SecProbe.io

January 24, 2025
Bracebridge H. Young, Jr.
Chief Executive Officer
BTC Development Corp.
2929 Arch Street, Suite 1703
Philadelphia, PA 19104
Re:BTC Development Corp.
Draft Registration Statement on Form S-1
Submitted December 27, 2024
CIK No. 0002042292
Dear Bracebridge H. Young Jr.:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted December 27, 2024
Cover Page
1.If you may extend the time frame to complete your initial business combination
beyond 24 months after closing of this offering, with or without shareholder approval,
revise to so state. See Item 1602(a)(1) of Regulation S-K
2.We note that you expect the bitcoin proceeds from the issuance of the Convertible
Notes will be held by a third-party custodian and used only in connection with either
the redemption of the Convertible Notes or the consummation of your initial business
combination. Please revise the cover page to clarify that the bitcoin will not be placed
in the trust account and clearly describe any risks and other impacts on investors.
3.Please disclose on the cover page the approximate price per share which the sponsor
paid for the founder shares.

January 24, 2025
Page 2
4.When discussing the amount of compensation received or to be received, as required
by Item 1602(a)(3) of Regulation S-K, please include the repayment of various loans
to the sponsor, including a discussion of the possible issuance of units upon
conversion of up to $2,000,000 of loans at a price of $10.00 per unit and any
compensation paid or to be paid to or securities issued or to be issued to sponsor
affiliates and promoters and the price paid. Please also provide a cross-reference to all
relevant sections in the prospectus for disclosures related to compensation,
highlighted by prominent type or in another manner, as required by Item 1602(a)(3) of
Regulation S-K.
Prospectus Summary
Business Strategy, page 2
5.Please expand your discussion of the manner in which you will identify and evaluate
potential business combination candidates to include disclosure of how significant
competition among other SPACs pursuing business combination transactions may
impact your ability to identify and evaluate a target company.
Other Acquisition Considerations, page 7
6.Please provide the basis for your statements here and throughout the prospectus that
you do not believe the fiduciary duties or contractual obligations of your sponsor,
officers, or directors would materially undermine your ability to complete your
business combination.
Sponsors Information, page 8
7.Please revise here and on page 104 to discuss the arrangements under which
independent directors will receive an indirect interest in founder shares through
membership interests in the sponsor, including the number of founder shares they will
indirectly own. Please also disclose any circumstances or arrangements under which
the SPAC sponsor, its affiliates, and promoters have or could indirectly transfer
ownership of securities of the SPAC, including by transferring membership interests
in the sponsor. Please see Item 1603(a)(6) of Regulation S-K.
8.Please revise the tables beginning on page 8 and 109 to disclose the lock-up
agreement with the underwriter. See Item 1603(a)(9) of Regulation S-K.
9.In the table of compensation and securities issued or to be issued, please include the
private placement equivalent units that may be issued to the sponsor, members of your
management team and affiliates upon conversion of up to $2,000,000 of loans at a
price of $10.00 per unit. See Item1602(b)(6) of Regulation S-K.
10.Please revise to disclose all persons or affiliated groups who have direct or indirect
material interests in the sponsor, as well as the nature and amount of their interests.
See Item 1603(a)(7) of Regulation S-K.
The Offering
Convertible Notes, page 17
Please revise to describe the factors you will consider when determining whether a
technical issue experienced by coinmarketcap.com has affected the accuracy of the 11.

