BTC Digital Ltd. Files 2023 Annual Report on Form 10-K

TL;DR

<b>BTC Digital Ltd. has filed its 2023 annual report (10-K) detailing its financial performance and corporate information.</b>

AI Summary

BTC Digital Ltd. (BTCT) filed a Annual Report (10-K) with the SEC on April 15, 2024. BTC Digital Ltd. filed its annual report on Form 10-K for the fiscal year ended December 31, 2023. The company's ordinary shares trade on The Nasdaq Stock Market LLC under the symbol BTCT. Warrants exercisable for ordinary shares also trade on The Nasdaq Stock Market LLC under the symbol BTCTW. The company was formerly known as DTC Digital Ltd., Meten Holding Group Ltd., and Meten EdtechX Education Group Ltd. The principal executive offices are located in Shenzhen, Guangdong Province, People's Republic of China.

Why It Matters

For investors and stakeholders tracking BTC Digital Ltd., this filing contains several important signals. This filing provides a comprehensive overview of BTC Digital Ltd.'s financial health, operational activities, and strategic direction for the fiscal year 2023. Investors and stakeholders can use this report to assess the company's performance, risks, and future prospects, particularly concerning its listing on The Nasdaq Stock Market.

Risk Assessment

Risk Level: low — BTC Digital Ltd. shows low risk based on this filing. The filing is a standard annual report (10-K) and does not contain immediate red flags, but the company's operational details and financial performance within the report will determine future risk.

Analyst Insight

Review the full 10-K filing for detailed financial statements, risk factors, and management discussion to understand BTC Digital Ltd.'s current business standing and future outlook.

Key Numbers

• 20231231 — Fiscal Year End (Reported period)
• 20240415 — Filing Date (Date the report was filed)
• 001-39258 — Commission File Number (SEC identifier)
• 0001796514 — Central Index Key (SEC identifier)

Key Players & Entities

• BTC Digital Ltd. (company) — Registrant
• The Nasdaq Stock Market LLC (company) — Exchange where securities are registered
• BTCT (company) — Trading symbol for ordinary shares
• BTCTW (company) — Trading symbol for warrants
• DTC Digital Ltd. (company) — Former company name
• Meten Holding Group Ltd. (company) — Former company name
• Meten EdtechX Education Group Ltd. (company) — Former company name
• Securities and Exchange Commission (regulator) — Filing authority

FAQ

Industry Context

The company operates within the finance services sector, specifically focusing on crypto assets, as indicated by its SIC code.

Regulatory Implications

The filing is made in accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934 and Rule 405 of Regulation S-T for interactive data files.

What Investors Should Do

1. Thoroughly review the financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations within the 10-K.
2. Examine the Risk Factors section for potential challenges and uncertainties facing BTC Digital Ltd.
3. Monitor future filings and company announcements for updates on performance and strategy.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K.
• 2024-04-15: Filing Date — Date the 10-K was officially submitted to the SEC.

Year-Over-Year Comparison

This is the initial 10-K filing for the fiscal year 2023. Previous filings would have been under former company names.

Key Financial Figures

• $0.06 — Registered: Ordinary Shares, par value $0.06 per share BTCT The Nasdaq Stock Market
• $0.003 — ssued ordinary shares of par value of US$0.003 each in the capital of us were consolid
• $2.9 million — total of 99.7607 bitcoins, generating US$2.9 million in revenue. Historically, the price of
• $1 b — ot regained compliance with the minimum $1 bid price per share requirement. On March
• $1.00 — ordinary shares at or greater than the $1.00 per share minimum requirement for the p
• $880,000 — uch number of ordinary shares valued at $880,000 to be issued to the Sellers, with the n
• $0.25 — 0.003 per share, at a purchase price of $0.25 per ordinary share and for an aggregate
• $1.0 million — and for an aggregate purchase price of $1.0 million. The entry into the Subscription Agreem
• $3.342 — $0.06 per share, at a purchase price of $3.342 per ordinary share, for an aggregate pu
• $1,014,286 — are, for an aggregate purchase price of $1,014,286. The entry into the Subscription Agreem
• $1,500,000 — thorized share capital of us shall be US$1,500,000, divided into 25,000,000 ordinary share
• $20 million — r.l. (the "Azimut Investor") invested US$20 million in EdtechX to purchase 2,000,000 units
• $11.50 — dinary share of EdtechX at a price of US$11.50 per share), which units converted into
• $12 million — cation, in an aggregate investment of US$12 million was completed on March 30, 2020. On Ma

