BTC Development Corp.

Previous wording

References in this report (this “Quarterly Report”) to “we,” “us” or the “Company” refer to BTC Development Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsors” refer to BTC Development Sponsor LLC and BTC Development Advisors LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Current wording

References in this report (this “Quarterly Report”) to “we,” “us” or the “Company” refer to BTC Development Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsors” refer collectively to BTC Development Sponsor LLC and BTC Development Advisors LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Previous wording

We are a blank check company incorporated in the Cayman Islands on April 3, 2023 formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination involving one or more businesses or assets. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Placement Units held in the Trust Account, our shares, debt or a combination of cash, shares and debt.

Current wording

We are a blank check company incorporated in the Cayman Islands on April 3, 2023 and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination involving one or more businesses or assets. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Placement Units held in the Trust Account, our shares, debt or a combination of cash, shares and debt.

Previous wording

For the three months ended March 31, 2026, we had net income of $1,701,548, which consisted of interest earned on marketable securities held in Trust Account of $2,242,309, partially offset by formation, general and administrative costs of $540,761.

Current wording

For the three months ended June 30, 2026, we had net income of $1,868,465, which consisted of interest earned on marketable securities held in Trust Account of $2,277,072, partially offset by formation, general and administrative costs of $408,607.

Previous wording

For the three months ended March 31, 2025, we had a net loss $35,626, which consisted of formation, general and administrative costs.

Current wording

For the three months ended June 30, 2025, we had a net loss $3,668, which consisted of formation, general and administrative costs.

Previous wording

For the three months ended March 31, 2026, net cash used in operating activities was $537,350. Net income of $1,701,548 was offset by interest earned on marketable securities of $2,242,309. Changes in operating assets and liabilities used $3,411 of cash from operating activities.

Current wording

For the six months ended June 30, 2026, net cash used in operating activities was $861,079. Net income of $3,570,013 was offset by interest earned on marketable securities of $4,519,381. Changes in operating assets and liabilities used $88,289 of cash from operating activities.

Previous wording

For the three months ended March 31, 2025, net cash used in operating activities was $0. Net loss of $35,626 was offset by payment of accrued expenses through advances from related party of $27,680. Changes in operating assets and liabilities provided $7,946 of cash from operating activities.

Current wording

For the six months ended June 30, 2025, net cash used in operating activities was $0. Net loss of $39,294 was offset by payment of accrued expenses through advances from related party of $27,680 and payment of operation costs through advances from related party of $39,294. Changes in operating assets and liabilities used $27,680 of cash from operating activities.

Previous wording

At March 31, 2026, we had marketable securities held in the Trust Account of $257,254,864 (including approximately $2,242,309 of interest income). We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of permitted withdrawals and excluding deferred underwriting commissions, to complete our Business Combination. We may withdraw interest from the Trust Account for permitted withdrawals. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Current wording

At June 30, 2026, we had marketable securities held in the Trust Account of $259,531,936 (including $4,519,381 of interest income). We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of permitted withdrawals and excluding deferred underwriting commissions, to complete our Business Combination. We may withdraw interest from the Trust Account for permitted withdrawals. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Previous wording

At March 31, 2026, we had cash of $1,448,349 held outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination.

Current wording

At June 30, 2026, we had cash of $1,124,620 held outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination.

Previous wording

We accounted for the Public and Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”, whereby under that provision, the warrants that do not meet the criteria for equity treatment must be recorded as liability. Accordingly, we evaluated and classified the warrant instruments under equity treatment at their assigned value. Such guidance provides that the warrants described above will not be precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified as equity in accordance with ASC 480 and ASC 815.

Current wording

We accounted for the Public and Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”, whereby under that provision, the warrants that do not meet the criteria for equity treatment must be recorded as liability. Accordingly, we evaluated and classified the warrant instruments under equity treatment at their assigned value. Such guidance provides that the warrants will not be precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified as equity in accordance with ASC 480 and ASC 815.