BTC Development Corp. (Class A ordinary shares, CUSIP G0701G109) is reported as beneficially owned in part by five related RP entities. The filing lists specific shared voting and dispositive holdings for each fund, with individual stakes ranging from 51,148 to 1,359,018 shares. The percentages reference 26,060,000 Class A ordinary shares outstanding as reported in the issuer's annual report on March 24, 2026.
The statement is jointly filed by RP Investment Advisors LP and four RP funds. RP Investment Advisors LP acts as investment advisor and may be deemed to beneficially own the securities held by the funds. Signatures are provided by Richard Pilosof as CEO of RP Investment Advisors LP.
Positive
None.
Negative
None.
Insights
Large pooled-fund holdings disclosed across five RP entities, with a top shared position at 1,359,018 shares.
The filing lists shared voting and dispositive power for each reporting entity, notably 1,359,018 shares for RP Investment Advisors and 1,033,372 for RP Select Opportunities Master Fund Ltd.; percentages reference 5.2% and 3.9% of 26,060,000 shares outstanding as of March 24, 2026. This shows concentrated institutional stakes held via related funds.
Future disclosure items to watch include any amendments reporting changes in shared power or conversions from shared to sole ownership; timing not specified in the provided excerpt.
Joint filing and advisor attribution clarify group relationships, not an admission of Section 13(d) status.
The statement expressly notes that RP Investment Advisors LP is the investment advisor and that the reporting persons "may be deemed" a group; it also disclaims that filing is an admission of beneficial ownership under Section 13(d) or 13(g). This preserves flexibility in regulatory characterization.
Key items to monitor are any future changes to voting/dispositive power or group composition that would trigger Schedule 13D treatment; subsequent filings would disclose such shifts.
"This statement is jointly filed by and on behalf of each of RP Investment Advisors LP..."
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
shared dispositive powerregulatory
"Shared Dispositive Power 1,359,018.00"
beneficial ownerregulatory
"are the record and direct beneficial owners of the securities covered by this statement"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
Section 13(d) or 13(g)regulatory
"neither the filing of this statement nor anything herein shall be construed as an admission... Section 13(d) or 13(g)"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
BTC Development Corp.
(Name of Issuer)
Class A ordinary shares
(Title of Class of Securities)
G0701G109
(CUSIP Number)
05/11/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G0701G109
1
Names of Reporting Persons
RP Investment Advisors LP
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
ONTARIO, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,359,018.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,359,018.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,359,018.00
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)
5.2 %
12
Type of Reporting Person (See Instructions)
PN, IA, FI
Comment for Type of Reporting Person: Based upon 26,060,000 Class A ordinary shares outstanding following the issuance made pursuant to the initial public offering of the Issuer's units, as reported by the Issuer in its annual report on Form 10-K filed with the Securities and Exchange Commission on March 24, 2026.
SCHEDULE 13G
CUSIP Number(s):
G0701G109
1
Names of Reporting Persons
RP Select Opportunities Master Fund Ltd.
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,033,372.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,033,372.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,033,372.00
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)
3.9 %
12
Type of Reporting Person (See Instructions)
FI
Comment for Type of Reporting Person: Based upon 26,060,000 Class A ordinary shares outstanding following the issuance made pursuant to the initial public offering of the Issuer's units, as reported by the Issuer in its annual report on Form 10-K filed with the Securities and Exchange Commission on March 24, 2026.
SCHEDULE 13G
CUSIP Number(s):
G0701G109
1
Names of Reporting Persons
RP Debt Opportunities Fund Ltd.
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
51,148.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
51,148.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
51,148.00
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)
0.2 %
12
Type of Reporting Person (See Instructions)
FI
Comment for Type of Reporting Person: Based upon 26,060,000 Class A ordinary shares outstanding following the issuance made pursuant to the initial public offering of the Issuer's units, as reported by the Issuer in its annual report on Form 10-K filed with the Securities and Exchange Commission on March 24, 2026.
SCHEDULE 13G
CUSIP Number(s):
G0701G109
1
Names of Reporting Persons
RP Alternative Global Bond Fund
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
ONTARIO, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
113,587.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
113,587.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
113,587.00
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)
0.4 %
12
Type of Reporting Person (See Instructions)
FI
Comment for Type of Reporting Person: Based upon 26,060,000 Class A ordinary shares outstanding following the issuance made pursuant to the initial public offering of the Issuer's units, as reported by the Issuer in its annual report on Form 10-K filed with the Securities and Exchange Commission on March 24, 2026.
