BTC Digital Ltd. Announces Closing of Private Placement Financing of up to $28 Million, Accelerating the Expansion of Its AI Computing Business

Rhea-AI Summary

BTC Digital (NASDAQ: BTCT) closed a private placement with institutional investors, raising approximately US$7 million upfront and potential gross proceeds of up to US$28 million including warrants.

According to BTC Digital, funds will support an 8MW AI computing center in Georgia and its transition from cryptocurrency mining to AI infrastructure.

Positive

• Approximately US$7 million gross proceeds raised in closing private placement
• Financing plus warrants offers up to US$28 million potential gross proceeds
• Capital earmarked to build out 8MW AI computing center in Georgia
• Georgia site has 25MW total load, 20MW substation-backed approved power
• Company owns 62 acres and an existing building, reducing ground rent and construction needs

Negative

• Issuance of 6,140,350 units and multiple warrants implies shareholder dilution
• No assurance that approximately US$21 million of warrant proceeds will be realized
• Execution and demand risks around phased expansion and tenant-driven scaling
• Use of proceeds may differ from current plans due to market and regulatory factors

News Market Reaction – BTCT

+20.59% 13.3x vol

43 alerts

+20.59% Session close to close

+132.1% Peak Tracked

-21.8% Trough Tracked

$7.84M Market Cap

13.3x Rel. Volume

In the Jun 30 session, BTCT gained 20.59%, reflecting a significant positive market reaction. Argus tracked a peak move of +132.1% during that session. Argus tracked a trough of -21.8% from its starting point during tracking. Our momentum scanner triggered 43 alerts that day, indicating elevated trading interest and price volatility. Trading volume was exceptionally heavy at 13.3x the daily average, suggesting very strong buying interest.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock surged +20.6% in the session following this news. A strong positive reaction aligns with p...

Analysis

The stock surged +20.6% in the session following this news. A strong positive reaction aligns with prior enthusiasm for BTCT’s AI transition, as fresh $7.0M funding and up to $28M potential warrant proceeds accelerate the 8MW Georgia build-out, though future equity exercises could still weigh on sentiment.

Key Figures

Upfront proceeds: US$7.0 million Potential total proceeds: US$28 million Georgia AI center size: 8 MW +5 more

8 metrics

Upfront proceeds US$7.0 million Aggregate gross proceeds from private placement closing

Potential total proceeds US$28 million Maximum aggregate gross proceeds including related warrants

Georgia AI center size 8 MW AI computing center capacity in Georgia, U.S.

Target site capacity 20 MW (25 MW load) Goal for Georgia site AI capacity and total site load

Land owned 62 acres Owned land at Georgia site with no ground rent

Units sold 6,140,350 units Common or Pre-Funded Units in private placement

Unit offering price $1.14 per Common Unit Offering price for each Common Unit

Warrant exercise price $1.71 per share Exercise price of PIPE Common Warrants and Common Warrants

Historical Context

4 past events · Latest: Jun 26 (Negative)

Pattern 4 events

Date	Event	Sentiment	24h Move	Catalyst
Jun 26	Private placement financing	Negative	-35.1%	Announced $7M equity private placement with warrants for up to $21M more.
Apr 24	Georgia AI build-out	Positive	+3.1%	Completed 10MW Georgia computing project and detailed phased AI center rollout.
Apr 06	Canada compute JV	Positive	-2.5%	Joint development deal for 5–10MW natural gas-powered computing facility in Canada.
Jan 27	AI data center partnership	Positive	+2.0%	Strategic framework with Fog Computing for AI infrastructure and liquid-cooled data centers.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent AI infrastructure announcements often saw modestly positive or mixed reactions, while equity financing news has drawn a sharply negative response.

