UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN
PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. ___)

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Filed by a Party other than the Registrant	☐

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☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement
☒	Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

Bit Digital, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Dear Shareholders,

The Board and management of Bit Digital are recommending that you vote FOR the proposal to increase the number of authorized shares, as outlined in our proxy statement dated August 5, 2025.

The purpose of this letter is to elaborate on the “Purpose of the Proposal; Principal Effects” in the proxy statement and to explain why the proposed increase in authorized shares is essential to our strategy and long-term shareholder value creation.

In June of this year, Bit Digital announced a strategic pivot away from our historical Bitcoin mining business, which we viewed has having become overly competitive with eroding profit margins. Instead, we have refocused our operational and financial resources on the accumulation and staking of Ethereum as our core treasury holding.

We believe this transition positions Bit Digital to become a leading public-market vehicle for Ethereum exposure. Scale is critical in executing this strategy. Larger, well-capitalized crypto treasury companies have shown they can lower their cost of capital, access more attractive financing, and ultimately trade at a premium to net asset value. We believe we can achieve similar results.

To do so, we need the flexibility to issue securities when conditions are favorable. The proposed increase in authorized shares is not a commitment to immediate or excessive issuance. It equips us with the capacity to act decisively in pursuit of accretive opportunities. We will remain disciplined in evaluating potential financings and will seek to minimize dilution while expanding our Ethereum holdings in ways that build long-term value.

Your approval of this proposal will give management the tools needed to carry out this plan and strengthen Bit Digital’s position as a premier Ethereum treasury and staking company.

Thank you for your support.

Sincerely,
 

Sam Tabar
Chief Executive Officer

Bit Digital, Inc.

About Bit Digital

Bit Digital is a publicly traded digital asset platform focused on Ethereum-native treasury and staking strategies. The Company began accumulating and staking ETH in 2022 and now operates one of the largest institutional Ethereum staking infrastructures globally. Bit Digital’s platform includes advanced validator operations, institutional-grade custody, active protocol governance, and yield optimization. Through strategic partnerships across the Ethereum ecosystem, Bit Digital aims to deliver exposure to secure, scalable, and compliant access to onchain yield.

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Important Shareholder Information

The Company will hold its General Meeting of Shareholders (the “General Meeting”) on September 10, 2025. On August 5, 2025, the Company filed with the U.S. Securities and Exchange Commission (the “SEC”) and mailed or distributed to its shareholders a definitive proxy statement in connection with the General Meeting and the solicitation of proxies (the “Proxy Statement”). The Proxy Statement contains important information about the Company, the General Meeting and related matters.

SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT SOLICITATION MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION.

The Proxy Statement and other relevant solicitation materials (when they become available), and any and all documents filed by the Company with the SEC, may be obtained by shareholders free of charge at the SEC’s web site at www.sec.gov. In addition, Bit Digital’s filings with the SEC, including the Proxy Statement and other relevant solicitation materials (when they become available), may be obtained, without charge, from Bit Digital by directing a request to the Company at its main office at 31 Hudson yards, Floor 11, New York, NY 10001. Such materials are also available at www.transhare.com/bitdigital.

Bit Digital and its directors and executive officers are deemed to be participants in the solicitation of proxies from Bit Digital’s shareholders in connection with the General Meeting. Information regarding Bit Digital’s directors and executive officers, including a description of their direct and indirect interests by security holdings, is contained in the Proxy Statement and in Bit Digital’s 2024 Annual Report on Form 10-K filed with the SEC on March 14, 2025 (the “Annual Report”).

Cautionary Statement

This letter may contain certain statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, but are not limited to, statements regarding Bit Digital’s upcoming General Meeting; Bit Digital’s corporate governance measures and other statements regarding the future operation, direction and success of the Company’s business. Certain factors which could cause actual results to differ materially from the forward-looking statements include, but are not limited to, those risks set forth in the Annual Report under “Risk Factors” and in other reports subsequently filed with the SEC. You should carefully consider these risks when you make an investment decision concerning our securities. Investors should not place undue reliance on these forward-looking statements. The Company can give no assurance that these forward-looking statements will be attained or that any deviation will not occur. Bit Digital undertakes no obligation to update any forward-looking statements, which speak only as of the date of this letter, except to the extent required by law.

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