Accessibility StatementSkip Navigation SINGAPORE, Sept. 16, 2025 /PRNewswire/ -- BTC Digital Ltd. ("BTCT" or the "Company") (NASDAQ: BTCT), a leading blockchain technology company, today announced that it has completed a partial upgrade of its mining equipment and recently deployed next-generation miners, including 434 Antminer S21 Pro units and 140 L9 miners. The Company will continue to refresh and upgrade its mining fleet to maintain a technological edge. The newly deployed equipment is expected to signi ...

Group 1 - The core viewpoint of the article highlights a significant rise in the stock prices of companies related to Ethereum reserves on August 11, with BMNR increasing over 23% [1] - SBET saw an increase of over 13%, indicating strong market interest in Ethereum-related investments [1] - BTCT experienced a rise of over 7%, along with BTBT and Smart Chain Group, which also rose nearly 7%, reflecting a positive trend in the sector [1]

Core Viewpoint - BTC Digital Ltd. is urging shareholders to vote ahead of the rescheduled extraordinary general meeting on August 22, 2025, emphasizing the importance of participation from shareholders with smaller positions to ensure the approval of the company's proposals [1][2][6]. Company Information - BTC Digital Ltd. is a blockchain technology company focused on creating value in the metaverse, blockchain, and cryptocurrency mining sectors. The company aims to develop blockchain-related businesses in North America, including cryptocurrency mining, mining farm construction, mining pool operations, and miner accessories [3]. Meeting Details - The extraordinary general meeting will take place on August 22, 2025, at 9:30 a.m. Eastern Time, with no changes to the physical location, record date, or proposals to be acted upon [1][3]. - Shareholders who held BTCT shares on June 27, 2025, retain their voting rights, even if they have sold their shares since that date [2][6]. Proxy Solicitation - The company has engaged Advantage Proxy, Inc. to assist in soliciting proxies from shareholders prior to the meeting. The total fee for this service is $11,500, plus associated disbursements [4]. - The company will cover all costs related to the solicitation of proxies from its working capital [4]. Voting Importance - The majority of votes received so far are in favor of the company's proposals, but more votes are needed to reach the quorum required to hold the meeting. Every vote is crucial to avoid further delays and additional solicitation costs [6].

Core Viewpoint - BTC Digital Ltd. has postponed its extraordinary general meeting to August 22, 2025, due to a lack of quorum, with no changes to the meeting's location, record date, or proposals [1][2]. Group 1: Meeting Details - The extraordinary general meeting was initially scheduled for July 21, 2025, and was adjourned to August 4, 2025, before being postponed again to August 22, 2025, at 9:30 a.m. Eastern Time [1][2]. - The meeting will take place at 61 Robinson Road, Level 6 & 7, 738, Singapore 068893 [2]. Group 2: Voting Information - The Company's Board of Directors recommends shareholders vote FOR the important proposals outlined in the proxy statement for the meeting [3]. - Shareholders who have already voted do not need to take further action unless they wish to change their votes, which will still be counted at the postponed meeting [3]. - The Company encourages shareholders who have not yet voted to do so now to avoid additional solicitation and expenses [3]. Group 3: Proxy Solicitation - BTC Digital Ltd. has engaged Advantage Proxy, Inc. to solicit proxies from shareholders prior to the postponed meeting [4]. - Only holders of record of ordinary shares as of June 27, 2025, are entitled to vote at the postponed meeting [4]. Group 4: Company Overview - BTC Digital Ltd. is a blockchain technology company focused on creating value in the metaverse, blockchain, and cryptocurrency mining sectors [6]. - The Company aims to develop blockchain-related businesses in North America, including cryptocurrency mining, mining farm construction, mining pool operations, and miner accessories [6].

