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BTC Development Corp. benefits from a management team with a track record of successful SPAC transactions and deep expertise in bitcoin and fintech sectors. The company's substantial trust account funds provide financial flexibility to pursue attractive acquisition opportunities. Its focus on integrating bitcoin into target businesses' capital structures and operations positions it to capitalize on the growing adoption of bitcoin technology. The public company status offers a streamlined path for private companies to access public markets, potentially accelerating growth and shareholder value creation post-business combination.

The company faces significant risks including intense competition from other SPACs and private investors for attractive acquisition targets, which may increase acquisition costs or delay transactions. There is no guarantee that the management team's experience will translate into a successful business combination. The company has no operating history or revenues and depends entirely on completing a business combination to generate operating income. Market volatility, regulatory uncertainties related to bitcoin, and potential challenges in integrating bitcoin strategies into acquired businesses may adversely affect outcomes. Failure to complete a business combination within the prescribed timeframe would result in liquidation and potential loss for shareholders.

BTC Development Corp.'s competitive strengths include a management team with significant experience in financial services, fintech, and bitcoin-related ventures, including successful prior SPAC business combinations. The company has an established deal sourcing network through its management's extensive contacts in financial and venture capital industries. It has a strong financial position and flexibility, with $253 million held in trust from its IPO proceeds, enabling it to structure acquisition transactions with equity, debt, cash, or combinations thereof. Its status as a public company offers target businesses an alternative to traditional IPOs, potentially providing greater access to capital and management incentives aligned with shareholder interests. These factors collectively create barriers to entry and enhance its ability to attract and complete a business combination in its target sectors.

• Competition for Acquisition Targets: The company faces intense competition from other SPACs, private investors, and entities seeking similar business combinations, which may increase costs or delay the ability to consummate a transaction.
• No Operating History or Revenues: BTC Development Corp. has no operating history and has not generated revenues, relying entirely on completing a business combination to commence operations and generate income.
• Bitcoin Market and Regulatory Risks: The company's focus on bitcoin-related businesses exposes it to risks from bitcoin price volatility, regulatory changes, and technological challenges in integrating bitcoin strategies.
• Management Time and Commitment: Management and directors are involved with other businesses and are not required to devote significant time to the company, which may impact execution of the business combination.
• Liquidity and Financing Constraints: While the company has substantial funds in trust, its flexibility to structure acquisitions may be constrained by the ability to secure third-party financing if needed.

• BTC Development Corp. is a blank check company incorporated in the Cayman Islands 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 company has generated no operating revenues to date and does not expect to generate operating revenues until consummation of its initial business combination.
• The company intends to focus its search for a target business in industries that complement its management team's background, with a focus on companies providing opportunities for attractive risk-adjusted returns in the bitcoin ecosystem or that can integrate bitcoin into their capital structures, balance sheets, or operations.
• The sponsor intends to work with the target business to adopt bitcoin treasury reserve strategies, opportunistic financing to grow bitcoin treasury, enhance bitcoin technology capabilities, and acquire bitcoin-linked assets and complementary businesses.
• The management team has significant experience in financial services, fintech, and bitcoin-related ventures, including prior successful blank check company business combinations.
• The company completed its initial public offering on October 1, 2025, raising gross proceeds of $253 million, with an additional $7.6 million raised in a private placement.
• Following the IPO, $253 million was placed in a trust account invested primarily in U.S. government securities and money market funds.
• As of December 31, 2025, the company had current assets of $2,206,132 and current liabilities of $96,958, resulting in a current ratio of 22.75, indicating strong liquidity.
• The company reported net income of $1,871,283 for the year ended December 31, 2025, primarily from interest earned on marketable securities held in the trust account, offset by formation and administrative costs of $541,272.
• The company has no operating history and no revenues, with all activities to date related to formation, IPO, and identifying a target for business combination.
• The company has a single reportable segment and its Chief Financial Officer is the chief operating decision maker.
• The company may incur working capital loans from sponsors or affiliates to fund transaction costs, which may be convertible into units upon consummation of a business combination.
• The company faces risks including intense competition for acquisition targets, potential inability to complete a business combination, and risks related to bitcoin market and regulatory environment.
• The company has no cybersecurity risk management program due to lack of operations but the board oversees cybersecurity risks generally.