BTC Development Corp.

BTC Development Corp. is a blank check company, incorporated as a Cayman Islands exempted company, formed with the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or other similar business combination involving one or more businesses or assets ¹. The company has not generated any operating revenues to date and does not expect to do so until it consummates its initial business combination ². The company's focus for a target business is in industries that complement its management team's background, specifically capitalizing on opportunities for attractive risk-adjusted returns in the bitcoin ecosystem and/or businesses with the potential to integrate bitcoin into their capital structures, balance sheets, and/or operations ³. The company's sponsor intends to work with the target business 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 ⁴.

The company expects to encounter intense competition from other entities, including private investors, other Special Purpose Acquisition Companies (SPACs), and operating businesses seeking strategic acquisitions ⁵. Many of these competitors possess greater financial, technical, human, and other resources, or more local industry knowledge ⁶. The company's financial resources are relatively limited compared to many competitors, which may give others an advantage in pursuing the acquisition of sizable target businesses ⁷. The company's obligation to pay cash for redeemed Class A ordinary shares and the potential future dilution from outstanding warrants may also be viewed unfavorably by certain target businesses, making it more difficult to consummate an initial business combination ⁸.

The core business model of BTC Development Corp. is to identify and acquire a target business, leveraging its management team's expertise in finance, bitcoin, and capital markets ⁹. The company generates non-operating income in the form of interest income on marketable securities held in its Trust Account ¹⁰. Primary customer segments are not applicable as the company is a blank check company seeking an acquisition target, not an operating business with customers ¹¹. The company's strategy is grounded in the conviction of bitcoin's potential to create meaningful long-term value for creative and forward-thinking companies, aiming to find a target with a strong operating track record that can utilize bitcoin's differentiated characteristics ¹².

For the fiscal year ended December 31, 2025, BTC Development Corp. reported a net income of $1,871,283 ¹³. This consisted of interest earned on marketable securities held in the Trust Account of $2,412,555 ¹⁴, partially offset by formation, general, and administrative costs of $541,272 ¹⁵. As of December 31, 2025, the company had marketable securities held in the Trust Account totaling $255,012,555 ¹⁶, which included approximately $2,012,555 of interest income ¹⁷. The company also had cash of $1,985,699 held outside of the Trust Account ¹⁸. No operating revenues were generated for the period ¹⁹.

Comparing year-over-year, for the year ended December 31, 2025, the company had a net income of $1,871,283 ²⁰, a significant change from the net loss of $33,592 reported for the year ended December 31, 2024 ²¹. This shift was primarily driven by the interest earned on marketable securities in the Trust Account in 2025 ²², which was not present to the same extent in 2024. Formation, general, and administrative costs were $541,272 in 2025 ²³ compared to $33,592 in 2024 ²⁴. Net cash used in operating activities was $745,838 in 2025 ²⁵, while it was $0 in 2024 ²⁶.

During the reported fiscal period, the company consummated its initial public offering on October 1, 2025, issuing 25,300,000 units, including the full exercise of the over-allotment option, generating gross proceeds of $253,000,000 ²⁷. Simultaneously, it completed the sale of 760,000 placement units in a private placement to its sponsor, CCM, and KBW for total gross proceeds of $7,600,000 ²⁸. Following these transactions, $253,000,000 from the net proceeds was placed in a trust account ²⁹. The company incurred $16,037,284 in total transaction costs related to the initial public offering, comprising $4,400,000 in cash underwriting discounts and commissions, $10,780,000 in deferred underwriting discounts and commissions, and $857,284 in other offering costs ³⁰.

The company 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 ³¹. If its share capital or debt is used as consideration, the remaining proceeds in the Trust Account will be allocated as working capital for the acquired business's operations, other acquisitions, and growth strategies ³². The funds held outside the Trust Account, totaling $1,985,699 as of December 31, 2025 ³³, are intended for identifying and evaluating target businesses, performing due diligence, travel, reviewing corporate documents, and structuring and completing a Business Combination ³⁴.

The company's business strategy is centered on finding a target with a strong operating track record and the potential to leverage bitcoin's differentiated characteristics to build shareholder value over time ³⁵. This includes working with the target to adopt a dedicated bitcoin treasury reserve strategy, engaging in opportunistic financing arrangements to grow the target business' bitcoin treasury, adding or enhancing bitcoin technology capabilities, and acquiring bitcoin-linked assets and businesses ³⁶. The company believes that bitcoin is a monetary technology undergoing rapid adoption, which has the potential to disrupt various industries and drive growth and wealth creation, and expects this adoption to continue increasing bitcoin's price over longer time horizons ³⁷.

