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BTDR 6-K

Bitdeer Technologies Group (BTDR)

6-K 2026-08-10 For: 2026-08-10
View Original
Added on August 10, 2026

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 August 2026

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No. 333-278029, No. 333-280041 and No. 333-283732) and Form S-8 (No. 333-272858 and No. 333-275342), to the extent not superseded by documents or reports subsequently filed or furnished.

1

EXHIBITS

Exhibit No. Description
99.1 Press Release – Bitdeer Reports Unaudited Financial Results for the Second Quarter of 2026

2

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<br>Technologies Group
By: /s/<br>Jihan Wu
Name: Jihan<br>Wu
Title: Chief<br>Executive Officer

Date: August 10, 2026

3

Exhibit 99.1

Bitdeer Reports Unaudited Financial Results for the Second Quarter of 2026

August 10, 2026

SINGAPORE, August 10, 2026 (GLOBE NEWSWIRE) -- Bitdeer Technologies Group (NASDAQ: BTDR) (“Bitdeer” or the “Company”), a world-leading technology company for Bitcoin mining and AI infrastructure, today released its unaudited financial results for the second quarter ended June 30, 2026.

Q2 2026 Financial^1^ Highlights

All amounts compared to Q2’25 unless otherwise noted

Total<br>revenue was US$228.8 million vs. US$155.6 million.
Cost<br>of revenue was US$237.3 million vs. US$143.6 million.
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Gross<br>loss was US$8.5 million vs. gross profit US$12.0 million.
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Net<br>loss was US$92.3 million vs. US$62.9 million.
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Adjusted<br>EBITDA^2^ was US$31.1 million vs. US$4.6 million.
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Cash,<br>cash equivalents and restricted cash were US$496.3 million as of June 30, 2026.
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Digital<br>assets and digital assets - receivable balance: US$196.9 million as of June 30,<br>2026.
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Management Commentary

“The second quarter reflected steady progress across our platform. Earlier this month, we converted a meaningful portion of our power portfolio into long term, contracted revenue with the Tydal, Norway agreement, our first large-scale proof point for the colocation strategy we plan to continue to build upon”, said Michael G. Potter, Chief Financial Officer. “Our AI Cloud revenue continues to scale, alongside our mining business as our SEALMINER fleet comes online. Together, these results show the advantage of owning the fully integrated vertical stack, from power, to hardware, and infrastructure.”

^1^ Effective<br>January 1, 2026, the Company transitioned from IFRS Accounting Standards as issued by the International Accounting Standards Board<br>(“IASB”) to generally accepted accounting principles in the United States of America (“U.S. GAAP”). The consolidated<br>financial statements for prior periods have been recast to conform to U.S. GAAP.
^2^ “Adjusted<br>EBITDA” is defined as earnings before interest, taxes, depreciation and amortization, further adjusted to exclude share-based<br>compensation expense, share of earnings (losses) from equity method investments, change in fair value of digital assets held for<br>operations, change in fair value of digital assets-settled receivable and payable, change in fair value of digital assets - receivable,<br>change in fair value of digital assets loan, change in fair value of derivative instruments, net gains (losses) on disposal of property,<br>plant and equipment and other net gains (losses).

Operational Summary

Three<br>Months Ended<br>June 30
Metric 2026 2025
Hash Rate Metrics:
Self-Mining (Operated in self-owned<br>datacenters) 73.0 16.5
Other Proprietary Hash Rate3 4.9 0.2
Hosting4 8.2 13.9
Total Hash Rate under Mgmt.5<br>(EH/s) 86.1 30.6
Co-Mining (Operated<br>in 3rd party datacenters) 15.9 -
Mining Rig Metrics:
Self-Mining6 243,000 114,000
Hosted 46,000 86,000
Total Mining Rigs under<br>Mgmt. 289,000 200,000
Co-Mining7 56,000 -
BTC Mined8 2,694 565
BTC Held9 150 1,502
Total Power Usage (MWh) 2,537,000 1,180,000
Average cost of electricity (/MWh) 44 43
Average miner efficiency<br>(J/TH) 15.8 25.7

All values are in US Dollars.

