Btc Digital Ltd. 2023年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the transition period from _____________ to ___________________ Commission file number:001-39258 BTC Digital Ltd.(Exact name of registrant as specified in its charter) Cayman IslandsNot Applicable(State or other jurisdiction of(I.R.S. Employer 3rd Floor, Tower ATagen Knowledge & Innovation Center2nd Shenyun West Road, Nanshan DistrictShenzhen, Guangdong Province 518000People’s Republic of China(Address of principal executive offices) Telephone: +86 755 8294 5250E-mail: ir@btct.us(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has been subject to such filing requirements forthe past 90 days. Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data Filerequired to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of“largeaccelerated filer,”“accelerated filer,”“smaller reporting company,”and“emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ Accelerated filer☐Smallerreportingcompany☒Emerging growthcompany☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuantto Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’sassessment of the effectiveness of its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether thefinancial statements of the registrant included in the filing reflect the correction of an error to previouslyissued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recoveryanalysis of incentive-based compensation received by any of the registrant’s executive officers during therelevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct). Yes☐No☒ The aggregate market value of the shares of ordinary shares, par value $0.06 per share, held by non-affiliates of the registrant as of June 30, 2023, was approximately $90.915 million, based on the closingsale price per share of the registrant’s ordinary share as reported by the Nasdaq Capital Market on suchdate. As of December 31, 2023, BTC Digital Ltd. had 2,097,535 shares of outstanding ordinary shares, par value$0.06 per share. TABLE OF CONTENTS PagePART IItem 1.Business1Item 1A. Risk Factors15Item 1B. Unresolved Staff Comments38Item 1CCybersecurity38Item 2.Properties39Item 3.Legal Proceedings39Item 4.Mine Safety Disclosures39 PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities40Item 6.Reserved41Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations41Item 7A. Quantitative and Qualitative Disclosures About Market Risk48Item 8.Financial Statements and Supplementary Data48Item 9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure48Item 9A. Controls and Procedures48Item 9B. Other Information49Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections49PART IIIItem 10. Directors, Executive Officers and Corporate Governance50Item 11. Executive Compensation55Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters57Item 13. Certain Relationships and Related Transactions, and Di