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 July 2025
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 July 15, 2025, BTC Digital Ltd. (the “Company”)
entered into a placement agent agreement (the “Placement Agent Agreement”) with Aegis Capital Corp. (the “Placement
Agent”), relating to the Company’s registered direct offering of its ordinary shares, par value $0.06 per share (“Ordinary
Shares”), to certain qualified institutional investors (the “Offering”), pursuant to certain securities purchase agreements
(each, a “Purchase Agreement” and collectively, the “Purchase Agreements”). The Company issued a press release
announcing the Offering on July 15, 2025.
The press release, the Placement Agent Agreement,
and the form of Purchase Agreement are filed as Exhibits 99.1, 99.2 and 99.3 to this report and are each incorporated herein by reference,
respectively. The press release, the Placement Agent Agreement, and the Purchase Agreement are qualified in their entirety by reference
to the full text of such each such exhibit.
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.
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BTC Digital Ltd. |
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|
|
| Date: July 15, 2025 |
By: |
/s/ Siguang Peng |
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Name: |
Siguang Peng |
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Title: |
Chief Executive Officer |
EXHIBIT INDEX
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release |
| 99.2 |
|
Placement Agent Agreement |
| 99.3 |
|
Form of Securities Purchase Agreement |
