UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
March 12, 2024 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
|
Tagen Knowledge & Innovation Center People’s Republic of |
||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number including area
code:
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The |
Item 1.01. Entry into a Material Definitive Agreement.
On March 9, 2024, and Meten Service USA Corp. (“Meten”), a wholly owned subsidiary of BTC Digital Ltd. (the “Company”), entered into an acquisition and purchase agreement (the “Acquisition Agreement”) with Alpha Plotter, LLC (the “Seller”) to acquire the Seller’s BTC mining facility under construction in North Carolina (the “Facility”). The Facility will have an electrical load of 10MW for long-term deployment and operation of BTC mining machines. The total purchase consideration is $3.4 million or equivalent, including $400,000 equivalent of the Company’s ordinary shares valued at the average closing price on the five trading days preceding the execution date of the Acquisition Agreement. The delivery of the Facility is scheduled on or before May 31, 2024. In addition to the delivery of the Facility, the closing of the transaction contemplated in the Acquisition Agreement is also conditioned upon Meten entering into certain power supply agreement and lease agreement associated with the Facility to replace the Seller as a party to such agreements.
The Seller’s obligations under the Acquisition Agreement are to be secured pursuant to a security agreement (the “Security Agreement”), dated March 9, 2024, by and between Meten and the Seller, by a security interest in certain tangible personal assets of the Seller.
The above summary of the Acquisition Agreement and the Security Agreement does not purport to be a complete discussion of the agreement between Meten and the Seller, and is qualified in its entirety by reference to the complete text of the Acquisition Agreement and the Security Agreement (with certain confidential terms redacted, as indicated thereon) filed as Exhibits 10.1 and 10.2 respectively to this current report on Form 8-K filed with the SEC and incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 10.1 | Acquisition and Purchase Agreement, dated March 9, 2024, by and between Meten and Alpha Plotter, LLC. | |
| 10.2 | Security Agreement, dated March 9, 2024, by and between Meten and Alpha Plotter, LLC. | |
| 99.1 | Press Release dated March 12, 2024 issued by the Company. | |
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) |
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BTC Digital Ltd. | ||
| Dated: March 12, 2024 | By: | /s/ Siguang Peng |
| Name: | Siguang Peng | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
Pursuant to Item 601(b)(10)(iv) of Regulation S-K of the Securities Act of 1933, as amended, certain information has been excluded from this Exhibit 10.1 by removing the excluded text and inserting “[****]” in its place. Such information has been excluded from this Exhibit 10.1 because the registrant customarily and actually treats such information as private or confidential, and it is (i) not material and (ii) would cause competitive harm to the registrant if it was publicly disclosed.
Acquisition and Purchase Agreement
This Agreement (“Agreement”) is made on March 9, 2024, by ALPHA PLOTTER, LLC, a California limited liability company (“Seller”), and METEN SERVICE USA CORP (“Buyer”) concerning the acquisition of certain equipment and goodwill located at [****].
The purpose of this contract signed by both parties is to ensure that the Buyer acquires a BTC mining facility under construction by the Seller, which is about to be put into normal operation on schedule with an electrical load of [****], for the long-term deployment and operation of BTC mining machines. The completion and commissioning of the mining facility are in accordance with the contractually agreed deadlines and relevant technical conditions; the construction and operation of the mining facility comply with local laws and regulations and have obtained the approval and qualification requirements of the relevant government departments; the electricity supply, land, and above-ground building leases, and other legal relations and corresponding contracts involved in the construction and operation of the mine can ensure or achieve the conditions for normal long-term deployment and operation.
Therefore, considering the mutual promises, contracts, and conditions contained herein, the parties agree as follows:
I. About the Acquisition Subject
(A) Regarding Assets
The Seller agrees to sell, transfer, and assign to the Buyer, and the Buyer agrees to purchase from the Seller, all specialized equipment and goodwill established on the premises for operating a cryptocurrency mining business, including but not limited to (Exhibit3-List of Acquisition Assets and delivery check list):
[****] transformers [****].(Alpha Plotter LLC will provide addition 6 months warranty(part and labor) from acceptance date)
[****] distribution panels. (Alpha Plotter LLC will provide addition 6 months warranty (part and labor)from acceptance date)
[****] mining containers equipped with Power Distribution Units (PDUs) and internet connections.
