United States securities and exchange commission logo





                             November 8, 2021

       Bryan Bullett
       Chief Executive Officer
       Bit Digital, Inc
       33 Irving Place
       New York, NY 10003

                                                        Re: Bit Digital, Inc
                                                            Registration
Statement on Form F-3
                                                            Filed October 14,
2021
                                                            File No. 333-260241

       Dear Mr. Bullett:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form F-3

       Cover Page

   1.                                                   Please remove the
disclosure on the cover page that recent statements and regulatory
                                                        actions by China's
government are not expected "to adversely impact the Company's
                                                        ability to conduct its
business, accept foreign investors, or continued listing on Nasdaq,
                                                        which would decrease
the value of your securities and/or significantly limit or completely
                                                        hinder [y]our ability
to continue to offer [y]our securities to investors." Your cover page
                                                        should highlight the
risks posed by having been a China-based issuer and by your
                                                        previous and current
operations in China. In this regard, we note your disclosure on pages
                                                        12 to 18.
 Bryan Bullett
FirstName
Bit Digital,LastNameBryan  Bullett
             Inc
Comapany 8,
November    NameBit
               2021 Digital, Inc
November
Page 2      8, 2021 Page 2
FirstName LastName
2.       Please expand your disclosure on the prospectus cover page to provide
a description of
         how cash is transferred through your organization. State whether any
transfers, dividends,
         or distributions have been made to date.
Prospectus Summary, page 1

3.       Please disclose the current state of your operations in China and Hong
Kong. In this
         regard, on page 1 you continue to state that you currently conduct
your business through
         your "operating entities in China." In addition, on page 2 you
disclose that your
         operations in China include "the deployment of [your] crypto assets by
Bit Digital
         Strategies Limited." If you continue to have operating subsidiaries in
China, please
         explain why they are not depicted in the diagram on page 1.
Additionally, if applicable,
         please provide a separately captioned section in the Prospectus
Summary explaining your
         current corporate structure, and clearly describe the operations of
your operating entities
         in China and include cross references to relevant risk factors. Also,
revise for consistency
         with your disclosure on page 2 where you state that you have no
subsidiaries in mainland
         China. Finally, please clarify your current business operations in
Hong Kong, and disclose
         whether your business operations in Hong Kong will continue given that
all of your
         mining operations are conducted in the United States and Canada.
4.       We note your disclosure on page 2 that no permissions have been
requested from the
         CSRC or the CAC. Please disclose the consequences if such permissions
should have
         been requested and obtained. In addition, revise your disclosure on
page 2 to address the
         fact that there is pending legislation that would reduce the number of
consecutive non-
         inspection years required for triggering prohibitions under the HFCA
Act from three years
         to two years.
Our Company, page 2

5.       Please describe the "security interest in the miners and other
equipment" that you granted
         to Compute North. In addition, we note that the term of your agreement
with Compute
         North is for the remainder of any Equipment Term. Please disclose the
remainder of your
         current Equipment Terms.
6.       Please disclose whether your custodians store all digital assets you
own, including
         stablecoins, or explain in sufficient detail how you store such
stablecoins. In
         addition, state whether you hold any insurance for your digital
assets, and, if so, provide a
         brief description of the insurance. In this regard, we note your
disclosure on page 7 that
         you are actively seeking insurance for your digital assets.
Currency Transactions, page 7

7.       We note your disclosure that you exchange bitcoins for USDT or USDC.
Please disclose
         the risks associated with such digital assets, including the risk of
volatility of the digital
         assets and the risk that such digital assets could be deemed
securities under the U.S.
         federal securities laws. Please describe your internal processes for
how you determine
 Bryan Bullett
Bit Digital, Inc
November 8, 2021
Page 3
      whether the digital assets you hold are securities within the meaning of
the U.S. federal
      securities laws and clarify that such processes are risk based
assessments and are not a
      legal standard or binding on regulators. Please also tell us whether you
have any plans to
      hold any other types of digital assets in the future, and, if so and if
known, identify such
      digital assets, and describe how you would make a determination of
whether to hold other
      types of digital assets.
8.    Please disclose why you hold digital assets other than Bitcoin.
Risk Factors, page 12

9.    Please expand your risk factor disclosure to discuss that the United
States Senate passed
      the Accelerating Holding Foreign Companies Accountable Act, which, if
enacted, would
      decrease the number of non-inspection years from three years to two, thus
reducing the
      time period before your securities may be prohibited from trading or
delisted.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

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

      Please contact Tonya K. Aldave at (202) 551-3601 or Sonia Bednarowski at
(202) 551-
3666 with any questions.



                                                            Sincerely,
FirstName LastNameBryan Bullett
                                                            Division of
Corporation Finance
Comapany NameBit Digital, Inc
                                                            Office of Finance
November 8, 2021 Page 3
cc:       Elliot H. Lutzker, Esq.
FirstName LastName