BTC Development Corp-A 2025年季度报告

FORM10-Q (MARK ONE) For the quarter endedSeptember 30,2025 Commission file number:001-42873 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of November 12, 2025, there were26,060,000Class A ordinary shares, $0.0001 par value and8,686,667Class B ordinary shares,$0.0001 par value, issued and outstanding. BTC DEVELOPMENT CORP.FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2025TABLE OF CONTENTS PagePart I. Financial InformationItem 1. Interim Financial Statements1Condensed Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 20241Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024(Unaudited)2Condensed Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30,2025 and 2024 (Unaudited)3Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (Unaudited)4Notes to Condensed Financial Statements (Unaudited)5Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations15Item 3. Quantitative and Qualitative Disclosures About Market Risk17Item 4. Controls and Procedures17Part II. Other InformationItem 1. Legal Proceedings18Item 1A. Risk Factors18Item 2. Unregistered Sales of Equity Securities and Use of Proceeds18Item 3. Defaults Upon Senior Securities18Item 4. Mine Safety Disclosures18Item 5. Other Information18Item 6. Exhibits19Part III. Signatures20 PART I - FINANCIAL INFORMATION BTC DEVELOPMENT CORP.CONDENSED BALANCE SHEETS (1)Includes an aggregate of up to 1,100,000 ClassB ordinary shares subject to forfeiture by the holders thereof depending on theextent to which the underwriters’ over-allotment option was exercised (Note5). On October 1, 2025, the Company consummatedits Initial Public Offering and sold 25,300,000 Units, including 3,300,000 Units sold pursuant to the full exercise of theunderwriters’ option to purchase additional units to cover the over-allotment, hence the 1,100,000 shares of Class B ordinaryshares were no longer subject to forfeiture. The accompanying notes are an integral part of the unaudited condensed financial statements. BTC DEVELOPMENT CORP.CONDENSED STATEMENTS OF OPERATIONS(UNAUDITED) (1)Excludes an aggregate of up to 1,100,000 ClassB ordinary shares subject to forfeiture by the holders thereof depending on theextent to which the underwriters’ over-allotment option was exercised (Note5). On October 1, 2025, the Company consummatedits Initial Public Offering and sold 25,300,000 Units, including 3,300,000 Units sold pursuant to the full exercise of theunderwriters’ option to purchase additional units to cover the over-allotment, hence the 1,100,000 shares of Class B ordinaryshares were no longer subject to forfeiture. The accompanying notes are an integral part of the unaudited condensed financial statements. BTC DEVELOPMENT CORP.CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT(UNAUDITED) FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 (1)Includes an aggregate of up to 1,100,000 ClassB ordinary shares subject to forfeiture by the holders thereof depending on theextent to which the underwriters’ over-allotment option was exercised (Note5). On October 1, 2025, the Company consummatedits Initial Public Offering and sold 25,300,000 Units, including 3,300,000 Units sold pursuant to the full exercise of theunderwriters’ option to purchase additional units to cover the over-allotment, hence the 1,100,000 shares of Class B ordinaryshares were no longer subject to forfeiture. The ac