BTC Digital Ltd. Announces Closing of $20.0 Million Underwritten Public Offering

Rhea-AI Summary

BTC Digital (NASDAQ: BTCT) has successfully closed its previously announced underwritten public offering, raising approximately $20.0 million in gross proceeds. The offering, which closed on December 9, 2024, consisted of 2,500,000 Ordinary Shares and Pre-Funded Warrants at $8.00 per Common Share and $7.999 per Pre-Funded Warrant.

The company granted Aegis Capital Corp., the sole book-running manager, a 45-day option to purchase additional Ordinary Shares up to 15.0% of the offering to cover over-allotments. The Pre-Funded Warrants are immediately exercisable with a $0.001 exercise price and can be exercised at any time until fully exercised.

Positive

• Secured $20.0 million in gross proceeds through public offering
• Successfully completed firm commitment underwritten offering
• Offering included flexibility with both Ordinary Shares and Pre-Funded Warrants

Negative

• Potential dilution of existing shareholders due to new share issuance
• Additional dilution possible if 15% over-allotment option is exercised
• Offering expenses and underwriting fees will reduce net proceeds

Insights

Financial Analyst

The $20 million public offering significantly strengthens BTCT's balance sheet, representing nearly 46% of its current market cap of $43.5 million. The offering structure, combining ordinary shares and pre-funded warrants at $8.00 per share, provides immediate capital while minimizing dilution impact. The 45-day over-allotment option could potentially increase the raise by up to 15%. While this capital injection enhances operational flexibility, the dilutive effect may pressure short-term share price. The successful completion amid challenging crypto market conditions demonstrates investor confidence, though the true value will depend on capital deployment effectiveness.

Legal Expert

The offering's execution through an effective S-3 shelf registration demonstrates strong regulatory compliance and efficient capital raising mechanics. Key legal safeguards include the detailed prospectus filing with the SEC and proper disclosure through multiple channels. The inclusion of pre-funded warrants with minimal exercise price ($0.001) effectively functions as immediate equity while offering tactical flexibility. The over-allotment option structure provides market stabilization mechanisms while protecting both company and investor interests. The clear jurisdictional limitations statement helps mitigate regulatory risks across different markets.

Market Research Analyst

This capital raise positions BTCT more competitively in the blockchain technology sector, where substantial operating capital is important for development and market expansion. The pricing at $8.00 per share reflects current market conditions and investor sentiment in the crypto-adjacent space. The successful closing indicates institutional interest despite broader crypto market volatility. The warrant structure provides additional trading instruments that could enhance market liquidity. However, investors should monitor the dilution impact and subsequent capital deployment strategy as these will be important factors in determining long-term value creation.

SINGAPORE, Dec. 9, 2024 /PRNewswire/ -- BTC Digital Ltd. (NASDAQ: BTCT) (the "Company"), a blockchain technology company, today announced the closing of its previously announced firm commitment underwritten public offering . Gross proceeds to the Company were approximately $20.0 million, before deducting underwriting fees and other estimated offering expenses payable by the Company. The offering closed on December 9, 2024.

The offering consisted of 2,500,000 Ordinary Shares and Pre-Funded Warrants. The public offering price per Common Share is $8.00 (or $7.999 for each Pre-Funded Warrant, which is equal to the public offering price per Ordinary Share to be sold in the offering minus an exercise price of $0.001 per Pre-Funded Warrant). The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until exercised in full. For each Pre-Funded Warrant sold in the offering, the number of Ordinary Shares in the offering will be decreased on a one-for-one basis.

In addition, the Company granted Aegis Capital Corp. ("Aegis") a 45-day option to purchase additional Ordinary Shares of up to 15.0% of the number of Ordinary Shares sold in the offering solely to cover over-allotments, if any.  

Aegis Capital Corp. acted as the sole book-running manager for the offering. VCL Law LLP acted as U.S. counsel to the Company. Kaufman & Canoles, P.C. acted as U.S. counsel to Aegis Capital Corp.

The offering was 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, 2024. 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.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an 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.

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.

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

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SOURCE BTC Digital Ltd.

FAQ

How much did BTC Digital (BTCT) raise in its December 2024 public offering?

BTC Digital raised approximately $20.0 million in gross proceeds through its underwritten public offering that closed on December 9, 2024.

What was the price per share for BTCT's December 2024 public offering?

The public offering price was $8.00 per Common Share and $7.999 for each Pre-Funded Warrant.

How many shares were offered in BTCT's December 2024 public offering?

The offering consisted of 2,500,000 Ordinary Shares and Pre-Funded Warrants.

What is the over-allotment option granted by BTCT in its December 2024 offering?

BTCT granted Aegis Capital Corp. a 45-day option to purchase additional Ordinary Shares up to 15.0% of the offering to cover over-allotments.