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 May 9, 2025

Bracebridge H. Young, Jr.
Chief Executive Officer
BTC Development Corp.
2929 Arch Street, Suite 1703
Philadelphia, PA 19104

 Re: BTC Development Corp.
 Amendment No. 1 to
 Draft Registration Statement on Form S-1
 Submitted April 14, 2025
 CIK No. 0002042292
Dear Bracebridge H. Young Jr.:

 We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to
comments in
our January 24, 2025 letter.

Amendment No.1 to Draft Registration Statement on Form S-1
Cover Page

1. We note that you have not initiated any substantive discussions,
directly or indirectly,
 with any business combination target. Please revise your disclosure to
state, if true,
 that there have been no communications or discussions between any of
your officers,
 directors, or sponsors and any of their potential contacts or
relationships regarding a
 potential initial business combination, consistent with the disclosure
on page 121.
2. We note disclosures on page 105 and elsewhere that if you increase or
decrease the
 size of the offering, with respect to your Class B ordinary shares
immediately prior to
 May 9, 2025
Page 2

 the consummation of this offering in such amount as to maintain the
number of
 founder shares at 25% of our issued and outstanding ordinary shares upon
the
 consummation of this offering and the private placement (and assuming the
 conversion of all of the Convertible Notes into 10,000,000 Class A
ordinary
 shares). Please discuss these provisions on the cover page and in the
discussions of
 securities that may become issuable to the sponsor in the sections
entitled "Sponsor
 Information" on pages 11 and 116.
3. We acknowledge your response and revisions to prior comment 4. When
discussing
 the amount of compensation received or to be received, as required by
Item
 1602(a)(3) of Regulation S-K, please revise to provide cross-references
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.
4. We note the disclosure in paragraph 7 and elsewhere that the proceeds
from the BTC
 Placement offering, which includes BTC Placement Warrants, will not be
held in the
 trust account. However, Nasdaq Rule IM-5101-2(a) states that [a]t
least 90% of the
 gross proceeds from the initial public offering and any concurrent sale
by the
 company of equity securities must be deposited in a trust account .
Please provide
 us with an analysis explaining how the treatment of the proceeds complies
with
 Nasdaq Rule IM-5101-2(a).
Summary, page 1

5. Refer to your response to prior comment 2. Please revise the cover page
to provide a
 calculation of the number of Class A common stock that may be issued in
connection
 with the Convertible Notes and discuss the risk of dilution to the public
shareholders
 as a result of the BTC Placement.
Summary
The BTC Placement, page 4

6. Refer to your response to prior comment 12. Please revise your disclosure
on page 5
 to disclose the term of the custody agreement and file the agreement as
an exhibit to
 your registration statement. In addition, please revise to disclose the
percentage of
 your private keys that will be held in cold storage and the geographic
location of
 where they will be held. In this regard, we note your disclosure that the
private keys
 are stored in secure physical data centers, but you do not identify the
geographic
 location of such data centers. Also revise your disclosure here to
clarify the insurance
 your custodian holds that covers losses of your crypto assets and the
degree to which
 it covers such losses.
7. We note your response to prior comment 13. Please revise to disclose
whether the
 Convertible Note Holders will pay the transfer costs associated with
transferring
 bitcoin in connection with redemption if the company has not completed
its initial
 business combination within 24 months or in connection with redemption at
the
 election of the Convertible Note Holder in connection with the closing of
the initial
 business combination.
 May 9, 2025
Page 3
8. We note your response to comment 14 that you do not carry insurance
policies
 covering your bitcoin assets. However, on your cover page and
throughout, you state
 that BTC Investors may redeem their Convertible Notes net of custody and
 insurance
 costs paid by the company. Please revise for clarity and consistency.
Sponsor Information, page 11

9. We acknowledge your response and revisions to prior comment 7. Please
revise here
 and on page 116 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 see
 Item 1603(a)(6) of Regulation S-K.
10. We acknowledge your response and revisions to prior comment 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 21

11. Refer to your response to prior comment 11. Please disclose your
policies related to
 how you determine the 30-day VWAP in connection with determining the
Bitcoin
 Value if the information from coinmarketcap.com is unavailable.
Risk Factors, page 46

