Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:
This report on Form 6-K (the “Report”)
shall be deemed to be incorporated by reference into the registration statement on Form S-3 of BTC Digital Ltd. (File No. 333-283367),
including any prospectuses forming a part of such registration statement, and to be a part thereof from the date on which this Report
is filed with the U.S. Securities and Exchange Commission (the “SEC”), to the extent not superseded by documents or reports
subsequently filed or furnished.
On May 26, 2026, BTC Digital Ltd. (the “Company”) entered
into a loan agreement with the Company’s Chief Executive Officer and Chief Financial Officer, pursuant to which the officers agreed
to provide the Company with non-convertible and unsecured loans in an aggregate principal amount of US$1,000,000 for working capital and
general corporate purposes.
The loans bear interest at a rate of 12% per annum and mature one year
following disbursement. The loans are denominated in U.S. dollars and may be funded in Tether (USDT) pursuant to the terms of the loan
agreement.
The foregoing description of the loan agreement is qualified in its
entirety by reference to the full text of the loan agreement, which is filed as Exhibit 99.1 to this Report.
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.
Exhibit 99.1
Loan
Agreement — BTC Digital Ltd.
LOAN AGREEMENT
Date of Execution: May 26, 2026
This Loan Agreement (this “Agreement”)
is entered into as of May 26, 2026 by and among the following parties:
| Lenders |
Siguang Peng, the Chief Executive Officer of the Borrower, and Yupeng Guo, the Chief Financial Officer of the Borrower, each an individual (each, a “Lender” and collectively, the “Lenders”) |
| Borrower |
BTC Digital Ltd., a publicly traded company (the “Borrower” or the “Company”) |
| Principal Amount |
USD 1,000,000 in aggregate, comprised of USD 500,000 from Siguang Peng and USD 500,000 from Yupeng Guo, to be funded in equivalent USDT as a payment method only by transfer to the Borrower’s designated Binance wallet in one or more tranches according to the Company’s funding needs |
| Purpose |
To supplement the Company’s working capital and for general corporate working capital purposes |
| Interest Rate |
Twelve percent (12%) per annum, simple interest |
The Lenders and the Borrower are referred
to herein individually as a “Party” and collectively as the “Parties”.
Article 1 — Loan Amount
Article 1.1 Subject to the terms and
conditions of this Agreement, each Lender severally, and not jointly, agrees to make available to the Borrower a loan in the principal
amount of Five Hundred Thousand United States Dollars (USD 500,000), for an aggregate principal amount of One Million United States Dollars
(USD 1,000,000) (the “Loan”).
Article 1.2 The Loan shall be denominated
in United States Dollars. Each Lender’s respective maximum funding obligation shall be USD 500,000, payable by such Lender in an
amount of Tether (USDT) equivalent to the applicable USD-denominated tranche amount at the time of each disbursement, based on the applicable
conversion or exchange rate reasonably agreed by the Parties or evidenced by the relevant transaction records. The Loan may be funded
in one or more tranches according to the Company’s funding needs and the written drawdown instructions issued by the Borrower in
accordance with Article 4.
Article 1.3 For all purposes under
this Agreement, including repayment obligations, interest calculation, accounting treatment, financial statement presentation, audit support
and public disclosure, the principal amount, outstanding balance, accrued interest and all other monetary obligations shall be measured
and recorded in United States Dollars. USDT is used solely as a payment method and shall not change the USD-denominated nature of the
Loan or shift any USDT price fluctuation risk to the accounting measurement of the Loan, except to the extent required by applicable accounting
standards.
Article 1.4 The actual principal amount
of the Loan shall be the aggregate USD-denominated amount actually received by the Borrower from time to time, including any equivalent
USDT amount credited to the Binance wallet or other wallet/account designated in writing by the Borrower, after deduction of blockchain
network fees, bank charges, intermediary fees or other charges not attributable to the applicable Lender, unless otherwise agreed in writing
by the Parties.
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Loan
Agreement — BTC Digital Ltd.
