BTC Development Corp. Files 8-K with Multiple Corporate Actions

TL;DR

BTC Development Corp. (BDCI) filed an 8-K detailing material agreements, equity sales, and executive changes.

AI Summary

BTC Development Corp. (formerly Emerald Acquisition Corp. II) filed an 8-K on October 3, 2025, reporting several material events as of September 29, 2025. These include entering into a material definitive agreement, unregistered sales of equity securities, and modifications to security holder rights. The filing also notes the departure of directors or officers, election of directors, appointment of officers, and compensatory arrangements. Additionally, amendments to articles of incorporation or bylaws and a change in fiscal year were reported.

Why It Matters

This 8-K filing indicates significant corporate restructuring and potential changes in the company's governance and financial arrangements, which could impact investors.

Risk Assessment

Risk Level: medium — The filing involves multiple material events including unregistered equity sales and changes in corporate governance, which can introduce uncertainty.

Key Players & Entities

• BTC Development Corp. (company) — Filer
• Emerald Acquisition Corp. II (company) — Former Company Name
• 20251003 (date) — Filing Date
• 20250929 (date) — Period of Report Date

FAQ

Key Financial Figures

• $0.0001 — LC Class A ordinary shares, par value $0.0001 per share BDCI The Nasdaq Stock Mar
• $10.00 — ents. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to
• $253,000,000 — rating gross proceeds to the Company of $253,000,000. Each Unit consists of one Class A ordi
• $11.50 — purchase one Class A Ordinary Share for $11.50 per share. In connection with the clos
• $7,600,000 — ment Unit, generating gross proceeds of $7,600,000. 173,250 Placement Units were purchased
• $10,780,000 — d the Private Placement (which includes $10,780,000 of the Underwriters' deferred discount)
• $400,000 — irements (subject to an annual limit of $400,000) and to pay taxes (or up to $100,000 fo
• $100,000 — of $400,000) and to pay taxes (or up to $100,000 for dissolution expenses if a business

Filing Documents

• ea0259285-8k_btc.htm (8-K) — 56KB
• ea025928501ex1-1_btc.htm (EX-1.1) — 256KB
• ea025928501ex3-1_btc.htm (EX-3.1) — 343KB
• ea025928501ex4-1_btc.htm (EX-4.1) — 136KB
• ea025928501ex10-1_btc.htm (EX-10.1) — 52KB
• ea025928501ex10-2_btc.htm (EX-10.2) — 95KB
• ea025928501ex10-3_btc.htm (EX-10.3) — 110KB
• ea025928501ex10-4_btc.htm (EX-10.4) — 62KB
• ea025928501ex10-5_btc.htm (EX-10.5) — 62KB
• ea025928501ex10-6_btc.htm (EX-10.6) — 57KB
• ea025928501ex10-7_btc.htm (EX-10.7) — 13KB
• ea025928501ex99-1_btc.htm (EX-99.1) — 6KB
• ea025928501ex99-2_btc.htm (EX-99.2) — 6KB
• ex3-1_001.jpg (GRAPHIC) — 39KB
• 0001213900-25-096131.txt ( ) — 1805KB
• bdci-20250929.xsd (EX-101.SCH) — 4KB
• bdci-20250929_def.xml (EX-101.DEF) — 27KB
• bdci-20250929_lab.xml (EX-101.LAB) — 37KB
• bdci-20250929_pre.xml (EX-101.PRE) — 25KB
• ea0259285-8k_btc_htm.xml (XML) — 7KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On October 1, 2025, BTC Development Corp. (the " Company "), consummated its initial public offering (" IPO ") of 25,300,000 units (the " Units "), including the exercise in full by the underwriters of an option to purchase up to 3,300,000 Units at the offering price to cover over-allotments. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $253,000,000. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the " Class A Ordinary Shares "), and one-fourth of one redeemable warrant of the Company (each, a " Warrant "), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. In connection with the closing of the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company's registration statement on Form S-1 (File No. 333-289705) for the IPO, originally filed with the Securities and Exchange Commission (the " Commission ") on August 19, 2025 (as amended, the " Registration Statement "), all of which are attached as exhibits and incorporated by reference herein: An Underwriting Agreement, dated September 29, 2025 (the " Underwriting Agreement "), among the Company, Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (" CCM ") and Keefe, Bruyette & Woods, Inc. (" KBW " and, together with CCM, the " Representatives "); An Investment Management Trust Agreement, dated September 29, 2025, between the Company and Continental Stock Transfer & Trust Company; A Warrant Agreement, dated September 29, 2025, between the Company and Continental Stock Transfer & Trust Company; A Registration Rights Agreement, dated September 29, 2025, between the Company and certain security holders of the Company; A Letter Agreement, dated September 29, 2025, by and among the Company, its officers and direc

