BTC Digital Ltd. (NASDAQ: BTCT), a notable player in the blockchain technology sector, has officially announced the pricing details of its latest underwritten public offering. The company expects to generate gross proceeds of approximately $20.0 million from this initiative, prior to the deduction of underwriting fees and other related offering expenses.
Offering Structure and Key Details
The public offering comprises a combination of 2,500,000 Ordinary Shares and Pre-Funded Warrants. Each Ordinary Share is being offered to the public at a price of $8.00. For investors interested in the Pre-Funded Warrants, the price is set at $7.999 each. This figure is derived by subtracting the nominal exercise price of $0.001 per warrant from the public offering price per Ordinary Share.
A key feature of these Pre-Funded Warrants is that they are immediately exercisable. Holders can choose to exercise them at any point until they are fully utilized. It's important to note that for every Pre-Funded Warrant sold, the total number of Ordinary Shares offered will be reduced on a one-for-one basis.
Over-Allotment Option
In a move to accommodate potential market demand, the company has granted its sole book-running manager, Aegis Capital Corp., a 45-day option. This option allows Aegis to purchase an additional number of Ordinary Shares, up to 15% of the total shares sold in the initial offering. This provision is specifically designed to cover any over-allotments.
Expected Use of Proceeds and Closing
The offering is anticipated to close around December 9, 2024, contingent upon the fulfillment of standard closing conditions. Upon successful completion, BTC Digital Ltd. plans to allocate the net proceeds from this offering, combined with its existing cash reserves, towards general corporate purposes. These purposes encompass strengthening working capital and supporting ongoing operational needs, which aligns with the company's broader strategic goals in the blockchain ecosystem.
Legal Advisors and Regulatory Framework
The legal aspects of this transaction are being handled by VCL Law LLP, acting as U.S. counsel to BTC Digital Ltd. Kaufman & Canoles, P.C. is serving as U.S. counsel to Aegis Capital Corp.
This offering is being conducted under an effective shelf registration statement (Form S-3, No. 333-283367) that was previously filed with the U.S. Securities and Exchange Commission (SEC) and declared effective on December 5, 2024. All pertinent details of the offering will be outlined in a final prospectus supplement and an accompanying prospectus, which will be filed with the SEC and made available on its official website.
Interested parties are urged to review these documents in their entirety, as they contain comprehensive information about the company and the specific terms of the offering.
Important Legal Notice: This announcement is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy these securities. Any such offer will be made solely by means of a formal prospectus. The sale of these securities is not permitted in any state or jurisdiction where such an offer, solicitation, or sale would be unlawful prior to their registration or qualification under the securities laws of that region.
Understanding BTC Digital Ltd.'s Strategic Direction
BTC Digital Ltd. operates as a blockchain technology company with a strategic long-term vision to build value across several converging industries. Its focus extends into the metaverse, broader blockchain applications, and cryptocurrency mining. The company is actively pursuing the development of its blockchain-related enterprises throughout North America.
Its core business operations include, but are not limited to:
- Cryptocurrency mining operations.
- Construction and management of mining farms.
- Operation of mining pools and data centers.
- Business ventures related to miner accessories and hardware.
This public offering represents a significant step in securing the capital required to advance these ambitious initiatives.
Forward-Looking Statements
This press release contains certain statements that may be classified as "forward-looking" under U.S. securities laws. These statements are not based on historical facts but rather reflect the company's current expectations, plans, and projections about future events. They often use words like "may," "will," "expect," "project," "estimate," "anticipate," "plan," "believe," "potential," "should," or similar terminology.
It is crucial to understand that these forward-looking statements are not guarantees of future performance. They involve known and unknown risks, uncertainties, and other factors that may cause the company's actual results, performance, or achievements to differ materially from those expressed or implied in any forward-looking statement. The company does not assume any obligation to update these statements except as required by applicable law.
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Frequently Asked Questions
What is the total value of BTC Digital's public offering?
The gross proceeds from the underwritten public offering are expected to be approximately $20.0 million. This amount is calculated before subtracting underwriting fees and other standard offering expenses.
What exactly is being sold in this offering?
The offering consists of two primary financial instruments: Ordinary Shares and Pre-Funded Warrants. Investors can purchase shares at $8.00 each or warrants at $7.999 each, which are immediately exercisable.
How will BTC Digital use the money raised from this offering?
The company intends to use the net proceeds for general corporate purposes. This typically includes strengthening its working capital, funding operational expenses, and investing in its strategic growth initiatives within the blockchain and cryptocurrency mining sectors.
When is the expected closing date for this transaction?
The offering is scheduled to close on or about December 9, 2024. This date is dependent on the satisfaction of customary closing conditions that are standard for such financial transactions.
Where can I find the official legal documents for this offering?
The final prospectus supplement and the accompanying base prospectus will be available on the SEC's official website, www.sec.gov. These documents contain the full details and should be reviewed thoroughly before making any investment decision.
Does this announcement mean I can buy the shares now?
No, this press release is not an offer to sell securities. The official offer is made only through the formal prospectus filed with the SEC. It is unlawful to sell or offer these securities in any jurisdiction where it is not permitted prior to registration or qualification.