BTC Development Acquisition Corp. is a SPAC — a publicly traded shell company with no operations — that raised $253M in its IPO in October 2025. Its sole purpose is to identify, negotiate, and close a merger with a private company, taking that company public in the process. BTC Development's defining focus is bitcoin: while it can pursue targets in any industry, management is specifically looking for businesses that operate within the bitcoin ecosystem or that could benefit from integrating bitcoin into their treasury or operations. Post-acquisition, the sponsor intends to help the target adopt a bitcoin treasury reserve strategy and grow its bitcoin holdings through financing. The SPAC is led by Betsy Cohen, who has run a long series of prior SPACs across fintech and payments, and co-founders of Ten31, a bitcoin-focused venture capital firm. A prior vehicle from the same team, FTAC Emerald, completed a combination with Fold Holdings, a bitcoin financial services company, in February 2025. The $253M in IPO proceeds sit in a trust invested in U.S. government securities while management searches for a target. The sponsor purchased founder shares at a nominal price that will convert into roughly 25% of the post-IPO share count upon deal close — a highly asymmetric payoff structure where the sponsor profits substantially if any deal closes. Public shareholders have downside protection at approximately $10.00 per share if no deal is completed within 36 months, but face dilution risk if a deal closes.
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