SEC Form 424B5 filed by Bitdeer Technologies Group

Sole Book-Running Manager

BTIG

Co-Managers

A.G.P.

The Benchmark Company, LLC

Needham & Company

Roth Capital Partners

Issuer:

Bitdeer Technologies Group, a Cayman Islands exempted company.

Ticker / Exchange for our Class A ordinary shares, par value US$0.0000001 per share (“Class A ordinary shares”):

BTDR / Nasdaq Capital Market (“Nasdaq”)

Title of Securities:

8.50% Convertible Senior Notes due 2029 (the “notes”)

Principal Amount:

US$150,000,000, plus up to an additional US$22,500,000 principal amount of the notes pursuant to the underwriters’ over-allotment option.

Denominations:

US$1,000 and integral multiples of US$1,000 in excess thereof

Maturity:

August 15, 2029, unless earlier converted, redeemed or repurchased

Interest Rate:

8.50% per year, accruing from the Settlement Date

Interest Payment Dates:

February 15 and August 15 of each year, beginning on February 15, 2025

Record Dates:

February 1 and August 1 of each year, immediately preceding any February 15 or August 15 interest payment date, as the case may be

Public Offering Price:

100% of the principal amount of the notes, plus accrued interest, if any, from the Settlement Date

Nasdaq Last Reported Sale Price of Class A ordinary shares on August 15, 2024:

US$6.33 per share

Initial Conversion Rate:

117.0207 Class A ordinary shares per US$1,000 principal amount of notes, subject to adjustment

Initial Conversion Price:

Approximately US$8.55 per Class A ordinary share

Conversion Premium:

Approximately 35% above the Nasdaq Last Reported Sale Price on August 15, 2024

Trade Date:

August 16, 2024

Settlement Date:

August 20, 2024 (T+2)¹

Use of Proceeds:

We estimate the net proceeds from this offering will be approximately US$144.5 million (or approximately US$166.3 million if the underwriters exercise their over-allotment option to purchase additional notes in full), after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

 

We intend to use the net proceeds from this offering for datacenter expansion, ASIC based mining rig development as well as working capital and other general corporate purposes.

 

See “Use of Proceeds” in the Preliminary Prospectus Supplement for additional information.

Sole Book-Running Manager:

BTIG, LLC

Co-Managers:

A.G.P./Alliance Global Partners

The Benchmark Company, LLC

Needham & Company LLC

Roth Capital Partners, LLC

CUSIP:

09175R AA8

ISIN:

US09175RAA86

Underwriting Discounts and Commissions:

US$30 per US$1,000 principal amount of the notes

Optional Redemption:

We may redeem for cash all or any part of the notes (subject to the partial redemption limitation described below), at our option, on or after August 20, 2027 and prior to the 41st scheduled trading day immediately preceding the maturity date, if the last reported sale price of our Class A ordinary shares has been at least 150% of the conversion price for the notes 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 we provide notice of optional redemption 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, we may not redeem less than all of the outstanding notes at our 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 we send the related notice of optional redemption (and after giving effect to the delivery of such notice of optional redemption).

 

No “sinking fund” is provided for the notes, which means that we are not required to redeem or retire the notes periodically.

 

See “Description of the Notes—Optional Redemption” in the Preliminary Prospectus Supplement.

Cleanup Redemption:

We may redeem for cash all but not part of the notes at any time prior to the 41st scheduled trading day immediately preceding the maturity date if less than US$25 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.

 

See “Description of the Notes—Cleanup Redemption” in the Preliminary Prospectus Supplement.

Tax Redemption:

If we have, or on the next interest payment date would, become obligated to pay any additional amounts as a result of (i) any change or amendment on or after the date of the Preliminary Prospectus Supplement in the laws or any rules or regulations of a relevant taxing jurisdiction, or (ii) any change on or after the date of the Preliminary Prospectus Supplement in an interpretation, administration or application of such laws, rules or regulations, as further described under “Description of the Notes—Tax Redemption” in the Preliminary Prospectus Supplement, we may, at our option, redeem all but not part of the notes at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest, if any, to, but not including, the redemption date and any additional amounts with respect to such redemption price.

