NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

On April 4, 2023, BTC Development Sponsor LLC (f/k/a Cohen Circle Sponsor II, LLC) paid $25,000 to cover certain offering costs of the Company and became a holder of 1 Class B ordinary share (the “Founder Shares”). On August 11, 2025, the Company cancelled the one Founder Share and issued 8,686,667 Founder Shares to BTC Development Sponsor LLC. On September 5, 2025, BTC Development Sponsor LLC transferred 4,095,833 Founder Shares to BTC Development Advisors LLC. The Founder Shares included an aggregate of up to 1,100,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the number of Founder Shares will equal 25% of the Company’s issued and outstanding shares after the Initial Public Offering and the private placement. On October 1, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 1,100,000 Founder Shares are no longer subject to forfeiture.

The sponsors have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the Business Combination; and (B) subsequent to the Business Combination (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of the initial shareholders with respect to any Founder Shares.

Administrative Support Agreement

The Company has agreed, commencing on September 30, 2025, through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay an affiliate or designee of the sponsors a total of $30,000 per month for office space, utilities and shared personnel support services. For the three months ended March 31, 2026, the Company incurred and paid $90,000 in fees for these services of which such amount is recorded within general and administrative fees on the accompanying statements of operations. For the three months ended March 31, 2025, no expenses were incurred for these services.

Advance from Related Party

Starting in 2023 an affiliate of the Company advanced the Company funds for working capital purposes. This amount was previously reflected on the unaudited condensed balance sheets as advance from related party. On October 1, 2025, the Company repaid the outstanding balance amounting to $239,077 at the closing of the Initial Public Offering and are no longer available. As of March 31, 2026 and December 31, 2025, the Company had no outstanding balance under the advance from related party.

Promissory Note

On July 27, 2025, the Sponsor agreed to loan the Company an aggregate of up to $500,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the earlier of April 27, 2026 or the completion of the Initial Public Offering. On September 30, 2025, the Company repaid the total outstanding balance of the Note and borrowings under the Note are no longer available.

Service Agreement

The Company has agreed, commencing on the effective date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay its Chief Financial Officer, R. Maxwell Smeal, $12,500 per month. For the three months ended March 31, 2026, the Company incurred $37,500 in fees for these services of which such amount is recorded within general and administrative fees on the accompanying statements of operations. Of these fees, $8,333 were paid and $29,167 are included in the accrued expenses line in the accompanying condensed balance sheets. For the three months ended March 31, 2025, no expenses were incurred for these services.

Related Party Loans

In addition, in order to finance transaction costs in connection with a Business Combination, the sponsors or any affiliate of the sponsors may, but are not obligated to, loan the Company funds to fund the additional working capital requirements and transaction costs (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2,500,000 of such Working Capital Loans may be convertible into units upon consummation of the Business Combination at a price of $10.00 per unit. The units would be identical to the Placement Units. As of March 31, 2026 and December 31, 2025, there were no amounts outstanding under the Working Capital Loans.