^3^ Other<br>Proprietary Hash Rate includes the hashrate from Bitdeer’s cloud hashrate business,<br>mining rigs delivered in the crypto mining datacenters but not deployed and the mining rigs<br>temporarily offline due to limited economic benefit.
^4^ Hostingencompasses a one-stop mining machine hosting solution including deployment, maintenance,<br>and management services for efficient cryptocurrency mining.
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^5^ Total<br>hash rate under management across Bitdeer’s primary business lines: Self-mining,<br>Cloud Hash Rate, and Hosting.
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^6^ Self-Mining<br>(Operated in self-owned datacenters) refers to cryptocurrency mining for Bitdeer’s<br>own account, whereby its mining rigs are operated in self-owned datacenters.
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^7^ Co-mining<br>(Operated in 3^rd^ party datacenters) refers to cryptocurrency mining for Bitdeer’s<br>own account, whereby its mining rigs are operated in third-party datacenters.
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^8^ Bitcoins<br>mined Includes BTC from self-mining operations and BTC from co-mining operations.
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^9^ Bitcoins<br>held does not include Bitcoins from customer deposits.
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2

Power Infrastructure Summary (As of 7/31/2026)

Site (MW) Capacity Ready for Service time^10^ Planned Usage Construction Update
Online Electrical Capacity:
1) Rockdale, TX 563 Online Crypto to Colocation / AI Cloud In active evaluation of AI transition
2) Knoxville, TN 86 Q3’27 Crypto to AI Cloud To meet customer demand for larger scale deployments, we have fully redesigned the project, with overall completion now targeted for Q3 ’27.
3) Wenatchee, WA 13 To be updated Crypto to AI Cloud AI data center design documents and building permit application submitted for approval. Core equipment is being delivered in succession, and the mining datacenter has been removed. We plan to change the design to accommodate the latest NVIDIA GPUs.
4) Molde, Norway 84 Online Crypto and in early assessment of converting to AI Cloud
5) Tydal, Norway – phase 1 66.5 Q4’26 Colocation $4.7 Billion, 16-Year AI/HPC Data Center Lease with Volta. 121 IT MW will be configured to run NVIDIA GPUs for the end customer, a leading AI lab.
6) Tydal, Norway – phase 2 66.5 Q1’27 Colocation
7) Tydal, Norway – phase 3 47 H2’27 Colocation / AI Cloud Bitdeer is developing two additional data halls, totaling 47 MW gross for future AI / HPC use cases.
8) Gedu, Bhutan 100 Online Crypto
9) Jigmeling, Bhutan 500 Online Crypto
10) Oromia Region, Ethiopia 50 Online Crypto
11) Massillon, OH 174 Online Crypto
12) Cyberjaya, Malaysia^11^ 2 Online AI Cloud
Online Electrical Subtotal: 1,752
^10^ Indicative<br>timing for completion of power, or where substation power is already available, completion<br>of the engineering required to make it usable and commissioned, independent of tenant equipment<br>delivery. All timing references are to calendar quarters and years, and these forward-looking<br>estimates remain subject to delays and risks
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3

Pipeline Electrical Capacity:
1) Massilon, OH 21 / 26 Q3’26 Crypto Due to delivery delays<br>for key electrical components, 21 MW is expected to be energized in phases during Q3’26. Reconstruction of the two fire-damaged<br>buildings (26MW) is currently underway and expected to be rebuilt and energized by the end of Q3’26. A significant portion<br>of the reconstruction cost has now been successfully recovered through the supplier’s insurance.
2) Clarington, OH 570 To be updated Colocation / Crypto 570 MW of power under contract<br>with a local utility. Timing of power availability and construction may be affected by ongoing legal proceedings filed by a neighboring<br>company, American Heavy Plate Solutions, LLC., which is under extensive influence from MHR, a New York based PE firm founded by Mark<br>H. Rachesky. Design and other preparation work continues.
3) Weathersfield, OH<br><br>(formerly referred to as “Niles”) 300 Q4’28 Colocation / AI Cloud 300 MW grid-interconnected<br>development site, with target energization in Q4’28. The project includes 41.8 acres of owned land and a transmission line<br>extension agreement with a local utility company
4) Rockdale, TX 179 2026 Crypto / Colocation / AI<br>Cloud In Planning
5) Fox Creek, Alberta, Canada 101 Q4’27 Crypto 101 MW site acquired, fully<br>licensed and permitted for the construction of an on-site natural gas power plant. Energization time is now expected for Q4 2027.<br>Data center design accommodating both AIDC and crypto is currently underway, following the power plant groundbreaking in June 2026.
6) Cyberjaya, Malaysia 9.5 Q4’26 AI Cloud In Progress
7) Johor Bahru, Malaysia^11^ 21.7 Q1’27 AI Cloud 10-year lease agreement<br>signed for new data center to provide 21.7 IT MW, with handover to Bitdeer expected Q1’27. Facility planned to support deployment<br>of 128 NVIDIA GB300 NVL72 systems.
Pipeline Electrical Subtotal: 1,228.2
Total Global Electrical Capacity: 2,980.2
^11^ Capacity<br>under lease arrangement
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4

