BTC Digital Ltd. Announces Closing of $6.0 Million Registered Direct Offering

Rhea-AI Summary

BTC Digital (NASDAQ: BTCT) has successfully closed its previously announced registered direct offering, raising $6.0 million through the sale of 2,000,000 Ordinary Shares at $3.00 per share to institutional investors. The transaction closed on July 16, 2025.

The company plans to use the net proceeds, combined with existing cash, to purchase Ethereum. Aegis Capital Corp. served as the exclusive placement agent, with various law firms providing legal counsel. The offering was conducted under an effective shelf registration statement on Form S-3.

Positive

• Secured $6.0 million in additional funding through institutional investors
• Strategic investment planned in Ethereum cryptocurrency

Negative

• Share dilution through issuance of 2,000,000 new Ordinary Shares
• Offering price of $3.00 may represent a discount to market value

Insights

Cryptocurrency Finance Expert

BTC Digital raised $6M through share offering at $3/share, plans to use proceeds to purchase Ethereum - strategic crypto treasury allocation.

BTC Digital has secured $6 million in fresh capital through a registered direct offering, selling 2 million ordinary shares at $3.00 per share to institutional investors. This financing structure is particularly noteworthy as it demonstrates institutional investor confidence in the company's blockchain technology focus.

The company's disclosed intention to use the proceeds for purchasing Ethereum represents a significant strategic decision. Rather than directing capital toward operational expenses or business development, management is essentially converting shareholder equity directly into cryptocurrency holdings. This positions BTC Digital as a publicly-traded vehicle with exposure to Ethereum price movements.

The 100% allocation toward Ethereum rather than Bitcoin is an interesting strategic choice given the company's name suggests Bitcoin affiliation. This could indicate management's bullish outlook specifically on Ethereum's future value proposition or technological applications. For shareholders, this essentially transforms part of their investment into a leveraged Ethereum position with the associated volatility and regulatory considerations that accompany direct cryptocurrency exposure.

The transaction structure—using a registered direct offering rather than a private placement—provides regulatory clarity and transparency for investors while still giving the company flexibility in capital raising. The involvement of Aegis Capital as the exclusive placement agent indicates professional facilitation of the institutional investment process.

SINGAPORE, July 16, 2025 /PRNewswire/ -- BTC Digital Ltd. (NASDAQ: BTCT) (the "Company"), a blockchain technology company, today announced the closing of the previously announced registered direct offering with institutional investors of approximately $6.0 million of the Company's Ordinary Shares at a price of $3.00 per Ordinary Share. The offering consisted of the sale of 2,000,000 Ordinary Shares.

Aggregate gross proceeds to the Company were approximately $6.0 million before deducting fees to the placement agent and other expenses payable by the Company. The transaction closed on July 16, 2025. The Company expects to use the net proceeds from the offering, together with its existing cash, for the purchase of Ethereum.

Aegis Capital Corp. acted as exclusive placement agent for the offering. VCL Law LLP acted as U.S. counsel to the Company. AllBright Law Offices acted as PRC counsel to the Company. Conyers Dill & Pearman acted as Cayman counsel to the Company. Kaufman & Canoles, P.C. acted as counsel to Aegis Capital Corp.

The registered direct offering was made pursuant to an effective shelf registration statement on Form S-3 (No. 333-283367) previously filed with the U.S. Securities and Exchange Commission (SEC) and declared effective by the SEC on December 5, 2025. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC's website located at www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, by email at syndicate@aegiscap.com, or by telephone at +1 (212) 813-1010.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About BTC Digital Ltd.

BTC Digital Ltd.is a blockchain technology company, with a long-term strategy to create value across the metaverse, blockchain and cryptocurrency mining industry. The Company is committed to developing blockchain related businesses in North America, including cryptocurrency mining, mining farm construction, mining pool and data center operation, and miner accessories business.

For more information, please visit: https://btct.investorroom.com/ 

Forward-Looking Statements

The foregoing material may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the Company's product development and business prospects, and can be identified by the use of words such as "may," "will," "expect," "project," "estimate," "anticipate," "plan," "believe," "potential," "should," "continue" or the negative versions of those words or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the security laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

 

 

 

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SOURCE BTC Digital Ltd.

FAQ

What is the size and price of BTC Digital's (BTCT) registered direct offering?

BTC Digital raised $6.0 million through the sale of 2,000,000 Ordinary Shares at $3.00 per share to institutional investors.

How will BTC Digital (BTCT) use the proceeds from the $6.0 million offering?

BTC Digital plans to use the net proceeds, combined with existing cash, to purchase Ethereum.

Who was the placement agent for BTC Digital's (BTCT) registered direct offering?

Aegis Capital Corp. acted as the exclusive placement agent for the offering.

When did BTC Digital (BTCT) close its $6.0 million registered direct offering?

The offering closed on July 16, 2025.

What type of investors participated in BTC Digital's (BTCT) $6.0 million offering?

The offering was conducted as a registered direct offering with institutional investors.