January 24, 2025
Page 3
calculation of the 30-day VWAP and describe how you will determine the 30-day
VWAP if you do not utilize coinmarketcap.com.
12.We note your disclosure that you expect that the bitcoin proceeds from the issuance of
the Convertible Notes will be held by a third-party custodian. Please revise to identify
the custodian and the material terms of the custody agreement, including:
•the term and termination provisions;
•how the custodian stores your private keys, including the percentages that are held
in cold or hot storage and the geographic location of where they are stored;
•whether your crypto assets are commingled with the assets of other customers;
•who has access to the private key information;
•whether any entity is responsible for verifying the existence of your crypto assets;
and
•whether and to what extent the custodian carries insurance for any losses of the
crypto assets it holds for you.
13.Please disclose whether the Convertible Note Holders will pay the transfer costs
associated with transferring bitcoin.
14.Please disclose to what extent your insurance covers the loss of bitcoin or any other
crypto assets you may hold and revise your use of proceeds section on page 88 to
include the insurance costs. In this regard, we note your disclosure on page 17 that the
redemption price of the Convertible Notes is net of custody and insurance costs paid
in connection with holding the bitcoin.
Anticipated expenses and funding sources, page 23
15.Please revise this section or include a new section within the Summary under an
appropriate subcaption to provide a more comprehensive discussion regarding
whether you have any plans to seek additional financing and how such financings may
impact unaffiliated security holders, as required by Item1602(b)(5) of Regulation S-K.
In this regard, we note disclosure on page 99 that you may seek additional financings
in connection with meeting working capital needs in the search for the initial business
combination, for the completion of an initial business combination, or in connection
with the redemption of a significant number of your public shares. In this regard, we
note disclosure referencing possible equity, equity-linked securities, loans, advances,
forward purchase agreements and backstop arrangements. See Item 1602(b)(5) of
Regulation S-K.
Risk Factors, page 42
16.Please include risk factor disclosure that addresses the treatment of the custodied
crypto assets in the event of the insolvency or bankruptcy of the custodian and the risk
that the assets could become property of a bankruptcy estate and made available to
satisfy the claims of general unsecured creditors.

January 24, 2025
Page 4
We may have a limited ability to assess the management of a prospective target business...,
page 53
17.We note your sub-heading in this section that your “bitcoin corporate treasure strategy
will only be effected if a significant number of Convertible Note Holders elect not to
redeem their notes,” but were unable to locate related disclosure. Please revise to add
related risk factor discussions.
Risks Relating to our Sponsors and Management Team, page 58
18.We note the disclosure on page 11 that in order to facilitate your initial business
combination or for any other reason determined by your sponsors in their sole
discretion, your sponsors may surrender or forfeit, transfer or exchange your founder
shares, private placement units or any of your other securities, including for no
consideration, as well as subject any such securities to earn-outs or other restrictions,
or otherwise amend the terms of any such securities or enter into any other
arrangements with respect to any such securities. Please add risk factor disclosure
about risks that may arise from the sponsors having the ability to remove itself as your
sponsor before identifying a business combination, including through the
unconditional ability to transfer the founder shares or otherwise.
Risks Relating to Our Bitcoin Holdings, page 74
19.To the extent material to your company and the value of your assets, please include
separate risk factors that address the risks related to the bitcoin network, including the
risk of theft of private keys from hacking, the risk of a “51% attack” on the bitcoin
network and the risk that rewards from mining bitcoin are designed to decline over
time. In addition, please discuss to the extent material to the value of the bitcoin you
hold the risks that bitcoin trading platforms are not subject to regulation in a similar
manner as other regulated platforms, such as national securities exchanges or
designated contract markets, and discuss the risks of fraud, manipulation, front-
running, wash-trading, security failure or operational problems at bitcoin trading
platforms.
Sponsor Information, page 108
20.We note disclosure beginning on page 34 regarding limited payments that may be
made to insiders, including your sponsor, officers, directors and their affiliates. Please
revise your compensation table on page 109 to reference the potential payments that
may be made to your sponsor, its affiliates or promoters of finder's, advisory,
consulting or success fees for their services rendered prior to or in connection with the
completion of the initial business combination. Please also disclose the anti-dilution
adjustment of the founder shares in the table. See Items 1602(b)(6) and 1603(a)(6) of
Regulation S-K.