[****] feet of copper wire.
Internet access equipment.
Security cameras and recording equipment.
[****] industrial exhaust fans.
[****] wooden frame water curtains.
Other accessories as per the actual situation of the premises.
Tenant improvements made by the Seller inside the building, such as electrical connections and office area renovations, and all design and construction permits obtained from the city.
The Seller shall ensure that the transformers, mining containers, and other related facilities and materials delivered in the acquisition are intact and in a usable condition.
Relevant purchase invoices must be provided for the above equipment, facilities, and materials.
The above equipment, facilities, and materials should be registered, detailing the manufacturer or seller, manufacturing or sale date, main technical parameters, user manuals, maintenance terms, insurance situation, etc.
The Seller declares and guarantees to the Buyer that the Seller has good and marketable title to the assets, free of any liens, charges, and encumbrances. The above assets have not been used, and the mine formed by such assets does not have any deployed and operational mining machines.
(B) Regarding Power Supply
The Seller shall ensure the provision of all electricity supply contracts and other related documents signed with the power supplier.
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The Seller shall ensure that the Buyer signs a [****] electricity supply contract and related documents with its power supplier, which shall not be more stringent than the original contract text signed by the Seller. The Seller shall terminate the original contract with the power supplier for the [****] electricity supply.
Or: At the same time as the transaction contemplated by this Agreement is completed, the Seller shall transfer to the Buyer all rights, title, interests, and obligations in the power purchase agreement, and the Buyer shall accept such transfer and assume all obligations of the Seller under the power purchase agreement from the delivery date onwards. A true and correct copy of the PPA is attached hereto as “Exhibit1-PPA from Greenville Utility.”
(C) Regarding Leasing
The Seller leases the premises from WELLSPRING PROPERTIES, LLC, a [****] limited liability company (“Landlord”), pursuant to a lease agreement dated September 23, 2021 (“Lease” or “Original Lease”), more specifically described in “Exhibit2-1512 Hooker Rd Lease agreement” attached to the Lease Agreement.
The Seller shall ensure the provision of all lease contracts and other related documents signed with the land and above-ground building owners.
The Seller shall ensure that the Buyer signs a lease contract with its landlord, and the landlord agrees that the Seller can sublease the premises to the Buyer during the contract term of the Original Lease.
(D) Regarding Construction and Acceptance Deadline
Both parties confirm that the construction completion and acceptance delivery deadline shall not be later than May 31, 2024, i.e., the Seller shall complete the construction, acceptance delivery, and reach operational deployment status by May 31, 2024.
II. Regarding Payment of Consideration
(A) The total consideration for this acquisition is USD3,400,000.00 or equivalent, of which [****] USD400,000.00 of stock of Buyer’s parent company BTC Digital Ltd. (NASDAQ: BTCT) valued at the average closing price on the ten trading days preceding the execution date of this Agreement.
(B) A contract deposit of [****] shall be paid within 5 working days after signing the acquisition agreement, [****]).
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The deposit is part of the consideration. Except as otherwise provided in this Agreement, if the Buyer terminates this Agreement under any termination right expressly provided for in this Agreement, the deposit shall be fully refunded to the Buyer;
Buyer’s breach: If the Buyer breaches, the deposit shall be forfeited to the Seller as liquidated damages.
Seller’s breach: If the Seller fails to perform its obligations under this Agreement as agreed, the deposit shall be refunded to the Buyer plus an amount equal to the deposit or the maximum amount permitted by law as liquidated damages to the Buyer. In no event should the liquidated damage exceed the amount of the deposit.
After forfeiture of the deposit or the payment of the liquidated damage, the Parties shall have no further rights or obligations under this Agreement.
(C) After the completion of the mining facility construction and acceptance (“Exhibit4-Completion and Acceptance check list”,), the electricity supply contract, land and real estate sub-lease contract are signed and effective by the Buyer, the acquisition contract officially takes effect within 10 working days after paying [****], and simultaneously initiating the stock issuance to the other party. The part of BTCT stock issued to the Seller is valued at USD400,000.00, intended to be issued at the average closing price of the stock ten trading days prior to the effective date of the acquisition contract. The issued stock will be locked in a period of 6 months, after which the other party can dispose of it freely.
(D) The remaining consideration of [****] in cash shall be paid within 6 months after the acceptance is qualified, i.e., [****] at the last day of each month.
