FIRST AMENDMENT TO UNDERWRITING AGREEMENT
Exhibit 99.1
FIRST AMENDMENT TO
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., xxx.xxxxxxxx.xxx) 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/ Xxxxxxx Xxxx | |
| Name: | Xxxxxxx Xxxx | |
| Title: | Chief Executive Officer | |
Confirmed and accepted as of the date first above written:
AEGIS CAPITAL CORP.
| By: | /s/ Xxxxxx Xxxx | |
| Name: | Xxxxxx Xxxx | |
| Title: | Chief Executive Officer |
2
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 |
3
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 | |||||||||
4
