BTC Development Corp. Files S-1

TL;DR

BTC Development Corp. (formerly Emerald Acquisition) filed S-1, looks like they're going public.

AI Summary

BTC Development Corp. filed an S-1 registration statement on August 19, 2025, indicating its intent to offer securities. Formerly known as Emerald Acquisition Corp. II, the company is incorporated in the Cayman Islands and has its principal executive offices in Philadelphia, PA. The filing does not specify the number of shares or the dollar amount to be offered.

Why It Matters

This S-1 filing signals BTC Development Corp.'s intention to raise capital through a public offering, which could impact its future growth and the market for its securities.

Risk Assessment

Risk Level: medium — As a newly registered entity with limited public information available in this initial filing, assessing specific risks is challenging, but S-1 filings generally indicate a period of uncertainty before public trading.

Key Numbers

• 20250819 — Filing Date (Indicates the date the S-1 was submitted to the SEC.)
• 1231 — Fiscal Year End (The company's fiscal year concludes on December 31st.)

Key Players & Entities

• BTC Development Corp. (company) — Registrant
• Emerald Acquisition Corp. II (company) — Former company name
• Betsy Z. Cohen (person) — Contact person
• 333-289705 (dollar_amount) — Registration number

FAQ

Key Financial Figures

• $11.50 — ne Class A ordinary share at a price of $11.50 per share, subject to adjustment as des
• $10.00 — ed herein, of BTC Development Corp. for $10.00 per unit. This Registration Statement a
• $25,000 — itial shareholders paid an aggregate of $25,000 for the founder shares, or approximatel
• $0.003 — or the founder shares, or approximately $0.003 per founder share and, accordingly, you
• $220,000,000 B — TO COMPLETION, DATED AUGUST 19, 2025 $220,000,000 BTC Development Corp. 22,000,000 Units
• $400,000 — irements, subject to an annual limit of $400,000 of the interest earned on the funds hel
• $100,000 — (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses
• $5,125,000 — nt units at a price of $10.00 per unit ($5,125,000 in the aggregate) in a private placemen
• $2,475,000 — nt units at a price of $10.00 per unit ($2,475,000 in the aggregate) in a private placemen
• $30,000 — heir affiliates or designees a total of $30,000 per month for office space, utilities a
• $12,500 — ancial Officer, R. Maxwell Smeal, up to $12,500 per month. Upon consummation of this of
• $500,000 — n of this offering, we will repay up to $500,000 in loans made to us by our sponsors to
• $2,500,000 — s held outside the trust account. Up to $2,500,000 of such loans may be convertible into u
• $0.20 — 0,000 $ 206,800,000 __________ (1) $0.20 per unit, or $4,400,000 in the aggregat
• $4,400,000 — 00 __________ (1) $0.20 per unit, or $4,400,000 in the aggregate, is payable upon the c

Filing Documents

• ea0225715-06.htm (S-1) — 5081KB
• ea022571506ex1-1_btc.htm (EX-1.1) — 300KB
• ea022571506ex3-1_btc.htm (EX-3.1) — 218KB
• ea022571506ex3-2_btc.htm (EX-3.2) — 278KB
• ea022571506ex4-1_btc.htm (EX-4.1) — 18KB
• ea022571506ex4-2_btc.htm (EX-4.2) — 17KB
• ea022571506ex4-4_btc.htm (EX-4.4) — 143KB
• ea022571506ex5-1_btc.htm (EX-5.1) — 57KB
• ea022571506ex5-2_btc.htm (EX-5.2) — 20KB
• ea022571506ex10-1_btc.htm (EX-10.1) — 18KB
• ea022571506ex10-2_btc.htm (EX-10.2) — 47KB
• ea022571506ex10-3_btc.htm (EX-10.3) — 94KB
• ea022571506ex10-4_btc.htm (EX-10.4) — 111KB
• ea022571506ex10-5_btc.htm (EX-10.5) — 47KB
• ea022571506ex10-6_btc.htm (EX-10.6) — 58KB
• ea022571506ex10-7_btc.htm (EX-10.7) — 65KB
• ea022571506ex10-8_btc.htm (EX-10.8) — 66KB
• ea022571506ex10-9_btc.htm (EX-10.9) — 134KB
• ea022571506ex10-10_btc.htm (EX-10.10) — 12KB
• ea022571506ex14_btc.htm (EX-14) — 51KB
• ea022571506ex23-1_btc.htm (EX-23.1) — 2KB
• ea022571506ex99-1_btc.htm (EX-99.1) — 40KB
• ea022571506ex99-2_btc.htm (EX-99.2) — 36KB
• ea022571506ex99-3_btc.htm (EX-99.3) — 2KB
• ea022571506ex99-4_btc.htm (EX-99.4) — 2KB
• ea022571506ex99-5_btc.htm (EX-99.5) — 2KB
• ea022571506ex99-6_btc.htm (EX-99.6) — 2KB
• ea022571506ex99-7_btc.htm (EX-99.7) — 2KB
• ea022571506ex-fee_btc.htm (EX-FILING FEES) — 18KB
• ex5-1_001.jpg (GRAPHIC) — 4KB
• ex5-1_002.jpg (GRAPHIC) — 5KB
• ex5-2_001.jpg (GRAPHIC) — 3KB
• ex5-2_002.jpg (GRAPHIC) — 1KB
• ex5-2_003.jpg (GRAPHIC) — 1KB
• 0001213900-25-078198.txt ( ) — 10619KB
• ck0002042292-20250819.xsd (EX-101.SCH) — 10KB
• ck0002042292-20250819_def.xml (EX-101.DEF) — 15KB
• ck0002042292-20250819_lab.xml (EX-101.LAB) — 118KB
• ck0002042292-20250819_pre.xml (EX-101.PRE) — 71KB
• ea0225715-06_htm.xml (XML) — 1021KB
• ea022571506ex-fee_btc_htm.xml (XML) — 7KB

Underwriting

Underwriting Discounts and Commissions (1)(2) Proceeds, Before Expenses, to Us Per Unit $ 10.00 $ 0.60 $ 9.40 Total $ 220,000,000.00 $ 13,200,000 $ 206,800,000 __________ (1) $0.20 per unit, or $4,400,000 in the aggregate, is payable upon the closing of this offering, independent of whether the underwriters' over -allotment option is exercised or not. In addition, (i) up to $0.40 per unit sold in the base offering or up to $8,800,000 in aggregate and (ii) up to $0.60 per unit sold in the overallotment option or up to $1,980,000 in the aggregate, is payable to the underwriters in this offering, for deferred underwriting commissions, to be placed in a trust account located in the United States and released to the underwriters only upon the completion of an initial business combination. Such deferred commissions will be released to the underwriters for their own account concurrently with completion of an initial business combination in the amounts set forth above, as described in this prospectus. Such underwriting discounts and commissions do not include certain fees and expenses payable to the underwriters in connection with this offering. In addition Keefe, Bruyette & Woods, Inc. is acting as a "qualified independent underwriter" in this offering. See section titled " Underwriting (Conflicts of Interest) " for a description of underwriting compensation payable to the underwriters. (2) Additionally, the underwriters (and/or their designees) have committed to purchase 247,500 placement units at $10 per unit for an aggregate purchase price of $2,475,000. Such placement units will be considered underwriting compensation in connection with this offering and, pursuant to FINRA Rule 5110, have been given a value of $154,660 (which reflects the offset of the purchase price against the shares underlying the units and the attributable value of the warrants underlying the units). Such valuation relates solely to the placement units for purposes of FINRA

View Full Filing

View this S-1 filing on SEC EDGAR