Statement of Ownership (sc 13g)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Bit Digital, Inc.

(Name of Issuer)

Ordinary Shares, US$0.01 par value per share

(Title of Class of Securities)

G1144A105

(CUSIP Number)

March 29, 2021

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☐

Rule 13d-1(c)

☒

Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13G

CUSIP No. G1144A105

1	Names of Reporting Persons Wise Gain Investment Industries Limited
2	Check the appropriate box if a member of a Group (see instructions) (a) ☐ (b) ☐
3	Sec Use Only
4	Citizenship or Place of Organization British Virgin Islands

Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power 6,276,700 of Ordinary Shares
	6	Shared Voting Power N/A
	7	Sole Dispositive Power 6,276,700 of Ordinary Shares
	8	Shared Dispositive Power N/A

9	Aggregate Amount Beneficially Owned by Each Reporting Person 6,276,700 of Ordinary Shares
10	Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) ☐
11	Percent of class represented by amount in row (9) 12.28% of Ordinary Shares
12	Type of Reporting Person (See Instructions) CO

Item 1.

(a)

Name of Issuer: Bit Digital, Inc.

(b)

Address of Issuer’s Principal Executive Offices: 33 Irving Place, New York, NY United States 10003

Item 2.

(a)

Name of Person Filing: Wise Gain Investment Industries Limited.

(b)

Address of Principal Business Office or, if None, Residence: Coastal Building, Wickham’s Cay II P.O. Box 2221, Road Town, Tortola B.V.I.

(c)

Citizenship: British Virgin Islands

(d)	Title and Class of Securities:

Ordinary Shares, par value $0.01 per share

(e)	CUSIP No.:

Ordinary Shares: G1144A105

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

☐

Broker or dealer registered under Section 15 of the Act;

(b)

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Bank as defined in Section 3(a)(6) of the Act;

(c)

☐

Insurance company as defined in Section 3(a)(19) of the Act;

(d)

☐

Investment company registered under Section 8 of the Investment Company Act of 1940;

(e)

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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

☐

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

☐

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

☐

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

☐

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

(j)

☐

A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

(k)

☐

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4. Ownership

The percentages of ownership set forth below are based on 51,097,206 Ordinary Shares outstanding as of June 4, 2021 together with securities exercisable or convertible with ordinary shares within sixty (60) days as of such date .

(a)	Amount Beneficially Owned:

6,276,700 Ordinary Shares

(b)	Percent of Class:

12.28% of Ordinary Shares

(c)	Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:
6,276,700 Ordinary Shares

(ii)

Shared power to vote or to direct the vote:

(iii)

Sole power to dispose or to direct the disposition of:
6,276,700 Ordinary Shares

(iv)

Shared power to dispose or to direct the disposition of:

Item 5. Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6. Ownership of more than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7. Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person.

Not Applicable.

Item 8. Identification and classification of members of the group.

Not Applicable.

Item 9. Notice of Dissolution of Group.

Not Applicable.

Item 10. Certifications.

By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.