BTC Development ^{Priced, Nasdaq: BDCIU}

We are a blank check company incorporated as a Cayman Islands exempted company and incorporated 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, which we refer to throughout this prospectus as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not identified any acquisition target and we have not, nor has anyone on our behalf, initiated any discussions, directly or indirectly, with respect to identifying any acquisition target. We have generated no operating revenues to date and we do not expect that we will generate operating revenues until we consummate our initial business combination. Although we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to focus our search for a target business in industries that complement our management team’s background, and to capitalize on the ability of our management team to identify and acquire a business, focusing on companies that provide opportunities for attractive risk-adjusted returns in the bitcoin ecosystem and/or that we believe have the potential to integrate bitcoin into their capital structures, balance sheets and/or operations.