Bitdeer Announces Pricing of Registered Direct Offering of 10,661,140 Class A Ordinary Shares

Rhea-AI Summary

Bitdeer (Nasdaq: BTDR) priced a registered direct offering of 10,661,140 Class A ordinary shares at $13.94 per share, expected to close on November 19, 2025, with estimated net proceeds of approximately $148.4 million. Separately announced is a notes offering of 4.00% convertible senior notes due 2031 with estimated net proceeds of approximately $388.0 million (or $446.4 million if initial purchasers fully exercise their option).

Bitdeer intends to use combined net proceeds to pay ~$35.4 million for capped call transactions, ~$267.9 million to repurchase $200.0 million aggregate principal of its 5.25% convertible senior notes due 2029, and the remainder for datacenter expansion, ASIC mining rig development, HPC/AI cloud expansion, working capital, and general corporate purposes. Closings are mutually contingent as described.

Positive

• Registered direct offering net proceeds ~$148.4M
• Notes offering net proceeds ~$388.0M ($446.4M if option exercised)
• Funds allocated to repurchase $200.0M November 2029 notes

Negative

• Issuance of 10,661,140 Class A shares (dilutive capital action)
• Capped call transactions cost ~$35.4M, reducing available cash
• Closing contingent on multiple linked transactions, adding execution risk

Insights

Capital Markets Analyst

Bitdeer priced a registered direct offering and concurrent notes sale to refinance near‑term convertible debt and fund expansion.

Bitdeer sold 10,661,140 Class A shares at $13.94 per share expected to raise about $148.4 million net, and is combining that with a separate notes offering expected to produce roughly $388.0 million net (or ~$446.4 million if the option is exercised). The company plans to use proceeds to pay $35.4 million for capped calls and approximately $267.9 million to repurchase $200.0 million principal of its 5.25% convertible senior notes due November 2029, with the remainder allocated to datacenter expansion, ASIC mining‑rig development, HPC/AI cloud growth and working capital.

The financing resolves near‑term capital needs and funds growth while creating dilution from the registered placement; completion of the registered direct offering, the notes offering and the repurchase transactions are mutually conditioned, creating execution dependency. Watch completion timing (expected close November 19, 2025), whether the initial purchasers exercise the option to increase proceeds, and the actual uses of remaining net proceeds against planned expansion milestones over the next 12–24 months.

SINGAPORE, Nov. 13, 2025 (GLOBE NEWSWIRE) -- Bitdeer Technologies Group (Nasdaq: BTDR) (“Bitdeer”), a world-leading technology company for Bitcoin mining and AI cloud, today announced the pricing of its registered direct offering of 10,661,140 of its 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”) at a price of US$13.94 per Class A ordinary share in a direct placement registered under the Securities Act of 1933, as amended (the “Securities Act”) (such placement, the “registered direct offering”). The registered direct offering is expected to close on November 19, 2025, subject to customary closing conditions.

Bitdeer estimates that the net proceeds from the registered direct offering will be approximately US$148.4 million, after deducting the estimated offering expenses payable by Bitdeer. Bitdeer estimates that the net proceeds from Bitdeer’s separately announced private offering (the “notes offering”) of 4.00% Convertible Senior Notes due 2031 (the “notes”) will be approximately US$388.0 million (or approximately US$446.4 million if the initial purchasers in the notes offering fully exercise their option to purchase additional notes), after deducting the initial purchasers’ discounts and estimated offering expenses payable by Bitdeer.

Bitdeer intends to use the net proceeds from the registered direct offering and the notes offering: (i) to pay the approximately US$35.4 million cost of the capped call transactions that Bitdeer entered into with one of the initial purchasers or its affiliate and other financial institutions (the “option counterparties”); and (ii) to pay the approximately US$267.9 million cost of repurchasing for cash US$200.0 million aggregate principal amount of Bitdeer’s 5.25% convertible senior notes due 2029 (the “November 2029 notes”) (including accrued and unpaid interest) in privately negotiated transactions effected through its agent (the “note repurchase transactions”). Bitdeer intends to use the remaining net proceeds from the registered direct offering and the notes offering for datacenter expansion, ASIC-based mining rig development and manufacture, expansion of its HPC and AI cloud business, as well as working capital and other general corporate purposes. If the initial purchasers in the notes offering exercise their option to purchase additional notes, Bitdeer intends to use net proceeds from the sale of the additional notes to enter into additional capped call transactions with the option counterparties and the remaining net proceeds for datacenter expansion, ASIC-based mining rig development and manufacture, expansion of its HPC and AI cloud business, as well as working capital and other general corporate purposes as described above.