(E) All applicable taxes, duties, and transaction fees related to the acquisition shall be borne by the Seller and Buyer respectively unless otherwise agreed in writing.
III. About Delivery of the Subject Matter
After signing the acquisition contract and the Buyer paying [****] contract deposit, the registered equipment, facilities, materials, etc., shall be under joint supervision of both parties, and neither party may use or store them in an unreasonable manner.
After the acquisition contract officially takes effect and the electricity supply contract, land and real estate sub-lease contract are signed and effective by the Buyer, and the Buyer has paid [****], the acquisition subject matter shall be officially delivered to the Buyer for use and disposal.
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IV. Effectiveness and Termination of the Acquisition Contract
(A) The conditions for the effectiveness of the acquisition contract are:
The mine construction is completed and accepted (written confirmation);
The electricity supply contract is signed and effective by the Buyer, and the rights and obligations related to the land and real estate lease are officially subleased to the Buyer.
The acquisition contract officially takes effect upon the fulfillment of the above conditions.
(B) Termination:
If Seller fails to complete the construction on time or fails to pass the acceptance or fails to obtain the approval and qualification requirements of the relevant government departments, the Buyer has the right to terminate the acquisition contract and demand the Seller to return the deposit plus an amount equal to the deposit as liquidated damages to the Buyer or the maximum amount permitted by law . In no event should the liquidated damage exceed the amount of the deposit. Upon termination, the Parties shall have no further rights or obligations under this Agreement. The obligations and responsibilities stipulated in the electricity contract, land and real estate lease contract or other documents signed and effective by the Buyer shall be borne by the other party.
V. Guarantee of Contract Performance
To ensure the smooth performance of this contract, the Seller provides a pledge of transformers and switch cabinets that are part of this contract and have been deployed and operational to the Buyer. The pledge shall be separately registered and confirmed by both parties. If the Buyer terminates the contract and demands the return of the deposit, the Seller breaches the contract and needs to compensate the Buyer, or a third-party claim against the Buyer due to the acquisition, the Buyer shall liquidate the above-mentioned pledged property for priority compensation. The guarantee period of the pledge is one year after the acquisition contract officially takes effect, covering but not limited to the claims, claims for rights, costs of realizing the principal claim, etc., arising from the acquisition.
VI. Confidentiality Clause
All information related to this Agreement, as well as all information related or derived from the products provided by the parties under this Agreement, whether in oral or written form, or in drawings, computer programs, or other forms, and all data derived therefrom (“Confidential Information”), shall be considered confidential and therefore shall not be disclosed to any unauthorized person. The Parties promise and agree to take all reasonable and feasible steps to ensure and protect the confidentiality of Confidential Information, which cannot be transmitted, sold, traded, published, or disclosed to any unauthorized person.
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VII. Force Majeure
Force majeure refers to objective circumstances that could not be foreseen, avoided, or overcome at the time of the contract’s conclusion. In the event of force majeure, the party affected by the force majeure shall promptly notify the other party in writing and provide the other party with sufficient evidence of the occurrence and duration of the force majeure within the following 7 working days. The parties shall immediately consult to seek a reasonable solution and strive to minimize the losses caused by force majeure.
VIII. Dispute Resolution
(A) Applicable Law:
This Agreement is made under and shall be governed by and construed in accordance with the laws of the State of [****], without regard to its conflict of laws rules.
The Parties agree to submit to the exclusive jurisdiction of the state and federal courts in the State of [****]and County of [****]and waive any jurisdictional, venue, or inconvenient forum objections to such courts.
(B) Related Costs: If any litigation or dispute arising from or related to this contract occurs, the winning party in such litigation or dispute has the right to recover all reasonable costs incurred, including but not limited to litigation fees and reasonable attorney’s fees, as well as any other relief the winning party may be entitled to.
