BTC Digital Ltd. Files 8-K on Equity Sales

TL;DR

BTC Digital Ltd. (BTCT) filed an 8-K for unregistered equity sales on Nov 13.

AI Summary

On November 13, 2024, BTC Digital Ltd. filed an 8-K report detailing unregistered sales of equity securities and other events. The company, formerly known as Meten EdtechX Education Group Ltd. and Meten Holding Group Ltd., is based in Shenzhen, China, and operates in the finance services sector.

Why It Matters

This filing indicates potential dilution or changes in ownership structure due to unregistered equity sales, which could impact existing shareholders.

Risk Assessment

Risk Level: medium — Unregistered sales of equity securities can sometimes signal financial distress or a need for capital, and may involve less stringent disclosure requirements.

Key Players & Entities

• BTC Digital Ltd. (company) — Filer of the 8-K
• Meten EdtechX Education Group Ltd. (company) — Former company name
• Meten Holding Group Ltd. (company) — Former company name
• November 13, 2024 (date) — Date of earliest event reported
• November 15, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $0.06 — dinary shares of the Company, par value $0.06 per share (the "Ordinary Shares"), on b

Filing Documents

• ea0221365-8k_btcdigi.htm (8-K) — 34KB
• ea022136501ex99-1_btcdigi.htm (EX-99.1) — 103KB
• ea022136501ex99-2_btcdigi.htm (EX-99.2) — 153KB
• ea022136501ex99-3_btcdigi.htm (EX-99.3) — 6KB
• 0001213900-24-099081.txt ( ) — 546KB
• btct-20241113.xsd (EX-101.SCH) — 4KB
• btct-20241113_def.xml (EX-101.DEF) — 26KB
• btct-20241113_lab.xml (EX-101.LAB) — 36KB
• btct-20241113_pre.xml (EX-101.PRE) — 25KB
• ea0221365-8k_btcdigi_htm.xml (XML) — 5KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities On November 12 and November 13, 2024, BTC Digital Ltd. (the "Company"), a Cayman Islands exempted company, received cashless exercise notices from holders of certain investor warrants (the "Warrants") of the Company to purchase 727,425 ordinary shares of the Company, par value $0.06 per share (the "Ordinary Shares"), on behalf of themselves or permitted assignees (each a "Holder" and collectively, "Holders") pursuant to Section 2 of the Warrants. On November 13, 2024, the Company issued to the respective Holders 727,425 Ordinary Shares (the "November 13 Shares"). All November 13 Shares were issued as the result of cashless exercises of the Warrants. On November 14, 2024, the Company received additional cashless exercise notices from three Holders for the purchase of 120,372 Ordinary Shares pursuant to Section 2 of the Warrants. On November 15, 2024, the Company issued to the three Holders 120,372 Ordinary Shares (the "November 15 Shares"). All November 15 Shares were issued as the result of cashless exercises of the Warrants. A form of the investor warrant and the cashless exercise notices are filed as Exhibit 99.1 and 99.2 to this current report, respectively. Name of the Holder Total Number of Issuance Armistice Capital Master Fund Ltd 254,789 Empery Asset Master, LTD 217,963 Empery Tax Efficient, LP 67,031 Empery Tax Efficient III, LP 134,512 Sabby Volatility Warrant Master Fund LTD 173,502 The issuances of November 13 Shares and November 15 Shares were "transactions by an issuer not involving any public offering" and were exempted from registration in reliance of Section 4(a)(2) of the Securities Act of 1933, as amended, as all the Ordinary Shares were issued to five Holders pursuant to the Warrants, and the Ordinary Shares were issued through direct communication by the Company with the Holders, and not through any general solicitation or public advertising.

01 Other Events

Item 8.01 Other Events. On November 13, 2024. The Company issued a press release announcing new Bitcoin mining machine hosting agreements with two major clients. The press release is filed as Exhibit 99.3 to this current report.

01 Financial Statement and Exhibits

Item 9.01 Financial Statement and Exhibits. Exhibit No. Description 99.1 Form of Investor Warrant 99.2 Exercise Notices 99.3 Press Release dated November 13, 2024 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. Date: November 15, 2024 By: /s/ Siguang Peng Siguang Peng Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR