately profitable if the costs, including hardware and electricity costs, associated with mining digital assets are lower than the
  price of a bitcoin. As our mining facility operates, our miners experience ordinary wear and tear, and may also face more significant
  malfunctions caused by a number of extraneous factors beyond our control. We have purchased second-hand miners from third parties. The
  degradation of our miners requires us to, over time, replace those miners which are no longer functional. Additionally, as the technology
  evolves, we are required to acquire newer models of miners to remain competitive in the market. Reports have been released which indicate
  that miner manufacturers or sellers adjust the prices of their miners according to bitcoin prices, so the cost of new machines is unpredictable
  but could be extremely high. As a result, at times, we may obtain miners and other hardware from third parties at premium prices, to the
  extent they are available. This upgrading process requires substantial capital investment, and we may face challenges. Further, the global
  supply chain for bitcoin miners is presently heavily dependent on China-based manufacturers. In addition, there have been shortages of
  the semiconductors which are key components in miner production. The global reliance on China as a main supplier of bitcoin miners has
  been called into question, particularly in the wake of the COVID-19 pandemic. Should similar outbreaks or other disruptions to the China-based
  global supply chain for bitcoin hardware on the spot market or otherwise occur, we may not be able to obtain adequate replacement parts
  for our existing miners or to obtain additional miners from the manufacturer or third parties on a timely basis. Such events could have
  a material adverse effect on our ability to pursue our business strategy, which could have a material adverse effect on our business and
  the value of our Ordinary Shares.
  The bitcoin we mine is subject to halving;
  the bitcoin reward for successfully uncovering a block will halve several times in the future and bitcoin's value may not adjust
  to compensate us for the reduction in the rewards we receive from our mining efforts.
  Halving is a process designed to control the overall
  supply and reduce the risk of inflation in digital assets using a proof-of-work consensus algorithm. At a predetermined block, the mining
  reward is cut in half, hence the term "halving." For bitcoin, the reward was initially set at 50 bitcoin currency rewards
  per block and this was cut in half to 25 on November 28, 2012 at block 210,000 and again to 12.5 on July 9, 2016 at block 420,000. The
  next halving for bitcoin occurred in May 2020 at block 630,000 when the reward was reduced to 6.25. This reward rate was halved during
  April 2024 to 3.125 bitcoin per new block and will continue to halve at approximately four-year intervals until all potential 21 million
  bitcoin have been mined. If the award of bitcoin rewards for solving blocks and transaction fees are not sufficiently high, we may not
  have an adequate incentive to continue mining and may cease our mining operations. Halving may result in a reduction in the aggregate
  hash rate of the bitcoin network as the incentive for miners decreases. Miners ceasing operations would reduce the collective processing
  power on the network, which would adversely affect the confirmation process for transactions (i.e., temporarily decreasing the speed at
  which blocks are added to a blockchain until the next scheduled adjustment in difficulty for block solutions) and make bitcoin networks
  more vulnerable to a malicious actor or botnet obtaining control in excess of 50% of the processing power active on a blockchain, potentially
  permitting such actor or botnet to manipulate a blockchain in a manner that adversely affects the network and our activities. A reduction
  in confidence in the confirmation process or processing power of the network could result and be irreversible. Such events could have
  a material adverse effect on our ability to continue to pursue our business strategy at all, which could have a material adverse effect
  on our business, prospects or operations and potentially the value of any bitcoin or other digital assets we mine, whether now or in the
  future, or otherwise acquire or hold for our own account. While bitcoin prices have had a history of price fluctuations around the halving
  of its bitcoin rewards, there is no guarantee that the price change will be favorable or would compensate for the reduction in mining
  reward. If a corresponding and proportionate increase in the trading price of bitcoin does not follow these anticipated halving events,
  the revenue we earn from our mining operations would see a corresponding decrease, which would have a material adverse effect on our business
  and operations.
  The impact of social media and influencers on the price for digital
  assets is uncertain.
  Renowned persons, including social media influencers,
  may publicly discuss their holdings (or the holdings of companies with which they are affiliated) of bitcoin or their intent to buy or
  sell large quantities of bitcoin. This may have a dramatic impact on the price of bitcoin, both up and down. At a minimum, these public
  statements delivered through social media, such as X (formerly 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.
  34
  We may not be able to realize the benefits
  of forks.
  To the extent that a significant majority of users
  and miners on a bitcoin network install software that changes the bitcoin network or properties of a bitcoin, including the irreversibility
  of transactions and limitations on the mining of new bitcoin, the bitcoin network would be subject to new protocols and software. However,
  if less than a significant majority of users and miners on the bitcoin network consent to the proposed modification, and the modification
  is not compatible with the software prior to its modification, the consequence would be what is known as a "fork" of the network,
  with one prong running the pre-modified software and the other running the modified software. The effect of such a fork would be the existence
  of two versions of the bitcoin running in parallel yet lacking interchangeability and necessitating exchange-type transaction to convert
  currencies between the two forks. Additionally, it may be unclear following a fork which fork represents the original asset and which
  is the new asset. Different metrics adopted by industry participants to determine which is the original asset include: referring to the
  wishes of the core developers of bitcoin, blockchains with the greatest amount of hashing power contributed by miners or validators; or
  blockchains with the longest chain. A fork in the network of a particular bitcoin could adversely affect an investment in our Company
  or our ability to operate.
  We may not be able to realize the economic benefit
  of a fork, either immediately or ever, which could adversely affect an investment in our securities. If we hold a bitcoin at the time
  of a hard fork into two digital assets, industry standards would dictate that we would be expected to hold an equivalent amount of the
  old and new assets following the fork. However, we may not be able, or it may not be practical, to secure or realize the economic benefit
  of the new asset for various reasons. For instance, we may determine that there is no safe or practical way to custody the new asset,
  that trying to do so may pose an unacceptable risk to our holdings in the old asset, or that the costs of taking possession and/or maintaining
  ownership of the new bitcoin exceed the benefits of owning the new bitcoin. Additionally, laws, regulation or other factors may prevent
  us from benefitting from the new asset even if there is a safe and practical way to custody and secure the new asset.
  There is a possibility of bitcoin mining
  algorithms transitioning to proof of stake validation and other mining related risks, which could make us less competitive and ultimately
  adversely affect our business and the value of our shares.
  The protocol pursuant to which transactions are
  confirmed automatically on the bitcoin blockchain through mining is known as proof-of-work (or PoW). Proof-of-stake (or PoS) is an alternative
  method in validating digital asset transactions, such as Ethereum. The shift from a proof-of-work validation method to a PoS method, mining
  requires less energy and may render any company that maintains advantages in the current climate (for example, from lower priced electricity,
  processing, real estate, or hosting) less competitive. We, as a result of our efforts to optimize and improve the efficiency of our bitcoin
  mining operations, may be exposed to the risk in the future of losing the benefit of our capital investments and the competitive advantage
  we hope to gain from this as a result, and may be negatively impacted by a switch to proof-of-stake validation. This may additionally
  have an impact on other various investments of ours. Such events could have a material adverse effect on our ability to continue as a
  going concern or to pursue our business strategy at all, which could have a material adverse effect on our business, prospects or operations
  and potentially the value of any bitcoin or other digital assets we mine or otherwise acquire or hold for our own account
  .
  To the extent that the profit margins of
  bitcoin mining operations are not high, operators of bitcoin mining operations are more likely to immediately sell bitcoin rewards earned
  by mining in the market, thereby constraining growth of the price of bitcoin that could adversely impact us, and similar actions could
  affect other digital assets.
  Over the past several years, bitcoin mining operations
  have evolved from individual users mining with computer processors, graphics processing units and first-generation ASIC servers. Currently,
  new processing power is predominantly added by incorporated and unincorporated "professionalized" mining operations. Professionalized
  mining operations may use proprietary hardware or sophisticated ASIC machines acquired from ASIC manufacturers. They require the investment
  of significant capital for the acquisition of this hardware, the leasing of operating space (often in data centers or warehousing facilities),
  incurring of electricity costs and the employment of technicians to operate the mining farms. As a result, professionalized mining operations
  are of a greater scale than prior miners and have more defined and regular expenses and liabilities. These regular expenses and liabilities
  require professionalized mining operations to maintain profit margins on the sale of bitcoin. To the extent the price of bitcoin declines
  and such profit margin is constrained, professionalized miners are incentivized to more immediately sell bitcoin earned from mining operations,
  whereas it is believed that individual miners in past years were more likely to hold newly mined bitcoin for more extended periods. The
  immediate selling of newly mined bitcoin greatly increases the trading volume of bitcoin, creating downward pressure on the market price
  of bitcoin rewards.
  35
  The extent to which the value of bitcoin mined
  by a professionalized mining operation exceeds the allocable capital and operating costs determines the profit margin of such operation.
  A professionalized mining operation may be more likely to sell a higher percentage of its newly mined bitcoin rapidly if it is operating
  at a low profit margin and it may partially or completely cease operations if its profit margin is negative. In a low profit margin environment,
  a higher percentage could be sold more rapidly, thereby potentially depressing bitcoin prices. Lower bitcoin prices could result in further
  tightening of profit margins for professionalized mining operations creating a network effect that may further reduce the price of bitcoin
  until mining operations with higher operating costs become unprofitable forcing them to reduce mining power or cease mining operations
  temporarily.
  If a malicious actor or botnet obtains control
  of more than 50% of the processing power on a bitcoin network, or 33% or more share of the Ethereum Validators, such actor or botnet could
  manipulate blockchains to adversely affect us, which would adversely affect an investment in us or our ability to operate.
  If a malicious actor or botnet (a volunteer or
  hacked collection of computers controlled by networked software coordinating the actions of the computers) obtains a majority of the processing
  power dedicated to mining a bitcoin, or the ability to valuate Ethereum transactions, it may be able to alter blockchains on which transactions
  of bitcoin or 33% or more of ETH reside and rely by constructing fraudulent blocks or preventing certain transactions from completing
  in a timely manner, or at all. The malicious actor or botnet could control, exclude or modify the ordering of transactions, though it
  is believed that it could not generate new units or transactions using such control. The malicious actor could "double-spend"
  its own digital asset (i.e., spend the same digital asset in more than one transaction) and prevent the confirmation of other users'
  transactions for as long as it maintained control. To the extent that such malicious actor or botnet yields its control of the processing
  power on the network or the bitcoin and/or Ethereum communities do not reject the fraudulent blocks as malicious, reversing any changes
  made to blockchains may not be possible. The foregoing description is not the only means by which the entirety of blockchains or digital
  assets may be compromised but is only an example.
  Although there are no known reports of malicious
  activity or control of blockchains achieved through controlling over 50% of the processing power on the bitcoin network, it is believed
  that certain mining pools may have exceeded the 50% threshold in bitcoin. The possible crossing of the 50% threshold for bitcoin or 33%
  for Ethereum indicates a greater risk that a single mining pool could exert authority over the validation of digital asset transactions.
  To the extent that the digital asset ecosystem, and the administrators of mining pools, do not act to ensure greater decentralization
  of digital asset mining processing power, the feasibility of a malicious actor obtaining control of the processing power will increase
  because the botnet or malicious actor could compromise more than the threshold and thereby gain control of the blockchain, whereas if
  the blockchain remains decentralized it is inherently more difficult for the botnet of malicious actor to aggregate enough processing
  power to gain control of the blockchain, which may adversely affect an investment in our Ordinary Shares. Such lack of controls and responses
  to such circumstances could have a material adverse effect on our ability to continue as a going concern or to pursue our new strategy
  at all, which could have a material adverse effect on our business, prospects or operations and potentially the value of any bitcoin or
  other digital assets we mine or otherwise acquire or hold for our own account, and harm investors.
  We are subject to risks associated with
  our need for significant electrical power. Government regulators may potentially restrict the ability of electricity suppliers to provide
  electricity to mining operations, such as ours.
  The operation of a bitcoin or other digital asset
  mine can require massive amounts of electrical power. Further, our mining operations can only be successful and ultimately profitable
  if the costs, including electrical power costs, associated with mining a bitcoin are lower than the price of a bitcoin. As a result, any
  mine we establish can only be successful if we can obtain sufficient electrical power for that mine on a cost-effective basis, and our
  establishment of new mines requires us to find locations where that is the case. There may be significant competition for suitable mine
  locations, and government regulators may potentially restrict the ability of electricity suppliers to provide electricity to mining operations
  in times of electricity shortage or may otherwise potentially restrict or prohibit the provision or electricity to mining operations.
  36
  Any shortage of electricity supply or increase
  in electricity cost in a jurisdiction may negatively impact the viability and the expected economic return for bitcoin mining activities
  in that jurisdiction. In addition, the significant consumption of electricity may have a negative environmental impact, including contribution
  to climate change, which may give rise to public opinion against allowing the use of electricity for bitcoin mining activities or government
  measures restricting or prohibiting the use of electricity for bitcoin mining activities.
  We may not adequately respond to price fluctuations
  and rapidly changing technology, which may negatively affect our business.
  Competitive conditions within the digital asset
  industry require that we use sophisticated technology in the operation of our business. The industry for blockchain technology is characterized
  by rapid technological changes, new product introductions, enhancements and evolving industry standards. New technologies, techniques
  or products could emerge that might offer better performance than the software and other technologies we currently utilize, and we may
  have to manage transitions to these new technologies to remain competitive. We may not be successful, generally or relative to our competitors
  in the digital asset industry, in timely implementing new technology into our systems, or doing so in a cost-effective manner. During
  the course of implementing any such new technology into our operations, we may experience system interruptions and failures during such
  implementation. Furthermore, there can be no assurances that we will recognize, in a timely manner or at all, the benefits that we may
  expect as a result of our implementing new technology into our operations. As a result, our business and operations may suffer, and there
  may be adverse effects on the price of our Ordinary Shares.
  The value of stable coins that we hold may
  be subject to volatility and risk of loss
  As of March 31, 2025, we held approximately $1.036
  million in USD Coin, a stablecoin issued by Circle Internet Financial Public Limited Company ("Circle") that is backed by
  dollar denominated assets held by the issuer in segregated accounts with U.S. regulated financial institutions. Stablecoins such as USD
  Coin are usually backed by the U.S. Dollar and other short-dated U.S. government obligations, and are usually pegged to the U.S. dollar.
  On March 9, 2023, as a result of the closure of Silicon Valley Bank ("SVB"), Circle announced that $3.3 billion of its roughly
  $40 billion USD Coin reserves were held at SVB. As a result, Circle depegged the USD Coin from its $1.00 peg, trading as low as $0.87.
  In January 2024, Coindesk reported that Circle's USDC dollar-pegged stablecoin fell to as low at $0.74 on three separate occasions
  following a marketwide sell-off spurred by a report casting doubt over whether a spot bitcoin ETF will be approved. Such a risk may result
  in the sell-off of USD Coin and volatility as to the value of stablecoins, which would expose us to risk of potential loss and could have
  a material adverse effect on our ability to raise new funding and on our business, financial condition, and results of operations and
  prospects.
  Ethereum Risk Factors
  Risks Associated with Staking on Ethereum
  2.0
  In connection with the transition of the Ethereum
  network from PoW to PoS, which occurred on September 15, 2022, when the Ethereum Mainnet merged with the PoS Beacon Chain (the "Merge"),
  the Company is deploying Ethereum (ETH) to the beacon chain with a view to earning an ETH-denominated return thereon. On April 12, 2023,
  Ethereum's Shanghai hard fork, also referred to as "Shapella," has been finalized, enabling withdrawals for users who
  have "staked" their ETH to secure and validate transactions on the blockchain.
  In addition, by running a validator node, the
  Company will be exposed to the risk of loss of its staked digital assets if it equivocates or fails to operate the node in accordance
  with applicable protocol rules, as the Company's digital assets may be "slashed" or inactivity penalties may be applied
  if the validator node "double signs" or is offline for a prescribed period of time. Disputes on a liquid staking provider
  may lead to the value of staking assets diverging from ETH or failure to exit the liquid staking position. The Company intends to mitigate
  this risk by utilizing experienced service providers such as Figment for native staking and by carefully monitoring the staking activities
  performed by the Company in reliance on such services.
  37
  Risks under the Federal securities laws
  associated with Staking
  The Merge and the switch from PoW to PoS did not
  change our characterization of ETH as a digital asset. We intend to hold our staked ETH for our own account. In the event we exchange
  ETH for other digital assets (such as liquid staking tokens) which may be deemed to be securities, it would be for our own account. In
  all instances, we will perform a risk-based analysis to evaluate whether the digital asset may be deemed to be a "security"
  under the Federal securities laws prior to mining the digital asset. We do not believe if we hold for our own account a particular digital
  asset which may be deemed to be a security, it will be a risk to our business operations. Nevertheless, we will continue to implement
  a compliance infrastructure to ensure full compliance with the federal securities laws. In the event our staking program is found to not
  be in compliance with the federal securities laws, we could face legal or regulatory consequences. We would also need to undertake a regulatory
  review to ensure compliance with the Federal securities laws if and when we decide to offer staking-as-a-service for value to individuals.
  The Company would need to install a fully compliant organic infrastructure or hire third-party contractors.
  Speculative and Volatile Nature of ETH
  To date, the Company has deployed a portion of
  the capital it has raised into ETH. The price of ETH is subject to significant volatility. In addition, there is no guarantee that the
  Company will be able to sell its ETH at prices quoted on various cryptocurrency trading platforms or at all if it determines to do so.
  The supply of ETH is currently controlled by the source code of the Ethereum platform, and there is a risk that the developers of the
  code and the participants in the Ethereum network could develop and/or adopt new versions of the Ethereum software that significantly
  increase the supply of ETH in circulation, negatively impacting the trading price of ETH. Any significant decrease in the price of ETH
  may materially and adversely affect the value of the Company's securities and, in turn, the Company's business and financial
  condition.
  The ETH markets are sensitive to new developments,
  and since volumes are still maturing, any significant changes in market sentiment (by way of sensationalism in the media or otherwise)
  can induce large swings in volume and subsequent price changes. Such volatility can adversely affect the business and financial condition
  of the Company.
  Momentum pricing typically is associated with
  growth stocks and other assets whose valuation, as determined by the public, accounts for anticipated future appreciation in value. The
  Company believes that momentum pricing of ETH has resulted, and may continue to result, in speculation regarding future appreciation in
  the value of ETH, inflating and making more volatile the value of ETH. As a result, ETH may be more likely to fluctuate in value due to
  changing investor confidence in future appreciation, which could adversely affect the business and financial condition of the Company.
