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 August 14, 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. 2 to
 Draft Registration Statement on Form S-1
 Submitted August 4, 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 and non-public draft submissions 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 May 9, 2025 letter.

Amendment No.2 to Draft Registration Statement on Form S-1
Cover Page

1. Please disclose on the cover page the approximate price per share which
the sponsor
 paid for the founder shares.
2. We acknowledge your response to prior comment 3. Please revise to
provide a cross-
 references to all relevant sections in the prospectus for related
compensation
 disclosures, highlighted by prominent type or in another manner. See
Item 1602(a)(3)
 of Regulation S-K.
 August 14, 2025
Page 2

Sponsor Information, page 10

3. We acknowledge your response to prior comment 2. We note your disclosure
on the
 cover page and elsewhere that if you increase or decrease the size of the
offering, you
 will effect a capitalization or a share repurchase or redemption or other
appropriate
 mechanism, as applicable, with respect to your Class B ordinary shares in
such
 amount as to maintain the ownership of founder shares at 25% of the
aggregate of
 your founder shares, the placement shares and your issued and outstanding
public
 shares after this offering and the private placement. Please discuss
these
 provisions and whether they may result in a material dilution of the
purchasers' equity
 interests in the discussions of securities that may become issuable to
the sponsor in the
 section entitled "Sponsor Information" here and on page 112.
Underwriting, page 190

4. Please revise the underwriter's compensation table to include the private
placement
 units. In this regard, we note on page 191 that FINRA has deemed the
placement
 warrants as compensation. Please refer to Item 508(e) of Regulation S-K.
 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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