Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 11, 2024 (September 6, 2024).

BTC DIGITAL LTD.

(Exact name of Company as specified in its charter)

Cayman Islands	001-39258	N/A
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)

1306, 13th Floor, Xuesong Dasha Building B

No. 52 Tairan 6th Road, Futian District

Shenzhen, Guangdong Province

People’s Republic of China

(Address of principal executive offices)

+86 755-8255-5262

(Registrant’s telephone number including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares	BTCT	The Nasdaq Stock Market LLC
Warrants	BTCTW	The Nasdaq Stock Market LLC

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed in its current report on Form 6-K dated December 22, 2021, Meten Holding Group Ltd. (now known as BTC Digital Ltd.) (the “Company”) entered into a joint venture agreement (the “Joint Venture Agreement”) with four individuals, pursuant to which all parties agreed to form a joint venture for the purpose of engaging in the business of researching, developing, manufacturing and selling cryptocurrency mining machines (the “Joint Venture”). The Company, through its wholly owned subsidiary, Met Chain Investment Holding Company Ltd., held 24.3% of the equity interests in the Joint Venture.

On September 6, 2024, the Company entered into an equity transfer agreement with each of the four other equity holders of the Joint Venture. Based on the terms of the equity transfer agreement, a copy of which is attached hereto as exhibit 10.1, the Company will acquire a total of 5.23% of the equity interests in the Joint Venture from the four equity holders, through Met Chain Investment Holding Company Ltd., in consideration for such number of ordinary shares of the Company, par value $0.06 per share (the “ordinary shares”), valued at US$1,050,400 (the “Total Consideration”). According to the equity transfer agreement, the number of ordinary shares to be issued to the four equity holders shall be equal to the Total Consideration divided by the average trading price of the ordinary shares 90 trading days prior to the closing date of the transaction contemplated by the agreement. The full terms and conditions of the transaction are disclosed in Exhibit 10.1 of this report.

Item 9.01 Financial Statement and Exhibits.

Exhibit No.		Description
10.1		Equity Transfer Agreement dated September 6, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BTC Digital Ltd.

Date: September 11, 2024	By:	/s/ Siguang Peng
		Siguang Peng
		Chief Executive Officer

Exhibit 10.1

Equity Transfer Agreement

Party A (Transferee): BTC Digital Ltd.

Legal Representative: Siguang Peng

Address: Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman KY101111, Cayman Islands

Party B (Transferor)

Party B1: Vermilion Bird Holding Group Limited

Legal Representative: Zhijun Liu

Address: Room 2303, Building T1, Fangda Cheng, Nanshan District, Shenzhen

Party B 2: ZX Investment Group Limited

Legal Representative: Yunning Li

Address: Room 2205, Unit 1, Building 1, Zhongtian Weigang, No. 688 Qinglv S. Road, Xiangzhou District, Zhuhai, Guangdong.

Party B 3: Liao Manning

Address: Room 2610A, Building 4, Zhuoyue Shiji Zhongxin, Futian District, Shenzhen

Party B4: Yun Feng Assets Inc.

Legal Representative: Yue Li

Address: PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands

Met Chain Co., Limited (hereinafter referred to as the “Company”) was incorporated in the Hong Kong Special Administrative Region on January 18, 2022 as a private company limited by shares, with the business scope of researching, developing, manufacturing and selling cryptocurrency mining machines and cryptocurrency industry-related products. Party B holds 75.7% equity of the Company. Party B intends to transfer certain equity of the Company held by Party B to Party A, and Party A agrees to accept the transfer (the “Transfer”). Therefore, in accordance with relevant laws and regulations and as approved by Party A’s board of directors, Party A and Party B hereby reach the following Agreement on the transfer of the Company’s equity:

I. Equity Transfer

1. Party A agrees to accept 5.23% of the Company’s equity held by Party B by means of directional issuance of shares (NASDAQ: BTCT) (“Shares”), and Party B agrees to transfer 5.23% of the Company’s equity. The transferee designated by Party A is Met Chain Investing Holding Company Ltd., which is Party A’s wholly owned subsidiary. Among them, Party B1 agrees to transfer 0.84% of the Company’s equity held, Party B2 agrees to transfer 0.15% of the Company’s equity held, Party B3 agrees to transfer 0.06% of the Company’s equity held, and Party B4 agrees to transfer 4.18% of the Company’s equity held. All parties have no objection to this arrangement.

