BTC Digital Ltd. Initiates Private Placement Financing to Raise Up to $28 Million

BTC Digital Ltd. Secures Financing for Growth

BTC Digital Ltd. (NASDAQ: BTCT), a prominent player in the digital computing infrastructure sector, has announced the commencement of private placement financing that may yield substantial proceeds. This move will see the company raise up to $28 million, which is expected to bolster its operations in blockchain and AI infrastructure.

On June 26, 2026, BTC Digital Ltd. disclosed that it has entered into significant agreements with institutional investors. These agreements collectively facilitate the sale of around $7 million worth of Ordinary Shares and warrants to interested buyers, with an anticipated growth potential of an additional $21 million if warrants are fully exercised. The purchase price for each Common Unit is set at $1.14, which comprises one Ordinary Share and two Common Warrants, each priced at $1.71 for exercising.

Financing Structure and Benefits

The structure of this financing allows BTC Digital to attract institutional investors while providing them with potential benefits through warrants. The sale includes 6,140,350 Common Units and Pre-Funded Units, aimed at generating immediate liquidity for the company. The pre-funded warrants involved in this deal can be exercised immediately, which gives investors added flexibility and potential profit from their investment.

The initial exercise price of the warrants is fixed at $1.71 per share, with these warrants being immediately exercisable and set to expire 60 months post-issuance. This strategy not only facilitates the raising of necessary funds but also strengthens BTC Digital's financial strategy by unlocking potential future cash inflows through the exercise of these warrants.

Strategic Utilization of Proceeds

BTC Digital intends to channel the net proceeds from this offering, alongside its existing cash reserves, towards general corporate expenditures and operational working capital. This funding is crucial for the company as it expands its endeavors in various sectors, including cryptocurrency mining and AI computing services, paving the way for enhanced capability and technological advancements in their portfolio.

Closing and Compliance

The transaction is projected to finalize around June 29, 2026, subject to the fulfillment of standard closing conditions. BTC Digital Ltd. has partnered with Aegis Capital Corp. as its exclusive placement agent, with legal representation provided by VCL Law LLP.

It’s important to note that the securities involved in this transaction are part of a private placement process not subjected to the public offering requirements under the Securities Act of 1933. Hence, these securities may not be resold in the U.S. unless they are registered via effective registration statements or qualify for an exemption.

About BTC Digital Ltd.

BTC Digital Ltd. has established itself as a leading company in the digital computing infrastructure domain. It actively engages in a variety of operations, including cryptocurrency mining, construction of mining farms, and the advancement of AI computing infrastructure across North America. As a forward-looking enterprise, BTC Digital is poised to capitalize on the evolving landscape of digital technology and blockchain applications.

This private placement is a strategic indication of BTC Digital’s ongoing commitment to enhancing its capabilities and extending its market reach. With the anticipated funding, the company is set to strengthen its position within the rapidly expanding sectors of blockchain and AI, ensuring it remains competitive in a fast-evolving market.

For more information about BTC Digital Ltd. and their latest initiatives, please visit their official site.