SINGAPORE, Nov. 12, 2025 — Bitdeer Technologies Group (Nasdaq: BTDR) (“Bitdeer”), a global leader in Bitcoin mining technology and AI cloud services, has announced its intention to offer Class A ordinary shares, par value US$0.0000001 per share (the “Class A ordinary shares”), to certain holders of its 5.25% convertible senior notes due 2029 (the “November 2029 notes”) through a registered direct offering under the Securities Act of 1933, as amended (the “Securities Act”) (the “registered direct offering”), subject to market conditions. The number of shares and the price per share will be determined at the time of pricing.
Bitdeer plans to use the net proceeds from this offering, along with a portion of the proceeds from its previously announced private offering of Convertible Senior Notes due 2031 (the “notes offering”), if completed, to repurchase a portion of the November 2029 notes for cash through privately negotiated transactions handled by its agent (the “note repurchase transactions”). The registered direct offering is contingent upon the completion of both the notes offering and the note repurchase transactions. Similarly, the completion of the note repurchase transactions depends on the completion of the notes offering and the registered direct offering. The notes offering, however, is not contingent on the completion of the registered direct offering or the note repurchase transactions. This announcement does not constitute an offer to sell or a solicitation of an offer to buy the November 2029 notes.
The registered direct offering is being conducted under Bitdeer’s existing shelf registration statement on Form F-3, which was declared effective by the SEC on December 18, 2024 (File No. 333-283732). A preliminary prospectus supplement and accompanying prospectus related to the offering will be filed with the SEC and made available on its website at www.sec.gov. Investors should read these documents, along with other filings Bitdeer has made with the SEC that are incorporated by reference, for more comprehensive information about Bitdeer and the registered direct offering before investing.
Barclays Capital Inc. is serving as the placement agent and ICR Capital LLC as the financial advisor for the registered direct offering.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any jurisdiction where such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
About Bitdeer Technologies Group
Bitdeer is a leading technology firm focused on Bitcoin mining and AI cloud solutions. It provides comprehensive Bitcoin mining services, managing complex processes such as equipment sourcing, logistics, datacenter design and construction, equipment management, and daily operations. Bitdeer also delivers advanced cloud computing capabilities for AI applications. Headquartered in Singapore, Bitdeer operates datacenters in the United States, Norway, and Bhutan.
Forward-Looking Statements
This press release contains statements regarding future expectations, plans, and prospects, as well as other statements about matters that are not historical facts, which are considered “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. Terms like “anticipate,” “could,” “expect,” “intend,” “may,” “plan,” “should,” “will,” “would,” and similar expressions identify these statements, though not all forward-looking statements include such words. These statements include, but are not limited to, expectations concerning the completion and timing of the proposed registered direct offering, the notes offering, and the note repurchase transactions, as well as the anticipated use of proceeds. Actual results may differ significantly from those projected in these forward-looking statements due to various factors, including market conditions, the satisfaction of closing conditions for the proposed transactions, and other risks and uncertainties detailed in the “Risk Factors” section of Bitdeer’s annual report on Form 20-F and subsequent filings with the SEC. Readers are cautioned against placing undue reliance on these statements, as numerous factors beyond Bitdeer’s control could cause actual results to vary materially. These forward-looking statements are made only as of the date of this press release, and Bitdeer disclaims any obligation to update them, whether due to new information, future events, or other reasons. The information on this page should not be considered current or accurate after its publication date.
For investor and media inquiries, please contact:
Investor Relations
Orange Group
Yujia Zhai
bitdeerir@orangegroupadvisors.com
Public Relations
BlocksBridge Consulting
Nishant Sharma
bitdeer@blocksbridge.com
