BTC Development Corp-A 2026年季度报告

FORM 10-Q (MARK ONE)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2026 Commission file number: 001-42873 BTC DEVELOPMENT CORP.(Exact Name of Registrant as Specified in Its Charter) 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 filerNon-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 May 12, 2026, there were 26,060,000 Class A ordinary shares, $0.0001 par value and 8,686,667 Class B ordinary shares,$0.0001 par value, issued and outstanding. BTC DEVELOPMENT CORP.FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026TABLE OF CONTENTS PagePart I. Financial InformationItem 1. Interim Financial Statements1Condensed Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 20251Condensed Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (Unaudited)2Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2026 and 2025(Unaudited)3Condensed Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (Unaudited)4Notes to Condensed Financial Statements (Unaudited)5Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations16Item 3. Quantitative and Qualitative Disclosures About Market Risk19Item 4. Controls and Procedures19Part II. Other InformationItem 1. Legal Proceedings20Item 1A. Risk Factors20Item 2. Unregistered Sales of Equity Securities and Use of Proceeds20Item 3. Defaults Upon Senior Securities20Item 4. Mine Safety Disclosures20Item 5. Other Information20Item 6. Exhibits21Part III. Signatures22 BTC DEVELOPMENT CORP.CONDENSED STATEMENTS OF OPERATIONS(UNAUDITED) For the ThreeMonthsEnded March 31, BTC DEVELOPMENT CORP.CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT(UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2026 BTC DEVELOPMENT CORP.CONDENSED STATEMENTS OF CASH FLOWS(UNAUDITED) BTC DEVELOPMENT CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSMARCH 31, 2026(UNAUDITED) NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS BTC Development Corp. (the “Company”) was incorporated in the Cayman Islands on April3, 2023 under the name ‘CohenCircle Acquisition Corp. II.’ The name was changed to ‘Emerald Acquisition Corp. II’ on November 6, 2024 and then to ‘BTCDevelopment Corp.’ on December 16, 2024. The Company was incorporated for the purpose of effecting a merger, share exchange,asset acquisition, share purchase, reorganization or other similar business combination involving one or more businesses or assets (the“Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a BusinessCombination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risksassociated with early stage and emerging growth companies. As of March 31, 2026, the Company had not commenced any operations. All activity for the period from April3, 2023 (inception)through March 31, 2026 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is describedbelow, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will notgenerate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generatesnon-operating income in the form of interest income from the proceeds derived from the Initial Public Offering held in the TrustAccount. The Company has selected December31 as its fiscal year end. The reg