Filing Documents

• ea0203493-10k_btcdigit.htm (10-K) — 1307KB
• ea020349301ex3-2_btcdigit.htm (EX-3.2) — 16KB
• ea020349301ex4-1_btcdigit.htm (EX-4.1) — 70KB
• ea020349301ex4-2_btcdigit.htm (EX-4.2) — 4KB
• ea020349301ex10-2_btcdigit.htm (EX-10.2) — 57KB
• ea020349301ex10-3_btcdigit.htm (EX-10.3) — 140KB
• ea020349301ex10-9_btcdigit.htm (EX-10.9) — 139KB
• ea020349301ex10-15_btcdigit.htm (EX-10.15) — 28KB
• ea020349301ex14-1_btcdigit.htm (EX-14.1) — 33KB
• ea020349301ex19-1_btcdigit.htm (EX-19.1) — 73KB
• ea020349301ex21-1_btcdigit.htm (EX-21.1) — 4KB
• ea020349301ex23-1_btcdigit.htm (EX-23.1) — 3KB
• ea020349301ex31-1_btcdigit.htm (EX-31.1) — 10KB
• ea020349301ex31-2_btcdigit.htm (EX-31.2) — 10KB
• ea020349301ex32-1_btcdigit.htm (EX-32.1) — 4KB
• ea020349301ex32-2_btcdigit.htm (EX-32.2) — 4KB
• ea020349301ex97-1_btcdigit.htm (EX-97.1) — 24KB
• image_001.jpg (GRAPHIC) — 47KB
• image_002.jpg (GRAPHIC) — 24KB
• ex3-2_001.jpg (GRAPHIC) — 45KB
• ex3-2_002.jpg (GRAPHIC) — 42KB
• ex23-1_001.jpg (GRAPHIC) — 2KB
• ex23-1_002.jpg (GRAPHIC) — 3KB
• 0001213900-24-032825.txt (&nbsp;) — 7559KB
• btct-20231231.xsd (EX-101.SCH) — 63KB
• btct-20231231_cal.xml (EX-101.CAL) — 57KB
• btct-20231231_def.xml (EX-101.DEF) — 294KB
• btct-20231231_lab.xml (EX-101.LAB) — 513KB
• btct-20231231_pre.xml (EX-101.PRE) — 292KB
• ea0203493-10k_btcdigit_htm.xml (XML) — 658KB

Business

Business 1 Item 1A.

Risk Factors

Risk Factors 15 Item 1B. Unresolved Staff Comments 38 Item 1C Cybersecurity 38 Item 2.

Properties

Properties 39 Item 3.

Legal Proceedings

Legal Proceedings 39 Item 4. Mine Safety Disclosures 39 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 40 Item 6. Reserved 41 Item 7.

Management's Discussion and Analysis of Financial

Management's Discussion and Analysis of Financial Condition and Results of Operations 41 Item 7A.

Quantitative and Qualitative Disclosures About

Quantitative and Qualitative Disclosures About Market Risk 48 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 48 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 48 Item 9A.

Controls and Procedures

Controls and Procedures 48 Item 9B. Other Information 49 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 49 PART III Item 10. Directors, Executive Officers and Corporate Governance 50 Item 11.

Executive Compensation

Executive Compensation 55 Item 12.

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 57 Item 13. Certain Relationships and Related Transactions, and Director Independence 58 Item 14. Principal Accounting Fees and Services 59 PART IV Item 15. Exhibits and Financial Statement Schedules 60 Item 16. Form 10-K Summary 62 i INTRODUCTION In this annual report on Form 10-K, or this annual report, except where the context otherwise requires and for purposes of this annual report only, references to: "we," "us," "our Company," "the Company" and "our" are to BTC Digital Ltd.; "China" or the "PRC" are to the People's Republic of China, including the special administrative regions of Hong Kong and Macau and excluding for the purposes of this annual report only, Taiwan; "Code" are to the U.S. Internal Revenue Code of 1986, as amended; "former variable interest entities" or "former VIEs" are to Shenzhen Meten International Education Co., Ltd., or Shenzhen Meten, and Shenzhen Likeshuo Education Co., Ltd., or Shenzhen Likeshuo, and their respective direct and indirect subsidiaries, which are PRC companies in which Meten did not have equity interests but whose financial results had been consolidated by Meten in accordance with U.S. GAAP due to Meten being the primary beneficiary of these companies prior to the termination of the VIE agreements in November 2022; "gross billings" are to the total amount of cash received for the sales of our products and services during a specific period of time, net of the total amount of refunds for that period, which is not a measure under U.S. GAAP; "Met Chain" are to Met Chain investment holding company Ltd, a company formed under the laws of the British Virgin Islands; "Met Path" are to Meta Path investing holding company, a company formed under the laws of the Cayman Islands; "Meten Blockchain" are to "METEN BLOCK CHAIN LLC," a company formed in the State of California; "ordinary shares" are to o

Business

ITEM 1. Business Overview and Recent Developments Through the operating entities, we are a crypto asset technology company based in the U.S. with a focus on bitcoin mining. We also generate revenue through mining machines resale and rental business operations. For the fiscal year ended December 31, 2023, we generated a substantial majority of our revenue from bitcoin mining. We store all of our bitcoins mined in hot wallets, or cryptocurrency wallets connected to the internet, and may from time to time exchange bitcoins mined for fiat currency to generate cash flow to fund our subsidiaries' business operations. We attribute our growth since we launched our crypto asset business in 2022 to our competitive strengths in diversified revenue streams, dedicated team and efforts towards regulatory compliance, and our experienced and visionary management team. As of December 31, 2023, our subsidiaries owned a total of 2,021 mining machines, of which 1,801, or 89.1% were under operation with a total hash rate of 213PH/S. Through our subsidiaries, we manage and operate our mining machines at the hosting facilities operated by a hosting facility owner in New Tazewell, Tennessee. For the fiscal year ended December 31, 2023, we mined a total of 99.7607 bitcoins, generating US$2.9 million in revenue. Historically, the price of bitcoins has fluctuated significantly. The profitability of our bitcoin mining operations and our operation results have been and will continue to be directly impacted by the trading price of bitcoins. To mitigate these risks, we have launched a mining machines resale and rental business. We have maintained business relationship with a major machine manufacturer, AGM Technologies Ltd, from which we source mining machines on an order-by-order basis, often at prices lower than market prices. We will then resell mining machines when there is a shortage of machines available on the market and resale prices are higher. Additionally, from time to time, we

View Full Filing

View this 10-K filing on SEC EDGAR