UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2026
Commission File Number: 001-39258
BTC Digital Ltd.
61 Robinson Road Level 6 & 7
#738, Singapore 068893
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form
40-F ☐
On June 26, 2026, BTC Digital Ltd. (the “Company”)
entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Purchasers”),
pursuant to which the Company agreed to sell 6,140,350 Common Units (or Pre-Funded Units) for approximately $7,000,000 (the “Offering”).
Each Common Unit consists of (i) one (1) ordinary share, par value $0.06 per share (an “Ordinary Share”), or one (1)
pre-funded warrant and (ii) two (2) PIPE Common Warrants, each exercisable for one (1) Ordinary Share at an exercise price of $1.71 per
warrant share. The price per Common Unit was $1.14 (or $1.13999 per Pre-Funded Unit, equal to the price per Common Unit less the nominal
exercise price of each Pre-Funded Warrant). On June 29, 2026, the Company issued a press release announcing the closing of the Offering.
Each Pre-Funded Warrant is exercisable for one
(1) Ordinary Share at a nominal exercise price of $0.00001 per share, with the aggregate exercise price having been pre-funded to the
Company on or prior to the Initial Exercise Date, and is exercisable immediately upon issuance until exercised in full. Alternatively,
the Pre-Funded Warrants may be exercised on a cashless basis. For each Pre-Funded Unit sold in the offering, the number of Common Units
in the offering will be decreased on a one-for-one basis.
The initial exercise price of each PIPE Common
Warrant is $1.71 per Ordinary Share. The PIPE Common Warrants are exercisable immediately and expire 60 months after the initial issuance
date. The number of Ordinary Shares issuable under the PIPE Common Warrants are subject to adjustments for stock splits, dividends,
and fundamental transactions as further described in the PIPE Common Warrant. The PIPE Common Warrants may be exercised on a cashless
basis if there is no effective registration statement registering the issuance or resale of the warrant shares at the time of exercise.
Subject to limited exceptions, a Purchaser may
not exercise any portion of its Pre-Funded Warrants or PIPE Common Warrants to the extent that, upon such exercise, such Purchaser would
own more than 4.99% (or 9.99% at such Purchaser’s election) of the Ordinary Shares then outstanding immediately after such exercise.
At such Purchaser’s option, upon notice to the Company, such Purchaser may increase or decrease this beneficial ownership limitation
not to exceed 9.99% of the Ordinary Shares then outstanding, provided that any such increase shall become effective upon 61 days’
prior notice to the Company.
In connection with the Offering, the Company and
the Purchasers entered into a Registration Rights Agreement, pursuant to which the Company is required
to file a registration statement covering the resale of the securities underlying the aforementioned warrants within 30 calendar days
of the closing of the Offering.
The Company
also entered into a Placement Agent Agreement with Aegis Capital Corp., (“Aegis”),
pursuant to which the Company engaged Aegis to act as its sole placement agent in connection with the Offering on a best-efforts basis.
The Company paid Aegis a commission equal to 7% of the aggregate gross proceeds from the Offering for its services, plus 3.0% of the aggregate
gross proceeds received by the Company upon exercise of the PIPE Common Warrants sold in the Offering. In addition, the Company reimbursed
Aegis for certain out-of-pocket expenses, including reasonable legal fees.
The Offering consists of private placement to
certain eligible Purchasers pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
The securities sold in the Offering have not been registered under the Securities Act, or the securities laws of any other jurisdiction,
and may not be offered or sold in the United States absent registration under or an applicable exemption from such registration requirements.
This Report on Form 6-K does not constitute an offer to sell, or a solicitation of an offer to purchase, the Common Units in any jurisdiction
in which such offer or solicitation would be unlawful.
Copies of the forms of Pre-Funded Warrant and
PIPE Common Warrant, and the Securities Purchase Agreement, Registration Rights Agreement and Placement Agent Agreement, are filed as
Exhibits 4.1, 4.2, 10.1, 10.2 and 10.3, respectively, to this Report and are incorporated by reference herein. The foregoing summaries
of such documents are subject to, and qualified in their entirety by reference to, such exhibits.
The Company previously announced the Offering
in a press release issued on June 26, 2026, which is attached hereto as Exhibit 99.1 and incorporated herein. The press release issued
on June 29, 2026 announcing the closing is attached hereto as Exhibit 99.2.
