BTC Development Corp. (BDCI) releases 2025 PFIC tax statement for shareholders

Rhea-AI Filing Summary

BTC Development Corp. filed a Form 8-K stating it has made its PFIC Annual Statement for fiscal year 2025 available to holders of its Class A ordinary shares. The company explains it may be treated as a passive foreign investment company for U.S. federal income tax purposes.

The statement is intended to help shareholders make an optional Qualified Electing Fund (QEF) election on their own tax returns. For 2025, the PFIC table shows ordinary earnings of US$0.0010364990 and no net capital gains, cash distributions, or property distributions. The filing emphasizes that shareholders should consult personal tax advisors.

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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.

(d) 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)

1

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

2

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

FAQ

What did BTC Development Corp. (BDCI) disclose in its latest Form 8-K?

BTC Development Corp. disclosed that it made its PFIC Annual Statement for fiscal year 2025 available to Class A shareholders. The filing provides data needed for U.S. tax reporting, including figures to support an optional Qualified Electing Fund (QEF) election under Section 1295.

What is the purpose of BTC Development Corp.’s PFIC Annual Statement for 2025?

The PFIC Annual Statement helps U.S. shareholders of BTC Development Corp. complete IRS Form 8621. It supplies earnings information needed to consider a Qualified Electing Fund (QEF) election and clarifies that the company may be treated as a passive foreign investment company for tax purposes.

What ordinary earnings and capital gains did BDCI report for PFIC purposes in 2025?

For PFIC reporting in fiscal year 2025, BTC Development Corp. reported ordinary earnings of US$0.0010364990 and no net capital gains. The PFIC statement also shows no cash distributions and no property distributions, which are relevant inputs for shareholders’ U.S. tax calculations.

Is the QEF election made by BTC Development Corp. or its shareholders?

The QEF election is made solely by each shareholder, not by BTC Development Corp. The company’s PFIC Annual Statement provides information to support that election but explicitly states it cannot make the election on any shareholder’s behalf for U.S. tax purposes.

What additional PFIC-related information did BDCI provide for IRS Form 8621?

BTC Development Corp. supplied its address, U.S. taxpayer identification number, country of incorporation, and incorporation date. This information is intended to help shareholders complete IRS Form 8621 when reporting their investment in a possible passive foreign investment company.

Where is BTC Development Corp., a potential PFIC, incorporated and located?

BTC Development Corp. is incorporated in the Cayman Islands and lists its principal address as 2929 Arch Street, Suite 1703, Philadelphia, PA 19104. These details appear in the PFIC-related information that supports shareholders’ U.S. tax and Form 8621 reporting.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 BTC DEVELOPMENT CORP. PFIC ANNUAL STATEMENT - CLASS A 10.6 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 4.0 KB
• EX-101 XBRL DEFINITION FILE 26.6 KB
• EX-101 XBRL LABEL FILE 36.8 KB
• EX-101 XBRL PRESENTATION FILE 25.2 KB