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BTC Digital Ltd. (BTCT) SEC Filings

BTCT NASDAQ

BTC Digital Ltd. filings document the company's foreign private issuer reporting through Form 6-K submissions, including press-release exhibits, unaudited consolidated financial statements, management's discussion and analysis, and incorporation by reference into Form S-3 and Form S-8 registration statements.

The filings record operating and corporate disclosure for BTCT's digital computing infrastructure business, including bitcoin mining equipment deployments, computing infrastructure initiatives, Ethereum reserve activity, shareholder meeting postponements, extraordinary general meeting results, proxy-related communications, ordinary-share voting matters, and cautionary forward-looking statement language.

Rhea-AI Summary

BTC Digital Ltd. (BTCT) filed a resale prospectus covering up to 18,421,050 Ordinary Shares, including 5,175,437 already issued shares and 13,245,613 shares issuable from Pre-Funded and Common Warrants, held by private-placement investors under a June 26, 2026 Securities Purchase Agreement.

The company received about $7 million from the private placement and may receive up to an additional $21 million if all Common Warrants are exercised, to fund working capital, R&D and general corporate purposes. BTC Digital is a Cayman holding company whose operating entities run a cryptocurrency mining business in the United States, and it highlights extensive risks from bitcoin price volatility, capital intensity of mining, PRC regulatory developments, HFCAA-related audit oversight, and possible Nasdaq delisting if listing standards or PRC rules change.

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Rhea-AI Summary

BTC Digital Ltd. (BTCT) is registering 18,421,050 Ordinary Shares for resale by selling shareholders, consisting of 5,175,437 existing shares and 13,245,613 shares issuable upon exercise of pre‑funded and common warrants issued in a June 26, 2026 private placement. BTCT will not receive proceeds from these resales.

The company has already raised approximately $7 million from the private placement and may receive up to an additional $21 million in gross proceeds if the common warrants are fully exercised, for working capital and general corporate purposes, including research and development. Shares outstanding were 11,800,567 before this offering and would be up to 30,221,617 if all warrants are exercised.

BTCT is a Cayman Islands holding company whose operations are conducted primarily by subsidiaries engaged in cryptocurrency mining in the United States. The prospectus highlights significant risks, including bitcoin price volatility, capital‑intensive mining operations, recent net losses and going‑concern uncertainty, evolving PRC regulatory oversight despite having no PRC subsidiaries, and potential impacts of the Holding Foreign Companies Accountable Act on its Nasdaq listing.

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Rhea-AI Summary

BTC Digital Ltd. (BTCT) reports that it has regained compliance with Nasdaq Listing Rule 5550(a)(2), the minimum bid price requirement of US$1.00 per share. Nasdaq notified the company that, for 10 consecutive business days from August 20, 2026 to September 2, 2026, the closing bid price of its ordinary shares was at or above US$1.00, closing the prior deficiency matter.

BTC Digital had previously received a deficiency notice on August 27, 2026 after its shares traded below US$1.00 for 30 consecutive business days and was granted a 180‑day cure period through February 23, 2027. The company also highlights its focus on blockchain and AI computing infrastructure, including cryptocurrency mining, mining farm construction, and data center operations.

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Rhea-AI Summary

BTC Digital Ltd. (BTCT) reports that Nasdaq has notified the company it is not in compliance with Nasdaq Rule 5550(a)(2) because its ordinary shares’ closing bid price was below $1.00 for 30 consecutive business days. BTC Digital has a 180-day compliance period, until February 23, 2027, to regain compliance.

The company will be deemed back in compliance if its closing bid price is at least $1.00 for a minimum of 10 consecutive business days within this window. If it still does not comply, it may receive an additional 180 days if other Nasdaq initial listing standards, including market value of publicly held shares, are met and it notifies Nasdaq of plans to cure the deficiency, potentially via a reverse stock split. Otherwise, its securities may be subject to delisting.

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Rhea-AI Summary

BTC Digital Ltd. (BTCT), a Cayman Islands holding company for U.S.-based cryptocurrency mining operations, has filed an amended Form F-1 to register the resale of up to 18,421,050 Ordinary Shares. These comprise 5,175,437 already-issued shares, 964,913 shares issuable upon exercise of Pre-Funded Warrants, and 12,280,700 shares issuable upon exercise of Common Warrants issued in a ~$7 million June 26, 2026 private placement.

