Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
August 31 2021 - 8:33AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of August 2021
Commission
File Number: 001-38421
BIT
DIGITAL, INC.
(Translation
of registrant’s name into English)
33
Irving Place, New York, NY 10003
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F
Form
20-F ☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Item
4 – Mining Services Agreement
On
August 25, 2021, Bit Digital USA, Inc., a wholly-owned subsidiary of Bit Digital, Inc. (collectively, the “Company”), entered
into a Mining Services Agreement (the “MSA”) with BlockFusion USA, Inc. (the “Service Provider”). The MSA is
for a two (2) year Term with automatic renewals for one (1) year terms unless terminated by either party on
at least thirty (30) days prior written notice. During the Term, the Service Provider shall provide certain colocation, operation, management
and maintenance services (the “Services”). The Company intends to provide the Service Provider with the First (of four) Pod
Mining Equipment for installation on or about September 15, 2021. If the Service Provider fails to provide an Uptime of 98.5% or better,
the Performance Fees under the MSA shall be reduced.
The
Service Provider shall provide the Company with all necessary access to remotely monitor – in person or remotely – the generated
Bitcoin and all other metrics as reasonably requested by the Company. The Company shall pay the actual expenses incurred for the energy
used by the Company on a monthly basis plus management costs of $2.00 per miner. The Service Provider shall receive a mutually agreed
to Performance Fee in respect of services relating to an aggregate of thirty-five (35) megawatt hours of load-power. The Net Digital
Assets for a Payout Period means the Generated Digital Assets minus the amount of Digital Assets that have a value that is equal
to the Estimated Daily Costs for Mining such Digital Assets for such Payout Period.
The Company shall pay
the Service Provider in advance $3,750,000 (the “Infrastructure Investment”) to pay for actual bona fide expenses
incurred by the Service Provider. During the Term and for a twelve (12) month period after termination of the MSA (the “ROFR
Period”), the Company may propose to match the terms of a bona fide offer from a third party to finance or otherwise sell any
interest in the Service Provider, or any of its material assets or business interests (a “Covered Transaction”),
provided that Company shall be credited the amount of the Infrastructure Investment paid and not reimbursed (the
“Discount”). If the Parties do not enter into definitive agreements in respect of one or more Covered Transactions
pursuant to which the Company obtains the full economic benefit of the Discount, then, within twelve (12) months following the
termination of this Agreement, Service Provider shall refund the Infrastructure Investment. All capitalized terms herein shall have
the meanings set forth in the attached MSA.
Exhibit
Index
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
|
Bit
Digital, Inc.
|
|
(Registrant)
|
|
|
|
By:
|
/s/
Erke Huang
|
|
Name:
|
Erke Huang
|
|
Title:
|
Chief Financial
Officer
|
Date:
August 31, 2021
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