Financial MD&A

Effective January 1, 2026, the Company transitioned from IFRS Accounting Standards as issued by the International Accounting Standards Board (“IASB”) to generally accepted accounting principles in the United States of America (“U.S. GAAP”). The consolidated financial statements for prior periods have been recast to conform to U.S. GAAP.

All variances reflect current quarter compared to the same quarter last year. All figures in this section are rounded^12^.

Q2 2026 High-Level P&L and Disaggregated Revenue Details:

US<br>in millions Three<br>Months Ended
30-June-26 31-Mar-26 30-June-25
Total revenue 228.8 188.9 155.6
Cost of revenue (237.3 ) (228.0 ) (143.6 )
Gross profit (loss) (8.5 ) (39.0 ) 12.0
Net loss (92.3 ) (159.5 ) (62.9 )
Adjusted EBITDA 31.1 14.4 4.6
Cash, cash equivalents and restricted cash 496.3 297.7 318.9

All values are in US Dollars.

US in millions Three<br>months ended June 30, 2026
Business line Self-mining Co-mining AI Cloud Cloud hash<br><br>rate General<br><br>hosting Membership<br><br>hosting Sales of<br><br>SEALMINERs<br><br>and<br><br>Accessories
Revenue 168.4 25.0 14.0 3.7 2.8 12.8 0.4
Cost of revenue
Including:
- Electricity cost in operating mining rigs (84.7 ) (13.3 ) - (1.8 ) (2.3 ) (9.4 ) -
- Depreciation and SBC expenses (79.8 ) (12.7 ) (4.0 ) (1.7 ) (0.2 ) (1.1 ) -
- Cost of products sold - - - - - - (0.2 )
- Other costs (6.5 ) (2.9 ) (12.3 ) (0.3 ) (0.2 ) (1.0 ) -
Total cost of revenue (171.0 ) (28.8 ) (16.3 ) (3.8 ) (2.8 ) (11.6 ) (0.2 )
Gross profit (loss) (2.7 ) (3.9 ) (2.3 ) (0.1 ) - 1.3 0.1

All values are in US Dollars.

^12^ Figures<br>may not add due to rounding.

5

US in millions Three<br>months ended June 30, 2025
Business line Self-mining AI<br>Cloud Cloud<br>hash<br><br>rate General<br><br>hosting Membership<br><br>hosting Sales<br>of<br><br>SEALMINERs<br><br>and<br><br>Accessories
Revenue 59.3 1.3 - 9.3 14.6 69.5
Cost of revenue
Including:
- Electricity cost in operating mining rigs (33.4 ) - - (6.9 ) (11.0 ) -
- Depreciation and SBC expenses (12.0 ) (1.1 ) - (1.1 ) (1.7 ) -
- Cost of products sold - - - - - (60.0 )
- Other costs (9.9 ) (0.9 ) - (1.2 ) (1.9 ) (0.6 )
Total cost of revenue (55.3 ) (2.0 ) - (9.2 ) (14.6 ) (60.6 )
Gross profit (loss) 4.0 (0.7 ) - 0.2 (0.1 ) 8.9

All values are in US Dollars.

