Spondoolies-Tech Receives Key Approval for Merger with BTCS

BTCS Inc. (OTCQB: BTCS) (“BTCS” or the “Company”), a blockchain technology focused company which secures the blockchain through its transaction verification services business, and Spondoolies-Tech Ltd. (“Spondoolies”), an Israeli transaction verification server manufacturer, received merger approval from the Israeli Office of Chief Scientist (“OCS”).

The OCS approval is one of two key closing conditions of the merger between BTCS and Spondoolies. The second key closing condition of the merger requires confirmation from the Israeli Tax Authority regarding deferred payment of applicable Israeli taxes related to the transaction.

Charles Allen, Chief Executive Officer of BTCS, commented,

“Our merger with Spondoolies marks a major milestone for us and sets the stage for rapid revenue acceleration in the years ahead. BTCS produced year-over-year revenue growth of 1,225% in 2015, while cash used in operations was reduced by 25%. To combine this strong performance with Spondoolies’ industry leading technology, which generated impressive revenues for its first and second generation products, we’ll be positioned to create a new global leader in the blockchain sector.”

“The blockchain is set to radically change the future of transaction-based industries,” stated Guy Corem, Chief Executive Officer of Spondoolies.

“BTCS has positioned itself at the core of this disruptive transformation, and we are excited to combine forces to capitalize on the immense opportunities that lie ahead. The OCS approval places us one important step closer to completing the merger.”

After giving effect to BTCS’s recent $750,000 investment in Spondoolies, BTCS shareholders will own a 69.7% to 61.2% stake in the combined company, and Spondoolies shareholders will own 30.3% to 38.8% of the combined company, based on the number of common and preferred securities outstanding immediately following the merger. The ownership range is a function of BTCS’ liquidation preference associated with its existing $2.25 million investment in Spondoolies. The final ownership percentages will be determined prior to closing.

Allen continued,

“We remain committed to improving shareholder value and fully believe in our ability to execute on key strategic initiatives in 2016. We’ve demonstrated that commitment with our recent move to voluntarily escrow a large number of our founders’ shares, representing 15% of the Company’s outstanding shares, pending the successful completion of the merger and an up listing of our common stock to a senior exchange. This effectively ‘puts our money where our mouth is’ as we move forward to achieve both of these important steps ahead of their respective year-end deadlines.”

About BTCS

BTCS secures the blockchain through its rapidly growing transaction verification services business and plans to build a broader ecosystem to capitalize on opportunities in this fast growing industry. The blockchain is a decentralized public ledger and has the ability to fundamentally impact all industries on a global basis that rely on or utilize record keeping and require trust. BTCS continues to evaluate and build additional blockchain technology consumer solutions. BTCS also actively partners and integrates with strategic digital currency and blockchain technology companies who provide products or services that are complementary to its business strategy.

For more information visit: http://www.btcs.com/

About Spondoolies-Tech

Founded in 2013 by a group of Israeli high-tech veterans, Spondoolies is a transaction verification server manufacturer. Spondoolies raised ten million dollars in capital from leading Israeli venture capital firms and assembled a team of leaders in the Israeli Semiconductor industry, with the goal of building the infrastructure on which digital currencies will flourish. Building digital currency transaction verifying servers from the bottom up, Spondoolies is producing machines that are designed for efficiency and performance. During 2014, Spondoolies successfully launched five different products.

For more information visit: http://www.spondoolies-tech.com/

Forward-Looking Statements:
Certain statements in this press release, including those related to an anticipated merger, constitute “forward-looking statements” within the meaning of the federal securities laws. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including without limitation those set forth in the Company's filings with the Securities and Exchange Commission, not limited to Risk Factors relating to its digital currency business contained therein. Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements whether as a result of new information, future events or otherwise, except as required by law.