BTC Digital Ltd

The following questions and answers are intended to address briefly some commonly asked questions regarding the Extraordinary General Meeting. These questions and answers may not address all of the questions that may be important to you as a shareholder. To better understand these matters, you should carefully read this entire proxy statement.

Q: Why am I receiving this proxy statement?

A: The Company is holding this Extraordinary General Meeting 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, to ratify the selection of Audit Alliance LLP as the Company’s independent registered public accounting firm, and to transact any business that may properly come before the meeting.

We have included in this proxy statement important information about the Extraordinary General 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 General 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:

Q: When and where will the Extraordinary General Meeting be held?

A: The Extraordinary General Meeting will be held on July 21, 2025 at 9:30 a.m., Eastern Time, in an in-person format. In-person participants will be able to attend the Extraordinary General Meeting at 61 Robinson Road, Level 6 & 7, #738, Singapore 068893.

Q: Who is entitled to vote at the Extraordinary General Meeting

A: The record date for the Extraordinary General Meeting is June 27, 2025. Only holders of ordinary shares of the Company as of the close of business on the record date are entitled to notice of, and to vote at, the Extraordinary General Meeting or any adjournment or postponement thereof. As of the record date, there were 7,516,975 ordinary shares outstanding. Each ordinary share that you own entitles you to one vote.

Q: How do the shareholders vote?

A: The shareholders have three voting options. You may vote using one of the following methods:

Q: How can I attend the meeting?

A: The meeting is open to all holders of the Company’s ordinary shares as of the record date. You may attend the meeting in person at 61 Robinson Road, Level 6 & 7, #738, Singapore 068893.

Q: May shareholders ask questions at the meeting?

A: Yes. Representatives of the Company will answer questions of general interest at the end of the meeting.

Q: If my shares are held in “street name” by a broker or other nominee, will my broker or nominee vote my shares for me?

A: Your broker or other nominee does not have authority to vote on non-routine matters. All of the proposals presented at the Extraordinary General Meeting are considered non-routine matters. Your broker or other nominee will vote your shares held by it in “street name” with respect to these matters only if you provide instructions to it on how to vote.

Q: What if I do not vote on the matters relating to the proposals?

A: If you fail to vote or fail to instruct your broker or other nominee how to vote on any of the proposals, it will have no effect on such proposals. It will be treated as a “non-vote” and not count toward a quorum.

Q: May I change my vote after I have delivered my proxy or voting instruction card?

A: Yes. You may change your vote at any time before your proxy is voted at the Extraordinary General Meeting. You may do this in one of three ways:

Your attendance alone will not revoke any proxy.

If your shares are held in an account at a broker or other nominee, you should contact your broker or other nominee to change your vote.

Q: Do I have appraisal rights?

A: The shareholders do not have appraisal rights with respect to the matters to be voted upon at the Extraordinary General Meeting.

Q: Whom should I call if I have questions about the proxy materials or voting procedures?

A: If you have questions about the proposals, or if you need assistance in submitting your proxy or voting your shares or need additional copies of this proxy statement or the enclosed proxy card, you should contact BTC Digital Ltd., 61 Robinson Road, Level 6 & 7, #738, Singapore 068893, or call +65 6022 2515. If your shares are held in a stock brokerage account or by a bank or other nominee, you should contact your broker, bank or other nominee for additional information.

Q: What do I need to do now?

A: After carefully reading and considering the information contained in this proxy statement, including the annexes, please vote your shares as soon as possible so that your shares will be represented at the Extraordinary General Meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of your broker or other nominee.

Q: Who is paying for the expenses involved in preparing and mailing this proxy statement?

A: All of the expenses involved in preparing, assembling and mailing these proxy materials and all costs of soliciting proxies will be paid for by the Company. In addition to the solicitation by mail, proxies may be solicited by our officers and other employees by telephone or in person. Such persons will receive no compensation for their services other than their regular salaries. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the shares held of record by such persons, and we may reimburse such persons for reasonable out of pocket expenses incurred by them in so doing.

Q: What Interest Do Officers and Directors Have in Matters to Be Acted Upon?

A: Members of the Board of Directors and executive officers of the Company do not have any interest in any proposal that is not shared by all other shareholders of the Company.

Q: Where can I find the voting results of the Extraordinary General Meeting?

A: The Company will announce preliminary voting results at the Extraordinary General Meeting. The Company will also disclose final voting results in a report on Form 6-K that is expected to be filed with the SEC within four business days after the Extraordinary General Meeting.