09/30/2025 | Press release | Distributed by Public on 09/30/2025 18:59
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class B Ordinary Shares | (3) | (3) | Class A Ordinary Shares | 4,590,334(2)(7) | (3) | D | |
Warrants | (4) | (5) | Class A Ordinary Shares | 128,125(2)(6) | $11.5 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BTC Development Sponsor LLC 2929 ARCH STREET, SUITE 1703 PHILADELPHIA, PA 19104 |
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/s/ R. Maxwell Smeal | 09/30/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | These shares underlie 512,500 placement units of the issuer that BTC Development Sponsor LLC has irrevocably committed to purchase. Each placement unit consists of one Class A ordinary share and one-fourth (1/4) of one redeemable warrant. |
(2) | The reporting persons disclaim beneficial ownership of these securities, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that a reporting person is the beneficial owner of such securities for any other purpose. |
(3) | The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the issuer's business combination, or at any time and from time to time at the option of the holder, on a one-for-one basis, subject to certain adjustments described in the issuer's charter documents, and have no expiration date. |
(4) | The warrants will become exercisable at the later of 30 days after consummation of the issuer's initial business combination or 12 months from the completion of the issuer's initial public offering. |
(5) | The warrants will expire five years after the consummation of the issuer's initial business combination or earlier upon redemption of all of the issuer's outstanding Class A ordinary shares or the issuer's liquidation. |
(6) | These warrants underlie 512,500 units of the issuer that BTC Development Sponsor LLC has irrevocably committed to purchase. |
(7) | Includes up to 550,000 shares that are subject to forfeiture in the event the underwriters of the issuer's initial public offering do not exercise their over-allotment option in full. |
Remarks: Exhibit 24 - Power of Attorney |