Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
This 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the extent not superseded by documents or reports subsequently filed or furnished.
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.
Exhibit
99.1

Bitdeer
Reports Unaudited Financial Results
for
the Fourth Quarter and Full Year of 2025
SINGAPORE,
February 12, 2026 (GLOBE NEWSWIRE) -- Bitdeer Technologies Group (NASDAQ: BTDR) (“Bitdeer” or the “Company”),
a world-leading technology company for Bitcoin mining and AI infrastructure, today released its unaudited financial results for the fourth
quarter ended December 31, 2025.
Q4
2025 Financial Highlights
All
amounts compared to Q4’24 unless otherwise noted
| ● | Total
revenue was US$224.8 million vs. US$69.0 million. |
| ● | Cost
of revenue was US$214.3 million vs. US$63.9 million. |
| ● | Gross
profit was US$10.6 million vs. US$5.1 million. |
| ● | Net
profit was US$70.5 million vs. net loss of US$531.9 million. |
| ● | Adjusted
EBITDA1 was positive US$31.2 million, vs. negative US$4.32 million. |
| ● | Cash
and cash equivalents were US$149.4 million as of December 31, 2025. |
| ● | Crypto
and crypto receivable balance: US$218.6 million as of December 31, 2025. |
Management
Commentary
The
fourth quarter of 2025 marked a strategic inflection point as we accelerated our transition toward high-performance compute infrastructure
and colocation services,” said Matt Kong, Chief Business Officer at Bitdeer. “We expect the global AI infrastructure supply
/ demand imbalance to widen, and our 3.0 GW power portfolio represents a rare and increasingly valuable strategic asset. As hyperscalers
and enterprise customers face extended lead times for power and data center capacity, Bitdeer’s operational infrastructure and speed
to market provide a compelling competitive advantage.”
Mr.
Kong continued, “we are pursuing a dual-track AI infrastructure strategy that prioritizes colocation for our largest sites while
continuing to expand GPU-as-a-service opportunities where appropriate. For power-rich assets such as Tydal and Clarington, we believe
colocation offers superior economics and more capital-efficient paths to monetization. This approach allows us to leverage our core strengths
including power procurement, large-scale infrastructure development, and operational execution, to capitalize on the rapidly growing
demand for AI compute capacity across multiple deployment models.
Our
Bitcoin self-mining operations remain a cornerstone of our business and demonstrate our ability to rapidly scale infrastructure while
achieving industry-leading efficiency. We continue to view Bitcoin mining as a significant long-term value driver, supported by our expanding
power portfolio and proprietary SEALMINER technology. The substantial expansion of our fleet throughout 2025 showcases the technical
execution and operational excellence that has become our competitive advantage. As we scale our colocation platform alongside our self-mining
operations, we see meaningful opportunities to capture value across multiple high-growth infrastructure markets where time-to-power and
deployment speed are increasingly critical differentiators.”
| 1 | “Adjusted
EBITDA” is defined as earnings before interest, taxes, depreciation and amortization,
further adjusted to exclude share-based payment expenses under IFRS 2, changes in fair value
of derivative liabilities, loss on extinguishment of convertible senior notes, changes in
fair value of cryptocurrency-settled receivables and payables, changes in fair value of cryptocurrency
receivables, impairment of assets, other expenses – one off donation, changes in fair
value of derivative assets, changes in fair value of financial assets at fair value through
profit or loss, and changes in fair value of holdback shares for acquisition of FreeChain. |
| 2 | During
the current period, we revised definition of our previously reported non-IFRS Adjusted Profit
and Adjusted EBITDA and recast the prior period for comparability. This revision, which resulted
in a US$0.5 million, US$2.0 million and US$3.4 million revision to Q4 2024, Year-ended 2024
and Q3 2025 metrics, respectively, reflects non-cash fair value changes in financial assets
at fair value through profit or loss as they do not represent normal operating expenses (or
income) necessary to operate our business. |
Operational
Summary
| Metrics | |
Three
Months Ended Dec 31 | |
| | |
2025 | | |
2024 | |
| Total hash
rate under management (EH/s) | |
| 71.0 | | |
| 21.6 | |
| - Proprietary hash
rate | |
| 58.0 | | |
| 8.9 | |
| - Self-mining | |
