BTC Digital warned on Nasdaq $1 bid, 2027 deadline

Nasdaq has notified BTC Digital Ltd. that its shares are below the $1.00 bid-price requirement, starting a 180-day window to regain compliance or face potential delisting.

Rhea-AI Filing 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.

Positive

• None.

Negative

• Nasdaq bid price deficiency and delisting risk: BTC Digital Ltd. has fallen below Nasdaq’s $1.00 minimum bid for 30 consecutive business days and now faces a 180-day deadline, with a possible 180-day extension, after which its securities may be subject to delisting if compliance is not restored.

Key Figures

Minimum bid price requirement: $1.00 per share Non-compliance period: 30 business days Initial compliance period: 180 days +2 more

5 metrics

Minimum bid price requirement $1.00 per share Nasdaq Rule 5550(a)(2) minimum closing bid price for ordinary shares

Non-compliance period 30 business days Consecutive days BTC Digital’s closing bid was below $1.00 per share

Initial compliance period 180 days Compliance window ending February 23, 2027 to regain Nasdaq bid price compliance

Compliance confirmation window 10 business days Minimum consecutive days closing bid must be at least $1.00 to regain compliance

Potential extension period 180 calendar days Additional compliance period if other Nasdaq initial listing standards are met

Key Terms

Nasdaq Rule 5550(a)(2), Bid Price Rule, market value of publicly held shares, reverse stock split

4 terms

Nasdaq Rule 5550(a)(2) regulatory

"not in compliance with Nasdaq Rule 5550(a)(2) (the “Bid Price Rule”)"

Bid Price Rule regulatory

"Nasdaq Rule 5550(a)(2) (the “Bid Price Rule”)"

market value of publicly held shares financial

"required to meet the continued listing requirement for market value of publicly held shares"

The market value of publicly held shares is the total dollar worth of a company’s shares that are available to outside investors, calculated by multiplying the current market price by the number of shares held by the public (the “float”). It matters because it tells investors how much of the company is actually tradable and how the market is pricing that tradable portion—like a price tag on the items on a store shelf, it affects liquidity, volatility and how easy it is to buy or sell a meaningful stake.

reverse stock split financial

"intention to cure the deficiency during the second compliance period, by effecting a reverse stock split"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

FAQ

Why did BTC Digital Ltd. (BTCT) receive a Nasdaq deficiency notice?

BTC Digital Ltd. received a Nasdaq deficiency letter because the closing bid price of its ordinary shares was below $1.00 per share for 30 consecutive business days, violating Nasdaq Rule 5550(a)(2), also known as the minimum bid price or Bid Price Rule.

How long does BTC Digital Ltd. (BTCT) have to regain Nasdaq bid price compliance?

BTC Digital has a 180-day compliance period, until February 23, 2027, to regain compliance. It will be considered compliant if its closing bid price is at least $1.00 for at least 10 consecutive business days during this period.

Can BTC Digital Ltd. (BTCT) get additional time from Nasdaq to fix the bid price issue?

Yes. If BTC Digital meets Nasdaq’s continued listing requirements for market value of publicly held shares and all other initial listing standards except bid price, and gives written notice of its plan to cure the deficiency, it may receive an additional 180 calendar days to regain compliance.

What actions might BTC Digital Ltd. (BTCT) take to regain Nasdaq compliance?

BTC Digital states it may seek to cure the deficiency by effecting a reverse stock split, if necessary, during a potential second compliance period, provided it satisfies the other Nasdaq initial listing standards besides the minimum bid price requirement.

What happens if BTC Digital Ltd. (BTCT) cannot meet Nasdaq’s bid price requirement?

If BTC Digital does not regain compliance within the allowed period(s) and does not qualify for or use an extension, Nasdaq may notify the company that its securities will be subject to delisting from the Nasdaq Capital Market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/02/2026 - 04:30 PM Accepted by SEC EDGAR 09/02/2026 - 04:30 PM Learn about SEC filing dates

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 August 2026

Commission File Number: 001- 39258

BTC DIGITAL LTD.

(Translation of registrant’s name into English)

61 Robinson Road Level 6 & 7

#738, Singapore 068893

(Address of principal executive offices) 

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 ☐

Receipt of Nasdaq Notification Regarding Compliance with Nasdaq Minimum Bid Price Requirement

BTC Digital Ltd., an exempted company with limited liability formed in the Cayman Islands (the “Company”), received a deficiency letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) on August 27, 2026, indicating that the Company was not in compliance with Nasdaq Rule 5550(a)(2) (the “Bid Price Rule”), as the closing bid price for the Company’s ordinary shares had been below $1.00 per share for the preceding 30 consecutive business days. In accordance with the Nasdaq Listing Rules, the Company was provided 180-day compliance period, or until February 23, 2027 (the “Compliance Period”), to regain compliance with the Bid Price Rule. If at any time during the Compliance Period, the closing bid price per share of the Company’s ordinary shares is at least $1.00 for a minimum of ten (10) consecutive business days, Nasdaq will provide the Company a written confirmation of compliance and the matter will be closed.

In the event the Company does not regain compliance, the Company may be eligible for additional time. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company meets these requirements, Nasdaq will inform the Company that it has been granted an additional 180 calendar days. However, if it appears to Nasdaq that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that its securities will be subject to delisting.

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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.

Dated: September 2, 2026

	BTC Digital Ltd.
	By:	/s/ Siguang Peng
	Name:	Siguang Peng
	Title:	Chief Executive Officer

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