EX-99.1 5 ea022404301ex99-1_btcdigi.htm AMENDMENT TO THE UNDERWRITING AGREEMENT, DATED DECEMBER 9, 2024

Exhibit 99.1

 

FIRST AMENDMENT TO

UNDERWRITING AGREEMENT

 

THIS FIRST AMENDMENT (“First Amendment”) to the Underwriting Agreement dated December 6, 2024 (the “Underwriting Agreement”) is made as of the 9th day of December, 2024, by and between BTC Digital Ltd. and Aegis Capital Corp. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Underwriting Agreement.

 

RECITALS

 

WHEREAS, the parties hereto desire to amend and restate Schedules 1.18 and 4.1.2 of the Underwriting Agreement.

 

AGREEMENT

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1. Schedule 1.18 and Schedule 4.1.2 are hereby amended and restated as set forth on the attached schedules.

 

2. Except as expressly amended hereby, the Underwriting Agreement shall remain in full force and effect.

 

3. This First Amendment may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and the same agreement. Counterparts may be delivered via facsimile, email (including PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method, and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes..

 

[Signature page follows.]

 

 

 

 

[BTCT Underwriting Agreement Amendment Signature Page]

 

If the foregoing is in accordance with your understanding, please indicate your acceptance of this First Amendment by signing in the space provided below.

 

  Very truly yours,
   
  BTC DIGITAL LTD.
     
  By: /s/ Siguang Peng
  Name: Siguang Peng
  Title: Chief Executive Officer

 

Confirmed and accepted as of the date first above written:

 

AEGIS CAPITAL CORP.

 

By: /s/ Robert Eide  
Name: Robert Eide  
Title: Chief Executive Officer  

 

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SCHEDULE 1.18

 

Pricing Disclosure Package

 

Number of Closing Shares:   880,000 
Number of Closing Pre-funded Warrants:   1,620,000 
Number of Option Shares:   150,000 
Number of Option Pre-funded Warrants:   225,000 
Public Offering Price per Closing Share:  $8.00 
Public Offering Price per Closing Pre-funded Warrant:  $7.999 
Exercise Price per Pre-Funded Warrant:  $0.001 
Underwriting Discount per Common Share and per Pre-funded Warrant:  $0.560 
Non-accountable expense allowance per Common Share and per Pre-funded Warrant:  $0.060 
Purchase Price per Option Share:  $7.380 
Purchase Price per Option Pre-Funded Warrant:  $7.379 

 

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SCHEDULE 4.1.2

Closing Securities

 

Underwriter  Number of
Closing Shares to
Be Purchased		   Number of
Closing Pre-
funded Warrants
to Be Purchased		   Number of
Option Shares to
Be Purchased if
the Maximum
Over-Allotment
Option Is
Exercised		 
Aegis Capital Corp.   880,000    1,620,000    375,000 

 

 

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