BTC Digital Ltd. (BTCT) Form 424B3 — Sep 18, 2026
BTC Digital Ltd. filed a 424B3 prospectus registering the resale by selling shareholders of up to 18,421,050 ordinary shares, consisting of 5,175,437 issued shares, 964,913 shares underlying pre-funded warrants, and 12,280,700 shares underlying common warrants, all stemming from a roughly $7 million private placement under a June 26, 2026 Securities Purchase Agreement. The company receives no proceeds from these resales. Dilution is severe: 11,800,567 shares were outstanding before the offering, and the count could rise to 30,221,617 if all warrants are exercised, a potential increase of roughly 156 percent.
Key figures
- Revenue
- 14000000
- Gross Proceeds
- approximately $7 million received in initial private placement; up to approximately $28 million total if all Common Warrants are exercised
- Shares Offered
- 18421050
- Shares Outstanding
- 11,800,567 prior to offering; up to 30,221,617 assuming full warrant exercise
- Revenue Note
- FY2025 cryptocurrency business revenue; FY2024 was $11.7 million
- Fy2024 Revenue
- 11700000
- Common Warrant Shares
- 12280700
- Par Value Per Share Usd
- 0.06
- Bitcoin2025 Price Range
- $60,000 to over $126,000
- Issued Placement Shares
- 5175437
- Reverse Split Ratio2023
- 1:20 (500,000,000 shares consolidated into 25,000,000 in August 2023)
- Pre Funded Warrant Shares
- 964913
- Fy2024 Crypto Business Net Loss
- -2000000
- Closing Price Per Share Sept16 2026
- 1.13
- Nasdaq Minimum Market Value Rule Usd
- 5000000
- Fy2025 Intercompany Cash Transfers Usd
- 1343295
- Potential Additional Warrant Proceeds Usd
- 21000000
AI analysis
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