Btc Digital Ltd.美国股市招股说明书(2025-07-15版)

Subject to completion, dated July 15, 2025Filed Pursuant to Rule 424(b)(5)Registration No. 333-283367 We are offering [●] of our ordinary shares, par value US$0.06 per share (“Ordinary Shares”), and pre-funded warrants (“Pre-FundedWarrants”) to purchase [ ● ] ordinary shares, directly to certain institutional investors pursuant to this prospectus supplement (the purchase price of $[●] per Ordinary Share and $[●] per Pre-Funded Warrants, respectively (the “Offering”). Each Pre-Funded Warrantwill have an exercise price of $0.00001 per share and will be exercisable upon issuance until exercised in full, and is subject to adjustment in the event of stock splits, dividends, subsequent rights offerings, pro rata distributions, and certain fundamental should carefully read this prospectus supplement and the accompanying prospectus as well as the documents incorporated or deemedto be incorporated by reference in this prospectus supplement and the accompanying prospectus before you purchase any of thesecurities offered hereby.We have retained Aegis Capital Corp. (the “Placement Agent”) to act as our placement agent in connection with this offering. ThePlacement Agent is not purchasing or selling any of the securities offered pursuant to this prospectus supplement and theaccompanying prospectus and the Placement Agent is not required to arrange the purchase or sale of any specific number of securitiesor dollar amount. We will pay the Placement Agent a cash fee of 7.0% of the gross proceeds raised in the offering. See “Plan of the securities covered by the prospectus supplement and any related free writing prospectus.PerOrdinarySharePer Pre-FundedWarrantTotal Proceeds before expenses(2), to us$[●]$[●]$(1)We have agreed to pay the Placement Agent a cash commission equal to 7.0% of the aggregate proceeds from the sale of the The Ordinary Shares and Pre-Funded Warrants are expected to be delivered against payment in New York, New York on or about July16,2025, subject to customary closing conditions. DESCRIPTION OF SHARE CAPITALDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSDESCRIPTION OF RIGHTSDESCRIPTION OF UNITSENFORCEABILITY OF CIVIL LIABILITIES consider this prospectus supplement or the accompanying prospectus to be an offer or solicitation relating to the securities inany jurisdiction in which such an offer or solicitation relating to the securities is not authorized. Persons outside the United States who come into possession of this prospectus supplement must inform themselves about, and observe any restrictionsrelating to, the offering of the securities and the distribution of this prospectus supplement outside the United States.Furthermore, you should not consider this prospectus supplement or the accompanying prospectus to be an offer orsolicitation relating to the securities if the person making the offer or solicitation is not qualified to do so, or if it is unlawful foryou to receive such an offer or solicitation.S-i terms of this offering and also supplements and updates information contained in the accompanying prospectus and the documentsincorporated by reference into this prospectus supplement and the accompanying prospectus. The second part is the accompanyingprospectus, which provides more general information, some of which may not apply to this offering. This prospectus supplement may supplement differs or varies from the information contained in the accompanying prospectus, you should rely on the information setforth in this prospectus supplement. We are offering Ordinary Shares and Pre-Funded Warrants in this offering. Other than theOrdinary Shares and Pre-Funded Warrants being sold in this offering, and approximately $8.87 million of Ordinary Shares andapproximately $12.95 million of Pre-Funded Warrants sold pursuant to a prospectus supplement dated December 6, 2024, we have notsold any securities under this shelf registration statement.This prospectus supplement, together with the accompanying prospectus and the documents incorporated by reference into thisprospectus supplement, includes all material information relating to this offering. You should carefully read both this prospectussupplement and the accompanying prospectus together with the additional information described under the headings “Where You CanFind More Information” and “Incorporation of Information by Reference” before buying any securities in this offering. take no responsibility for, and can provide no assurance as to the reliability of, any other information others may give you. If differentinformation is given or different representations are made, you may not rely on that information or those representation as having beenauthorized by us or any underwriters. You may not imply from the delivery of this prospectus supplement and the accompanying incorporated by reference is accurate as of any date other than the date of the document incorporated by reference, regardless of thetime of delivery of this prospectu