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 February 2026
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 ☐
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 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to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBITS
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release – Bitdeer Announces Proposed Private Placement of US$300.0 Million of Convertible Senior Notes |
| 99.2 |
|
Press Release – Bitdeer Announces Pricing of Upsized US$325.0 Million Convertible Senior Notes Offering |
| 99.3 |
|
Press Release - Bitdeer Announces Proposed Registered Direct Offering of Class A Ordinary Shares |
| 99.4 |
|
Press Release - Bitdeer Announces Pricing of Registered Direct Offering of 5,503,030 Class A Ordinary Shares |
Signature
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this current report to be signed on its behalf by the undersigned, thereunto duly
authorized.
| |
Bitdeer Technologies Group |
| |
|
|
| |
By: |
/s/ Jihan Wu |
| |
Name: |
Jihan Wu |
| |
Title: |
Chairman of the Board and Chief Executive Officer |
Date: February 20, 2026
3
Exhibit 99.1
Bitdeer Announces Proposed Private Placement
of US$300.0 Million of Convertible Senior Notes
SINGAPORE, February 19, 2026 (EST) —
Bitdeer Technologies Group (Nasdaq: BTDR) (“Bitdeer”), a world-leading technology company for Bitcoin mining and AI
infrastructure, today announced that it intends to offer, subject to market conditions and other factors, US$300.0 million principal amount
of Convertible Senior Notes due 2032 (the “notes”) in a private placement (the “notes offering”)
to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended
(the “Securities Act”). Bitdeer also intends to grant the initial purchasers of the notes an option to purchase, for
settlement within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional US$45.0
million principal amount of notes.
The notes will be general, senior unsecured obligations
of Bitdeer and will accrue interest payable semiannually in arrears. Upon conversion, Bitdeer will pay or deliver, as the case may be,
cash, Class A ordinary shares, par value US$0.0000001 per share, of Bitdeer (the “Class A ordinary shares”) or a combination
of cash and Class A ordinary shares, at its election. The interest rate, initial conversion rate, repurchase or redemption rights and
certain other terms of the notes will be determined at the time of pricing of the notes offering.
Use of Proceeds
Bitdeer intends to use a portion of the net proceeds
from the notes offering, together with the net proceeds from the registered direct offering described below, if consummated, to pay the
cost of the capped call transactions that Bitdeer will enter into with one or more of the initial purchasers or affiliates thereof and/or
other financial institutions (the “option counterparties”) and to pay the cash consideration for the concurrent note
repurchase transactions, each as described below. Bitdeer intends to use the remaining net proceeds from the notes offering for datacenter
expansion, HPC and AI cloud business expansion, ASIC based mining rig development and manufacture, as well as working capital and other
general corporate purposes. If the initial purchasers exercise their option to purchase additional notes, Bitdeer expects to use the 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, HPC and AI cloud business expansion, ASIC based mining rig development and manufacture,
as well as working capital and other general corporate purposes as described above.
Capped Call Transactions
In connection with the pricing of the notes, Bitdeer
intends to enter into privately negotiated capped call transactions with the option counterparties. The capped call transactions will
cover, subject to customary adjustments, the number of Class A ordinary shares that initially underlie the notes. The capped call transactions
are expected to offset the potential dilution to the Class A ordinary shares as a result of any conversion of the notes. If the initial
purchasers exercise their option to purchase additional notes, Bitdeer expects to use a portion of the net proceeds from the sale of the
additional notes to enter into additional capped call transactions with the option counterparties.
In connection with establishing their initial
hedges of the capped call transactions, Bitdeer expects that the option counterparties and/or their respective affiliates may enter into
various derivative transactions with respect to the Class A ordinary shares concurrently with or shortly after the pricing of the notes,
including with certain investors in the notes. This activity could increase (or reduce the size of any decrease in) the market price of
the Class A ordinary shares or the notes at that time.
In addition, Bitdeer expects that the option counterparties
and/or their respective affiliates may modify or unwind their hedge positions by entering into or unwinding various derivative transactions
and/or purchasing or selling the Class A ordinary shares or other securities of Bitdeer in secondary market transactions following the
pricing of the notes and prior to the maturity of the notes (and are likely to do so during the 40 trading day period beginning on the
41st scheduled trading day prior to the maturity date of the notes, or, to the extent Bitdeer exercises the relevant election under the
capped call transactions, following any repurchase, redemption or conversion of the notes). This activity could also cause or avoid an
increase or a decrease in the market price of the Class A ordinary shares or the notes, which could affect a holder’s ability to
convert the notes and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect
the amount and value of the consideration that a holder will receive upon conversion of the notes.
Concurrent Registered Direct Offering and Note
Repurchase Transactions
In a separate press release, Bitdeer also announced
today its intention to offer, subject to market and other conditions, its Class A ordinary shares in a separate, registered direct offering
(the “registered direct offering”). Bitdeer intends to use the net proceeds from the registered direct offering, together
with a portion of the net proceeds from the notes offering, to repurchase a portion of its 5.25% convertible senior notes due 2029 (the
“November 2029 notes”) in the note repurchase transactions described below.
Concurrently with the pricing of the notes in
the notes offering, Bitdeer expects to repurchase a portion of its November 2029 notes for cash in privately negotiated transactions effected
through an initial purchaser in the notes offering or one of its affiliates (each, a “note repurchase transaction”).
The terms of each note repurchase transaction will depend on a variety of factors. No assurance can be given as to how much, if any, of
the November 2029 notes will be repurchased or the terms on which they will be repurchased. 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.
In connection with any note repurchase transaction,
Bitdeer expects that holders of the November 2029 notes who agree to have their November 2029 notes repurchased and who have hedged their
equity price risk with respect to such notes (the “hedged holders”) will unwind all or part of their hedge positions
by buying the Class A ordinary shares, including pursuant to the registered direct offering, and/or entering into or unwinding various
derivative transactions with respect to the Class A ordinary shares. The amount of the Class A ordinary shares to be purchased by the
hedged holders or in connection with such derivative transactions may be substantial in relation to the historical average daily trading
volume of the Class A ordinary shares. This activity by the hedged holders could increase (or reduce the size of any decrease in) the
market price of the Class A ordinary shares, including concurrently with the pricing of the notes. Bitdeer cannot predict the magnitude
of such market activity or the overall effect it will have on the price of the notes or the Class A ordinary shares.
The notes and any Class A ordinary shares issuable
upon conversion of the notes have not been and will not be registered under the Securities Act, any state securities laws or the securities
laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States absent registration or an applicable
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities
laws.
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 infrastructure. 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, amongst other countries.
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,”
“estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,”
“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 proposed terms and the completion, timing and size of the proposed notes offering,
the registered direct offering, the note repurchase transactions and the capped call transactions, the expected use of proceeds from the
notes offering and the registered direct offering and potential impact of the foregoing or related transactions on the market price of
the Class A ordinary shares or the trading price of the notes. 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 market conditions, whether Bitdeer
will offer the notes in the proposed notes offering or any Class A ordinary shares in the proposed registered direct offering, enter into
the note repurchase transactions or the capped call transactions or be able to consummate the proposed notes offering, the registered
direct offering, the note repurchase transactions or the capped call transactions at the anticipated size or on the anticipated terms,
or at all, and the satisfaction of closing conditions related to the proposed transactions, as well as discussions of 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
John Ragozzino Jr., CFA
ICR
bitdeer.IR@icrinc.com
Public Relations
BlocksBridge Consulting
Nishant Sharma
bitdeer@blocksbridge.com
Exhibit 99.2
Bitdeer Announces Pricing of Upsized US$325.0
Million Convertible Senior Notes Offering
SINGAPORE, February 20, 2026 (GLOBE NEWSWIRE)
— Bitdeer Technologies Group (Nasdaq: BTDR) (“Bitdeer”), a world-leading technology company for Bitcoin mining
and AI infrastructure, today announced the pricing of US$325.0 million principal amount of 5.00% Convertible Senior Notes due 2032 (the
“notes”) in a private placement (the “notes offering”) to persons reasonably believed to be qualified
institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The
aggregate principal amount of the convertible notes offering was increased from the previously announced offering size of $300.0 million.