  Underlying Value Risk
  ETH represents a relatively new form of digital
  value that is still being digested by society. Its underlying value is driven by its utility as a store of value, means of exchange, and
  unit of account, and notably, the demand for ETH within various use cases of the Ethereum network. Just as oil is priced by the supply
  and demand of global markets, as a function of its utility to, for instance, power machines and create plastics, so too is ETH priced
  by the supply and demand of global markets for its own utility within Ethereum's use cases. There is a risk if we are working through
  a staking pool to valuate ETH investors. We rely upon a pool operator to run the validator. There is a counterparty risk that the party
  with which we trust our assets may not uphold their side of the deal and fees or penalties may be assessed to the pool. These fees are
  typically assessed if the pool operator has downtime or dishonest actions. Finally, blockchains are new technologies and there is always
  an outside risk of a catastrophic chain failure that could put locked or staked funds at risk. The speculative and volatile nature of
  ETH and blockchain may materially and adversely affect the value of the Company's securities.
  The staked ETH is subject to the volatility risks
  set forth under "
  Speculative and Volatile Nature of ETH
  " and the risks related to hacking set forth above under "Cyberattacks
  and security breaches of our system, or those impacting our third parties, could adversely impact our brand and reputation and our business,
  operating results, and financial condition" that could result in a loss of staked ETH.
  38
  The risks involved with liquid staking differ
  from direct staking. Liquid staking allows participants, including the Company, to maintain the liquidity of their digital assets while
  still earning staking rewards. However, it is subject to the following consequence risks apart from direct staking:
  ●
  Liquid staking requires a certain level of technical expertise to manage the staking process effectively. This can be a barrier for some investors, particularly those who are new to the world of digital asset investing.
  ●
  The price of the staked derivative may decrease from its original price. This may happen because the new token has a lower market price.
  ●
  In we lose our liquid token, we will also lose our staked token. This can result from bad trades, rebalancing losses when farming in liquidity pools, and liquidations at lending protocols.
  ●
  Token holders will likely choose to stake their tokens on liquid staking protocols. As a result, the balance of validator shares taking part in the network may be disrupted, giving room for undue control from more powerful validators.
  Development of the Ethereum Platform
  The Ethereum platform is an open-source project
  being developed by a network of software developers, including Vitalik Buterin, a founder of Ethereum. Mr. Buterin or another key participant
  within the core development group could cease to be involved with the Ethereum platform. Factions could form within the Ethereum community,
  resulting in different and competing versions of Ethereum being adopted by network participants. Furthermore, network participants running
  the Ethereum software may choose not to update their versions of the software, resulting in different versions of the Ethereum software
  running on the network. Any of the foregoing developments could have a significant negative impact on the viability and overall health
  of the Ethereum platform, the value of ETH and the Company's business model and assets.
  The beacon chain (the PoS successor to the Ethereum
  PoW chain) launched in December 2020 and the "merging" of the Ethereum PoW chain into Ethereum 2.0 occurred on September 15,
  2022. In addition, Ethereum's Shanghai hard fork, also referred to as "Shapella," has been finalized on April 12, 2023,
  enabling withdrawals for users who have "staked" their ETH to secure and validate transactions on the blockchain. Although
  management believes that these changes to the Ethereum platform will positively impact its potential for mainstream adoption, no assurance
  can be given that such impact will materialize. If the Company cannot successfully anticipate and react to the impacts of this shift,
  its business and results of operations may be adversely affected.
  Uncertainty Regarding the Growth of Blockchain
  and Web 3 Technologies
  The further development and use of blockchain,
  Web 3 technologies and digital assets are subject to a variety of factors that are difficult to evaluate and predict, many of which are
  beyond the Company's control. The slowing or stopping of the development or acceptance of blockchain networks, specifically Ethereum,
  and blockchain assets would be expected to have a material adverse effect on the Company. Furthermore, blockchain and Web 3 technologies,
  including Ethereum, may never be implemented to a scale that provides identifiable economic benefit to blockchain-based businesses, including
  the Company.
  The Ethereum network and ETH as digital asset
  have a limited history. Due to this short history, it is not clear how all elements of ETH will unfold over time, specifically with regard
  to governance between miners, developers and users, as well as the long-term security model as the rate of inflation of ETH decreases.
  Since the ETH community has successfully navigated a considerable number of technical and political challenges since its inception, the
  Company believes that it will continue to engineer its way around future challenges. The history of open-source software development would
  indicate that vibrant communities are able to change the software under development at a pace sufficient to stay relevant. The continuation
  of such vibrant communities is not guaranteed, and insufficient software development or any other unforeseen challenges that the community
  is not able to navigate could have an adverse impact on the business of the Company.
  39
  Potential Decrease in Global Demand for
  ETH
  As a currency, ETH must serve as a means of exchange,
  store of value, and unit of account. Many people using ETH as money-over-internet-protocol (MoIP) do so with it as an international means
  of exchange. Speculators and investors using ETH as a store of value then layer on top of means of exchange users, creating further demand.
  If consumers stop using ETH as a means of exchange, or its adoption therein slows, then ETH's price may suffer, adversely affecting
  the Company.
  Investors should be aware that there is no assurance
  that ETH will maintain its long-term value in terms of purchasing power in the future or that the acceptance of ETH for payments by mainstream
  retail merchants and commercial businesses will continue to grow. As relatively new products and technologies, ETH and the Ethereum network
  have yet to become generally accepted as a means of payment for goods and services by major retail and commercial outlets, and use of
  ETH by consumers to pay such retail and commercial outlets remains limited. Banks and other established financial institutions may refuse
  to process funds for Ethereum network-based transactions, process wire transfers to or from digital asset trading platforms, Ethereum-related
  companies or service providers, or maintain accounts for persons or entities transacting in ETH. Conversely, a significant portion of
  ETH demand is generated by speculators and investors seeking to profit from the short or long-term holding of ETH. The Company believes
  that, like any commodity, ETH will fluctuate in value, but over time will gain a level of acceptance as a store of value, medium of exchange
  or token of utility.
  Smart Contract Risk
  The Ethereum network is based upon the development
  and deployment of smart contracts, which are self-executing contracts with the terms of the agreement written into software code. There
  are thousands of smart contracts currently running on Ethereum network. Like any software code, smart contracts are exposed to risk that
  the code contains a bug or other security vulnerability, which can lead to loss of assets that are held on or transacted through the contract.
  The smart contract deployed on Ethereum and, as such, may contain a bug or other vulnerability that may lead to the loss of digital assets
  held in the wallet. The Ethereum developer community audits widely used smart contracts frequently and publishes the results of such audits
  on public forums. The Company currently relies on MarsLand for its native staking and Liquid Collective for its liquid staking solution.
  The smart contract code via MarsLand was audited by CertiK. The smart contract code via Liquid Collective was audited by Halborn and Spearbit.
  Nevertheless, there is no guaranty against a bug or other vulnerability leading to a loss of digital assets.
  Risks Associated with the Ethereum Network
  Dependence on Ethereum Network Developers
  While many contributors to the Ethereum network's
  open-source software are employed by companies in the industry, most of them are not directly compensated for helping to maintain the
  protocol. As a result, there are no contracts or guarantees that they will continue to contribute to the Ethereum network's software
  (https://github.com/ether and https://github.com/orgs/ether/people).
  Issues with the Cryptography Underlying
  the Ethereum Network
  Although the Ethereum network is one of the world's
  most established digital asset networks, the Ethereum network and other cryptographic and algorithmic protocols governing the issuance
  of digital assets represent a new and rapidly evolving industry that is subject to a variety of factors that are difficult to evaluate.
  In the past, flaws in the source code for digital assets have been exposed and exploited, including flaws that disabled some functionality
  for users, exposed users' personal information and/or resulted in the theft of users' digital assets. The cryptography underlying
  ETH could prove to be flawed or ineffective, or developments in mathematics and/or technology, including advances in digital computing,
  algebraic geometry and quantum computing, could result in such cryptography becoming ineffective. In any of these circumstances, a malicious
  actor may be able to take the ETH held by the Company. Moreover, functionality of the Ethereum network may be negatively affected such
  that it is no longer attractive to users, thereby dampening demand for ETH. Even if digital assets other than ETH were affected by similar
  circumstances, any reduction in confidence in the source code or cryptography underlying digital assets generally could negatively affect
  the demand for digital assets and therefore adversely affect the business of the Company.
  40
  Disputes on the Development of the Ethereum
  Network may lead to Delays in the Development of the Network
  There can be disputes between contributors on
  the best paths forward in building and maintaining the Ethereum network's software. Furthermore, the stakers supporting the network
  and other developers and users of the network can disagree with the contributors as well, creating greater debate. Therefore, the Ethereum
  community often iterates slowly upon contentious protocol issues, which many perceive as prudently conservative, while others worry that
  it inhibits innovation. It will be important for the community to continue to develop at a pace that meets the demand for transacting
  in ETH, otherwise users may become frustrated and lose faith in the network. As a decentralized network, strong consensus and unity is
  particularly important to respond to potential growth and scalability challenges.
  The Ethereum Blockchain may Temporarily
  or Permanently Fork and/or Split
  The Ethereum network's software and protocol
  are open source. When a modification is released by the developers and a substantial majority of participants consent to the modification,
  the change is implemented and the Ethereum network continues uninterrupted. However, if a change were activated with less than a substantial
  majority consenting to the proposed modification, and the modification is not compatible with the software prior to its modification,
  the consequence would be what is known as a "hard fork" (i.e., a split) of the Ethereum network (and the blockchain). One
  blockchain would be maintained by the pre-modification software and the other by the post-modification software. The effect is that both
  blockchain algorithms would be running parallel to one another, but each would be building an independent blockchain with independent
  native assets.
  A hard fork could present problems such as two
  copies of a token for the same non-fungible tokens (NFTs).  It could also present a problem for a customer having to choose to provide
  services with respect to digital assets resulting from a fork. In addition, digital asset loan agreements often dictate when and how each
  of the lender or the borrower of a digital asset pledging a certain digital asset gets the benefit of forked coins in the event of a hard
  fork. Similarly, derivative counterparties using ISDA-based contractual documentation may be subject to hard fork-related termination
  events.
  Although forks are likely to be addressed by a
  community-led effort to merge the two groups, such a fork could still adversely affect ETH's viability.
  Risk if a Person Gains a 33% or More Share
  of the Ethereum Validators
  According to Ethereum.org, the likelihood of successful
  attacks on the Ethereum network increases as the proportion of staked ETH controlled by the attacker increases. If an attacker controls
  33% or more of the total stake, they can prevent the chain from finalizing by having 33% or more of the staked ETH maliciously attesting
  or failing to attest. If an attacker controls about 50% of the total stake, they could theoretically split the chain into two equally
  sized forks and then simply use their entire 50.1% stake to vote contrarily to the honest validator set, thereby maintaining the two forks
  and preventing finality. If an attacker controls 66% or more of the total stake, they simply vote for their preferred fork and then finalize
  it, simply because they can vote with a dishonest supermajority.
  Dependence on the Internet
  ETH stakers relay transactions to one another
  via the Internet, and when blocks are mined, they are also forwarded via the Internet. Users and developers access Ethereum via the Internet.
  Thus, the Ethereum network is dependent upon the continued functioning of the Internet.
  Attacks on the Ethereum Network
  The Ethereum network is periodically subject to
  distributed denial of service attacks to clog the list of transactions being tabulated by miners, which can slow the confirmation of authentic
  transactions. Another avenue of attack would be if a large number of miners were taken offline then it could take some time before the
  difficulty of the mining process algorithmically adjusts, which would stall block creation time and therefore transaction confirmation
  time. Thus far these scenarios have not plagued the network for long or in a systemic manner. This risk is expected to be substantially
  mitigated on Ethereum 2.0, as the PoS method of validating transactions was expected to improve the speed and efficiency of the network.
  41
  Decrease in Block Reward or Yield
  In the event of a material decrease in the block
  reward to the Ethereum network, stakers may cease to provide their staked ETH to the consensus mechanism for the Ethereum network blockchain.
  This risk was expected to be mitigated in part on Ethereum 2.0, as the rewards earned by stakers of ETH will proportionately decline as
  more stakers participate in the network. Conversely, if some stakers decide to stop participating because the yield is too low, remaining
  stakers will enjoy a higher yield. Consequently, Ethereum 2.0 is expected to attract a sufficient number of stakers and validators to
  keep the network running efficiently.
  Competitors to ETH and the Ethereum Network
  Currently, ETH is the second largest digital asset
  by market capitalization, with Coingecko citing more than 5,000 alternative digital assets. To the extent a competitor to ETH gains popularity
  and greater market share, the use and price of ETH could be negatively impacted, which may adversely affect the investments of the Company.
  Similarly, the price of ETH could be negatively impacted by competition from incumbents in the credit card and payments industries or
  from other developing blockchain protocols.
  Financial Institutions may Refuse to Support
  Transactions Involving ETH
  In the uncertain regulatory climate for digital
  assets, including ETH, regulated financial institutions may refuse to support transactions involving digital assets, including the receipt
  of cash proceeds from sales of digital asset. Should this occur, the Company's business, prospects, financial condition, results
  of operations or cash flows could be materially adversely affected.
  Risks Related to the Geopolitical Uncertainty
  Changes in tariffs or import restrictions could have a material
  adverse effect on our business, financial condition and results of operations.
  The U.S. government has adopted
  new approaches to trade policy and in some cases, may renegotiate, or potentially terminate, certain existing bilateral or multi-lateral
  trade agreements. The U.S. government has also imposed tariffs on certain foreign goods and has raised the possibility of imposing significant,
  additional tariff increases or expanding the tariffs to capture other countries and types of foreign goods. Because WhiteFiber is developing
  data centers in Canada and the United States, the imposition of tariffs on imports between these countries could materially impact the
  cost, timeline, and feasibility of our projects. Tariffs imposed by the U.S. on imports from Mexico and Canada, as well as reciprocal
  tariffs imposed by Canada on U.S. goods, could increase WhiteFiber's costs for key construction materials, specialized equipment,
  and labor, potentially delaying deployments and reducing profitability.
  Data center construction relies
  heavily on steel, aluminum, electrical components and HVAC systems, some of which the Company is sourcing from Mexico and Canada. The
  tariffs the U.S. has imposed on Canadian steel and aluminum imports, are expected to increase the cost of WhiteFiber's potential
  projects in the U.S. Similarly, if Canada imposes reciprocal tariffs on U.S. exports, WhiteFiber's projects in Canada could see
  cost increases for imported power infrastructure, networking hardware, and construction equipment.
  Additionally, several transformers,
  battery storage systems, and cooling systems used in our North American data centers are manufactured in or pass through Mexico.
  If the U.S. imposes new or additional tariffs on Mexican-manufactured electrical equipment, this could create supply chain bottlenecks
  and increase capital expenditures for both U.S. and Canadian facilities. Likewise, trade restrictions on Canadian-manufactured networking
  equipment or semiconductors would disrupt supply availability for our potential projects in the U.S.
  Tariffs and trade tensions
  between the U.S., Mexico, and Canada could also indirectly impact the availability and cost of skilled labor. Many specialized contractors for
  data center construction, electrical work, and mechanical systems operate across borders. Increased trade friction could reduce labor
  mobility, increase wages, or limit access to essential expertise, slowing project execution.
  42
  Such higher costs for critical
  data center components, potential disruptions to equipment supply chains and labor and cross-border workforce challenges could have material
  adverse effects on our business, financial condition and results of operations.
  Additionally, if tariffs increase
  the cost of building and operating data centers in the U.S. and Canada, our customers, hyperscalers and cloud providers, may shift expansion
  plans to more cost-effective regions, such as Europe or Asia. This could negatively impact [short-term and] long-term demand for WhiteFiber's
  colocation and infrastructure services.
  Finally, in response to tariffs,
  other countries have implemented retaliatory tariffs on U.S. goods. Political tensions as a result of trade policies could reduce
  trade volume, investment, technological exchange, and other economic activities between major international economies, resulting in a
  material adverse effect on global economic conditions and the stability of global financial markets, which could in turn have a material
  adverse impact on our business, financial condition  and results of operations.
  Uncertainty in the global economy and instability
  within international relations, including changes in governmental policies relating to technology, and any potential downturn in the semiconductor
  and electronics industries, may negatively impact our business
  .
  There is inherent risk, based
  on the complex relationships between certain countries and within regions, that political, diplomatic or military events could result
  in trade disruptions and other disruptions in the markets and industries we serve and our supply chain. For example, the ongoing geopolitical
  and economic uncertainty between the U.S. and China, the unknown impact of current and future U.S. and Chinese trade regulations, and
  geopolitical risks between the U.S, Canada, where our data centers are located, between the U.S. and Mexico, where certain components
  are supplied, or between China and Taiwan where chips are manufactured, could, directly or indirectly, materially harm our business, financial
  condition and results of operations.
  While overall semiconductor
  supply conditions have improved, we continue to monitor potential availability constraints for high-performance GPUs and related hardware,
  which may affect the timing of future deployments in our cloud services business.
  Furthermore, political or
  economic conflicts between various global actors, and responsive measures that have been taken and could be taken in the future, have
  created and can further create significant global economic uncertainty that could prolong or expand such conflicts, which could have a
  lasting impact on regional and global economies and harm our business and operating results.
  43
  Increased scrutiny and changing expectations
  from stakeholders with respect to our environmental, social, and governance ("ESG") practices and the impacts of climate change
  may result in additional costs or risks.
  Companies
  across many industries are facing increasing scrutiny related to their ESG practices. Investor advocacy groups, certain institutional
  investors, investment funds and other influential investors are also increasingly focused on ESG practices and in recent years have placed
  increasing importance on the non-financial impacts of their investments. Furthermore, increased public awareness and concern regarding
  environmental risks, including global climate change, has resulted and may continue to result in increased public scrutiny of our business
  and our industry, and our management team may divert significant time and energy away from our operations and towards responding to such
  scrutiny and reassuring our employees.
  However,
  WhiteFiber is committed to continuously embrace the sustainability of our HPC infrastructure with the majority of the GPUs running on
  carbon-free renewable energy. The SEC has proposed rule changes that would require companies to include certain climate-related disclosures
  such as climate-related risks that are reasonably likely to have a material impact on business, results of operations, or financial conditions.
  Should such proposed rules be adopted, increased public scrutiny of our business may affect our operations, competitive position, and
  financial condition.
  In
  addition, the physical risks of climate change may impact the availability and cost of materials and natural resources, sources and supply
  of energy, could increase our insurance and other operating costs, including, potentially, to repair damage incurred as a result of extreme
  weather events or to renovate or retrofit facilities to better withstand extreme weather events. If environmental laws or regulations
  or industry standards in the U.S., Iceland or Canada are either changed or adopted and impose significant operational restrictions and
  compliance requirements on our operations, or if our operations are disrupted due to the physical impacts of climate change, our business,
  capital expenditures, results of operations, financial condition and competitive position could be negatively impacted.
