{"url_path":"/sec/bdciw/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-12","source_url":"https://www.sec.gov/Archives/edgar/data/2042292/0001213900-26-055166-index.html","accession_number":"0001213900-26-055166","cik":"0002042292","ticker":"BDCI","issuer_name":"BTC Development Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2042292/0001213900-26-055166-index.html","primary_entity_key":"0002042292","primary_entity_name":"BTC Development Corp."},"word_count":393,"has_tables":true,"body_markdown":"Item 2. Unregistered Sales of Equity Securities\nand Use of Proceeds.\n\n \n\nOn April 4, 2023, BTC Development\nSponsor LLC (f/k/a Cohen Circle Sponsor II, LLC) paid $25,000 to cover certain offering costs of the Company and became a holder of 1\nFounder Share. On August 11, 2025, the Company cancelled the one Founder Share and issued 8,686,667 Founder Shares to BTC Development\nSponsor LLC. The foregoing issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities\nAct.\n\n \n\nOn October 1, 2025, the Company\nconsummated the Initial Public Offering of 25,300,000 Units, which included the full exercise by the underwriters of their over-allotment\noption in the amount of 3,300,000 Units, at $10.00 per Unit, generating gross proceeds of $253,000,000. The securities sold in the Initial\nPublic Offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-289705). The SEC\ndeclared the registration statement effective on September 29, 2025. Cohen & Company Capital Markets, a division of Cohen & Company\nSecurities, LLC, and Keefe, Bruyette & Woods, Inc. served as the joint book-running managers for the Initial Public Offering.\n\n \n\nSimultaneously with the closing\nof the Initial Public Offering, the Company consummated the sale of 760,000 Placement Units at a price of $10.00 per Placement Unit\nin a private placement to one of the sponsors, and the representatives of the underwriters, generating gross proceeds of $7,600,000.\nOf those 760,000 Placement Units, BTC Development Sponsor LLC purchased 512,500 Placement Units, CCM purchased 173,250 Placement\nUnits and KBW purchased 74,250 Placement Units. The foregoing issuance was made pursuant to the exemption from registration contained\nin Section 4(a)(2) of the Securities Act.\n\n \n\nThe Placement Units are identical\nto the Units sold in the Initial Public Offering, except that the Placement Units are not transferable, assignable or salable until after\nthe completion of a Business Combination, subject to certain limited exceptions.\n\n \n\nOf the gross proceeds received\nfrom the Initial Public Offering and the sale of the Placement Units, an aggregate of $253,000,000 was placed in the Trust Account.\n\n \n\nWe paid a total of $16,037,284\nin transaction costs, consisting of $4,400,000 of cash underwriting fee, $10,780,000 of deferred underwriting fee, and $857,284 of other\noffering costs.\n\n \n\nFor a description of the\nuse of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q."}