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BDCI on Nasdaq

BTC Development Corp.

BTC Development Corp. is a blank check company in the Cayman Islands.1 It is headquartered in Philadelphia, Pennsylvania.1 Its shares trade on Nasdaq under the symbol BDCI.1

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Last updated Oct 21, 2026.

Overview

$1.9MNet income, fiscal 20252

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  • TickerBDCI on Nasdaq1
  • IndustryBlank Checks1
  • HeadquartersPhiladelphia, Pennsylvania1
  • Incorporated inCayman Islands3
  • Business address2929 Arch Street, Suite 1703, Philadelphia, Pa 191043
  • Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company3

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Company has not completed an initial business combination within the completion window.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Financial statements

Operating income2-$541.3K in 2025+1511% since 2024
-$600.0K-$400.0K-$200.0K02024: -$33.6K-$33.6K20242025: -$541.3K-$541.3K2025+1511%
Net income2$1.9M in 2025
-$500.0K0$500.0K$1.0M$1.5M$2.0M2024: -$33.6K-$33.6K20242025: $1.9M$1.9M2025

Every line of the income statement as filed: the last 2 fiscal years, latest first.2

Period ending2025-12-312024-12-31
Formation, general and administrative costs$541.3K$33.6K
Loss from Operations-$541.3K-$33.6K
Interest earned on marketable securities in Trust Account$2.4M
Net income (loss)$1.9M-$33.6K

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Corporate structure

BTC Development Corp. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of BTC Development Corp.

  • BTC Development Corp. Philadelphia, Pennsylvania

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What BTC Development Corp. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Investments

ItemLatestA year beforeChange
Marketable securities, non-current$400.0K2 Dec 31, 2025
Long-term investments$65.6K2 Dec 31, 2025

Properties, in its own words

We do not own any real estate or other physical properties. We currently maintain our executive offices at 2929 Arch Street, Suite 1703, Philadelphia, Pennsylvania 19104. The cost for our use of this space is included in the $30,000 per month fee we pay to our sponsor or its affiliate or designee for office space, utilities and shared personnel support services. We consider our current office space adequate for our current operations.

Item 2 of the 10-K filed Mar 24, 2026.4

Leadership

Who has led BTC Development Corp., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Bracebridge H. Young Jr.2025–now

President

  1. Bracebridge H. Young Jr.2025–now

Chief financial officer

  1. Robert M. Smeal2025–now
Board members and other officers (6)

Timeline

  1. Feb 24, 20268-K Other events15
  2. Oct 7, 20258-K Other events16
  3. Oct 3, 20258-K Entered a material agreement; Unregistered sale of shares; Change to shareholders' rights17
  4. Sep 30, 2025New chief executive Bracebridge H. Young Jr. becomes CEO8

Calendar

Coming up

  1. Nov 9, 2026Reports results for the quarter ending Sep/202618

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

48 filings to the SEC since October 2021: 1 annual reports, 3 quarterly reports, 3 major events, 9 insider forms, 12 large holders, 20 other. The latest 20:

  1. Oct 7, 2026SCHEDULE 13G EDGAR
  2. Aug 14, 2026SCHEDULE 13G/A EDGAR
  3. Aug 10, 202610-Q QUARTERLY REPORT EDGAR
  4. May 15, 2026SCHEDULE 13G EDGAR
  5. May 15, 2026SCHEDULE 13G/A EDGAR
  6. May 15, 2026SCHEDULE 13G/A EDGAR
  7. May 12, 2026SCHEDULE 13G EDGAR
  8. May 12, 202610-Q QUARTERLY REPORT EDGAR
  9. Mar 24, 202610-K ANNUAL REPORT EDGAR
  10. Feb 24, 20268-K CURRENT REPORT EDGAR
  11. Feb 13, 2026SCHEDULE 13G EDGAR
  12. Feb 13, 2026SCHEDULE 13G EDGAR
  13. Feb 12, 2026SCHEDULE 13G/A EDGAR
  14. Nov 13, 2025SCHEDULE 13G EDGAR
  15. Nov 12, 202510-Q QUARTERLY REPORT EDGAR
  16. Oct 7, 20258-K CURRENT REPORT EDGAR
  17. Oct 6, 2025SCHEDULE 13D EDGAR
  18. Oct 6, 2025SCHEDULE 13D EDGAR
  19. Oct 3, 20258-K CURRENT REPORT EDGAR
  20. Sep 30, 2025424B4 PROSPECTUS EDGAR