| 55.2 | | |
| 8.5 | |
| - Cloud Hash Rate | |
| 1.1 | | |
| 0.0 | |
| - Delivered but not
yet hashing | |
| 1.7 | | |
| 0.4 | |
| - Hosting | |
| 13.0 | | |
| 12.7 | |
| Mining rigs under management | |
| 293,000 | | |
| 175,000 | |
| - Self-owned | |
| 211,000 | | |
| 85,000 | |
| - Hosted | |
| 82,000 | | |
| 90,000 | |
| Bitcoin mined (self-mining
only) | |
| 1,673 | | |
| 469 | |
| Bitcoins held | |
| 2,017 | | |
| 594 | |
| Total power usage (MWh) | |
| 2,353,000 | | |
| 857,000 | |
| Average cost of electricity
($/MWh) | |
| 46 | | |
| 41 | |
| Average miner efficiency
(J/TH) | |
| 17.9 | | |
| 30.4 | |
Power
Infrastructure Summary (As of 1/31/2026)
| Site
/ Location | |
Capacity
(MW) | | |
Status | |
Datacenter
Type | |
Timing3 |
| Electrical capacity | |
| | |
| |
| |
|
| - Rockdale,
Texas | |
| 563 | | |
Online | |
Crypto / Evaluating AI | |
Completed |
| - Knoxville, Tennessee
– phase 1 | |
| 37 | | |
Online | |
Crypto converting to AI | |
Q4 2026 |
| - Knoxville, Tennessee
– phase 2 | |
| 49 | | |
Online | |
Crypto | |
Completed |
| - Wenatchee, Washington | |
| 13 | | |
Online | |
Crypto converting to AI | |
Q4 2026 |
| - Molde, Norway | |
| 84 | | |
Online | |
Crypto | |
Completed |
| - Tydal - 1, Norway | |
| 50 | | |
Online | |
Crypto converting to AI | |
Q4 2026 |
| - Tydal - 2, Norway | |
| 175 | | |
Online | |
Crypto converting to AI | |
Q4 2026 |
| - Gedu, Bhutan | |
| 100 | | |
Online | |
Crypto | |
Completed |
| - Jigmeling, Bhutan | |
| 500 | | |
Online | |
Crypto | |
Completed |
| - Oromia Region,
Ethiopia | |
| 40 | | |
Online | |
Crypto | |
Completed |
| -
Massillon, Ohio | |
| 47 | | |
Online | |
Crypto | |
Completed |
| Total
electrical capacity | |
| 1,658 | 4 | |
| |
| |
|
| Pipeline capacity | |
| | | |
| |
| |
|
| - Oromia Region,
Ethiopia | |
| 20 | | |
In progress | |
Crypto | |
Q1 2026 |
| - Massillon, Ohio | |
| 148/26 | | |
In progress | |
Crypto | |
Q2 2026/TBD |
| - Clarington, Ohio | |
| 570 | | |
In progress | |
HPC/AI | |
To be updated |
| - Niles, Ohio | |
| 300 | | |
In progress | |
HPC/AI | |
Q4 2028 |
| -
Rockdale, Texas | |
| 179 | | |
In planning | |
Crypto | |
Estimate 2026 |
| -
Alberta, Canada | |
| 101 | | |
In planning | |
Crypto | |
Q2 2027 |
| Total
pipeline capacity | |
| 1,344 | | |
| |
| |
|
| Total
global electrical capacity | |
| 3,002 | | |
| |
| |
|
| 3 | Indicative
timing for completion of power and data center infrastructure. All timing references are
to calendar quarters and years. |
| 4 | Figures
represent total available electrical capacity |
Financial
MD&A
All
variances are current quarter compared to the same quarter last year. All figures in this section are rounded5.
Q4
2025 High-Level P&L and Disaggregated Revenue Details:
| US $ in millions | |
Three
Months Ended | |
| | |
Dec
31, 2025 | | |
Sep
30, 2025 | | |
Dec
31, 2024 | |
| Total revenue | |
| 224.8 | | |
| 169.7 | | |
| 69.0 | |
| Cost of revenue | |
| (214.3 | ) | |
| (128.9 | ) | |
| (63.9 | ) |
| Gross profit | |
| 10.6 | | |
| 40.8 | | |
| 5.1 | |
| Net profit / (loss) | |
| 70.5 | | |
| (266.7 | ) | |
| (531.9 | ) |
| Adjusted EBITDA | |
| 31.2 | | |
| 39.6 | 2 | |
| (4.3 | )2 |
| Cash and cash equivalents | |
| 149.4 | | |
| 196.3 | | |
| 476.3 | |
| US $ in millions | |
Three
months ended December 31, 2025 | |
| Business
line | |
Self-mining | | |
Cloud
hash rate | | |
General
hosting | | |
Membership
hosting | | |
Sales
of SEALMINERs and Accessories | |
| Revenue | |
| 168.6 | | |
| 2.1 | | |
| 7.6 | | |
| 16.3 | | |
| 23.4 | |
| Cost of revenue | |
| | | |
| | | |
| | | |
| | | |
| | |
| Including: | |
| | | |
| | | |
| | | |
| | | |
| | |
| - Electricity cost in operating mining rigs | |
| (88.1 | ) | |
| (1.2 | ) | |
| (6.0 | ) | |
| (12.5 | ) | |
| - | |
| - Depreciation and SBC expenses | |
| (63.9 | ) | |
| (0.7 | ) | |
| (0.6 | ) | |
| (1.2 | ) | |
| - | |
| - Cost of products sold | |
| - | | |
| - | | |
| - | | |
| - | | |
| (19.9 | ) |
| - Other costs | |
| (10.8 | ) | |
| (0.1 | ) | |
| (0.4 | ) | |
| (0.9 | ) | |
| (0.1 | ) |
| Total cost of revenue | |
| (162.8 | ) | |
| (2.0 | ) | |
| (7.0 | ) | |
| (14.5 | ) | |
| (20.0 | ) |
| Gross profit | |
| 5.8 | | |
| - | | |
| 0.6 | | |
| 1.7 | | |
| 3.4 | |
| US $ in millions | |
Three
months ended December 31, 2024 | |
| Business
line | |
Self-mining | | |
Cloud
hash rate | | |
General
hosting | | |
Membership
hosting | |
| Revenue | |
| 41.5 | | |
| 2.3 | | |
| 8.5 | | |
| 12.4 | |
| Cost of revenue | |
| | | |
| | | |
| | | |
| | |
| Including: | |
| | | |
| | | |
| | | |
| | |
| - Electricity cost in operating mining rigs | |
| (22.3 | ) | |