SIGNATURES
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, thereunto duly authorized.
| |
BTC Digital Ltd. |
| |
|
|
| Date: July 6, 2026 |
By: |
/s/ Siguang Peng |
| |
Name: |
Siguang Peng |
| |
Title: |
Chief Executive Officer |
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 4.1 |
|
Form of PIPE Pre-Funded Warrant |
| 4.2 |
|
Form of PIPE Common Warrant |
| 10.1 |
|
Form of Securities Purchase Agreement between the Company and certain purchasers, dated June 26, 2026 |
| 10.2 |
|
Form of Registration Rights Agreement between the Company and certain purchasers, dated June 26, 2026 |
| 10.3 |
|
Form of Placement Agent Agreement between the Company and Aegis Capital Corp., dated June 26, 2026 |
| 99.1 |
|
Press Release by BTC Digital Ltd. dated June 26, 2026 |
| 99.2 |
|
Press Release by BTC Digital Ltd. dated June 29, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the inline XBRL document) |
Exhibit 99.1
BTC Digital Ltd. Announces Private Placement
Financing of up to $28 Million
$7 million in upfront proceeds with the potential
to receive up to an additional approximately $21 million of potential aggregate gross proceeds upon the exercise in full of warrants.
SINGAPORE, JUNE 26, 2026 (PRNEWSWIRE) --
BTC Digital Ltd. (NASDAQ: BTCT) (the “Company”), a Nasdaq-listed digital computing infrastructure company, today announced
that it has entered into definitive agreements with institutional investors for the purchase and sale of approximately $7 million of Ordinary
Shares and pre-funded and investor warrants at a price of $1.14 per Common Unit.
The offering consisted of the sale of 6,140,350
Common Units (or Pre-Funded Units), each consisting of (i) one (1) Ordinary Share or one (1) Pre-Funded Warrant and (ii) two (2) PIPE
Common Warrants to purchase one (1) Ordinary Share per warrant at an exercise price of $1.71. The offering price per Common Unit is $1.14
(or $1.13999 for each Pre-Funded Unit, which is equal to the offering price per Common Unit sold in the offering minus an exercise price
of $0.00001 per Pre-Funded Warrant). The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until exercised
in full. For each Pre-Funded Unit sold in the offering, the number of Common Units in the offering will be decreased on a one-for-one
basis. The initial exercise price of each Common Warrant is $1.71 per Ordinary Share. The Common Warrants are exercisable immediately
and expire 60 months after the initial issuance date. The exercise price and number of shares issuable under the Common Warrant is subject
to adjustment as described in more detail in the report on Form 6-K filed in connection with the offering.
Gross proceeds to the Company are expected to
be approximately $7 million. The potential additional gross proceeds to the Company from the Common Warrants, if fully-exercised on a
cash basis, will be approximately $21 million. No assurance can be given that any of warrants will be exercised. The transaction is expected
to close on or about June 29, 2026, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds
from the offering, together with its existing cash, for general corporate purposes and working capital.
Aegis Capital Corp. is acting as exclusive
placement agent for the private placement. VCL Law LLP is acting as U.S. counsel to the Company. Kaufman & Canoles, P.C. is acting
as U.S. counsel to Aegis Capital Corp.
The securities described above are being sold
in a private placement transaction not involving a public offering and have not been registered under the Securities Act of 1933, as amended
(the “Securities Act”), or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in
the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements
of the Securities Act and such applicable state securities laws. The securities were offered only to accredited investors. Pursuant to
a registration rights agreement with the investors, the Company has agreed to file one or more registration statements with the SEC covering
the resale of the Ordinary Shares and the Shares issuable upon exercise of the pre-funded warrants and warrants.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About BTC Digital Ltd.
BTC Digital Ltd. is a digital computing infrastructure
company with operations and strategic initiatives in blockchain infrastructure and AI computing infrastructure. The Company is currently
engaged in businesses including cryptocurrency mining, mining farm construction, data center operation, and related business activities,
while it is also advancing the development of AI computing infrastructure and related services in North America.
Forward-Looking Statements
The foregoing material may contain “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including
without limitation statements regarding the Company’s product development and business prospects, and can be identified by the use
of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,”
“plan,” “believe,” “potential,” “should,” “continue” or the negative versions
of those words or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking
statements are based on information currently available to the Company and its current plans or expectations and are subject to a number
of risks and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize,
or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected,
intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable,
the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the security
laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to
actual results.
For more information, please visit: https://btct.us/
Exhibit 99.2
BTC Digital Ltd. Announces Closing of Private
Placement Financing of up to $28 Million, Accelerating the Expansion of Its AI Computing Business
Approximately US$7 million in upfront proceeds
received; financing funds the phased build-out of an 8MW AI computing center in Georgia, U.S., advancing its strategic transition toward
AI computing infrastructure.
SINGAPORE, JUNE 29, 2026 (PRNEWSWIRE) --
BTC Digital Ltd. (the “Company”) (NASDAQ: BTCT), a Nasdaq-listed digital computing infrastructure company, today announced
the closing of its previously announced private placement financing to institutional investors, marking the official launch of its 8 megawatt
(“MW”) artificial intelligence (“AI”) computing center in Georgia, U.S. The financing delivered approximately
US$7.0 million in upfront aggregate gross proceeds and, together with the related warrants sold in the financing, represents aggregate
potential gross proceeds of up to approximately US$28 million. The Company intends to deploy this capital directly toward accelerating
its transition from cryptocurrency mining to AI computing infrastructure.
