BTC Digital raises $7M in private placement, warrants could add $21M

BTC Digital Ltd. (NASDAQ: BTCT) has entered into definitive agreements with institutional investors for a private placement of approximately $7 million in ordinary shares and warrants, according to a company press release.

The Singapore-based digital computing infrastructure company sold 6,140,350 common units at a price of $1.14 per unit. Each unit consists of one ordinary share or one pre-funded warrant, plus two warrants to purchase one ordinary share each at an exercise price of $1.71.

The common warrants are exercisable immediately and expire 60 months from issuance. If fully exercised on a cash basis, the warrants could generate approximately $21 million in additional gross proceeds, bringing the total potential raise to approximately $28 million. The company stated that no assurance can be given that any of the warrants will be exercised.

The transaction is expected to close on or about June 29, 2026, subject to customary closing conditions. The company said it intends to use the net proceeds for general corporate purposes and working capital.

The securities were sold in a private placement not involving a public offering and have not been registered under the Securities Act of 1933. They were offered only to accredited investors. The company has agreed to file one or more registration statements with the SEC covering the resale of the shares and shares issuable upon warrant exercise.

Aegis Capital Corp. acted as exclusive placement agent for the offering. VCL Law LLP served as U.S. counsel to the company, and Kaufman & Canoles, P.C. served as U.S. counsel to Aegis Capital Corp.

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