Article 2 — Purpose and Use of Proceeds
Article 2.1 The Borrower shall use the
proceeds of the Loan solely to supplement the Borrower’s working capital and for general corporate working capital
purposes.
Article 2.2 The Borrower shall not
use the proceeds of the Loan for any unlawful purpose or in any manner that would violate any applicable law, rule or regulation, any
securities law or stock exchange requirement applicable to the Borrower, any anti-money laundering, sanctions or anti-corruption law,
or any order of any governmental or regulatory authority.
Article 2.3 The Loan is a debt financing
arrangement only. The Loan shall not be convertible into equity, shall not grant either Lender any voting, registration, pre-emptive,
anti-dilution, participation or other equity-related rights, and shall not constitute an equity compensation arrangement.
Article 3 — Term
Article 3.1 The term of the Loan shall
be one (1) year, commencing on the date on which the first tranche of the Loan proceeds is actually credited to the Borrower’s designated
Binance wallet or other USDT wallet/account (the “Initial Drawdown Date”) and ending on the first anniversary of the Initial
Drawdown Date (the “Maturity Date”). Each subsequent tranche shall be deemed drawn on the date on which such tranche is actually
credited to the Borrower’s designated Binance wallet or other USDT wallet/account (each, a “Drawdown Date”).
Article 3.2 If the Maturity Date falls
on a day that is not a business day in Hong Kong, the Maturity Date shall be extended to the next succeeding business day.
Article 4 — Disbursement
Article 4.1 The Borrower shall provide
the Lenders with its designated Binance wallet address, and may also provide other receiving wallet/account details or payment instructions
in writing. Subject to satisfaction or waiver of the conditions precedent set forth in Article 5, each Lender shall fund his respective
portion of the Loan in equivalent USDT by transfer to the Borrower’s designated Binance wallet or such other wallet/account as the
Borrower may designate in writing.
Article 4.2 The Borrower may request
drawdowns of the Loan from time to time in one or more tranches according to the Company’s actual funding needs by delivering written
drawdown instructions to the applicable Lender(s), specifying the requested USD-denominated tranche amount, the equivalent USDT amount
or conversion basis, the designated Binance wallet address and the requested funding date. No Lender shall be required to fund more than
his respective USD 500,000 maximum commitment.
Article 4.3 Within a reasonable period
after receipt of each tranche of the Loan proceeds, the Borrower shall provide each applicable Lender with written confirmation of the
actual date and USD-denominated amount received, together with the relevant Binance wallet transaction record, blockchain transaction
hash and/or other transaction records for the relevant USDT payment.
Article 5 — Conditions Precedent; Related-Party
Approval
Article 5.1 Each Lender’s obligation
to disburse his respective portion of the Loan is subject to the Borrower having obtained all corporate approvals and authorisations necessary
or advisable for the Borrower to enter into and perform this Agreement, including approval or ratification by the Borrower’s board
of directors, audit committee or other independent body of the board, as applicable, in accordance with the Borrower’s related-party
transaction policy and applicable stock exchange rules.
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Loan
Agreement — BTC Digital Ltd.
Article 5.2 The Borrower shall record
the approval of this Agreement as a related-party transaction with executive officers of the Company, including the identities of the
related parties, the material terms of the transaction, the business purpose of the transaction, and the determination that the transaction
is fair to, and in the best interests of, the Borrower and its shareholders.
Article 5.3 Neither Lender shall participate
in the Borrower’s deliberation or approval of this Agreement except to provide factual information requested by the approving body,
including the audit committee of the board of directors of the Borrower.
Article 6 — Interest
Article 6.1 The Loan shall bear interest
at a fixed annual rate of twelve percent (12%) on a simple-interest basis.
Article 6.2 Interest shall accrue on
the unpaid outstanding USD-denominated principal amount of each tranche of the Loan, including each Lender’s respective outstanding
principal portion, from the applicable Drawdown Date of such tranche until the date on which such principal is repaid in full.
Article 6.3 Interest shall be calculated
in United States Dollars on a tranche-by-tranche basis as follows: Interest = Unpaid Outstanding USD-Denominated Principal Amount of the
applicable tranche × 12% × Actual Number of Days Elapsed / 365.