(C) Compensation:
Taking the effectiveness of this contract and the completion of the official delivery as the time point, all losses, liabilities, damages, claims, fines, penalties, costs, and expenses caused or related to the Seller’s operation of cryptocurrency mining and related business at the premises before this time point shall be borne by the Seller. If the Buyer fails to pay the corresponding consideration on time at the time of official delivery, the Buyer shall pay liquidated damages to the Seller at a daily interest rate of 0.03% of the overdue amount for a delay of up to 10 working days (inclusive); if the delay exceeds 10 working days, the Seller has the right to demand compensation from the Buyer for all losses and reclaim the transfer contract rights and property ownership of the premises;
After this time point, all losses, liabilities, damages, claims, fines, penalties, costs, and expenses caused or related to the Buyer’s operation of cryptocurrency mining and related business at the premises shall be borne by the Buyer. The situation where the Seller intentionally conceals the truth causing the Buyer to bear losses, liabilities, damages, claims, fines, penalties, etc., after the effectiveness of this contract and the completion of the official delivery is excluded from this clause, limited to one year.
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IX. Miscellaneous
For matters not covered in this contract, the parties shall negotiate separately and sign a supplementary agreement. This Agreement is made in two copies, each party holding one copy, both of which shall have the same legal effect.
The agreement has been made English. The English version shall prevail in case of any discrepancy or inconsistency between the English version and its Chinese translation.
The following is the signature page!
| Seller: | ALPHA PLOTTER, LLC | |
| /s/ Bo Tian | ||
| Name: | Bo Tian | |
| Title: | General Manager | |
| Date: | 3/9/2024 | |
| Buyer: | METEN SERVICE USA CORP. | |
| /s/ Jun He | ||
| Name: | Jun Je | |
| Title: | CEO | |
| Date: | 3/8/2024 | |
| BTC Digital Ltd. (only to Section II(A)) | ||
| /s/ Siguang Peng | ||
| Name: | Siguang Peng | |
| Title: | CEO | |
| Date: | 3/8/2024 | |
The attachments to this contract include “Exhibit1-PPA from Greenville utility”,“Exhibit2-1512 Hooker Rd Lease agreement”,“Exhibit3-List of Acquisition Assets and delivery check list”, “Exhibit4-Completion and Acceptance check list”, and “Exhibit5-Pledge List”.
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Exhibit 10.2
Pursuant to Item 601(b)(10)(iv) of Regulation S-K of the Securities Act of 1933, as amended, certain information has been excluded from this Exhibit 10.1 by removing the excluded text and inserting “[****]” in its place. Such information has been excluded from this Exhibit 10.2 because the registrant customarily and actually treats such information as private or confidential, and it is (i) not material and (ii) would cause competitive harm to the registrant if it was publicly disclosed.
SECURITY AGREEMENT
THIS SECURITY AGREEMENT (this “Agreement”), dated as of this ____9th___ day of __March,2024____, is made by and between ALPHA PLOTTER, LLC, a California limited liability company (the “Pledgor”), and METEN SERVICE USA CORP., a [****] company (the “Secured Party”), with an address at [****].
Under the terms hereof, the Secured Party desires to obtain and the Pledgor desires to grant the Secured Party security for all of the Obligations (as hereinafter defined).
NOW, THEREFORE, the Pledgor and the Secured Party, intending to be legally bound, hereby agree as follows:
1. Definitions.
(a) “Collateral” shall include the Pledgor’s tangible property, fixtures, leasehold improvements, trade fixtures, equipment and other property located at [****] which described on Exhibit A attached hereto and made a part hereof (the “Pledged Property”); all general intangibles relating to or arising from the Pledged Property, all cash and non-cash proceeds (including insurance proceeds) of the Pledged Property, all products thereof and all additions and accessions thereto, substitutions therefor and replacements thereof.
(b) “Acquisition Agreement” means that certain acquisition and purchase agreement, dated as of the date hereof, made between Pledgor and Secured Party.
(c) “Obligations” shall include all debts, liabilities, obligations, covenants and duties owing from the Pledgor to the Secured Party of any kind or nature, present or future (including any interest accruing thereon after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Pledgor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether evidenced by or arising under the Acquisition Agreement or this Agreement or, whether absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, and all costs and expenses of the Secured Party incurred in the enforcement, collection or otherwise in connection with any of the foregoing, including reasonable attorneys’ fees and expenses.
(d) “UCC” means the Uniform Commercial Code, as adopted and enacted and as in effect from time to time in the State of North Carolina. Terms used herein which are defined in the UCC and not otherwise defined herein shall have the respective meanings ascribed to such terms in the UCC.
2. Grant of Security Interest. To secure the Obligations, the Pledgor, as Pledgor, hereby assigns and grants to the Secured Party, as secured party, a continuing lien on and security interest in the Collateral.
