BDCIU IPO complete: 25.3M units sold; $7.6M private placement

Rhea-AI Filing Summary

BTC Development Corp. closed its IPO, selling 25,300,000 units at $10.00 each for $253,000,000 in gross proceeds, including the underwriters’ full exercise of the 3,300,000‑unit over‑allotment option.

At the same time, the company completed a private placement of 760,000 units at $10.00 for $7,600,000, purchased by Cohen & Company Capital Markets (173,250 units), Keefe, Bruyette & Woods (74,250 units) and a sponsor affiliate (512,500 units). The company placed $253,000,000 of net proceeds in a trust account, which includes $10,780,000 of deferred underwriting discount. Each unit includes one Class A ordinary share and one‑fourth of a redeemable warrant; each whole warrant is exercisable at $11.50 per share, subject to adjustment. An audited balance sheet as of October 1, 2025 was filed as Exhibit 99.1.

Insights

Capital markets analyst

SPAC IPO closed with over-allotment; proceeds placed in trust.

BTC Development Corp. completed a SPAC IPO, issuing 25,300,000 units at $10.00 for gross proceeds of $253,000,000, with the over‑allotment fully exercised. A concurrent private placement added 760,000 units for $7,600,000. Each unit includes a quarter‑warrant; whole warrants are exercisable at $11.50 per share.

The company deposited $253,000,000 of net proceeds into a trust account, which includes a deferred underwriting discount of $10,780,000. This structure is typical for SPACs and preserves capital while the company pursues a business combination.

Execution will depend on future deal activity and warrant dynamics. Subsequent filings may provide details on any proposed transaction, redemption levels, and warrant treatment.

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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.

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: October 7, 2025	BTC DEVELOPMENT CORP.
	By:	/s/ R. Maxwell Smeal
	Name:	R. Maxwell Smeal
	Title:	Chief Financial Officer and Secretary

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FAQ

What did BDCIU announce in its 8-K?

The company closed its IPO, selling 25,300,000 units at $10.00 for $253,000,000, and completed a $7,600,000 private placement of 760,000 units.

How many units did BTC Development Corp. sell and at what price?

It sold 25,300,000 units at $10.00 per unit, including the full exercise of the 3,300,000‑unit over‑allotment option.

How much was placed in the SPAC trust account for BDCIU?

$253,000,000 of net proceeds were placed in the trust account, which includes $10,780,000 of deferred underwriting discount.

What are the warrant terms for BDCIW?

Each unit includes one‑fourth of a redeemable warrant; each whole warrant allows purchase of one Class A ordinary share at $11.50, subject to adjustment.

Who purchased the private placement units?

Cohen & Company Capital Markets bought 173,250 units, Keefe, Bruyette & Woods bought 74,250, and a sponsor affiliate bought 512,500.

What financial statement did the company file?

An audited balance sheet as of October 1, 2025 was filed as Exhibit 99.1.