BTC Development Corp. Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 19th, 2025 • BTC Development Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [---], 2025, is made and entered into by and among BTC Development Corp., a Cayman Islands exempted company (the “Company”), BTC Development Sponsor LLC, a Delaware limited liability company and BTC Development Advisors LLC (each a “Sponsor”, and collectively, the “Sponsors”), Cohen & Co. Capital Markets, a division of Cohen & Company Securities, LLC (“Cohen”) and Keefe, Bruyette & Woods, Inc. (“KBW”) and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsors, Cohen, KBW and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
UNDERWRITING AGREEMENT among BTC DEVELOPMENT CORP. and COHEN & COMPANY CAPITAL MARKETS, A DIVISION OF COHEN & COMPANY SECURITIES, LLC and KEEFE, BRUYETTE & WOODS, INC. As Representatives of the Underwriters Dated: [ ], 2025 BTC DEVELOPMENT CORP....Underwriting Agreement • August 19th, 2025 • BTC Development Corp. • Blank checks • New York
The undersigned, BTC Development Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”) and Keefe, Bruyette & Woods, Inc. (“KBW”; and collectively with Cohen, the “Representatives”) and with the other underwriters named on Schedule A hereto (if any), for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter” as follows:
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • August 19th, 2025 • BTC Development Corp. • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of the date hereof among the Company, Indemnitee and the other parties thereto pursuant to the Underwriting Agreement between the Company and the representative of the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
PLACEMENT UNIT SUBSCRIPTION AGREEMENTPlacement Unit Subscription Agreement • August 19th, 2025 • BTC Development Corp. • Blank checks • New York
This PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [ ] day of [ ] 2025, by and between BTC Development Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“Subscriber”), having its principal place of business at 3 Columbus Circle, 24th Floor, New York, New York 10019.
UNDERWRITING AGREEMENT among BTC DEVELOPMENT CORP. and COHEN & COMPANY CAPITAL MARKETS, A DIVISION OF COHEN & COMPANY SECURITIES, LLC and KEEFE, BRUYETTE & WOODS, INC. As Representatives of the Underwriters Dated: September 29, 2025 BTC DEVELOPMENT...Underwriting Agreement • October 3rd, 2025 • BTC Development Corp. • Blank checks • New York
The undersigned, BTC Development Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”) and Keefe, Bruyette & Woods, Inc. (“KBW”; and collectively with Cohen, the “Representatives”) and with the other underwriters named on Schedule A hereto (if any), for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter” as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 3rd, 2025 • BTC Development Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 29, 2025, is made and entered into by and among BTC Development Corp., a Cayman Islands exempted company (the “Company”), BTC Development Sponsor LLC, a Delaware limited liability company and BTC Development Advisors LLC (each a “Sponsor”, and collectively, the “Sponsors”), Cohen & Co. Capital Markets, a division of Cohen & Company Securities, LLC (“Cohen”) and Keefe, Bruyette & Woods, Inc. (“KBW”) and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsors, Cohen, KBW and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 19th, 2025 • BTC Development Corp. • Blank checks
Pursuant to Section 1(k) of the Investment Management Trust Agreement between BTC Development Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [ ], 2025 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $[ ] of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
PLACEMENT UNIT SUBSCRIPTION AGREEMENTPlacement Unit Subscription Agreement • October 3rd, 2025 • BTC Development Corp. • Blank checks • New York
This PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 29th day of September 2025, by and between BTC Development Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“Subscriber”), having its principal place of business at 3 Columbus Circle, 24th Floor, New York, New York 10019.
WARRANT AGREEMENT BTC DEVELOPMENT CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [ ], 2025Warrant Agreement • August 19th, 2025 • BTC Development Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [ ], 2025, is by and between BTC Development Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
BTC Development Corp. Philadelphia, PA 19104 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • October 3rd, 2025 • BTC Development Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and among BTC Development Corp., a Cayman Islands exempted company (the “Company”), and Cohen & Co. Capital Markets (“Cohen”) and Keefe, Bruyette & Woods, Inc. (“KBW” and, together with Cohen, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 25,300,000 of the Company’s units (“Units”) (including up to 3,300,000 Units that may be purchased to cover over-allotments, if any), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-fourth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a re
BTC Development Corp. 2929 Arch Street, Suite 1703 Philadelphia, PA 19104Securities Subscription Agreement • August 19th, 2025 • BTC Development Corp. • Blank checks • New York
BTC Development Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer of BTC Development Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for and purchase 8,686,667 Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Ordinary Shares”), up to 1,100,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares’’ are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary shares, US$0.0001 par value per share (the “Class A Ordinary Shares’’). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follo
PLACEMENT UNIT SUBSCRIPTION AGREEMENTPlacement Unit Subscription Agreement • October 3rd, 2025 • BTC Development Corp. • Blank checks • New York
This PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 29th day of September 2025, by and between BTC Development Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, and BTC Development Sponsor LLC (“Subscriber”).
BTC DEVELOPMENT CORP. 2929 Arch Street, Suite 1703 Philadelphia, PA 19104 September 29, 2025Administrative Services Agreement • October 3rd, 2025 • BTC Development Corp. • Blank checks
BTC Development Corp. Philadelphia, PA 19104 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • August 19th, 2025 • BTC Development Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and among BTC Development Corp., a Cayman Islands exempted company (the “Company”), and Cohen & Co. Capital Markets (“Cohen”) and Keefe, Bruyette & Woods, Inc. (“KBW” and, together with Cohen, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 25,300,000 of the Company’s units (“Units”) (including up to 3,300,000 Units that may be purchased to cover over-allotments, if any), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-fourth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a re
PLACEMENT UNIT SUBSCRIPTION AGREEMENTPlacement Unit Subscription Agreement • August 19th, 2025 • BTC Development Corp. • Blank checks • New York
This PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [ ] day of [ ] 2025, by and between BTC Development Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, and BTC Development Sponsor LLC (“Subscriber”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 29th, 2025 • BTC Development Corp. • Blank checks
Pursuant to Section 1(k) of the Investment Management Trust Agreement between BTC Development Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [ ], 2025 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $[ ] of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
BTC DEVELOPMENT CORP. 2929 Arch Street, Suite 1703 Philadelphia, PA 19104Administrative Services Agreement • August 19th, 2025 • BTC Development Corp. • Blank checks
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 3rd, 2025 • BTC Development Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 29, 2025, by and between BTC Development Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENT BTC DEVELOPMENT CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated September 29, 2025Warrant Agreement • October 3rd, 2025 • BTC Development Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated September 29, 2025, is by and between BTC Development Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).