UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under § 240.14a-12 |
BTC DIGITAL LTD.
Payment of Filing Fee (Check all boxes that apply):
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11 |
Explanatory Note
This Amendment No. 1 (this “Amendment”)
amends the definitive proxy statement furnished in connection with the solicitation of proxies by the Board of Directors of BTC Digital
Ltd. (the “Company”), filed with the U.S. Securities and Exchange Commission (“SEC”) on July 11, 2024 (the “Proxy
Statement”). The Proxy Statement was filed in connection with the Company’s 2024 Annual Meeting of Shareholders to be held
on Wednesday, July 31, 2024, including any adjournment or postponement thereof (the “Annual Meeting”).
This Amendment revises Voting Item 2 of the 2024
Proxy Statement and change the date of the Annual Meeting to August 16, 2024. As described in the amendments below, Voting
Item 2 will be revised to state that the Company is seeking shareholders’ approval to issue at least 600,000 shares of the Company’s
ordinary shares for one or more non-public offerings instead of up to 600,000 shares.
This Amendment should be read in conjunction with
the Proxy Statement. Except as described in this Amendment, this Amendment does not modify, amend, supplement or otherwise affect the
Proxy Statement.
Amendment to Proxy Statement
The following disclosure amends and restates
the paragraph under the heading “Notice of BTC Digital Ltd.’s 2024 Annual Shareholders Meeting” on the cover page of
the Proxy Statement as follows (changes marked, with new text bold and underlined and deleted text bold and strikethrough):
“Important Notice Regarding the Availability
of Proxy Materials for
The Annual Shareholders Meeting to be held
on July 31August 16, 2024
The Proxy Statement and Annual Report to Shareholders
are available at www.cstproxy.com/btct/2024
The 2024 Annual Shareholders Meeting of BTC Digital
Ltd. (“Company”) will be held at 1306, 13th Floor, Xuesong Dasha Building B, No. 52 Tairan 6th Road, Futian District, Shenzhen,
Guangdong Province, People’s Republic of China on July 31August 16, 2024, at 9:30 a.m. Eastern Time.”
The following disclosure amends and restates
the selected paragraphs under the heading “Items of Business” on the cover page of the Proxy Statement as follows (changes
marked, with new text bold and underlined and deleted text bold and strikethrough):
“Items of Business
As a Shareholder, you will be asked to:
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1. |
Ratify the selection of Audit Alliance LLP as our independent registered public accounting firm for 2024; |
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2. |
Approve the issuance of up to at least 600,000 shares of the Company’s ordinary shares for one or more non-public offerings; and |
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3. |
Transact any other business as may properly come before the meeting.” |
The following disclosure amends and restates
the selected paragraphs under the heading “2024 Annual Shareholders Meeting Admission” on the cover page of the Proxy Statement
as follows (changes marked, with new text bold and underlined and deleted text bold and strikethrough):
Due to space limitations, attendance is limited
to Shareholders and persons holding valid legal proxies from those Shareholders. Admission to the meeting is on a first-come, first-served
basis. Registration will begin at 8:30 a.m. Eastern Time. Valid government-issued identification must be presented to attend the meeting.
If you hold the Company’s ordinary shares through a broker, bank, trust or other nominee, you must bring a copy of a statement reflecting
your stock ownership as of the Record Date, and if you wish to vote in person, you must also bring a legal proxy from your broker, bank,
trust or other nominee. Cameras, recording devices, and other electronic devices are not permitted.
We look forward to seeing you at the meeting.
On behalf of the Board,
Xu Peng
Chairman of the Board
July 1125, 2024
The following disclosure amends and restates
the selected paragraphs under the heading “TABLE OF CONTENTS” on page (i) of the Proxy Statement as follows (changes marked,
with new text bold and underlined and deleted text bold and strikethrough):
TABLE OF CONTENTS
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Page |
Proxy Summary |
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1 |
Questions and Answers |
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2 |
Ratification of Selection of Our Independent Registered
Public Accounting Firm (Item 1 on Proxy Card) |
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4 |
Approval
of the Issuance of Up to At Least 600,000 Shares of the Company’s Ordinary Shares for One or More
Non-Public Offerings (Item 2 on Proxy Card) |
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5 |
Directors, Officers and Key Employees |
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7 |
Corporate Governance |
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9 |
Executive Compensation |
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12 |
Transactions with Related Persons |
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14 |
Security Ownership |
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15 |
Householding of Materials |
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Other Matters |
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The following disclosure amends and restates
the selected paragraphs under the heading “Proxy Summary” on page 1 of the Proxy Statement as follows (changes marked, with
new text bold and underlined and deleted text bold and strikethrough):
Meeting Information
Date: |
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July
31August 16, 2024 |
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Time: |
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9:30 a.m. Eastern Time |
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Location: |
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1306, 13th Floor, Xuesong Dasha Building B
No. 52 Tairan 6th Road, Futian District, Shenzhen
Guangdong Province, People’s Republic of
China |
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Record Date: |
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July 1, 2024 |
How to Vote
Your vote is important. You may vote your shares
in advance of the meeting via the Internet, by telephone, by mail, or in person at the 2024 Annual Shareholders Meeting. Please refer
to the section “How do the shareholders vote?” on page 2 for detailed voting instructions. If you vote via the Internet, by
telephone, or plan to vote in person at the 2024 Annual Shareholders Meeting, you do not need to mail in a proxy card.
