Form SCHEDULE 13D/A Bit Digital, Inc Filed by: Huang Erke
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
Bit Digital, Inc (Name of Issuer) |
Ordinary Shares, $.01 par value (Title of Class of Securities) |
(CUSIP Number) |
Davidoff Hutcher & Citron LLP 605 Third Avenue, NY, NY, 10158 646-428-3210 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/18/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Geney Development Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
50,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Erke Huang | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
62,665,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Shares, $.01 par value |
| (b) | Name of Issuer:
Bit Digital, Inc |
| (c) | Address of Issuer's Principal Executive Offices:
31 Hudson Yards, Floor 11, New York,
NEW YORK
, 10001. |
| Item 2. | Identity and Background |
| (a) | Geney Development Ltd., British Virgin Islands
Erke Huang |
| (b) | 4th floor Waters Edge Building, Meridian Plaza, Road Town, Tortola British Virgin Islands VG1110
31 Hudson Yards, 11th Fl., New York, New York 10001 |
| (c) | Holding Company for Bit Digital shareholders; see (b) above for address.
Chief Financial Officer and a Director of Issuer; see Item 1 above. |
| (d) | No criminal proceedings. |
| (e) | No civil proceedings. |
| (f) | British Virgin Islands
People's Republic of China |
| Item 3. | Source and Amount of Funds or Other Consideration |
Preference shares were issued upon shareholder approval in exchange for 1,000,000 ordinary shares.
As President of Geney Development Limited ("Geney"), Mr. Huang has the power to vote and dispose of the 1,000,000 preference shares held by Geney issued upon exchange of the 1,000,000 ordinary shares, of which he is the beneficial owner of thirty (30%) percent of the Shares and Zhaohui Deng, the former Chairman of the Board and a current director of the Issuer, holds the remaining seventy (70%) percent of the Shares.
Mr. Huang has the power to vote and dispose of 200,000 preference shares held by Even Green Holdings Ltd., a trust controlled by Mr. Huang, which shares were issued in consideration of the growth of the Issuer and for Mr. Huang's performance. The Preference Shares were issued upon forfeiture of 200,000 ordinary shares held by Mr. Huang. Mr Huang holds an aggregate of 1,930,000 ordinary shares which he both purchased and were issued upon exercise of restricted share units ("RSUs") received as employment compensation, as well as 535,000 RSUs which have not been exercised. | |
| Item 4. | Purpose of Transaction |
To maintain voting control with management. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 10.1% based on 2,000,000 preference shares each having 50 votes and there being 360,633,503 ordinary shares outstanding as of August 21, 2026.
15.2% based on 1,000,000 preference shares each having 50 votes held by Geney; 200,000 Preference Shares each having 50 vote held by Mr. Huang; 1,930,000 Ordinary Shares and 535,000 RSUs, with there being 360,063,503 Ordinary Shares outstanding as of August 21, 2026. |
| (b) | Sole voting power over 50,000,000 ordinary shares; no shared power.
Shared voting power over 1,000,000 Preference Shares held by Geney and sole voting power over all other securities in Mr. Huang's name, described in (a) above. |
| (c) | None |
| (d) | None |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Amended and Restated Articles of Association and Memorandum of Association, filed with the SEC. | |
| Item 7. | Material to be Filed as Exhibits. |
None |
| 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.
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