Core Insights - Bitcoin Treasury Corporation (BTCT) has successfully listed on the TSX Venture Exchange, marking a significant milestone for the company [1][2] - The company aims to enhance shareholder value through strategic accumulation and deployment of Bitcoin, while also focusing on increasing Bitcoin per Share (BPS) [2] Company Overview - BTCT is a Canadian-based entity formed through the amalgamation of 2680083 Alberta Ltd. and Bitcoin Treasury Corporation [2] - The company's strategy is centered around maintaining a strong treasury position and developing a scalable platform for Bitcoin-based financial services, recognizing Bitcoin's finite supply and long-term potential [2]

Core Viewpoint - BTC Digital Ltd. has adjourned its extraordinary general meeting originally scheduled for July 21, 2025, to August 4, 2025, due to a lack of quorum [1][2]. Group 1: Meeting Details - The extraordinary general meeting was adjourned because a quorum of ordinary shareholders was not present [2]. - The adjourned meeting will still take place at the same physical location: 61 Robinson Road, Level 6 & 7, 738, Singapore 068893 [2]. - The time for the adjourned meeting is set for 9:30 a.m. Eastern Time on August 4, 2025 [1][2]. Group 2: Shareholder Actions - The Board of Directors recommends shareholders vote in favor of the important proposals outlined in the proxy statement [3]. - Shareholders who have already voted do not need to take further action unless they wish to change their votes [3]. - The company encourages shareholders who have not yet voted to do so before the adjourned meeting to avoid additional costs [3]. Group 3: Proxy Solicitation - BTC Digital Ltd. has engaged Advantage Proxy, Inc. to assist in soliciting proxies from shareholders prior to the adjourned meeting [4][7]. - Only shareholders of record as of June 27, 2025, are entitled to vote at the adjourned meeting [4]. - The company will cover the costs associated with proxy solicitation, including a fee of $11,500 to the proxy solicitor [7]. Group 4: Company Overview - BTC Digital Ltd. is a blockchain technology company focused on creating value in the metaverse, blockchain, and cryptocurrency mining sectors [6]. - The company aims to develop blockchain-related businesses in North America, including cryptocurrency mining and data center operations [6].

Company Overview - BTC Digital Ltd. is a blockchain technology company focused on creating value in the metaverse, blockchain, and cryptocurrency mining industry [5] - The company is committed to developing blockchain-related businesses in North America, including cryptocurrency mining, mining farm construction, mining pool and data center operation, and miner accessories [5] Offering Details - The company announced the closing of a registered direct offering with institutional investors, raising approximately $6.0 million by selling 2,000,000 Ordinary Shares at a price of $3.00 per share [1][2] - Aggregate gross proceeds from the offering were approximately $6.0 million before deducting fees and expenses [2] - The transaction closed on July 16, 2025, and the net proceeds will be used for the purchase of Ethereum [2] Legal and Regulatory Information - Aegis Capital Corp. acted as the exclusive placement agent for the offering, with various law firms providing counsel to the company [3] - The offering was made pursuant to an effective shelf registration statement on Form S-3 previously filed with the U.S. Securities and Exchange Commission (SEC) [3]

Group 1 - BTC Digital Ltd. has entered into definitive agreements for a registered direct offering with institutional investors, raising approximately $6.0 million by selling 2,000,000 Ordinary Shares at a price of $3.00 per share [1][2] - The gross proceeds from the offering are expected to be around $6.0 million before deducting fees and expenses, with the transaction anticipated to close on or about July 16, 2025 [2] - The net proceeds from the offering will be used, along with existing cash, for the purchase of Ethereum [2] Group 2 - Aegis Capital Corp. is acting as the exclusive placement agent for the offering, with various law firms providing legal counsel to the company and the placement agent [3] - The offering is made under an effective shelf registration statement previously filed with the U.S. Securities and Exchange Commission (SEC) [4] Group 3 - BTC Digital Ltd. is a blockchain technology company focused on creating value in the metaverse, blockchain, and cryptocurrency mining industry, with plans to develop blockchain-related businesses in North America [7]