Bitdeer also granted the initial purchasers of the notes an option to purchase, for settlement within a 13-day period beginning on, and
including, the date on which the notes are first issued, up to an additional US$50.0 million principal amount of notes. The sale of the
notes is expected to close on February 24, 2026, subject to customary closing conditions.
Additional Details of the Convertible Notes
The notes will be general, senior unsecured obligations
of Bitdeer and will accrue interest at a rate of 5.00% per year, payable semiannually in arrears on March 1 and September 1 of each year,
beginning on September 1, 2026. The notes will mature on March 1, 2032, unless earlier converted, redeemed or repurchased. Upon conversion,
Bitdeer will pay or deliver, as the case may be, cash, Class A ordinary shares, par value US$0.0000001 per share, of Bitdeer (the “Class
A ordinary shares”) or a combination of cash and Class A ordinary shares, at its election. The initial conversion rate of the
notes will be 100.7557 Class A ordinary shares per US$1,000 principal amount of such notes (equivalent to an initial conversion price
of approximately US$9.93 per Class A ordinary share). The initial conversion price of the notes represents a premium of approximately
25.0% over the offering price in Bitdeer’s separately announced registered direct offering of its Class A ordinary shares described
below.
Bitdeer may redeem for cash all or any portion
of the notes (subject to the partial redemption limitation described below), at its option, on a redemption date on or after March 6,
2030 and prior to the 41st scheduled trading day immediately preceding the maturity date, if (i) the last reported sale price of the Class
A ordinary shares has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive)
during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day
immediately preceding the date on which Bitdeer provides notice of redemption and (ii) certain liquidity conditions have been satisfied,
at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding,
the redemption date. However, Bitdeer may not redeem less than all of the outstanding notes at its option unless at least US$75.0 million
aggregate principal amount of notes are outstanding and not called for optional redemption as of the time Bitdeer sends the related notice
of optional redemption (and after giving effect to the delivery of such notice of optional redemption).
In addition, Bitdeer may redeem for cash all but
not part of the notes at any time on a redemption date prior to the 41st scheduled trading day immediately preceding the maturity date
if less than US$50.0 million aggregate principal amount of notes remains outstanding at such time, at a redemption price equal to 100%
of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Bitdeer
may also redeem for cash all but not part of the notes in the event of certain tax law changes at a redemption price equal to 100% of
the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date and any additional
amounts which would otherwise be payable to such redemption date with respect to such redemption price, as described in the indenture
that will govern the notes.
On March 6, 2030 and if Bitdeer undergoes a “fundamental
change” (as defined in the indenture that will govern the notes), subject to certain conditions and a limited exception, holders
may require Bitdeer to repurchase for cash all or any portion of their notes at a repurchase price or fundamental change repurchase price,
as applicable, equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding,
the relevant repurchase date. In addition, following certain corporate events that occur prior to the maturity date of the notes or following
Bitdeer’s delivery of a notice of redemption, Bitdeer will, in certain circumstances, increase the conversion rate of the notes
for a holder who elects to convert its notes in connection with such a corporate event or convert their notes called (or deemed called)
for redemption in connection with such notice of redemption, as the case may be.