INTERNET |
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PHONE |
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MAIL |
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IN PERSON |
Visit
www.cstproxy.com/btct/2024
You will need the control number printed on your
notice, proxy card, or voting instruction form. |
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If you received a paper copy of the proxy materials, dial toll-free at 1 (866) 894-0536. You will need the control number printed on your proxy card or voting instruction form. |
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If you received a paper copy of the proxy materials, send your completed and signed proxy card or voting instruction form using the enclosed postage-paid envelope. |
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Follow the instructions under “How can I attend the meeting?” on page 2 and request a ballot when you arrive at the meeting. |
On July 1126, 2024,
we began start sending our shareholders proxy materials.”
The following disclosure amends and restates
the selected paragraphs under the heading “Voting Item 2: Approval of the Issuance of Up to 600,000 Shares of the Company’s
Ordinary Shares for One or More Non-Public Offerings” on page 1 of the Proxy Statement as follows (changes marked, with new text
bold and underlined and deleted text bold and strikethrough):
“Voting Item 2: Approval of the Issuance
of Up to At Least 600,000 Shares of the Company’s Ordinary Shares for One or More Non-Public Offerings
Item 2 |
You are being asked to approve the issuance of
up to at least 600,000 shares of the Company’s ordinary shares for one or more non-public offerings.
For additional information regarding the issuance of new shares, see “Approval of the Issuance of Up to At
Least 600,000 Shares of the Company’s Ordinary Shares for One or More Non-Public Offerings” beginning on page 5 of
this proxy statement.
✓ Our Board unanimously
recommends that you vote “FOR” the approval of the issuance of up to at least 600,000 shares
of the Company’s ordinary shares for one or more non-public offerings. |
”
The following disclosure amends and restates
the selected paragraphs under the heading “Questions and Answers” on page 2 of the Proxy Statement as follows (changes marked,
with new text bold and underlined and deleted text bold and strikethrough):
“Q: Why am I receiving this proxy statement?
A: The Company is holding its Annual Shareholders
Meeting to ratify the selection of Audit Alliance LLP as the Company’s independent registered public accounting firm, to approve
the issuance of up to at least 600,000 shares of the Company’s ordinary shares for one or more non-public
offerings, and to transact any business that may properly come before the meeting.
We have included in this proxy statement important
information about the Extraordinary Shareholders Meeting. You should read this information carefully and in its entirety. The enclosed
voting materials allow you to vote your shares without attending the Extraordinary Shareholders Meeting. Your vote is very important,
and we encourage you to submit your proxy as soon as possible.
Q: What proposals are the shareholders being
asked to consider?
A: The shareholders are being asked to:
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1. |
ratify the selection of Audit Alliance LLP as the Company’s independent registered public accounting firm; |
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2. |
approve the issuance of up to at least 600,000 share of the Company’s ordinary shares for one or more non-public offerings; and |
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3. |
transact any other business as may properly come before the meeting. |
Q: When and where will the Annual Shareholders
Meeting be held?
A: The Annual Shareholders Meeting will be held
on July 31August 16, 2024 at 9:30 a.m. ET in an in-person format. In-person participants will be able to
attend the Annual Shareholders Meeting at 1306, 13th Floor, Xuesong Dasha Building B, No. 52 Tairan 6th Road, Futian District, Shenzhen,
Guangdong Province, People’s Republic of China.”