| (0.1 | ) | |
| (5.8 | ) | |
| (7.0 | ) |
| - Depreciation and SBC expenses | |
| (12.2 | ) | |
| (0.6 | ) | |
| (1.2 | ) | |
| (1.8 | ) |
| - Other costs | |
| (4.0 | ) | |
| (0.3 | ) | |
| (0.8 | ) | |
| (1.2 | ) |
| Total cost of revenue | |
| (38.5 | ) | |
| (1.0 | ) | |
| (7.8 | ) | |
| (10.0 | ) |
| Gross profit | |
| 3.0 | | |
| 1.3 | | |
| 0.7 | | |
| 2.4 | |
| 5 | Figures
may not add due to rounding. |
Full
Year 2025 High-Level P&L and Disaggregated Revenue Details:
| US $ in millions | |
Years
Ended | |
| | |
Dec
31,
2025 | | |
Dec
31,
2024 | |
| Total revenue | |
| 620.3 | | |
| 349.8 | |
| Cost of revenue | |
| (559.3 | ) | |
| (283.4 | ) |
| Gross profit | |
| 61.0 | | |
| 66.4 | |
| Net profit / (loss) | |
| 65.6 | | |
| (599.2 | ) |
| Adjusted EBITDA | |
| 35.2 | | |
| 37.4 | 2 |
| Cash and cash equivalents | |
| 149.4 | | |
| 476.3 | |
| US $ in millions | |
Year
ended December 31, 2025 | |
| Business
line | |
Self-mining | | |
Cloud
hash rate | | |
General
hosting | | |
Membership
hosting | | |
Sales
of SEALMINERs and Accessories | |
| Revenue | |
| 396.0 | | |
| 2.1 | | |
| 35.0 | | |
| 61.2 | | |
| 108.3 | |
| Cost of revenue | |
| | | |
| | | |
| | | |
| | | |
| | |
| Including: | |
| | | |
| | | |
| | | |
| | | |
| | |
| - Electricity cost in operating mining rigs | |
| (201.1 | ) | |
| (1.2 | ) | |
| (25.6 | ) | |
| (45.0 | ) | |
| - | |
| - Depreciation and SBC expenses | |
| (123.3 | ) | |
| (0.7 | ) | |
| (3.9 | ) | |
| (6.8 | ) | |
| - | |
| - Cost of products sold | |
| - | | |
| - | | |
| - | | |
| - | | |
| (93.2 | ) |
| - Other costs | |
| (28.5 | ) | |
| (0.1 | ) | |
| (2.7 | ) | |
| (4.6 | ) | |
| (0.7 | ) |
| Total cost of revenue | |
| (353.0 | ) | |
| (2.1 | ) | |
| (32.3 | ) | |
| (56.4 | ) | |
| (93.9 | ) |
| Gross profit | |
| 43.1 | | |
| - | | |
| 2.7 | | |
| 4.8 | | |
| 14.4 | |
| US $ in millions | |
Year
ended December 31, 2024 | |
| Business
line | |
Self-mining | | |
Cloud
hash rate | | |
General
hosting | | |
Membership
hosting | |
| Revenue | |
| 163.1 | | |
| 39.8 | | |
| 67.6 | | |
| 64.0 | |
| Cost of revenue | |
| | | |
| | | |
| | | |
| | |
| Including: | |
| | | |
| | | |
| | | |
| | |
| - Electricity cost in operating mining rigs | |
| (91.1 | ) | |
| (7.5 | ) | |
| (39.6 | ) | |
| (41.0 | ) |
| - Depreciation and SBC expenses | |
| (39.1 | ) | |
| (8.4 | ) | |
| (8.4 | ) | |
| (8.2 | ) |
| - Other costs | |
| (11.8 | ) | |
| (2.5 | ) | |
| (4.3 | ) | |
| (4.5 | ) |
| Total cost of revenue | |
| (142.0 | ) | |
| (18.4 | ) | |
| (52.3 | ) | |
| (53.7 | ) |
| Gross profit | |
| 21.1 | | |
| 21.4 | | |
| 15.3 | | |
| 10.3 | |
Q4
2025 Management’s Discussion and Analysis (compared to Q4 2024)
Revenue
| ● | Total
revenue was US$224.8 million vs. US$69.0 million. |
| ● | Self-mining
revenue was US$168.6 million vs. US$41.5 million, primarily due to the increase in the
average self-mining hashrate for the quarter by 464.3% to 47.4 EH/s from 8.4 EH/s last year. |
| ● | Cloud
Hash Rate revenue was US$2.1 million vs. US$2.3 million. |
| ● | General
Hosting revenue was US$7.6 million vs. US$8.5 million. |
| ● | Membership
Hosting revenue was US$16.3 million vs. US$12.4 million. |
| ● | SEALMINER
sales revenue was US$23.4 million. |
| ● | HPC
and AI Cloud revenue was US$2.3 million. |
Cost
of Revenue
| ● | Cost
of revenue was US$214.3 million vs US$63.9 million. The increase was primarily driven
by higher electricity and depreciation costs as a significant number of new mining rigs came
online, a slightly higher per unit power cost, compounded by a change in the depreciation
accounting assumptions applied to mining rigs to reflect a more conservative approach. |
Gross
Profit and Margin
| ● | Gross
profit was US$10.6 million vs. US$5.1 million. |
| ● | Gross
margin was 4.7% vs. 7.4%. |
Operating
Expenses
| ● | The
sum of the operating expenses below was US$66.3 million vs. US$42.5 million. |
| ● | Selling
expenses were US$2.4 million vs. US$2.0 million, flat year-over-year. |
| ● | General
and administrative expenses were US$28.8 million vs. US$17.7 million. The increase was primarily
due to an increase in staff costs for general and administrative personnel and consulting
fee for capital market and compliance activities, as well as the higher share-based payment
expenses. |
| ● | Research
and development expenses were US$35.2 million vs. US$22.9 million, primarily due to the one-off
development and tape out costs of SEAL-DL1 chip. |
Other
Operating Expenses
| ● | Other
operating expenses were US$43.8 million vs. US$3.7 million. This was largely attributable
to the fair value change of Bitcoins pledged for the Bitcoin collateralized loan since Q3
2025. |
Other
Net Gain
| ● | In
Q4 2025, we recorded US$208.9 million other net gain primarily due to the non-cash, fair
value changes of derivative liabilities, which are the US$276.6 million of gain on fair value
changes for the convertible senior notes issued in November 2024, June 2025 and November
2025 and the US$44.2 million of loss on extinguishment of the convertible senior notes issued
in November 2024. |
Net
Profit / (Loss)
| ● | Net
profit was US$70.5 million vs. net loss of US$531.9 million. |
Adjusted
Loss (Non-IFRS)6
| ● | Adjusted
loss was US$82.6 million vs. US$37.42 million. The change was primarily due to
the higher energy and depreciation costs, higher operating and interest expense, partially
offset by the year-over-year higher revenue. |
Adjusted
EBITDA (Non-IFRS)1
| ● | Adjusted
EBITDA was positive US$31.2 million vs. negative US$4.32 million. The year-over-year
growth was primarily driven by significantly higher self-mining hashrate as a result of the
Company’s mass production and deployment of SEALMINERs during 2025. |
| 6 | “Adjusted
profit/(loss)” is defined as profit/(loss) adjusted to exclude share-based payment
expenses under IFRS 2, changes in fair value of derivative liabilities, loss on extinguishment
of convertible senior notes, changes in fair value of cryptocurrency-settled receivables
and payables, changes in fair value of cryptocurrency receivables, impairment of assets,
other expenses – one off donation, changes in fair value of derivative assets, changes
in fair value of financial assets at fair value through profit or loss, and changes in fair
value of holdback shares for acquisition of FreeChain. |
Cash
Flows
| ● | Net
cash used in operating activities was US$599.5 million, primarily driven by SEALMINERs supply
chain and manufacturing costs, electricity costs from the mining business, general corporate
overhead and interest. |
| ● | Net
cash generated from investing activities was US$97.9 million, which included US$50.7 million
of capital expenditures for datacenter infrastructure construction, GPU equipment procurement
and tariffs and freight for mining rigs delivered to the datacenters, and US$150.6 million
of proceeds from the disposal of cryptocurrencies. |
| ● | Net
cash generated from financing activities was US$454.5 million, primarily driven by the proceeds
of a total US$698.0 million from our convertible senior note issuance in November, borrowing
from a related party and ATM and ELOC program, partially offset by US$171.1 million of repayments
of borrowings. |
Balance
Sheet
As
of December 31, 2025 (compared to December 31, 2024)
| ● | US$149.4
million in cash and cash equivalents, US$83.1 million in cryptocurrencies and US$1.0 billion
in borrowing. |
| ● | US$723.0
million prepayments and other assets, up from US$310.2 million. Change primarily driven by
advanced payments to suppliers for SEALMINERs mass volume production. |
| ● | US$252.0
million inventories, up from US$64.9 million. Increase mainly including wafers, chips, WIP
and finished SEALMINERs inventory. |
| ● | US$620.7
million in mining rigs, up from US$67.3 million. Change mainly raised from mass production
and the deployment of SEALMINERs to the Company’s datacenters for self-mining activities.
|
| ● | US$501.1
million derivative liabilities mainly due to the convertible senior notes issued in November
2024, June 2025 and November 2025. |
Further
information regarding the Company’s fourth quarter 2024 financial and operations results can be found on the SEC’s website
https://sec.gov and the Company’s Investor Relations website https://ir.bitdeer.com.
About
Bitdeer Technologies Group
Bitdeer
is a world-leading technology company for Bitcoin mining and AI infrastructure. Bitdeer is committed to providing comprehensive computing
solutions for its customers. The Company handles complex processes involved in computing such as equipment procurement, transport logistics,
datacenter design and construction, equipment management and daily operations. The Company 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. To learn more, please visit https://ir.bitdeer.com/ or follow Bitdeer on X @BitdeerOfficial
and LinkedIn @ Bitdeer Group.
Investors
and others should note that Bitdeer may announce material information using its website and/or on its accounts on social media platforms,
including X, formerly known as Twitter, Facebook, and LinkedIn. Therefore, Bitdeer encourages investors and others to review the information
it posts on the social media and other communication channels listed on its website.
