BTC Digital Ltd. Announces $6.0 Million Registered Direct Offering

Rhea-AI Summary

BTC Digital (NASDAQ: BTCT) has announced a $6.0 million registered direct offering with institutional investors, pricing 2,000,000 Ordinary Shares at $3.00 per share. The transaction is expected to close around July 16, 2025.

The company plans to use the net proceeds, combined with existing cash, specifically for the purchase of Ethereum. Aegis Capital Corp. is serving as the exclusive placement agent for this offering, which is being conducted under an effective shelf registration statement on Form S-3.

Positive

• None.

Negative

• Share dilution through issuance of 2,000,000 new Ordinary Shares
• Offering price of $3.00 may impact current market value

Insights

Financial Analyst

BTC Digital raises $6M by selling shares at a 40% discount to purchase Ethereum, significantly diluting existing shareholders.

BTC Digital has announced a $6 million registered direct offering, selling 2 million ordinary shares at $3.00 per share to institutional investors. This capital raise comes with significant implications that deserve close examination.

The offering price of $3.00 per share likely represents a substantial discount to the current market price, as registered direct offerings typically come at a discount to incentivize institutional participation. This discount suggests potential pressure on the stock price following the announcement.

More notable is the company's stated use of proceeds - purchasing Ethereum. Rather than investing in operational growth, technology development, or business expansion, BTC Digital is essentially becoming a publicly-traded vehicle for cryptocurrency exposure. This strategic decision transforms the company's risk profile significantly, tying its fortunes directly to Ethereum's price movements.

The 16.7% dilution from adding 2 million shares represents a meaningful cost to existing shareholders. While blockchain companies often require capital, using shareholder funds to purchase volatile cryptocurrency assets rather than building proprietary technology or competitive advantages raises questions about the company's long-term value creation strategy.

The involvement of multiple legal firms (VCL Law, AllBright, Conyers Dill & Pearman) indicates the complexity of the transaction across multiple jurisdictions, with Aegis Capital serving as the placement agent. This offering should close by July 16, providing quick access to capital for the company's crypto purchasing plans.

SINGAPORE, July 15, 2025 /PRNewswire/ -- BTC Digital Ltd. (NASDAQ: BTCT) (the "Company"), a blockchain technology company, today announced that it has entered into definitive agreements in a registered direct offering with institutional investors for the purchase and sale of approximately $6.0 million of the Company's Ordinary Shares at a price of $3.00 per Ordinary Share. The offering consisted of the sale of 2,000,000 Ordinary Shares.

Aggregate gross proceeds to the Company are expected to be approximately $6.0 million before deducting fees to the placement agent and other expenses payable by the Company. The transaction is expected to close on or about July 16, 2025, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds from the offering, together with its existing cash, for the purchase of Ethereum.

Aegis Capital Corp. is acting as exclusive placement agent for the offering. VCL Law LLP is acting as U.S. counsel to the Company. AllBright Law Offices is acting as PRC counsel to the Company. Conyers Dill & Pearman is acting as Cayman counsel to the Company. Kaufman & Canoles, P.C. is acting as counsel to Aegis Capital Corp.

The registered direct offering is being made pursuant to an effective shelf registration statement on Form S-3 (No. 333-283367) previously filed with the U.S. Securities and Exchange Commission (SEC) and declared effective by the SEC on December 5, 2025. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC's website located at www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, by email at syndicate@aegiscap.com, or by telephone at +1 (212) 813-1010.

Interested parties should read in their entirety the prospectus supplement and the accompanying prospectus and the other documents that the Company has filed with the SEC that are incorporated by reference in such prospectus supplement and the accompanying prospectus, which provide more information about the Company and such offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About BTC Digital Ltd.

BTC Digital Ltd.is a blockchain technology company, with a long-term strategy to create value across the metaverse, blockchain and cryptocurrency mining industry. The Company is committed to developing blockchain related businesses in North America, including cryptocurrency mining, mining farm construction, mining pool and data center operation, and miner accessories business.

For more information, please visit: https://btct.investorroom.com/ 

Forward-Looking Statements

The foregoing material may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the Company's product development and business prospects, and can be identified by the use of words such as "may," "will," "expect," "project," "estimate," "anticipate," "plan," "believe," "potential," "should," "continue" or the negative versions of those words or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the security laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

View original content:https://www.prnewswire.com/news-releases/btc-digital-ltd-announces-6-0-million-registered-direct-offering-302505529.html

SOURCE BTC Digital Ltd.

FAQ

What is the size and price of BTC Digital's (BTCT) registered direct offering in July 2025?

BTC Digital is offering 2,000,000 Ordinary Shares at $3.00 per share, totaling approximately $6.0 million in gross proceeds.

How will BTC Digital (BTCT) use the proceeds from its $6.0 million offering?

BTC Digital plans to use the net proceeds, along with existing cash, for the purchase of Ethereum.

When will BTC Digital's (BTCT) $6.0 million registered direct offering close?

The offering is expected to close on or about July 16, 2025, subject to customary closing conditions.

Who is the placement agent for BTC Digital's (BTCT) July 2025 offering?

Aegis Capital Corp. is acting as the exclusive placement agent for the offering.

What type of investors participated in BTC Digital's (BTCT) $6.0 million offering?

The offering was conducted as a registered direct offering with institutional investors.