Bitdeer (BTDR) raises US$400M notes, equity to fund US$200M buyback

Bitdeer Technologies Group (BTDR) reports two major capital markets transactions.

Rhea-AI Filing Summary

Bitdeer Technologies Group (BTDR) reports two major capital markets transactions. The company closed a private placement of US$400.0 million principal amount of 4.00% Convertible Senior Notes due 2031, with initial purchasers holding an option to buy up to an additional US$60.0 million principal amount within 13 days beginning on November 17, 2025.

On November 19, 2025, Bitdeer completed a registered direct equity offering of 10,661,140 Class A ordinary shares at US$13.94 per share. The company used the net proceeds from this equity sale, together with a portion of the net proceeds from the new convertible notes, to fund note repurchase transactions for US$200.0 million aggregate principal amount of its existing 5.25% convertible senior notes due 2029. Barclays Capital Inc. acted as exclusive placement agent for the equity offering.

Insights

Capital structure and credit analyst

Bitdeer refinances part of its 2029 notes using new 2031 converts and equity.

Bitdeer Technologies Group completed a private placement of 4.00% Convertible Senior Notes due 2031 with principal of US$400.0 million and an initial purchasers’ option for up to an additional US$60.0 million. In parallel, it raised equity by selling 10,661,140 Class A ordinary shares at US$13.94 per share in a registered direct offering.

The company states that net proceeds from the equity offering, combined with a portion of the net proceeds from the new convertible notes, funded repurchases of US$200.0 million aggregate principal amount of its existing 5.25% convertible senior notes due 2029. This shifts part of its obligations from the 2029 notes into a mix of longer-dated 2031 convertibles and new equity.

Actual effects on leverage, interest cost, and potential dilution depend on total equity issued over time and how much of the converts are ultimately exercised or converted, which are not detailed here. Subsequent company disclosures may provide more information on remaining outstanding 2029 notes and any future use of the purchasers’ option for additional 2031 notes.

FAQ

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What capital markets transactions did Bitdeer Technologies Group (BTDR) announce in this Form 6-K?

Bitdeer Technologies Group reported the closing of a private placement of its 4.00% Convertible Senior Notes due 2031 with principal of US$400.0 million, plus an option for up to an additional US$60.0 million, and a registered direct equity offering of 10,661,140 Class A ordinary shares at US$13.94 per share.

How much did Bitdeer raise through its 4.00% Convertible Senior Notes due 2031?

Bitdeer completed a private placement of US$400.0 million principal amount of 4.00% Convertible Senior Notes due 2031, and initial purchasers have an option to purchase up to an additional US$60.0 million principal amount within a 13-day period beginning on November 17, 2025.

What were the key terms of Bitdeers recent equity offering?

On November 19, 2025, Bitdeer completed a registered direct offering of 10,661,140 Class A ordinary shares at a price of US$13.94 per share, conducted under a prospectus supplement dated November 12, 2025 and a base prospectus dated December 18, 2024.

How did Bitdeer use the proceeds from the equity and convertible notes offerings?

Bitdeer used the net proceeds from the equity offering, together with a portion of the net proceeds from the 4.00% Convertible Senior Notes due 2031, to fund note repurchase transactions for US$200.0 million aggregate principal amount of its existing 5.25% convertible senior notes due 2029.

Which institution acted as placement agent for Bitdeers equity offering?

Barclays Capital Inc. acted as the exclusive placement agent for Bitdeers registered direct equity offering, under a placement agency agreement dated November 12, 2025 that includes reimbursement of certain costs, expenses, fees and taxes, as well as customary representations, warranties and indemnification provisions.

Are the transactions in this Form 6-K linked to Bitdeers existing convertible notes due 2029?

Yes. Bitdeer entered into share purchase agreements with institutional investors holding its existing 5.25% convertible senior notes due 2029 and used net proceeds from the equity offering and a portion of the new 2031 convertible notes proceeds to repurchase US$200.0 million aggregate principal amount of those existing notes.

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Accepted by SEC EDGAR 11/19/2025 - 04:01 PM Learn about SEC filing dates

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 November 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  ☐

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.

EXPLANATORY NOTE

Convertible Notes Offering

Exhibits 4.1, 4.2 and 4.3 relate to the closing of the offering of Bitdeer Technologies Group’s 4.00% Convertible Senior Notes due 2031 (the “Convertible Notes Offering”), which, as previously disclosed, priced on November 12, 2025. On November 17, 2025, Bitdeer Technologies Group (the “Company”) on November 17, 2025 closed its private placement of US$400.0 million principal amount of 4.00% Convertible Senior Notes due 2031 (the “notes”). Initial purchasers of the notes have an option to purchase up to an additional US$60.0 million principal amount of the notes, within a 13-day period beginning on, and including, November 17, 2025.

Equity Offering

On November 19, 2025, the Company completed a registered direct offering of 10,661,140 of its Class A ordinary shares at a price of US$13.94 per share (the “Equity Offering”). In connection with the Equity Offering, the Company entered into individually negotiated share purchase agreements with certain institutional investors holding the Company’s existing 5.25% convertible senior notes due 2029 (the “Existing Notes”). The Company used the net proceeds from the Equity Offering, together with a portion of the net proceeds from the Convertible Notes Offering, to fund certain note repurchase transactions with respect to US$200.0 million aggregate principal amount to the Existing Notes. 

The Equity Offering was made pursuant to a prospectus supplement, dated November 12, 2025, and filed with the Securities and Exchange Commission on November 14, 2025, and the base prospectus, dated December 18, 2024, filed as part of the Company’s shelf registration statement (File No. 333-283732) that became effective under the Securities Act of 1933, as amended, on December 18, 2024. 

Barclays Capital Inc. acted as the exclusive placement agent (the “Placement Agent”) in connection with the Equity Offering pursuant to that certain placement agency agreement (the “Placement Agency Agreement”), dated as of November 12, 2025, by and between the Company and the Placement Agent. Pursuant to the Placement Agency Agreement, the Company agreed to reimburse the Placement Agent for certain costs, expenses, fees and taxes in connection with the Equity Offering. The Placement Agency Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature.

The foregoing summary of the Placement Agency Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Placement Agency Agreement, which is attached as Exhibit 1.1 to this Form 6-K and incorporated herein by reference. 

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EXHIBITS

Exhibit No.		Description
1.1		Placement Agency Agreement, dated November 12, 2025, by and between Bitdeer Technologies Group and Barclays Capital Inc., as placement agent.
4.1		Indenture, dated November 17, 2025, by and between Bitdeer Technologies Group and U.S. Bank Trust Company, National Association
4.2*		Form of Capped Call Confirmation
4.3		Form of Global Note, representing Bitdeer Technologies Group’s 4.00% Convertible Senior Notes due 2031 (included as exhibit A to the Indenture filed as Exhibit 4.1)
5.1		Opinion of Ogier relating to the Class A ordinary shares and the Equity Offering
23.1		Consent of Ogier (included in Exhibit 5.1)

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

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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:	Chairman of the Board and Chief Executive Officer

Date: November 19, 2025

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