Bitdeer (NASDAQ: BTDR) lowers ATM offering capacity to US$700M

Rhea-AI Filing Summary

Bitdeer Technologies Group amends its prospectus supplement to reduce the aggregate amount available under its at-the-market sales program to US$700,000,000. The amendment states the company may sell Class A ordinary shares from time to time through appointed sales agents under an At Market Issuance Sales Agreement.

The filing notes US$130.4 million of Class A ordinary shares have been sold under the agreement and are included in the US$700,000,000 aggregate amount. Sales may be made in negotiated transactions, block trades, ordinary brokers’ transactions on Nasdaq, or other methods permitted by law, and sales agents may be paid up to 3.0% commission.

Insights

Capital Markets Attorney

Amendment reduces ATM capacity to US$700,000,000; standard agent terms remain.

The amendment revises the aggregate offering ceiling to US$700,000,000 and confirms prior sales of US$130.4 million are included in that cap. It preserves the original sales agreement mechanics with multiple named Sales Agents and a commission cap of 3.0%.

Key dependencies include continued Nasdaq listing and the Sales Agents' discretionary, commercially reasonable efforts; timing and volume of future sales depend on market conditions and agent execution decisions, as stated.

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-283732

Amendment No. 2, dated February 19, 2026

(To Prospectus Supplement dated January 3, 2025

and Prospectus dated December 18, 2024)

Up to US$700,000,000

Bitdeer Technologies Group

Class A Ordinary Shares

This prospectus supplement amendment No. 2 (this “amendment No. 2”) amends the prospectus supplement, dated January 3, 2025, filed pursuant to Rule 424(b)(5) of the Securities Act of 1933, as amended (File No. 333-283732) (the “prospectus supplement”), as amended by the prospectus supplement amendment No. 1, dated November 12, 2025 (“amendment No. 1”). This amendment No. 2 should be read in conjunction with the prospectus supplement, as amended by amendment No. 1, and the accompanying prospectus, dated December 18, 2024 (the “prospectus”), and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the prospectus supplement, as amended by amendment No. 1, and the prospectus. This amendment No. 2 is not complete without, and may only be delivered or utilized in connection with, the prospectus supplement, as amended by amendment No. 1, and the prospectus and any future amendments or supplements thereto.

On January 3, 2025, we entered into an At Market Issuance Sales Agreement (the “sales agreement”) with Barclays Capital Inc. (“Barclays”), Cantor Fitzgerald & Co. (“Cantor”), A.G.P./Alliance Global Partners (“AGP”), The Benchmark Company, LLC (“Benchmark”), B. Riley Securities, Inc. (“B. Riley Securities”), BTIG, LLC (“BTIG”), Keefe, Bruyette & Woods, Inc. (“KBW”), Needham & Company, LLC (“Needham”), Northland Securities, Inc. (“Northland”), Rosenblatt Securities Inc. (“Rosenblatt”), Roth Capital Partners, LLC (“Roth”) and StockBlock Securities LLC (“StockBlock,” and each of Barclays, Cantor, AGP, Benchmark, B. Riley Securities, BTIG, KBW, Needham, Northland, Rosenblatt, Roth and StockBlock, a “Sales Agent” and collectively, the “Sales Agents”), relating to the sale of our Class A ordinary shares, with a par value of US$0.0000001 each (the “Class A ordinary shares”), offered by the prospectus supplement and the accompanying prospectus.

The prospectus supplement was amended by amendment No. 1, solely to reflect a reduction in the total aggregate offering price of Class A ordinary shares we may offer and sell under the prospectus supplement and the accompanying prospectus from US$1,000,000,000 to US$750,000,000.

We are filing this amendment No. 2 to amend the prospectus supplement solely to reflect a further reduction in the total aggregate offering price of Class A ordinary shares we may offer and sell under the prospectus supplement and the accompanying prospectus from US$750,000,000 to US$700,000,000. In accordance with the terms of the sales agreement, under the prospectus supplement, as amended by amendment No. 1 and this amendment No. 2, we may offer and sell our Class A ordinary shares having an aggregate offering price of up to US$700,000,000 from time to time through or to the sales agents, as agent or principal. As of the date of this amendment, we have sold Class A ordinary shares pursuant to the sales agreement for aggregate gross proceeds of US$130.4 million, which are included in the US$700,000,000 of our Class A ordinary shares we may offer and sell under the prospectus supplement and the accompanying prospectus.

Sales of our Class A ordinary shares, if any, under the prospectus supplement, as amended by amendment No. 1 and this amendment No. 2, and the accompanying prospectus, may be made in negotiated transactions, including block trades, or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales made by means of ordinary brokers’ transactions, including directly on The Nasdaq Capital Market (“Nasdaq”) or sales made to or through a market maker other than on an exchange at prevailing market prices, at prices related to prevailing market prices or at negotiated prices or by any other method permitted by law. Subject to the terms of the sales agreement, the Sales Agents are not required to sell any specific amount, but will act as our Sales Agents using commercially reasonable efforts consistent with their normal trading and sales practices. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.

The designated Sales Agent will be entitled to compensation at a commission rate of up to 3.0% of the gross sales price of any Class A ordinary shares sold under the sales agreement. In connection with the sale of Class A ordinary shares on our behalf, each Sales Agent will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of the Sales Agents will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the Sales Agents with respect to certain liabilities, including civil liabilities under the Securities Act. See “Plan of Distribution” beginning on page S-13 of the prospectus supplement for additional information regarding the compensation to be paid to the Sales Agents.

Our Class A ordinary shares are currently listed on Nasdaq under the symbol “BTDR.” On February 18, 2026, the last reported sales price of our Class A ordinary shares was US$9.61 per share.

Investing in our securities involves a high degree of risk. See the “Risk Factors” section beginning on page S-8 of the prospectus supplement and any risk factors in our U.S. Securities and Exchange Commission filings that are incorporated by reference in the prospectus supplement.

None of the U.S. Securities and Exchange Commission or any state securities commission has approved or disapproved of the securities or determined if the prospectus supplement or the accompanying prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

Barclays						Cantor
A.G.P.		The Benchmark Company		B. Riley Securities		BTIG		Keefe, Bruyette & Woods A Stifel Company
Needham & Company		Northland Capital Markets		Rosenblatt		Roth Capital Partners		StockBlock

This Amendment No. 2 to the Prospectus Supplement is dated February 19, 2026

FAQ

What change did Bitdeer (BTDR) make to its ATM program?

Bitdeer reduced the aggregate offering capacity to US$700,000,000. The amendment replaces the prior US$750,000,000 cap and confirms that prior sales of US$130.4 million are included in the new aggregate amount.

How much has Bitdeer already sold under the sales agreement?

Bitdeer reports aggregate gross proceeds of US$130.4 million sold under the sales agreement. Those proceeds are counted toward the US$700,000,000 aggregate offering amount available under the prospectus supplement.

What sales methods are permitted under Bitdeer's amended prospectus supplement?

Sales may be made via negotiated transactions, block trades, at-the-market offerings on Nasdaq, ordinary brokers’ transactions, sales to or through market makers, or other methods permitted by law, as described in the amendment.

What compensation will sales agents receive under the agreement?

Designated Sales Agents are entitled to compensation at a commission rate of up to 3.0% of the gross sales price. The filing also states the Sales Agents will be deemed underwriters for purposes of Securities Act liabilities.