BTC Digital Ltd. Files 8-K for Equity Sales

TL;DR

BTC Digital sold equity, filing shows. Watch for dilution.

AI Summary

On June 28, 2024, BTC Digital Ltd. entered into a material definitive agreement related to unregistered sales of equity securities. The filing also includes financial statements and exhibits. The company was formerly known as DTC Digital Ltd., Meten Holding Group Ltd., and Meten EdtechX Education Group Ltd.

Why It Matters

This filing indicates potential dilution or capital raising activities through the sale of equity securities, which could impact existing shareholders.

Risk Assessment

Risk Level: medium — Unregistered sales of equity can sometimes signal financial distress or lead to significant dilution for existing shareholders.

Key Players & Entities

• BTC Digital Ltd. (company) — Filer
• DTC Digital Ltd. (company) — Former company name
• Meten Holding Group Ltd. (company) — Former company name
• Meten EdtechX Education Group Ltd. (company) — Former company name
• June 28, 2024 (date) — Date of earliest event reported
• July 3, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $1.99 million — es. The total purchase consideration is $1.99 million or equivalent at the Closing Date (as d
• $1,530,000 — sing Date (as defined below), including $1,530,000 cash or USDT, $360,000 equivalent of th
• $360,000 — ow), including $1,530,000 cash or USDT, $360,000 equivalent of the Company's ordinary sh
• $100,000 — ck-up period from the Closing Date, and $100,000 Holdback Payment (as defined in the Acq

Filing Documents

• ea0208971-8k_btcdigital.htm (8-K) — 30KB
• ea020897101ex10-1_btcdigital.htm (EX-10.1) — 89KB
• ea020897101ex99-1_btcdigital.htm (EX-99.1) — 7KB
• ex10-1_001.jpg (GRAPHIC) — 50KB
• ex10-1_002.jpg (GRAPHIC) — 444KB
• ex10-1_003.jpg (GRAPHIC) — 523KB
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• ex10-1_006.jpg (GRAPHIC) — 545KB
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• ex10-1_008.jpg (GRAPHIC) — 506KB
• ex10-1_009.jpg (GRAPHIC) — 543KB
• ex10-1_010.jpg (GRAPHIC) — 514KB
• ex10-1_011.jpg (GRAPHIC) — 523KB
• ex10-1_012.jpg (GRAPHIC) — 452KB
• ex10-1_013.jpg (GRAPHIC) — 494KB
• ex10-1_014.jpg (GRAPHIC) — 595KB
• ex10-1_015.jpg (GRAPHIC) — 503KB
• ex10-1_016.jpg (GRAPHIC) — 539KB
• ex10-1_017.jpg (GRAPHIC) — 410KB
• ex10-1_018.jpg (GRAPHIC) — 322KB
• ex10-1_019.jpg (GRAPHIC) — 125KB
• ex10-1_020.jpg (GRAPHIC) — 105KB
• ex10-1_021.jpg (GRAPHIC) — 20KB
• ex10-1_022.jpg (GRAPHIC) — 149KB
• ex10-1_023.jpg (GRAPHIC) — 103KB
• ex10-1_024.jpg (GRAPHIC) — 137KB
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• ex10-1_026.jpg (GRAPHIC) — 138KB
• ex10-1_027.jpg (GRAPHIC) — 148KB
• ex10-1_028.jpg (GRAPHIC) — 179KB
• ex10-1_029.jpg (GRAPHIC) — 101KB
• ex10-1_030.jpg (GRAPHIC) — 25KB
• ex10-1_031.jpg (GRAPHIC) — 101KB
• ex10-1_032.jpg (GRAPHIC) — 92KB
• ex10-1_033.jpg (GRAPHIC) — 24KB
• ex10-1_034.jpg (GRAPHIC) — 31KB
• 0001213900-24-059091.txt ( ) — 14236KB
• btct-20240628.xsd (EX-101.SCH) — 4KB
• btct-20240628_def.xml (EX-101.DEF) — 26KB
• btct-20240628_lab.xml (EX-101.LAB) — 36KB
• btct-20240628_pre.xml (EX-101.PRE) — 25KB
• ea0208971-8k_btcdigital_htm.xml (XML) — 5KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On June 28, 2024, Meten Service USA Corp. ("Meten"), a wholly owned subsidiary of BTC Digital Ltd. (the "Company") and the Company entered into an acquisition and purchase agreement (the "Acquisition Agreement") with MINE CRYPTO PRO INC. (the "Seller") to acquire the Seller's wholly owned subsidiary, Quench Data LLC (the "Target"). The Target owns Bitcoin mining facility in Arkansas (the "Facility") equipped with a 6MV long-term stable power load for long-term deployment and operation of BTC mining machines. The total purchase consideration is $1.99 million or equivalent at the Closing Date (as defined below), including $1,530,000 cash or USDT, $360,000 equivalent of the Company's ordinary shares valued at the average closing price on the ten trading days preceding the Closing Date, subject to a 6-month lock-up period from the Closing Date, and $100,000 Holdback Payment (as defined in the Acquisition Agreement). The closing of the transaction contemplated in the Acquisition Agreement is scheduled on or before the 7th Business Day after the date of the Acquisition Agreement (the "Closing Date") and is conditioned upon, among other things, certain representations and warranties detailed in the Acquisition Agreement. The above summary of the Acquisition Agreement does not purport to be a complete discussion of the agreement among Meten, the Company, and the Seller and is qualified in its entirety by reference to the complete text of the Acquisition Agreement filed as Exhibits 10.1 to this current report on Form 8-K filed with the U.S. Securities and Exchange Commission 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 Statement and Exhibits

Item 9.01 Financial Statement and Exhibits. Exhibit No. Description 10.1 The Acquisition Agreement among Meten Service USA Corp., BTC Digital Ltd. and MINE CRYPTO PRO INC., dated June 28, 2024. 99.1 Press Release dated July 3, 2024 issued by the Company. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BTC Digital Ltd. /s/ Siguang Peng By: Siguang Peng Chief Executive Officer Date: July 3, 2024 2

View Full Filing

View this 8-K filing on SEC EDGAR