BTC Digital Ltd. Files 8-K: Material Agreement & Equity Sales

TL;DR

BTC Digital Ltd. filed an 8-K on 3/13 detailing a material agreement signed 3/9 and equity sales.

AI Summary

On March 9, 2024, BTC Digital Ltd. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing was made on March 13, 2024.

Why It Matters

This 8-K filing indicates significant corporate activity for BTC Digital Ltd., including a new material agreement and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements and unregistered equity sales can introduce financial and operational risks that require further investigation.

Key Players & Entities

• BTC Digital Ltd. (company) — Filer of the 8-K report
• March 9, 2024 (date) — Date of earliest event reported
• March 12, 2024 (date) — Date of earliest event reported
• March 13, 2024 (date) — Date of filing

FAQ

Key Financial Figures

• $3.4 million — es. The total purchase consideration is $3.4 million or equivalent, including $400,000 equiv
• $400,000 — s $3.4 million or equivalent, including $400,000 equivalent of the Company's ordinary sh

Filing Documents

• ea0201676-8k_btcdigital.htm (8-K) — 32KB
• ea020167601ex10-1_btcdigital.htm (EX-10.1) — 50KB
• ea020167601ex10-2_btcdigital.htm (EX-10.2) — 37KB
• ea020167601ex99-1_btcdigital.htm (EX-99.1) — 7KB
• 0001213900-24-021909.txt ( ) — 365KB
• btct-20240309.xsd (EX-101.SCH) — 4KB
• btct-20240309_def.xml (EX-101.DEF) — 26KB
• btct-20240309_lab.xml (EX-101.LAB) — 36KB
• btct-20240309_pre.xml (EX-101.PRE) — 25KB
• ea0201676-8k_btcdigital_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On March 9, 2024, and Meten Service USA Corp. ("Meten"), a wholly owned subsidiary of BTC Digital Ltd. (the "Company"), entered into an acquisition and purchase agreement (the "Acquisition Agreement") with Alpha Plotter, LLC (the "Seller") to acquire the Seller's BTC mining facility under construction in North Carolina (the "Facility"). The Facility will have an electrical load of 10MW for long-term deployment and operation of BTC mining machines. The total purchase consideration is $3.4 million or equivalent, including $400,000 equivalent of the Company's ordinary shares valued at the average closing price on the five trading days preceding the execution date of the Acquisition Agreement. The delivery of the Facility is scheduled on or before May 31, 2024. In addition to the delivery of the Facility, the closing of the transaction contemplated in the Acquisition Agreement is also conditioned upon Meten entering into certain power supply agreement and lease agreement associated with the Facility to replace the Seller as a party to such agreements. The Seller's obligations under the Acquisition Agreement are to be secured pursuant to a security agreement (the "Security Agreement"), dated March 9, 2024, by and between Meten and the Seller, by a security interest in certain tangible personal assets of the Seller. The above summary of the Acquisition Agreement and the Security Agreement does not purport to be a complete discussion of the agreement between Meten and the Seller, and is qualified in its entirety by reference to the complete text of the Acquisition Agreement and the Security Agreement (with certain confidential terms redacted, as indicated thereon) filed as Exhibits 10.1 and 10.2 respectively to this current report on Form 8-K filed with the SEC and incorporated by reference herein.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.

01 Financial Statements and

Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are being filed herewith: Exhibit No. Description 10.1 Acquisition and Purchase Agreement, dated March 9, 2024, by and between Meten and Alpha Plotter, LLC. 10.2 Security Agreement, dated March 9, 2024, by and between Meten and Alpha Plotter, LLC. 99.1 Press Release dated March 12, 2024 issued by the Company. 104 Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) 1 SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BTC Digital Ltd. Dated: March 12, 2024 By: /s/ Siguang Peng Name: Siguang Peng Title: Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR