BTC Digital Ltd. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 11, 2024 (
(Exact name of Company as specified in its charter)
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Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed in its current report on Form 6-K dated December 22, 2021, Meten Holding Group Ltd. (now known as BTC Digital Ltd.) (the “Company”) entered into a joint venture agreement (the “Joint Venture Agreement”) with four individuals, pursuant to which all parties agreed to form a joint venture for the purpose of engaging in the business of researching, developing, manufacturing and selling cryptocurrency mining machines (the “Joint Venture”). The Company, through its wholly owned subsidiary, Met Chain Investment Holding Company Ltd., held 24.3% of the equity interests in the Joint Venture.
On September 6, 2024, the Company entered into an equity transfer agreement with each of the four other equity holders of the Joint Venture. Based on the terms of the equity transfer agreement, a copy of which is attached hereto as exhibit 10.1, the Company will acquire a total of 5.23% of the equity interests in the Joint Venture from the four equity holders, through Met Chain Investment Holding Company Ltd., in consideration for such number of ordinary shares of the Company, par value $0.06 per share (the “ordinary shares”), valued at US$1,050,400 (the “Total Consideration”). According to the equity transfer agreement, the number of ordinary shares to be issued to the four equity holders shall be equal to the Total Consideration divided by the average trading price of the ordinary shares 90 trading days prior to the closing date of the transaction contemplated by the agreement. The full terms and conditions of the transaction are disclosed in Exhibit 10.1 of this report.
Item 9.01 Financial Statement and Exhibits.
| Exhibit No. | Description | |
| 10.1 | Equity Transfer Agreement dated September 6, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BTC Digital Ltd. | ||
| Date: September 11, 2024 | By: | /s/ Siguang Peng |
| Siguang Peng | ||
| Chief Executive Officer | ||
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