Q2 2026 Management’s Discussion and Analysis (compared to Q2 2025)

Revenue

Total<br>revenue was US$228.8 million vs. US$155.6 million.
Self-mining<br>revenue was US$168.4 million vs. US$59.3 million, primarily due to the increase<br>in the average self-mining hashrate for the quarter by 389.4% to 69.5EH/s from 14.2 EH/s<br>in the prior year period, partially offset by a lower average Bitcoin price at which mining<br>rewards were recognized.
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Co-mining<br>revenue was US$25.0 million, primarily contributed by 11.4 EH/s average mining hashrate<br>for the second quarter of 2026.
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AI<br>Cloud revenue was US$14.0 million vs. US$1.3 million.
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Cloud<br>Hash Rate revenue was US$3.7 million vs. Nil.
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General<br>Hosting revenue was US$2.8 million vs. US$9.3 million.
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Membership<br>Hosting revenue was US$12.8 million vs. US$14.6 million.
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SEALMINER<br>sales revenue was US$0.4 million vs. US$69.5 million.
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6

Cost of Revenue

Cost<br>of revenue was US$237.3 million vs. US$143.6 million. The increase was primarily<br>driven by higher electricity and depreciation costs as a significant number of new mining<br>rigs came online and a slightly higher per unit power cost. Additionally, the staff cost,<br>AI cloud service fee, and hosting fees for the Co-mining business increased with the growth<br>of these businesses.

Gross loss and Margin

Gross<br>loss was US$8.5 million vs. gross profit US$12.0 million.
Gross<br>margin was -3.7% vs. 7.7%.
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Operating Expenses

The<br>sum of the operating expenses below was US$72.6 million vs. US$42.2 million.
o Selling<br>expenses were US$2.2 million vs. US$1.6 million. The increase was primarily due to a US$0.6<br>million increase in advertising expenses for our AI business and a US$0.3 million increase<br>in staff costs, driven by an increase in headcount.
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o General<br>and administrative expenses were US$34.3 million vs. US$20.0 million. The increase was primarily<br>due to a US$6.8 million increase in staff costs, driven by an increase in general and administrative<br>headcounts, and a US$4.8 million increase in consulting fees for general corporate management<br>and compliance activities.
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o Research<br>and development expenses were US$36.1 million vs. US$20.6 million, primarily due to a one-off<br>incremental development expense and a US$3.2 million increase in staff costs driven by higher<br>headcount, partially offset by a US$2.6 million decrease in share-based payment expenses.
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Loss<br>on change in fair value of digital assets held for operations was US$4.6 million vs. gain<br>of US$40.7 million.
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In<br>Q2 2026, we recorded other operating expenses of US$16.0 million, primarily comprising net<br>loss of US$17.2 million on disposal of property and net gain of US$1.4 million on the change<br>in fair value of digital assets-settled receivables and payables. In Q2 2025, we recorded<br>other operating expenses of US$5.9 million, primarily comprising net loss of US$5.7 million<br>on the change in fair value of digital assets-settled receivables and payables.
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Non-operating items

Net<br>interest expenses were US$31.1 million vs. US$9.6 million, primarily due to increased borrowing<br>through the convertible senior notes and borrowing from a related party.
In<br>Q2 2026, we recorded US$14.8 million gain on change in fair value of digital assets loan.<br>This is a fair value change of our loan in digital assets in connection with our loan from<br>a related party mainly due to the fluctuations of Bitcoin price.
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7

In<br>Q2 2026, we recorded gain on fair value changes of derivative instruments of US$13.0 million<br>for our power purchase arrangements in Norway. In Q2 2025, we recorded loss of US$39.7 million<br>for the convertible senior notes issued in August 2024 and Tether warrants, both of which<br>were retired in 2025.
In<br>Q2 2026, we recorded other net gains of US$4.5 million, primarily comprising US$4.3 million<br>of compensation received from insurance to recover the Massillon site fire damage loss. In<br>Q2 2025, we recorded other net losses of US$17.3 million, primarily a US$16.2 million loss<br>on extinguishment of the convertible senior notes.
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Net Loss

Net<br>loss was US$92.3 million vs. US$62.9 million.

Adjusted Loss (Non-GAAP)^13^

Adjusted<br>loss was US$96.0 million vs. US$30.9 million. The change was primarily due to the higher<br>energy and depreciation costs, and higher interest expense, partially offset by the year-over-year<br>higher revenue.

Adjusted EBITDA (Non-GAAP)^2^

Adjusted<br>EBITDA was US$31.1 million vs. US$4.6 million. The year-over-year growth was primarily<br>driven by significantly higher Self-mining and Co-mining hashrate as a result of the Company’s<br>mass production and deployment of SEALMINERs, offset by higher operating expenses incurred.