Core Insights - Bitcoin Treasury Corporation has completed the initial phase of its Bitcoin accumulation plan, acquiring 478.57 Bitcoin for CAD$70 million, bringing its total holdings to 771.37 Bitcoin [1] - The Corporation aims to build long-term shareholder value by deploying its Bitcoin holdings through institutional lending and liquidity services, viewing Bitcoin as a foundational pillar of its business model [2] Company Strategy - The core strategy of Bitcoin Treasury Corporation is to accumulate and actively deploy Bitcoin to enhance shareholder value, recognizing Bitcoin's finite supply and long-term potential [3] - The Corporation plans to maintain a robust treasury position while expanding its service offerings, particularly in Bitcoin-denominated loans [3] Financial Metrics - The acquisition of Bitcoin results in a starting Bitcoin per Share (BPS) of approximately 0.0000634, calculated on a fully diluted basis [1]

[PART I](index=8&type=section&id=PART%20I) [Key Information](index=8&type=section&id=Item%203.%20Key%20Information) The company faces significant risks from its limited operating history, market volatility, and an evolving regulatory landscape [Risk Factors](index=8&type=section&id=D.%20Risk%20Factors) Key risks include a limited operating history, dependence on volatile digital asset prices, and an uncertain regulatory environment - The company has a limited operating history in the cryptocurrency business, generating **$11.7 million in revenue** but incurring a **net loss of $2.0 million** in fiscal year 2024[40](index=40&type=chunk) - The company's revenue is materially dependent on the volatile market value of bitcoin, which rose to over **$1.4 trillion** in market value in March 2024 after falling to **$0.37 trillion** in October 2022[41](index=41&type=chunk)[44](index=44&type=chunk) - Acquiring new mining machines is capital-intensive and their cost can be linked to the market price of bitcoin, potentially increasing operational costs[47](index=47&type=chunk)[49](index=49&type=chunk)[52](index=52&type=chunk) - The company faces significant regulatory uncertainty from entities like the SEC or CFTC, which could impose substantial compliance costs or require business model changes[38](index=38&type=chunk)[118](index=118&type=chunk)[122](index=122&type=chunk) [Information on the Company](index=35&type=section&id=Item%204.%20Information%20on%20the%20Company) The company transitioned from education to focus exclusively on cryptocurrency mining and related services in the U.S [History and Development of the Company](index=35&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) The company divested its education business, rebranded to BTC Digital Ltd, and now focuses solely on U.S-based crypto mining - The company changed its name to 'BTC Digital Ltd' and began trading under the symbol **'BTCT'** on August 24, 2023[167](index=167&type=chunk)[168](index=168&type=chunk) - The company terminated its English Language Training (ELT) business in November 2022, shifting entirely to cryptocurrency mining in the U.S[166](index=166&type=chunk) - In November 2024, the company filed a Form S-3 shelf registration to offer up to **$150 million** in securities[171](index=171&type=chunk)[172](index=172&type=chunk) [Business Overview](index=36&type=section&id=B.