Bit Digital, Inc

WhiteFiber provides cloud services at the data center located at Falkagerdi 1, 1540 BlöndUos Campus, Iceland. WhiteFiber has one office in Reykjavik, Iceland, located at Skógarhlíð 12, 105 Reykjavík, Iceland. The original lease was for a term ending December 31, 2025, with a monthly rental of approximately $620. It was extended for an additional twelve months for a term ending February 28, 2027, with no change in rent.

Enovum maintains a 64,642 square foot data center (MTL-1) located at 3195 Chem de Bedford Road, Montreal, Quebec, H3S, IGS. The lease was first entered into on March 19, 2020, and last amended on March 25, 2022. The lease is for a term of 15 years and nine months ending on May 31, 2036, unless terminated earlier. The lease has two five-year renewal options, from June 1, 2036 to May 31, 2041 and from June 1, 2041 until May 31, 2046. The base rent started at $13,467, was at $32,321 until May 31, 2025, and increases to $42,394 by the end of the lease. Additional rent is Enovum’s proportionate share of operating costs and of real estate taxes, as well as an administrative fee equal to 15% of Enovum’s proportionate share of operating costs. The lease is secured by a letter of credit in the amount of CAD $600,000.

On December 27, 2024, Enovum acquired a 160,000 square foot facility (MTL-2) at 7300 Trans-Canada Highway, City of Point-Claire, Quebec, Canada H9R 1C7. The property was purchased for approximately CAD $33.5 million (approximately USD $23.3 million) and was purchased with cash on hand.

On April 10, 2025, Enovum entered into a lease for a new data center site (MTL-3) at 500 Bd Monseigneur — Dubois, Saint-Jerome, Quebec, QC J7Y 3L8 a suburb of Montreal. The facility spans approximately 202,000 square feet on 7.7 acres and has been developed to support current contracted capacity, with future expansion potential subject to utility approvals. The transaction was executed under a lease-to-own structure, which includes a fixed-price purchase option of CAD $24.2 million (approximately USD $17.3 million) which it exercised in December 2025. The facility has been retrofitted to Tier-3 standards and was completed and operational in November 2025.

On May 20, 2025, WhiteFiber purchased a former industrial/manufacturing building together with the underlying land outside of Greensboro, North Carolina, which we are retrofitting to create an HPC data center (NC-1). The property has approximately 1,000,000 leasable square feet and is located at 805 Island Drive, Madison, North Carolina. The property, as well as certain machinery and equipment located thereon, was purchased for a cash purchase price of $53.2 million.

In February 2026, WhiteFiber entered into two leases for space in data center sites in Atlanta, Georgia, USA. The facilities span approximately 4,297 square feet and are being developed to support cloud services. The facilities are expected to become operational in May 2026.

We have one office in Hong Kong located at Room 1913 on a leased premise at Fortune Commercial Building, 362 Sha Tsui Road, Tsuen Wan, Hong Kong. The lease is for a term ending on May 31, 2026, with a monthly rental of $300.

We have one office in Singapore located at CapitaSpring, 88 Market Street, Level 21, Singapore, 048948. This lease is for a term ending on October 31, 2026, with a monthly rental of SGD $7,140 (approximately USD $5,600).

On December 3, 2024, we entered into a lease agreement in Singapore located at 40 Flore Drive #06-66 Palm Isles Singapore, 506866 for general and administrative purposes. The initial lease term is two years with an option to renew for one year.

On April 1, 2025, we entered into a lease agreement in Hong Kong located at No.3 MacDonnel Road, Hong Kong for general and administrative purposes. The lease term is two years.

We believe that we will be able to obtain adequate facilities, principally through leasing, to accommodate our future expansion plans. We believe that our current property rights are sufficient for our current operations.

