Glazer Capital, LLC and Paul J. Glazer filed an amended ownership report on BTC Development Corp. units. They report beneficial ownership of 1,174,323 units, representing 4.51% of the class as of 12/31/2025, with shared voting and dispositive power over all reported units.
The units each consist of one Class A ordinary share and one-fourth of one redeemable warrant. The securities are held through funds and managed accounts advised by Glazer Capital, and the filers state the holdings are in the ordinary course of business and not for influencing control of BTC Development Corp.
Positive
None.
Negative
None.
FAQ
What does the Glazer Capital Schedule 13G/A reveal about BTC Development Corp. (BDCI)?
The filing shows Glazer Capital, LLC and Paul J. Glazer beneficially own 1,174,323 BTC Development Corp. units, or 4.51% of the class, as of 12/31/2025. They report shared voting and dispositive power and classify the position as held in the ordinary course of business.
How large is Glazer Capital’s ownership stake in BTC Development Corp. (BDCI)?
Glazer Capital and Paul J. Glazer report beneficial ownership of 1,174,323 BTC Development Corp. units, equal to 4.51% of the outstanding class. The filing indicates they have shared power to vote and dispose of all these units through funds and accounts they manage.
Who are the reporting persons in the BTC Development Corp. (BDCI) Schedule 13G/A?
The reporting persons are Glazer Capital, LLC, a Delaware investment adviser, and its Managing Member, Paul J. Glazer. They report beneficial ownership of BTC Development Corp. units held by certain funds and managed accounts for which Glazer Capital serves as investment manager, with shared voting and dispositive authority.
What type of securities in BTC Development Corp. (BDCI) are reported in this filing?
The filing covers BTC Development Corp. units, each consisting of one Class A ordinary share and one-fourth of one redeemable warrant. Glazer Capital and Paul J. Glazer report beneficial ownership and shared voting and dispositive power over 1,174,323 of these units, representing 4.51% of the class.
Does Glazer Capital intend to influence control of BTC Development Corp. (BDCI)?
The filers certify the securities were acquired and are held in the ordinary course of business, not for changing or influencing control of BTC Development Corp. They also state the holdings are not part of any transaction intended to affect control, other than limited activities tied to nomination rules.
Why does the BTC Development Corp. (BDCI) filing mention ownership of 5 percent or less?
Item 5 notes the reporting persons own 5 percent or less of the class, while disclosing a 4.51% stake. This confirms their holdings are below the 5% threshold, but still significant enough to require a Schedule 13G/A based on prior higher ownership or regulatory requirements.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
BTC DEVELOPMENT CORP.
(Name of Issuer)
Units, each consisting of one Class A ordinary share and one-fourth of one redeemable warrant
(Title of Class of Securities)
G0701G125
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G0701G125
1
Names of Reporting Persons
Glazer Capital, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,174,323.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,174,323.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,174,323.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.51 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP No.
G0701G125
1
Names of Reporting Persons
Paul J. Glazer
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,174,323.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,174,323.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,174,323.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.51 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
BTC DEVELOPMENT CORP.
(b)
Address of issuer's principal executive offices:
2929 Arch Street, Suite 1703, Philadelphia, PA 19104
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Glazer Capital, LLC, a Delaware limited liability company ("Glazer Capital"), with respect to the shares of Common Stock (as defined in Item 2(d)) held by certain funds and managed accounts to which Glazer Capital serves as investment manager (collectively, the "Glazer Funds"); and
(ii) Mr. Paul J. Glazer ("Mr. Glazer"), who serves as the Managing Member of Glazer Capital, with respect to the shares of Common Stock held by the Glazer Funds.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the shares of Common Stock (as defined in Item 2(d)) reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 250 West 55th Street, Suite 30A, New York, New York 10019.
(c)
Citizenship:
Glazer Capital is a Delaware limited liability company. Mr. Glazer is a United States citizen.
(d)
Title of class of securities:
Units, each consisting of one Class A ordinary share and one-fourth of one redeemable warrant
(e)
CUSIP No.:
G0701G125
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
1,174,323
(b)
Percent of class:
4.51%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
1,174,323
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
1,174,323
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