%20Business%20Overview) The company's operations center on bitcoin mining, machine resale, and rental, with plans for R&D and asset management services FY 2024 Revenue Breakdown | Revenue Stream | Percentage of Total Revenue | | :--- | :--- | | Bitcoin Mining | 10.2% | | Mining Machines Resale | 78.1% | | Mining Machines Rental | 10.1% | | Other Mining-Related Business | 1.6% | Owned Mining Machines (as of report date) | Model | Total Mining Machines Hosted and Under Operation | | :--- | :--- | | Bitmain Antminer T21 190 /S | 400 | | Bitmain Antminer S19j Pro 100/S | 1,739 | | Bitmain Antminer S19 XP 140/S | 272 | | **Total** | **2,411** | - As of December 31, 2024, the company's network hash rate was **288 PH/S**, and it mined cryptocurrencies valued at **US$1.2 million** in FY2024[204](index=204&type=chunk) - Growth strategies include expanding the mining machine fleet, R&D for proprietary ASIC miners, and launching crypto asset management services in 2025[195](index=195&type=chunk)[197](index=197&type=chunk)[198](index=198&type=chunk) - In July 2024, the company acquired a Bitcoin mining facility in Arkansas with a 6MV stable power load for **$1.99 million**[234](index=234&type=chunk) [Organizational Structure](index=47&type=section&id=C.%20Organizational%20Structure) The company operates as a holding company with a portfolio of directly and indirectly owned global subsidiaries - BTC Digital Ltd is a holding company, and all of its subsidiaries are directly or indirectly owned by the Company[245](index=245&type=chunk) [Property, Plants and Equipment](index=47&type=section&id=D.%20Property%2C%20Plants%20and%20Equipment) The company leases a facility in Manila, Arkansas, for its operations under a one-year renewable term - The company's subsidiary, Quench Data LLC, leases a facility at 3101 AR-77, Manila, Arkansas 72442, under a one-year term that began on May 16, 2024[246](index=246&type=chunk) [Operating and Financial Review and Prospects](index=47&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects) The company's financial review shows increased revenue to $11.7 million and a reduced net loss of $2.0 million for FY 2024 [Operating Results](index=49&type=section&id=A.%20Operating%20Results) Revenue grew 28.7% to $11.7 million in FY 2024, driven by machine resales, resulting in a reduced net loss of $2.0 million Consolidated Statements of Operations Summary (in thousands of US$) | | 2023 | 2024 | | :--- | :--- | :--- | | **Revenues** | **9,073** | **11,675** | | Cost of revenues | (10,208) | (11,560) | | **Gross profit/(loss)** | **(1,135)** | **115** | | Loss from operations | (2,481) | (2,678) | | **Net loss** | **(2,824)** | **(1,989)** | Revenue Breakdown by Business Line (in thousands of US$) | Revenue Stream | 2023 | 2024 | | :--- | :--- | :--- | | Bitcoin mining | 2,882 | 1,190 | | Mining machines resale | 5,485 | 9,124 | | Other mining-related business | 706 | 1,361 | | **Total** | **9,073** | **11,675** | - General and administrative expenses increased by **117.5% to $2.4 million** in FY2024, driven by stock option expenses and a credit impairment loss[265](index=265&type=chunk) Non-GAAP Financial Measures Reconciliation (in thousands of US$) | | 2023 | 2024 | | :--- | :--- | :--- | | **Net Loss** | **(2,824)** | **(1,989)** | | Add: Share-based compensation | 138 | 571 | | **Adjusted net loss** | **(2,686)** | **(1,418)** | | **EBITDA** | **389** | **1,730** | | Add: Share-based compensation | 138 | 571 | | **Adjusted EBITDA** | **527** | **2,301** | [Liquidity and Capital Resources](index=53&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) Liquidity improved significantly, with cash increasing to $14.9 million due to $20.3 million raised from financing activities Summary of Cash Flows (in thousands of US$) | | 2023 | 2024 | | :--- | :--- | :--- | | Net cash generated from operating activities | 3,808 | 1,557 | | Net cash used in investing activities | (4,620) | (7,000) | | Net cash generated from financing activities | 807 | 20,300 | | **Net increase in cash and cash equivalents** | **(5)** | **14,857** | | Cash and cash equivalents at end of year | 43 | 14,900 | - Net cash from financing activities in 2024 was **$20.3 million**, primarily due to **$19.9 million** in proceeds from the S-3 financing[292](index=292&type=chunk) - Net cash used in investing activities in 2024 was **$7.0 million**, mainly for repayment of related party advances and equipment purchases[290](index=290&type=chunk) [Directors, Senior Management and Employees](index=57&type=section&id=Item%206.