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Bitdeer plans $400 million convertible notes offering

November 12, 2025 4:01 PM EST

Bitdeer Technologies Group (NASDAQ: BTDR) announced plans to offer $400 million in convertible senior notes due 2031 through a private placement to qualified institutional buyers. The Bitcoin mining and AI cloud company also intends to grant initial purchasers an option to buy an additional $60 million in notes.



The notes will be senior unsecured obligations that accrue interest payable semiannually. Upon conversion, Bitdeer may pay cash, Class A ordinary shares, or a combination of both at its discretion. The company has not disclosed the interest rate or initial conversion rate, which will be determined at pricing.



Bitdeer plans to use proceeds from the offering to pay for capped call transactions with financial institutions and cash consideration for concurrent note repurchase transactions. The remaining funds will support datacenter expansion, ASIC-based mining rig development and manufacturing, and expansion of its high-performance computing and AI cloud business, along with working capital and general corporate purposes.



The company intends to enter into capped call transactions designed to offset potential dilution from note conversions. These transactions may affect the market price of Bitdeer's Class A ordinary shares through derivative activities by counterparties.



Concurrently, Bitdeer announced a separate registered direct offering of Class A ordinary shares. The company plans to use proceeds from both offerings to repurchase a portion of its existing 5.25% convertible senior notes due 2029 through privately negotiated transactions.



The completion of the registered direct offering depends on completion of the notes offering and note repurchase transactions. The notes offering is not contingent on the other transactions.



Singapore-based Bitdeer operates datacenters in the United States, Norway, and Bhutan, providing Bitcoin mining solutions and AI cloud capabilities.


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