$7 million in upfront proceeds with the potential to receive up to an additional approximately $21 million of potential aggregate gross proceeds upon the exercise in full of warrants.

SINGAPORE, June 26, 2026 /PRNewswire/ -- BTC Digital Ltd. (NASDAQ:BTCT) (the "Company"), a Nasdaq-listed digital computing infrastructure company, today announced that it has entered into definitive agreements with institutional investors for the purchase and sale of approximately $7 million of Ordinary Shares and pre-funded and investor warrants at a price of $1.14 per Common Unit.

The offering consisted of the sale of 6,140,350 Common Units (or Pre-Funded Units), each consisting of (i) one (1) Ordinary Share or one (1) Pre-Funded Warrant and (ii) two (2) PIPE Common Warrants to purchase one (1) Ordinary Share per warrant at an exercise price of $1.71. The offering price per Common Unit is $1.14 (or $1.13999 for each Pre-Funded Unit, which is equal to the offering price per Common Unit sold in the offering minus an exercise price of $0.00001 per Pre-Funded Warrant). The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until exercised in full. For each Pre-Funded Unit sold in the offering, the number of Common Units in the offering will be decreased on a one-for-one basis. The initial exercise price of each Common Warrant is $1.71 per Ordinary Share. The Common Warrants are exercisable immediately and expire 60 months after the initial issuance date. The exercise price and number of shares issuable under the Common Warrant is subject to adjustment as described in more detail in the report on Form 6-K filed in connection with the offering.

Gross proceeds to the Company are expected to be approximately $7 million. The potential additional gross proceeds to the Company from the Common Warrants, if fully-exercised on a cash basis, will be approximately $21 million. No assurance can be given that any of warrants will be exercised. The transaction is expected to close on or about June 29, 2026, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds from the offering, together with its existing cash, for general corporate purposes and working capital.