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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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WhiteFiber, Inc. (Name of Issuer) |
Ordinary Shares (Title of Class of Securities) |
G96115103 (CUSIP Number) |
Sam Tabar 31 Hudson Yards, Floor 11, Suite 30 New York, NY, 10001 646-801-0779 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/08/2025 (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
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| CUSIP No. | G96115103 |
| 1 |
Name of reporting person
Bit Digital, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
27,043,750.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
74.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
Upon the completion of the initial public offering (the "IPO") of WhiteFiber, Inc., a Cayman Islands exempted company ("WhiteFiber"), Bit Digital, Inc., a Cayman Islands exempted company ("Bit Digital") and the parent company of WhiteFiber, acquired approximately 74.3% of WhiteFiber's issued and outstanding Ordinary Shares. Bit Digital holds approximately 74.3% of the total voting power of WhiteFiber's issued and outstanding Ordinary Shares immediately after the consummation of the IPO (assuming no exercise of the over-allotment option by the underwriters of the IPO).
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Shares |
| (b) | Name of Issuer:
WhiteFiber, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
31 Hudson Yards, Floor 11, Suite 30, New York,
NEW YORK
, 10001. |
| Item 2. | Identity and Background |
| (a) | Bit Digital, Inc. |
| (b) | 31 Hudson Yards, Floor 11, Suite 30, New York, NY, 10001 |
| (c) | Bit Digital, Inc. is a holding company that is primarily engaged in the digital asset mining business, high performance computing ("HPC") business and Ethereum staking activities through its wholly owned subsidiaries. |
| (d) | No criminal proceedings. |
| (e) | No civil proceedings. |
| (f) | Cayman Islands |
| Item 3. | Source and Amount of Funds or Other Consideration |
WhiteFiber entered into a Contribution Agreement (the "Contribution Agreement") with Bit Digital, pursuant to which Bit Digital contributed its HPC business through the transfer of 100% of the capital shares of its cloud services subsidiary, WhiteFiber AI, Inc. and its wholly-owned subsidiaries WhiteFiber HPC, Inc. and WhiteFiber Iceland, ehf, to WhiteFiber, prior to the consummation of the IPO. In connection with the Contribution Agreement, WhiteFiber issued 27,043,750 Ordinary Shares to Bit Digital, such that Bit Digital holds approximately 74.3% of WhiteFiber's issued and outstanding Ordinary Shares upon the consummation of the IPO. | |
| Item 4. | Purpose of Transaction |
The purpose of the reporting person's acquisition of the Ordinary Shares in the IPO described in Item 3 above was related to the Contribution Agreement. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 27,043,750 shares (74.3% of class) |
| (b) | 27,043,750 shares |
| (c) | None |
| (d) | None |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
WhiteFiber entered into a Contribution Agreement (the "Contribution Agreement") with Bit Digital, pursuant to which Bit Digital contributed its HPC business through the transfer of 100% of the capital shares of its cloud services subsidiary, WhiteFiber AI, Inc. and its wholly-owned subsidiaries WhiteFiber HPC, Inc. and WhiteFiber Iceland, ehf, to WhiteFiber, prior to the consummation of the IPO. In connection with the Contribution Agreement, WhiteFiber issued 27,043,750 Ordinary Shares to Bit Digital, such that Bit Digital holds approximately 74.3% of WhiteFiber's issued and outstanding Ordinary Shares upon the consummation of the IPO.
The Contribution Agreement was filed as Exhibit 2.1 to Amendment No. 3 to WhiteFiber's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 1, 2025. | |
| 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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