  We may depend upon outside advisors who
  may not be available on reasonable terms as needed.
  To
  supplement the business experience of our officers and directors, we employ technical experts, appraisers, attorneys, or other consultants
  or advisors. Our management, with our board of directors' approval in certain cases, without any input from shareholders will make
  the selection of any such advisors. Furthermore, it is anticipated that such persons may be engaged on an "as needed" basis
  without a continuing fiduciary or other obligation to us. In the event we consider it necessary to hire outside advisors, we may elect
  to hire persons who are affiliates, if they are able to provide the required services.
  The nature of our business requires the
  application of complex financial accounting rules, and there is limited guidance from accounting standard setting bodies. If financial
  accounting standards undergo significant changes, our operating results could be adversely affected.
  The
  accounting rules and regulations that we must comply with are complex and subject to interpretation by the Financial Accounting Standards
  Board ("FASB"), the SEC, and various bodies formed to promulgate and interpret appropriate accounting principles. A change
  in these principles or interpretations could have a significant effect on our reported financial results, and may even affect the reporting
  of transactions completed before the announcement or effectiveness of a change. Recent actions and public comments from the FASB and the
  SEC have focused on the integrity of financial reporting and internal controls. In addition, many companies' accounting policies
  are being subject to heightened scrutiny by regulators and the public. Further, there have been limited precedents for the financial accounting
  of crypto assets and related valuation and revenue recognition, and no official guidance has been provided by the FASB or the SEC. Uncertainties
  or changes in regulatory or financial accounting standards could result in the need to change our accounting methods and restate our financial
  statements and impair our ability to provide timely and accurate financial information, which could adversely affect our financial statements,
  result in a loss of investor confidence, and more generally impact our business, operating results, and financial condition.
  44
  Regulatory Risks
  Regulatory restrictions that target AI,
  including, but not limited to, export restrictions may have a material adverse impact on our intended operations.
  The
  increasing focus on the strategic importance of AI technologies has already resulted in regulatory restrictions that target products and
  services capable of enabling or facilitating AI, including semiconductors and related critical technologies, and may in the future result
  in additional restrictions impacting some or all of our service offerings. Such restrictions could include additional unilateral or multilateral
  export controls on certain products or technology, including, but not limited to, cloud service technologies. As geopolitical tensions
  have increased, semiconductors associated with AI, including GPUs and associated products, are increasingly the focus of export control
  restrictions implemented by the U.S. and its allies, and it is likely that additional unilateral or multilateral controls will be adopted.
  Such controls may be very broad in scope and application, require us to obtain export licenses from government regulators, prohibit us
  from exporting our services to any or all customers in one or more markets or could impose other conditions that limit our ability to
  provide cloud services from or serve demand abroad and could negatively and materially impact our business, revenue, and financial results.
  Export controls targeting GPUs and semiconductors associated with AI, could restrict our ability to export our technology, or services,
  even though competitors may not be subject to similar restrictions, creating a competitive disadvantage for us and negatively impacting
  our business and financial results. For example, in January 2025, the U.S. Department of Commerce issued its AI diffusion rules. These
  rules impose worldwide limits on the transfer of AI model weights abroad and AI chip exports used to create compute clusters. Although
  tier 1 countries are largely exempt from the rule's restrictions, Iceland is not included on the tier 1 list. As a result, various
  compute thresholds and export limits would apply with respect to the transfer or export of AI technology to Iceland from the U.S., which
  would make it more difficult and expensive to continue to maintain or grow our clouds services business in Iceland. Increasing use of
  economic sanctions may also impact demand for our services, negatively impacting our business and financial results. Additional unilateral
  or multilateral controls are also likely to include deemed export control limitations that negatively impact the ability of our research
  and development teams to execute our roadmap or other objectives in a timely manner. Additional export restrictions may not only impact
  our ability to serve overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our
  ability to provide our services to customers in all markets worldwide, which could also substantially reduce our revenue. See "
  Changes
  in tariffs or import restrictions could have a material adverse effect on our business, financial condition and results of operations.
  "
  Management
  of the requirements of the supply chain is complicated and time consuming. Our results and competitive position may be harmed if we are
  restricted in offering our services, if customers purchase services from competitors, if customers develop their own cloud services, if
  we are unable to provide contractual warranty or other extended service obligations.
  45
  Our cloud services business is subject to
  complex and evolving U.S. and foreign laws and regulations regarding AI, machine learning, and automated decision making.
  In recent years the use of
  machine learning, AI and automated decision making, has come under increased regulatory scrutiny, and governments and regulators in the
  United States, European Union, and other places have announced the need for greater regulation regarding the use of machine learning and
  AI generally. New laws, guidance, and decisions in this area may limit WhiteFiber's cloud services business, or require the Company
  to make changes to its clouds service technology and infrastructure and our operations that may decrease our operational efficiency, result
  in an increase to operating costs and/or hinder our ability to provide or improve our cloud services.
  For example, certain global
  privacy laws regulate the use of automated decision making and may require that the existence of automated decision making be disclosed
  to the data subject with a meaningful explanation of the logic used in such decision making in certain circumstances, and that safeguards
  must be implemented to safeguard individual rights, including the right to obtain human intervention and to contest any decision. Other
  global privacy laws allow individuals the right to opt out of certain automated processing of personal data and create other requirements
  that impact automated decision-making. At the federal level, the scope and extent of regulation of AI is uncertain, but the National Institute
  of Standards and Technology issued the NIST-AI-600-1, AI Risk Management Framework: Generative Artificial Intelligence Profile which will
  likely remain a standard that regulators may consider for determining whether companies have adequate assessed the risk of use of AI.
  A number of states have issued
  or proposed laws that require developers and deployers of high risk AI tools and systems to conduct risk assessments and take steps to
  avoid algorithmic discrimination. In addition, these laws provide consumers with the right to pre-use notice and certain rights to opt-out
  of use of such tools for certain kinds of automated decisions and to seek human review for adverse decisions. These laws could impose
  additional obligations on us to comply with such requirements and limit the Company's ability to use AI and automated decision making.
  Violations of such laws could expose the Company to fines and sanctions and consumer class actions.
  In the European Union, the
  EU AI Act establishes a comprehensive, risk-based governance framework for AI in the EU market. The EU AI Act entered in force
  on August 1, 2024, and the majority of the substantive requirements will apply two years later (beginning 2026). The EU AI Act will
  apply to companies that develop, use and/or provide AI in the European Union and includes requirements around transparency, conformity
  assessments and monitoring, risk assessments, human oversight, security, accuracy, general purpose AI and foundation models, and proposes
  fines for breach of up to 7% of worldwide annual turnover (revenue). Additionally, in September of 2022, the European Commission
  proposed two Directives seeking to establish a harmonized civil liability regime for AI in the European Union, in order to facilitate
  civil claims in respect of harm caused by AI and to include AI-enabled products within the scope of the European Union's existing
  strict liability regime. Once fully applicable, the EU AI Act will have a material impact on the way AI is regulated in the
  European Union, and together with developing guidance and/or decisions in this area, may affect our use of AI and our ability to provide,
  improve, or commercialize our cloud services, and could require additional compliance measures and changes to our operations and processes.
  Moreover, the protectability
  and ownership of intellectual property, including patent and copyright, resulting from the use of AI technologies has not been fully addressed
  by courts or laws or regulations. To the extent we use AI technologies to generate or develop other technology, we may have difficulty
  enforcing intellectual property rights in other such technology. In addition, the use or adoption of AI technologies into our offerings
  may result in exposure to claims of copyright infringement or other intellectual property misappropriation based on the inputs or outputs
  of such systems. As the legal and regulatory framework for AI and automated decision making evolves, we may not always be able to anticipate
  how to respond to these laws or regulations, and compliance may adversely impact our operations and involve significant expenditure and
  resources. Any failure by us to comply may result in significant liability, potential increases in civil claims against us, negative publicity,
  an erosion of trust, and/or increased regulation and could materially adversely affect our business, results of operations, and financial
  condition.
  46
  We are subject to a highly evolving regulatory
  landscape and any adverse changes to or our colocation customers' failure to comply with any laws or regulations could adversely
  affect our business, prospects or operations.
  Our
  customers' businesses are subject to extensive laws, rules, regulations, policies and legal and regulatory guidance, including those
  governing securities, commodities, exchange and transfer, data governance, data protection, cybersecurity and tax. Many of these legal
  and regulatory regimes were adopted prior to the advent of the Internet, mobile technologies, AI and related technologies, cloud services
  and data center operations. As a result, they do not contemplate or address unique issues associated with AI, are subject to significant
  uncertainty, and vary widely across U.S., Iceland and Canada. 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 complexity and evolving nature of our business and the significant uncertainty surrounding the regulation of AI, requires us to exercise
  our judgment as to whether certain laws, rules and regulations apply to us or our customers, and it is possible that governmental bodies
  and regulators may disagree with our or our customers' conclusions. To the extent we or our customers have not complied with such
  laws, rules and regulations, we could be subject to significant fines and other regulatory consequences, which could adversely affect
  our business, prospects or financial condition.
  Ongoing
  and future regulatory actions, such as controls on the export of products and technology for AI uses, could effectively prevent our customers'
  and our ongoing or planned co-hosting operations, limiting or preventing future revenue generation by us or rendering our operations obsolete.
  Such actions could severely impact our ability to continue to operate and our ability to continue as a going concern or to pursue our
  strategy at all, which would have a material adverse effect on our business, prospects or 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.
  For
  example, California has enacted the California Consumer Privacy Act ("CCPA") and the California Privacy Rights Act ("CPRA"),
  which, among other things, allows California consumers to request that certain companies disclose the types of personal information collected
  by such companies, to correct that information, to delete that information and to opt-out the sale or sharing of personal information
  for cross-context behavioral advertising. the California Privacy Protection Agency ("CPPA") has proposed new regulations to
  require companies to conduct risk assessments, annual cybersecurity audits and set up notice and opt-out and access procedures for the
  use of automated decision-making technology. These proposed new requirements could increase our costs of compliance and impact our operations
  and the products and services we offer.
  47
  In
  addition, Iowa, Delaware, Maine, Virginia, Colorado, Utah, Oregon, Montana, Nebraska, New Hampshire, New Jersey, Texas, Utah and Connecticut
  enacted privacy and data protection laws in recent years that are currently in effect and grant similar rights and impose similar obligations
  as the CCPA. New privacy laws enacted in Maryland, Minnesota, Rhode Island, and Tennessee will take effect over the next couple years.
  Other states in the U.S. are also separately proposing laws to regulate privacy and security of personal data. Our failure, and/or the
  failure by the various third party vendors and service providers with which we do business, to comply with applicable privacy policies
  or federal or state laws or changes in applicable laws and regulations, or any compromise of security that results in the unauthorized
  release of personal information or other user data could damage our reputation and the reputation of our third party vendors and service
  providers, discourage potential users from trying their products and services and/or result in fines and/or proceedings by governmental
  agencies and/or consumers, any one or all of which could adversely affect our business, financial condition and results of operations
  and, as a result, our company. In addition, we, our subsidiaries or our business affiliates may not have adequate insurance coverage to
  compensate for losses.
  Foreign
  data privacy laws, such as the General Data Protection Regulation ("GDPR") in the European Union and the United Kingdom Data
  Protection Act ("UK GDPR") impose data privacy and security requirements that may impact our ability to collect and process
  personal information of residents of the EU and the UK. The transfer of personal information from such jurisdictions may be subject to
  additional restrictions and require the use of transfer mechanisms recognized by GDPR and UK GDPR, such as the use of Standard Contractual
  Clauses, which impose numerous obligations on data importers and exporters. Violations of the GDPR or UK GDPR could impose us to fines
  of up to €20 million, or up to 4% of the annual worldwide turnover of the preceding financial year, whichever is greater.
  Existing and increasing legal and regulatory
  requirements could adversely affect our results of operations.
  We
  are subject to a wide range of laws, regulations, and legal requirements in the U.S. and globally, including those that may apply to our
  products and online services offerings, and those that impose requirements related to user privacy, data security, telecommunications,
  data storage and protection, advertising, and online content. Laws in several jurisdictions, including EU Member State laws under the
  European Electronic Communications Code, increasingly define certain of our services as regulated telecommunications services. This trend
  may continue and will result in these offerings being subjected to additional data protection, security, law enforcement surveillance,
  and other obligations. Regulators and private litigants may assert that our collection, use, and management of customer data and other
  information is inconsistent with their laws and regulations, including laws that apply to the tracking of users via technology such as
  cookies. New environmental, social, and governance laws and regulations are expanding mandatory disclosure, reporting, and diligence requirements.
  Legislative or regulatory action relating to cybersecurity requirements may increase the costs to develop, implement, or secure our products
  and services. Compliance with evolving digital accessibility laws and standards will require engineering and is important to our efforts
  to empower all people and organizations to achieve more. Legislative and regulatory action is emerging in the areas of AI and content
  moderation, which could increase costs or restrict opportunity. For example, in the EU, an AI Act has entered into force, and may entail
  increased costs or decreased opportunities for the operation of our AI services in the European market. See "
  Our cloud services
  business is subject to complex and evolving U.S. and foreign laws and regulations regarding AI, machine learning, and automated decision
  making
  " risk factor above.
  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, laws and regulations. These laws
  and regulations can increase capital, operating and other costs; cause delays as a result of litigation and administrative proceedings;
  and create environmental compliance, remediation, containment, monitoring and reporting obligations. Environmental laws and regulations
  can also require us to install pollution control equipment at facilities where it operates, and correct environmental hazards, including
  payment of all or part of the cost to remediate sites where activities of other parties, caused environmental contamination. 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.
  48
  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.
  `
  Changes in tax law may negatively affect
  our business.
  Changes to federal, state,
  local and foreign tax laws have the ability to benefit or adversely affect WhiteFiber's earnings and customer costs. Significant
  changes to corporate tax rates could result in the impairment of deferred tax assets that are established based on existing law at the
  time of deferral. A number of factors may increase WhiteFiber's future effective income tax rate, including:
  ●
  Governmental authorities increasing
  taxes or eliminating deductions, particularly the depletion deduction.
  ●
  The jurisdictions in which
  earnings are taxed.
  ●
  The resolution of issues arising
  from tax audits with various tax authorities.
  ●
  Changes in the valuation of
  our deferred tax assets and liabilities.
  ●
  Adjustments to estimated taxes
  upon finalization of various tax returns.
  ●
  Changes in available tax credits.
  ●
  Changes in stock-based compensation.
  ●
  Other changes in tax laws; or
  ●
  The interpretation of tax laws and/or administrative practices.
  49
  Our business may be adversely affected by
  future changes in the European Union's regulations related to AI, which could be reflected in Icelandic and European Union countries'
  domestic laws and regulations.
  While
  no current Icelandic legislation directly impacts colocation operations, Iceland, being a member of the European Economic Area, is likely
  to be influenced by forthcoming European Union acts such as the Artificial Intelligence Act and the AI Liability Directive. These acts
  may shape the future regulatory landscapes in Iceland and lead the Icelandic government to adopt such regulations domestically.
  The
  potential adoption of said AI regulatory framework could introduce new compliance requirements for our data centers, as well as other
  legal and regulatory obligations, impacting operational practices and liability considerations for our data centers. This could ultimately
  adversely affect our Company's business and financial results.
  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 company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the Dodd-Frank Act and
  are required to prepare its financial statements according to the rules and regulations required by the SEC. The Exchange Act requires
  that we file annual, quarterly, current reports and proxy statements. Our failure to prepare and disclose this information in a timely
  manner or to otherwise comply with applicable law could subject us to penalties under federal securities laws, expose it to lawsuits and
  restrict its ability to access financing. In addition, the Sarbanes-Oxley Act requires that, among other things, that we establish and
  maintain effective internal controls and procedures for financial reporting and disclosure purposes. Internal control over financial reporting
  is complex and may be revised over time to adapt to changes in our business, or changes in applicable accounting rules. We cannot assure
  you that its internal control over financial reporting will be effective in the future or that a material weakness will not be discovered
  with respect to a prior period for which it had previously believed that internal controls were effective. If we are not able to maintain
  or document effective internal control over financial reporting, our independent registered public accounting firm will not be able to
  certify as to the effectiveness of our internal control over financial reporting.
  Matters
  affecting our internal controls may cause us to be unable to report its financial information on a timely basis, or may cause it to restate
  previously issued financial information, and thereby subject us to adverse regulatory consequences, including sanctions or investigations
  by the SEC, or violations of applicable stock exchange listing rules. There could also be a negative reaction in the financial markets
  due to a loss of investor confidence in us and the reliability of its financial statements. Confidence in the reliability of our financial
  statements is also likely to suffer if it or its independent registered public accounting firm reports a material weakness in its internal
  control over financial reporting. This could have a material and adverse effect on us by, for example, leading to a decline in the share
  price and impairing its ability to raise additional capital.
  50
  New York State Moratorium on Cryptocurrency
  Mining Operations
  On November 22, 2022, the New York State enacted
  a moratorium on cryptocurrency mining operations that use proof-of-work authentication methods to validate blockchain operations; provided
  that such operations shall be subject to a full generic environmental impact statement review. While the Company's bitcoin mining
  operations in upstate New York State use proof-of-work authentication, they were approximately 90% (now 99%) carbon free according to
  NYISO Power Trends 2023 Report. The law provides for a two-year moratorium on new applications or new permits for an electric generating
  facility that utilizes a carbon-based fuel. Therefore, the Company believes that its New York State hosting facilities, which primarily
  depended on hydroelectric power, will be able to comply with the law.
  Regulatory restrictions that target AI,
  including, but not limited to, export restrictions may have a material adverse impact on our intended operations.
  The increasing focus on the strategic importance
  of AI technologies has already resulted in regulatory restrictions that target products and services capable of enabling or facilitating
  AI, and may in the future result in additional restrictions impacting some or all of our service offerings. Such restrictions could include
  additional unilateral or multilateral export controls on certain products or technology, including, but not limited to, AI technologies.
  As geopolitical tensions have increased, semiconductors associated with AI, including GPUs and associated products, are increasingly the
  focus of export control restrictions proposed by stakeholders in the U.S. and its allies, and it is likely that additional unilateral
  or multilateral controls will be adopted. Such controls may be very broad in scope and application, prohibit us from exporting our services
  to any or all customers in one or more markets or could impose other conditions that limit our ability to serve demand abroad and could
  negatively and materially impact our business, revenue, and financial results. Export controls targeting GPUs and semiconductors associated
  with AI, which are increasingly likely, would restrict our ability to export our technology, services even though competitors may not
  be subject to similar restrictions, creating a competitive disadvantage for us and negatively impacting our business and financial results.