The 48 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

SEC filer profile

How BTC Development Corp. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARBTC Development Corp.1
  • CIK0002042292
  • Employer ID (EIN)98-18167174
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company4
  • Incorporated inCayman Islands4
  • Fiscal year endsDecember 311
  • Industry code (SIC)6770 Blank Checks1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address2929 Arch Street, Suite 1703, Philadelphia, PA 191041
  • Phone(215) 701-95551
  • Shares outstanding26,060,000 Common Class A shares; 8,686,667 Common Class B shares as of Mar 23, 20264
  • Public float$0 as of Jun 30, 20252
  • AuditorWithumSmith+Brown, PC, New York PCAOB ID 100; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceDec 27, 20241
  • Filings48 in all: 3 (9), SCHEDULE 13G (6), CORRESP (4), SCHEDULE 13G/A (4), UPLOAD (4), 10-Q (3), 8-K (3), 424B4 (2)1
    All 18 form types

    DRS/A (2), DRSLTR (2), SCHEDULE 13D (2), 10-K (1), 8-A12B (1), CERT (1), DRS (1), EFFECT (1), S-1 (1), S-1/A (1)

  • Latest filingsAnnual report (10-K) Mar 24, 2026
    Quarterly report (10-Q) Aug 10, 2026
    Latest 8-K (8-K) Feb 24, 2026

Securities registered for trading

ClassSymbolExchange
Units, each consisting of one Class A ordinary share and one-fourth of one redeemable warrantBDCIUThe Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per shareBDCIThe Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary shareBDCIWThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Mar 24, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks BTC Development Corp. names in Item 1A of its 10-K filed Mar 24, 2026: 77 risks under these headings, as written.4