3. Change in Name or Locations. The Pledgor hereby agrees that if the location of the Collateral changes from the locations listed on Exhibit A hereto and made part hereof, or if the Pledgor changes its name or form or jurisdiction of organization, or establishes a name in which it may do business, the Pledgor will immediately notify the Secured Party in writing of the additions or changes. The Pledgor’s chief executive office is listed in the Notice section below.
4. Representations and Warranties. The Pledgor represents, warrants and covenants to the Secured Party that: (a) the Pledgor has good, marketable and indefeasible title to the Collateral, has not made any prior sale, pledge, encumbrance, assignment or other disposition of any of the Collateral, and the Collateral is free from all encumbrances and rights of setoff of any kind except the lien in favor of the Secured Party created by this Agreement; (b) except as herein provided, the Pledgor will not hereafter without the Secured Party’s prior written consent sell, pledge, encumber, assign or otherwise dispose of any of the Collateral or permit any right of setoff, lien or security interest to exist thereon except to the Secured Party; and (c) the Pledgor will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein.
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5. Pledgor’s Covenants. The Pledgor covenants that it shall:
(a) from time to time and at all reasonable times allow the Secured Party, by or through any of its officers, agents, attorneys, or accountants, to examine or inspect the Collateral, and obtain valuations and audits of the Collateral, wherever located. The Pledgor shall do, obtain, make, execute and deliver all such additional and further acts, things, deeds, assurances and instruments as the Secured Party may require to vest in and assure to the Secured Party its rights hereunder and in or to the Collateral, and the proceeds thereof, including waivers from landlords, warehousemen and mortgagees;
(b) If any of the Collateral is, at any time, in the possession of a bailee, Pledgor shall promptly notify Secured Party thereof and, if requested by Secured Party, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to Secured Party, that the bailee holds such Collateral for the benefit of Secured Party and shall act upon the instructions of Secured Party, without the further consent of Pledgor.
6. Negative Pledge; No Transfer. The Pledgor will not sell or offer to sell or otherwise transfer or grant or allow the imposition of a lien or security interest upon the Collateral or use any portion thereof in any manner inconsistent with this Agreement or with the terms and conditions of any policy of insurance thereon.
7. Further Assurances. Pledgor hereby irrevocably authorizes Secured Party at any time and from time to time to file in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of Pledgor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the North Carolina Uniform Commercial Code or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by Article 9 of the North Carolina Uniform Commercial Code for the sufficiency or filing office acceptance of any financing statement or amendment, including, but not limited to (i) whether Pledgor is an organization, the type of organization and (ii) any organization identification number issued to Pledgor. Pledgor agrees to furnish any such information to Secured Party promptly upon request. Pledgor also ratifies its authorization for Secured Party to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
8. Events of Default. The Pledgor shall, at the Secured Party’s option, be in default under this Agreement upon the happening of any of the following events or conditions (each, an “Event of Default”): (a) the failure to complete and deliver the construction by May 31, 2024 under the Acquisition Agreement; (b) the failure by the Pledgor to return the deposit to Secured Party pursuant to the Acquisition Agreement; (c) the failure by the Pledgor to perform any of its other Obligations under the Acquisition Agreement or this Agreement within ten (10) days of notice from Secured Party of the same; (d) falsity, inaccuracy or material breach by the Pledgor of any written warranty, representation or statement made or furnished to the Secured Party by or on behalf of the Pledgor; (e) an uninsured material loss, theft, damage, or destruction to any of the Collateral, or the entry of any judgment against the Pledgor or any lien against or the making of any levy, seizure or attachment of or on the Collateral; (f) the failure of the Secured Party to have a perfected first priority security interest in the Collateral; or (g) any indication or evidence received by the Secured Party that the Pledgor may have directly or indirectly been engaged in any type of activity which, in the Secured Party’s discretion, might result in the forfeiture of any property of the Pledgor to any governmental entity, federal, state or local.
