[SCHEDULE 13D] BTC Development Corp. SEC Filing

Rhea-AI Filing Summary

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.

Insights

SPAC governance specialist

13D confirms a controlling sponsor stake with voting commitments.

BTC Development Advisors LLC reports 4,095,833 Class B founder shares, or 11.79% of outstanding. These convert to Class A on a one-for-one basis at the business combination or at the holder’s option per the charter. Betsy Z. Cohen shares voting and investment power as manager of Advisors.

The Insider Letter commits the holder to vote for any proposed combination and not redeem in related shareholder actions, reinforcing deal execution alignment typical for SPACs. Lock-ups and redemption waivers limit near-term liquidity of founder shares.

A registration rights agreement provides demand and piggyback rights, indicating a pathway to liquidity after applicable restrictions. The filing also notes the founder share purchase for $25,000 (about $0.003 per share). Actual market impact depends on future combination outcomes and conversion timing.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

BTC Development Corp.

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G0701G109

(CUSIP Number)

Betsy Z. Cohen
2929 Arch Street, Suite 1703,
Philadelphia, PA, 19104
(267) 703-4396

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/01/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G0701G109

1

Name of reporting person

BTC Development Advisors LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,095,833.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,095,833.00

11

Aggregate amount beneficially owned by each reporting person

4,095,833.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.79 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Comprised of 4,095,833 Class B ordinary shares. The Class B shares will automatically convert into Class A shares at the time of the Issuer's initial business combination, or at any time and from time to time at the option of the holder, on a one-for-one basis, subject to certain adjustments described in the Issuer's charter documents.

SCHEDULE 13D

CUSIP No. G0701G109

1

Name of reporting person

COHEN BETSY Z

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,095,833.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,095,833.00

11

Aggregate amount beneficially owned by each reporting person

4,095,833.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.79 %

14

Type of Reporting Person (See Instructions)

IN, HC

Comment for Type of Reporting Person:

Comprised of 4,095,833 Class B ordinary shares. The Class B shares will automatically convert into Class A shares at the time of the Issuer's initial business combination, or at any time and from time to time at the option of the holder, on a one-for-one basis, subject to certain adjustments described in the Issuer's charter documents. Ms. Cohen is the manager of BTC Development Advisors LLC and shares voting and investment power over shares held by those entities and disclaims beneficial ownership over any securities in which she does not have any pecuniary interest.

SCHEDULE 13D

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).

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.

BTC Development Advisors LLC

Signature:	/s/ Betsy Z. Cohen
Name/Title:	Betsy Z. Cohen
Date:	10/06/2025

COHEN BETSY Z

Signature:	/s/ Betsy Z. Cohen
Name/Title:	Betsy Z. Cohen
Date:	10/06/2025

FAQ

What ownership stake did BTC Development Advisors LLC disclose in BDCIU?

Advisors reported beneficial ownership of 4,095,833 Class B shares, representing 11.79% of outstanding shares.

How do the Class B shares in BDCIU convert to Class A?

The Class B shares convert into Class A on a one-for-one basis at the initial business combination or at the holder’s option, subject to charter adjustments.

What were BDCIU’s total shares outstanding at IPO close?

As of October 1, 2025, shares outstanding totaled 34,746,667: 25,300,000 Class A, 760,000 private placement units, and 8,686,667 Class B.

What voting and redemption commitments were disclosed for BDCIU?

Advisors and Ms. Cohen agreed to vote in favor of any proposed business combination and not to redeem in related votes or tender offers.

Does the BDCIU filing include registration rights?

Yes. A registration rights agreement grants demand and piggyback rights, subject to customary conditions and underwriter limits.

Who holds voting power over the reported BDCIU shares?

Voting and dispositive power over 4,095,833 shares is shared by Advisors and Betsy Z. Cohen; sole power is 0.

What was the founder share purchase price disclosed by BDCIU’s sponsor?

Founder shares were purchased for an aggregate of $25,000, approximately $0.003 per share.