Core Viewpoint - Bitdeer Technologies Group plans to offer $400 million in Convertible Senior Notes due 2031, with an option for an additional $60 million, to qualified institutional buyers, subject to market conditions [1][2] Group 1: Notes Offering - The notes will be senior unsecured obligations of Bitdeer, accruing interest payable semiannually, with conversion options including cash, Class A ordinary shares, or a combination of both [2] - The interest rate and conversion terms will be determined at the time of pricing [2] Group 2: Use of Proceeds - Proceeds from the notes offering will be used for capped call transactions, datacenter expansion, ASIC mining rig development, and general corporate purposes [3] - If additional notes are purchased, proceeds will similarly support capped call transactions and business expansions [3] Group 3: Capped Call Transactions - Bitdeer plans to enter capped call transactions to mitigate potential dilution from the conversion of the notes [4] - These transactions will cover the number of Class A ordinary shares underlying the notes [4] Group 4: Concurrent Offerings - Bitdeer intends to conduct a registered direct offering of Class A ordinary shares to fund the repurchase of its 5.25% convertible senior notes due 2029 [8][9] - The completion of the registered direct offering is contingent on the successful execution of the notes offering and note repurchase transactions [9] Group 5: Market Activity - The option counterparties may engage in derivative transactions that could influence the market price of Class A ordinary shares and the notes [5][6] - Hedged holders of the November 2029 notes may unwind their hedge positions, potentially impacting the market price of the shares [10] Group 6: Company Overview - Bitdeer is a leading technology company specializing in Bitcoin mining and AI cloud services, with operations in the United States, Norway, and Bhutan [13] - The company provides comprehensive solutions for Bitcoin mining, including equipment procurement and datacenter management [13]

Core Viewpoint - Bitdeer Technologies Group plans to offer Class A ordinary shares to holders of its 5.25% convertible senior notes due 2029 in a registered direct offering, subject to market conditions [1][2]. Group 1: Offering Details - The number of Class A ordinary shares and their price will be determined at the pricing of the registered direct offering [1]. - The registered direct offering is contingent on the completion of a separate notes offering and note repurchase transactions [2]. - Barclays Capital Inc. is acting as the placement agent, while ICR Capital LLC serves as the financial advisor for the offering [4]. Group 2: Use of Proceeds - Net proceeds from the registered direct offering will be used, along with proceeds from a separate notes offering, to repurchase a portion of the November 2029 notes [2]. Group 3: Company Overview - Bitdeer is a leading technology company specializing in Bitcoin mining and AI cloud solutions, providing comprehensive services including equipment procurement, logistics, datacenter design, and operations [5]. - The company is headquartered in Singapore and has datacenters in the United States, Norway, and Bhutan [5].