Use of Proceeds
Bitdeer estimates that the net proceeds from the
notes offering will be approximately US$315.1 million (or approximately US$363.7 million if the initial purchasers exercise their option
to purchase additional notes in full), after deducting the initial purchasers’ discounts and estimated offering expenses payable
by Bitdeer. Bitdeer intends to use the net proceeds from the notes offering, together with the net proceeds from the registered direct
offering: (i) to pay the approximately US$29.2 million cost of the capped call transactions that Bitdeer entered into with certain of
the initial purchasers or affiliates thereof and other financial institutions (the “option counterparties”) and (ii)
to pay the approximately US$138.2 million cost of repurchasing for cash US$135.0 million aggregate principal amount of Bitdeer’s
5.25% convertible senior notes due 2029 (the “November 2029 notes”) in the note repurchase transactions, each as described
below. Bitdeer intends to use the remaining net proceeds from the notes offering for datacenter expansion, HPC and AI cloud business expansion,
ASIC based mining rig development and manufacture, as well as working capital and other general corporate purposes. If the initial purchasers
exercise their option to purchase additional notes, Bitdeer expects to use the 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, HPC and
AI cloud business expansion, ASIC based mining rig development and manufacture, as well as working capital and other general corporate
purposes as described above.
Capped Call Transactions
In connection with the pricing of the notes, Bitdeer
entered into privately negotiated capped call transactions with the option counterparties. The capped call transactions cover, subject
to customary adjustments, the number of Class A ordinary shares that initially underlie the notes. The capped call transactions are expected
to offset the potential dilution to the Class A ordinary shares as a result of any conversion of the notes. If the initial purchasers
exercise their option to purchase additional notes, Bitdeer expects to use a portion of the net proceeds from the sale of the additional
notes to enter into additional capped call transactions with the option counterparties.
The cap price of the capped call transactions
is initially US$15.88 per Class A ordinary shares, which represents a premium of 100% over the offering price in the registered direct
offering, and is subject to certain adjustments under the terms of the capped call transactions.
In connection with establishing their initial
hedges of the capped call transactions, Bitdeer expects that the option counterparties and/or their respective affiliates may enter into
various derivative transactions with respect to the Class A ordinary shares concurrently with or shortly after the pricing of the notes,
including with certain investors in the notes. This activity could increase (or reduce the size of any decrease in) the market price of
the Class A ordinary shares or the notes at that time.
In addition, Bitdeer expects that the option counterparties
and/or their respective affiliates may modify or unwind their hedge positions by entering into or unwinding various derivative transactions
and/or purchasing or selling the Class A ordinary shares or other securities of Bitdeer in secondary market transactions following the
pricing of the notes and prior to the maturity of the notes (and are likely to do so during the 40 trading day period beginning on the
41st scheduled trading day prior to the maturity date of the notes, or, to the extent Bitdeer exercises the relevant election under the
capped call transactions, following any repurchase, redemption or conversion of the notes). This activity could also cause or avoid an
increase or a decrease in the market price of the Class A ordinary shares or the notes, which could affect a holder’s ability to
convert the notes and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect
the amount and value of the consideration that a holder will receive upon conversion of the notes.
Concurrent Registered Direct
Offering and Note Repurchase Transactions
In a separate press release, Bitdeer also announced
today the pricing of its previously announced registered direct offering of 5,503,030 of its Class A ordinary shares, at a price of US$7.94
per Class A ordinary shares (the “registered direct offering”). The issuance and sale of the ordinary shares in the
registered direct offering are scheduled to settle on February 26, 2026, subject to customary closing conditions. Bitdeer intends to use
the net proceeds from the registered direct offering, together with a portion of the net proceeds from the notes offering, to repurchase
US$135.0 million in aggregate principal amount of its November 2029 notes for approximately US$138.2 million in cash in privately negotiated
transactions effected through an initial purchaser in the notes offering or one of its affiliates (each, a “note repurchase transaction”).
The completion of the notes offering is not contingent
on the completion of the registered direct offering or the note repurchase transactions. 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. This press release shall not constitute
an offer to buy or a solicitation of an offer to sell the November 2029 notes.
In connection with any note repurchase transaction,
Bitdeer expects that holders of the November 2029 notes who agreed to have their November 2029 notes repurchased and who have hedged their
equity price risk with respect to such notes (the “hedged holders”) will unwind all or part of their hedge positions
by buying the Class A ordinary shares, including pursuant to the registered direct offering, and/or entering into or unwinding various
derivative transactions with respect to the Class A ordinary shares. The amount of the Class A ordinary shares to be purchased by the
hedged holders or in connection with such derivative transactions may be substantial in relation to the historical average daily trading
volume of the Class A ordinary shares. This activity by the hedged holders could increase (or reduce the size of any decrease in) the
market price of the Class A ordinary shares, including concurrently with the pricing of the notes. Bitdeer cannot predict the magnitude
of such market activity or the overall effect it will have on the price of the notes or the Class A ordinary shares.