  Increasing use of economic sanctions may also impact demand for our services, negatively impacting our business and financial results.
  Additional unilateral or multilateral controls are also likely to include deemed export control limitations that negatively impact the
  ability of our research and development teams to execute our roadmap or other objectives in a timely manner. Additional export restrictions
  may not only impact our ability to serve overseas markets, but also provoke responses from foreign governments, including China, that
  negatively impact our ability to provide our services to customers in all markets worldwide, which could also substantially reduce our
  revenue.
  During the third quarter of fiscal year 2023,
  the U.S. government announced new export restrictions and export licensing requirements targeting China's semiconductor and supercomputing
  industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment, and technology used to develop,
  produce, and manufacture certain chips, to China (including Hong Kong and Macau) and Russia. The new license requirements also apply to
  any future NVIDIA integrated circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system
  or board that includes those circuits. There are also now licensing requirements to export a wide array of products, including networking
  products, destined for certain end users and for certain end uses in China.
  Management of these new license and other requirements
  is complicated and time consuming. Our results and competitive position may be harmed if we are restricted in offering our services, if
  customers purchase services from competitors, if customers develop their own internal solution, if we are unable to provide contractual
  warranty or other extended service obligations, if the U.S. government does not grant licenses in a timely manner or denies licenses to
  significant customers, or if we incur significant transition costs. Even if the U.S. government grants any requested licenses, the licenses
  may be temporary or impose burdensome conditions that we cannot or choose not to fulfill. The new requirements may benefit certain of
  our competitors, as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain,
  and encourage customers to pursue alternatives to our services.
  51
  Issues in the development and use of AI
  may result in reputational or competitive harm or liability
  .
  We are beginning to build AI into our infrastructure
  services, and we are also providing computing power for AI available for our customers to use in solutions that they build. We are providing
  supporting/computing power to clients, including our strategic partners who develop AI systems. We expect this integration of AI into
  our offerings and our business in general to grow. AI presents risks and challenges that could affect its adoption, and therefore our
  business. AI algorithms or training methodologies may be flawed. Datasets may be overbroad, insufficient, or contain biased information.
  Content generated by AI systems may be offensive, illegal, or otherwise harmful. Ineffective or inadequate AI development or deployment
  practices by our Company or others could result in incidents that impair the acceptance of AI solutions or cause harm to individuals,
  customers, or society, or result in our products and services not working as intended. Human review of certain outputs may be required.
  As a result of these and other challenges associated with innovative technologies, our implementation of AI systems could subject us to
  competitive harm, regulatory action, legal liability, including under new proposed legislation regulating AI in jurisdictions, new applications
  of existing data protection, privacy, intellectual property, and other laws, and brand or reputational harm. Some AI scenarios present
  ethical issues or may have broad impacts on society. If we provide supporting/computing AI services that have unintended consequences,
  unintended usage or customization by our customers and partners, or are controversial because of their impact on human rights, privacy,
  employment, or other social, economic, or political issues, we may experience brand or reputational harm, adversely affecting our business
  and consolidated financial statements.
  The regulatory and legislative developments
  related to climate change, may materially adversely affect our brand, reputation, business, operating results and financial condition.
  A number of governments or governmental bodies
  have introduced or are contemplating legislative and regulatory changes in response to various climate change interest groups and the
  potential impact of climate change. Given the very significant amount of electrical power required to operate digital asset mining machines,
  as well the environmental impact of mining for the rare earth metals used in the production of mining servers, the digital asset mining
  industry may become a target for future environmental and energy regulation. For example, in June and July of 2021, the Chinese government
  prohibited the operation of mining machines and supply of energy to mining businesses, citing concerns regarding high levels of energy
  consumption, which resulted in our suspension of mining operations in China. U.S. legislation and increased regulation regarding climate
  change could impose significant costs on us and our suppliers, including costs related to increased energy requirements, capital equipment,
  environmental monitoring and reporting, and other costs to comply with such regulations. Specifically, imposition of a carbon tax or other
  regulatory fee in a jurisdiction where we operate or on electricity that we purchase could result in substantially higher energy costs,
  and due to the significant amount of electrical power required to operate digital asset mining machines, could in turn put our facilities
  at a competitive disadvantage. Any future climate change regulations could also negatively impact our ability to compete with companies
  situated in areas not subject to such limitations. Given the political significance and uncertainty around the impact of climate change
  and how it should be addressed, we cannot predict how legislation and regulation will affect our financial condition, operating performance
  and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse publicity in the global marketplace
  about potential impacts on climate change by us or other companies in our industry could harm our reputation. Any of the foregoing could
  have a material adverse effect on our financial position, results of operations and cash flows.
  A particular digital asset's status
  as a "security" in any relevant jurisdiction is subject to a high degree of uncertainty and if a regulator disagrees with
  our characterization of a digital asset, we may be subject to regulatory scrutiny, investigations, fines, and other penalties, which may
  adversely affect our business, operating results and financial condition. Furthermore, a determination that bitcoin or any other digital
  asset that we own or mine is a "security" may adversely affect the value of bitcoin and our business.
  The SEC and its staff have taken the position
  that certain digital assets fall within the definition of a "security" under the U.S. federal securities laws. The legal test
  for determining whether any given digital asset is a security, as described below, is a highly complex, fact-driven analysis that has
  evolved over time. Our determination that the digital assets we hold are not securities is a risk-based assessment and not a legal standard
  or one binding on regulators. As of the date of this report, with the exception of certain centrally issued digital assets that have received
  "no-action" letters from the SEC staff, bitcoin and ETH are the only digital assets which senior officials at the SEC have
  publicly stated are unlikely to be considered securities. As a digital asset mining company, we do not believe we are an issuer of any
  "securities" as defined under the federal securities laws. Our internal process for determining whether the digital assets
  we hold or plan to hold is based upon the public statements of the SEC and existing case law. The digital assets we hold or plan to hold,
  other than bitcoin and ETH, may have been created by an issuer as an investment contract under the Howey test,
  SEC v. Howey
  Co
  ., 328 U.S. 293 (1946), and may be deemed to be securities by the SEC. However, the Company was not the issuer that created these
  digital assets and is holding them on an interim basis until liquidated. Should the SEC state in the future that U.S. digital currency
  tokens or other digital assets we hold are securities, we may subject to additional securities laws' requirements and may no
  longer be able to hold any of these digital assets. It will then likely become difficult or impossible for such digital assets to be traded,
  cleared or custodied in the United States through the same channels used by non-security digital assets, which in addition to materially
  and adversely affecting the trading value of the digital assets is likely to cause substantial volatility and significantly impact their
  liquidity and market participants' ability to convert the digital assets into U.S. dollars. Our inability to exchange bitcoin for
  fiat currency or other digital assets (and vice versa) and to administer our treasury management objectives may decrease our earnings
  potential and have an adverse impact on our business and financial condition.
  52
  Under the Investment Company Act of 1940, as amended,
  a company may fall within the definition of an investment company under Section 3(c)(1)(A) thereof if it is or holds itself out as being
  engaged primarily, or proposes to engage primarily in the business of investing, reinvesting or trading in securities, or under Section
  3(a)(1)(C) thereof if it is engaged or proposes to engage in business of investing, reinvesting, owning, holding, or trading in securities,
  and owns or proposes to acquire "investment securities" (as defined) having a value exceeding 40% of its total assets (exclusive
  of government securities and cash items) on an unconsolidated basis. There is no authoritative law, rule or binding guidance published
  by the SEC regarding the status of digital assets as "securities" or "investment securities" under the Investment
  Company Act. Although we believe that we are not engaged in the business of investing, reinvesting, or trading in investment securities,
  and we do not hold ourselves out as being primarily engaged, or proposing to engage primarily, in the business of investing, reinvesting
  or trading in securities, to the extent the digital assets which we mine, own, or otherwise acquire may be deemed "securities"
  or "investment securities" by the SEC or a court of competent jurisdiction, we may meet the definition of an investment company.
  If we fall within the definition of an investment company under the Investment Company Act, we would be required to register with the
  SEC. If an investment company fails to register, it likely would have to stop doing almost all business, and its contracts would become
  voidable. Generally non-U.S. issuers may not register as an investment company without an SEC order.
  The classification of a digital asset as a security
  under the applicable law has wide-ranging implications for the regulatory obligations that flow from the mining, sale and trading of such
  assets. For example, a digital asset that is a security in the United States may generally only be offered or sold in the United States
  pursuant to a registration statement filed with the SEC or in an offering that qualifies for an exemption from registration. Persons that
  effect transactions in digital assets that are deemed securities in the United States may be subject to registration with the SEC as a
  "broker" or "dealer."
  There can be no assurances that we will properly
  characterize any given digital asset as a security or non-security for purposes of determining which digital assets to mine, hold and
  trade, or that the SEC, or a court, if the question was presented to it, would agree with our assessment. We could be subject to judicial
  or administrative sanctions for failing to offer or sell digital assets in compliance with the registration requirements, or for acting
  as a broker or dealer without appropriate registration. Such an action could result in injunctions, cease and desist orders, as well as
  civil monetary penalties, fines, and disgorgement, criminal liability, and reputational harm. Further, if bitcoin is deemed to be a security
  under the laws of any U.S. federal, state, or local jurisdiction, or in a proceeding in a court of law or otherwise, it may have adverse
  consequences for such digital asset. For instance, all transactions in such supported digital asset would have to be registered with the
  SEC, or conducted in accordance with an exemption from registration, which could severely limit its liquidity, usability and transactability.
  For instance, all transactions in such supported digital asset would have to be registered with the SEC, or conducted in accordance with
  an exemption from registration, which could severely limit its liquidity, usability and transactability. Further, it could draw negative
  publicity and a decline in the general acceptance of the digital asset. Also, it may make it difficult for such digital asset to be traded,
  cleared, and custodied as compared to other digital assets that are not considered to be securities.
  Enactment of the Infrastructure Investment
  and Jobs Act of 2021 (the "Infrastructure Act") may have an adverse impact on our business and financial condition.
  On November 15, 2021, President Joseph R. Biden
  signed the Infrastructure Act. Section 80603 of the Infrastructure Act modifies and amends the Internal Revenue Code of 1986 (the "Code")
  by requiring brokers of digital asset transactions to report their customers to the IRS. This provision was included to enforce the taxability
  of digital asset transactions. Section 80603 defines "broker" as "any person who (for consideration) is responsible
  for regularly providing any service effectuating transfers of digital assets on behalf of another person." That could potentially
  include miners, validators, and developers of decentralized applications. These functions play a critical role in our business and in
  the functioning of the blockchain ecosystem. Importantly, these functions have no way of identifying their anonymous users. Indeed, bitcoin's
  blockchain was designed for anonymity.
  This reporting requirement took effect on January
  1, 2023, and the implementation of these requirements is ongoing. The Company is closely monitoring the situation and waiting for more
  issuance of updated guidance from government agencies. The Company deems that it doesn't qualify as "broker" under section
  80603 and therefore it is not required to report its customers to the IRS under such provision. Disclosing the identity of our bitcoin
  mining operations and associated accounts to ensure they can be taxed by the IRS could cause a significant devaluing of our business,
  the bitcoin currency, and the entire digital assets market. Additionally, noncompliance with this provision could lead to significant
  fines and or regulatory actions against our company.
  53
  Risks related to material pending crypto
  legislation or regulations
  On the federal level, by certain accounts, more
  than 100 bills were introduced in Congress to regulate cryptocurrency and digital assets. Except as described in other specific risk factors
  set forth herein, we do not believe that material pending crypto legislation or regulations would have a material effect on our business,
  financial condition and results of operations. Certain of the material pending bills are as follows:
  ●
  Digital Commodity Exchange Act of 2022 (DCEA), introduced on April 28, 2022 in the House of Representatives, would create a regulatory overview for digital commodity developers, dealers and exchanges, none of which would currently apply to the Company;
  ●
  Securities Clarity Act, introduced on July 16, 2021 in the House of Representatives, is intended to work with the proposed DCEA. The Securities Clarity Act would codify that an asset, whether tangible or intangible (including an asset in digital form), that is not per se a security, does not become a security as a result of being sold or otherwise transferred pursuant to an investment contract. Thus, certain digital assets which the Company may acquire, if sold pursuant to an investment contract, would not become securities, subject to SEC regulations;
  ●
  Digital Trading Clarity Act of 2022, introduced on September 29, 2022 in the Senate, provides that if a federal court or the SEC determines that a digital asset is a security, the bill requires the SEC Division of Enforcement to request information from an intermediary listing that asset to determine if the intermediary meets the requirements in the bill texts. As stated elsewhere herein, the Company will conduct an extensive compliance review prior to holding any digital asset that may be deemed to be a security, and would need to avoid holding any such digital asset if this bill becomes law.
  Our interactions with a blockchain and mining
  pools may expose us to SDN or blocked persons or cause us to violate provisions of law that did not contemplate distributive ledger technology.
  The Office of Financial Assets Control of the
  U.S. Department of Treasury ("OFAC") requires us to comply with its sanction program and not conduct business with persons
  named on its specially designated nationals ("SDN") list. However, because of the pseudonymous nature of blockchain transactions
  we may inadvertently and without our knowledge engage in transactions with persons named on OFAC's SDN list or from countries on
  OFAC's sanctioned countries' list. We also rely on a third-party mining pool service provider for our mining revenue payments
  and other participants in the mining pool, that, unknown to us, may also be persons from countries on OFAC's SDN list or from countries
  on OFAC's sanctioned countries list. Our Company's policy prohibits any transactions with such SDN individuals or persons
  from sanctioned countries, but we may not be adequately capable of determining the ultimate identity of the individual with whom we transact
  with respect to selling bitcoin assets. Moreover, federal law prohibits any U.S. person from knowingly or unknowingly possessing any visual
  depiction commonly known as child pornography. Recent media reports have suggested that persons have imbedded such depictions on one or
  more blockchains. Because our business requires us to download and retain one or more blockchains to effectuate our ongoing business,
  it is possible that such digital ledgers contain prohibited depictions without our knowledge or consent. To the extent government enforcement
  authorities enforce these and other laws and regulations that are impacted by decentralized distributed ledger technology, we may be subject
  to investigation, administrative or court proceedings, and civil or criminal monetary fines and penalties, all of which could harm our
  reputation and affect the value of our Ordinary Shares.
  54
  If regulatory changes or interpretations
  of our activities require our registration as a money services business ("MSB") under the regulations promulgated by FinCEN
  under the authority of the U.S. Bank Secrecy Act ("BSA"), or otherwise under state laws, we may incur significant compliance
  costs, which could be substantial or cost-prohibitive. If we become subject to these regulations, our costs in complying with them may
  have a material negative effect on our business and the results of our operations.
  To the extent that our activities cause us to
  be deemed a money service business (MSB) under the regulations promulgated by FinCEN under the authority of the U.S. Bank Secrecy Act,
  we may be required to comply with FinCEN regulations, including those that would mandate us to implement anti-money laundering programs,
  make certain reports to FinCEN and maintain certain records. The Digital Asset Anti-Money Laundering Act of 2022 (DAAMLA) was introduced
  on December 14, 2022 in the Senate. The bill would authorize FinCEN to designate digital asset wallet providers, miners, validators, and
  other select network participants as MSBs. This designation would require these parties to register with FinCEN and would extend to these
  parties' anti-money laundering (AML) responsibilities under the BSA.
  To the extent that our activities cause us to
  be deemed an MSB and/or a "money transmitter" ("MT") or equivalent designation, under state law in any state in
  which we operate (currently, Texas, Kentucky and New York), we may be required to seek a license or otherwise register with a state regulator
  and comply with state regulations that may include the implementation of AML programs, maintenance of certain records and other operational
  requirements. Such additional federal or state regulatory obligations may cause us to incur extraordinary expenses, possibly affecting
  an investment in our securities in a materially adverse manner. Furthermore, the Company and our service providers may not be capable
  of complying with certain federal or state regulatory obligations applicable to MSBs and MTs. If we are deemed to be subject to and determine
  not to comply with such additional regulatory and registration requirements, we may act to leave a particular state or the United States
  completely. Any such action would be expected to materially adversely affect our operations.
  Current regulation of the exchange of bitcoins
  under the CEA by the CFTC is unclear; to the extent we become subject to regulation under the CFTC in connection with our exchange of
  bitcoin, we may incur additional compliance costs, which may be significant.
  Current legislation, including the Commodities
  Exchange Act of 1936, as amended (the "CEA") is unclear with respect to the exchange of bitcoins. Changes in the CEA or the
  regulations promulgated thereunder, as well as interpretations thereof and official promulgations by the Commodity Futures Trading Commission
  ("CFTC"), which oversees the CEA, may impact the classification of bitcoins and therefore may subject them to additional regulatory
  oversight by the CFTC.
  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 report, no CFTC orders or rulings are applicable to our business.
  55
  Because there has been limited precedent
  set for financial accounting of bitcoin and other digital assets, the determination that we have made for how to account for bitcoin and
  other digital assets
  transactions may be subject to change.
  While there has been limited precedent set for
  the financial accounting of digital assets and related revenue recognition, on December 13, 2023, the Financial Accounting Standards Board
  (FASB) issued ASU 2023-08, which addresses the accounting and disclosure requirements for certain crypto assets. Under this new guidance,
  entities are required to subsequently measure certain crypto assets at fair value, with changes in fair value recorded in net income in
  each reporting period. Besides ASU 2023-08 issued, there has been little official guidance provided by the FASB, the Public Company Accounting
  Oversight Board (PCAOB) or the SEC, it is unclear how companies may in the future be required to account for bitcoin and other digital
  assets transactions and related revenue recognition. A change in regulatory or financial accounting standards could result in the necessity
  to change our accounting methods and restate our financial statements. Such a restatement could adversely affect the accounting for our
  newly mined bitcoin rewards and more generally negatively impact our business, prospects, financial condition and results of operation.
  Such circumstances would have a material adverse effect on our ability to continue as a going concern or to pursue our business strategy
  at all, which would have a material adverse effect on our business, prospects or operations as well as and potentially the value of any
  digital assets we hold or expects to acquire for our own account and harm investors.
  Risks Related to Previously Operating in China
  We may be subject to fines and penalties
  for operating in China without registration.
  Prior to the commencement of the Company's
  bitcoin mining business, and before the involvement of any of the Company's current directors, officers or employees, Golden Bull
  Limited formerly operated a peer-to-peer lending business in the PRC, as discussed below. Additionally, from February 2020 to June 2021,
  the Company operated its bitcoin mining business in the PRC, but completed the migration of all of its bitcoin mining operations out of
  China by September 2021. Although the statute of limitations for non-compliance by our former business in the PRC is generally two years
  and the Company has been out of the PRC, for more than two years, the Authority may still find that our prior bitcoin mining operations
  involved a threat to financial security. In such event, the two-year period would be extended to five years.
