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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): February 24, 2026
BTC DEVELOPMENT CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-42873 |
|
98-1816717 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
|
2929 Arch Street, Suite 200
Philadelphia, PA |
|
19104 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (267) 703-4396
Not Applicable
(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share and one warrant |
|
BDCIU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
BDCI |
|
The Nasdaq Stock Market LLC |
| Warrant, each right entitling the holder to receive one fourth (1/4) of a Class A ordinary share |
|
BDCIW |
|
The Nasdaq Stock Market LLC |
Item 8.01. Other Events.
On February 24, 2026, BTC Development
Corp. made available to holders of its Class A ordinary shares its PFIC Annual Statement for fiscal year 2025, which is attached as Exhibit
99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
BTC Development Corp. PFIC Annual Statement – Class A |
| 104 |
|
Cover Page Interactive Data File (embedded within the InLine XBRL document) |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Dated: February 24, 2026 |
BTC DEVELOPMENT CORP. |
| |
|
| |
By: |
/s/ R. Maxwell Smeal |
| |
Name: |
R. Maxwell Smeal |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
BTC Development Corp.
PFIC
Annual Statement
Entity Name: BTC Development Corp.
BTC Development Corp. (the "Company")
may be considered a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes. The following
information is provided to allow a shareholder of the Company (a "Shareholder") to make an election under Section 1295 of the
Internal Revenue Code to treat the Company as a Qualified Electing Fund (“QEF Election”) for U.S. federal income tax purposes.
The QEF Election is optional and can only be made by the Shareholder. The Company is unable to make this election on behalf of the Shareholder.
Please note that a QEF Election may not be recognized for state income tax purposes in some states. The PFIC rules are complex. Please
consult with your personal tax advisor to determine whether or not it is advisable for you to make a QEF Election with respect to your
investment in the Company.
| (1) | This PFIC Annual Information statement applies to the tax period
of the Company: |
| |
| Beginning 1/1/2025 |
|
Ending 12/31/2025 |
| (2) | The Shareholder's per-unit, per-day information for the Company's
taxable period specified in paragraph (1) is provided in the below chart. We recommend that all U.S. taxpayers consult a tax advisor
concerning the overall tax consequences of their ownership in the Company and their U.S. tax reporting requirements. |
| Fund Name (and name of any underlying funds if applicable) | |
Ticker | |
Ordinary Earnings (US$) | | |
Net Capital Gains (US$) |
| BTC Development Corp. | |
BDCI | |
| 0.0010364990 | | |
NONE |
| (3) | The amount of cash and fair market value of other property distributed
or deemed distributed by the Company to the Shareholder during the Company's taxable period specified in paragraph (1) is as follows: |
| |
Cash: |
NONE |
| |
Fair Market Value of Property: |
NONE |
| (4) | The Company will permit the Shareholder to inspect and copy
the Company's permanent books of account, records, and such other documents as may be maintained by the Company that are necessary to
establish that PFIC ordinary earnings and net capital gain, as provided in Section 1293(e) of the Internal Revenue Code, are computed
in accordance with U.S. income tax principles, and to verify these amounts and the Shareholder’s pro rata share thereof. |
| |
|
|
BTC Development Corp. |
| |
|
|
|
| Date: |
February 24, 2026 |
|
By: |
/s/ R. Maxwell Smeal |
| |
|
|
Title: |
Chief Financial Officer |
Additional Information
The
following additional information is supplied to enable the Shareholder to complete IRS Form 8621:
(Please
note: a Shareholder may have additional filing disclosures including, but not limited to, Forms 926, 5471, and/or 8938 as a result of
the Shareholder’s investment in the Company. Please consult your tax advisor.)
| Address of the PFIC: |
|
2929
Arch Street, Suite 1703 |
|
| |
|
Philadelphia, PA 19104 |
|
| Taxpayer Identification Number: |
|
98-1816717 |
|
| Country of Incorporation: |
|
Cayman Islands |
|
| Date of Incorporation: |
|
4/3/2023 |
|
