As submitted to the U.S. Securities and Exchange Commission on November 6, 2025. Registration No. 333-289903 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BITCOIN INFRASTRUCTURE ACQUISITION CORP LTD. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Cayman Islands 6770 N/A (Primary Standard Industrial Classification Code Number) (I.R.S ...

Core Insights - Bit Digital has purchased approximately 31,057 Ethereum (ETH) using proceeds from a $150 million convertible notes offering, enhancing its Ethereum treasury [1][2] - The company now holds around 150,244 ETH, positioning it among the largest institutional Ethereum treasuries in public markets [2] - The initial conversion price of the convertible notes is $4.16 per share, representing an 8.2% premium to the company's estimated mark-to-market net asset value (mNAV) of $3.84 per share [3] Financial Overview - The estimated mNAV of Bit Digital is approximately $3.84 per share, based on the value of its ETH holdings and its stake in WhiteFiber, Inc. [3] - The convertible notes offering attracted notable crypto-focused investors, including Kraken Financial, Jump Trading Credit, and Jane Street Capital [2] - As of September 29, 2025, Bit Digital's ETH holdings are valued at approximately $512.7 million, while its stake in WhiteFiber is valued at around $723.1 million, leading to a combined value of approximately $1.236 billion [7] Strategic Focus - The company aims to expand its Ethereum treasury in a cost-effective manner while benefiting from its majority stake in WhiteFiber, which is a leading AI infrastructure provider [2][5] - Bit Digital's strategy emphasizes growing NAV per share to create long-term value for shareholders [2] - The company operates one of the largest institutional Ethereum staking infrastructures globally, focusing on advanced validator operations and yield optimization [5]

As submitted to the U.S. Securities and Exchange Commission on September 30, 2025. Registration No. 333-289903 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BITCOIN INFRASTRUCTURE ACQUISITION CORP LTD. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Cayman Islands 6770 N/A (Primary Standard Industrial Classification Code Number) (I.R ...

As submitted to the U.S. Securities and Exchange Commission on August 27, 2025. Registration No. 333-_____ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial (I.R.S. Employer Identification Number) 1200 N. Federal Hwy, Suite 200 Boca Raton, FL 33432 Telephone: (212) 207-0090 (Address, including zip code, and telephone number, includ ...

Core Viewpoint - Bit Digital has strategically increased its Ethereum holdings, viewing Ethereum as foundational to the future of digital financial infrastructure and committing to scaling its ETH assets as part of a long-term strategy [2][3]. Group 1: Company Actions - Bit Digital purchased approximately 19,683 Ethereum using net proceeds from a $67.3 million registered direct offering, bringing its total ETH holdings to approximately 120,306 [1]. - The company operates Ethereum infrastructure and stakes the majority of its ETH holdings, earning yield while contributing to the network's security and performance [3][4]. Group 2: Industry Positioning - With around 120,000 ETH, Bit Digital is positioned among the largest institutional Ethereum treasuries in public markets, emphasizing Ethereum's role in real economic activities and as a core collateral layer for stablecoins and decentralized applications [2][3]. - The company aims to provide regulated exposure to Ethereum's underlying economics through traditional equity vehicles, combining operational involvement with compliance standards [3][4]. Group 3: Strategic Vision - Bit Digital views Ethereum's programmable nature, growing adoption, and staking yield model as critical components of the future of digital assets, positioning it as a global coordination layer for the emerging onchain economy [2][3]. - The company has been accumulating and staking ETH since 2022 and now operates one of the largest institutional Ethereum staking infrastructures globally, focusing on secure, scalable, and compliant access to onchain yield [4].