• We may be negatively impacted by future litigation, claims or investigations.
• Changes in tax law may negatively affect our business.
• Our operations are subject to environmental laws and regulations that may increase costs of operations, impact or limit business plans, or expose us to environmental liabilities.
• General risk factors that could impact our businesses.
• We maintain cash deposits in excess of federally insured limits. Adverse developments affecting financial institutions, including bank failures, could adversely affect our liquidity and financial performance.
• Failure to manage our liquidity and cash flows may materially and adversely affect our financial conditions and results of operations. As a result, we may need additional capital, and financing may not be available on terms acceptable to us, or at all.
• Our cash balances are held at a number of financial institutions that expose us to their credit risk
• Risks Related to Digital Asset Prices, Network Dynamics and Treasury Holdings
• Volatility in the prices of ETH may materially and adversely affect our business, financial condition and results of operations.
• The future development and growth of digital assets are subject to a variety of factors that are difficult to predict and evaluate. If digital assets do not grow as we expect, our business, operating results and financial condition could be adversely affected.
• Ethereum-specific market, technology and regulatory developments may adversely affect the value and liquidity of our ETH holdings and our Treasury Strategy.
• Our ETH treasury business model has multiple layers of corporate finance risks.
• Our ETH Treasury Strategy and any decision to hold digital assets may increase our exposure to market volatility and potential uninsured losses.
• Our strategic exposure to ETH may subject us to ETH-specific market, technology, and regulatory risks.
• Operational, Cybersecurity and Custody Risks
• Any ETH staking and related activities may expose us to slashing, lock-ups, liquidity, counterparty and operational risks.
• Smart contract, bridge, oracle and protocol vulnerabilities could result in loss of digital assets or business interruption.
• Market structure and liquidity for ETH could deteriorate, impacting our ability to transact or to accurately value our holdings.
• ETH price declines or prolonged underperformance versus other digital assets could adversely affect our financial position and capital access.
• Restaking and correlated risk exposures may amplify losses during stress events.
• Concentration and governance risks in the Ethereum ecosystem could create systemic vulnerabilities.
• Our treasury strategy and any decision to hold digital assets may increase our exposure to market volatility and potential uninsured losses.
• Our failure to securely store and manage our fiat currencies and digital assets could adversely affect our business, operating results and financial condition.
• Reliance on mining pools and other third-party service providers may expose us to counterparty failures, operational issues, and losses.
• The theft, loss or destruction of private keys required to access any digital assets held in custody for our own account or for our operational partners may be irreversible. If we are unable to access our private keys or if we experience a hack or other data loss relating to our ability to access any digital assets, it could cause regulatory scrutiny, reputational harm, and other losses.
• Risks Related to WhiteFiber’s Operations
• WhiteFiber’ s business depends upon the demand for data centers.
• WhiteFiber depends upon third-party suppliers for power, and is vulnerable to service failures and price increases by such suppliers and to volatility in the supply and price of power in the open market.
• WhiteFiber’s purchase orders with hardware manufacturers include extended delivery schedules.
• WhiteFiber depends on third parties to provide network connectivity to the customers in its data centers and any delays or disruptions in connectivity may materially adversely affect its operating results and cash flow.
• Any failure of WhiteFiber’s physical or information technology or operational technology infrastructure or services could lead to significant costs and disruptions.
• Any disruption of service experienced by certain of WhiteFiber’s third-party service providers, or its ineffective management of relationships with third-party service providers could harm its business, financial condition, operating results, cash flows and prospects.
• Any delays or unexpected costs in the development of any new properties acquired for development may delay and harm WhiteFiber’s growth prospects, future operating results and financial condition.
• WhiteFiber’s ongoing investment in retrofitting data centers involves infrastructure and technologies which is inherently risky, and could divert management attention and harm its business, financial condition, and operating results.
• Even if this additional space available for lease at any one of its data centers, its ability to lease this space to existing or new customers could be constrained by its ability to provide sufficient electrical power.
• If WhiteFiber fails to effectively manage its growth, its business, financial condition and results of operations could be harmed.
• Impact of advancements in AI on demand for AI and WhiteFiber data centers may reduce the need for HPCs and AI-specific data center infrastructure, which could have an adverse effect on WhiteFiber’s business, results of operations, and financial condition.
• WhiteFiber’s customers frequently make advance payments based on anticipated future usage.
• Dependence on joint ventures and other local partners could adversely affect WhiteFiber’s profits.
• WhiteFiber’s operations may be negatively affected if it is unable to obtain, develop and retain key personnel and skilled labor forces.