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. Simultaneously with the consummation of the IPO, the Company consummated the issuance and sale (" Private Placement ") of 760,000 Units (the " Placement Units ") in a private placement transaction at a price of $10.00 per Placement Unit, generating gross proceeds of $7,600,000. 173,250 Placement Units were purchased by CCM, 74,250 Placement Units were purchased by KBW and 512,500 Placement Units were purchased by one of the Company's sponsors, BTC Development Sponsor LLC. The Warrants included in the Placement Units are identical to the Warrants included in the IPO Units except as otherwise described in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. 1

03. Material Modification to Rights

Item 3.03. Material Modification to Rights of Security Holders. The disclosure set forth under

03 is incorporated herein by this reference

Item 5.03 is incorporated herein by this reference. Item5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 29, 2025, in connection with the IPO, Betsy Z. Cohen , Bracebridge H. Young, Jr., Jonathan Kirkwood, Andrew Hohns, Grant Gilliam and Hersh Kozlov (collectively, the " Directors ") were appointed to the board of directors of the Company (the " Board "). Effective September 29, 2025, each of Messrs. Hohns, Kozlov and Kirkwood, were appointed to the Board's Audit Committee, with Mr. Hohns serving as chair of the Audit Committee. Each of Messrs. Hohns, Kozlov and Gilliam were appointed to the Board's Compensation Committee, with Mr. Kozlov serving as chair of the Compensation Committee. On September 29, 2025, the Company entered into indemnity agreements with each of the Directors, as well as with R. Maxwell Smeal, the Chief Financial Officer and Secretary of the Company, that require the Company to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing summary of the indemnity agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of indemnity agreement, which is filed as Exhibit 10.8 to this Current Report on Form 8-K and incorporated herein by reference.

03. Amendments to Certificate of Incorporation

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. On September 29, 2025, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the " Amended and Restated Memorandum ") with the Cayman Islands General Registry. A description of the material terms of the Amended and Restated Memorandum is included in the Registration Statement and incorporated herein by this reference. In addition, a copy of the Amended and Restated Memorandum is attached hereto as Exhibit 3.1 and is incorporated herein by this reference.

01. Other Events

Item 8.01. Other Events. A total of $253,000,000 of the net proceeds from the IPO and the Private Placement (which includes $10,780,000 of the Underwriters' deferred discount) were placed in a trust account established for the benefit of the Company's public shareholders, with Continental Stock Transfer & Trust Company acting as trustee. Except for the withdrawal of interest earned on the funds to satisfy the Company's working capital requirements (subject to an annual limit of $400,000) and to pay taxes (or up to $100,000 for dissolution expenses if a business combination is not consummated), none of the funds held in the trust account will be released until the earlier of (i) the completion of the Company's initial business combination, (ii) the redemption of the Company's public shares if it is unable to complete its initial business combination within 24 months from the closing of the IPO or 27 months from the closing of the IPO if the Company has executed a definitive agreement for its initial business combination within 24 months from the closing of the IPO but has not completed its initial business combination within such 24-month period (or by such earlier liquidation date as the Company's board of directors may approve), subject to applicable law, and (iii) the redemption of the Company's public shares properly submitted in connection with a shareholder vote to amend the Amended and Restated Memorandum to modify the substance or timing of its obligation to redeem 100% of the Company's public shares if it has not consummated an initial business combination within 24 months from the closing of the IPO (or 27 months, as applicable) or with respect to any other material provisions relating to shareholders' rights or pre-initial business combination activity. A copy of the press release issued by the Company on September 29, 2025 regarding the pricing of the IPO is included as Exhibit 99.1 to this Current Report on Form 8-K. A copy of the press release issue

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated September 29, 2025, among the Company, Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC and Keefe, Bruyette & Woods, Inc. 3.1 Amended and Restated Memorandum and Articles of Association, filed with the Cayman Islands General Registry on September 29, 2025. 4.1 Warrant Agreement, dated September 29, 2025, between Continental Stock Transfer & Trust Company and the Company. 10.1 Letter Agreement, dated September 29, 2025, among the Company and certain security holders, officers and directors of the Company. 10.2 Investment Management Trust Agreement, dated September 29, 2025, between Continental Stock Transfer & Trust Company and the Company. 10.3 Registration Rights Agreement, dated September 29, 2025, between the Company and certain security holders of the Company. 10.4 Placement Unit Subscription Agreement, dated September 29, 2025, between the Company and BTC Development Sponsor LLC. 10.5 Placement Unit Subscription Agreement, dated September 29, 2025, between the Company and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC. 10.6 Placement Unit Subscription Agreement, dated September 29, 2025, between the Company and Keefe, Bruyette & Woods, Inc. 10.7 Administrative Services Agreement, dated September 29, 2025, between the Company and BTC Development Sponsor LLC. 10.8 Form of Indemnity Agreement (Incorporated by reference to Exhibit 10.9 filed with the Registrant's Form S-1 (File No. 333-289705). 99.1 Press Release dated September 30, 2025 (pricing of the IPO). 99.2 Press Release dated October 3, 2025 (closing of the IPO). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report

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