%20Directors%2C%20Senior%20Management%20and%20Employees) The company's leadership received $116,000 in cash compensation in FY 2024, with YUN FENG ASSETS INC. as a major shareholder [Directors and Senior Management](index=57&type=section&id=A.%20Directors%20and%20Senior%20Management) The company is led by CEO Siguang Peng and features a five-member board with three independent directors chairing key committees Directors and Senior Management | Name | Position | | :--- | :--- | | Siguang Peng | Chief Executive Officer and Director | | Xu Peng | Director and Chairman of the Board of Directors | | Yupeng Guo | Acting Chief Financial Officer | | Ye Ren | Independent Director and Chair of the Audit Committee | | Zhiyi Xie | Independent Director and Chair of the Compensation Committee | | Yuejun Jiang | Independent Director and Chair of the Nominating and Corporate Governance Committee | [Compensation](index=59&type=section&id=B.%20Compensation) Aggregate executive cash compensation was $116,000 in FY 2024, with equity awards governed by a 2020 Share Incentive Plan Named Executive Officer Compensation (FY 2024) | Name and Principal Position | Salary ($) | Total ($) | | :--- | :--- | :--- | | Siguang Peng | 60,000 | 60,000 | | Yupeng Guo | 36,000 | 36,000 | - As of December 31, 2024, there were **209,753 outstanding options** granted to non-executive employees under the 2020 Plan[322](index=322&type=chunk) [Share Ownership](index=64&type=section&id=E.%20Share%20Ownership) As of year-end 2024, executives owned 0.26% of shares, with YUN FENG ASSETS INC. holding a 6.46% stake Beneficial Ownership as of December 31, 2024 | Name of Beneficial Owner | Amount of beneficial ownership | Percentage of outstanding ordinary shares | | :--- | :--- | :--- | | **Directors and Executive Officers** | | | | Siguang Peng | 10,936 | 0.17% | | Yupeng Guo | 5,599 | 0.09% | | All directors and executive officers as a group | 16,535 | 0.26% | | **5% or Greater Shareholders** | | | | YUN FENG ASSETS INC. | 415,602 | 6.46% | - As of December 31, 2024, there were **6,434,040 ordinary shares outstanding**[6](index=6&type=chunk)[344](index=344&type=chunk) [Major Shareholders and Related Party Transactions](index=65&type=section&id=Item%207.%20Major%20Shareholders%20and%20Related%20Party%20Transactions) The company settled all significant amounts due to related parties in FY 2024, including repayments to its former Chairman - In the year ended December 31, 2024, the company repaid advances of **$2.4 million** to former Chairman Mr. Jishuang Zhao and **$1.8 million** to its associate, Met Chain Co., Limited[354](index=354&type=chunk) Balances with Related Parties (in thousands of US$) | | As of Dec 31, 2023 | As of Dec 31, 2024 | | :--- | :--- | :--- | | **Amounts due to related parties** | **4,056** | **-** | | - Mr. Guo Yupeng | 290 | - | | - Mr. Zhao Jishuang | 1,952 | - | | - Met Chain Co., Limited | 1,814 | - | | **Amounts due from related parties** | **-** | **200** | | - Mr. Guo Yupeng | - | 12 | | - Met Chain Co., Limited | - | 188 | [Financial Information](index=66&type=section&id=Item%208.%20Financial%20Information) The company provides consolidated financial statements and does not intend to pay dividends or face material legal proceedings - The company does not intend to declare or pay dividends in the near future, retaining earnings for business operations and expansion[360](index=360&type=chunk) - The company is not currently involved in any legal proceedings that are expected to have a material adverse effect on its business or financial condition[359](index=359&type=chunk) [Additional Information](index=67&type=section&id=Item%2010.