• WhiteFiber faces intense competition in its data centers operations and may not be able to compete with other companies. If WhiteFiber does not continue to innovate in the design and management of data centers in order to offer innovative solutions to store, process and manage digital information, including artificial intelligence (“AI”) and machine learning (“ML”) applications, to its customers and partners, it may not remain competitive, which could harm its business, financial condition, data centers and operating results.
• Supply chain disruptions may adversely affect WhiteFiber’s new project development.
• WhiteFiber’s business has and is expected to continue to have significant customer concentration.
• Cloud Service Development Related Risks
• WhiteFiber’s cloud service technology and infrastructure may not operate properly or as it expects them to, which could cause WhiteFiber to incur fines and monetary penalties, adversely affecting its business, results of operations, and financial condition.
• WhiteFiber faces intense competition in the cloud services industry and may not be able to compete with other companies. If WhiteFiber does not continue to innovate and provide cloud services to its customers and partners it may not remain competitive, which could harm our business, financial condition, cloud service and operating results.
• WhiteFiber’s sales cycles can be long and unpredictable, and its sales efforts require considerable time and expense.
• WhiteFiber’s ability to maintain customer satisfaction depends in part on the quality of its customer support and cloud operations services. Its failure to maintain high-quality customer support and cloud operations services could have an adverse effect on its business, operating results, financial condition, and future prospects.
• The broader adoption, use, and commercialization of AI technology, and the continued rapid pace of developments in the AI field, are inherently uncertain. Failure by WhiteFiber’s customers to use its cloud services to support AI use cases in their systems, or its ability to keep up with evolving AI technology requirements and regulatory frameworks, could have a material adverse effect on WhiteFiber’s business, operating results, financial condition, and future prospects.
• A curtailment or disruption in energy supply in Iceland, Canada or the U.S. due to regulations and policies implemented by their respective governments, which prioritize energy supply, may cause a substantial disruption or discontinuance of WhiteFiber’s data center operations based in Iceland, Canada or prospectively in the U.S., and therefore impair WhiteFiber’s financial condition or results of operations.
• Establishing data centers in remote areas may adversely affect WhiteFiber’s ability to retain staff and increase its compensation costs.
• WhiteFiber’s data centers could be adversely impacted by climate change.
• The broader adoption, use, and commercialization of AI technology, and the continued rapid pace of developments in the AI field, are inherently uncertain. Failure by our customers to use its cloud services to support AI use cases in their systems, or WhiteFiber’s ability to keep up with evolving AI technology requirements and regulatory frameworks, could have a material adverse effect on our business, operating results, financial condition, and future prospects.
• WhiteFiber operates in a capital-intensive industry and is subject to capital market and interest rate risks.
• If one of its customers were to obtain exclusive rights to open source technologies that WhiteFiber employs across our businesses, its ability to realize significant operating efficiencies could be jeopardized.
• WhiteFiber may be vulnerable to physical security breaches, which could disrupt its operations and have a material adverse effect on its business, financial condition and results of operations.
• WhiteFiber has an evolving business model which is subject to various uncertainties.
• WhiteFiber does not have any business interruption or disruption insurance coverage.
• WhiteFiber or Bit Digital may fail to perform under the Transition Services Agreement or WhiteFiber may fail to have necessary systems and services in place when the transition services agreement expires.
• Cybersecurity incidents and threats including cyberattacks, ransomware attacks and security breaches of cloud services and our information systems, or those impacting our third parties, could adversely impact our brand and reputation and our business, operating results, and financial condition.
• WhiteFiber may be vulnerable to physical security breaches, which could disrupt its operations and have a material adverse effect on our business, financial condition and results of operations.
• WhiteFiber’s inability to resolve favorably any disputes that arise between WhiteFiber and Bit Digital with respect to their past and ongoing relationships including potential conflicts of interests among management may adversely affect WhiteFiber’s operating results.
• WhiteFiber relies upon licenses of third-party intellectual property rights and may be unable to protect our software code.
• Risks Related to Geopolitical Uncertainty
• Changes in tariffs or import restrictions could have a material adverse effect on our business, financial condition and results of operations.
• Uncertainty in the global economy and instability within international relations, including changes in governmental policies relating to technology, and any potential downturn in the semiconductor and electronics industries, may negatively impact our business.
• Failure to maintain exchange listing standards may reduce liquidity, increase financing costs, and negatively affect valuation.
• Limited access to banking, payments and insurance services for digital asset-related businesses may create operational friction and liquidity risks.