The completion of the registered direct offering is contingent on the completion of the notes offering and the note repurchase transactions, and the completion of the note repurchase transactions is contingent on the completion of the notes offering and the registered direct offering. The completion of the notes offering is not contingent on the completion of the registered direct offering or the note repurchase transactions. This press release shall not constitute an offer to buy or a solicitation of an offer to sell the November 2029 notes.

The registered direct offering is being made pursuant to Bitdeer’s effective shelf registration statement on Form F-3 filed with the U.S. Securities and Exchange Commission (the “SEC”), which was declared effective by the SEC on December 18, 2024, New York City time (File No. 333-283732). A preliminary prospectus supplement and the accompanying prospectus related to the registered direct offering have been filed, and a final prospectus supplement will be filed, with the SEC and will be available on the SEC’s website at www.sec.gov. Before you invest, you should read the preliminary prospectus supplement and accompanying prospectus and other documents Bitdeer has filed with the SEC that are incorporated by reference into the prospectus supplement and accompanying prospectus for more complete information about Bitdeer and the registered direct offering.

Barclays Capital Inc. is acting as placement agent and ICR Capital LLC is acting as financial advisor for the registered direct offering.

This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.

About Bitdeer Technologies Group

Bitdeer is a world-leading technology company for Bitcoin mining and AI cloud. Bitdeer is committed to providing comprehensive Bitcoin mining solutions for its customers. Bitdeer handles complex processes involved in computing such as equipment procurement, transport logistics, datacenter design and construction, equipment management, and daily operations. Bitdeer also offers advanced cloud capabilities to customers with high demand for artificial intelligence. Headquartered in Singapore, Bitdeer has deployed datacenters in the United States, Norway, and Bhutan.

Forward-Looking Statements

Statements in this press release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “could,” “expect,” “intend,” “may,” “plan,” “should,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Such forward-looking statements include, among others, statements relating to Bitdeer’s expectations regarding the completion and timing of the registered direct offering, the notes offering and the note repurchase transactions and the expected use of proceeds from the proposed registered direct offering and the notes offering. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including risks and uncertainties associated with the satisfaction of closing conditions related to the transactions, as well as potential risks, uncertainties and other factors discussed in the section entitled “Risk Factors” in Bitdeer’s annual report on Form 20-F, as well as those discussed in Bitdeer’s subsequent filings with the U.S. Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements as there are important factors that could cause actual results to differ materially from those in forward-looking statements, many of which are beyond Bitdeer’s control. Any forward-looking statements contained in this press release speak only as of the date hereof. Bitdeer specifically disclaims any obligation to update any forward-looking statement, whether due to new information, future events, or otherwise. Readers should not rely upon the information on this page as 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

FAQ

What did Bitdeer (BTDR) announce on November 13, 2025 about a registered direct offering?

Bitdeer priced a registered direct offering of 10,661,140 Class A shares at $13.94 per share, expected to close on November 19, 2025.

How much net cash will Bitdeer (BTDR) raise from the registered direct offering?

Bitdeer estimates net proceeds of approximately $148.4 million from the registered direct offering after estimated offering expenses.

What are the terms of the related notes offering announced with Bitdeer (BTDR)?

The company announced a private offering of 4.00% convertible senior notes due 2031, with estimated net proceeds of ~$388.0M or ~$446.4M if purchasers fully exercise their option.

How will Bitdeer (BTDR) use the combined net proceeds from the share and notes offerings?

Proceeds will pay ~$35.4M for capped calls and ~$267.9M to repurchase $200.0M principal of November 2029 notes; remaining funds for datacenter expansion, ASIC development, HPC/AI cloud growth, working capital, and general corporate purposes.

When will the registered direct offering close and what conditions apply for Bitdeer (BTDR)?

The registered direct offering is expected to close on November 19, 2025, and its completion is contingent on the notes offering and the note repurchase transactions.

Who is advising and placing the registered direct offering for Bitdeer (BTDR)?

Barclays Capital is acting as placement agent and ICR Capital is acting as financial advisor for the registered direct offering.