  Pursuant to laws and regulations of the PRC, there
  are two ways for foreign legal persons/entities to be considered to be engaging in operation activities within the territory of China.
  One way is to establish a foreign-invested enterprise, that is incorporated, according to the Foreign Investment Law of PRC, within the
  territory of China and that is wholly or partly invested by a foreign investor. The organization form, institutional framework and standard
  of conduct of a foreign-invested enterprise are subject to the provisions of the Company Law of the PRC and the Partnership Enterprise
  Law of the PRC and other law related regulations. Another way to be deemed to be operating within China is to complete the approval and
  registration procedures with the relevant regulatory authorities in accordance with the provisions of Administrative Measures for the
  Registration of Enterprises of Foreign Countries (Regions) Engaging in Production and Operation Activities within the Territory of China
  (Revised in 2020), or Order No.31. However, in view of the ban on all new digital asset operations in China, we terminated the process
  of forming a subsidiary in mainland China. Since our Hong Kong subsidiary had not obtained business licenses in mainland China where Bit
  Digital Hong Kong used to carry out business, it may lead to a punishment of a warning, fine, confiscation of income and/or suspension
  of business for rectification.
  We may be subject to fines and penalties
  for our prior mining activities in mainland China.
  The Chinese government implements the management
  systems of pre-establishment national treatment and negative list for foreign investment. Pre-establishment national treatment refers
  to the treatment given to foreign investors and their investments during the investment access stage, which is not lower than that given
  to their domestic counterparts; negative list for foreign investment refers to special administrative measures for the restricted or prohibited
  access of foreign investment in specific fields as stipulated by the Chinese government.
  Pursuant to the Special Administrative Measures
  for Access of Foreign Investment Access (2021 Edition), or the 2021 Edition Negative List for Foreign, issued by The Ministry of Commerce
  of the PRC (the "MOFCOM") and the National Development and Reform Commission (the "NDRC") on December 27, 2021,
  which came into effect on January 1, 2022, our bitcoin mining business does not fall into the Negative List for Foreign. However, the
  2021 Edition Negative List for Foreign indicates that "Fields not mentioned in the Negative List for Foreign Investment Access shall
  be subject to administration under the principle of consistency for domestic and foreign investments. The relevant provisions of the Negative
  List for Market Access shall apply to domestic and foreign investors on a unified basis."
  56
  Also, based on the Negative List for Market Access
  (2022 Edition), "the Catalogue for Guidance on Industrial Restructuring shall be included in the Negative List for Market Access";
  plus, according to the Decision of the State Council on Promulgating and Implementing the "Temporary Provisions on Promoting Industrial
  Structure Adjustment," valid from December. 2, 2005, "In principle, the 'Guidance Catalogue for the Industrial Structure
  Adjustment' shall apply to various types of enterprises inside China." "The industries of the eliminated category under
  the 'Guidance Catalogue for the Industrial Structure Adjustment' shall apply to the foreign investment enterprises."
  and "Investments are prohibited from being contributed to projects under the eliminated category." Additionally, the NDRC
  released on December 30, 2021 its No. 49 Decree, announcing that the Decision of the National Development and Reform Commission on Amending
  the Guiding Catalog for Industrial Restructuring (2019 Version) (the "Amended Catalog"). The Amended Catalog added "virtual
  currency mining activities" to the eliminated category of "1. outdated production processing and equipment under the original
  Catalog." Therefore, foreign investment enterprises are prohibited from virtual currency activities and our bitcoin mining business
  are banned in China as well. There can be no assurance that our prior mining activities in China will not be subject to fines and penalties
  on a retroactive basis.
  We may be subject measures from the Cyberspace
  Administration of China concerning the collection of data and required to obtain clearance from the CAC
  .
  The Cybersecurity Review Measures (2021) (the
  "Measures") were officially released to the public on December 28, 2021 and became effective on February 15, 2022. According
  to the Measures, to go public abroad, an online platform operator that possesses the personal information of more than 1 million users
  must seek cybersecurity review from the Office of Cybersecurity Review.
  Currently, we have not been involved in any investigations
  on cybersecurity review initiated by the CAC or related governmental regulatory authorities, and we have not received any inquiry, notice,
  warning, or sanction in such respect.
  We believe we currently are not required to obtain
  clearance from the CAC regarding our listing in the United States under the recently-enacted or proposed regulations or rules because
  we have never set an online platform for any user and we have not acted as an online platform operator. However, since these cybersecurity
  rules were recently enacted and uncertainties exist as to the interpretation or implementation of the Measures, if the Measures require
  us to obtain clearance or permissions from the CAC, we would file an application with CAC and seek to obtain the clearance or permissions
  from the CAC as required, however there can be no assurance we will obtain clearance or permission which could adversely affect our business.
  Compliance with the Measures, as well as additional laws, regulations and guidelines that the Chinese government promulgates in the future,
  may entail significant expenses and could materially affect our business.
  United States regulators may be limited
  in their ability to conduct investigations or inspections of our operations in Hong Kong.
  The increased regulatory scrutiny of U.S.-listed
  companies with operations in China could add uncertainties to our business operations, share price and reputation. Although the audit
  reports of Audit Alliance LLP incorporated by reference into this report are prepared by our auditors in Singapore who are subject to
  inspection by the Public Company Accounting Overnight Board (the "PCAOB"), there is no guarantee that future audit reports
  will be prepared by auditors that are completely inspected by the PCAOB and, as such, future investors may be deprived of the benefit
  of such complete inspections, which could result in limitations or restrictions on our ability to access the U.S. capital markets. Furthermore,
  trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act (the "HFCA Act") or the Accelerating
  Holding Foreign Companies Accountable Act if the SEC subsequently determines our audit work is performed by auditors that the PCAOB is
  unable to inspect or investigate completely, and as a result, U.S. national securities exchanges, such as Nasdaq or the over-the-counter
  market, may determine to delist our securities.
  U.S. public companies that have or had a substantial
  portion of their operations in China have been the subject of heightened scrutiny, criticism and negative publicity by investors, financial
  commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity has centered on financial
  and accounting irregularities and mistakes, a lack of effective internal controls over financial accounting, inadequate corporate government
  policies or a lack of adherence thereto and, in many cases, allegations of fraud.
  57
  As part of increased regulatory focus in the United
  States on access to audit information, the United States enacted the Holding Foreign Companies Accountable Act, or the HFCA Act, in December
  2020. The HFCA Act includes requirements for the SEC to identify issuers whose audit reports are prepared by auditors that the PCAOB is
  unable to inspect or investigate completely because of a restriction imposed by a non-U.S. authority in the auditor's local jurisdiction.
  The HFCA Act also requires public companies on this SEC list to certify that they are not owned or controlled by a foreign government
  and make certain additional disclosures in their SEC filings. In addition, under the HFCA Act, if the auditor of a U.S. listed company's
  financial statements is not subject to PCAOB inspections for three consecutive "non-inspection" years, the SEC is required
  to prohibit the securities of such issuer from being traded on a U.S. national securities exchange, such as the NYSE and Nasdaq, or in
  the U.S. over-the-counter markets. On December 29, 2022, the Consolidated Appropriations Act, 2023 was signed into law, which, among
  other things, amended the HFCA Act to reduce from three years to two years the number of consecutive years an issuer can be identified
  as an identified issuer before the SEC can prohibit an issuer's securities from trading on any U.S. national securities exchange
  and on the over-the- counter market. Accordingly, our securities may be prohibited from trading on Nasdaq or other U.S. stock exchange
  if our auditor is not inspected by the PCAOB for two consecutive years, and this ultimately could result in our Ordinary Shares being
  delisted.
  On June 22, 2021, the U.S. Senate passed the Accelerating
  Holding Foreign Companies Accountable Act, which if enacted into law, would amend the HFCA Act and require the SEC to prohibit an issuer's
  securities from trading on U.S. stock exchanges if its auditors are not subject to PCAOB inspections for two consecutive "non-inspection"
  years instead of three. On September 22, 2021, the PCAOB adopted a final rule implementing the HFCA Act, which provides a framework for
  the PCAOB to use when determining, as contemplated under the HFCA Act, whether the Board is unable to inspect or investigate completely
  registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.
  On December 16, 2021, the PCAOB issued PCAOB Rule 6100 Board Determinations Under the Holding Foreign Companies Accountable Act. The PCAOB
  notified the SEC that it was unable to inspect or investigate completely registered public accounting firms headquartered in mainland
  China and in Hong Kong because of the positions taken by authorities in mainland China and Hong Kong. The PCAOB issued a Determination
  Report on December 15, 2022, determining that the PCAOB secured complete access to inspect and investigate registered public accounting
  firms headquartered in mainland China and Hong Kong, and vacating the 2021 Determinations to the contrary. However, the PCAOB further
  noted that it will act immediately to consider the need to issue a new determination if the PRC authorities obstruct or otherwise fail
  to facilitate the PCAOB's access. While the audit report of Audit Alliance LLP included in this report was prepared by auditors
  based in Singapore who are subject to inspection and investigation by the PCAOB, there can be no assurance that our auditor or we will
  be able to comply with these and other requirements imposed by U.S. regulators in the future. The market prices of our Ordinary Shares
  and/or other securities could be adversely affected as a result of possible negative impacts of the HFCA Act and other similar rules and
  regulations.
  Our Hong Kong subsidiaries could become
  subject to certain PRC laws if such laws are applied to Hong Kong.
  The national laws of the PRC, including, but not
  limited to the Cybersecurity Review Measures that became effective on February 15, 2022, do not currently apply to our Hong Kong subsidiaries,
  except for those listed in the Basic Law of Hong Kong. However, due to changes in laws, regulations or policies, including how those laws,
  regulations or policies would be interpreted or implemented, and the national laws applicable in Hong Kong, the Basic Law might be revised
  in the future and our Hong Kong subsidiaries may be subject to certain PRC laws.
  58
  Pursuant to Article 18 of the Basic Law of the
  Hong Kong Special Administrative Region of the PRC (the "Basic Law"), the laws in force in the Hong Kong Special Administrative
  Region shall be the Basic Law, the laws previously in force in Hong Kong as provided for in Article 8 of this Law, and the laws enacted
  by the legislature of the Region. National laws shall not be applied in the Hong Kong Special Administrative Region except for those listed
  in Annex III to the Basic Law. The laws listed therein shall be applied locally by way of promulgation or legislation by the Region. Also,
  regarding the Annex III and several Instruments of the Basic Law, National Laws, which have applied in Hong Kong until now are as following:
  "Resolution on the Capital, Calendar, National
  Anthem and National Flag of the PRC; Resolution on the National Day of the PRC; Declaration of the Government of the PRC on the Territorial
  Sea; Nationality Law of the PRC; Regulations of the PRC Concerning Diplomatic Privileges and Immunities; Law of the PRC on the National
  Flag; Regulations of the PRC Concerning Consular Privileges and Immunities; Law of the PRC on the National Emblem; Law of the PRC on the
  Territorial Sea and the Contiguous Zone; Law of the PRC on Garrisoning the Hong Kong Special Administrative Region; Law of the PRC on
  the Exclusive Economic Zone and the Continental Shelf; Law of the PRC on Judicial Immunity from Compulsory Measures Concerning the Property
  of Foreign Central Banks; and Law of the PRC on the National Anthem; Law of the PRC on Safeguarding National Security in the Hong Kong
  Special Administrative Region."
  As of the date of this report, the Hong Kong subsidiaries
  have not established any subsidiary or branch in mainland PRC and are not conducting any business operations in mainland PRC.
  However, due to changes in laws, regulations or
  policies, including how these laws, regulations or policies would be interpreted or implemented, the national laws applicable in Hong
  Kong in the Basic Law might be revised in the future.
  Therefore, we cannot assure you that we will not
  be affected by the foregoing or relevant laws, regulations or policies in the future, if there are any changes to the foregoing laws,
  regulations and policies, or if any new laws, regulations, and policies are published. We could not guarantee that the relevant laws,
  regulations, or policies would not be applied retroactively, so we might face penalties, and our reputation and results of operations
  could be materially and adversely affected.
  Enhanced scrutiny over acquisition transactions
  by the PRC tax authorities may have a negative impact on the indirect transfer of equity in the past and potential acquisitions we may
  pursue in the future.
  The PRC tax authorities have enhanced their scrutiny
  over the direct or indirect transfer of certain taxable assets, including, in particular, equity interests in a PRC resident enterprise,
  by a non-resident enterprise by promulgating and implementing SAT Circular 59 and Circular 698, which became effective in January 2008,
  and a Circular 7 to replace some of the existing rules in Circular 698, which became effective in February 2015.
  Under Circular 7, where a non-resident enterprise
  conducts an "indirect transfer" by transferring the equity interests of a PRC "resident enterprise" indirectly
  by disposing of the equity interests of an overseas holding company, the non-resident enterprise, being the transferor, may be subject
  to PRC enterprise income tax if the indirect transfer is considered to be an abusive use of company structure without reasonable commercial
  purposes. As a result, gains derived from such indirect transfer may be subject to PRC tax at a rate of up to 10%.
  On October 17, 2017, the SAT issued the Announcement
  of the State Administration of Taxation on Issues Concerning the Withholding of Nonresident Enterprise Income Tax at Source partly revised,
  or SAT Circular 37, which came into effect on December 1, 2017. The SAT Circular 37 further clarifies the practice and procedure of the
  withholding of non-resident enterprise income tax. SAT Circular 698 was repealed from the date SAT Circular 37 was enacted. Also, the
  SAT Circular 37 has been partially revised by the Announcement of the State Administration of Taxation on the Revision to Certain Taxation
  Regulatory Documents, namely Circular 31, which has been effective on June 15, 2018.
  Where a non-resident enterprise transfers taxable
  assets in China indirectly by disposing of the equity interests of an overseas holding company, which is an Indirect Transfer, the non-resident
  enterprise as either transferor or transferee, or the PRC entity whose equity is transferred, may report such Indirect Transfer to the
  relevant tax authority. Using a "substance over form" principle, the PRC tax authority may disregard the existence of the
  overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring
  PRC tax. As a result, gains derived from such Indirect Transfer may be subject to PRC enterprise income tax, and the transferee or other
  person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer
  of equity interests in a PRC resident enterprise. Both the transferor and the transferee may be subject to penalties under PRC tax laws
  if the transferee fails to withhold the taxes and the transferor fails to pay the taxes. We face uncertainties as to the reporting and
  other implications of certain past and future transactions where PRC taxable assets are involved, such as offshore restructuring, sale
  of the shares in our offshore subsidiaries and investments. Our Company may be subject to filing obligations or taxed if our company is
  transferor in such transactions and may be subject to withholding obligations if our company is transferee in such transactions, under
  Circular 7 and/or SAT Circular 37. For transfer of shares in our Company by investors who are non-PRC resident enterprises, our former
  PRC subsidiaries may be requested to assist in the filing under SAT Circular 7 and/or Circular 37. As a result, we may be required to
  expend valuable resources to comply with SAT Circular 7 and/or Circular 37 or to request the relevant transferors from whom we purchase
  taxable assets to comply with these circulars, or to establish that our Company should not be taxed under these circulars, which may have
  a material adverse effect on our financial condition and results of operations.
  59
  Risks Related to Singapore Government Regulations
  Regulations on Payment Services in Singapore
  Staking activities will be performed by one of
  our subsidiaries, Bit Digital Singapore Pte. Ltd. ("BTSG") which is incorporated under the laws of the Republic of Singapore
  and currently does not possess any financial regulatory licenses.
  BTSG intends to use its own proprietary assets
  to trade and stake ETH, which is defined as a digital payment token ("DPT") (as defined under the Payment Services Act 2019
  of Singapore ("PS Act") with licensed or otherwise exempt third party service providers under applicable laws (including the
  PS Act or the Securities and Futures Act 2001 of Singapore ("SFA")). BTSG's current business practices in Singapore
  are subject to the following regulatory risks, as described herein.
  The Monetary Authority of Singapore ("MAS")
  regulates the provision of payment services in Singapore under the PS Act. Unless excluded or exempt, an entity must obtain the relevant
  license to carry on a business in providing regulated payment services under the PS Act, which include account issuance service, e-money
  issuance service, domestic money transfer service, cross-border money transfer service, merchant acquisition service, digital payment
  token service, and money-changing service.
  Under the PS Act, licensees may be subject to
  obligations relating to general approval requirements for changes of control, appointment and removal of CEOs and directors, general notification
  and record-keeping requirements, audit requirements, base capital requirements, anti-money laundering requirements (see below), the requirement
  to furnish security (for a major payment institution), the requirement to safeguard customer monies (for a major payment institution),
  and other applicable requirements. Licensees are expected to implement certain systems, processes and controls in line with MAS'
  Guidelines on Risk Management Practices applicable to financial institutions in Singapore. BTSG intends to trade and stake ETH on its
  own account, not to provide any payment service to customers and not to carry on a business of "dealing in" DPT as a service
  to any third-party. In particular, BTSG: (i) will use its own proprietary money for trading and/or staking (no customer money is used);
  (ii) will not trade or stake DPTs for or on behalf of customers; (iii) will not market or advertise that it provides any such service
  to customers; (iv) will not enter into trades with counterparties as a matter of course (e.g. at the customer's request) or stake
  DPT at a customer's request; (v) will only enter into trades or staking arrangements based on its own personal/proprietary needs;
  (vi) will not collect any fees from counterparties (instead, it is the counterparties that are service providers, providing services to
  BTSG); and (vii) will only trade or stake through or with licensed or licensed service providers. Accordingly, BTSG is unlikely to be
  regarded as carrying on a business in providing a "digital payment token service" under the PS Act's current regulatory
  regime.
  However, there remains a risk that MAS may take
  a more restrictive view, with the trading of ETH being construed as "dealing in DPT", requiring a license under the PS Act.
  In addition, laws and regulations related to payments and financial services are evolving in Singapore, and changes in such laws and regulations
  could affect our business practices in the manner that we have done, expect to do, or at all. MAS could enact new regulations, change
  regulations that were previously adopted, modify, through supervision or enforcement, past regulatory guidance, or interpret existing
  regulations in a manner different or stricter than have been previously interpreted, any of which could adversely affect or require us
  to change BTSG's business practices in Singapore.