The company expects to incur significant costs in pursuit of its acquisition plans ³⁸. Management's plans to address capital needs include the initial public offering and potential loans from affiliates ³⁹. The company does not believe it will need to raise additional funds for operating expenditures, but acknowledges that if its cost estimates for identifying a target, due diligence, and negotiation are insufficient, it may lack funds to operate prior to its initial Business Combination ⁴⁰. Additionally, further financing may be required to complete the Business Combination or if a significant number of public shares are redeemed, potentially through additional securities issuance or debt incurrence ⁴¹.

The company has contractual obligations including a monthly payment of $30,000 to its sponsor or its affiliate for office space, utilities, and shared personnel support services ⁴², and up to $12,500 per month to its Chief Financial Officer, R. Maxwell Smeal, for his services ⁴³. These monthly fees will cease upon completion of a business combination or liquidation ⁴⁴. Up to $2,500,000 of working capital loans from the sponsor or affiliates may be convertible into units at $10.00 per unit upon consummation of the Business Combination ⁴⁵.

The company has identified several structural headwinds and execution risks. These include intense competition from other entities, including other SPACs, for acquisition opportunities, which could lead to increased costs or difficulties in finding and consummating a business combination ⁴⁶. The requirement to complete an initial business combination within the completion window may give target businesses leverage in negotiations and decrease the company's ability to conduct thorough due diligence as the deadline approaches ⁴⁷. If the net proceeds available outside the trust account are insufficient, the company may depend on loans from its sponsor or management team, who are not obligated to provide such loans ⁴⁸.

Geopolitical instability, such as the ongoing conflicts in Ukraine and the Middle East, could materially adversely affect the search for an initial business combination and any target business ⁴⁹. Such instability could lead to market disruptions, volatility in commodity prices, credit and capital markets, supply chain interruptions, and increased cyber-attacks ⁵⁰. Changes in international trade policies and tariffs may also negatively impact the attractiveness of certain targets or the performance of a post-combination company ⁵¹. Furthermore, the company may face risks related to financial technology businesses if it acquires one, including claims from product/service failures, inability to keep pace with technology, regulatory changes, cyber-attacks, and intellectual property issues ⁵².

The company faces several material risks, including intense competition for business combination opportunities from other entities, which may lead to increased costs or an inability to find a suitable target ⁵³. Geopolitical instability, such as the ongoing Russia-Ukraine conflict and Israel-Hamas conflict, could cause market volatility, decreased liquidity, and make third-party financing unavailable, thereby adversely affecting the search for and consummation of an initial business combination ⁵⁴. Changes in international trade policies and tariffs could negatively impact the attractiveness of targets or the performance of a post-combination company ⁵⁵. Operationally, the requirement to complete an initial business combination within the completion window may give target businesses leverage and decrease due diligence capabilities as the deadline approaches ⁵⁶. If the net proceeds outside the trust account are insufficient, the company depends on non-obligatory loans from its sponsor or management ⁵⁷. There is a risk that the 1% excise tax on stock repurchases, introduced by the Inflation Reduction Act of 2022, may apply to redemptions of ordinary shares, potentially decreasing the value of securities or reducing funds available for distribution in a liquidation, although guidance suggests an exemption for complete corporate liquidations under Section 331 of the Code ⁵⁸.

Management's message to shareholders emphasizes their belief in bitcoin as a disruptive monetary technology with the potential to drive growth and wealth creation, and their goal to find a target business that can capitalize on bitcoin's differentiated characteristics to build shareholder value ⁵⁹. They highlight their management team's skills and experience in identifying, evaluating, and consummating a business combination, particularly at the intersection of finance, bitcoin, and capital markets ⁶⁰. The strategic priorities include finding a target with a strong operating track record, adopting a dedicated bitcoin treasury reserve strategy, engaging in opportunistic financing, enhancing bitcoin technology capabilities, and acquiring bitcoin-linked assets ⁶¹. The company has not issued formal guidance for upcoming revenue, margin, or EPS, but states that the funds available for a business combination are initially $242,220,000, assuming no redemptions and after payment of $10,780,000 of deferred underwriting fees ⁶².