BTC Digital Ltd. Files 8-K: Material Agreement

TL;DR

BTC Digital Ltd. signed a big deal on Dec 5th, filing an 8-K.

AI Summary

On December 5, 2024, BTC Digital Ltd. entered into a material definitive agreement. The company, formerly known as Meten Holding Group Ltd. and DTC Digital Ltd., is based in Shenzhen, Guangdong Province, China. This filing also includes other events and financial statements and exhibits.

Why It Matters

This 8-K filing indicates a significant new agreement for BTC Digital Ltd., which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which can introduce new risks or opportunities that are not yet fully detailed.

Key Players & Entities

• BTC Digital Ltd. (company) — Filer
• Meten Holding Group Ltd. (company) — Former company name
• DTC Digital Ltd. (company) — Former company name
• December 5, 2024 (date) — Date of earliest event reported
• December 9, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $0.06 — res") of its ordinary shares, par value $0.06 per share ("Ordinary Shares"), and pre-
• $8.00 — losed the Offering at a public price of $8.00 per Share, and $7.999 per share underly
• $7.999 — a public price of $8.00 per Share, and $7.999 per share underlying each Pre-Funded Wa
• $18.40 million — roceeds to the Company of approximately $18.40 million after deducting underwriting discounts
• $0.001 — e per share of Ordinary Shares equal to $0.001 per share. The exercise price and the n

Filing Documents

• ea0224043-8k_btcdigi.htm (8-K) — 41KB
• ea022404301ex1-1_btcdigi.htm (EX-1.1) — 243KB
• ea022404301ex4-1_btcdigi.htm (EX-4.1) — 104KB
• ea022404301ex5-1_btcdigi.htm (EX-5.1) — 28KB
• ea022404301ex99-1_btcdigi.htm (EX-99.1) — 16KB
• ea022404301ex99-2_btcdigi.htm (EX-99.2) — 7KB
• ea022404301ex99-3_btcdigi.htm (EX-99.3) — 8KB
• ea022404301ex99-4_btcdigi.htm (EX-99.4) — 7KB
• ex5-1_001.jpg (GRAPHIC) — 13KB
• 0001213900-24-107009.txt ( ) — 791KB
• btct-20241205.xsd (EX-101.SCH) — 4KB
• btct-20241205_def.xml (EX-101.DEF) — 26KB
• btct-20241205_lab.xml (EX-101.LAB) — 36KB
• btct-20241205_pre.xml (EX-101.PRE) — 25KB
• ea0224043-8k_btcdigi_htm.xml (XML) — 5KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. On December 6, 2024, BTC Digital Ltd. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Aegis Capital Corp. (the "Underwriter"), as amended by a written amendment on December 9, 2024, relating to the Company's public offering (the "Offering") of 880,000 shares (the "Shares") of its ordinary shares, par value $0.06 per share ("Ordinary Shares"), and pre-funded warrants to purchase 1,620,000 shares of Ordinary Shares in lieu of Ordinary Shares (the "Pre-Funded Warrants", and collectively with the Shares, the "Firm Securities") to certain investors. Pursuant to the Underwriting Agreement, the Company also granted the Underwriters a 45-day option ("Option") to purchase an additional 375,000 shares of Ordinary Shares (the "Option Securities", and together with the Firm Securities, the "Securities"). On December 9, 2024, the Company issued the Firm Securities and closed the Offering at a public price of $8.00 per Share, and $7.999 per share underlying each Pre-Funded Warrant, for net proceeds to the Company of approximately $18.40 million after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds of the Offering for general corporate purposes, which may include increasing its working capital, reducing indebtedness as applicable, acquisitions or investments in businesses, products or technologies that are complementary to its own, and capital expenditures. Each Pre-Funded Warrant has an exercise price per share of Ordinary Shares equal to $0.001 per share. The exercise price and the number of shares of Ordinary Shares issuable upon exercise of each Pre-Funded Warrant is subject to adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Ordinary Shares. Under the Pre-Funded Warrants,

01 Other Events

Item 8.01 Other Events. On December 5, 2024, the Company issued a press release announcing the launch of the Offering. The press release is attached as Exhibit 99.2 to this report and is incorporated herein by reference. On December 6, 2024, the Company issued a press release announcing the pricing of the Offering. The press release is attached as Exhibit 99.3 to this report and is incorporated herein by reference. On December 9, 2024, the Company issued a press release announcing the closing of the Offering. The press release is attached as Exhibit 99.4 to this report and is incorporated herein by reference. Cautionary Note Regarding Forward Looking This Current Report on Form 8-K contains forward-looking statements, including statements regarding the Offering, including, without limitation, the Company's intended use of proceeds from the Offering, which are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are commonly identified by words such as "will be," "may," "expects," "believes," "plans" and "intends" and other terms with similar meaning. You are cautioned that the forward-looking statements in this Current Report on Form 8-K are based on current beliefs, assumptions and expectations, speak only as of the date of this Current Report on Form 8-K and involve risks and uncertainties that could cause actual results to differ materially from current expectations. Such statements are subject to certain known and unknown risks and uncertainties, many of which are difficult to predict and generally beyond the Company's control, that could cause actual results and other future events to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Material factors that could cause actual results to differ materially from current expectations include, without limitation, market conditions and the risk factors detaile

01 Financial Statement and Exhibits

Item 9.01 Financial Statement and Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated December 6, 2024, between BTC Digital Ltd. and Aegis Capital Corp. 4.1 Form of Pre-funded Warrant 5.1 Opinion of Conyers Dill & Pearman 23.1 Consent of Conyers Dill & Pearman (included in Exhibit 5.1) 99.1 Amendment to the Underwriting Agreement, dated December 9, 2024 99.2 Press Release, dated December 5, 2024 99.3 Press Release, dated December 6, 2024 99.4 Press Release, dated December 9, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

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: December 9, 2024 By: /s/ Siguang Peng Siguang Peng Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR