Bitdeer Technologies Group (BTDR) to redeem 8.50% 2029 notes

Rhea-AI Filing Summary

Bitdeer Technologies Group is calling for a full cleanup redemption of all $7,700,000 aggregate principal amount of its 8.50% Convertible Senior Notes due 2029. On September 23, 2025, any Notes not converted before that date will be redeemed at 100% of principal plus accrued and unpaid interest from August 15, 2025 to, but excluding, the redemption date, paid in cash. After that date, interest on the redeemed Notes will stop accruing.

Holders may instead choose to convert their Notes into equity at any time before 5:00 p.m. New York City time on September 19, 2025. The conversion rate for these conversions is 127.9743 Class A ordinary shares per $1,000 principal amount, which includes an increase of 10.9536 shares per $1,000 because the Notes have been called for redemption. The company will settle these conversions by delivering Class A ordinary shares plus cash instead of any fractional share.

Insights

Capital structure and credit analyst

Bitdeer moves to retire its remaining 8.50% 2029 convertible notes via a cleanup redemption and incentivized conversion window.

Bitdeer Technologies Group has issued a cleanup redemption notice for all outstanding 8.50% Convertible Senior Notes due 2029 totaling $7,700,000 in principal. Any Notes not converted will be redeemed on September 23, 2025 at par plus accrued and unpaid interest from August 15, 2025, which closes out this small but fixed-interest debt obligation.

Holders can convert up to 5:00 p.m. New York City time on September 19, 2025 at a rate of 127.9743 Class A ordinary shares per $1,000 principal amount. This rate incorporates a 10.9536-share increase triggered by the call for redemption, which provides an additional equity incentive for holders to convert rather than take cash redemption.

The company has elected to settle conversions in Class A ordinary shares plus cash for fractional shares, so the final mix of debt reduction versus equity issuance depends on how many holders choose to convert before the deadline. Subsequent disclosures may show how much principal was redeemed in cash versus converted into equity.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2025

Commission file number: 001-41687

BITDEER TECHNOLOGIES GROUP

08 Kallang Avenue

Aperia tower 1, #09-03/04

Singapore 339509

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.  Form 20-F  ☒          Form 40-F  ☐

CLEANUP REDEMPTION

On September 8, 2025, Bitdeer Technologies Group (the “Company”), issued a notice of cleanup redemption (the “Cleanup Redemption Notice”) for all $7,700,000 aggregate principal amount outstanding of its 8.50% Convertible Senior Notes due 2029 (the “Notes”), which were issued pursuant to an Indenture dated as of August 20, 2024 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as amended by the First Supplemental Indenture, dated as of August 20, 2024 (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”), between the Company and the Trustee. Pursuant to the Cleanup Redemption Notice, on September 23, 2025 (the “Cleanup Redemption Date”), the Company will redeem all Notes that have not been converted prior to such date at a redemption price in cash equal to 100% of the principal amount of such Notes, plus accrued and unpaid interest, from August 15, 2025 to, but excluding, the Cleanup Redemption Date (the “Redemption Price”). On the Cleanup Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed and interest thereon will cease to accrue on and after the Cleanup Redemption Date.

The Notes called for cleanup redemption may be converted by holders at any time before 5:00 p.m. (New York City time) on September 19, 2025 (the “Conversion Deadline”). The Conversion Rate for Notes converted after the date of the Cleanup Redemption Notice and prior to the Conversion Deadline will be equal to 127.9743 Class A ordinary shares of the Company, par value $0.0000001 per share (the “Class A Ordinary Shares”), per $1,000 principal amount of the Notes, which includes an increase to the conversion rate of 10.9536 additional Class A Ordinary Shares per $1,000 principal amount of the Notes as a result of the Notes being called for cleanup redemption. The conversion rate is subject to adjustment under certain circumstances as set forth in the Indenture. The Company has elected to settle any conversions occurring after the date of the Cleanup Redemption Notice and prior to the Conversion Deadline by delivering Class A Ordinary Shares, plus cash in lieu of any resulting fractional Class A Ordinary Shares.

INCORPORATION BY REFERENCE

This Current Report on Form 6-K is hereby incorporated by reference in the registration statements of Bitdeer Technologies Group on Form F-3 (No. 333-273905, No. 333-278027, No. 333-278029, No. 333-280041, No. 333-283732 and No. 333-289855) and Form S-8 (No. 333-272858 and No. 333-275342), to the extent not superseded by documents or reports subsequently filed or furnished.

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Bitdeer Technologies Group
	By:	/s/ Jihan Wu
	Name:	Jihan Wu
	Title:	Chief Executive Officer

Date: September 8, 2025

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FAQ

What action did Bitdeer Technologies Group (BTDR) take regarding its 8.50% 2029 notes?

Bitdeer Technologies Group issued a cleanup redemption notice for all $7,700,000 aggregate principal amount outstanding of its 8.50% Convertible Senior Notes due 2029, scheduling redemption for September 23, 2025 at 100% of principal plus accrued and unpaid interest.

When is the cleanup redemption date for Bitdeer (BTDR) 8.50% Convertible Senior Notes due 2029?

The cleanup redemption date for the 8.50% Convertible Senior Notes due 2029 is September 23, 2025. On that date, the redemption price in cash, equal to 100% of principal plus accrued and unpaid interest from August 15, 2025, becomes due and interest stops accruing.

Can Bitdeer (BTDR) noteholders convert their 8.50% 2029 notes before redemption?

Yes. Holders may convert their Notes at any time before 5:00 p.m. New York City time on September 19, 2025. Conversions after the cleanup redemption notice and before this deadline are allowed instead of accepting cash redemption.

What is the conversion rate for Bitdeer (BTDR) 8.50% Convertible Senior Notes due 2029?

The conversion rate for Notes converted after the cleanup redemption notice and before the conversion deadline is 127.9743 Class A ordinary shares per $1,000 principal amount. This includes an increase of 10.9536 additional Class A ordinary shares per $1,000 because the Notes were called for cleanup redemption.

How will Bitdeer (BTDR) settle conversions of its 8.50% 2029 notes?

Bitdeer has elected to settle conversions occurring after the cleanup redemption notice and before the conversion deadline by delivering Class A ordinary shares of the company, plus cash in lieu of any resulting fractional Class A ordinary shares.

Does this Bitdeer (BTDR) report affect existing registration statements?

Yes. This report is incorporated by reference into several existing Bitdeer registration statements on Form F-3 (Nos. 333-273905, 333-278027, 333-278029, 333-280041, 333-283732 and 333-289855) and Form S-8 (Nos. 333-272858 and 333-275342), to the extent not superseded by later filings.