BTC Digital Ltd. Announces Private Placement Financing of up to $28 Million

BTC Digital (NASDAQ:BTCT) entered into definitive agreements for a private placement of approximately $7 million of Ordinary Shares, pre-funded warrants and PIPE common warrants at $1.14 per Common Unit.

Rhea-AI Summary

BTC Digital (NASDAQ:BTCT) entered into definitive agreements for a private placement of approximately $7 million of Ordinary Shares, pre-funded warrants and PIPE common warrants at $1.14 per Common Unit.

The deal includes 6,140,350 Common or Pre-Funded Units and up to $21 million in additional gross proceeds if all $1.71 warrants are fully exercised.

Positive

• Approximately $7 million in expected gross proceeds from the private placement
• Potential additional $21 million in gross proceeds from warrant exercises
• Placement with institutional accredited investors via definitive agreements
• Warrants exercisable immediately and lasting 60 months, extending capital-raising runway
• Net proceeds earmarked for general corporate purposes and working capital

Negative

• Issuance of 6,140,350 units implies material potential share dilution
• Two common warrants per unit could further increase share count on exercise
• No assurance that any warrants will be exercised, limiting potential $21 million
• Securities are unregistered and restricted, creating resale and overhang considerations

Argus Jun 26 session

-35.09% close to close Open Argus

Details

News Market Reaction – BTCT

In the Jun 26 session, BTCT declined 35.09%, reflecting a significant negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -35.1% in the session following this news. A negative reaction despite positive li...

Analysis

The stock dropped -35.1% in the session following this news. A negative reaction despite positive liquidity from $7M upfront financing fits a pattern where the market discounts dilution and warrant overhang. Prior news often focused on growth projects; here, added share supply and future exercisable warrants may weigh more heavily.

Key Figures

Upfront gross proceeds: $7 million Potential warrant proceeds: $21 million Unit offering price: $1.14 per Common Unit +5 more

Upfront gross proceeds

$7 million

Private placement common units and pre-funded units

Potential warrant proceeds

$21 million

If PIPE common warrants are fully exercised for cash

Unit offering price

$1.14 per Common Unit

Purchase of Ordinary Shares and warrants

Units sold

6,140,350 Common Units

Private placement of Common or Pre-Funded Units

PIPE warrant exercise price

$1.71 per Ordinary Share

Exercise price of each PIPE Common Warrant

Pre-Funded Unit price

$1.13999 per Pre-Funded Unit

Unit price net of $0.00001 pre-funded warrant exercise

Pre-funded warrant exercise price

$0.00001 per warrant

Exercise price for each Pre-Funded Warrant

Warrant term

60 months

Expiry of Common Warrants after initial issuance

Historical Context

3 past events · Latest: Apr 24

3 events

1. Apr 24

   Project completion

   24h Move

   +3.1%

   Completion of 10MW Georgia computing site and AI platform launch plans.

2. Apr 06

   JV agreement

   24h Move

   -2.5%

   Joint development deal for 5–10MW gas-powered computing facility in Canada.

3. Jan 27

   Strategic partnership

   24h Move

   +2.0%

   Framework agreement for AI computing and liquid-cooled data center services.

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

Key Terms

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

5 terms

pre-funded warrant financial

"each consisting of (i) one (1) Ordinary Share or one (1) Pre-Funded Warrant"

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

"two (2) PIPE Common Warrants to purchase one (1) Ordinary Share per warrant"

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.

private placement financial

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

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.

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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$7 million in upfront proceeds with the potential to receive up to an additional approximately $21 million of potential aggregate gross proceeds upon the exercise in full of warrants.

SINGAPORE, June 26, 2026 /PRNewswire/ -- BTC Digital Ltd. (NASDAQ: BTCT) (the "Company"), a Nasdaq-listed digital computing infrastructure company, today announced that it has entered into definitive agreements with institutional investors for the purchase and sale of approximately $7 million of Ordinary Shares and pre-funded and investor warrants at a price of $1.14 per Common Unit.

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 offering price per Common Unit is $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 will be 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 Warrant is 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 are expected to be approximately $7 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 warrants will be exercised. The transaction is expected to close on or about June 29, 2026, 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 general corporate purposes and working capital.

Aegis Capital Corp. is acting as exclusive placement agent for the private placement. VCL Law LLP is acting as U.S. counsel to the Company. Kaufman & Canoles, P.C. is acting as U.S. counsel to Aegis Capital Corp.

The securities described above are being 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 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.us/

View original content:https://www.prnewswire.com/news-releases/btc-digital-ltd-announces-private-placement-financing-of-up-to-28-million-302811778.html

SOURCE BTC Digital Ltd.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What private placement financing did BTC Digital (NASDAQ:BTCT) announce on June 26, 2026?

BTC Digital announced a private placement of approximately $7 million in Ordinary Shares, pre-funded warrants and common warrants. According to BTC Digital, units are priced at $1.14 each, targeting institutional accredited investors under definitive agreements.

How many BTC Digital (BTCT) units are being sold and at what price?

BTC Digital is selling 6,140,350 Common or Pre-Funded Units at $1.14 per Common Unit. According to BTC Digital, each unit includes one Ordinary Share or pre-funded warrant and two common warrants to purchase one share each at a $1.71 exercise price.

What is the potential total gross proceeds from BTC Digital (BTCT) June 2026 private placement?

BTC Digital expects about $7 million in initial gross proceeds, with up to $21 million more if warrants are fully exercised. According to BTC Digital, there is no assurance any warrants will be exercised on a cash basis.

When is the BTC Digital (BTCT) private placement expected to close?

The private placement is expected to close on or about June 29, 2026. According to BTC Digital, completion is subject to the satisfaction of customary closing conditions typically associated with institutional private placement transactions.

What are the warrant terms in the BTC Digital (BTCT) June 2026 financing?

Each unit includes two common warrants with an initial exercise price of $1.71 per Ordinary Share. According to BTC Digital, the warrants are exercisable immediately, expire 60 months after issuance, and their terms include customary adjustment provisions.

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

BTC Digital plans to use net proceeds for general corporate purposes and working capital. According to BTC Digital, these funds will be combined with existing cash to support ongoing operational and corporate needs within its digital computing infrastructure business.

Are BTC Digital (BTCT) private placement securities registered and who can buy them?

The securities are being sold in an unregistered private placement to accredited investors only. According to BTC Digital, they are not registered under the Securities Act and may be resold in the United States only under an effective registration statement or valid exemption.