Article 6.4 Unless otherwise agreed
in writing by the Parties, interest shall be payable quarterly in arrears on each three-month anniversary of the Initial Drawdown Date
and on the Maturity Date. Any accrued but unpaid interest shall be paid together with the outstanding principal on the Maturity Date.
Interest shall be allocated and paid to each Lender based on his respective outstanding USD-denominated principal amount and the applicable
Drawdown Date of each tranche funded by such Lender.
Article 7 — Repayment and
Prepayment
Article 7.1 The Borrower shall repay
all outstanding principal and accrued but unpaid interest, each denominated and calculated in United States Dollars, on the Maturity Date,
or on any earlier date on which the Loan becomes due and payable under this Agreement. Unless otherwise agreed in writing by the applicable
receiving Lender, repayment shall be made in United States Dollars; if repayment is made in USDT by written agreement, USDT shall be used
solely as the payment method for satisfying the USD-denominated obligation.
Article 7.2 The Borrower may prepay
all or any part of the Loan, including all or any part of either Lender’s respective outstanding principal portion, at any time
without any prepayment penalty, premium or break cost, provided that accrued interest on the prepaid principal shall be paid up to the
date of prepayment.
Article 7.3 All payments shall be made
in immediately available funds, or in USDT if expressly agreed in writing by the applicable receiving Lender, to the bank account or wallet/account
designated by the receiving Party in writing.
Article 7.4 If any payment is insufficient
to discharge all amounts then due, such payment shall be applied in the following order: first, enforcement costs and expenses; second,
default interest and other amounts due; third, accrued interest; and fourth, outstanding principal.
Article 7.5 The Borrower’s repayment
obligations under this Agreement shall be limited to the USD-denominated actual principal amount received by the Borrower in one or more
tranches and outstanding from time to time. Any repayment or prepayment of principal made by the Borrower shall reduce the outstanding
USD-denominated principal amount accordingly, and interest shall accrue only on the unpaid outstanding USD-denominated principal amount
from time to time, calculated from the applicable Drawdown Date of each tranche.
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Loan
Agreement — BTC Digital Ltd.
Article 8 — Representations and Warranties of
the Lenders
Article 8.1 Each Lender represents
and warrants, severally and not jointly, that he has full legal capacity to enter into and perform this Agreement.
Article 8.2 The funds or digital assets
used by each Lender to make his respective portion of the Loan are from lawful sources and do not violate applicable anti-money laundering,
sanctions, anti-corruption, foreign exchange, virtual asset or similar laws.
Article 8.3 Each Lender is entering
into this Agreement in his capacity as a creditor only and not for the purpose of acquiring securities of the Borrower.
Article 8.4 Neither Lender has received
any non-public commitment from the Borrower that would give such Lender rights other than those expressly set forth in this Agreement.
Article 9 — Representations and Warranties of
the Borrower
Article 9.1 The Borrower represents
and warrants that it is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation.
Article 9.2 The Borrower has all necessary
corporate power and authority to enter into and perform this Agreement, and this Agreement has been duly authorised, executed and delivered
by the Borrower.
Article 9.3 The execution and performance
of this Agreement do not violate the Borrower’s constitutional documents, any material contract binding on the Borrower, any applicable
law or regulation, or any applicable securities exchange rule.
Article 9.4 The Borrower has reviewed
this Agreement under its related-party transaction policies and procedures and has complied, or will comply, with all applicable requirements
regarding approval, disclosure and recordkeeping for related-party transactions.
Article 9.5 No consent, approval, filing
or notice is required for the Borrower’s execution or performance of this Agreement except those that have been obtained, made or
will be made in compliance with applicable law.
Article 9.6 After giving effect to
the Loan, the Borrower is not insolvent and has a reasonable basis to believe it will be able to repay the Loan when due.
Article 9.7 The Loan constitutes a
general unsecured obligation of the Borrower.
