Please wait

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D 0001710350 XXXXXXXX LIVE Ordinary Shares 08/08/2025 false 0002042022 G96115103 WhiteFiber, Inc. 31 Hudson Yards Floor 11, Suite 30 New York NY 10001 Sam Tabar 646-801-0779 31 Hudson Yards Floor 11, Suite 30 New York NY 10001 0001710350 N Bit Digital, Inc. AF N E9 27043750.00 0.00 27043750.00 0.00 27043750.00 N 74.3 HC 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). Ordinary Shares WhiteFiber, Inc. 31 Hudson Yards Floor 11, Suite 30 New York NY 10001 Bit Digital, Inc. 31 Hudson Yards, Floor 11, Suite 30, New York, NY, 10001 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. No criminal proceedings. No civil proceedings. Cayman Islands 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 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. 27,043,750 shares (74.3% of class) 27,043,750 shares None None N/A 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. None Bit Digital, Inc. /s/ Sam Tabar Sam Tabar/Chief Executive Officer 08/08/2025