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.
Positive
None.
Negative
None.
Insights
A single-affiliated group reports mid-single-digit ownership stakes with warrant overhang.
The filing shows 438,597 Ordinary Shares held by each named fund and consolidated attribution to Michael Bigger totaling 877,194 shares across two fund positions. The report also discloses 877,194 warrant shares for each fund, subject to a 4.99% ownership cap.
Key dependencies include the issuer's stated outstanding share base of 9,516,975 and the private placement of up to 6,140,350 shares referenced in the press release; these figures are used to compute the reported 2.8% and 5.6% percentages. Subsequent filings may clarify conversion of Pre-Funded Units and warrant exercises.
Key Figures
Beneficial shares held:438,597 sharesWarrants issuable:877,194 sharesOutstanding base:9,516,975 shares+3 more
6 metrics
Beneficial shares held438,597 sharesAmount beneficially owned by Bigger Capital and District 2 as of June 26, 2026
Warrants issuable877,194 sharesOrdinary Shares issuable upon exercise of Common Warrants held by each fund; subject to 4.99% limit
Outstanding base9,516,975 sharesShares outstanding as of December 31, 2025 per issuer's Form 20-F
Private placement units6,140,350 unitsNumber of Ordinary Shares offered in issuer's press release dated June 26, 2026
Beneficial ownership cap4.99%Ownership limitation applying to Common Warrants disclosed in the filing
Reported percent ownership2.8% / 5.6%2.8% for each fund/entity; Mr. Bigger ~5.6% aggregating positions, per filing
Key Terms
Beneficial ownership limitation, Pre-Funded Warrant, Shared dispositive power
3 terms
Beneficial ownership limitationregulatory
"877,194 Ordinary Shares issuable upon exercise of Common Warrants, which are subject to a 4.99% beneficial ownership limitation"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Pre-Funded Warrantfinancial
"sale of 6,140,350 Common Units (or Pre-Funded Units), each consisting of one Ordinary Share or one Pre-Funded Warrant"
A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.
Shared dispositive powergovernance
"Shared Dispositive Power 438,597.00 shown on cover pages for reporting entities"
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
BTC Digital Ltd.
(Name of Issuer)
Ordinary Shares, $0.06 par value
(Title of Class of Securities)
G6055H155
(CUSIP Number)
06/26/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G6055H155
1
Names of Reporting Persons
BIGGER CAPITAL FUND L P
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
438,597.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
438,597.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
438,597.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.8 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
G6055H155
1
Names of Reporting Persons
Bigger Capital Fund GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
438,597.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
438,597.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
438,597.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.8 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
G6055H155
1
Names of Reporting Persons
District 2 Capital Fund LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
438,597.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
438,597.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
438,597.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.8 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
G6055H155
1
Names of Reporting Persons
District 2 Capital LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
438,597.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
438,597.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
438,597.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.8 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
G6055H155
1
Names of Reporting Persons
District 2 GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
438,597.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
438,597.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
438,597.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.8 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
G6055H155
1
Names of Reporting Persons
District 2 Holdings LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
438,597.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
438,597.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
438,597.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.8 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
G6055H155
1
Names of Reporting Persons
Bigger Michael
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
877,194.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
877,194.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
877,194.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.6 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
BTC Digital Ltd.
(b)
Address of issuer's principal executive offices:
3RD FLOOR, TOWER A, 2 SHENYUN ROAD WEST, NANSHAN DISTRICT, GUANGDONG PROVINCE, SHENZHEN, CHINA 518074
Item 2.
(a)
Name of person filing:
Bigger Capital Fund, LP ("Bigger Capital")
Bigger Capital Fund GP, LLC ("Bigger GP")
District 2 Capital Fund LP ("District 2 CF")
District 2 Capital LP ("District 2")
District 2 GP LLC ("District 2 GP")
District 2 Holdings LLC ("District 2 Holdings")
Michael Bigger
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
(b)
Address or principal business office or, if none, residence:
Bigger Capital Fund, LP
11700 West Charleston Blvd., #170-659
Las Vegas, NV, 89135
Bigger Capital Fund GP, LLC
11700 West Charleston Blvd., #170-659
Las Vegas, NV, 89135
District 2 Capital Fund LP
175 W. Carver Street
Huntington, NY 11743
District 2 Capital LP
175 W. Carver Street
Huntington, NY 11743
District 2 GP LLC
175 W. Carver Street
Huntington, NY 11743
District 2 Holdings LLC
175 W. Carver Street
Huntington, NY 11743
Michael Bigger
11700 West Charleston Blvd., #170-659
Las Vegas, NV, 89135
(c)
Citizenship:
Bigger Capital Fund, LP
Delaware
Bigger Capital Fund GP, LLC
Delaware
District 2 Capital Fund LP
Delaware
District 2 Capital LP
Delaware
District 2 GP LLC
Delaware
District 2 Holdings LLC
Delaware
Michael Bigger
USA
(d)
Title of class of securities:
Ordinary Shares, $0.06 par value
(e)
CUSIP Number(s):
G6055H155
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of June 26, 2026, Bigger Capital beneficially owned 438,597 Ordinary Shares.
The amount does not include 877,194 Ordinary Shares issuable upon exercise of Common Warrants, which are subject to a 4.99% beneficial ownership limitation, owned by Bigger Capital.
