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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): October 1, 2025
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 1703
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-fourth of one redeemable warrant |
|
BDCIU |
|
The Nasdaq
Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
BDCI |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share |
|
BDCIW |
|
The Nasdaq Stock Market LLC |
Item 8.01. Other Events.
On October 1, 2025, BTC Development
Corp. (the “Company”) consummated the sale of 25,300,000 units (the “Units”) in its initial public offering
(the “IPO”), including the exercise in full by the underwriters of an option to purchase up to 3,300,000 Units at the
offering price to cover over-allotments. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of
$253,000,000. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary
Shares”), and one-fourth of one redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant
entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment as provided in the Company’s
registration statement on Form S-1, initially filed with the Securities and Exchange Commission on August 19, 2025 (File No. 333-289705).
On October 1, 2025, simultaneously
with the consummation of the IPO, the Company consummated the issuance and sale (“Private Placement”) of 760,000 Units
(the “Placement Units”) in a private placement transaction at a price of $10.00 per Placement Unit, generating gross
proceeds of $7,600,000. 173,250 Placement Units were purchased by Cohen & Company Capital Markets, a division of Cohen & Company
Securities, LLC, 74,250 Placement Units were purchased by Keefe, Bruyette & Woods, Inc. and 512,500 Placement Units were purchased
by one of the Company’s sponsors, BTC Development Sponsor LLC.
A total of $253,000,000 of
the net proceeds from the IPO and the Private Placement (which includes $10,780,000 of the Underwriters’ deferred discount) were
placed in a trust account established for the benefit of the Company’s public shareholders, with Continental Stock Transfer &
Trust Company acting as trustee.
An audited balance sheet as
of October 1, 2025 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company
and is included 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 |
|
Audited balance sheet of the Company as of October 1, 2025. |
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: October 7, 2025 |
BTC DEVELOPMENT CORP. |
| |
|
| |
By: |
/s/ R. Maxwell Smeal |
| |
Name: |
R. Maxwell Smeal |
| |
Title: |
Chief Financial Officer and Secretary |
2