Mr. Siguang Peng, Chief Executive Officer of BTC
Digital Ltd., commented, “This financing will enable us to convert the scarce resources already in our hands, locked-in power and
owned sites, into revenue-generating AI computing as quickly as possible. It is a pragmatic growth path we can keep validating step by
step.”
Use of Proceeds
The approximately US$7 million raised in this
financing is intended to fund the first phase of construction at the Georgia site, including liquid-cooling and power-supply equipment,
retrofitting of existing facilities, and formation of a data center operations team. The Company expects to bring part of the first-phase
capacity into operation within approximately six months and to begin generating AI computing hosting revenue after it signs its first
anchor tenant. Subsequent phases are expected to proceed in line with tenant demand, operating performance, and future financing, with
the goal of scaling the site to approximately 20MW (a total site load of approximately 25MW).
Strategic Rationale and Advantages of the Georgia
Site
Under a wholesale colocation model, the Company
supplies power, data center space, networking, and operations and maintenance, billing recurring rent per kilowatt each month, while customers
bring their own GPUs and bear the related hardware costs and depreciation risk.
The Georgia site offers clear structural advantages:
a total site load of 25MW, of which 20MW is approved and backed by a dedicated substation; 62 acres of owned land with no ground rent;
and a completed steel building that lets equipment be deployed indoors immediately, with no new facility to construct.
With AI computing demand surging and power now
the industry’s primary bottleneck, the Company believes its locked-in, low-cost power and owned sites position it to capture that
demand at attractive economics. The Company’s actual use of proceeds may vary from the current intentions and will depend on a number
of factors, including market conditions, strategic opportunities, competitive dynamics, regulatory developments and the Company’s
financial performance. No assurance can be given that any of the warrants will be exercised to provide the Company with additional potential
gross proceeds. Furthermore, there can be no assurance that the Company will be able to deploy the proceeds as currently intended or achieve
its strategic objectives.
The Offering
The offering consisted of the sale of 6,140,350
Common Units (or Pre-Funded Units), each consisting of (i) one (1) Ordinary Share or one (1) Pre-Funded Warrant and (ii) two (2) PIPE
Common Warrants to purchase one (1) Ordinary Share per warrant at an exercise price of $1.71. The price per Common Unit was $1.14 (or
$1.13999 for each Pre-Funded Unit, which is equal to the offering price per Common Unit sold in the offering minus an exercise price of
$0.00001 per Pre-Funded Warrant). The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until exercised
in full. For each Pre-Funded Unit sold in the offering, the number of Common Units in the offering will be decreased on a one-for-one
basis. The initial exercise price of each Common Warrant is $1.71 per Ordinary Share. The Common Warrants are exercisable immediately
and expire 60 months after the initial issuance date. The exercise price and number of shares issuable under the Common Warrants are subject
to adjustment as described in more detail in the report on Form 6-K filed in connection with the offering.
Gross proceeds to the Company were approximately
$7.0 million. The potential additional gross proceeds to the Company from the Common Warrants, if fully-exercised on a cash basis, will
be approximately $21 million. No assurance can be given that any of the warrants will be exercised. The transaction closed on June 29,
2026. The Company expects to use the net proceeds from the offering, together with its existing cash, for general corporate purposes and
working capital.
Aegis Capital Corp. acted as exclusive placement
agent for the private placement. VCL Law LLP acted as U.S. counsel to the Company. Kaufman & Canoles, P.C. acted as U.S. counsel to
Aegis Capital Corp.
The securities described above were sold in a
private placement transaction not involving a public offering and have not been registered under the Securities Act of 1933, as amended
(the “Securities Act”), or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in
the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements
of the Securities Act and such applicable state securities laws. The securities were offered only to accredited investors. Pursuant to
a registration rights agreement with the investors, the Company has agreed to file one or more registration statements with the SEC covering
the resale of the Ordinary Shares and the Shares issuable upon exercise of the pre-funded warrants and warrants.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About BTC Digital Ltd.
BTC Digital Ltd. is a digital computing infrastructure
company with operations and strategic initiatives in blockchain infrastructure and AI computing infrastructure. The Company is currently
engaged in businesses including cryptocurrency mining, mining farm construction, data center operation, and related business activities,
while it is also advancing the development of AI computing infrastructure and related services in North America.
Forward-Looking Statements
The foregoing material may contain “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including
without limitation statements regarding the Company’s product development and business prospects, and can be identified by the use
of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,”
“plan,” “believe,” “potential,” “should,” “continue” or the negative versions
of those words or other comparable words. Forward-looking statements are not guarantees of future actions, business performance, market
opportunities or future financial results. These forward-looking statements are based on information currently available to the Company
and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans.
Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results may differ
significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the Company believes that the expectations
reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance, or achievements.
Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of
the forward-looking statements to conform these statements to actual results.
For more information, please visit: https://btct.us/