Article 10 — SEC, Stock Exchange and Public Disclosure
Matters
Article 10.1 The Parties acknowledge
that Siguang Peng is the Chief Executive Officer of the Borrower, Yupeng Guo is the Chief Financial Officer of the Borrower, and this
Agreement constitutes a related-party transaction for corporate governance, accounting, disclosure and/or securities law purposes.
Article 10.2 The Borrower shall be
solely responsible for determining, in consultation with its
U.S. securities counsel and auditors
as appropriate, whether and when this Agreement, the Loan, USDT payment mechanics, interest payments, outstanding balances or any related-party
matters must be disclosed in any report, registration statement, proxy statement, annual report, interim report, Form 6-K, Form 20-F,
financial statement footnote or other filing or announcement.
Article 10.3 Nothing in this Agreement
shall restrict the Borrower from making any disclosure required by applicable law, SEC rule, stock exchange rule, accounting standard,
subpoena, court order, regulator request or other legal process.
Article 10.4 The Parties shall reasonably
cooperate with each other in providing factual information reasonably necessary for the Borrower to comply with its disclosure, audit,
internal control, related-party transaction and corporate governance obligations.
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Loan
Agreement — BTC Digital Ltd.
Article 11 — Covenants
Article 11.1 The Borrower shall maintain
all corporate approvals, authorisations and records reasonably necessary for the borrowing contemplated under this Agreement.
Article 11.2 The Borrower shall comply
with all applicable laws, rules and regulations in connection with this Agreement, including securities law, stock exchange, related-party
transaction, internal control, accounting, tax, anti-money laundering, sanctions and foreign exchange requirements, to the extent applicable.
Article 11.3 The Borrower shall promptly
notify the Lenders of any event that would reasonably be expected to have a material adverse effect on the Borrower’s ability to
repay the Loan.
Article 11.4 The Borrower shall maintain
accurate books and records reflecting the Loan, each Lender’s respective USD-denominated principal portion, accrued interest and
payments under this Agreement.
Article 12 — Events of Default and Remedies
Article 12.1 Each of the following
shall constitute an event of default: (a) the Borrower fails to pay any principal, interest or other amount when due; (b) the Borrower
breaches the use-of-proceeds covenant; (c) any material representation or warranty made by the Borrower is untrue, inaccurate or misleading
when made; (d) the Borrower becomes subject to dissolution, liquidation, bankruptcy, receivership or similar proceedings; or (e) the Borrower
assigns its rights or obligations under this Agreement without the Lender’s prior written consent.
Article 12.2 Upon the occurrence of
an event of default, the Lenders, or the affected Lender with respect to his respective outstanding portion of the Loan, may, by written
notice to the Borrower, declare all outstanding principal and accrued interest immediately due and payable.
Article 12.3 Default interest on overdue
amounts shall accrue at an annual rate of twelve percent (12%) from the date such amount became overdue until the date of actual payment,
to the extent permitted by applicable law.
Article 12.4 The Borrower shall indemnify
each Lender for reasonable costs and expenses incurred by such Lender in enforcing this Agreement, including reasonable legal fees, arbitration
fees and enforcement costs.
Article 13 — Taxes
Article 13.1 Each Party shall bear
its own taxes and duties arising from or in connection with this Agreement in accordance with applicable law.
Article 13.2 If the Borrower is required
by applicable law to withhold or deduct any tax from any payment to either Lender, the Borrower shall make such withholding or deduction
in accordance with applicable law and provide the applicable Lender with the relevant tax receipt or evidence of payment.
Article 14 — Confidentiality and Disclosure
Article 14.1 Each Party shall keep
confidential the existence and terms of this Agreement and any non-public information obtained from the other Party in connection with
this Agreement.
Article 14.2 Notwithstanding the foregoing,
either Party may disclose such information to the extent required by applicable law, regulation, stock exchange rule, securities regulator,
court, arbitral tribunal, auditor, professional adviser or financing party; provided that, where legally permissible and reasonably practicable,
the disclosing Party shall give the other Party prior notice of such disclosure.