  60
  Regulations on Anti-money Laundering and
  Countering the Financing of Terrorism ("AML/CFT")
  We and our partners who work with us are required
  to comply with certain anti-money laundering requirements in the jurisdictions where we and our partners operate. In Singapore, regulated
  financial institutions must comply with all applicable AML/CFT obligations, including the relevant AML/CFT Notices and Guidelines issued
  by MAS (e.g. the Notice PSN02 Prevention of Money Laundering and Countering the Financing of Terrorism – Digital Payment Token Service
  and the Guidelines to Notice PSN02 on Prevention of Money Laundering and Countering the Financing of Terrorism - Digital Payment Token
  Service). Among other things, the AML/CFT Notices require financial institutions to put in place robust controls to detect and deter the
  flow of illicit funds through Singapore's financial system, identify and know their customers (including beneficial owners), conduct
  regular account reviews, and to monitor and report any suspicious transaction.
  The primary AML/CFT legislation in Singapore that
  are of general application are the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act, Chapter 84A of
  Singapore (the "CDSA") and Terrorism (Suppression of Financing) Act, Chapter 325 of Singapore (the "TSOFA"). The
  CDSA provides for the confiscation of benefits derived from, and to combat, corruption, drug dealing and other serious crimes. Generally,
  the CDSA criminalizes the concealment or transfer of the benefits of criminal conduct as well as the knowing assistance of the concealment,
  transfer or retention of such benefits. The TSOFA criminalizes terrorism financing and prohibits any person in Singapore from dealing
  with or providing services to a terrorist entity, including those designated pursuant to the TSOFA. The CDSA and the TSOFA also require
  suspicious transaction reports to be lodged with the Suspicious Transaction Reporting Office. If any person fails to lodge the requisite
  reports under the CDSA and the TSOFA, it may be subject to criminal liability. In addition, financial institutions, non-financial institutions
  and individuals in Singapore are required to comply with financial sanction requirements in relation to individuals and entities designated
  by the United Nations.
  As BTSG does not currently hold any financial
  regulatory licenses in Singapore, it only complies with the CDSA and the TSOFA, the primary AML/CFT legislation in Singapore that are
  of general application (and does not comply with PSN02 and the related guidelines). It is possible that financial institutions in Singapore
  may not be willing to offer financial services to BTSG due to concerns on the origin of BTSG's funds, from an AML/CFT perspective.
  The Company expects to acquire digital assets
  on liquid, regulated exchanges with robust anti-money laundering ("AML") and know-your-client ("KYC") policies
  and procedures. However, there are no assurances that cryptocurrency trading platforms on which the Company transacts business will continue
  to operate effectively, maintain adequate liquidity or that their AML and KYC policies and procedures will be effective, which could negatively
  impact the Company and its ability to acquire or sell ETH and other digital assets.
  MAS could enact new regulations, change regulations
  that were previously adopted, modify, through supervision or enforcement, past regulatory guidance, or interpret existing regulations
  in a manner different or stricter than have been previously interpreted, any of which could adversely affect or require us to change BTSG's
  business practices in Singapore.
  61
  The nature of our business requires the
  application of complex financial accounting rules, and there is limited guidance from accounting standard setting bodies. If financial
  accounting standards undergo significant changes, our operating results could be adversely affected.
  The accounting rules and regulations that we must
  comply with are complex and subject to interpretation by the Financial Accounting Standards Board ("FASB"), the SEC, and various
  bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have
  a significant effect on our reported financial results, and may even affect the reporting of transactions completed before the announcement
  or effectiveness of a change. Recent actions and public comments from the FASB and the SEC have focused on the integrity of financial
  reporting and internal controls. In addition, many companies' accounting policies are being subject to heightened scrutiny by regulators
  and the public. Further, there have been limited precedents for the financial accounting of cryptoassets and related valuation and revenue
  recognition, and no official guidance has been provided by the FASB or the SEC. Uncertainties or changes in regulatory or financial accounting
  standards could result in the need to change our accounting methods and restate our financial statements and impair our ability to provide
  timely and accurate financial information, which could adversely affect our financial statements, result in a loss of investor confidence,
  and more generally impact our business, operating results, and financial condition.
  Risks Involving Intellectual Property
  We use certain open source technology in
  our business. We may face claims from open source licensors claiming ownership of, or demanding the release of, the technology and any
  other intellectual property that we developed using or derived from such open-source technology.
  We utilize a combination of
  open-source and licensed third-party technologies in the development and operation of our cloud services. While open-source technologies
  enable rapid development and cost efficiencies, they also pose potential risks, such as security vulnerabilities, lack of long-term support,
  and legal risks related to licensing terms. Similarly, reliance on licensed third-party technologies may expose us to risks associated
  with changes in licensing terms, costs, or discontinuation of the licensed products.
  We intend to continue to use open-source
  technology in the future. There is a risk that open-source technology licenses could be construed in a manner that imposes
  unanticipated conditions or restrictions on our ability to offer our products. Open source licensors may also decide to change the conditions
  on which they make their open-source technology available for our use. Additionally, we may face claims from open-source licensors
  claiming ownership of, or demanding the public release or free license of, the technology and any other intellectual property that it
  developed using or derived from such open source technology. The terms of many open source licenses have not been interpreted by
  United States courts. There is a risk that these licenses could be construed in a way that could impose unanticipated conditions
  or restrictions on our ability to commercialize our services. These claims could result in litigation and could require that we make our
  technology freely available, purchase a costly license or cease offering the implicated products or services unless and until we can re-engineer
  them to avoid infringement. This re-engineering process could require significant technology and product development resources, and we
  may not be able to complete the process successfully. Failure to adequately manage these risks could result in operational disruptions,
  legal liabilities, and adverse impacts on our business, results of operations, and financial condition.
  Impact of advancements in AI on demand for
  AI and data centers may reduce the need for HPCs and AI-specific data center infrastructure, which could have an adverse effect on our
  business, results of operations, and financial condition.
  The AI industry is rapidly
  evolving, with continuous improvements in algorithms, software efficiencies, and hardware capabilities. Emerging AI technologies, such
  as demonstrated by DeepSeek, may allow for complex AI operations to be executed with significantly less computing power than is currently
  required. This reduction in computational intensity could decrease the demand for specialized computing and HPC data center services.
  If AI developers are able to achieve the same or better performance outcomes with more energy-efficient, cost-effective, or less resource-intensive
  technologies, they may adjust their need for large-scale, high capacity data center solutions. This shift could have an adverse effect
  on our business, results of operations, and financial condition. We continuously monitor industry trends and invest in innovation to mitigate
  these risks. However, there is no assurance that we will be able to anticipate or respond effectively to such changes, which could have
  an adverse effect on our business, results of operations, and financial condition.
  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 cloud services and colocation data center operations. 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, we intend 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 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 operations. Our open source licenses may not afford us the protection we need to
  protect our intellectual property.
  62
  Our internal systems rely on software that
  is highly technical, and, if it contains undetected errors, our business could be adversely affected.
  Our
  internal systems rely on software that is highly technical and complex. In addition, our internal systems depend on the ability of such
  software to store, retrieve, process and manage immense amounts of data. The software on which we rely has contained, and may now or in
  the future contain, undetected errors or bugs. Some errors may only be discovered after the code has been released for external or internal
  use. Any errors, bugs or defects discovered in the software on which we rely could result in harm to our reputation, or liability for
  damages, any of which could adversely affect our business, results of operations and financial conditions.
  We do not have any patents protecting our
  intellectual property and 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. However, we do not have any patents protecting our intellectual property.
  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. Moreover, the intellectual property ownership and license rights, including copyright, surrounding AI technologies
  has not been fully addressed by courts or laws or regulations, and the use or adoption of AI technologies into our offerings may result
  in exposure to claims of copyright infringement or other intellectual property misappropriation. As a result, our business and results
  of operations may be materially and adversely affected.
  63
  Issues in the development and use of AI
  may result in reputational or competitive harm or liability.
  We
  continue to incorporate AI into our cloud services and infrastructure, and we are also providing computing power for our customers to
  use in solutions that they build. We are providing supporting/computing power to clients, including our strategic partners who develop
  AI systems. We expect this integration of AI into our services and our business in general to grow. AI presents risks and challenges that
  could affect its adoption, and therefore our business. AI algorithms or training methodologies may be flawed or result inaccurate results
  or hallucinations. Datasets may be overbroad, insufficient, or contain biased information that could result in algorithmic discrimination.
  Content generated by AI systems may be offensive, illegal, or otherwise harmful or infringing of the rights of third parties. Ineffective
  or inadequate AI development or deployment practices by others could result in incidents that impair the acceptance of AI solutions or
  cause harm to individuals, customers, or society, or result in our services not working as intended. Human review of certain outputs or
  decisions may be required. As a result of these and other challenges associated with innovative technologies, our implementation of cloud
  services could subject us to competitive harm, regulatory action, legal liability, including under new proposed legislation regulating
  AI in jurisdictions, new applications of existing data protection, privacy, intellectual property, and other laws, and brand or reputational
  harm. Some AI scenarios present ethical issues or may have broad impacts on society. If we provide supporting/cloud services that have
  unintended consequences, unintended usage or customization by our customers and partners, or are controversial because of their impact
  on human rights, privacy, employment, or other social, economic, or political issues, we may experience brand or reputational harm, adversely
  affecting our business and combined financial statements as well as potential legal liability.
  Risks Related to our Ordinary Shares
  The
  market price of our Ordinary Shares trade may fluctuate significantly due to a number of factors, some of which may be beyond our control.
  The increased volatility of our stock price may have a material adverse effect on our business, financial condition and results of operations.
  These factors include:
  ●
  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 AI infrastructure services;
  ●
  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;
  ●
  changes in the regulatory and legal environment in which we operate; and
  ●
  market conditions in the AI industry, and domestic and worldwide economy as a whole.
  In
  addition, the stock markets have recently and in the past 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 share has been volatile, holders of that share have sometimes instituted securities class action litigation against the issuer.
  64
  We have a dual class share structure that
  allows our directors to issue preference shares that could be dilutive to your interests as an ordinary shareholder.
  Our authorized share
  capital is US$3,500,000 divided into 340,000,000 Ordinary Shares of par value US$0.01 each and 10,000,000 preference shares of par value
  US$0.01 each ("preference shares"). We currently have 1,000,000 preference shares issued and outstanding, with such preference
  shares entitled to fifty (50) votes per share and a preferred dividend at the annual rate of 8% of the original purchase price per preference
  share (subject to adjustments), as disclosed below.
  Our directors have the
  discretion to issue preference shares without shareholder approval. The issuance of preference shares could be dilutive to the interests
  of holders of Ordinary Shares which could cause the market price of our Ordinary Shares could be adversely affected.
  The terms of our preference
  shares are the same as our Ordinary Shares, except with respect to the following matters:
  Dividends.
  The
  holders of our preference shares are entitled to receive, when, if and as paid or declared by the Directors, out of assets legally available
  therefor, prior and in preference to any declaration or payment of any dividend on our ordinary shares, dividends at the annual rate of
  eight percent (8%) of the original purchase price per preference share, as adjusted for any share combinations or subdivisions, bonus
  issues and similar recapitalization events ("Recapitalization Events"). The right to dividends on preference shares is not cumulative,
  and no right accrues to holders of preference shares by reason of the fact that dividends on said shares are not declared in any period,
  nor shall any undeclared or unpaid dividend bear or accrue interest.
  Liquidation / Insolvency
  Preference
  . On a liquidation of the Company, the holder of any preference shares shall have the right to receive in preference to
  the holders of the ordinary shares, the greater of (A) the original purchase price of that preference share (adjusted for any Recapitalization
  Events) plus any declared but unpaid dividends thereon, but with no right to share in the distribution of any surplus assets of the Company,
  or (B) that amount that such preference share would have received had it been converted into an ordinary share pursuant to the conversion
  provisions in our Articles (as summarized below) on the day immediately prior to the date on which the Company entered liquidation. On
  an insolvency, liquidation or winding up of the Company, the holder of our preference shares shall be repaid in priority to the holders
  of our ordinary shares.
  Conversion
  . Subject
  to the limitations summarized out below, the holder of any preference share may convert any preference shares held by them into ordinary
  shares of the Company on a one-for-one basis. The holder of any preference shares shall not be permitted to convert its preference shares
  into ordinary shares if such conversion would result in such holder being the registered owner of more than 4.99% of the issued ordinary
  shares of the Company.
  Enhanced voting rights
  .
  For all matters relating to the Company requiring the votes of shareholder by a poll or by proxy, each preference share shall carry the
  equivalent number of votes as 50 ordinary shares.
  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 17.6% of the voting power of our 283,530,871 outstanding Ordinary Shares as
  of June 30, 2025 or approximately 15% of all votes cast on an as-converted basis. In 2021, the Board authorized the exchange of 1,000,000
  Ordinary Shares beneficially held by Messrs. Huang and Deng for an equivalent number of preferred shares to enable them to carry out the
  Company's business plan without the threat of a hostile takeover. Nevertheless, as a result of their shareholdings, Mr. Huang and
  Mr. Deng may be able to control the vote over decisions regarding mergers, consolidations and the sale of all or substantially all of
  our assets, the election of directors, and other significant corporate actions. They may take action that is not in the best interests
  of our other shareholders. This concentration of voting power may discourage or delay our Company, which could deprive our shareholders
  of an opportunity to receive a premium for their shares as part of the sale of our Company and might reduce the market price of our Ordinary
  Shares. These actions may be taken even if they are opposed by our other shareholders.
  The dual class
  structure of our authorized share capital may concentrate voting control with holders of our preference shares, should we issue any, and
  the holders of such preference shares may not be aligned with the interests of our other shareholders.
  For all matters relating
  to the Company requiring the votes of shareholder by a poll or by proxy, each preference share shall carry the equivalent number of votes
  as 50 ordinary shares.
  Holders of preference
  shares may be able to take actions that are not in the best interests of us or our other shareholders. These corporate actions may be
  taken even if they are opposed by our other shareholders. This may also frustrate or prevent any attempts by our shareholders to replace
  or remove our current management by making it more difficult for shareholders to replace members of our board of directors, which is responsible
  for appointing the members of our management. In addition, this may make an acquisition of us, which may be beneficial to our shareholders,
  more difficult and may prevent attempts by our shareholders to replace or remove our current management and limit the market price of
  our Ordinary Shares. Further, such concentration of voting power may discourage, prevent, or delay the consummation of recent change of
  control transactions that shareholders may consider favorable, including transactions in which shareholders might otherwise receive a
  premium for their shares.
  65
  We defended and
  settled a securities class action litigation which resulted in significant costs for the Company.
  The market for our Ordinary
  Shares may have, when compared to seasoned issuers, significant price volatility, and we expect that our share price may continue to be
  more volatile than that of a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class
  action litigation against a company following periods of volatility in the market price of its securities. On January 20, 2021, a securities
  class action lawsuit was filed against the Company and its Chief Executive Officer and Chief Financial Officer titled
  Anthony
  Pauwels v. Bit Digital, Inc., Min Hu and Erke Huang
  (Case No. 1:21-cv-00515) (U.S.D.C. S.D.N.Y.). The class action was brought
  on behalf of persons that purchased or acquired our Ordinary Shares between December 21, 2020 and January 11, 2021, a period of volatility
  in our Ordinary Shares, as well as volatility in the price of bitcoin. On April 29, 2021, the Court consolidated several related cases
  under the caption
  In re Bit Digital, Inc. Securities Litigation
  . Joseph Franklin Monkam Nitcheu was appointed as lead plaintiff.
  On July 6, 2021, the lead plaintiff filed a consolidated class action complaint (the "Amended Complaint"). The Amended Complaint
  was still based primarily upon a January 11, 2021 short seller report and included, among other things, additional information concerning
  our previously discontinued peer to peer lending business. We filed a motion to dismiss the lawsuit and vigorously defended the action.
  While that motion was pending, the Company agreed with the lead plaintiff selected in the case to settle the class action by paying $2,100,000.
  The Company chose to do that to eliminate the burden, expense and uncertainties of further litigation. The Company continues to deny the
  allegations in the Amended Complaint and nothing in the settlement is evidence of any liability on the Company's behalf.
  On March 7, 2023, a final
  judgment in this matter was entered approving the settlement and certifying the class for purposes of enforcing the settlement and payment
  was then made by the Company.
  We have not paid
  Ordinary Share dividends in the past and do not anticipate paying cash dividends in the foreseeable future.
  We have never declared
  or paid any cash dividends with respect to our Ordinary Shares and do not intend to pay any cash dividends in the foreseeable future.
  The Preference Shares beneficially held by our Chairman of the Board and Chief Financial Officer provide for a preferential eight (8%)
  percent ($800,000) annual dividend when and if declared by the Board. On February 7, 2023, December 8, 2023, and December 20, 2024, the
  Board of Directors declared eight (8%) percent dividends on the preference shares to Geney Development Ltd., an entity beneficially owned
  by the Company's Chairman and Chief Financial Officer for the years ended December 31, 2022, 2023, and 2024. 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.
  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 under 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.
  There can be no assurance we will continue to meet the minimum bid price requirements or any other Nasdaq requirements in the future,
  in which case our Ordinary Shares could be delisted.
  In the event that our
  Ordinary Shares are delisted from Nasdaq and are not eligible for quotation or listing on another market or exchange, trading of our Ordinary
  Shares could be conducted only on the over-the-counter market or on an electronic bulletin board established for unlisted securities,
  such as the OTC. In such event, it could become more difficult to dispose of, or obtain accurate price quotations for, our Ordinary Shares,
  and there would likely also be a reduction in our coverage by securities analysts and the news media, which could cause the price of our
  Ordinary Shares to decline further. In addition, our ability to raise additional capital may be severely impacted if our shares are delisted
  from Nasdaq, which may negatively affect our business plans and the results of our operations.
  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.
  66
  You may face difficulties
  in protecting your interests as a shareholder, as Cayman Islands law provides different protections when compared to the laws of the United
  States and it may be difficult for a shareholder of ours to effect service of process or to enforce judgements obtained in the U.S. courts.
  Our corporate affairs
  are governed by our amended and restated memorandum and articles of association and by the Companies Act (Revised) of the Cayman Islands
  and common law of the Cayman Islands. The rights of shareholders to take legal action against our directors and us, actions by minority
  shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the
  common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent
  in the Cayman Islands, as well as from English common law. Appeals from the Cayman Islands Courts to 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. Decisions of courts in other Commonwealth jurisdictions are similarly of persuasive,
  but not binding authority. 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 different body of securities laws as compared to the United States and provide less protection to investors. In addition,
  Cayman Islands companies may not have standing to initiate a shareholder derivative action before the U.S. federal courts. The Cayman
  Islands courts are also unlikely (i) to recognize or enforce against us judgments of courts of the United States obtained against
  us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state
  in the United States; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us or our directors
  or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States,
  so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is currently no statutory
  enforcement or treaty between the United States and the Cayman Islands providing for enforcement of judgments obtained in the United States.