Cash Flows

Net<br>cash used in operating activities was US$158.5 million, primarily driven by electricity costs<br>from the mining business, general corporate overhead and interest expense.
Net<br>cash used in investing activities was US$68.4 million, which included US$266.0 million of<br>capital expenditures, of which US$150.0 million was the payments for the production of SEALMINERs<br>used for Self-mining and Co-mining businesses and US$116.0 million was for datacenter infrastructure<br>construction, GPU equipment procurement and tariffs and freight for mining rigs delivered<br>to the datacenters, and US$195.5 million of proceeds from the disposal of digital assets.
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Net<br>cash provided by financing activities was US$428.9 million, primarily driven by the net proceeds<br>of a total US$517.3 million from our borrowings and ATM program, partially offset by US$90.0<br>million of repayments of borrowings.
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^13^ “Adjusted<br>income (loss)” is defined as income (loss) adjusted to exclude share-based compensation<br>expense, share of earnings (losses) from equity method investments, change in fair value<br>of digital assets held for operations, change in fair value of digital assets-settled receivable<br>and payable, change in fair value of digital assets - receivable, change in fair value of<br>digital assets loan, change in fair value of derivative instruments, net gains (losses) on<br>disposal of property, plant and equipment and other net gains (losses).
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8

Balance Sheets

As of June 30, 2026 (compared to December 31, 2025)

US$496.3<br>million in cash, cash equivalents and restricted cash, US$196.9 million in digital assets<br>and digital assets receivables, and US$1.8 billion in borrowings.
US$295.2<br>million prepayments and other assets, decrease from US$723.0 million. The decrease was primarily<br>driven by the delivery of raw materials and equipment procured for SEALMINERs mass production,<br>upon which the related prepayments were realized as additions to property, plant and equipment,<br>partially offset by new procurement prepayments made during the period.
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Inventories<br>decreased from US$252.0 million to nil,<br>as inventories, primarily wafers, chips, WIP, and finished<br>SEALMINERs designated for the Company’s Self-mining and Co-mining businesses, were<br>reclassified to property, plant and equipment for the Company’s own use.
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US$2.1<br>billion in property, plant and equipment, up from US$1.1 billion. The increase was mainly<br>due to the reclassification of inventories, primarily wafers, chips, WIP, and finished SEALMINERs<br>designated for the Company’s Self-mining and Co-mining businesses, to property, plant<br>and equipment, as well as additional miner materials received for the mass production and<br>deployment of SEALMINERs, and the ongoing construction and expansion of the Company’s<br>datacenters.
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Further information regarding the Company’s second quarter 2026 financial and operations results can be found on the SEC’s website https://sec.gov and the Company’s Investor Relations website https://ir.bitdeer.com.

About Bitdeer Technologies Group

Bitdeer is a world-leading technology company for AI and Bitcoin mining infrastructure. Bitdeer is committed to providing comprehensive computing solutions for its customers. The Company handles complex processes involved in computing such as equipment procurement, transport logistics, datacenter design and construction, equipment management and daily operations. The Company also offers advanced cloud capabilities to customers with high demand for artificial intelligence. Headquartered in Singapore, Bitdeer has deployed datacenters in the United States, Norway, and Bhutan, amongst other countries. To learn more, please visit https://ir.bitdeer.com/ or follow Bitdeer on X @BitdeerOfficial and LinkedIn @ Bitdeer Group.

Investors and others should note that Bitdeer may announce material information using its website and/or on its accounts on social media platforms, including X, formerly known as Twitter, Facebook, and LinkedIn. Therefore, Bitdeer encourages investors and others to review the information it posts on the social media and other communication channels listed on its website.

Forward-Looking Statements

Statements in this press release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. The words “anticipate,” “look forward to,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including factors discussed in the section entitled “Risk Factors” in Bitdeer’s annual report on Form 20-F, as well as discussions of potential risks, uncertainties, and other important factors in Bitdeer’s subsequent filings with the U.S. Securities and Exchange Commission. Any forward-looking statements contained in this press release speak only as of the date hereof. Bitdeer specifically disclaims any obligation to update any forward- looking statement, whether due to new information, future events, or otherwise. Readers should not rely upon the information on this page as current or accurate after its publication date.

