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BTC Digital Ltd

For the period ended Jul 31, 2024. Filed Jul 11, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jul 31, 2024 · Filed Jul 11, 2024

BTCT$0.62-6.3%Stored close · as of Nov 6, 2026
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DEF 14A 1 ea0209159-def14a_btcdigital.htm DEFINITIVE PROXY STATEMENT

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:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under § 240.14a-12

BTC DIGITAL LTD.

Payment of Filing Fee (Check all boxes that apply):

☒No fee required
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11

Notice of BTC Digital Ltd.’s

2024 Annual Shareholders Meeting

Important Notice Regarding the Availability of Proxy Materials for

The Annual Shareholders Meeting to be held on July 31, 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 31, 2024, at 9:30 a.m. Eastern Time.

Items of Business

As a Shareholder, you will be asked to:

1.Ratify the selection of Audit Alliance LLP as our independent registered public accounting firm for 2024;
2.Approve the issuance of up to 600,000 shares of the Company’s ordinary shares for one or more non-public offerings; and
3.Transact any other business as may properly come before the meeting.

Shareholders also will transact other business that may properly come before the meeting.

Record Date

You may vote if you held shares of BTC Digital Ltd.’s ordinary shares as of the close of business on July 1, 2024 (“Record Date”).

Proxy Voting

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?” in the proxy statement for detailed voting instructions. If you vote via the Internet, by telephone or plan to vote in person during the 2024 Annual Shareholders Meeting, you do not need to mail in a proxy card.

2024 Annual Shareholders Meeting Admission

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 11, 2024

TABLE OF CONTENTS

Page
Proxy Summary1
Questions and Answers2
Ratification of Selection of Our Independent Registered Public Accounting Firm (Item 1 on Proxy Card)4
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)5
Directors, Officers and Key Employees7
Corporate Governance9
Executive Compensation12
Transactions with Related Persons14
Security Ownership15
Householding of Materials16
Other Matters17

i

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.