SCHEDULE 13G
CUSIP Number(s):
G0701G109
1
Names of Reporting Persons
RP Alternative Credit Opportunities Fund
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
ONTARIO, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
160,911.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
160,911.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
160,911.00
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)
0.6 %
12
Type of Reporting Person (See Instructions)
FI
Comment for Type of Reporting Person: Based upon 26,060,000 Class A ordinary shares outstanding following the issuance made pursuant to the initial public offering of the Issuer's units, as reported by the Issuer in its annual report on Form 10-K filed with the Securities and Exchange Commission on March 24, 2026.
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, PENNSYLVANIA, 19104
Item 2.
(a)
Name of person filing:
This statement is jointly filed by and on behalf of each of RP Investment Advisors LP, RP Select Opportunities Master Fund Ltd., RP Debt Opportunities Fund Ltd., RP Alternative Global Bond Fund and RP Alternative Credit Opportunities Fund (the "Funds"). RP Select Opportunities Master Fund Ltd., RP Debt Opportunities Fund Ltd., RP Alternative Global Bond Fund and RP Alternative Credit Opportunities Fund (the "Funds") are the record and direct beneficial owners of the securities covered by this statement. RP Investment Advisors LP is the investment advisor of, and may be deemed to beneficially own securities owned by, the Funds. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement. Each of the reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act.
Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the reporting persons is 39 Hazelton Avenue, Toronto, Ontario, Canada, M5R 2E3.
(c)
Citizenship:
See Item 4 on the cover page(s) hereto.
(d)
Title of class of securities:
Class A ordinary shares
(e)
CUSIP Number(s):
G0701G109
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:
See Item 9 on the cover page(s) hereto.
(b)
Percent of class:
See Item 11 on the cover page(s) hereto.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Item 5 on the cover page(s) hereto.
(ii) Shared power to vote or to direct the vote:
See Item 6 on the cover page(s) hereto.
(iii) Sole power to dispose or to direct the disposition of:
See Item 7 on the cover page(s) hereto.
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 on the cover page(s) hereto.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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 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.
RP Investment Advisors LP
Signature:
/s/ Richard Pilosof
Name/Title:
Richard Pilosof, Chief Executive Officer, RP Investment Advisors LP by its General Partner RP Investment Advisors GP Inc
Date:
05/12/2026
RP Select Opportunities Master Fund Ltd.
Signature:
/s/ Richard Pilosof
Name/Title:
Richard Pilosof, Chief Executive Officer, RP Investment Advisors LP by its General Partner RP Investment Advisors GP Inc
Date:
05/12/2026
RP Debt Opportunities Fund Ltd.
Signature:
/s/ Richard Pilosof
Name/Title:
Richard Pilosof, Chief Executive Officer, RP Investment Advisors LP by its General Partner RP Investment Advisors GP Inc
Date:
05/12/2026
RP Alternative Global Bond Fund
Signature:
/s/ Richard Pilosof
Name/Title:
Richard Pilosof, Chief Executive Officer, RP Investment Advisors LP by its General Partner RP Investment Advisors GP Inc
Date:
05/12/2026
RP Alternative Credit Opportunities Fund
Signature:
/s/ Richard Pilosof
Name/Title:
Richard Pilosof, Chief Executive Officer, RP Investment Advisors LP by its General Partner RP Investment Advisors GP Inc
What holdings does RP Investment Advisors report in BTC Development Corp. (BDCI)?
RP-related entities report shared holdings including 1,359,018 shares for RP Investment Advisors and 1,033,372 shares for RP Select Opportunities. Percentages are calculated from 26,060,000 shares outstanding as of March 24, 2026.
Does the Schedule 13G filing mean RP Investment Advisors controls BTC Development Corp.?
No. The filing shows shared voting and dispositive power across related funds and states it should not be construed as an admission of control under Section 13(d) or 13(g). The filing attributes advisory relationships, not outright control.
Which RP funds hold shares and what are their reported percentages?
Reported holdings include 1,359,018 shares (5.2%), 1,033,372 shares (3.9%), 160,911 shares (0.6%), 113,587 shares (0.4%), and 51,148 shares (0.2%), each based on 26,060,000 shares outstanding as of March 24, 2026.
Who signed the Schedule 13G for the RP reporting persons?
The filing is signed by Richard Pilosof, Chief Executive Officer of RP Investment Advisors LP, on behalf of RP Investment Advisors LP and the four RP funds, with signature dates shown as 05/12/2026.
Does the filing state whether RP Investment Advisors has sole voting power over these shares?
The filing shows 0 shares as sole voting power for each reporting person and lists the disclosed holdings as shared voting and dispositive power in the amounts stated.