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Loan
Agreement — BTC Digital Ltd.
Article 15 — Assignment
Article 15.1 Neither Party may assign
or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party, except as required
by applicable law.
Article 16 — Notices
Article 16.1 All notices under this
Agreement shall be in writing and delivered by hand, courier, registered mail or email to the address or email address designated by the
relevant Party.
Article 16.2 A Party that changes its
notice details shall notify the other Party in writing within five (5) business days after such change.
Article 17 — Governing Law and Dispute Resolution
Article 17.1 This Agreement shall be
governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region.
Article 17.2 Any dispute, controversy,
difference or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation,
performance, breach or termination, shall be referred to and finally resolved by arbitration administered by the Hong Kong International
Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.
Article 17.3 The seat of arbitration
shall be Hong Kong. The arbitral tribunal shall consist of one arbitrator appointed in accordance with the HKIAC Administered Arbitration
Rules. The language of arbitration shall be English.
Article 17.4 The arbitral award shall
be final and binding upon both Parties.
Article 18 — Miscellaneous
Article 18.1 This Agreement constitutes
the entire agreement between the Parties with respect to the Loan and supersedes all prior discussions, understandings and agreements
relating to the same subject matter.
Article 18.2 Any amendment or supplement
to this Agreement shall be in writing and signed by all Parties.
Article 18.3 If any provision of this
Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.
Article 18.4 No failure or delay by
either Party in exercising any right under this Agreement shall operate as a waiver of such right.
Article 18.5 This Agreement may be
executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
Article 18.6 This Agreement shall become
effective upon execution by the Lenders and the duly authorised representative of the Borrower.
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SIGNATURE PAGE
(No further text follows; this is the
signature page to the Loan Agreement.)
| LENDERS: |
|
BORROWER: |
| |
|
|
| Name: |
Siguang Peng |
|
BTC Digital Ltd. |
| Signature: |
/s/ Siguang Peng |
|
Name: |
Xu Peng |
| Date: 05/26/2026 |
|
Title: |
Chairman of the Board of Directors |
| |
|
Signature: |
/s/ Xu Peng |
| Name: |
Yupeng Guo |
|
Date: |
05/26/2026 |
| Signature: |
/s/ Yupeng Guo |
|
Corporate Seal/Chop (if applicable): |
| |
|
|
| Date: 05/26/2026 |
|
|
Loan Agreement — BTC Digital Ltd.
SCHEDULE 1
USDT WALLET AND REPAYMENT DETAILS
Note: For information-security and
confidentiality reasons, specific wallet addresses, exchange account identifiers and bank account details are not recorded in this Schedule.
Such details shall be exchanged separately in writing between the Parties (by drawdown instruction or repayment notice, as applicable)
and shall form part of this Agreement when so provided.
| Borrower’s Designated Binance / USDT Wallet Details |
| |
| Account Holder / Beneficiary Name |
|
BTC DIGITAL SINGAPORE PTE. LTD. |
| Binance Account ID / Email |
|
To be provided separately in writing by the Borrower in accordance with Article 4. |
| USDT Wallet Address |
|
To be provided separately in writing by the Borrower in accordance with Article 4. |
|
Network |
|
USDT-supported network to be specified in the Borrower’s written drawdown instruction (e.g., TRC-20 or ERC-20). |
| Token |
|
USDT |
|
Remarks |
|
Tranche loan disbursements shall be made to the wallet/account designated in the Borrower’s written drawdown instruction issued under Article 4, unless otherwise instructed in writing by the Borrower. |
| Lenders’ Repayment Account / Wallet Details |
| |
| Siguang Peng – Repayment Bank Account / USDT Wallet Details |
|
To be provided separately in writing by the relevant Lender at the time of repayment in accordance with Article 7. |
| Yupeng Guo – Repayment Bank Account / USDT Wallet Details |
|
To be provided separately in writing by the relevant Lender at the time of repayment in accordance with Article 7. |
| Repayment Currency / Method |
|
USD by bank transfer, or USDT if agreed in writing by the receiving Lender. |
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