  The courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without
  retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation
  to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman
  Islands, such judgment must be final and conclusive, given by a court of competent jurisdiction (the courts of the Cayman Islands will
  apply the rules of Cayman Islands private international law to determine whether the foreign court is a court of competent jurisdiction),
  and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable
  on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public
  policy of the Cayman Islands. Furthermore, it is uncertain that Cayman Islands courts would enforce: (1) judgments of U.S. courts
  obtained in actions against us or other persons that are predicated upon the civil liability provisions of the U.S. federal securities
  laws; or (2) original actions brought against us or other persons predicated upon the Securities Act. There is also uncertainty with
  regard to Cayman Islands law relating to whether a judgment obtained from the U.S. courts under civil liability provisions of the securities
  laws will be determined by the courts of the Cayman Islands as penal or punitive in nature. A Cayman Islands Court may stay enforcement
  proceedings if concurrent proceedings are being brought elsewhere.
  As a result of all of
  the above, our shareholders may have more difficulty in protecting their interests through actions against us or our officers, directors
  or major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.
  You may experience
  difficulties in effecting service of legal process and enforcing judgments against us and our management, and the ability of U.S. authorities
  to bring actions abroad.
  Currently, a substantial
  portion of our operations and personnel are located outside the United States, in Canada and Iceland. All but one member of our Board
  of Directors are nationals or residents of jurisdictions other than the United States, and a substantial portion, if not all, of their
  assets are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the
  United States upon these persons, or to enforce against us or them judgments obtained in U.S. courts, including judgments predicated upon
  the civil liability provisions of the securities laws of the United States or any state in the United States. Foreign countries may have
  no arrangement for the reciprocal enforcement of judgments with the United States. As a result, recognition and enforcement in a foreign
  country of judgments of a court in the United States and any of the other jurisdictions in relation to any matter not subject to a binding
  arbitration provision may be difficult or impossible. Even if you sue successfully in a U.S. court or any other jurisdictions, you may
  not be able to collect on such judgment against us or our directors and officers. In addition, the SEC, the U.S. Department of Justice
  and other U.S. authorities may also have difficulties in bringing and enforcing actions against us or our directors or officers outside
  the United States.
  Potential of Our
  Being Classified as a Passive Foreign Investment Company
  Generally, if for any
  taxable year 75% or more of the Company's gross income is passive income, or at least 50% of the average quarterly value of the
  Company's assets are held for the production of, or produce, passive income, the Company would be characterized as a passive foreign
  investment company ("PFIC") for U.S. federal income tax purposes. While the Company's Management has obtained a third-party
  analysis for 2024 and does not believe that the Company should be classified as a PFIC for 2024, PFIC status is determined annually, and
  whether the Company will be a PFIC for any future taxable year is uncertain. Moreover, the Company is not committing to determine whether
  it is or is not a PFIC on an annual basis. If the Company is characterized as a PFIC, United States holders of Ordinary Shares may suffer
  adverse tax consequences, including the treatment of gains realized on the sale of Ordinary Shares as ordinary income, rather than as
  capital gain, the loss of the preferential income tax rate applicable to dividends received on Ordinary Shares by individuals who are
  United States holders, and the addition of interest charges to the tax on such gains and certain distributions. A United States shareholder
  of a PFIC generally may mitigate these adverse U.S. federal income tax consequences by making a Qualified Electing Fund ("QEF")
  election or, to a lesser extent, a mark-to-market election. The Company does not intend to provide the information necessary for a United
  States shareholder to make a QEF election if the Company is classified as a PFIC for any year.
  67
  Your percentage
  of ownership in the Company may be diluted in the future.
  In the future, your percentage
  ownership in the Company may be diluted because of equity awards that we will be granting to our directors, officers and employees or
  otherwise as a result of equity issuances for acquisitions or capital market transactions. Such awards will have a dilutive effect on
  our earnings per share which could adversely affect the market price of or Ordinary Shares. From time to time, we will issue additional
  stock-based awards to our employees under our employee benefits plans.
  In addition, our amended
  and restated memorandum and articles of association authorizes it to issue, without the approval of its shareholders, preference shares
  of par value US$0.01 in the capital of the Company, which have enhanced rights relative to Ordinary Shares, including with respect to
  dividends, liquidation preferences and voting. Accordingly, Preference Shares could affect the value of our Ordinary Shares. See "
  We
  have a dual class share structure that allows our directors to issue preference shares that could be dilutive to your interests as an
  ordinary shareholder
  ."
  We do not expect
  to pay or declare dividends on our Ordinary Shares.
  The timing, declaration,
  amount and payment of any Ordinary Share dividends is within the discretion of our board of directors, and depends upon many factors,
  including our financial condition, earnings, capital requirements of our operating subsidiaries, covenants associated with certain of
  our potential debt service obligations, legal requirements, regulatory constraints, industry practice, ability to access capital markets,
  and other factors deemed relevant. Therefore, holders of our Ordinary Shares may not receive any return on their investment in our Ordinary
  Shares unless and until the value of such Ordinary Shares increases and if they are able to sell such Ordinary Shares, and there is no
  assurance that any of the foregoing will occur. Moreover, if WhiteFiber determines to pay any dividend in the future, there can be no
  assurance that it will continue to pay such dividends or the amount of such dividends.
  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 10-K, our most recent Quarterly Reports on Form 10-Q and
  any subsequent Current Reports on Form 8-K and Proxy Statements we file after the date of this prospectus, and all other information contained
  or incorporated by reference into this prospectus, as updated by our subsequent filings under the Exchange Act and in our other filings
  with the SEC, that may cause our actual results, performance or achievements to differ materially from those expressed or implied by the
  forward-looking statements.
  Because forward-looking
  statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond
  our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected
  in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the
  forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to
  time, and it is not possible for management to predict all risk factors and uncertainties. Except as required by applicable law, we do
  not plan to publicly update or revise any forward-looking statements, whether as a result of any new information, future events, changed
  circumstances or otherwise.
  68
  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.
  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. Appeals from the Cayman Islands Courts to the Privy Council (which is the final
  court of appeal for British overseas territories, such as the Cayman Islands) are binding on courts 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. Decisions of courts in other Commonwealth jurisdictions are similarly of persuasive
  but not binding authority. 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 different body of securities laws as compared to the United States and provide less protection to investors. In addition,
  Cayman Islands companies may not have standing to initiate a shareholder derivative action before the U.S. federal courts. The Cayman
  Islands courts are also unlikely (i) to recognize or enforce against us judgments of courts of the United States obtained against
  us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state
  in the United States; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us or our directors
  or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States,
  so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is currently no statutory
  enforcement or treaty between the United States and the Cayman Islands providing for enforcement of judgments obtained in the United States.
  The courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without
  retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation
  to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman
  Islands, such judgment must be final and conclusive, given by a court of competent jurisdiction (the courts of the Cayman Islands will
  apply the rules of Cayman Islands private international law to determine whether the foreign court is a court of competent jurisdiction),
  and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable
  on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public
  policy of the Cayman Islands. Furthermore, it is uncertain that Cayman Islands courts would enforce: (1) judgments of U.S. courts
  obtained in actions against us or other persons that are predicated upon the civil liability provisions of the U.S. federal securities
  laws; or (2) original actions brought against us or other persons predicated upon the Securities Act. There is also uncertainty with
  regard to Cayman Islands law relating to whether a judgment obtained from the U.S. courts under civil liability provisions of the securities
  laws will be determined by the courts of the Cayman Islands as penal or punitive in nature. A Cayman Islands Court may stay enforcement
  proceedings if concurrent proceedings are being brought elsewhere.
  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.
  69
  You may experience
  difficulties in effecting service of legal process and enforcing judgments against us and our management, and the ability of U.S. authorities
  to bring actions abroad.
  Currently, a substantial
  portion of our operations and personnel are located outside the United States in Canada and Iceland. A majority of the members of our
  Board of Directors are nationals or residents of jurisdictions other than the United States, and a substantial portion, if not all, of
  their assets are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within
  the United States upon these persons, or to enforce against us or them judgments obtained in U.S. courts, including judgments predicated
  upon the civil liability provisions of the securities laws of the United States or any state in the United States. Foreign countries may
  have no arrangement for the reciprocal enforcement of judgments with the United States. As a result, recognition and enforcement in a
  foreign country of judgments of a court in the United States and any of the other jurisdictions in relation to any matter not subject
  to a binding arbitration provision may be difficult or impossible. Even if you sue successfully in a U.S. court or any other jurisdictions,
  you may not be able to collect on such judgment against us or our directors and officers. In addition, the SEC, the U.S. Department of
  Justice and other U.S. authorities may also have difficulties in bringing and enforcing actions against us or our directors or officers
  outside the United States.
  We have appointed Corporation
  Service Company located at 19 West 44th Street, Suite 201, New York, New York 10036, as our agent upon whom process may be served in any
  action brought against us under the securities laws of the United States.
  Ogier (Cayman) LLP, our
  counsel as to Cayman Islands law, and Tian Yuan Law Firm, our counsel as to PRC law, have advised us, respectively, that there is uncertainty
  as to whether the courts of the Cayman Islands and China, respectively, would recognize or enforce judgments of United States courts obtained
  against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or
  any state in the United States; or entertain original actions brought in each respective jurisdiction against us or our directors or officers
  predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, so far as
  the liabilities imposed by those provisions are penal in nature.
  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.
  70
  SELLING SECURITYHOLDERS
  The shares offered by
  this prospectus are being registered for reoffers and resales by the Selling Securityholders, who may acquire such shares pursuant to
  the exercise of options and Awards granted under the Plan. All of the Ordinary Shares registered for sale under this reoffer prospectus
  will be owned, prior to the offer and sale of such shares, by certain of our employees, non-employee directors, executive officers and
  consultants. The persons listed below (the "Selling Securityholders") are deemed to be the "affiliates" of the
  Company. We are registering the Ordinary Shares covered by this reoffer prospectus for the Selling Securityholders. As used in this reoffer
  prospectus, "Selling Securityholders" includes the pledges, donees, transferees or others who may later hold the Selling Securityholders'
  interests. The Selling Securityholders named below may resell all, a portion or none of such shares from time to time. In addition, certain
  non-affiliates of the Company, not named in the following table, who hold less than the lesser of 1,000 shares or 1% of the shares issuable
  under a plan may also use this prospectus to sell up to that amount of shares acquired by them pursuant to the exercise of options or
  other Awards granted to them under the Plan.
  The following table sets
  forth, with respect to each Selling Securityholder, based upon information available to us as of June [●], 2025, 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
  David Andre (2)
  135,135
  (3)
  *
  135,135
  Billy Krassakopoulos (4)
  1,108,672
  (10)(11)
  *
  1,108,672
  Simon Hamelin-Choquette (5)
  831,504
  (10)(11)
  *
  831,504
  Roberto D'Errico (6)
  692,326
  (10)(11)
  *
  692,326
  Daniel Jonsson (7)
  20,000
  (13)
  *
  20,000
  Bryan Ng (8)
  20,000
  (12)
  *
  20,000
  David Bayle (9)
  8,326
  (11)
  *
  8,326
  *
  Less
  than one (1%) percent of the 283,530,871 issued and outstanding Ordinary Shares as of June 30, 2025.
  (1)
  Based
  on 283,530,871 Ordinary Shares issued and outstanding as of June 30, 2025 together with securities exercisable or convertible with Ordinary
  Shares within sixty (60) days as of such date for each shareholder. Except to the extent otherwise indicated, to the best of the Company's
  knowledge, each of the indicated persons exercises sole voting and investment power with respect to all shares beneficially owned by
  him.
  (2)
  David
  Andre is a director of the Company's subsidiary WhiteFiber Inc.
  (3)
  Consists
  of 135,135 Ordinary Shares issuable upon exercise of Restricted Stock Units (RSUs) awarded under Mr. Andre's Director Agreement
  dated April 15, 2025.  These RSUs vest quarterly over a one-year period.
  (4)
  Billy
  Krassakopoulos is President of WhiteFiber and CEO of the Company's subsidiary, Enovum Data Centers Corp ("Enovum")
  (5)
  Simon Hamelin-Choquette is Head of Data Centers Strategy for
  Enovum.
  (6)
  Robert
  D'Errico is Chief Financial Officer of Enovum.
  (7)
  Daniel
  Jonsson is the Chief Executive Officer of the Company's subsidiary, WhiteFiber Iceland ehf.
  (8)
  Bryan
  Ng is Senior Accounting Manager in Singapore.
  (9)
  David
  Bayle is the CTO of Enovum Data Centers Corp. ("Enovum").
  (10)
  Includes
  1,094,399 Ordinary Shares issuable to Billy Krassakopoulos, 820,799 Ordinary Shares issuable to Simon Hamelin-Choquette and 684,000 Ordinary
  Shares issuable to Roberto D'Errico, upon exercise RSUs initially authorized on October 11, 2024 in connection with the Company's
  acquisition of Enovum and amended under an award dated as of June 17, 2025 which becomes effective upon the effective date of the registration
  statement of which this prospectus forms a part.
  (11)
  Includes
  14,273 Ordinary Shares issuable to Billy Krassakopoulos, 10,705 Ordinary Shares issuable to Simon Hamelin-Choquette, 8,326 Ordinary Shares
  issuable to Robert D'Errico and 8,326 Ordinary Shares issuable to David Bayle. These RSUs vest quarterly for four years with a one year cliff.
  (12)
  These
  RSUs vest quarterly over a four-year period.
  (13)
  These RSUs vest immediately.
  71
  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
  pri4ces 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;
  ●
  through a combination of any such methods; or
  ●
  through any other method permitted under applicable law.
  We will pay the expenses
  incident to the registration and offering of the Ordinary Shares offered hereby. We have agreed to indemnify the Selling Securityholders
  and certain other persons against certain liabilities in connection with the offering by the Selling Securityholders offered hereby, including
  liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect
  of such liabilities.
  Broker-dealers engaged
  by the Selling Securityholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or
  discounts from the Selling Securityholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in
  amounts to be negotiated. The Selling Securityholders do not expect these commissions and discounts to exceed what is customary in the
  types of transactions involved.
  The Selling Securityholders
  may from time to time pledge or grant a security interest in some or all of the shares owned by them and, if they default in the performance
  of their secured obligations, the pledgees or secured parties may offer and sell Ordinary Shares from time to time under this prospectus,
  or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provisions of the Securities Act amending the list of
  Selling Securityholders to include the pledgee, transferee or other successors in interest as Selling Securityholders under this prospectus.
  Upon our being notified
  by a Selling Securityholder that any material arrangement has been entered into with a broker or dealer for the sale of shares through
  a secondary distribution, or a purchase by a broker or dealer, we will file a prospectus supplement, if required, pursuant to Rule 424(b)
  under the Securities Act, disclosing (a) the name of each of such Selling Securityholder and the participating broker-dealers, (b) the
  number of shares involved, (c) the price at which such shares are being sold, (d) the commissions paid or the discounts or concessions
  allowed to such broker-dealers, (e) where applicable, that such broker-dealers did not conduct any investigation to verify the information
  set out or incorporated by reference in the prospectus, as supplemented, and (f) other facts material to the transaction.
  In addition to any such
  number of shares sold hereunder, a Selling Securityholder may, at the same time, sell any shares, including the shares offered by this
  prospectus, owned by such person in compliance with all of the requirements of Rule 144 under the Securities Act, regardless of whether
  such shares are covered by this prospectus.
  In addition, upon us
  being notified in writing by a Selling Securityholders that a donee or pledgee intends to sell more than 500 Ordinary Shares, a supplement
  to this prospectus will be filed if then required in accordance with applicable securities law.
  The Selling Securityholders
  also may transfer the Ordinary Shares in other circumstances, in which case the transferees, pledgees or other successors in interest
  will be the selling beneficial owners for purposes of this prospectus.
  The Selling Securityholders
  and any broker-dealers or agents that are involved in selling the shares may be deemed to be "underwriters" within the meaning
  of the Securities Act in connection with such sales. In such event any commissions received by such broker-dealers or agents and any profit
  on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Discounts,
  concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of securities will be paid by the selling
  shareholder and/or the purchasers. The Ordinary Shares are listed on the Nasdaq Capital Market under the symbol "BTBT."
  72
  Each Selling Securityholder
  may be deemed to be an "underwriter" within the meaning of Section 2(a)(11) of the Securities Act. Any underwriters, brokers,
  dealers or agents that participate in such distribution may be deemed to be "underwriters" within the meaning of the Securities
  Act, and any discounts, commissions or concessions received by any underwriters, brokers, dealers or agents might be deemed to be underwriting
  discounts and commissions under the Securities Act. Any Selling Securityholder who is an "underwriter" within the meaning
  of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and the provisions of the Exchange
  Act and the rules thereunder relating to stock manipulation.
  In order to comply with
  the securities laws of some states, Ordinary Shares sold in those jurisdictions may only be sold through registered or licensed brokers
  or dealers. In addition, in some states, Ordinary Shares may not be sold unless the Ordinary Shares have been registered or qualified
  for sale in that state or an exemption from registration or qualification is available and is complied with. The compensation paid to
  a particular broker-dealer may be less than or in excess of customary commissions. We cannot presently estimate the amount of compensation
  that any agent will receive. Each Selling Securityholder has represented and warranted to us that it acquired the securities subject to
  this registration statement in the ordinary course of such Selling Securityholder's business and, at the time of its purchase of
  such securities such Selling Securityholder had no agreements or understandings, directly or indirectly, with any person to distribute
  any such securities.
  We have advised each
  Selling Securityholder that it may not use shares registered on this registration statement to cover short sales of shares made prior
  to the date on which this registration statement shall have been declared effective by the SEC. If a Selling Securityholder uses this
  prospectus for any sale of the shares, it will be subject to the prospectus delivery requirements of the Securities Act. The Selling Securityholders
  will be responsible to comply with the applicable provisions of the Securities Act and Exchange Act, and the rules and regulations thereunder
  promulgated, including, without limitation, Regulation M, as applicable to such Selling Securityholders in connection with resales of
  their respective shares under this registration statement.
  We are required to pay
  all fees and expenses incident to the registration of the shares, other than commissions and discounts of underwriters, dealers or agents,
  but we will not receive any proceeds from the sale of the shares. We have agreed to indemnify the Selling Securityholders against certain
  losses, claims, damages and liabilities, including liabilities under the Securities Act.
  There is no assurance
  that any of the Selling Securityholders will sell any or all of the shares offered by this prospectus.