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,” “look forward to,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,”
“project,” “should,” “target,” “will,” “would” and similar expressions are
intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual
results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including
factors discussed in the section entitled “Risk Factors” in Bitdeer’s annual report on Form 20-F, as well as discussions
of potential risks, uncertainties, and other important factors in Bitdeer’s subsequent filings with the U.S. Securities and Exchange
Commission. 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.
BITDEER
GROUP UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
| | |
As
of December 31, | | |
As
of December 31, | |
| (US
$ in thousands) | |
2025 | | |
2024 | |
| ASSETS | |
| | | |
| | |
| Current assets | |
| | | |
| | |
| Cash and cash equivalents | |
| 149,352 | | |
| 476,270 | |
| Restricted cash | |
| 22,366 | | |
| 9,144 | |
| Cryptocurrencies | |
| 83,077 | | |
| 77,537 | |
| Cryptocurrencies - receivables | |
| 135,558 | | |
| - | |
| Trade receivables | |
| 31,374 | | |
| 9,627 | |
| Amounts due from a related party | |
| 9,654 | | |
| 15,512 | |
| Prepayments and other assets | |
| 698,291 | | |
| 291,929 | |
| Inventories | |
| 251,999 | | |
| 64,888 | |
| Financial assets
at fair value through profit or loss | |
| 4,976 | | |
| 4,540 | |
| Total
current assets | |
| 1,386,647 | | |
| 949,447 | |
| | |
| | | |
| | |
| Non-current assets | |
| | | |
| | |
| Restricted cash | |
| 6,159 | | |
| 8,212 | |
| Prepayments and other assets | |
| 24,681 | | |
| 18,244 | |
| Financial assets at fair value through profit
or loss | |
| 39,309 | | |
| 37,981 | |
| Mining rigs | |
| 620,667 | | |
| 67,324 | |
| Right-of-use assets | |
| 83,292 | | |
| 69,273 | |
| Property, plant and equipment | |
| 441,797 | | |
| 251,377 | |
| Investment properties | |
| 29,826 | | |
| 30,723 | |
| Intangible assets | |
| 93,432 | | |
| 83,235 | |
| Goodwill | |
| 35,818 | | |
| 35,818 | |
| Derivative assets | |
| 31,857 | | |
| - | |
| Deferred tax assets | |
| 11,087 | | |
| 6,220 | |
| Total
non-current assets | |
| 1,417,925 | | |
| 608,407 | |
| TOTAL
ASSETS | |
| 2,804,572 | | |
| 1,557,854 | |
| | |
| | | |
| | |
| LIABILITIES | |
| | | |
| | |
| Current liabilities | |
| | | |
| | |
| Trade payables | |
| 119,818 | | |
| 31,471 | |
| Other payables and accruals | |
| 54,655 | | |
| 40,617 | |
| Amounts due to a related party | |
| 4,340 | | |
| 8,747 | |
| Income tax payables | |
| 13,355 | | |
| 2,729 | |
| Derivative liabilities | |
| 501,085 | | |
| 763,939 | |
| Deferred revenue | |
| 64,391 | | |
| 39,029 | |
| Borrowings | |
| 478,792 | | |
| 208,127 | |
| Borrowings from a related party | |
| 275,000 | | |
| - | |
| Lease liabilities | |
| 9,226 | | |
| 5,460 | |
| Total
current liabilities | |
| 1,520,662 | | |
| 1,100,119 | |
| | |
| | | |
| | |
| Non-current liabilities | |
| | | |
| | |
| Other payables and accruals | |
| 2,413 | | |
| 1,650 | |
| Deferred revenue | |
| 63,255 | | |
| 90,200 | |
| Borrowings | |
| 468 | | |
| - | |
| Borrowings from a related party | |
| 246,831 | | |
| - | |
| Lease liabilities | |
| 88,980 | | |
| 72,673 | |
| Deferred tax liabilities | |
| 14,115 | | |
| 16,614 | |
| Total
non-current liabilities | |
| 416,062 | | |
| 181,137 | |
| TOTAL
LIABILITIES | |
| 1,936,724 | | |
| 1,281,256 | |
| | |
| | | |
| | |
| NET
ASSETS | |
| 867,848 | | |
| 276,598 | |
| | |
| | | |
| | |
| EQUITY | |
| | | |
| | |
| Share capital | |
| *
| | |
| *
| |
| Treasury equity | |
| (325,597 | ) | |
| (160,926 | ) |
| Accumulated deficit | |
| (583,407 | ) | |
| (649,004 | ) |
| Reserves | |
| 1,776,852 | | |
| 1,086,528 | |
| TOTAL
EQUITY | |
| 867,848 | | |
| 276,598 | |
| * | Amount
less than US$1,000 |
BITDEER
GROUP UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME / (LOSS)
| | |
Three
months ended Dec 31, | | |
Years
ended Dec 31, | |
| (US
$ in thousands) | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| | |
| | |
| | |
| | |
| |
| Revenue7 | |
| 224,835 | | |
| 69,018 | | |
| 620,253 | | |
| 349,782 | |
| Cost of revenue | |
| (214,265 | ) | |
| (63,919 | ) | |
| (559,261 | ) | |
| (283,382 | ) |
| Gross profit | |
| 10,570 | | |
| 5,099 | | |
| 60,992 | | |
| 66,400 | |
| Selling expenses | |
| (2,364 | ) | |
| (1,952 | ) | |
| (6,667 | ) | |
| (8,044 | ) |
| General and administrative expenses | |
| (28,780 | ) | |
