Btc Digital Ltd.美股招股说明书(2025-07-16版)

PROSPECTUS SUPPLEMENT(To Preliminary Prospectus dated November 20, 2024) BTC DIGITAL LTD. 2,000,000ORDINARY SHARES We are offering 2,000,000 of our ordinary shares, par value US$0.06 per share (“Ordinary Shares”), directly to certain institutionalinvestors pursuant to this prospectus supplement (the “Investors”), the accompanying prospectus and a securities purchase agreementdated July 15, 2025 (the “Purchase Agreement”), at a purchase price of $3.00 per Ordinary Share (the “Offering”). In this prospectussupplement, references to the term “securities” refers to our Ordinary Shares. You should carefully read this prospectus supplementand the accompanying prospectus as well as the documents incorporated or deemed to be incorporated by reference in this prospectussupplement and the accompanying prospectus before you purchase any of the securities 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 ofDistribution” beginning on page S-15 of this prospectus supplement for more information regarding these arrangements. Our ordinary shares are traded on The Nasdaq Capital Market under the symbol “BTCT.” On July 15, 2025, the last reported salesprice for our ordinary shares was $3.14 per share. The applicable prospectus supplement and any related free writing prospectus willcontain information, where applicable, as to any other listing on The Nasdaq Capital Market or any securities market or exchange ofthe securities covered by the prospectus supplement and any related free writing prospectus. 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 theOrdinary Shares sold in this offering. (2)We have agreed to reimburse the Placement Agent for certain expenses incurred in connection with this offering. See “Plan ofDistribution” beginning on page S-15 for additional information regarding the compensation to be paid to the underwriter. An investment in our securities involves a high degree of risk. You should carefully consider the information under the heading“Risk Factors” beginning on page S-3 of this prospectus supplement and “Risk Factors” beginning on page 2 of theaccompanying prospectus and in the documents incorporated by reference in this prospectus supplement for a discussionbefore investing in our securities. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The Ordinary Shares are expected to be delivered against payment in New York, New York on or about July 16,2025, subject tocustomary closing conditions. Aegis Capital Corp. The date of this prospectus supplement is July 15, 2025 TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTS-iiFORWARD LOOKING STATEMENTS-iiiOUR COMPANYS-1RISK FACTORSS-3USE OF PROCEEDSS-4CAPITALIZATIONS-4DILUTIONS-5DESCRIPTION OF THE SECURITIES WE ARE OFFERINGS-6ENFORCEABILITY OF CIVIL LIABILITIESS-14PLAN OF DISTRIBUTIONS-15TAXATIONS-19LEGAL MATTERSS-24EXPERTSS-24INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-25WHERE YOU CAN FIND ADDITIONAL INFORMATIONS-25 PROSPECTUS ABOUT THIS PROSPECTUSiiFORWARD LOOKING STATEMENTiiiOUR COMPANY1RISK FACTORS2USE OF PROCEEDS3DESCRIPTION OF SHARE CAPITAL3DESCRIPTION OF DEBT SECURITIES13DESCRIPTION OF WARRANTS15DESCRIPTION OF RIGHTS17DESCRIPTION OF UNITS18ENFORCEABILITY OF CIVIL LIABILITIES19PLAN OF DISTRIBUTION20TAXATION22LEGAL MATTERS22EXPERTS22INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE23WHERE YOU CAN FIND ADDITIONAL INFORMATION23 We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should notconsider 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 UnitedStates 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