9

BITDEER GROUP UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

June<br>30, December 31,
(US<br>in thousands) 2026 2025
ASSETS
Current<br>assets
Cash<br>and cash equivalents 456,838 149,352
Restricted<br>cash, current 33,214 22,366
Digital<br>assets 34,762 85,488
Digital<br>assets – receivables from a related party 162,171 135,558
Accounts<br>receivable 38,889 31,374
Amounts<br>due from related parties 9,659 9,654
Prepayments<br>and other current assets 89,892 698,291
Inventories,<br>net - 251,999
Short-term<br>investments 4,028 4,976
Derivative<br>assets, current 17,011 -
Total<br>current assets 846,464 1,389,058
Noncurrent<br>assets
Restricted<br>cash, noncurrent 6,236 6,159
Other<br>noncurrent assets 205,262 24,681
Long-term<br>investments, net 35,964 39,081
Operating<br>lease right-of-use assets, net 104,055 104,725
Property,<br>plant and equipment, net 2,098,296 1,086,275
Intangible<br>assets, net 82,914 93,432
Goodwill 35,818 35,818
Derivative<br>assets, noncurrent 2,506 -
Deferred<br>tax assets 28,918 8,682
Total<br>noncurrent assets 2,599,969 1,398,853
TOTAL<br>ASSETS 3,446,433 2,787,911
LIABILITIES<br>AND SHAREHOLDERS’ EQUITY
LIABILITIES
Current<br>liabilities
Accounts<br>payable 177,263 119,818
Accrued<br>expenses and other current liabilities 54,180 54,964
Amounts<br>due to a related party 5,225 4,340
Income<br>tax payables 11,926 13,355
Derivative<br>liabilities 6,530 -
Deferred<br>revenue 55,682 64,391
Short-term<br>borrowings 26,000 26,000
Current<br>portion of long-term borrowings 99 13
Current<br>portion of long-term borrowings from a related party 491,048 275,000
Current<br>portion of operating lease liabilities 13,065 11,888
Total<br>current liabilities 841,018 569,769
Noncurrent<br>liabilities
Other<br>noncurrent liabilities 3,799 2,413
Deferred<br>revenue 59,565 63,255
Long-term<br>borrowings 1,182,454 947,183
Long-term<br>borrowings from a related party 142,083 246,831
Operating<br>lease liabilities 97,531 98,468
Deferred<br>tax liabilities 17,172 11,973
Total<br>noncurrent liabilities 1,502,604 1,370,123
TOTAL<br>LIABILITIES 2,343,622 1,939,892
SHAREHOLDERS’<br>EQUITY
Ordinary<br>shares (0.0000001 par value; 499,600,000,000 Class A ordinary shares and 200,000,000 Class V ordinary shares authorized; 227,382,323<br>Class A ordinary shares and 44,399,922 Class V ordinary shares issued and outstanding as of June 30, 2026, 191,152,162 Class A ordinary<br>shares and 44,399,922 Class V ordinary shares issued and outstanding as of December 31, 2025) * *
Treasury shares,<br>at cost (nil as of June 30, 2026 and 3,364,711 Class A ordinary shares as of December 31, 2025) - (35,990 )
Additional<br>paid-in capital 1,888,766 1,418,111
Accumulated<br>deficit (785,961 ) (534,156 )
Accumulated<br>other comprehensive income 6 54
TOTAL<br>SHAREHOLDERS’ EQUITY 1,102,811 848,019
TOTAL<br>LIABILITIES AND SHAREHOLDERS’ EQUITY 3,446,433 2,787,911

All values are in US Dollars.