12. Refer to your response to comment 17. We note your disclosure on page
108 that
 [t]he sponsors intend to work with the target business to adopt a
dedicated bitcoin
 treasury reserve strategy, engage in opportunistic financing
arrangements to grow the
 target business bitcoin treasury, add or enhance bitcoin technology
capabilities to
 improve the target business existing operations, acquire
bitcoin-linked assets and
 businesses that may be complementary to the target business, and other
similar
 activities. Please tell us why you do not believe that the redemption
of a significant
 number of Convertible Note Holders is a material risk for your company.
Risk Factors
Risks Relating to Our Securities
To mitigate the risk that we might be deemed . . ., page 72

13. Refer to your response to prior comment 29. Please identify the third
party provider
 who will facilitate KYC/AML review of the BTC Investors and disclose its
KYC and
 AML procedures in connection with any sales or transfers of crypto
assets and the risk
 of transacting with a sanctioned entity.
Risk Factors
Risks Relating to Our Bitcoin Holdings, page 78

14. We note your response to prior comment 19. Please revise to include
sperate risk
 factors or subheadings that address the risks related to front-running,
wash-trading and
 security failure or operational problems at bitcoin trading platforms.
 May 9, 2025
Page 4

Dilution, page 98

15. Within the first paragraph you indicate such calculation does not
reflect any dilution
 associated with the bitcoin proceeds of the BTC Placement or the
conversion of the
 Convertible Notes. However, the second paragraph states the opposite,
and the
 illustrative tables appears to reflect the impact of the bitcoin
proceeds and the
 conversion. Please clarify or revise your disclosures accordingly.
16. Reference is made to your illustrative denominator calculation on page
100. As a part
 of that calculation, you have included estimated shares upon Bitcoin
note
 conversion. Given the timing of the BTC Placement occurring upon the
closing of
 your offering, please clarify your basis for determining that the
Bitcoin note
 conversion represents a material probable transaction to be reflected
within your
 dilution table consistent with guidance outlined in Item 1602(a)(4) of
Regulation S-K.
Capitalization, page 101

17. We note you have reflected Convertible note - estimated value of Bitcoin
within your
 "As Adjusted" Capitalization table. Please clarify your basis for its
inclusion and/or
 revise accordingly.
General

18. We have considered your response to comment 22. In your response, you
state that at
 this time there are no commitments related to the BTC Placement;
however, the BTC
 Placement will occur upon the closing of your offering. Please clarify
the substance of
 any previous or ongoing discussions with prospective institutional
investors and the
 nature and outcomes of such discussions. In addition, revise the
disclosures
 throughout your filing to ensure discussions of the BTC Placement are
consistent and
 representative of the fact that it will occur upon the closing of your
offering and clear
 as to the nature of the commitment such investors are making (e.g.,
firm, best efforts,
 all or nothing, etc). In this regard, we note some inconsistencies
within your
 disclosures. For example, throughout your filing you utilize the phrase
"intend",
 which appears to give the impression that the BTC Placement is planned
or expected,
 but not certain to occur.
19. Please tell us what consideration was given to providing pro-forma
financial
 information depicting the issuance of the convertible notes in
accordance with Rule 8-
 05 of Regulation S-X, including your consideration of Rule 11-01(a)(8)
of Regulation
 S-X.
20. Further to our above comment, if you determined pro-forma financial
information is
 required, please provide us with your analysis of the proposed
accounting treatment
 you intend to apply for the issuance of convertible notes and warrants
to purchase
 Class A ordinary shares for bitcoin proceeds. Your analysis should
include, but not be
 limited to, your evaluation of the applicability of ASC 815 to your
obligation to return
 the bitcoin and the embedded conversion option. Your response should
reference any
 relevant accounting literature you will be relying upon and discuss how
the terms and
 conditions of the convertible notes and warrants impact your accounting
analysis,
 including the accounting for interest expense given the notes are
non-interest
 May 9, 2025
Page 5

 bearing. In addition, please also provide your analysis as to whether you
will have
 obtained control of the bitcoin proceeds received and provide references
to any related
 agreements regarding any potential restrictions given your disclosure on
page 27 that
 you expect the bitcoin proceeds will be held by a third-party custodian
and used only
 in connection with the consummation of the initial Business Combination.
21. Refer to your response to prior comment 25. Please revise to disclose
whether there
 are any restrictions related to the transfer of Convertible Notes by the
Convertible
 Note Holders. In addition, please disclose the material terms of the
Convertible Note
 Holders registration rights.
 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
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