BTC Digital Ltd
For the period ended Jul 21, 2025. Filed Jun 27, 2025.
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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 21, 2025 · Filed Jun 27, 2025
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DEF 14A 1 ea0246769-def14a_btc.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 |
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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 |
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BTC DIGITAL LTD.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
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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 |
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Notice of BTC Digital Ltd.’s
2025 Extraordinary General Meeting
Important Notice Regarding the Availability of Proxy Materials for
The Extraordinary General Meeting to be held on July 21, 2025
The Proxy Statement and Annual Report to Shareholders are available at https://www.cstproxy.com/btct/2025
The 2025 Extraordinary General Meeting of BTC Digital Ltd. (“Company”) will be held at 61 Robinson Road, Level 6 & 7, #738, Singapore 068893 on July 21, 2025, at 9:30 a.m. Eastern Time.
Items of Business
As a Shareholder, you will be asked to:
| 1. | Approve an increase of the Company’s authorized share capital from US$1,500,000 divided into 25,000,000 ordinary shares of par value of US$0.06 each to US$12,000,000 divided into 200,000,000 ordinary shares of a par value of US$0.06 each; |
| 2. | Ratify the selection of Audit Alliance LLP as the Company’s independent registered public accounting firm for 2025; 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
The Board of Directors has fixed June 27, 2025 as the record date (“Record Date”) for determining shareholders entitled to receive notice of, and to vote at, the Extraordinary General Meeting or any adjournment or postponement thereof. You may vote if you held shares of BTC Digital Ltd.’s ordinary shares as of the close of business on June 27, 2025.
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 2025 Extraordinary General 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 2025 Extraordinary General Meeting, you do not need to mail in a proxy card.
2025 Extraordinary General 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
June 30, 2025
TABLE OF CONTENTS
| Page | |
|---|---|
| Proxy Summary | 1 |
| Questions and Answers | 3 |
| Approval of Increase in the Company’s Authorized Share Capital (Item 1 on Proxy Card) | 5 |
| Ratification of Selection of the Company’s Independent Registered Public Accounting Firm (Item 2 on Proxy Card) | 6 |
| Directors, Officers and Key Employees | 7 |
| Corporate Governance | 9 |
| Executive Compensation | 12 |
| Transactions with Related Persons | 14 |
| Security Ownership | 15 |
| Householding of Materials | 16 |
| Other Matters | 16 |
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