Dilution profile // every instrument, one screen, from SEC filings

BTC Digital Ltd. (BTCT)

CIK 1796514 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$24.4M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
one or more live registrations had no structured fee data, so the true total is AT LEAST this
Overhead supply
HIGHwarrants = 56% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
LOW-54% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
HIGH~0.8 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2019-12-312025-12-31

Latest: 9.5M shares as of Dec 31, 2025 (20-F). Share count fell from 341.1M to 20.9M between Dec 31, 2021 and Dec 31, 2022, a pattern consistent with a reverse split (roughly 1-for-16); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

~1 month of cash left

critical · burning $1.3M / quarter

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Warrant4.4Mnot tagged
Prefunded Warrantnot tagged$0.001
Investor Warrantsnot tagged$0.7

Tranches exactly as the company dimensioned them in its 10-Q filed Nov 14, 2024. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 5.3M underlying shares, as reported Jun 30, 2021 (6-K/A).

Reported exercise price: $0.001 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $345 as of Aug 31, 2022.

Rough fully diluted estimate: 14.8M = 9.5M O/S + 5.3M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

No convertible-note facts tagged in the 10-Q filed Nov 14, 2024. If convertible notes exist, their terms live in exhibit prose for this filer and are not parsed; absence of a tag is not proof of absence. The exhibits are the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding9.5MDec 31, 2025
+ Warrant (if exercised)4.4MSep 30, 2024
Fully diluted estimate13.9M+46.5% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $24.4Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

F-1Jul 29, 2026$24.4M registeredfiling →
S-3Nov 20, 2024no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 0 executed · 1 registered.

REGISTEREDJul 29, 2026F-1 registration — capacity to sell shares, not a sale yetF-1
EXECUTEDJul 16, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDJul 15, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDDec 9, 2024Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDDec 6, 2024Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EFFECTIVEDec 5, 2024SEC declared a registration effective — selling can beginEFFECT
REGISTEREDNov 20, 2024S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDNov 15, 2024Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDJul 3, 2024Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDMar 13, 2024Unregistered share sale disclosed (8-K item 3.02)8-K
REGISTEREDDec 15, 2022F-1/A registration — capacity to sell shares, not a sale yetF-1/A
REGISTEREDSep 7, 2022F-1 registration — capacity to sell shares, not a sale yetF-1

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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