* Amount<br>less than US$1,000

10

BITDEER GROUP UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

Three months ended June 30, Six<br>months ended June 30,
(US<br>in thousands) 2026 2025 2026 2025
Revenue 228,784 155,582 417,714 225,710
Cost<br>of revenue (237,310 ) (143,601 ) (465,281 ) (217,699 )
Gross<br>profit (loss) (8,526 ) 11,981 (47,567 ) 8,011
Selling<br>expenses (2,243 ) (1,624 ) (5,136 ) (3,015 )
General<br>and administrative expenses (34,314 ) (19,962 ) (58,906 ) (35,240 )
Research<br>and development expenses (36,051 ) (20,568 ) (56,250 ) (79,572 )
Change<br>in fair value of digital assets held for operations (4,600 ) 40,707 (28,628 ) 19,398
Other<br>operating income (expenses) (15,997 ) (5,894 ) (11,806 ) (3,409 )
Total<br>operating expenses (93,205 ) (7,341 ) (160,726 ) (101,838 )
Income<br>(loss) from operations (101,731 ) 4,640 (208,293 ) (93,827 )
Interest<br>income 1,397 1,145 2,220 4,187
Interest<br>expenses (32,471 ) (10,731 ) (62,810 ) (19,063 )
Change<br>in fair value of digital assets - receivable (155 ) - (16,307 ) -
Change<br>in fair value of digital assets loan 14,846 - 23,809 -
Change<br>in fair value of derivative instruments 12,988 (39,652 ) 12,988 165,352
Foreign<br>exchange gains (losses) (1,722 ) 1,846 (2,367 ) 3,449
Other<br>net gains (losses) 4,493 (17,324 ) (12,649 ) (18,776 )
Income<br>(loss) before taxation (102,355 ) (60,076 ) (263,409 ) 41,322
Income<br>tax benefit (expense) 11,707 (3,090 ) 15,121 3,523
Share<br>of earnings (losses) from equity method investments (1,630 ) 229 (3,517 ) (2,467 )
Net<br>income (loss) (92,278 ) (62,937 ) (251,805 ) 42,378
Net<br>income (loss) per share (in )
Basic (0.37 ) (0.32 ) (1.05 ) 0.22
Diluted (0.37 ) (0.32 ) (1.05 ) (0.57 )
Weighted<br>average number of shares outstanding (thousand shares)
Basic 246,307 193,970 239,886 192,095
Diluted 246,307 193,970 239,886 204,683
Other<br>comprehensive income (loss)
Net<br>income (loss) (92,278 ) (62,937 ) (251,805 ) 42,378
Other<br>comprehensive income (loss) for the period
-<br>Foreign currency translation adjustments (630 ) (17 ) (48 ) 149
Other<br>comprehensive income (loss) for the period, net of tax (630 ) (17 ) (48 ) 149
Total<br>comprehensive income (loss) for the period (92,908 ) (62,954 ) (251,853 ) 42,527

All values are in US Dollars.