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9. Remedies. Upon the occurrence of any such Event of Default and at any time thereafter, the Secured Party may declare all Obligations secured hereby immediately due and payable and shall have, in addition to any remedies provided herein or by any applicable law or in equity, all the remedies of a secured party under the UCC. The Secured Party’s remedies include, but are not limited to, to the extent permitted by law, the right to (a) peaceably by its own means or with judicial assistance enter the Pledgor’s premises and take possession of the Collateral with prior notice to the Pledgor or the opportunity for a hearing, (b) render the Collateral unusable, (c) dispose of the Collateral on the Pledgor’s premises, and (d) require the Pledgor to assemble the Collateral and make it available to the Secured Party at a place designated by the Secured Party. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Secured Party will give the Pledgor reasonable notice of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made. The requirements of commercially reasonable notice shall be met if such notice is sent to the Pledgor at least five (5) days before the time of the intended sale or disposition. Expenses of retaking, holding, preparing for sale, selling or the like shall include the Secured Party’s reasonable attorney’s fees and legal expenses, incurred or expended by the Secured Party to enforce any payment due it under this Agreement either as against the Pledgor, or in the prosecution or defense of any action, or concerning any matter growing out of or connection with the subject matter of this Agreement and the Collateral pledged hereunder. The Pledgor waives all relief from all appraisement or exemption laws now in force or hereafter enacted.
10. Payment of Expenses. At its option, the Secured Party may, but is not required to: discharge taxes, liens, security interests or such other encumbrances as may attach to the Collateral; pay for required insurance on the Collateral; and pay for the maintenance, appraisal or reappraisal, and preservation of the Collateral, as determined by the Secured Party to be necessary. The Pledgor will reimburse the Secured Party on demand for any payment so made or any expense incurred by the Secured Party pursuant to the foregoing authorization, and the Collateral also will secure any advances or payments so made or expenses so incurred by the Secured Party.
11. Notices. All notices, demands, requests, consents, approvals and other communications required or permitted hereunder must be in writing and will be effective upon receipt. Such notices and other communications may be hand-delivered, sent by facsimile transmission with confirmation of delivery and a copy sent by first-class mail, or sent by nationally recognized overnight courier service, to a party’s address set forth above or to such other address as any party may give to the other in writing for such purpose.
12. Preservation of Rights. No delay or omission on the Secured Party’s part to exercise any right or power arising hereunder will impair any such right or power or be considered a waiver of any such right or power, nor will the Secured Party’s action or inaction impair any such right or power. The Secured Party’s rights and remedies hereunder are cumulative and not exclusive of any other rights or remedies which the Secured Party may have under other agreements, at law or in equity.
13. Illegality. In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
14. Changes in Writing. No modification, amendment or waiver of any provision of this Agreement nor consent to any departure by the Pledgor therefrom will be effective unless made in a writing signed by the Secured Party, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Pledgor in any case will entitle the Pledgor to any other or further notice or demand in the same, similar or other circumstance.
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15. Entire Agreement. This Agreement (including the documents and instruments referred to herein) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.
16. Counterparts. This Agreement may be signed in any number of counterpart copies and by the parties hereto on separate counterparts, but all such copies shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart. Any party so executing this Agreement by facsimile transmission shall promptly deliver a manually executed counterpart, provided that any failure to do so shall not affect the validity of the counterpart executed by facsimile transmission.
17. Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the Pledgor and the Secured Party and their respective heirs, executors, administrators, successors and assigns; provided, however, that the Pledgor may not assign this Agreement in whole or in part without the Secured Party’s prior written consent and the Secured Party at any time may assign this Agreement in whole or in part.
18. Interpretation. In this Agreement, unless the Secured Party and the Pledgor otherwise agree in writing, the singular includes the plural and the plural the singular; words importing any gender include the other genders; references to statutes are to be construed as including all statutory provisions consolidating, amending or replacing the statute referred to; the word “or” shall be deemed to include “and/or”, the words “including”, “includes” and “include” shall be deemed to be followed by the words “without limitation”; references to articles, sections (or subdivisions of sections) or exhibits are to those of this Agreement unless otherwise indicated. Section headings in this Agreement are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. If this Agreement is executed by more than one Pledgor, the obligations of such persons or entities will be joint and several.