| (17,668 | ) | |
| (84,415 | ) | |
| (64,317 | ) |
| Research and development expenses | |
| (35,197 | ) | |
| (22,898 | ) | |
| (153,876 | ) | |
| (76,946 | ) |
| Other operating income / (expenses) | |
| (43,809 | ) | |
| (3,670 | ) | |
| (21,352 | ) | |
| 727 | |
| Other net gain /
(loss) | |
| 208,933 | | |
| (479,778 | ) | |
| 365,038 | | |
| (507,479 | ) |
| Profit / (Loss) from
operations | |
| 109,353 | | |
| (520,867 | ) | |
| 159,720 | | |
| (589,659 | ) |
| Finance expenses | |
| (36,438 | ) | |
| (11,811 | ) | |
| (88,890 | ) | |
| (11,935 | ) |
| Profit / (Loss) before
taxation | |
| 72,915 | | |
| (532,678 | ) | |
| 70,830 | | |
| (601,594 | ) |
| Income tax benefit
/ (expenses) | |
| (2,373 | ) | |
| 761 | | |
| (5,233 | ) | |
| 2,443 | |
| Profit
/ (Loss) for the periods | |
| 70,542 | | |
| (531,917 | ) | |
| 65,597 | | |
| (599,151 | ) |
| Other comprehensive income
/ (loss) | |
| | | |
| | | |
| | | |
| | |
| Income / (Loss) for the periods | |
| 70,542 | | |
| (531,917 | ) | |
| 65,597 | | |
| (599,151 | ) |
| Other comprehensive income
/ (loss) for the periods | |
| | | |
| | | |
| | | |
| | |
| Item that may be reclassified
to profit or loss | |
| | | |
| | | |
| | | |
| | |
| - Exchange differences
on translation of financial statements | |
| 265 | | |
| (234 | ) | |
| 431 | | |
| (218 | ) |
| Other
comprehensive income / (loss) for the periods, net of tax | |
| 265 | | |
| (234 | ) | |
| 431 | | |
| (218 | ) |
| Total
comprehensive income / (loss) for the periods | |
| 70,807 | | |
| (532,151 | ) | |
| 66,028 | | |
| (599,369 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Earnings / (Loss) per
share | |
| | | |
| | | |
| | | |
| | |
| - Basic | |
| 0.31 | | |
| (3.22 | ) | |
| 0.32 | | |
| (4.36 | ) |
| - Diluted | |
| (0.73 | ) | |
| (3.22 | ) | |
| (1.43 | ) | |
| (4.36 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average number
of shares outstanding (thousands) | |
| | | |
| | | |
| | | |
| | |
| - Basic | |
| 225,305 | | |
| 165,427 | | |
| 204,679 | | |
| 137,426 | |
| - Diluted | |
| 268,150 | | |
| 165,427 | | |
| 234,319 | | |
| 137,426 | |
| 7 | Included
nil and approximately US$17.2 million generated from hosting service provided to a related
party for the three months and year ended December 31, 2024. |
| BITDEER GROUP
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
| | |
| | |
| | |
| | |
| |
| | |
Three
months ended Dec 31, | | |
Years
ended Dec 31, | |
| (US $ in thousands) | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| | |
| | |
| | |
| | |
| |
| Cash flows from operating
activities | |
| | |
| | |
| | |
| |
| Cash
used in operating activities | |
| (565,473 | ) | |
| (321,629 | ) | |
| (1,677,080 | ) | |
| (613,167 | ) |
| Interest paid on leases | |
| (1,045 | ) | |
| (902 | ) | |
| (4,028 | ) | |
| (3,473 | ) |
| Interest paid on borrowings | |
| (35,127 | ) | |
| (2,216 | ) | |
| (64,325 | ) | |
| (3,952 | ) |
| Interest received | |
| 1,964 | | |
| 1,653 | | |
| 7,797 | | |
| 7,115 | |
| Income tax paid | |
| (700 | ) | |
| (1,964 | ) | |
| (1,886 | ) | |
| (8,596 | ) |
| Income tax refund | |
| 844 | | |
| - | | |
| 844 | | |
| - | |
| Net
cash used in operating activities | |
| (599,537 | ) | |
| (325,058 | ) | |
| (1,738,678 | ) | |
| (622,073 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Cash flows from investing
activities | |
| | | |
| | | |
| | | |
| | |
| Purchase of property, plant and equipment,
investment properties and intangible assets | |
| (34,598 | ) | |
| (42,617 | ) | |
| (232,242 | ) | |
| (119,487 | ) |
| Payment for mining rigs | |
| (16,132 | ) | |
| (5,766 | ) | |
| (35,441 | ) | |
| (7,731 | ) |
| Purchase of financial assets at fair value
through profit or loss, net of refund received | |
| (2,024 | ) | |
| (425 | ) | |
| (5,426 | ) | |
| (2,776 | ) |
| Purchase of cryptocurrencies | |
| - | | |
| - | | |
| (18,159 | ) | |
| - | |
| Proceeds from disposal of property, plant
and equipment | |
| - | | |
| 54 | | |
| - | | |
| 298 | |
| Proceeds from disposal of cryptocurrencies | |
| 150,634 | | |
| 38,794 | | |
| 352,006 | | |
| 248,447 | |
| Cash paid for the site and gas-fired power
project in Alberta, Canada | |
| - | | |
| - | | |
| (21,881 | ) | |
| - | |
| Cash paid for business
acquisitions, net of cash acquired | |
| - | | |
| - | | |
| - | | |
| (6,051 | ) |
| Net
cash generated from / (used in) investing activities | |
| 97,880 | | |
| (9,960 | ) | |
| 38,857 | | |
| 112,700 | |
| | |
| | | |