The registration is solely for selling shareholders; BTC Digital will not receive proceeds from their resales but may receive up to ~$21 million if the Common Warrants are fully exercised, for total potential private-placement proceeds of ~$28 million, earmarked for working capital and general corporate purposes, including R&D. Ordinary Shares outstanding were 11,800,567 pre-offering and could rise to up to 30,221,617 if all warrants are exercised, implying substantial potential dilution.

BTC Digital’s business is highly exposed to bitcoin price volatility and mining economics; it generated $14.0 million of cryptocurrency revenue and a $9.1 million consolidated net loss in 2025, with disclosure of substantial doubt about its ability to continue as a going concern. The company currently has no PRC operating entities or PRC revenue but highlights evolving PRC overseas-listing rules, HFCAA-related audit inspection risk, and general regulatory uncertainty around digital assets. It has not paid dividends and intends to retain earnings. BTCT trades on Nasdaq, where the Ordinary Shares closed at $0.54 on July 28, 2026.

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Rhea-AI Summary

BTC Digital Ltd. reports that Ayrton Capital LLC, Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, and Waqas Khatri collectively report beneficial ownership of 1,008,485 ordinary shares of BTC Digital as of June 30, 2026. This position equals 9.99% of the class, based on 9,516,975 shares of common stock outstanding as of December 31, 2025 plus 569,889 shares issuable upon exercise of warrants held by the reporting persons. The holding consists of 438,596 common shares and 569,889 warrant shares, with all shares subject to a 9.99% beneficial ownership blocker. Each reporting person has sole voting and dispositive power over the 1,008,485 shares and no shared voting or dispositive power.

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Rhea-AI Summary

BTC Digital Ltd., a Cayman Islands company focused on U.S. cryptocurrency mining, is registering for resale up to 18,421,050 ordinary shares. These consist of 5,175,437 already issued shares, 964,913 shares issuable upon exercise of pre-funded warrants and 12,280,700 shares issuable upon exercise of common warrants issued in a June 26, 2026 private placement of approximately $7 million of shares and warrants.

The registration enables selling shareholders to resell their shares; BTC Digital will not receive proceeds from these resales, but may receive up to about $21 million if the common warrants are fully exercised, for total potential private placement proceeds of about $28 million. Ordinary shares outstanding were 11,800,567 before the offering and would be up to 30,221,617 if all warrants are exercised. The shares trade on Nasdaq as “BTCT”, which closed at $0.54 on July 28, 2026.

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Rhea-AI Summary

BTC Digital Ltd. completed a private placement financing, selling 6,140,350 Common Units (or Pre-Funded Units) for approximately $7 million in gross proceeds. Each unit includes one Ordinary Share or Pre-Funded Warrant plus two PIPE Common Warrants exercisable at $1.71 per share.

The warrants could provide up to an additional approximately $21 million of gross proceeds if fully exercised for cash. BTC Digital plans to use the funds, together with existing cash, to launch and build out an 8MW AI computing center in Georgia under a wholesale colocation model as part of its transition toward AI computing infrastructure.

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BTC Digital Ltd. beneficial owners led by Michael Bigger reported holdings on a Schedule 13G. As of June 26, 2026, each of Bigger Capital Fund, LP and District 2 Capital Fund LP beneficially owned 438,597 Ordinary Shares. The filing also discloses 877,194 Ordinary Shares issuable upon exercise of Common Warrants, each subject to a 4.99% beneficial ownership limitation. Percentages are calculated using 9,516,975 Ordinary Shares outstanding as of December 31, 2025 and an announced private placement of up to 6,140,350 Ordinary Shares in a press release dated June 26, 2026. The filing includes group and attribution statements and disclaimers by related entities and Mr. Bigger.

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FAQ

How many BTC Digital Ltd. (BTCT) SEC filings are available on StockTitan?

StockTitan tracks 27 SEC filings for BTC Digital Ltd. (BTCT), including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, and Form 4 insider trading disclosures. Each filing includes AI-generated summaries, impact scoring, and sentiment analysis.

When was the most recent SEC filing for BTC Digital Ltd. (BTCT)?

The most recent SEC filing for BTC Digital Ltd. (BTCT) was filed on September 18, 2026.