Bigger GP, as the general partner of Bigger Capital, may be deemed to beneficially own the Issuer's securities described herein.
As of June 26, 2026, District 2 CF beneficially owned 438,597 Ordinary Shares.
The amount does not include 877,194 Ordinary Shares issuable upon exercise of Common Warrants, which are subject to a 4.99% beneficial ownership limitation, owned by District 2 CF.
District 2, as the investment manager of District 2 CF, may be deemed to beneficially own the Issuer's securities described herein beneficially owned by District 2 CF.
District 2 GP, as the general partner of District 2 CF, may be deemed to beneficially own the Issuer's securities described herein beneficially owned by District 2 CF.
District 2 Holdings, as the managing member of District 2 GP, may be deemed to beneficially own the Issuer's securities described herein beneficially owned by District 2 CF.
Mr. Bigger, as the managing member of Bigger GP and the managing member of District 2 Holdings, may be deemed to beneficially own the: (i) 438,597 Ordinary Shares beneficially owned by Bigger Capital, and (ii) 438,597 Ordinary Shares beneficially owned by District 2 CF. Does not include: (a) 877,194 Ordinary Shares issuable upon exercise of Common Warrants, which are subject to a 4.99% beneficial ownership limitation, owned by Bigger Capital, and (b) 877,194 Ordinary Shares issuable upon exercise of Common Warrants, which are subject to a 4.99% beneficial ownership limitation, owned by District 2 CF.
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Ordinary Shares owned by another Reporting Person. Each of Bigger GP and Mr. Bigger disclaims beneficial ownership of the Ordinary Shares beneficially owned by Bigger Capital. Each of District 2, District 2 GP, District 2 Holdings and Mr. Bigger disclaims beneficial ownership of the Ordinary Shares beneficially owned by District 2 CF. The filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.
(b)
Percent of class:
The following percentages are based on the aggregate of: (i) 9,516,975 Ordinary Shares outstanding as of December 31, 2025, based on the Issuer's Form 20-F filed with the Securities and Exchange Commission on May 11, 2026, and (ii) up to 6,140,350 Ordinary Shares, the number of Ordinary Shares being offered by the Issuer in a private placement offering, based upon the Issuer's Press Release dated June 26, 2026.
As of June 26, 2026, (i) each of Bigger Capital and Bigger GP may be deemed to beneficially own 2.8% of the outstanding Ordinary Shares, (ii) each of District 2 CF, District 2, District 2 GP and District Holdings may be deemed to beneficially own 2.8% of the outstanding Ordinary Shares, and (iii) Mr. Bigger may be deemed to beneficially own approximately 5.6% of the outstanding Ordinary Shares. Does not include: (a) 877,194 Ordinary Shares issuable upon exercise of Common Warrants, which are subject to a 4.99% beneficial ownership limitation, owned by Bigger Capital, and (b) 877,194 Ordinary Shares issuable upon exercise of Common Warrants, which are subject to a 4.99% beneficial ownership limitation, owned by District 2 CF.
Based upon the Issuer's Press Release dated June 26, 2026, 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. To the extent that the Issuer issued Pre-Funded Warrants in lieu of Ordinary Shares, the percentages of the Reporting Persons contained herein may be higher than indicated.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
(ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9.
(iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
(iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Bigger GP and Mr. Bigger may be deemed to share voting and dispositive power over the Ordinary Shares beneficially owned by Bigger Capital and each of District 2, District 2 GP, District 2 Holdings and Mr. Bigger may be deemed to share voting and dispositive power over the Ordinary Shares beneficially owned by District 2 CF.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
BIGGER CAPITAL FUND L P
Signature:
/s/ Michael Bigger
Name/Title:
Michael Bigger, Managing Member of Bigger Capital Fund GP, LLC, its general partner
Date:
07/02/2026
Bigger Capital Fund GP, LLC
Signature:
/s/ Michael Bigger
Name/Title:
Michael Bigger, Managing Member
Date:
07/02/2026
District 2 Capital Fund LP
Signature:
/s/ Michael Bigger
Name/Title:
Michael Bigger, Managing Member of District 2 GP LLC, its general partner
What stake does Bigger Capital report in BTC Digital (BTCT)?
Bigger Capital reports beneficial ownership of 438,597 Ordinary Shares as of June 26, 2026. This equals about 2.8% using the disclosed 9,516,975 outstanding shares plus the private placement noted in the issuer's press release.
How many warrants and limits are disclosed in the Schedule 13G?
The filing discloses 877,194 Ordinary Shares issuable upon exercise of Common Warrants held by each fund. Those warrants are subject to a 4.99% beneficial ownership limitation specified in the filing.
What share counts and basis are used to compute the reported percentages?
Percentages are based on 9,516,975 Ordinary Shares outstanding as of December 31, 2025 plus an issuer-stated private placement of up to 6,140,350 Ordinary Shares referenced in a June 26, 2026 press release.
Does Michael Bigger directly own the reported shares in BTCT?
The filing attributes shared voting and dispositive power across affiliated entities and notes that Mr. Bigger may be deemed to beneficially own the combined positions; several entities disclaim ownership and Mr. Bigger also disclaims direct beneficial ownership in some holdings.
Are the reported holdings part of a group filing for BTCT?
Yes. The filing identifies multiple related entities and individuals as "Reporting Persons" and includes a joint filing agreement (Exhibit 99.1) to classify the group and its shared reporting responsibilities.
