BTCT.NASDAQBtc Digital LTD

SCHEDULE: BTC Digital Ltd. Ownership Update

Sentiment:

Beneficial Ownership Filing


Several investment entities and Michael Bigger report a combined beneficial ownership of 5.6% in BTC Digital Ltd. ordinary shares.

Capital raiseThe filing references a private placement offering by BTC Digital Ltd. on June 26, 2026, which involved the sale of 6,140,350 Common Units (or Pre-Funded Units).Each unit consisted of one Ordinary Share (or Pre-Funded Warrant) and two PIPE Common Warrants to purchase one Ordinary Share at an exercise price of $1.71.The reporting persons' ownership calculations are based, in part, on the shares offered in this private placement.

Summary

  • BIGGER CAPITAL FUND L P, Bigger Capital Fund GP, LLC, District 2 Capital Fund LP, District 2 Capital LP, District 2 GP LLC, District 2 Holdings LLC, and Michael Bigger have jointly filed a Schedule 13G.
  • As of June 26, 2026, these entities collectively beneficially own 877,194 ordinary shares of BTC Digital Ltd.
  • This represents approximately 5.6% of the company's outstanding ordinary shares.
  • The filing also notes that these entities hold common warrants, with a 4.99% beneficial ownership limitation, for an additional 1,754,388 ordinary shares (877,194 shares per entity).
  • The percentages are based on 9,516,975 ordinary shares outstanding as of December 31, 2025, and an additional 6,140,350 ordinary shares offered in a private placement as of June 26, 2026.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, as it is a routine disclosure of beneficial ownership and does not provide new operational or financial performance information about BTC Digital Ltd.

Positives

  • Significant collective ownership stake of 5.6% by the reporting persons in BTC Digital Ltd.
  • The reporting persons hold warrants that could increase their stake, indicating potential future investment.
  • The filing is a routine disclosure for significant beneficial ownership, suggesting established investment strategies.

Negatives

  • The reporting persons' ownership is subject to a 4.99% beneficial ownership limitation on shares issuable upon exercise of warrants, potentially capping their future stake.
  • The calculation of ownership percentages includes shares from a private placement, which may not be fully subscribed or may have different terms.

Risks

  • The 4.99% beneficial ownership limitation on warrants could prevent the reporting persons from fully exercising their rights and increasing their stake beyond this threshold.
  • The inclusion of shares from a private placement in the ownership percentage calculation introduces uncertainty regarding the actual total outstanding shares and the reporting persons' precise ownership percentage.

Future Outlook

The filing does not contain forward-looking statements or guidance from the company. It primarily reports on current beneficial ownership and potential future share acquisition through warrants, subject to limitations.

Industry Context

StockSavvy.ai notes that this Schedule 13G filing is a standard disclosure for significant institutional investors and individuals crossing ownership thresholds. It indicates active investment in the digital assets or technology sector where BTC Digital Ltd. operates, reflecting a common strategy of accumulating stakes and potentially exercising rights through warrants.

Stakeholder Impact

  • Shareholders: The filing indicates a significant ownership stake by institutional investors, which could influence corporate governance and strategic decisions.
  • Potential Investors: The information on ownership and warrants provides insight into the investment landscape of BTC Digital Ltd.

Next Steps

  • The reporting persons may exercise their common warrants, subject to the 4.99% beneficial ownership limitation.
  • Further filings may be required if ownership levels change significantly.

Key Dates

DateDescription
2025-12-31Date of record for outstanding ordinary shares (9,516,975) used in percentage calculation.
2026-05-11Date of Issuer's Form 20-F filing, which provided the outstanding share count.
2026-06-26Date of event requiring filing; also the date of the Issuer's Press Release regarding a private placement offering and the date as of which ownership is reported.
2026-07-02Date of the Schedule 13G filing and Joint Filing Agreement.

Keywords

BTC Digital Ltd., Schedule 13G, Beneficial Ownership, Ordinary Shares, Common Warrants, Investment Funds, Michael Bigger, SEC Filing, Ownership Threshold

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