2. The consideration paid by Party A is equivalent to US$1,050,400 of Shares.

3. The consideration value is calculated as the average share price multiplied by the number of shares issued at the closing price 90 trading days prior to the transfer date.

4. Share ownership information of each party before and after the Transfer.

Name of shareholder	Share Ownership before the Transfer			The equity to be transferred to Party A			Share Ownership after the Transfer
Met Chain Investing Holding Company Ltd.		24.30	%		N/A			29.53	%
Vermilion Bird Holding Group Limited		30.96	%		0.84	%		30.12	%
ZX Investment Group Limited		5.46	%		0.15	%		5.31	%
Liao Manning		2.28	%		0.06	%		2.22	%
Yun Feng Assets Inc.		37.00	%		4.18	%		32.82	%
Total		100	%		5.23	%		100	%

II. Business Division and Profit and Loss Sharing (including creditor’s rights and debts) before the Transfer:

1. Before this Agreement becomes effective, the parties shall share the profits of the Company and the corresponding risks and loss in the proportion of the shares before the Transfer.

2. After this Agreement takes effect, the parties shall share the profits of the Company and the corresponding risks and losses in proportion to the equity after the Transfer.

3. Party B undertakes to Party A that: the Company does not have any facts related to the Company’s assets or business that may have a material adverse impact on the Company’s assets or business that Party B has not disclosed to Party A;

The Company does not provide guarantee for any person, business or other entity. The Company does not sign any debt paying off agreements or settlement agreements or other arrangements with creditors that may involve the interests of the Company.

If the Company is liable for compensation, payment of liability or similar liability to any third party (including but not limited to natural person, enterprise legal person, administrative authority, etc.) due to any behavior of the Company before the Transfer, such liability shall be fully borne by Party B, and Party A shall be compensated for the losses arising therefrom.

III. Liability for Breach of this Agreement:

Once this Agreement comes into effect, all parties must perform voluntarily. Any party who fails to fully perform its obligations as provided in the Agreement shall be liable for liability arising therefrom in accordance with the law and this Agreement.

If Party B fails to perform the equity transfer obligations or go through relevant procedures as agreed herein, it shall pay Party A penalty equal to 20% of the total transfer price, and continue to perform this Agreement.

IV. Modification or Termination of the Agreement:

Party A and Party B may modify or terminate this Agreement upon mutual agreement through negotiation. If the Agreement is modified or terminated through negotiation, the parties shall sign modification or termination agreement separately.

V. Related expenses:

The relevant expenses incurred in the process of equity transfer (such as evaluation or audit, industrial and commercial change registration, etc.) shall be borne by each party by half.

VI. Dispute Resolution Method:

Any dispute arising out of or in connection with this Agreement shall be settled by both parties through friendly negotiation. If no agreement can be reached through negotiation, both parties agree to submit the dispute to Hong Kong International Arbitration Center for arbitration, which shall be governed by the laws and regulations of Hong Kong Special Administrative Region.

VII. Effective conditions:

This Agreement shall come into force upon being signed and approved by both parties, and both parties agree to go through the equity change procedures within 15 working days.

VIII. This Agreement is made in five copies, with Party A holding one copy and Party B holding four copies.

[Intentionally Left Blank; Signature Page Follows]

Party A – Stamp

Signature of legal representative (authorized person): /s/Siguang Peng

Party B 1(signature, stamping fingerprint): /s/ Zhijun Liu

Party B 2 (signature, stamping fingerprint): /s/ Yunning Li

Party B 3 (signature, stamping fingerprint): /s/ Manning Liao

Party B 4 (Signature, stamping finger mold): /s/ Yue Li

This Agreement is entered into by and between the parties on September 6, 2024 in Nanshan District, Shenzhen.

Cover	Sep. 06, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 06, 2024
Entity File Number	001-39258
Entity Registrant Name	BTC DIGITAL LTD.
Entity Central Index Key	0001796514
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	1306, 13th Floor, Xuesong Dasha Building B
Entity Address, Address Line Two	No. 52 Tairan 6th Road, Futian District
Entity Address, City or Town	Shenzhen
Entity Address, Country	CN
Entity Address, Postal Zip Code	00000
City Area Code	+86
Local Phone Number	755-8255-5262
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Ordinary Shares
Title of 12(b) Security	Ordinary Shares
Trading Symbol	BTCT
Security Exchange Name	NASDAQ
Warrants
Title of 12(b) Security	Warrants
Trading Symbol	BTCTW
Security Exchange Name	NASDAQ