BTC Development Corp-A 2025年度报告

FORM 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission File Number001-42873 BTC DEVELOPMENT CORP.(Exact Name of Registrant as Specified in Its Charter) (267) 703-4396(Registrant’s Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirement 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 during the preceding 12 months (or for such shorter period that the registrant was required tosubmit 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☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☒ 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 has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant 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 Act). Yes☒No☐ As of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the registrant’s Class Aordinary shares were not publicly traded. Accordingly, there was no market value for the registrant’s Class A ordinary shares on suchdate. As of March 23, 2026, there were26,060,000Class A ordinary shares, $0.0001 par value and8,686,667Class B ordinary shares,$0.0001 par value, issued and outstanding. Documents Incorporated by Reference: None. TABLE OF CONTENTS PART I Item 1Business1Item 1A.Risk Factors27Item 1B.Unresolved Staff Comments65Item 1C.Cybersecurity65Item 2.Properties65Item 3.Legal Proceedings65Item 4.Mine Safety Disclosure65 Item 5.Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities66Item 6.[RESERVED]66Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations67Item 7A.Quantitative and Qualitative Disclosures About Market Risk70Item 8.Financial Statements and Supplementary Data70Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure70Item 9A.Controls and Procedures70Item 9B.Other Information70Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections70 Item 10.Directors, Executive Officers and Corporate Governance71Item 11.Executive Compensation76Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters77Item 13.Certain Relationships and Related Transactions, and Director Independence78Item 14.Principal Accountant Fees and Services84 Item 15.Exhibits and Financial Statement Schedules85Item 16.Form 10-K Summary86 GLOSSARY OF TERMS Unless otherwise provided in this Annual Report on Form 10-K, references to: ●“we,” “us,” “company” or “our company” refer to BTC Development Corp.;●“amended and restated memorandum and articles of