| | | |
| | | |
| | |
| Cash flows from financing
activities | |
| | | |
| | | |
| | | |
| | |
| Capital element of lease rentals paid | |
| (2,211 | ) | |
| (6,540 | ) | |
| (7,995 | ) | |
| (9,676 | ) |
| Proceeds from borrowings | |
| - | | |
| - | | |
| 43,472 | | |
| - | |
| Repayments of borrowings | |
| (3 | ) | |
| (10,000 | ) | |
| (17,009 | ) | |
| (15,000 | ) |
| Borrowings from a related party | |
| 168,000 | | |
| - | | |
| 668,000 | | |
| - | |
| Repayments of borrowings to a related party | |
| (57,042 | ) | |
| - | | |
| (95,417 | ) | |
| - | |
| Proceeds from issuance of shares for exercise
of share rewards | |
| 170 | | |
| 4,412 | | |
| 3,517 | | |
| 5,170 | |
| Proceeds from issuance of ordinary shares
and warrants, net of transaction costs | |
| 141,530 | | |
| 321,918 | | |
| 401,347 | | |
| 485,108 | |
| Acquisition of treasury shares | |
| (35,000 | ) | |
| - | | |
| (65,010 | ) | |
| (617 | ) |
| Proceeds from convertible senior notes,
net of transaction costs | |
| 388,480 | | |
| 387,917 | | |
| 750,958 | | |
| 554,214 | |
| Repayments to convertible senior notes in
connection with note extinguishment | |
| (114,071 | ) | |
| (14,932 | ) | |
| (147,854 | ) | |
| (14,932 | ) |
| Purchase of capped call instrument | |
| (35,400 | ) | |
| - | | |
| (35,400 | ) | |
| - | |
| Purchase of zero-strike
call option | |
| - | | |
| (160,000 | ) | |
| (129,607 | ) | |
| (160,000 | ) |
| Net
cash generated from financing activities | |
| 454,453 | | |
| 522,775 | | |
| 1,369,002 | | |
| 844,267 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net increase / (decrease)
in cash and cash equivalents | |
| (47,204 | ) | |
| 187,757 | | |
| (330,819 | ) | |
| 334,894 | |
| Cash and cash equivalents at the beginning
of the period | |
| 196,252 | | |
| 291,314 | | |
| 476,270 | | |
| 144,729 | |
| Effect of movements
in exchange rates on cash and cash equivalents held | |
| 304 | | |
| (2,801 | ) | |
| 3,901 | | |
| (3,353 | ) |
| Cash
and cash equivalents at the end of the period | |
| 149,352 | | |
| 476,270 | | |
| 149,352 | | |
| 476,270 | |
Use of
Non-IFRS Financial Measures
In
evaluating the Company’s business, the Company considers and uses non-IFRS measures, adjusted EBITDA and adjusted loss, as
supplemental measures to review and assess its operating performance. The Company defines adjusted EBITDA as earnings before
interest, taxes, depreciation and amortization, further adjusted to exclude share-based payment expenses under IFRS 2, changes in
fair value of derivative liabilities, loss on extinguishment of convertible senior notes, changes in fair value of
cryptocurrency-settled receivables and payables, changes in fair value of cryptocurrency receivables, impairment of assets, other
expenses – one off donation, changes in fair value of derivative assets, changes in fair value of financial assets at fair
value through profit or loss, and changes in fair value of holdback shares for acquisition of FreeChain, and defines adjusted
profit/(loss) as profit/(loss) adjusted to exclude share-based payment expenses under IFRS 2, changes in fair value of derivative
liabilities, loss on extinguishment of convertible senior notes, changes in fair value of cryptocurrency-settled receivables and
payables, changes in fair value of cryptocurrency receivables, impairment of assets, other expenses – one off donation,
changes in fair value of derivative assets, changes in fair value of financial assets at fair value through profit or loss, and
changes in fair value of holdback shares for acquisition of FreeChain.
The Company
presents these non-IFRS financial measures because they are used by its management to evaluate its operating performance and formulate
business plans. The Company also believes that the use of these non-IFRS measures facilitate investors’ assessment of its operating
performance. These measures are not necessarily comparable to similarly titled measures used by other companies. As a result, investors
should not consider these measures in isolation from, or as a substitute analysis for, the Company’s loss for the periods, as determined
in accordance with IFRS. The Company compensates for these limitations by reconciling these non-IFRS financial measures to the nearest
IFRS performance measure, all of which should be considered when evaluating its performance. The Company encourages investors to review
its financial information in its entirety and not rely on a single financial measure.