  DESCRIPTION OF SECURITIES
  TO BE REGISTERED
  We are a Cayman Islands
  exempted company and our affairs are governed by our memorandum and articles of association (the "Articles") and the Companies
  Act (Revised) of the Cayman Islands, which we refer to as the Companies Act below.
  Our authorized share
  capital is US$3,500,000 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 June 30, 2025, there were 283,530,871 ordinary shares and 1,000,000 preference shares issued and outstanding.
  O
  rdinary Shares
  Dividends.
  Subject
  to the provisions of the Companies Act and any rights attaching to any class or classes of shares (including our preference shares) under
  and in accordance with the Articles:
  (a)
  the directors may declare dividends or distributions out of our funds which are lawfully available for that purpose; and
  (b)
  our shareholders may, by ordinary resolution, declare dividends but no such dividend shall exceed the amount recommended by the directors.
  Subject to the requirements
  of the Companies Act regarding the application of a company's share premium account and with the sanction of an ordinary resolution,
  dividends may also be declared and paid out of any share premium account. The directors when paying dividends to shareholders may make
  such payment either in cash or in specie.
  Voting Rights.
  The
  holders of our ordinary shares are entitled to one vote per share, including for the election of directors. Voting at any meeting of shareholders
  is by show of hands unless a poll is demanded. On a show of hands, every shareholder present in person or by proxy shall have one vote.
  On a poll, every shareholder entitled to vote (in person or by proxy) shall have one vote for each share for which he is the holder. A
  poll may be demanded by the chairman or one or more shareholders present in person or by proxy holding not less than fifteen percent of
  the paid-up capital of the Company entitled to vote. A quorum required for a meeting of shareholders consists of shareholders who hold
  at least one-third of our outstanding shares entitled to vote at the meeting present in person or by proxy. A proxy form will accompany
  any notice of general meeting convened by the directors to facilitate the ability of shareholders to vote by proxy.
  Any ordinary resolution
  to be made by the shareholders requires the affirmative vote of a simple majority of the votes cast in a general meeting (including votes
  cast by holders of our preference shares), while a special resolution requires the affirmative vote of no less than two-thirds of the
  votes cast (including votes cast by holders of our preference shares). Under Cayman Islands law, some matters, such as amending the memorandum
  and articles, changing the name or resolving to be registered by way of continuation in a jurisdiction outside the Cayman Islands, require
  approval of shareholders by a special resolution.
  73
  There are no limitations
  on non-residents or foreign shareholders in the memorandum and articles to hold or exercise voting rights on the ordinary shares imposed
  by foreign law or by the charter or other constituent document of our company. However, no person will be entitled to vote at any general
  meeting or at any separate meeting of the holders of the ordinary shares unless the person is registered as of the record date for such
  meeting and unless all calls or other sums presently payable by the person in respect of ordinary shares in the Company have been paid.
  Winding Up; Liquidation.
  Upon
  the winding up of our company, after the full amount that holders of any issued shares ranking senior to the ordinary shares as to distribution
  on liquidation or winding up are entitled to receive has been paid or set aside for payment, the holders of our ordinary shares are entitled
  to receive any remaining assets of the Company available for distribution as determined by the liquidator. The assets received by the
  holders of our ordinary shares in a liquidation may, with the sanction of a special resolution and any other sanction required by the
  Companies Act, consist in whole or in part of property, which is not required to be of the same kind for all shareholders.
  Calls on ordinary
  shares and Forfeiture of ordinary shares.
  Our board of directors may from time to time make calls upon shareholders for any amounts
  unpaid on their ordinary shares in a notice served to such shareholders at least 14 days prior to the specified time and place of payment.
  Any ordinary shares that have been called upon and remain unpaid are subject to forfeiture.
  Redemption of ordinary
  shares.
  We may, subject to obtaining the necessary approvals under our memorandum and articles of association, issue shares that
  are, or at our option or at the option of the holders are, subject to redemption. Under the Companies Act, shares of a Cayman Islands
  exempted company may be redeemed or repurchased out of profits of the company, out of the proceeds of a fresh issue of shares made for
  that purpose or out of capital, provided the memorandum and articles of association authorize this ( and any necessary approvals thereunder
  are duly obtained) and the company has the ability to pay its debts as they fall due in the ordinary course of business.
  No Preemptive Rights.
  Holders
  of ordinary shares do not have preemptive or preferential right to purchase any securities of our company.
  Variation of Rights
  Attaching to Shares.
  If at any time the share capital is divided into different classes of shares, the rights attaching to any
  class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to the memorandum and articles of association,
  be varied or abrogated with the consent in writing of the holders of three fourths of the issued shares of that class or with the sanction
  of a resolution passed by not less than three-fourths of such holders of the Shares of that class as may be present in person or by proxy
  at a separate general meeting of the holders of the Shares of that class.
  Anti-Takeover Provisions.
  Some
  provisions of our current memorandum and articles of association may discourage, delay or prevent a change of control of our company or
  management that shareholders may consider favorable, including provisions that authorize our board of directors to issue preference shares
  with enhanced rights to vote without any further vote or action by our shareholders.
  Preference Shares
  Dividends.
  The
  holders of our preference shares are entitled to receive, when, if and as paid or declared by the Directors, out of assets legally available
  therefor, prior and in preference to any declaration or payment of any dividend on our ordinary shares, dividends at the annual rate of
  eight percent (8%) of the original purchase price per preference share, as adjusted for any share combinations or subdivisions, bonus
  issues and similar recapitalization events ("Recapitalization Events"). The right to dividends on preference shares are not
  cumulative, and no right accrues to holders of preference shares by reason of the fact that dividends on said shares are not declared
  in any period, nor shall any undeclared or unpaid dividend bear or accrue interest.
  Liquidation / Insolvency
  Preference
  . On a liquidation of the Company, the holder of any preference shares shall have the right to receive in preference to
  the holders of the ordinary shares, the greater of (A) the original purchase price of that preference share (adjusted for any Recapitalization
  Events) plus any declared but unpaid dividends thereon, but with no right to share in the distribution of any surplus assets of the Company,
  or (B) that amount that such preference share would have received had it been converted into an ordinary share pursuant to the conversion
  provisions in our Articles (as summarized below) on the day immediately prior to the date on which the Company entered liquidation. On
  an insolvency, liquidation or winding up of the Company, the holder of our preference shares shall be repaid in priority to the holders
  of our ordinary shares.
  Conversion
  . Subject
  to the limitations summarized out below, the holder of any preference share may convert any preference shares held by them into ordinary
  shares of the Company on a one-for-one basis. The holder of any preference shares shall not be permitted to convert its preference shares
  into ordinary shares if such conversion would result in such holder being the registered owner of more than 4.99% of the issued ordinary
  shares of the Company.
  Enhanced voting rights
  .
  h.	For all matters relating to the Company requiring the votes of shareholder by a poll or by proxy, each preference share shall carry
  the equivalent number of votes as 50 ordinary shares.
  74
  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 Securities Act is claimed for the issuance of Restricted Share units or shares awarded to officers and
  directors 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 been disclosed in a previously filed report.
  75
  EXEMPTION
  FROM REGISTRATION CLAIMED
  Exemption from registration pursuant to
  Section 4(a)(2) of Securities Act is claimed for the issuance of Restricted Share units or shares awarded to officers and directors
  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 been disclosed in a previously filed report.
  LEGAL
  MATTERS
  The validity of the Ordinary Shares offered in
  this Prospectus and certain other legal matters as to Cayman Islands law will be passed upon for us by Ogier (Cayman) LLP, our counsel
  as to Cayman Islands law.
  EXPERTS
  Our consolidates financial statements for the
  fiscal years ended December 31, 2024 and 2023 have been incorporated by reference in this Prospectus and in this Registration Statement
  in reliance upon the report of Audit Alliance LLP, an independent registered public accounting firm, on its audit of our financial statement
  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 JURISDSICTION 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 DELIVRY OF THISA
  PROSPECTUS OR ANY SALE OF THESE SHARES.
  76
  PART II
  INFORMATION REQUIRED IN THE
  REGISTRATION STATEMENT
  Item 3. Incorporation of Documents by Reference
  The following documents filed with the Securities
  and Exchange Commission (the "SEC") by Bit Digital, Inc., a Cayman Islands corporation (the "Registrant"), pursuant
  to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by reference in this registration
  statement:
  1.
  Annual Report on
  Form 10-K
  for the year ended December 31, 2024, filed with the Commission on March 14, 2025;
  2.
  Quarterly Report on
  Form 10-Q
  for the period ended March 31, 2025 (filed on May 15, 2025);
  3.
  Schedule 14A Proxy Statement filed on April 10, 2025 (excluding any portions thereof that would not be included in the Part III information of an Annual Report on Form 10-K);
  4.
  Current reports on Form 8-K filed on
  January
      3, 2025
  ,
  January 6, 2025
  ,
  February 11, 2025
  ,
  February
      12, 2025
  ,
  April 15, 2025
  ,
  April 16, 2025
  ,
  May
      23, 2025
  ,
  May 23, 2025
  ,
      and
  June 25, 2025
  ;
  5.
  The description of our Ordinary Shares contained in Bit Digital's Registration Statement on
  Form F-3
  Amendment No. 2 filed with the SEC on February 28, 2022 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), 14 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., 31 Hudson Yards, 11th Floor, New York, New York 10001, Attention:
  Corporate Secretary. Oral requests may be directed to the Secretary at
  (212) 463-5121
  .
  Item 4. Description of Securities.
  Not applicable.
  Item 5. Interests of Named Experts and Counsel.
  Not applicable.
  Item 6. Indemnification of Directors and Officers.
  (A) The registrant's authority to indemnify
  its officers and directors is governed by the provisions of the registrant's Amended and Restated Memorandum and Articles of Association.
  II-
  1
  (B) The Amended and Restated Memorandum and Articles
  of Association of the registrant provides as follows:
  Every Director and officer for the time being
  of the Company or any trustee for the time being acting in relation to the affairs of the Company and their respective heirs, executors,
  administrators, personal representatives or successors or assigns shall, in the absence of willful neglect or default, be indemnified
  by the Company against, and it shall be the duty of the Directors out of the funds and other assets of the Company to pay, all costs,
  losses, damages and expenses, including travelling expenses, which any such Director, officer or trustee may incur or become liable in
  respect of by reason of any contract entered into, or act or thing done by him as such Director, officer or trustee or in any way in or
  about the execution of his duties and the amount for which such indemnity is provided shall immediately attach as a lien on the property
  of the Company and have priority as between the Members over all other claims. No such Director, officer or trustee shall be liable or
  answerable for the acts, receipts, neglects or defaults of any other Director, officer or trustee or for joining in any receipt or other
  act for conformity or for any loss or expense happening to the Company through the insufficiency or deficiency of any security in or upon
  which any of the monies of the Company which shall be invested or for any loss of the monies of the Company which shall be invested on
  for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any monies, securities or effects
  shall be deposited, or for any other loss, damage or misfortune whatsoever which shall happen in or about the execution of the duties
  of his respective office or trust or in relation thereto unless the same happens through his own willful neglect or default.
  (C) The Board of Directors of the registrant authorized
  the registrant to enter into indemnity agreements with officers and directors of the registrant when and as determined by the Board of
  Directors. Pursuant to the foregoing authority, the registrant has entered into indemnity agreements with each of its directors and certain
  of its officers.
  The indemnity agreements obligate the registrant
  to provide the maximum protection allowed under the Cayman Law. The indemnity agreements supplement and increase the protection afforded
  to officers and directors under the Certificate of Incorporation in the following respects:
  (a) The Indemnification Agreements
  entered into with Bryan Bullett and Sam Tabar (the "Indemnitees") dated as of March 31, 2021 in connection with their Employment
  Agreements, as amended, provide for a supplement to and in furtherance of the Amended and Restated Memorandum and Articles of Association.
  The Indemnitees did not regard the protection available under the organizational documents of the Company and any insurance policies maintained
  by the Company to be adequate.
  (b) The Indemnitees shall
  be entitled to indemnification if the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as defined)
  other than a Proceeding by or in the right of the Company. The Indemnitees shall be indemnified against all expenses, judgments, penalties,
  fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or
  any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitees reasonably believed to be in
  or not opposed to the best interests of the Company, and with respect to any criminal proceeding, had no reasonable cause to believe the
  Indemnitee's conduct was unlawful.
  (c) The Indemnitees shall
  be entitled to indemnification if the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought
  by or in the right of the Company, provided the Indemnitees acted in good faith and in a manner the Indemnitee reasonably believed to
  be in or not opposed to the best interests of the Company;
  provided
  ,
  however
  , that if applicable law so provides, no indemnification
  against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitees shall have been
  adjudged to be liable to the Company unless and to the extent that a court of competent jurisdiction shall determine that such indemnification
  may be made.
  (d) To the extent that an
  Indemnitee is a party to and is successful, on the merits or otherwise, in any proceeding, he shall be indemnified to the maximum extent
  permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by him, or on his behalf,
  in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to
  one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses
  actually and reasonably incurred by him, or on his behalf, in connection with each successfully resolved claim, issue or matter.
  II-
  2
  (e) Whether or not indemnification
  is available, in respect of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding),
  the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such Proceeding without requiring Indemnitee
  to contribute to such payment and the Company waived and relinquished any right of contribution it may have against Indemnitee.
  (f) All agreements and obligations
  of the Company contained in the Agreement shall continue until the date that is ten (10) years after the date upon which Indemnitee's
  corporate status terminates and shall continue thereafter so long as Indemnitee shall be subject to any Proceeding.
  (g) The Indemnitee provided
  certain consulting services to the Company prior to his employment by the Company pursuant to an agreement dated February 1, 2021 between
  the Company and Wellington Park Inc. ("Wellington"), a company owned by Indemnitee. To further induce Indemnitee to accept
  employment with the Company, the Company agrees that the terms of the Indemnification Agreement shall apply to Wellington as if Wellington
  were also the "Indemnitee" under such Agreement.
  Insofar as indemnification for liabilities arising
  under the Securities Act may be permitted to officers and directors pursuant to the provisions described above or otherwise, we have been
  advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore,
  unenforceable.
  Item 7. Exemption from Registration Claimed.
  Not applicable.
  Item 8. Exhibits
  Exhibit No.
  Description
  4.1
  2025 Omnibus Equity Incentive Plan with Form of Restricted Share Award
  (1)
  4.2
  Form of Incentive Share Option Agreement
  4.3
  Form of Non-Statutory Share Option Agreement
  4.4
  Form of Restricted Share Unit
  5.1
  Opinion of Ogier (Cayman) LLP
  23.1
  Consent of Ogier (Cayman) LLP (contained in the opinion at Exhibit 5.1)
  23.2
  Consent of Audit Alliance LLP
  24.1
  Power of attorney of officers and directors of the Registrant (included in page II-6)
  107
  Filing Fee Table
  (1)
  Incorporated by reference to the Registrant's Schedule 14A Proxy Statement filed with the SEC on April 10, 2025.
  II-
  3
  Item 9. Undertakings
  (a) The undersigned registrant
  hereby undertakes:
  (1) To file, during any period in which
  offers or sales are being made, a post-effective amendment to this registration statement:
  (i)
  To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
  (ii)
  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;
  (iii)
  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
  provided, however,
  that paragraphs
  (a)1(i) and (a)(1)(ii) of above do not apply if the registration statement is on Form S-8, and the information required to be included
  in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant
  pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration
  statement.
  (2) That, for the purpose of determining
  liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating
  to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
  thereof.
  (3) To remove from registration by means
  of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
  (4) That, for the purpose of determining
  any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
  bona
  fide
  offering thereof.
  (5) For determining liability of the undersigned
  registrant under the Securities Act to any purchaser in the initial distribution of the securities:
  II-
  4
  The undersigned registrant undertakes
  that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting
  method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following
  communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to
  such purchaser:
  (i)
  Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be file (pursuant to Rule 424 (§230.424 of this chapter);
  (ii)
  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
  (iii)
  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
  (iv)
  Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
  (b) The undersigned registrant
  hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's
  annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of
  an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated
  by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein,
  and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
  (c) Insofar as indemnification
  for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant
  pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a
  claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director,
  officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
  officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel
  the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
  by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
  II-
  5
  SIGNATURES
  Pursuant to the requirements of the Securities
  Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
  S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York,
  New York, on July 2, 2025.
  BIT DIGITAL, INC.
  /
  S
  /
  Sam Tabar
  By:
  Sam Tabar
  Title:
  Chief Executive Officer
  KNOW ALL MEN BY THESE PRESENTS
  , that each
  person whose signature below constitutes an appoints Sam Tabar and Erke Huang, and each of them, his true and lawful attorney-in-fact
  and agent, with full power of substitution and revocation, for him and in his name, place and stead, in any and all capacities (until
  revoked in writing), to sign any and all amendments (including post-effective amendments) to this registration statement and to file the
  same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto
  said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisites 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/ Sam Tabar
  Chief Executive Officer
  July 2, 2024
  Sam Tabar
  (Principal Executive Officer)
  /s/ Erke Huang
  Director and Chief Financial Officer
  July 2, 2024
  Erke Huang
  (Principal Financial & Accounting Officer)
  /s/ Zhaohui Deng
  Director
  July 2 2024
  Zhaohui Deng
  /s/ Ichi Shih
  Director
  July 2, 2024
  Ichi Shih
  /s/ Jishu (Bill) Xiong
  Director
  July 2, 2024
  Jiashu (Bill) Xiong
  /s/ Brock Pierce
  Director
  July 2, 2024
  Brock Pierce
  II-
  6
  SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE
  UNITED STATES
  Pursuant to the requirements of Section 6(a) of
  the Securities Act of 1933, as amended, the undersigned has signed this Registration on Form S-8, solely in the capacity of the duly authorized
  representative of Bit Digital, Inc. in the United States, on July 2, 2025.
  BIT DIGITAL, INC.
  By:
  /S/
  Sam Tabar
  Name:
  Sam Tabar, CEO
  Title:
  Authorized Signatory
  II-
  7
  BIT DIGITAL, INC.
  REGISTRATION STATEMENT ON FORM S-8,
  EXHIBIT INDEX
  Exhibit No.
  Description
  4.1
  2025 Omnibus Equity Incentive Plan with Form of Restricted Share Award
  (1)
  4.2
  Form of Incentive Share Option Agreement
  4.3
  Form of Non-Statutory Share Option Agreement
  4.4
  Form of Restricted Share Unit
  5.1
  Opinion of Ogier (Cayman) LLP
  23.1
  Consent of Ogier (Cayman) LLP (contained in the opinion at Exhibit 5.1)
  23.2
  Consent of Audit Alliance LLP
  24.1
  Power of attorney of officers and directors of the Registrant (included in page II-6)
  107
  Filing Fee Table
  II-
  8