January 24, 2025
Page 5
Income Tax Considerations, page 175
21.We note your statement, on page 185, that “The U.S. federal income tax discussion set
forth above is included for general information only and may not be applicable
depending upon a holder’s particular situation. Holders are urged to consult their own
tax advisors....” Please remove or revise the general disclaimers regarding tax
consequences as investors are entitled to rely on your disclosure in the Registration
Statement.
General
22.We note disclosure throughout your filing discussing the issuance of convertible notes
for bitcoin. For example, on page 4, you state that you have not taken any steps to
secure third party financing beyond the convertible notes. On page 17 you disclose
that you intend to issue the convertible notes concurrent with the closing of your
offering. Lastly, on page 55 you state that you have no commitments as of the date of
this prospectus to issue any notes or other debt securities, aside from the convertible
notes. Please clarify the status of your convertible note issuance offering and the
nature of any commitments you have related to such offering. Additionally, please tell
us how you considered including the impact of the convertible note issuance within
your dilution tables pursuant to Items 1602(a)(4) and (c) of Regulation S-K. Please
also tell us what consideration you gave to providing pro forma financial information
depicting the issuance of the convertible notes in accordance with Rule 8-05 of
Regulation S-X.
23.We note that one of your calculations assumptions is that no ordinary shares and
convertible equity or debt securities are issued in connection with additional financing
in connection with an initial business combination. Please expand your disclosure to
highlight that you may need to do so as you intend to target an initial business
combination with a target company whose enterprise value is greater than you could
acquire with the net proceeds of the offering and the sale of private placement units,
as stated on page 99 of your prospectus.
24.Please disclose (i) how the fluctuation of the value of the Convertible Notes may
impact the anti-dilution rights of the holders of Class B ordinary shares, (ii) how often
and when the value of the Convertible Notes will be calculated to determine whether
the number of Class A ordinary shares issuable upon conversion of Class B ordinary
shares should be adjusted and (iii) the mechanics of how the value of the Convertible
Notes will be calculated in connection with determining the conversion ratio of the
Class B ordinary shares.
25.Please disclose the voting rights of the Convertible Note Holders, if any.  In addition,
please revise to disclose any limitations related to the transfer of Convertible Notes by
the Convertible Note Holders and the material terms of the Convertible Note Holders’
registration rights.
Please revise to disclose whether the term of the Convertible Notes may be extended.
In this regard, we note your disclosure that the completion window may be extended
to 36 months and that the bitcoin received from the issuance of the Convertible Notes
are an important element of your strategy to identify an acquisition target and one of
your competitive strengths. To the extent that the term of the Convertible Notes may 26.

January 24, 2025
Page 6
not be extended, please add a risk factor that addresses the risk of extending the
completion window beyond 24 months due to the expiration of the Convertible Notes.
27.Please disclose your policies related to forks, airdrops or any incidental rights you
may receive and how such airdrops or incidental rights may impact your company,
your shareholders or the Convertible Note Holders.
28.We note your disclosure on page 68 that in certain circumstances you may choose to
liquidate the bitcoin held by a third-party custodian and to hold the funds in cash.
Please revise to clarify whether there are situations outside the circumstances
described herein when you may choose to liquidate the bitcoin held by third-party
custodian.
29.Please revise to disclose your AML and KYC procedures in connection with any sales
or transfers of crypto assets and the risks of transacting with a sanctioned entity.
30.We note your disclosure that you “ expect the bitcoin proceeds from the issuance of the
Convertible Notes will be…used only in connection with either the redemption of the
Convertible Notes or the consummation of [your] initial business combination
(emphasis added )”. Please clarify whether there are other potential uses of the bitcoin
proceeds and if so, disclose the factors you will consider in connection with using the
bitcoin for other purposes and provide an example of other uses of the bitcoin
proceeds that you may consider.
31.Please revise to disclose the price (in dollars) of bitcoin as of the most recent
practicable date, and an estimate of the aggregate value of the proceeds (in dollars)
from the sale of the Convertible Notes. In addition, because a substantial percentage
of your assets will be invested in bitcoin, please include a brief description of the
bitcoin network and bitcoin.
            Please contact Babette Cooper at 202-551-3396 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters. Please
contact Pearlyne Paulemon at 202-551-8714 or Jeffrey Gabor at 202-551-2544 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Rahul Patel