BTC Development Corp.

BTC Development Corp. is a blank check company, also known as a Special Purpose Acquisition Company (SPAC), incorporated in the Cayman Islands on April 3, 2023 ¹. Its sole business objective is to effect a merger, share exchange, asset acquisition, share purchase, reorganization, or other similar business combination with one or more operating businesses or assets ². The company has not generated any operating revenues to date and does not expect to do so until it consummates its initial business combination ³. The company intends to focus its search for a target business in industries that complement its management team's background, specifically capitalizing on opportunities for attractive risk-adjusted returns in the bitcoin ecosystem and/or companies that have the potential to integrate bitcoin into their capital structures, balance sheets, and/or operations ⁴.

The company's core business model revolves around identifying and acquiring a target business, with a strategic focus on the bitcoin ecosystem. It aims to work with the acquired target to adopt a dedicated bitcoin treasury reserve strategy, engage in opportunistic financing arrangements to grow the target business' bitcoin treasury, add or enhance bitcoin technology capabilities, and acquire bitcoin-linked assets and businesses ⁵. The company generates non-operating income from interest earned on marketable securities held in its Trust Account ⁶. Its primary customer segments are not applicable as it is a blank check company, and its revenue generation is currently limited to interest income.

The company's product and service lines are not applicable as it is a blank check company with no commercial operations. Its strategic role is to serve as an acquisition vehicle for a private operating company seeking to become public, offering an alternative to a traditional initial public offering ⁷.

For the fiscal year ended December 31, 2025, BTC Development Corp. reported net income of $1,871,283 ⁸. This was primarily driven by interest earned on marketable securities held in the Trust Account, amounting to $2,412,555 ⁹, partially offset by formation, general, and administrative costs of $541,272 ¹⁰. As of December 31, 2025, the company had marketable securities held in the Trust Account totaling $255,012,555 ¹¹, which included approximately $2,012,555 of interest income ¹². Cash held outside the Trust Account was $1,985,699 ¹³. The company does not have any long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities, other than an agreement to pay its sponsor $30,000 per month for office space, utilities, and shared personnel support services, and its Chief Financial Officer up to $12,500 per month for his services ¹⁴.

Comparing year-over-year, for the year ended December 31, 2025, the company recorded a net income of $1,871,283 ¹⁵, a significant improvement from a net loss of $33,592 ¹⁶ for the year ended December 31, 2024. This shift is primarily attributable to the interest earned on marketable securities in the Trust Account following the initial public offering in October 2025 ¹⁷, which was not present in the prior year. Net cash used in operating activities for the year ended December 31, 2025, was $745,838 ¹⁸, compared to $0 ¹⁹ for the year ended December 31, 2024, reflecting increased operational expenses post-IPO.

Significant operational developments during the reported period include the consummation of the initial public offering on October 1, 2025, which generated gross proceeds of $253,000,000 ²⁰, including the full exercise of the over-allotment option ²¹. Simultaneously, the company completed a private placement of 760,000 placement units at $10.00 per unit ²², generating total gross proceeds of $7,600,000 ²³. Following these transactions, $253,000,000 ²⁴ was placed in a trust account ²⁵. The company incurred $16,037,284 ²⁶ in total transaction costs related to the initial public offering, including $4,400,000 ²⁷ in cash underwriting discounts and commissions and $10,780,000 ²⁸ in deferred underwriting discounts and commissions ²⁹.

Management's primary objective is to complete an initial business combination within the completion window, which ends on October 1, 2027, or January 1, 2028, if a definitive agreement is executed by October 1, 2027 ³⁰. If the company fails to complete a business combination within this timeframe, it will cease operations and liquidate, redeeming its public shares for approximately $10.00 per share ³¹, and its warrants will expire worthless ³². The company does not currently intend to seek shareholder approval to extend this period beyond 36 months from the closing of the initial public offering ³³.

The company intends to focus its search for a target business in industries that complement its management team's background, specifically capitalizing on opportunities for attractive risk-adjusted returns in the bitcoin ecosystem and/or companies that have the potential to integrate bitcoin into their capital structures, balance sheets, and/or operations ³⁴. The business strategy is grounded in the conviction that bitcoin is a monetary technology in a rapid adoption cycle with the potential to disrupt various industries and drive growth and wealth creation ³⁵. The goal is to find a target with a strong operating track record and the potential to leverage bitcoin's differentiated characteristics to build shareholder value over time ³⁶.