Key Terms

private placement, pre-funded warrant, pipe common warrants, registration rights agreement, +1 more

5 terms

private placement financial

"today announced the closing of its previously announced private placement financing"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

pre-funded warrant financial

"one (1) Ordinary Share or one (1) Pre-Funded Warrant and (ii) two (2) PIPE"

A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.

pipe common warrants financial

"one (1) Ordinary Share or one (1) Pre-Funded Warrant and (ii) two (2) PIPE Common Warrants"

PIPE common warrants are options issued as part of a private investment in public equity (PIPE) that give the holder the right to buy a company’s common shares at a fixed price within a set time. They matter to investors because exercising warrants increases the number of shares outstanding—like discounted coupons that can be redeemed for stock—so they can dilute existing ownership while bringing fresh cash into the company, affecting share value and investor returns.

registration rights agreement regulatory

"Pursuant to a registration rights agreement with the investors, the Company has agreed"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

accredited investors regulatory

"The securities were offered only to accredited investors."

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Approximately US$7 million in upfront proceeds received; financing funds the phased build-out of an 8MW AI computing center in Georgia, U.S., advancing its strategic transition toward AI computing infrastructure.

SINGAPORE, June 29, 2026 /PRNewswire/ -- BTC Digital Ltd. (the "Company") (NASDAQ: BTCT), a Nasdaq-listed digital computing infrastructure company, today announced the closing of its previously announced private placement financing to institutional investors, marking the official launch of its 8 megawatt ("MW") artificial intelligence ("AI") computing center in Georgia, U.S. The financing delivered approximately US$7.0 million in upfront aggregate gross proceeds and, together with the related warrants sold in the financing, represents aggregate potential gross proceeds of up to approximately US$28 million. The Company intends to deploy this capital directly toward accelerating its transition from cryptocurrency mining to AI computing infrastructure.

Mr. Siguang Peng, Chief Executive Officer of BTC Digital Ltd., commented, "This financing will enable us to convert the scarce resources already in our hands, locked-in power and owned sites, into revenue-generating AI computing as quickly as possible. It is a pragmatic growth path we can keep validating step by step."

Use of Proceeds

The approximately US$7 million raised in this financing is intended to fund the first phase of construction at the Georgia site, including liquid-cooling and power-supply equipment, retrofitting of existing facilities, and formation of a data center operations team. The Company expects to bring part of the first-phase capacity into operation within approximately six months and to begin generating AI computing hosting revenue after it signs its first anchor tenant. Subsequent phases are expected to proceed in line with tenant demand, operating performance, and future financing, with the goal of scaling the site to approximately 20MW (a total site load of approximately 25MW).

Strategic Rationale and Advantages of the Georgia Site

Under a wholesale colocation model, the Company supplies power, data center space, networking, and operations and maintenance, billing recurring rent per kilowatt each month, while customers bring their own GPUs and bear the related hardware costs and depreciation risk.

The Georgia site offers clear structural advantages: a total site load of 25MW, of which 20MW is approved and backed by a dedicated substation; 62 acres of owned land with no ground rent; and a completed steel building that lets equipment be deployed indoors immediately, with no new facility to construct.

With AI computing demand surging and power now the industry's primary bottleneck, the Company believes its locked-in, low-cost power and owned sites position it to capture that demand at attractive economics. The Company's actual use of proceeds may vary from the current intentions and will depend on a number of factors, including market conditions, strategic opportunities, competitive dynamics, regulatory developments and the Company's financial performance. No assurance can be given that any of the warrants will be exercised to provide the Company with additional potential gross proceeds. Furthermore, there can be no assurance that the Company will be able to deploy the proceeds as currently intended or achieve its strategic objectives.

