BTC Development Corp.
For the period ended Sep 30, 2026. Filed Nov 10, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 10, 2026
BDCI$10.18+0.1%Stored close · as of Nov 10, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-10.
0001213900-26-087351
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-10.
0001213900-26-118036
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 40 previous paragraphs and 41 current paragraphs.
29 unchanged; 10 reworded; 2 added; 1 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (2)
Current report
Moreover, we will need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of Public Shares upon completion of the Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. Management has determined that the liquidity condition raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities. Management intends to complete a Business Combination within the Combination Period.
Current report
In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements - Going Concern,” management has determined that the liquidity condition and the mandatory liquidation date, should a Business Combination not be consummated by October 1, 2027 (or January 1, 2028, if applicable), and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. See Note 1 to the unaudited condensed financial statements.
Removed paragraphs (1)
Previous report
We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.
Reworded paragraphs (10)
Previous 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.
Current wording
For the three months ended September 30, 2026, we had net income of $2,004,449, which consisted of interest earned on marketable securities held in Trust Account of $2,371,443, partially offset by formation, general and administrative costs of $366,994.
Previous wording
For the six months ended June 30, 2026, we had net income of $3,570,013, which consisted of interest earned on marketable securities held in Trust Account of $4,519,381, partially offset by formation, general and administrative costs of $949,368.
Current wording
For the nine months ended September 30, 2026, we had net income of $5,574,462, which consisted of interest earned on marketable securities held in Trust Account of $6,890,824, partially offset by formation, general and administrative costs of $1,316,362.
Previous wording
For the three months ended June 30, 2025, we had a net loss $3,668, which consisted of formation, general and administrative costs.
Current wording
For the three months ended September 30, 2025, we had a net loss of $58,813, which consisted of formation, general and administrative costs.
Previous wording
For the six months ended June 30, 2025, we had a net loss $39,294, which consisted of formation, general and administrative costs.
Current wording
For the nine months ended September 30, 2025, we had a net loss of $98,107, which consisted of formation, general and administrative costs.
Previous 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.
Current wording
For the nine months ended September 30, 2026, net cash used in operating activities was $1,151,312. Net income of $5,574,462 was offset by interest earned on marketable securities of $6,890,824. Changes in operating assets and liabilities provided $165,050 of cash from operating activities.
Previous 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.
Current wording
For the nine months ended September 30, 2025, net cash used in operating activities was $0. Net loss of $98,107 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 $59,534. Changes in operating assets and liabilities provided $10,893 of cash from operating activities. For the nine months ended September 30, 2025, net cash used in investing activities was $2,000,000, consisting of the investment of cash into the Trust Account, and net cash provided by financing activities was $4,886,023, consisting of proceeds from amount due to Sponsors of $5,200,000, partially offset by the repayment of advances from related party of $238,977 and payment of offering costs of $75,000.
Previous 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.
Current wording
At September 30, 2026, we had marketable securities held in the Trust Account of $261,903,379 (including $6,890,824 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 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.
Current wording
At September 30, 2026, we had cash of $834,387 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
The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of June 30, 2026, we used a third part valuation expert to estimate the fair value of the Public Warrants, and did not identify any other accounting estimates.
Current wording
The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of September 30, 2026, we used a third party valuation expert to estimate the fair value of the Public Warrants, and did not identify any other accounting estimates.
Previous wording
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.
Current wording
For a discussion of other recently issued accounting standards, see Note 2 to the unaudited condensed financial statements included in this Quarterly Report. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.