United States securities and exchange commission logo





                            April 4, 2022

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

                                                        Re: Bit Digital, Inc
                                                            Amendment No. 3 to
                                                            Registration
Statement on Form F-3
                                                            Filed March 31,
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.

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

       Risk Factors, page 17

   1.                                                   To the extent that any
of your officers and directors are located in China or Hong Kong,
                                                        please add a risk
factor that addresses the difficulty of bringing actions against these
                                                        individuals and
enforcing judgments against them. In this regard, we note your disclosure
                                                        in the last paragraph
in your Enforceability of Civil Liabilities section on page 59.
 Bryan Bullett
FirstName
Bit Digital,LastNameBryan  Bullett
             Inc
Comapany
April       NameBit Digital, Inc
       4, 2022
April 24, 2022 Page 2
Page
FirstName LastName
      Please contact Tonya K. Aldave at (202) 551-3601 or Sonia Bednarowski at
(202) 551-
3666 with any questions.



                                                        Sincerely,

                                                        Division of Corporation
Finance
                                                        Office of Finance
cc:      Elliot H. Lutzker, Esq.