Current Report · Items 8.01, 9.01 · 8-K

BTC Development Corp.

BDCINASDAQEQUITYCurrent

Other Events

Filed Oct 7, 2025Accepted Oct 7, 2025, 12:01 PM EDTCIK 2042292Accession 0001213900-25-097023

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 8.01, 9.01

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

Item 8.01Item 8.01 - Other Events

Item 8.01. Other Events. On October 1, 2025, BTC Development Corp. (the “Company”) consummated the sale of 25,300,000 units (the “Units”) in its initial public offering (the “IPO”), 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, subject to adjustment as provided in the Company’s registration statement on Form S-1, initially filed with the Securities and Exchange Commission on August 19, 2025 (File No. 333-289705). On October 1, 2025, 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 Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, 74,250 Placement Units were purchased by Keefe, Bruyette & Woods, Inc. and 512,500 Placement Units were purchased by one of the Company’s sponsors, BTC Development Sponsor LLC. 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. An audited balance sheet as of October 1, 2025 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

Filed exhibits (1)

EX-99.1 (by filename) ea026034001ex99-1_btcdevelop.htm

EX-99.1 2 ea026034001ex99-1_btcdevelop.htm AUDITED BALANCE SHEET OF THE COMPANY AS OF OCTOBER 1, 2025 Exhibit 99.1 INDEX TO FINANCIAL STATEMENT Page Financial Statement of BTC Development Corp.: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of October 1, 2025 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of BTC Development Corp.: Opinion on the Financial Statement We have audited the accompanying balance sheet of BTC Development Corp. (the “Company”) as of October 1, 2025 and the related notes (collectively referred to as the “financial statement”). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of October 1, 2025 in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion The financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion …

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