19. Governing Law and Jurisdiction. This Agreement has been delivered to and accepted by the Secured Party and will be deemed to be made in the State of [****]. This Agreement will be interpreted and the rights and liabilities of the parties hereto determined in accordance with the laws of the State OF [****], except that the laws of the State where any Collateral is located, if different, shall govern the creation, perfection and foreclosure of the liens created hereunder on such property or any interest therein. The Pledgor hereby irrevocably consents to the exclusive jurisdiction of any state or federal court in the State of North Carolina; provided that nothing contained in this Agreement will prevent the Secured Party from bringing any action, enforcing any award or judgment or exercising any rights against the Pledgor individually, against any security or against any property of the Pledgor within any other county, state or other foreign or domestic jurisdiction. The Secured Party and the Pledgor agree that the venue provided above is the most convenient forum for both the Secured Party and the Pledgor. The Pledgor waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Agreement.
20. WAIVER OF JURY TRIAL. EACH OF THE PLEDGOR AND THE SECURED PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS AGREEMENT, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE PLEDGOR AND THE SECURED PARTY ACKNOWLEDGE THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.
(EXECUTION PAGE FOLLOWS)
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and date first above written.
| PLEDGOR: | ||
| ALPHA PLOTTER, LLC | ||
| By: | /s/ Bo Tian | |
| Name: | Bo Tian | |
| Title: | GENERAL MANAGER | |
| Date: | 3/5/2024 | |
| SECURED PARTY: | ||
| METEN SERVICE USA CORP. | ||
| By: | /s/ Jun He | |
| Name: | Jun He | |
| Title: | CEO | |
| Date: | 3/5/2024 | |
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Exhibit A
| 1. | [****] transformers [****]. |
| 2. | [****] distribution panels. |
| 3. | [****] mining containers equipped with Power Distribution Units (PDUs) and internet connections. |
| 4. | [****] feet of copper wire. |
| 5. | Internet access equipment. |
| 6. | Security cameras and recording equipment. |
| 7. | [****] industrial exhaust fans. |
| 8. | [****] wooden frame water curtains. |
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Exhibit 99.1
BTC Digital Ltd. Announces Acquisition of Mining Facility in North Carolina
Greenville, N.C.,, March 12, 2024 /PRNewswire/ -- BTC Digital Ltd.(” BTC Digital” or the “Company”) (NASDAQ: METX), a blockchain technology company, today announced the signing of a significant acquisition agreement. The company is set to acquire a BTC mining facility located in North Carolina, equipped with a stable power load of 10 megavolts (MV). The total consideration for BTCT’s acquisition amounts to $3.4 million.
This strategic acquisition is poised to enhance BTCT’s core competencies in several key ways:
Effective Cost Reduction: The acquisition is expected to significantly lower the operational costs of the mining activities. As the difficulty of Bitcoin mining continues to rise, possessing greater computational power at lower costs will enable the company to maintain a competitive advantage in the fiercely competitive market.
Long-Term Stable Energy Supply: Owning and operating a mining facility with a long-term horizon implies a sustained energy supply. A stable energy supply will contribute to reducing operational risks in mining, enhancing the company’s ability to withstand industry and market fluctuations, and ensuring long-term sustainable business development.
Leading Mining Rig Hosting Services: BTCT will offer cutting-edge, tailor-made end-to-end hosting services for mining rigs to meet the growing demand for BTC mining. This move will further solidify the company’s leading position in the digital currency mining industry, contributing to the overall advancement of the sector.
The management team of the company has emphasized that this acquisition is a crucial step in the strategic development plan of the company and a proactive response to the future trends in the digital currency mining industry. BTCT remains committed to seeking suitable expansion opportunities and providing efficient, reliable mining solutions for its clients, making a positive contribution to the healthy development of the digital currency industry.
About BTC Digital Ltd.
BTC Digital Ltd.is a blockchain technology company, with a long-term strategy to create value across the metaverse, blockchain and cryptocurrency mining industry. The Company is committed to developing blockchain related businesses in North America, including cryptocurrency mining, mining farm construction, and mining pool and data center operation.
For more information, please visit: https://meten.investorroom.com
Safe Harbor Statement
This news release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will”, “expects”, “anticipates”, “future”, “intends”, “plans”, “believes”, “estimates”, “target”, “going forward”, “outlook” and similar statements. Such statements are based upon management’s current expectations and current market and operating conditions and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond the Company’s control, which may cause the Company’s actual results, performance or achievements to differ materially from those in the forward-looking statements. Further information regarding these and other risks, uncertainties or factors is included in the Company’s filings with the U.S. Securities and Exchange Commission. The Company does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under law.
For investor and media inquiries, please contact:
IR@meten.com