The following
table presents a reconciliation of loss for the relevant period to adjusted EBITDA and adjusted loss, for the three and twelve months
ended December 31, 2025 and 2024.
| BITDEER GROUP
NON-IFRS ADJUSTED EBITDA AND ADJUSTED LOSS RECONCILIATION |
| | |
| | |
| | |
| | |
| |
| | |
Three
months ended Dec 31, | | |
Years
ended Dec 31, | |
| (US $ in thousands) | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| Adjusted EBITDA | |
| | | |
| | | |
| | | |
| | |
| Profit /
(Loss) for the periods | |
| 70,542 | | |
| (531,917 | ) | |
| 65,597 | | |
| (599,151 | ) |
| Add: | |
| | | |
| | | |
| | | |
| | |
| Depreciation and amortization | |
| 75,059 | | |
| 25,116 | | |
| 168,119 | | |
| 81,096 | |
| Income tax (benefit) / expenses | |
| 2,373 | | |
| (761 | ) | |
| 5,233 | | |
| (2,443 | ) |
| Interest expenses, net | |
| 36,380 | | |
| 8,729 | | |
| 91,725 | | |
| 10,050 | |
| Share-based payment expenses | |
| 8,602 | | |
| 8,658 | | |
| 38,493 | | |
| 33,968 | |
| Changes in fair value of derivative liabilities | |
| (276,552 | ) | |
| 469,501 | | |
| (444,861 | ) | |
| 498,167 | |
| Loss on extinguishment of convertible senior
notes | |
| 44,209 | | |
| 8,172 | | |
| 60,403 | | |
| 8,172 | |
| Changes in fair value of cryptocurrency-settled
receivables and payables | |
| (1,724 | ) | |
| 5,733 | | |
| 631 | | |
| 6,362 | |
| Changes in fair value of cryptocurrency
receivables | |
| 48,950 | | |
| - | | |
| 26,710 | | |
| - | |
| Impairment of assets8 | |
| 14,699 | | |
| - | | |
| 14,699 | | |
| - | |
| Other expenses - one off donation | |
| 1,250 | | |
| - | | |
| 1,250 | | |
| - | |
| Changes in fair value of derivative assets | |
| 3,543 | | |
| - | | |
| 3,543 | | |
| - | |
| Change in fair value of financial assets
at fair value through profit or loss | |
| 3,868 | | |
| (530 | ) | |
| 3,662 | | |
| (1,970 | ) |
| Changes in fair value of holdback shares
for acquisition of FreeChain | |
| - | | |
| 2,970 | | |
| - | | |
| 3,186 | |
| Total
of Adjusted EBITDA | |
| 31,199 | | |
| (4,329 | )2 | |
| 35,204 | | |
| 37,437 | 2 |
| | |
| | | |
| | | |
| | | |
| | |
| Adjusted Loss | |
| | | |
| | | |
| | | |
| | |
| Profit / (Loss) for the
periods | |
| 70,542 | | |
| (531,917 | ) | |
| 65,597 | | |
| (599,151 | ) |
| Add: | |
| | | |
| | | |
| | | |
| | |
| Share-based payment expenses | |
| 8,602 | | |
| 8,658 | | |
| 38,493 | | |
| 33,968 | |
| Changes in fair value of derivative liabilities | |
| (276,552 | ) | |
| 469,501 | | |
| (444,861 | ) | |
| 498,167 | |
| Loss on extinguishment of convertible senior
notes | |
| 44,209 | | |
| 8,172 | | |
| 60,403 | | |
| 8,172 | |
| Changes in fair value of cryptocurrency-settled
receivables and payables | |
| (1,724 | ) | |
| 5,733 | | |
| 631 | | |
| 6,362 | |
| Changes in fair value of cryptocurrency
receivables | |
| 48,950 | | |
| - | | |
| 26,710 | | |
| - | |
| Impairment of assets
8 | |
| 14,699 | | |
| - | | |
| 14,699 | | |
| - | |
| Other expenses - one off donation | |
| 1,250 | | |
| - | | |
| 1,250 | | |
| - | |
| Changes in fair value of derivative assets | |
| 3,543 | | |
| - | | |
| 3,543 | | |
| - | |
| Change in fair value of financial assets
at fair value through profit or loss | |
| 3,868 | | |
| (530 | ) | |
| 3,662 | | |
| (1,970 | ) |
| Changes in fair value
of holdback shares for acquisition of FreeChain | |
| - | | |
| 2,970 | | |
| - | | |
| 3,186 | |
| Total
of Adjusted Loss | |
| (82,613 | ) | |
| (37,413 | )2 | |
| (229,873 | ) | |
| (51,266 | )2 |
For
investor and media inquiries, please contact:
Investor
Relations
John Ragozzino Jr., CFA
ICR
bitdeer.IR@icrinc.com
Public
Relations
Nishant Sharma
BlocksBridge
Consulting
bitdeer@blocksbridge.com
| 8 | Impairment of assets for the year ended December 31, 2025 was
US$7.2 million and nil, respectively. In the year ended December 31, 2025, we recorded an impairment of US$4.7 million related to the
fire accident in Massillon Ohio site, US$8.7 million related to old model of whatsminers, and US$1.3 million related to our other assets
as they didn’t happen occasionally and do not represent normal operating expenses (or income) necessary to operate our business. |