The notes and any Class A ordinary shares issuable
upon conversion of the notes have not been and will not be registered under the Securities Act, any state securities laws or the securities
laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States absent registration or an applicable
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities
laws.
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 infrastructure. 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, amongst other countries.
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,”
“estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,”
“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 of the notes offering, the registered direct offering, the note repurchase
transactions and the capped call transactions, the expected use of proceeds from the notes offering or the registered direct offering
and potential impact of the foregoing or related transactions on the market price of the Class A ordinary shares or the trading price
of the notes. 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 market conditions and the satisfaction of closing conditions related to the
transactions, as well as discussions of 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
John Ragozzino Jr., CFA
ICR
bitdeer.IR@icrinc.com
Public Relations
BlocksBridge Consulting
Nishant Sharma
bitdeer@blocksbridge.com
Exhibit 99.3
Bitdeer Announces Proposed Registered Direct
Offering of Class A Ordinary Shares
SINGAPORE, February 19, 2026 (EST) —
Bitdeer Technologies Group (Nasdaq: BTDR) (“Bitdeer”), a world-leading technology company for Bitcoin mining and AI
infrastructure, today announced that it intends to offer, subject to market and other conditions, shares 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”) in a direct placement registered under the Securities Act of 1933, as amended
(the “Securities Act”) (such placement, the “registered direct offering”). The number of Class A
ordinary shares to be sold, and the price per Class A ordinary share, will be determined at the pricing of the registered direct offering.
Bitdeer intends to use the net proceeds from the
registered direct offering, together with a portion of the net proceeds from Bitdeer’s separately announced private offering of
Convertible Senior Notes due 2032 (the “notes offering”), if consummated, to pay the cost of the capped call transactions
that Bitdeer will enter into with one or more of the initial purchasers or affiliates thereof and/or other financial institutions and
to pay the cash consideration for its repurchase of a portion of the November 2029 notes for cash 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, HPC and AI cloud business expansion, ASIC based mining
rig development and manufacture, 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,
HPC and AI cloud business expansion, ASIC based mining rig development and manufacture, 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 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 infrastructure. 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, amongst other countries.
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 proposed 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 market conditions and the satisfaction of closing conditions related to the proposed 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
John Ragozzino Jr., CFA
ICR
bitdeer.IR@icrinc.com
Public Relations
BlocksBridge Consulting
Nishant Sharma
bitdeer@blocksbridge.com
Exhibit 99.4
Bitdeer Announces Pricing of Registered Direct
Offering of 5,503,030 Class A Ordinary Shares
SINGAPORE, February 20, 2026 (GLOBE NEWSWIRE)
— Bitdeer Technologies Group (Nasdaq: BTDR) (“Bitdeer”), a world-leading technology company for Bitcoin mining
and AI infrastructure, today announced the pricing of its registered direct offering of 5,503,030 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$7.94 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 February 26, 2026, subject to customary closing conditions.
Bitdeer estimates that the net proceeds from the
registered direct offering will be approximately US$43.5 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 5.00% Convertible Senior Notes due 2032 (the “notes”) will be approximately US$315.1 million (or approximately US$363.7
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$29.2 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$138.2 million cost of repurchasing for cash US$135.0 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, HPC and AI cloud business
expansion, ASIC based mining rig development and manufacture, 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, HPC and AI cloud business expansion, ASIC based mining rig development and manufacture, 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 infrastructure. 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, amongst other countries.
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
John Ragozzino Jr., CFA
ICR
bitdeer.IR@icrinc.com
Public Relations
BlocksBridge Consulting
Nishant Sharma
bitdeer@blocksbridge.com
