Bitdeer closes $330M convertible note deal, option for $45M more

Rhea-AI Filing Summary

Bitdeer Technologies Group (BTDR) has completed a sizeable capital raise. On 23 June 2025 the company closed a private placement of US$330 million principal amount of 4.875% Convertible Senior Notes due 2031. The initial purchasers also received a 13-day option, beginning on the same date, to buy up to an additional US$45 million of the notes, potentially lifting total proceeds to US$375 million.

The Form 6-K lists three key exhibits: (1) the Indenture governing the notes, (2) a Zero-Strike Call Confirmation, and (3) the Global Note form. Portions of one exhibit have been redacted under Regulation S-K Item 601(a)(6). The filing also incorporates the current report by reference into several existing shelf registration statements on Forms F-3 and S-8.

Implications for investors: The transaction strengthens Bitdeers liquidity and extends its debt maturity profile to 2031 at a fixed 4.875% coupon. Because the securities are convertible senior notes, future conversion could increase the companys share count, subject to the terms contained in the filed Indenture. No earnings figures or operational updates accompany this financing disclosure.

Positive

• US$330 million raised via convertible senior notes, improving liquidity without immediate equity issuance.
• Fixed 4.875% coupon locks in cost of capital until 2031, limiting interest-rate risk.
• Optional US$45 million upsizing provides additional capacity if demand warrants.

Negative

• Convertible structure could increase share count and dilute existing holders upon conversion.
• Additional leverage introduces ongoing interest expense through 2031.

Insights

Convertible-Debt Analyst

TL;DR: US$330 m 4.875% convertibles enhance liquidity but introduce leverage and potential dilution; overall impact moderate.

The 4.875% coupon is modest for a six-year tenor, indicating fair market demand for Bitdeers credit. The extra US$45 million greenshoe could raise aggregate proceeds by 14%, giving management flexibility for capex or working capital. Because the notes rank senior and are convertible, equity holders face two trade-offs: (1) added interest expense through 2031, and (2) possible share dilution if the conversion price becomes favorable. The filing lacks key terms—conversion rate, call protection, and capped-call details—so investors should consult the Indenture (Exhibit 4.1) to assess dilution thresholds. On balance, the financing is liquidity-positive but not transformational, earning a neutral overall rating.

 

 

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 June 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  ☐

 

 

 

 

 

EXPLANATORY NOTE

 

Bitdeer Technologies Group (the “Company”) today closed its private placement of US$330 million principal amount of 4.875% Convertible Senior Notes due 2031. Initial purchasers of the notes have an option to purchase up to an additional US$45.0 million principal amount of the notes, within a 13-day period beginning on, and including, June 23, 2025.

 

INCORPORATION BY REFERENCE

 

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

 

1

 

 

EXHIBITS

 

Exhibit No.	 	Description
4.1	 	Indenture, dated June 23, 2025, by and between Bitdeer Technologies Group and U.S. Bank Trust Company, National Association
4.2*	 	Form of Zero-Strike Call Confirmation
4.3	 	Form of Global Note, representing Bitdeer Technologies Group’s 4.875% Convertible Senior Notes due 2031 (included as exhibit A to the Indenture filed as Exhibit 4.1)

 

* Certain portions of this exhibit have been redacted or omitted in accordance with Item 601(a)(6) of Regulation S-K.

 

2

 

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: June 23, 2025

 

3

 

FAQ

What did Bitdeer Technologies Group (BTDR) announce in its June 2025 Form 6-K?

BTDR closed a US$330 million private placement of 4.875% Convertible Senior Notes due 2031 and granted a 13-day US$45 million upsizing option.

What is the coupon rate on BTDRs new convertible notes?

The notes carry a 4.875% fixed annual coupon until their 2031 maturity.

How much additional capital could Bitdeer raise through the purchasers option?

Initial purchasers may buy up to an extra US$45 million in principal within 13 days of 23 June 2025.

Where can investors find the detailed terms of BTDRs 2031 convertible notes?

The Indenture is filed as Exhibit 4.1 to the Form 6-K and contains all conversion and covenant details.

Are the new notes already registered under an existing shelf?

Yes. The report is incorporated by reference into BTDRs Form F-3 registration statements No. 333-273905, 333-278027, 333-278029, 333-280041 and 333-283732.