| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, par value $0.0001 per share |
| (b) | Name of Issuer:
BTC Development Corp. |
| (c) | Address of Issuer's Principal Executive Offices:
2929 Arch Street, Suite 1703, Philadelphia,
PENNSYLVANIA
, 19104. |
Item 1 Comment:
Securities Acquired: BTC Development Sponsor LLC ("Sponsor") initially acquired Class B ordinary shares, par value $0.0001 per share ("Class B Shares"), as part of the formation and initial capitalization of BTC Development Corp. (the "Issuer"). On September 5, 2025, Sponsor transferred to BTC Development Advisors LLC ("Advisors") 4,095,833 Class B Shares.
Issuer: BTC Development Corp.
2929 Arch Street, Suite 1703
Philadelphia, PA 19104 |
| Item 2. | Identity and Background |
|
| (a) | (i) Advisors, which is the holder of record of approximately 11.79% of the issued and outstanding shares of all share classes of the Issuer (34,746,667) based on the number of Class A Shares (25,300,000), private placement units (760,000), and Class B Shares (8,686,667) outstanding as of the closing of the Issuer's initial public offering on October 1, 2025 (the "IPO");
(ii) Advisors is a limited liability company, which is solely managed by Betsy Z. Cohen. |
| (b) | The address of the principal business and principal office of each of Advisors and Ms. Cohen is c/o Cohen Circle, LLC, 2929 Arch Street, Suite 1703, Philadelphia, PA 19104. |
| (c) | Advisors' principal business is to act as the Issuer's sponsor and holder of all Class B Shares. The principal occupation of Ms. Cohen is to serve as a director of the Issuer. |
| (d) | None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | None of the Reporting Persons has, during the last five years, been a party to civil proceeding of a judicial administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Advisors is a Delaware limited liability company. Ms. Cohen is a citizen of the United States. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | The aggregate purchase price for the ordinary shares currently beneficially owned by the Reporting Persons was the $25,000 purchase price for the founder shares (or approximately $0.003 per share). The source of these funds was the capital of Advisors. |
| Item 4. | Purpose of Transaction |
| | Upon our incorporation, the Sponsor paid certain offering costs totaling $25,000 and subsequently received 8,686,667 founder shares in exchange. On September 5, 2025, Sponsor transferred to Advisors 4,095,833 Class B Shares.
The ordinary shares owned by the Reporting Persons have been acquired for investment purposes. The Reporting Persons may make further acquisitions of the Issuer's securities from time to time, however, all of such shares are subject to lock-up restrictions as further described in Item 6 below.
Except for the foregoing, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) and (c) through (j) of Item 4 of Schedule 13D.
With respect to paragraph (b) of Item 4, the Issuer is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. Under various agreements between the Issuer and the Reporting Persons as further described in Item 6 below, Advisors and Ms. Cohen have agreed (A) to vote their shares in favor of any proposed business combination and (B) not to redeem any shares in connection with a shareholder vote (or tender offer) to approve (or in connection with) a proposed initial business combination. The Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose or formulate plans or proposals with respect to the Issuer. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Advisors
a) Amount beneficially owned: 4,095,833 Percentage: 11.79%
Betsy Z. Cohen
a) Amount beneficially owned: 4,095,833 Percentage: 11.79% |
| (b) | Advisors
b) Number of shares to which the Reporting Person has:
i. Sole power to vote or to direct the vote: 0
ii. Shared power to vote or to direct the vote: 4,095,833
iii. Sole power to dispose or to direct the disposition of: 0
iv. Shared power to dispose or to direct the disposition of: 4,095,833
Betsy Z. Cohen
b) Number of shares to which the Reporting Person has:
i. Sole power to vote or to direct the vote: 0
ii. Shared power to vote or to direct the vote: 4,095,833
iii. Sole power to dispose or to direct the disposition of: 0
iv. Shared power to dispose or to direct the disposition of: 4,095,833
Advisors is controlled by its manager, Betsy Z. Cohen. Ms. Cohen may be deemed to have beneficial ownership of securities reported herein, however, she disclaims any ownership of securities reported herein other than to the extent of any pecuniary interest she may have therein, directly or indirectly. |
| (c) | None of the Reporting Persons has effected any transactions of ordinary shares during the 60 days preceding the date of this report, except as described in Item 4 and Item 6 of this Schedule 13D which information is incorporated herein by reference. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Insider Letter
In connection with the IPO, the Issuer, Advisors, Ms. Cohen and certain other parties thereto, entered into a letter agreement (the "Insider Letter"). Pursuant to the Insider Letter, the parties agreed to waive: (i) their redemption rights with respect to their Class B Shares and public shares in connection with the completion of the initial business combination, (ii) their redemption rights with respect to any Class B Shares and public shares held by them in connection with a shareholder vote to amend the Issuer's charter (A) to modify the substance or timing of Issuer's obligation to allow redemption in connection with its initial business combination or to redeem 100% of its public shares if it does not complete its initial business combination within 24 months (or 27 months, as applicable) from the closing of the IPO or (B) with respect to any other provision relating to shareholders' rights or pre-initial business combination activity; and (iii) their rights to liquidating distributions from the Issuer's trust account with respect to Class B Shares if the Issuer fails to complete its initial business combination within 24 months (or 27 months, as applicable) from the closing of the IPO (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if the Issuer fails to complete its initial business combination within the prescribed time frame). Sponsor also agreed that in the event of the liquidation of the Trust Account of the Issuer (as defined in the Insider Letter), it will indemnify and hold harmless the Issuer against any and all loss, liability, claims, damage and expense whatsoever which the Issuer may become subject to as a result of any claim by any vendor or other person who is owed money by the Issuer for services rendered or products sold to or contracted for the Issuer, or by any target business with which the Issuer has discussed entering into a transaction agreement, but only to the extent necessary to ensure that such loss, liability, claim, damage or expense does not reduce the amount of funds in the Trust Account; provided that such indemnity shall not apply if such vendor or prospective target business executes an agreement waiving any claims against the Trust Account.
The description of the Letter Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on October 3, 2025 (and is incorporated by reference herein as Exhibit 10.1).
Registration Rights Agreement
In connection with the IPO, the Issuer, Sponsor, Advisors and certain other parties entered into a registration rights agreement pursuant to which certain demand and "piggyback" registration rights were granted, which will be subject to customary conditions and limitations, including the right of the underwriters of an offering to limit the number of shares offered.
The summary of such registration rights agreement contained herein is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer with the SEC on October 3, 2025 (and is incorporated by reference herein as Exhibit 10.2). |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 10.1 Letter Agreement, dated September 29, 2025, by and among the Issuer, its officers and directors and BTC Development Sponsor LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-42873) filed with the SEC on October 3, 2025).
Exhibit 10.2 Registration Rights Agreement, dated September 29, 2025, between the Issuer and certain security holders of the Issuer (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K (File No. 001-42873) filed with the SEC on October 3, 2025). |