The following disclosure amends and restates
the selected paragraphs under the heading “Approval of the Issuance of Up to 600,000 Shares of the Company’s Ordinary Shares
for One or More Non-Public Offerings (Item 2 on Proxy Card)” on pages 5 & 6 of the Proxy Statement as follows (changes marked,
with new text bold and underlined and deleted text bold and strikethrough):
“Approval
of the Issuance of Up to At Least 600,000 Shares of the Company’s Ordinary
Shares for One or More Non-Public
Offerings (Item 2 on Proxy Card)
The Company’s ordinary
share is currently listed on The Nasdaq Capital Market and, as such, we are subject to Nasdaq Marketplace Rules. Nasdaq Marketplace Rule
5635(d) (“Rule 5635(d)”) requires us to obtain shareholder approval prior to the issuance of our ordinary share in connection
with certain non-public offerings involving the sale, issuance or potential issuance by the Company of ordinary shares (and/or securities
convertible into or exercisable for ordinary shares) equal to 20% or more of the ordinary shares outstanding before the issuance. Shares
of our ordinary shares issuable upon the exercise or conversion of warrants, options, debt instruments, preferred stock or other equity
securities issued or granted in non-public offerings, including exercise or conversion of any warrants, options, debt instruments, preferred
stock or other equity securities issued in exchange for such securities or in connection with an amendment (including amendment of any
outstanding non-convertible debt to add conversion features or exchange of such non-convertible debt for convertible securities) that
would permit exercisability or conversion below market, will also be considered shares issued in such a transaction in determining whether
the 20% limit has been reached and for which stockholder approval is sought under this proposal. We may effectuate the approved offerings
or transactions for one or more transactions, subject to the limitations herein.
We may seek to raise additional
capital to implement our business strategy, to recapitalize our balance sheet and enhance our overall capitalization. We have not determined
the particular terms for such prospective offerings or recapitalizations. Because we may take actions and seek additional capital that
triggers the requirements of Rule 5635(d), we are seeking stockholder approval now, so that we will be able to move quickly to take full
advantage of any opportunities that may develop.
We hereby submit this proposal
to our shareholders for their approval of the potential issuance of up to at least 600,000 shares of our
ordinary shares, or securities convertible into our ordinary shares, for one or more non-public capital-raising or other transactions,
subject to the following limitations:
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The aggregate number of shares issued in the offerings will not exceed be at least 600,000 shares of our ordinary share, subject to adjustment for any reverse stock split effected prior to the offerings (including pursuant to preferred stock, options, warrants, convertible debt or other securities exercisable for or convertible into ordinary share); |
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The total aggregate consideration will not exceed $6,000,000.00; |
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Such offerings will occur, if at all, on or before December 31, 2025, unless a shorter time is required by Nasdaq; and |
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Such other terms as the Board of Directors shall deem to be in the best interests of the Company and its stockholders, not inconsistent with the foregoing. |
The issuance of shares of
our ordinary share, or other securities convertible into shares of our ordinary share, in accordance with any offerings would dilute,
and thereby reduce, each existing stockholder’s proportionate ownership in our ordinary share. The shareholders do not have preemptive
rights to subscribe to additional shares that may be issued by the Company in order to maintain their proportionate ownership of the ordinary
share. Because of the historic volatility of the trading of our ordinary share and unpredictable market factors we are unable to predict
with any accuracy the actual discount at which we will be able to offer our ordinary share or recapitalize our balance sheet.
The issuance of up
to at least 600,000 shares of our ordinary shares for one or more non-public offerings could have an anti-takeover
effect. Such issuance could dilute the voting power of a person seeking control of the Company, thereby deterring or rendering more difficult
a merger, tender offer, proxy contest, election of members to the Board of Directors or an extraordinary corporate transaction opposed
by the Company.
It is possible that if we
conduct a non-public stock offering, some of the shares we sell could be purchased by one or more investors who could acquire a large
block of our ordinary share. This would concentrate voting power in the hands of one or a few stockholders who could exercise greater
influence on our operations or the outcome of matters put to a vote of stockholders in the future.
We cannot determine the actual
net proceeds of the offerings or results of recapitalizations until they are completed, but as discussed above, the aggregate dollar amount
of the non-public offerings will be no more than $6,000,000.00 and the maximum shares of our ordinary shares to be issued will be no
more than at least 600,000 ordinary shares. Any net proceeds will be used for general corporate purposes, which may
include debt repayment. We currently have no arrangements or understandings regarding any specific transaction with investors, so we cannot
predict whether we will be successful should we seek to raise capital through any offerings or recapitalize.
Vote Required
The affirmative vote of a
majority of the votes cast for this proposal is required to approve the issuance of securities for one or more non-public offerings, as
required by and in accordance with Nasdaq Marketplace Rule 5635(d).
The Board unanimously recommends that you vote
“FOR” the approval of issuance of up to at least 600,000
shares of BTC Digital Ltd.’s ordinary
shares for one or more non-public offerings.”
The following disclosure amends and restates Proxy Card (changes
marked, with new text bold and underlined and deleted text bold and strikethrough):
If you have already returned your proxy card or
voting instruction form, you do not need to take any action unless you wish to change your vote. If you have already voted and would like
to change or revoke your vote on any proposal, please refer to the disclosure in the Proxy Statement under “Questions and Answers—
May I change my vote after I have delivered my proxy or voting instruction card?” on page 3 of the Proxy Statement for instructions
on how to do so.
This Amendment is filed with the SEC and made available to shareholders
on July 25, 2024.
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