Current Report · Items 1.01, 3.02, 3.03, 5.02, 5.03, 8.01, 9.01 · 8-K

BTC Development Corp.

BDCINASDAQEQUITYCurrent

Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities · Material Modification to Rights of Security Holders · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Other Events

Filed Oct 3, 2025Accepted Oct 3, 2025, 12:32 PM EDTCIK 2042292Accession 0001213900-25-096131

Company context

We are a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or other similar business combination involving one or more businesses or assets, which we refer to throughout this prospectus as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not identified any acquisition target and we have not, nor has anyone on our behalf, initiated any discussions, directly or indirectly, with respect to identifying any acquisition target. We have generated no operating revenues to date and we do not expect that we will generate operating revenues until we consummate our initial business combination.

Current securities

BDCINASDAQ · EQUITY · Current BDCIUNASDAQ · UNIT · Current BDCIWNASDAQ · WARRANT · Current

Recent company filings

Disclosure sections

Items 1.01, 3.02, 3.03, 5.02, 5.03, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement

Item 1.01. Entry into a Material Definitive Agreement. On October 1, 2025, BTC Development Corp. (the “Company”), consummated its initial public offering (“IPO”) of 25,300,000 units (the “Units”), including the exercise in full by the underwriters of an option to purchase up to 3,300,000 Units at the offering price to cover over-allotments. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $253,000,000. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-fourth of one redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. In connection with the closing of the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s registration statement on Form S-1 (File No. 333-289705) for the IPO, originally filed with the Securities and Exchange Commission (the “Commission”) on August 19, 2025 (as amended, the “Registration Statement”), all of which are attached as exhibits and incorporated by reference herein: An Underwriting Agreement, dated September 29, 2025 (the “Underwriting Agreement”), among the Company, Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”) and Keefe, Bruyette & Woods, Inc. (“KBW” and, together with CCM, the “Representatives”); ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── An Investment Management Trust Agreement, dated September 29, 2025, between the Company and Continental Stock Transfer & Trust Company; ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── A Warrant Agreement, dated September 29, 2025, between the Company and Continental Stock Transfer & Trust Company; ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── A Registration Rights Agreement, dated September 29, 2025, between the Company and certain security holders of the Company; ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── A Letter Agreement, dated September 29, 2025, by and among the Company, its officers and directors and certain security holders of the Company; ─────────────────────────────────────────────────────────────────────────── A Placement Unit Subscription Agreement, dated September 29, 2025, between the Company and BTC Development Sponsor LLC; A Placement Unit Subscription Agreement, dated September 29, 2025, between the Company and CCM; A Placement Unit Subscription Agreement, dated September 29, 2025, between the Company and KBW; An Administrative Services Agreement, September 29, 2025, between the Company and BTC Development Sponsor LLC. ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Indemnity Agreements dated September 29, 2025, between the Company and each Director and executive officer of the Company, a form of which is attached as Exhibit 10.8 to this Current Report; and A description of the material terms of each of these agreements is included in the Registration Statement and incorporated herein by this reference.

Item 3.02Item 3.02 - Unregistered Sales of Equity

Item 3.02. Unregistered Sales of Equity Securities. Simultaneously with the consummation of the IPO, the Company consummated the issuance and sale (“Private Placement”) of 760,000 Units (the “Placement Units”) in a private placement transaction at a price of $10.00 per Placement Unit, generating gross proceeds of $7,600,000. 173,250 Placement Units were purchased by CCM, 74,250 Placement Units were purchased by KBW and 512,500 Placement Units were purchased by one of the Company’s sponsors, BTC Development Sponsor LLC. The Warrants included in the Placement Units are identical to the Warrants included in the IPO Units except as otherwise described in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 3.03Item 3.03 - Material Modification to Rights

Item 3.03. Material Modification to Rights of Security Holders. The disclosure set forth under Item 5.03 is incorporated herein by this reference.

Item 5.02Item 5.02 - Departure/Election of Directors

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 29, 2025, in connection with the IPO, Betsy Z. Cohen, Bracebridge H. Young, Jr., Jonathan Kirkwood, Andrew Hohns, Grant Gilliam and Hersh Kozlov (collectively, the “Directors”) were appointed to the board of directors of the Company (the “Board”). Effective September 29, 2025, each of Messrs. Hohns, Kozlov and Kirkwood, were appointed to the Board’s Audit Committee, with Mr. Hohns serving as chair of the Audit Committee. Each of Messrs. Hohns, Kozlov and Gilliam were appointed to the Board’s Compensation Committee, with Mr. Kozlov serving as chair of the Compensation Committee. On September 29, 2025, the Company entered into indemnity agreements with each of the Directors, as well as with R. Maxwell Smeal, the Chief Financial Officer and Secretary of the Company, that require the Company to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing summary of the indemnity agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of indemnity agreement, which is filed as Exhibit 10.8 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.03Item 5.03 - Amendments to Articles/Bylaws

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. On September 29, 2025, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum”) with the Cayman Islands General Registry. A description of the material terms of the Amended and Restated Memorandum is included in the Registration Statement and incorporated herein by this reference. In addition, a copy of the Amended and Restated Memorandum is attached hereto as Exhibit 3.1 and is incorporated herein by this reference.