  • You should consider carefully all of the risks described below, which we believe are the principal risks that we face and of which we are currently aware, and all of the other information contained in this Annual Report. If any of the events or developments described below occur, our business, financial condition or results of operations could be negatively affected.
  • Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks
  • Our public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.
  • If we seek shareholder approval of our initial business combination, our sponsor, officers and directors have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.
  • Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of the business combination.
  • We do not have a minimum net tangible asset requirement.
  • The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.
  • The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.
  • The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
  • The requirement that we complete our initial business combination within the completion window may give potential target businesses leverage over us in negotiating a business combination and may decrease our ability to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.
  • If the net proceeds of the initial public offering, the sale of the placement units not being held in the trust account and permitted withdrawals are insufficient, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination and we will depend on loans from our sponsor or management team to fund our search, to pay our taxes and to complete our initial business combination.
  • The outbreak of infectious diseases, endemics, pandemics and other public health crises and the impact on businesses and debt and equity markets could have a material adverse effect on our search for an initial business combination, and any target business with which we ultimately consummate an initial business combination.
The other 65 risks
  • We may not be able to complete our initial business combination within the prescribed timeframe, in which case we would cease all operations except for the purpose of winding up, and we would redeem our public shares and liquidate, in which case our public shareholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.
  • If we seek shareholder approval of our initial business combination, our sponsor, directors, executive officers, advisors and their affiliates may elect to purchase shares from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our ordinary shares or public warrants.
  • You will not be entitled to protections normally afforded to investors of many other blank check companies.
  • Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on our redemption, and our warrants will expire worthless.
  • If the net proceeds of the initial public offering not being held in the trust account are insufficient to allow us to operate for at least the duration of the completion window, we may be unable to complete our initial business combination.
  • Subsequent to the completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our share price, which could cause you to lose some or all of your investment.
  • If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share.
  • Our directors may decide not to enforce the indemnification obligations of BTC Development Sponsor LLC, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.
  • If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our Board of Directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our Board of Directors and us to claims of punitive damages.
  • If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
  • Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, could adversely affect our business, financial condition or results of operations, or our prospects.
  • Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.
  • We may seek acquisition opportunities in industries or sectors that may be outside of our management’s areas of expertise.
  • We are not required to obtain an opinion from an independent entity that commonly renders valuation opinions, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view.
  • Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.
  • Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition.
  • We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a business combination with which a substantial majority of our shareholders do not agree.
  • Investors may not have sufficient time to comply with the delivery requirements for redemption.
  • In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and modified governing instruments. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that some of our shareholders may not support.
  • We may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.
  • We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.
  • Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
  • Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.
  • We may issue notes or other debt securities or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.
  • Holders of Class A ordinary shares will not be entitled to vote on any appointment of directors we hold prior to our initial business combination.
  • Because we are not limited to a particular industry or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.
  • We may seek acquisition opportunities with an early-stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.
  • We may only be able to complete one business combination with the proceeds of the initial public offering and the sale of the placement units, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.
  • We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
  • We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.
  • We may partner, submit a joint bid or enter into a similar transaction with holders of founder shares or an affiliate in connection with our pursuit of, or in connection with, a business combination.
  • Risks Relating to our Sponsor and Management Team
  • A change of ownership or control of our sponsor could adversely affect our ability to consummate our initial business combination.
  • We are dependent upon our officers and directors and their departure could adversely affect our ability to operate.
  • Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.
  • Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.
  • Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.
  • Our officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual obligations to other entities, including other blank check companies, and accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
  • We may engage one or more affiliates of our sponsor, officers or directors or their respective affiliates to provide additional services to us, which may include acting as financial advisor in connection with an initial business combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us, including, for example, in connection with the sourcing and consummation of an initial business combination.
  • Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
  • We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors or existing holders which may raise potential conflicts of interest.
  • Members of our management team and board of directors have significant experience as founders, board members, officers or executives of other companies. As a result, certain of those persons have been, or may become, involved in proceedings, investigations and litigation relating to the business affairs of the companies with which they were, are, or may be in the future be, affiliated. These activities may have an adverse effect on us, which may impede our ability to consummate an initial business combination.
  • The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline.
  • The value of the founder shares held by our sponsor following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our ordinary shares at such time is substantially less than $10.00 per share.
  • We may not be able to complete an initial business combination with a U.S. target company if such initial business combination is subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), or is ultimately prohibited.
  • Risks Relating to our Securities
  • We may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market price of our shares at that time.
  • If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
  • You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss.
  • If we have not completed our initial business combination within the completion window, our public shareholders may be forced to wait beyond such completion window before redemption from our trust account.
  • Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
  • We have not registered the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.
  • Our sponsor will control the appointment of our board of directors until consummation of our initial business combination and will hold a substantial interest in us. As a result, it will appoint all of our directors and may exert a substantial influence on actions requiring shareholder vote, potentially in a manner that you do not support.
  • If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
  • If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.
  • Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
  • We may issue additional Class A ordinary or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks.
  • The grant of registration rights to our initial holders and holders of placement units may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.
  • Our amended and restated memorandum and articles of association provide that the courts of the Cayman Islands will be the exclusive forum for certain disputes between us and our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for complaints against us or our directors, officers or employees.
  • We may amend the terms of the warrants in a manner that may be adverse to holders of warrants with the approval by the holders of at least a majority of the then outstanding warrants.
  • Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.
  • We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
  • Our management’s ability to require holders of our warrants to exercise such warrants on a cashless basis will cause holders to receive fewer Class A ordinary shares upon their exercise of the warrants than they would have received had they been able to exercise their warrants for cash.
  • Our warrants and founder shares may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination.
  • Because each unit contains one-fourth of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.
  • A provision of our warrant agreement may make it more difficult for use to consummate an initial business combination.
  • Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management.
  • Risks Associated with Acquiring and Operating a Business in Foreign Countries

Legal proceedings

There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such. Formerly, Betsy Z. Cohen was a named defendant, along with certain of the executive officers and trustees of RAIT Financial Trust, its public accounting firm, and the lead underwriters involved in RAIT’s public offerings, in several putative class action securities lawsuits filed in August and September 2007 in the United States District Court for the Eastern District of Pennsylvania, which were consolidated under the caption In re RAIT Financial Trust Securities Litigation. The complaint alleged, among other things, that, after RAIT’s acquisition of Taberna Realty Finance Trust, a company of which Ms. Cohen’s son was chairman and CEO, certain defendants violated various sections of the Securities Act and the Exchange Act, and Rule 10b-5 under the Exchange Act, by making materially false and misleading statements and material omissions about RAIT’s credit underwriting, exposure to certain issuers through investments in debt securities and loan loss reserves and other financial items. RAIT entered into a settlement with respect to this matter, under which the lawsuit was dismissed with prejudice and RAIT and all the other defendants received a full release of all claims asserted against them in the lawsuit, in exchange for a cash payment of $32 million.

The opening of Item 3, Legal Proceedings.4

Sources

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