BTC Digital Ltd. (NASDAQ: BTCT), a leading blockchain technology company, has officially announced the pricing of its underwritten public offering, securing anticipated gross proceeds of approximately $20.0 million. This strategic capital raise underscores the company’s commitment to expanding its footprint in the blockchain and cryptocurrency mining sectors, while reinforcing its financial foundation for future growth initiatives.
The offering comprises 2,500,000 Ordinary Shares and Pre-Funded Warrants, with each Ordinary Share priced at $8.00. Pre-Funded Warrants are offered at $7.999 apiece—effectively the same value as the Ordinary Shares minus a nominal exercise price of $0.001 per warrant. These Pre-Funded Warrants are immediately exercisable and remain valid until fully exercised. Notably, for every Pre-Funded Warrant issued, the number of Ordinary Shares available in the offering will be reduced on a one-for-one basis.
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Strategic Over-Allotment Option and Closing Details
In a move to provide additional financial flexibility, BTC Digital Ltd. has granted Aegis Capital Corp. ("Aegis") a 45-day over-allotment option. This allows Aegis to purchase up to an additional 15.0% of the Ordinary Shares sold in the offering, solely to cover any over-allotments. This provision ensures market stability and investor confidence during the distribution phase.
The transaction is expected to close on or around December 9, 2024, subject to customary closing conditions. Upon completion, the company plans to allocate the net proceeds—combined with existing cash reserves—toward general corporate purposes and working capital. These funds will support key operational areas such as infrastructure development, technology upgrades, and business expansion across North America.
Regulatory Framework and Offering Documentation
This public offering is being conducted under an effective shelf registration statement on Form S-3 (No. 333-283367), previously filed with and declared effective by the U.S. Securities and Exchange Commission (SEC) on December 5, 2024. The final prospectus supplement and accompanying base prospectus, which detail the terms of the offering, will be accessible via the SEC’s official website at www.sec.gov.
Investors and interested parties are encouraged to review the full prospectus supplement, accompanying documents, and other SEC filings incorporated by reference. These materials offer comprehensive insights into BTC Digital Ltd.’s financial health, business model, risk factors, and strategic objectives.
It is important to note that this press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in jurisdictions where such activities would be unlawful without proper registration or qualification under applicable securities laws.
Leadership in Blockchain Innovation
BTC Digital Ltd. operates at the forefront of blockchain technology innovation. The company’s long-term vision focuses on creating sustainable value across three core domains: the metaverse, blockchain ecosystems, and cryptocurrency mining infrastructure.
Its operational strategy includes developing large-scale cryptocurrency mining farms, managing high-efficiency mining pools, operating secure data centers, and supplying essential miner accessories. By concentrating its efforts in North America, BTC Digital aims to leverage favorable regulatory environments, access reliable energy sources, and build scalable digital asset infrastructure.
This latest fundraising round positions the company to accelerate these initiatives, enhancing both operational capacity and technological competitiveness in a rapidly evolving industry.
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Legal Representation and Market Oversight
Aegis Capital Corp. is serving as the sole book-running manager for this offering, overseeing underwriting and distribution logistics. On the legal front, VCL Law LLP is acting as U.S. counsel to BTC Digital Ltd., ensuring compliance with federal securities regulations. Kaufman & Canoles, P.C. represents Aegis Capital Corp. as its legal advisor.
These professional partnerships reflect the rigor and transparency required in public capital markets, especially within the highly scrutinized blockchain sector.
Core Keywords and Industry Relevance
Key terms central to this announcement include:
- blockchain technology
- cryptocurrency mining
- public offering
- BTC Digital Ltd.
- NASDAQ: BTCT
- Pre-Funded Warrants
- SEC registration
- digital asset infrastructure
These keywords naturally align with growing investor interest in blockchain-based business models, decentralized finance (DeFi), and institutional-grade crypto mining operations.
Frequently Asked Questions (FAQ)
Q: What is the total amount raised in BTC Digital Ltd.'s public offering?
A: The company expects gross proceeds of approximately $20.0 million before underwriting fees and offering expenses.
Q: How are Pre-Funded Warrants structured in this offering?
A: Each Pre-Funded Warrant is priced at $7.999 and has an exercise price of $0.001. They are immediately exercisable and reduce the number of available Ordinary Shares on a one-for-one basis.
Q: When is the offering expected to close?
A: The transaction is anticipated to close on or about December 9, 2024, pending standard closing conditions.
Q: What will the raised funds be used for?
A: Proceeds will support general corporate purposes and working capital, including expansion of mining operations and data center development in North America.
Q: Is this offering registered with the SEC?
A: Yes, it is made under an effective Form S-3 shelf registration (No. 333-283367), declared effective on December 5, 2024.
Q: Can investors outside the U.S. participate in this offering?
A: Participation depends on local securities regulations. Investors should consult legal advisors to ensure compliance with jurisdictional requirements.
Forward-Looking Statements and Risk Disclosure
Certain statements in this release contain forward-looking information as defined under Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These include projections about product development, business growth, market expansion, and financial performance.
Words such as “may,” “will,” “expect,” “anticipate,” “believe,” “plan,” and “potential” signal forward-looking content. While management believes these expectations are reasonable based on current information, actual outcomes may differ materially due to risks related to market volatility, regulatory changes, technological shifts, and operational challenges.
The company does not undertake any obligation to update these statements unless required by law.
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