BTC Development Corp. Files 8-K

TL;DR

BTC Development Corp. (fka Emerald Acquisition Corp. II) filed an 8-K on Oct 1, 2025, detailing its share structure and operations.

AI Summary

On October 1, 2025, BTC Development Corp. (formerly Emerald Acquisition Corp. II) filed an 8-K report. The filing details the company's structure, including ordinary shares and redeemable warrants, and confirms its incorporation in the Cayman Islands. The company's principal executive offices are located at 2929 Arch Street, Suite 1703, Philadelphia, PA.

Why It Matters

This filing provides essential corporate structure and operational details for BTC Development Corp., formerly Emerald Acquisition Corp. II, which is relevant for investors tracking the company's status and any potential future business activities.

Risk Assessment

Risk Level: low — This is a routine 8-K filing providing corporate information and does not indicate any immediate financial distress or significant operational changes.

Key Players & Entities

• BTC Development Corp. (company) — Registrant
• Emerald Acquisition Corp. II (company) — Former company name
• October 1, 2025 (date) — Date of earliest event reported
• 2929 Arch Street, Suite 1703, Philadelphia, PA (location) — Principal executive offices

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, subject to adjustment as pro
• $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)

Filing Documents

• ea0260340-8k_btcdevelop.htm (8-K) — 34KB
• ea026034001ex99-1_btcdevelop.htm (EX-99.1) — 115KB
• 0001213900-25-097023.txt ( ) — 393KB
• bdci-20251001.xsd (EX-101.SCH) — 4KB
• bdci-20251001_def.xml (EX-101.DEF) — 27KB
• bdci-20251001_lab.xml (EX-101.LAB) — 37KB
• bdci-20251001_pre.xml (EX-101.PRE) — 25KB
• ea0260340-8k_btcdevelop_htm.xml (XML) — 7KB

01. Other Events

Item 8.01. Other Events. On October 1, 2025, BTC Development Corp. (the " Company ") consummated the sale of 25,300,000 units (the "Units") in its initial public offering (the " IPO "), 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, subject to adjustment as provided in the Company's registration statement on Form S-1, initially filed with the Securities and Exchange Commission on August 19, 2025 (File No. 333-289705). On October 1, 2025, 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 Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, 74,250 Placement Units were purchased by Keefe, Bruyette & Woods, Inc. and 512,500 Placement Units were purchased by one of the Company's sponsors, BTC Development Sponsor LLC. 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. An audited balance sheet as of October 1, 2025 reflecting receipt of the proceeds upon consummation of the IPO and the Private Plac

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Audited balance sheet of the Company as of October 1, 2025. 1 SIGNATURE 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 hereunto duly authorized. Dated: October 7, 2025 BTC DEVELOPMENT CORP. By: /s/ R. Maxwell Smeal Name: R. Maxwell Smeal Title: Chief Financial Officer and Secretary 2

View Full Filing

View this 8-K filing on SEC EDGAR