Item 8.01Item 8.01 - Other Events

Item 8.01. Other Events. A total of $253,000,000 of the net proceeds from the IPO and the Private Placement (which includes $10,780,000 of the Underwriters’ deferred discount) were placed in a trust account established for the benefit of the Company’s public shareholders, with Continental Stock Transfer & Trust Company acting as trustee. Except for the withdrawal of interest earned on the funds to satisfy the Company’s working capital requirements (subject to an annual limit of $400,000) and to pay taxes (or up to $100,000 for dissolution expenses if a business combination is not consummated), none of the funds held in the trust account will be released until the earlier of (i) the completion of the Company’s initial business combination, (ii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 24 months from the closing of the IPO or 27 months from the closing of the IPO if the Company has executed a definitive agreement for its initial business combination within 24 months from the closing of the IPO but has not completed its initial business combination within such 24-month period (or by such earlier liquidation date as the Company’s board of directors may approve), subject to applicable law, and (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Amended and Restated Memorandum to modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it has not consummated an initial business combination within 24 months from the closing of the IPO (or 27 months, as applicable) or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. A copy of the press release issued by the Company on September 29, 2025 regarding the pricing of the IPO is included as Exhibit 99.1 to this Current Report on Form 8-K. A copy of the press release issued by the Company on October 3, 2025 regarding the closing of the IPO is included as Exhibit 99.2 to this Current Report on Form 8-K.

Filed exhibits (3)

EX-4.1 (by filename) ea025928501ex4-1_btc.htm

EX-4.1 4 ea025928501ex4-1_btc.htm WARRANT AGREEMENT, DATED SEPTEMBER 29, 2025, BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE COMPANY Exhibit 4.1 WARRANT AGREEMENT BTC DEVELOPMENT CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated September 29, 2025 THIS WARRANT AGREEMENT (this “Agreement”), dated September 29, 2025, is by and between BTC Development Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”). WHEREAS, it is proposed that the Company enter into those certain Placement Unit Subscription Agreements, with each of (i) BTC Development Sponsor LLC, a Delaware limited liability company (the “Sponsor”), (ii) Cohen & Co. Capital Markets, a division of Cohen & Company Securities, LLC (“Cohen”) and (iii) Keefe, Bruyette & Woods, Inc. (“KBW” and, together with Cohen, the “Underwriters”), each dated September 29, 2025, pursuant to which (i) Sponsor will purchase 512,500 Units (as defined below) and (iii) the Underwriters will purchase 247,500 Units, for an aggregate purchase price of $7,600,000 (“Placement Units”), each Unit …

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EX-99.1 (by filename) ea025928501ex99-1_btc.htm

EX-99.1 12 ea025928501ex99-1_btc.htm PRESS RELEASE DATED SEPTEMBER 29, 2025 (PRICING OF THE IPO) Exhibit 99.1 BTC Development Corp. Announces Pricing of $220,000,000 Initial Public Offering PHILADELPHIA, PA, Sept. 30, 2025 (GLOBE NEWSWIRE) - BTC Development Corp (NASDAQ:BDCIU) (the “Company”) today announced the pricing of its initial public offering of 22,000,000 units at a price of $10.00 per unit. The Company’s units will be listed on the Nasdaq Global Market under the symbol “BDCIU” and will begin trading on September 30, 2025. Each unit issued in the offering consists of one Class A ordinary share of the Company and one-fourth of one redeemable warrant, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on NASDAQ under the symbols “BDCI” and “BDCIW,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The closing of the offering is anticipated to take place on or about October 1, 2025, subject to customary closing conditions.…

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EX-99.2 (by filename) ea025928501ex99-2_btc.htm

EX-99.2 13 ea025928501ex99-2_btc.htm PRESS RELEASE DATED OCTOBER 3, 2025 (CLOSING OF THE IPO) Exhibit 99.2 BTC Development Corp. Completes $253 Million Initial Public Offering PHILADELPHIA, PA, October 3, 2025 (Globe Newswire) - BTC Development Corp. (NASDAQ: BDCIU) (the “Company”) today announced the closing of its initial public offering of 25,300,000 units, which includes 3,300,000 units issued pursuant to the exercise by the underwriters of their over-allotment option in full. The offering was priced at $10.00 per unit, resulting in gross proceeds of $253,000,000. The Company’s units began trading on the Nasdaq Global Market (“Nasdaq”) on September 30, 2025 under the ticker symbol “BDCIU.” Each unit consists of one Class A ordinary share of the Company and one-fourth of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one Class A ordinary share of the Company at an exercise price of $11.50 per share. Once the securities constituting the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “BDCI” and “BDCIW,” respectively. Of the proceeds received from the cons…

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