false 0001796514 00-0000000 CN 0001796514 2024-01-19 2024-01-19 0001796514 BTCT:OrdinarySharesMember 2024-01-19 2024-01-19 0001796514 BTCT:WarrantsMember 2024-01-19 2024-01-19 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 19, 2024

 

BTC Digital Ltd.

(Exact name of registrant as specified in its charter)

 

Cayman Islands   001-39258   N/A
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)

 

3rd Floor, Tower A

Tagen Knowledge & Innovation Center

2nd Shenyun West Road, Nanshan District

Shenzhen, Guangdong Province

People’s Republic of China

   518000
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number including area code: +86 755-82945250

 

N/A

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Ordinary shares   BTCT   The Nasdaq Stock Market LLC
Warrants   BTCTW   The Nasdaq Stock Market LLC

 

 

 

 

 

 

 

Item 7.01 Regulation FD Disclosure.

 

Domestic Issuer Status

 

Prior to January 1, 2024, the Company qualified as a foreign private issuer. As of June 30, 2023, the last business day of the second quarter of the Company, the Company determined that it no longer qualified as a foreign private issuer. As a result, as of January 1, 2024, the Company is required to file periodic reports and registration statements on U.S. domestic issuer forms with the U.S. Securities and Exchange Commission, which are more detailed and extensive in certain respects, and which must be filed more promptly, than the forms available to a “foreign private issuer” as defined in Rule 405 under the Securities Act of 1933, as amended.

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 

 

  BTC Digital Ltd.
   
Dated: January 19, 2024 By: /s/ Siguang Peng
  Name:  Siguang Peng
  Title: Chief Executive Officer

 

2

 

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Cover
Jan. 19, 2024
Document Type 8-K
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Document Period End Date Jan. 19, 2024
Entity File Number 001-39258
Entity Registrant Name BTC Digital Ltd.
Entity Central Index Key 0001796514
Entity Tax Identification Number 00-0000000
Entity Incorporation, State or Country Code E9
Entity Address, Address Line One 3rd Floor
Entity Address, Address Line Two Tower A
Entity Address, Address Line Three 2nd Shenyun West Road, Nanshan District
Entity Address, City or Town Shenzhen
Entity Address, Country CN
Entity Address, Postal Zip Code 518000
City Area Code +86
Local Phone Number 755-82945250
Written Communications false
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Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Ordinary shares  
Title of 12(b) Security Ordinary shares
Trading Symbol BTCT
Security Exchange Name NASDAQ
Warrants  
Title of 12(b) Security Warrants
Trading Symbol BTCTW
Security Exchange Name NASDAQ
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