The Offering

The offering consisted of the sale of 6,140,350 Common Units (or Pre-Funded Units), each consisting of (i) one (1) Ordinary Share or one (1) Pre-Funded Warrant and (ii) two (2) PIPE Common Warrants to purchase one (1) Ordinary Share per warrant at an exercise price of $1.71. The price per Common Unit was $1.14 (or $1.13999 for each Pre-Funded Unit, which is equal to the offering price per Common Unit sold in the offering minus an exercise price of $0.00001 per Pre-Funded Warrant). The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until exercised in full. For each Pre-Funded Unit sold in the offering, the number of Common Units in the offering will be decreased on a one-for-one basis. The initial exercise price of each Common Warrant is $1.71 per Ordinary Share. The Common Warrants are exercisable immediately and expire 60 months after the initial issuance date. The exercise price and number of shares issuable under the Common Warrants are subject to adjustment as described in more detail in the report on Form 6-K filed in connection with the offering.

Gross proceeds to the Company were approximately $7.0 million. The potential additional gross proceeds to the Company from the Common Warrants, if fully-exercised on a cash basis, will be approximately $21 million. No assurance can be given that any of the warrants will be exercised. The transaction closed on June 29, 2026. The Company expects to use the net proceeds from the offering, together with its existing cash, for general corporate purposes and working capital.

Aegis Capital Corp. acted as exclusive placement agent for the private placement. 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 securities described above were sold in a private placement transaction not involving a public offering and have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The securities were offered only to accredited investors. Pursuant to a registration rights agreement with the investors, the Company has agreed to file one or more registration statements with the SEC covering the resale of the Ordinary Shares and the Shares issuable upon exercise of the pre-funded warrants and warrants.

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 digital computing infrastructure company with operations and strategic initiatives in blockchain infrastructure and AI computing infrastructure. The Company is currently engaged in businesses including cryptocurrency mining, mining farm construction, data center operation, and related business activities, while it is also advancing the development of AI computing infrastructure and related services in North America.

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, business performance, market opportunities or future financial results. 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 securities 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.us/

View original content:https://www.prnewswire.com/news-releases/btc-digital-ltd-announces-closing-of-private-placement-financing-of-up-to-28-million-accelerating-the-expansion-of-its-ai-computing-business-302813778.html

SOURCE BTC Digital Ltd.

FAQ

What did BTC Digital (NASDAQ: BTCT) announce on June 29, 2026 about its private placement?

BTC Digital announced closing a private placement to institutional investors, raising about US$7 million upfront. According to BTC Digital, the deal also includes warrants that could lift potential gross proceeds to roughly US$28 million, supporting its transition from cryptocurrency mining to AI computing infrastructure.

How much capital could BTC Digital (BTCT) raise from its June 2026 private placement financing?

BTC Digital received approximately US$7 million in initial gross proceeds from the offering. According to BTC Digital, if the attached common warrants are fully exercised for cash, potential additional gross proceeds are about US$21 million, bringing total potential gross proceeds from this financing to around US$28 million.

How will BTC Digital (BTCT) use the proceeds from its June 2026 private placement?

BTC Digital plans to fund the first phase of its Georgia AI computing center with the proceeds. According to BTC Digital, spending priorities include liquid-cooling and power-supply equipment, retrofitting existing facilities, and building a data center operations team to begin AI hosting revenue after signing its first anchor tenant.

What are the key terms of BTC Digital (BTCT) units and warrants in the June 2026 financing?

The offering includes 6,140,350 Common or Pre-Funded Units, each with one share or pre-funded warrant and two common warrants. According to BTC Digital, units priced at about US$1.14 feature common warrants exercisable at US$1.71 per share, expiring 60 months after issuance, subject to adjustment provisions.

How does the Georgia AI computing center affect BTC Digital (BTCT) investors?

The Georgia site underpins BTC Digital’s shift toward AI computing infrastructure and recurring colocation revenue. According to BTC Digital, the property offers 25MW total site load, 20MW approved via dedicated substation, 62 acres of owned land, and an existing steel building for faster equipment deployment.

What risks do BTC Digital (BTCT) shareholders face from the June 2026 private placement?

Shareholders face dilution from issuing millions of units alongside multiple warrant classes. According to BTC Digital, there is no assurance warrants will be exercised or that proceeds will be deployed as currently intended, and project scaling depends on tenant demand, operating performance, financing, and regulatory conditions.