%20Additional%20Information) The company details its share capital, tax status as a Cayman Islands entity, and potential PFIC classification risks for U.S. holders - The company's authorized share capital is **$1,500,000**, divided into **25,000,000 ordinary shares** with a par value of US$0.06 each[372](index=372&type=chunk)[376](index=376&type=chunk) - As a Cayman Islands entity, the company is not subject to income, capital gains, or dividend withholding tax in the Cayman Islands[397](index=397&type=chunk) - The company does not expect to be treated as a Passive Foreign Investment Company (PFIC), but its status is determined annually and subject to market fluctuations[407](index=407&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=76&type=section&id=Item%2011.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's primary market risk is credit and concentration risk related to its cash holdings and accounts receivable - The company's main market risk is credit risk from cash and accounts receivable, which is managed through holding funds in reputable institutions and customer credit evaluations[426](index=426&type=chunk)[428](index=428&type=chunk) [PART II](index=77&type=section&id=PART%20II) [Controls and Procedures](index=77&type=section&id=Item%2015.%20Controls%20And%20Procedures) Management concluded internal control over financial reporting was ineffective due to insufficient U.S. GAAP expertise and system weaknesses - Management concluded that as of December 31, 2024, the company's **internal control over financial reporting was ineffective**[441](index=441&type=chunk) - Material weaknesses identified include a lack of sufficient finance personnel with U.S. GAAP experience and inadequate financial system controls[442](index=442&type=chunk) - Remediation plans include hiring experienced staff, providing U.S. GAAP training, and optimizing financial system controls[442](index=442&type=chunk) [Corporate Governance and Other Matters](index=78&type=section&id=Item%2016.%20Corporate%20Governance%20and%20Other%20Matters) The company details its governance practices, including its audit committee expert, code of ethics, and cybersecurity risk program - The Board of Directors has identified **Ms. Ye Ren** as the 'audit committee financial expert'[446](index=446&type=chunk) Principal Accountant Fees (in thousands of US$) | | 2023 | 2024 | | :--- | :--- | :--- | | Audit fees | 240 | 265 | | Total | 240 | 265 | - As a foreign private issuer, the company follows home country (Cayman Islands) practices for certain Nasdaq governance rules[455](index=455&type=chunk)[456](index=456&type=chunk) - The company has a cybersecurity risk management program overseen by the Board, and no material threats were identified in 2024[460](index=460&type=chunk)[462](index=462&type=chunk)[465](index=465&type=chunk) [PART III](index=82&type=section&id=PART%20III) [Financial Statements](index=82&type=section&id=Item%2018.%20Financial%20Statements) The company presents its audited consolidated financial statements, highlighting key accounting policies and financial positions Consolidated Balance Sheet Summary (in thousands of US$) | | As of Dec 31, 2023 | As of Dec 31, 2024 | | :--- | :--- | :--- | | **Total Current Assets** | **8,944** | **24,553** | | Cash and cash equivalents | 43 | 14,900 | | Digital assets | 436 | 1,085 | | **Total Assets** | **24,543** | **41,130** | | **Total Liabilities** | **5,101** | **1,213** | | **Total Shareholders' Equity** | **19,442** | **39,917** | - Digital assets (bitcoin) are accounted for as **indefinite-lived intangible assets** and are tested for impairment without subsequent reversal of losses[523](index=523&type=chunk) Property and Equipment, Net (in thousands of US$) | | As of Dec 31, 2023 | As of Dec 31, 2024 | | :--- | :--- | :--- | | Cost: Miners for Bitcoin | 17,241 | 20,321 | | Less: Accumulated depreciation | 4,539 | 8,151 | | **Property and equipment, net** | **12,702** | **12,170** | - As of December 31, 2024, the company held a **29.53% equity interest** in its joint venture, Met Chain Co Limited, valued at **$4.023 million**[568](index=568&type=chunk) - Share-based compensation expense recognized was **$571,000** for the year ended December 31, 2024, up from $138,000 in 2023[579](index=579&type=chunk) [Exhibits](index=82&type=section&id=Item%2019.%20Exhibits) This section provides an index of all exhibits filed with the report, including corporate documents and material contracts