BTC Digital Ltd
For the period ended Jul 21, 2025. Filed Jun 27, 2025.
View on SEC.govAbout this filing
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
Contents
Proxy Summary
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information you should consider in voting your shares. Please read the complete proxy statement and our Annual Report to Shareholders for the fiscal year ended December 31, 2024 (“Annual Report”) carefully before voting.
Meeting Information
| Date: | July 21, 2025 |
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| Time: | 9:30 a.m. Eastern Time |
| Location: | 61 Robinson Road, Level 6 & 7, #738, Singapore 068893 |
| Record Date: | June 27, 2025 |
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 2025 Extraordinary General Meeting. Please refer to the section “How do the shareholders vote?” on page 3 for detailed voting instructions. If you vote via the Internet, by telephone, or plan to vote in person at the 2025 Extraordinary General Meeting, you do not need to mail in a proxy card.
| INTERNET | PHONE | IN PERSON | |
|---|---|---|---|
| Visit https://www.cstproxyvote.com. You will need the control number printed on your notice, proxy card, or voting instruction form. | If you received a paper copy of the proxy materials, dial toll-free 1 (866) 894 - 0536 or use the telephone number on your voting instruction form. You will need the control number printed on your proxy card or voting instruction form. | 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. | Follow the instructions under “How can I attend the meeting?” on page 3 and request a ballot when you arrive at the meeting. |
On June 30, 2025, we began sending our shareholders proxy materials.
Voting Item 1: Approval of an Increase in the Company’s Authorized Share Capital
| Item 1 | You are being asked to 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. For additional information regarding the increase of the Company’s authorized share capital, see “Approval of the Company’s Increase in Authorized Share Capital” beginning on page 5 of this proxy statement. Our Board unanimously recommends that you vote “FOR” the approval of an increase in the Company’s authorized share capital. |
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Voting Item 2: Ratification of Selection of Audit Alliance LLP as the Company’s Independent Registered Public Accounting Firm
| Item 2 | You are being asked to ratify the Audit Committee’s selection of Audit Alliance LLP as the Company’s independent registered public accounting firm for 2025. For additional information regarding the Audit Committee’s selection of and the fees paid to Audit Alliance LLP, see “Ratification of Selection of the Company’s Independent Registered Public Accounting Firm” beginning on page 6 of this proxy statement. Our Board unanimously recommends that you vote “FOR” the ratification of the selection of Audit Alliance LLP as the Company’s independent registered public accounting firm for 2025. |
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Quorum
At the Extraordinary General Meeting, one or more shareholders entitled to vote and present in person or by proxy or (in the case of a shareholder being a corporation) by its duly authorized representative representing not less than one-third (1/3) of all voting power of the Company’s share capital in issue throughout the meeting shall form a quorum.
Vote Required
The approval of the increase of the Company’s authorized share capital and the approval of the ratification of independent registered public accounting firm require the affirmative vote of a simple majority of votes cast by shareholders as, being entitled to do so, vote in person or, by proxy or, in the case of a shareholder being a corporation, by its duly authorized representative. A properly executed proxy card marked “Abstain” with respect to this proposal will not be voted.
Recommendations of the Board of Directors
THE BOARD OF DIRECTORS HAS DETERMINED THAT THE APPROVAL OF AN INCREASE IN THE COMPANY’S AUTHORIZED SHARE CAPITAL AND THE RATIFICATION OF AUDIT ALLIANCE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ARE ADVISABLE AND IN THE BEST INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS AND HAS UNANIMOUSLY APPROVED THE PROPOSALS DESCRIBED HEREIN. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE TWO PROPOSALS.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.