SEC Form 6-K filed by Bitdeer Technologies Group

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 January 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 (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No. 333-278029, No. 333-280041 and No. 333-283732) and Form S-8 (No. 333-272858 and No. 333-275342), to the extent not superseded by documents or reports subsequently filed or furnished.

 

EXPLANATORY NOTE

 

 

On January 3, 2025, the Company filed a prospectus supplement (the “Prospectus Supplement”) to register the offer, sale and issuance of up to an aggregate of US$1,000,000,000 of the Class A ordinary shares (the “Shares”) in accordance with the Sales Agreement, under the Securities Act of 1933, as amended and pursuant to the Company’s registration statement on Form F-3 (File No. 333-283732), which was declared effective by the Securities and Exchange Commission on December 18, 2024. The timing and extent of the use of the ATM Program will be at the discretion of the Company.

 

Pursuant to the Sales Agreement, the sales agents may sell the Shares by any method permitted that is deemed an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. The sales agents will use commercially reasonable efforts consistent with their normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Capital Market to sell the Shares from time to time, based upon instructions from the Company.

 

The foregoing summary of the Sales Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Sales Agreement, which is filed herewith as Exhibit 1.1 and incorporated by reference herein.

 

A copy of the opinion of Ogier, Cayman counsel to the Company, relating to the validity of the Shares to be issued pursuant to the Sales Agreement is filed herewith as Exhibit 5.1.

 

 

EXHIBITS

 

† Schedules and certain portions of the exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules, or any section thereof, to the SEC upon request.

 

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.

 

 

---