United States securities and exchange commission logo





                            March 23, 2022

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

                                                        Re: Bit Digital, Inc
                                                            Amendment No. 2 to
                                                            Registration
Statement on Form F-3
                                                            Filed February 28,
2022
                                                            File No. 333-257934

       Dear Mr. Bullett:

             We have reviewed your amended registration statement and have the
following
       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.
Unless we note
       otherwise, our references to prior comments are to comments in our
September 29, 2021 letter.

       Amendment No. 2 to Registration Statement on Form F-3

       General

   1.                                                   Please provide us with
a legal analysis that details why you continue to qualify as a
                                                        foreign private issuer
after moving your operations to North America. Refer to Rule 405
                                                        of Regulation C under
the Securities Act of 1933.
       Cover Page

   2.                                                   Please revise your
cover page to disclose whether your auditor is subject to the
                                                        determinations
announced by the PCAOB on December 16, 2021 and whether and how
                                                        the Holding Foreign
Companies Accountable Act and related regulations will affect your
 Bryan Bullett
Bit Digital, Inc
March 23, 2022
Page 2
       company. In addition, please add a cross-reference to where the
determination announced
       by the PCAOB on December 16, 2021 and the Holdings Foreign Companies
Accountable
       Act are discussed in greater detail.
Summary of Information, page 4

3.     Please remove the second bullet point on page 6 that states "since the
Company has no
       PRC subsidiaries in mainland China and has terminated the process to
form one in
       mainland China, the Company is not subject to liquidity risks in
mainland China." In this
       regard we note that the Summary of Information section is intended to
contain a summary
       of material risks.
4.     We note your disclosure on page 5 that "[n]otwithstanding the
termination of [y]our
       bitcoin mining operations in China, [you] presently intend to continue
[y]our limited
       administrative activities described above in China and Hong Kong through
our Hong
       Kong subsidiaries, in order to take advantage of [y]our existing bitcoin
mining
       relationships and continue to access the spot market and Chinese
manufacturers of bitcoin
       mining equipment." Please disclose whether you may have difficulties in
transferring
       cash to or from your Hong Kong subsidiaries and whether you could have
difficulties
       transferring the bitcoin mining equipment from your Hong Kong
subsidiaries to your
       other subsidiaries. In addition, address this risk in your risk factors
section.
      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
March 23, 2022 Page 2
cc:       Elliot H. Lutzker, Esq.
FirstName LastName