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BTDR trims at‑the‑market capacity to $750M; $102.2M raised

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
424B5

Rhea-AI Filing Summary

Bitdeer Technologies Group amended its prospectus supplement to reduce its at‑the‑market equity program to up to US$750,000,000 of Class A ordinary shares. The company previously authorized US$1,000,000,000 and is now lowering the aggregate offering size.

Bitdeer has already sold Class A ordinary shares for aggregate gross proceeds of US$102.2 million, which count toward the US$750,000,000 capacity. Sales may occur from time to time through designated sales agents in negotiated or “at the market” transactions, including on Nasdaq, with agent compensation of up to 3.0% of the gross sales price. The shares trade on Nasdaq under BTDR; the last reported price was US$15.02 on November 11, 2025.

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Insights

ATM capacity cut to US$750,000,000; US$102.2M already sold.

Bitdeer reduced its at‑the‑market (ATM) program from US$1,000,000,000 to US$750,000,000. An ATM permits periodic share sales at prevailing market prices through multiple agents. The filing states US$102.2M in aggregate gross proceeds have been raised to date, included in the revised cap.

Sales agents may receive up to 3.0% commission, and are deemed underwriters for these transactions. Activity can occur via ordinary broker transactions, block trades, or other permitted methods, without escrow arrangements.

Net cash raised and timing will depend on future sale volumes and pricing. The last reported share price was US$15.02 on November 11, 2025.

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-283732

 

Amendment No. 1, dated November 12, 2025
(To Prospectus Supplement dated January 3, 2025
and Prospectus dated December 18, 2024)

 

Up to US$750,000,000

 

 

Bitdeer Technologies Group

 

Class A Ordinary Shares

 

This prospectus supplement amendment No. 1 (this “amendment”) 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”). This amendment should be read in conjunction with the prospectus supplement 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 and the prospectus. This amendment is not complete without, and may only be delivered or utilized in connection with, the prospectus supplement 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.

 

We are filing this amendment to amend the prospectus supplement 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. In accordance with the terms of the sales agreement, under the prospectus supplement, as amended by this amendment, we may offer and sell our Class A ordinary shares having an aggregate offering price of up to US$750,000,000 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$102.2 million, which are included in the US$750,000,000 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 this amendment, 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 November 11, 2025, the last reported sales price of our Class A ordinary shares was US$15.02 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. 1 to the Prospectus Supplement is dated November 12, 2025

FAQ

What did Bitdeer (BTDR) change in its ATM program?

Bitdeer reduced the aggregate offering size of its ATM program to up to US$750,000,000 from US$1,000,000,000.

How much has Bitdeer already sold under the ATM?

The company has sold Class A ordinary shares for aggregate gross proceeds of US$102.2 million, included in the US$750,000,000 cap.

What is the sales agent compensation for BTDR’s ATM?

Sales agents are entitled to up to 3.0% of the gross sales price as commissions.

Where are Bitdeer’s shares listed and what was the last price?

Bitdeer’s Class A ordinary shares trade on Nasdaq under BTDR. The last reported price was US$15.02 on November 11, 2025.

How can BTDR shares be sold under the ATM?

Sales may be made in negotiated transactions or as “at the market” offerings, including ordinary brokers’ transactions on Nasdaq or through market makers.

Who are the sales agents for Bitdeer’s ATM?

Agents include Barclays, Cantor, AGP, Benchmark, B. Riley Securities, BTIG, KBW, Needham, Northland, Rosenblatt, Roth and StockBlock.
Bitdeer Technologies Group

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