 

Upon our giving a notice of tax redemption, a holder may elect not to have its notes redeemed, in which case such holder would not be entitled to receive the additional amounts referred to in “Description of the Notes—Additional Amounts” in the Preliminary Prospectus Supplement after the redemption date with respect to the applicable change in tax law.

 

See “Description of the Notes—Tax Redemption” in the Preliminary Prospectus Supplement.

Repurchase upon Fundamental Change:

If we undergo a “fundamental change” (as defined in the Preliminary Prospectus Supplement under “Description of the Notes—Repurchase upon Fundamental Change”), subject to certain conditions and a limited exception described in the Preliminary Prospectus Supplement, holders may require us to repurchase for cash all or part of their notes in principal amounts of US$1,000 or an integral multiple thereof. The fundamental change repurchase price will be equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

 

See “Description of the Notes—Repurchase upon Fundamental Change” in the Preliminary Prospectus Supplement.

Additional Amounts:

All payments and deliveries made by, or on behalf of, us or any successor to us under or with respect to the notes, including, but not limited to, payments of principal (including, if applicable, the redemption price and the fundamental change repurchase price), payments of interest and payments of cash and/or deliveries of Class A ordinary shares (together with payments of cash for any fractional Class A ordinary shares, if applicable) upon conversion, will be made without withholding or deduction, unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required by certain jurisdictions, we will pay such additional amounts as may be necessary to ensure that the net amount received by the holders of the notes after such withholding or deduction (and after deducting any taxes on the additional amounts) will equal the amounts that would have been received by such holders had no such withholding or deduction been required, subject to certain exceptions.

See “Description of the Notes—Additional Amounts” in the Preliminary Prospectus Supplement.

Interest Make-Whole Conversion Rate Adjustment upon Certain Conversions:

If you surrender your notes for conversion at any time during the period from, and including, the date that is six months after the last date of original issuance of the notes until the close of business on the business day immediately preceding August 1, 2027 (other than a conversion in connection with a make-whole fundamental change or a cleanup redemption or a tax redemption), we will increase the conversion rate per $1,000 principal amount of notes to be converted by a number of additional Class A ordinary shares (such increase, an “interest make-whole conversion rate adjustment”) equal to (i) the sum of the remaining scheduled payments of interest that would have been made on $1,000 principal amount of the notes to be converted had such notes remained outstanding from the conversion date through August 15, 2027, divided by (ii) the greater of (x) the conversion price as of the applicable conversion date and (y) the simple average of the daily VWAP (as defined under “Description of Notes—Settlement upon Conversion” in the Preliminary Prospectus Supplement) of the Class A ordinary shares for the ten consecutive trading days ending on and including the trading day immediately preceding such conversion date.

See “Description of the Notes— Interest Make-Whole Conversion Rate Adjustment upon Certain Conversions” in the in the Preliminary Prospectus Supplement.

Adjustment to Class A Ordinary Shares Delivered upon Conversion upon a Make-Whole Fundamental Change or our Election to

Redeem the Notes:

Holders who convert their notes in connection with a “make-whole fundamental change” (as defined in the Preliminary Prospectus Supplement) occurring prior to the maturity date or convert their notes called for redemption (or deemed called for redemption) during the related “redemption period” (as defined in the Preliminary Prospectus Supplement) may be entitled to an increase in the conversion rate for the notes so surrendered for conversion as set forth in the Preliminary Prospectus Supplement under the captions “Description of Notes—Conversion Rights—Adjustment to Class A Ordinary Shares Delivered upon Conversion upon a Make-Whole Fundamental Change” and “Description of Notes—Conversion Rights—Adjustment to Conversion Rate upon Conversion in Connection with an Optional Redemption, a Cleanup Redemption or a Tax Redemption.”