The company expects to incur significant costs in the pursuit of its acquisition plans ³⁷. It intends to use substantially all of the funds held in the Trust Account, including any interest earned (net of permitted withdrawals and excluding deferred underwriting commissions), to complete its Business Combination ³⁸. The remaining proceeds in the Trust Account, if any, will be used as working capital to finance the operations of the target business, make other acquisitions, and pursue growth strategies ³⁹. The company has an agreement to pay its sponsor or its affiliate or designee $30,000 per month for office space, utilities, and shared personnel support services ⁴⁰, and its Chief Financial Officer up to $12,500 per month for his services ⁴¹.

The company does not believe it will need to raise additional funds to meet operating expenditures ⁴². However, if the estimated costs for identifying a target business, conducting due diligence, and negotiating a business combination are less than the actual amount needed, the company may have insufficient funds to operate prior to its initial business combination ⁴³. Additionally, it may need to obtain additional financing to complete a business combination or if a significant number of public shares are redeemed, which could involve issuing additional securities or incurring debt ⁴⁴. Up to $2,500,000 of working capital loans from the sponsor or its affiliates may be convertible into units at $10.00 per unit upon consummation of the business combination ⁴⁵.

Structural headwinds and execution risks explicitly flagged by management include intense competition from other entities, including private investors, other SPACs, and operating businesses seeking strategic acquisitions ⁴⁶. The number of SPACs has increased substantially, leading to increased competition for attractive targets, which could cause target companies to demand improved financial terms, increase costs, or complicate the ability to find and consummate a business combination ⁴⁷. Geopolitical instability, such as the ongoing conflicts in Ukraine and the Middle East, could limit the company's ability to complete an initial business combination due to increased market volatility, decreased market liquidity, and unavailability of third-party financing ⁴⁸. Changes in international trade policies and tariffs may also negatively affect the search for a target or the performance of a post-combination company ⁴⁹.

The company faces several material risks, including the possibility that public shareholders may not have an opportunity to vote on a proposed business combination, allowing a combination to proceed without majority public shareholder support ⁵⁰. The sponsor, officers, and directors have agreed to vote their founder shares and placement shares in favor of any initial business combination, regardless of public shareholder votes, potentially influencing the outcome ⁵¹. The ability of public shareholders to redeem their shares for cash may make the company's financial condition unattractive to potential targets, hindering the completion of a business combination ⁵². The requirement to complete an initial business combination within the completion window (October 1, 2027, or January 1, 2028, under certain conditions ⁵³) may give target businesses leverage in negotiations and decrease due diligence capabilities as the deadline approaches ⁵⁴. If the net proceeds outside the trust account and permitted withdrawals are insufficient, the company will depend on loans from its sponsor or management, which are not obligated ⁵⁵. The nominal purchase price paid by the sponsor for founder shares (approximately $0.003 per share ⁵⁶) may result in significant dilution to public shareholders upon a business combination, and the sponsor could profit substantially even if public shareholders incur losses ⁵⁷. The company is also exposed to adverse developments in the financial services industry, including liquidity concerns or defaults by financial institutions holding its funds, which could impair the value of assets in the trust account ⁵⁸. Geopolitical instability from conflicts in Ukraine and the Middle East could adversely affect the search for a business combination and any target business ⁵⁹. Changes in international trade policies and tariffs may also negatively impact the attractiveness of targets or the performance of a post-combination company ⁶⁰.

Management's message to shareholders emphasizes the company's blank check nature, formed to effect a business combination, and its current lack of operating revenues ⁶¹. The strategic priority is to identify and acquire a business, focusing on companies that offer attractive risk-adjusted returns within the bitcoin ecosystem or those that can integrate bitcoin into their financial and operational structures ⁶². Management believes its team's background in finance, bitcoin, and capital markets positions them well to execute this plan, aiming to build shareholder value through innovative bitcoin-centric strategies ⁶³. The company's completion window for an initial business combination is until October 1, 2027, or January 1, 2028, if a definitive agreement is executed by October 1, 2027 ⁶⁴. Management does not expect to extend this period beyond 36 months from the initial public offering ⁶⁵.