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BTC Development Corp. received a significant ownership disclosure from TD entities. As of December 31, 2025, TD Securities (USA) LLC and The Toronto-Dominion Bank and affiliates reported beneficial ownership of 1,332,581 Class A ordinary shares of BTC Development Corp., representing 5.1% of the class.
Within this stake, The Toronto-Dominion Bank has sole voting and dispositive power over 1,200,000 shares, while TD Securities (USA) LLC controls 132,581 shares. The TD entities state that the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of BTC Development Corp.
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.
BTC Development Corp. filed its quarterly report, showing limited operating activity as a newly public blank-check company preparing for its Initial Public Offering. For the quarter ended September 30, 2025, the company reported a net loss of $58,813, driven by formation, general and administrative costs. Cash was $2,886,023 and cash held in a preliminary trust account was $2,000,000 as of quarter-end.
After the quarter, the company completed its IPO on October 1, 2025, selling 25,300,000 units at $10.00 each, including the full over‑allotment, for $253,000,000 in gross proceeds, and a concurrent private placement of 760,000 placement units for $7,600,000. Transaction costs totaled $16,037,284, including $4,400,000 cash underwriting fees and $10,780,000 deferred underwriting fees. $253,000,000 was placed in the Trust Account at closing.
Each unit includes one Class A ordinary share and one‑fourth of a redeemable warrant, with whole warrants exercisable at $11.50 per share. The company has up to 24 months from the IPO closing (or 27 months with a signed definitive agreement) to complete a business combination. As of November 12, 2025, Class A shares outstanding were 26,060,000 and Class B were 8,686,667.
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.
BTC Development Corp. (BDCIU) — Schedule 13D filed disclosing significant ownership. BTC Development Advisors LLC reported beneficial ownership of 4,095,833 Class B ordinary shares, representing 11.79% of the issuer’s outstanding shares. Betsy Z. Cohen, as manager of Advisors, shares voting and dispositive power over these shares.
The 4,095,833 shares are Class B founder shares that convert into Class A on a one-for-one basis at the initial business combination or at the holder’s option, subject to adjustments in the charter. As of the IPO closing on October 1, 2025, total shares outstanding across all classes were 34,746,667, comprising 25,300,000 Class A shares, 760,000 private placement units, and 8,686,667 Class B shares.
Under an Insider Letter, Advisors and Ms. Cohen agreed to vote in favor of any proposed business combination and not to redeem in related votes or tender offers. They also agreed to lock-up and redemption waivers consistent with SPAC norms. A registration rights agreement provides demand and piggyback rights, subject to customary limits.
BTC Development Sponsor LLC and its managers disclosed beneficial ownership of 5,103,334 shares of BTC Development Corp., representing 14.69% of the outstanding share classes as of the IPO closing on October 1, 2025.
The stake comprises 512,500 Class A shares and 4,590,834 Class B shares that convert into Class A on a one-for-one basis at the initial business combination or at the holder’s option, subject to adjustments. The aggregate purchase price for the reported ordinary shares was $5,150,000, including $25,000 for founder shares and $5,125,000 for 512,500 Placement Units at $10.00 per unit. Each unit includes one Class A share and one-quarter of a warrant exercisable at $11.50 per share; the warrants are not exercisable within 60 days.
The reporting persons agreed to vote in favor of any proposed business combination and not redeem shares in connection with that vote. The Placement Units and underlying securities are subject to a lock-up until 30 days after the initial business combination, and the parties hold customary registration rights.