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BITDEER GROUP UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three months ended June 30, Six<br>months ended June 30,
(US<br>in thousands) 2026 2025 2026 2025
Net<br>cash used in operating activities (158,523 ) (336,752 ) (505,417 ) (622,025 )
Cash<br>flows from investing activities
Purchase<br>of property, plant and equipment and intangible assets (265,994 ) (111,480 ) (359,740 ) (157,205 )
Purchase<br>of short-term investments - (1,000 ) - (1,000 )
Purchase<br>of long-term investments - (200 ) (400 ) (332 )
Proceeds<br>from disposal of short-term investments 900 - 900 -
Proceeds<br>from disposal of property, plant and equipment 1,114 - 1,688 -
Purchase<br>of digital assets - - - (18,159 )
Proceeds<br>from disposal of digital assets 195,549 100,068 402,392 112,351
Cash<br>paid for the site and gas-fired power project in Alberta, Canada - (11 ) - (21,881 )
Net<br>cash used in investing activities (68,431 ) (12,623 ) 44,840 (86,226 )
Cash<br>flows from financing activities
Proceeds<br>from borrowings 594 17,472 26,594 17,472
Repayment of borrowings (8 ) (4 ) (26,008 ) (4 )
Borrowings<br>from a related party 60,000 180,000 210,000 180,000
Repayment<br>of borrowings to a related party (90,000 ) (7,083 ) (149,000 ) (7,083 )
Proceeds<br>from exercise of share-based awards 2,431 1,135 2,501 1,665
Proceeds from issuance<br>of shares for exercise of share warrant - 50,000 - 50,000
Proceeds<br>from issuance of ordinary shares 463,751 - 491,934 121,837
Transaction<br>costs for the issuance of ordinary shares (7,011 ) - (7,433 ) (3,434 )
Repurchase of ordinary<br>shares - (9,000 ) (4,000 ) (30,010 )
Proceeds<br>from convertible senior notes, net of transaction costs (877 ) 364,311 363,625 363,192
Repayments<br>made in connection with the extinguishment of convertible senior notes - (33,783 ) (93,046 ) (33,783 )
Purchase<br>of zero-strike call option in connection with convertible senior notes - (129,607 ) (33,713 ) (129,607 )
Net<br>cash provided by financing activities 428,880 433,441 781,454 530,245
Effect<br>of exchange rate changes on cash, cash equivalents and restricted cash (3,332 ) 1,180 (2,466 ) 3,281
Net<br>increase in cash, cash equivalents and restricted cash 198,594 85,246 318,411 (174,725 )
Cash,<br>cash equivalents and restricted cash at the beginning of the period 297,694 233,655 177,877 493,626
Cash,<br>cash equivalents and restricted cash at the end of the period 496,288 318,901 496,288 318,901
Supplemental<br>disclosures of material non-cash investing and financing activities:
Operating<br>lease right-of-use assets and leasehold land obtained in exchange for operating lease liabilities 5,625 7,981 5,625 17,165
Prepayments<br>realized as additions to property, plant and equipment and intangible assets 215,977 - 208,893 5,846
Liabilities<br>assumed in connection with acquisition of property, plant and equipment and intangible assets 16,871 14,618 13,280 15,753
Transfer<br>of inventory to property, plant and equipment 613,042 38,740 796,930 146,788
Cancellation<br>of repurchased treasury shares - 29,967 35,990 29,967
Issuance<br>of Class A ordinary shares in connection with conversion of convertible senior notes - 112,951 - 112,951
Borrowings<br>from a related party in digital assets 106,922 - 316,553 -
Repayment<br>of borrowings from a related party in digital assets 142,351 - 242,444 -
Digital<br>assets placed as collateral for borrowings from a related party 105,861 - 357,600 -
Return<br>of digital assets placed as collateral for borrowings from a related party 153,500 - 314,681 -

All values are in US Dollars.

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Use of Non-GAAP Financial Measures

In evaluating the Company’s business, the Company considers and uses non-GAAP measures, adjusted EBITDA and adjusted income (loss), as supplemental measures to review and assess its operating performance. The Company defines adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, further adjusted to exclude share-based compensation expense, share of earnings (losses) from equity method investments, change in fair value of digital assets held for operations, change in fair value of digital assets-settled receivable and payable, change in fair value of digital assets - receivable, change in fair value of digital assets loan, change in fair value of derivative instruments, net gains (losses) on disposal of property, plant and equipment and other net gains (losses), and defines adjusted income (loss) as income (loss) adjusted to exclude share-based compensation expense, share of earnings (losses) from equity method investments, change in fair value of digital assets held for operations, change in fair value of digital assets-settled receivable and payable, change in fair value of digital assets - receivable, change in fair value of digital assets loan, change in fair value of derivative instruments, net gains (losses) on disposal of property, plant and equipment and other net gains (losses).

The Company presents these non-GAAP financial measures because they are used by its management to evaluate its operating performance and formulate business plans. The Company also believes that the use of these non-GAAP measures facilitate investors’ assessment of its operating performance. These measures are not necessarily comparable to similarly titled measures used by other companies. As a result, investors should not consider these measures in isolation from, or as a substitute analysis for, the Company’s loss for the periods, as determined in accordance with GAAP. The Company compensates for these limitations by reconciling these non-GAAP financial measures to the nearest GAAP performance measure, all of which should be considered when evaluating its performance. The Company encourages investors to review its financial information in its entirety and not rely on a single financial measure.

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The following table presents a reconciliation of income (loss) for the relevant period to adjusted EBITDA and adjusted loss, for the three months ended June 30, 2026 and 2025.

BITDEER GROUP UNAUDITED NON-GAAP ADJUSTED EBITDA AND ADJUSTED INCOME (LOSS) RECONCILIATION

Three months ended June 30, Six<br>months ended June 30,
(US<br>in thousands) 2026 2025 2026 2025
Adjusted<br>EBITDA
Net<br>income (loss) (92,278 ) (62,937 ) (251,805 ) 42,378
Add:
Depreciation<br>and amortization 107,729 22,848 202,596 44,952
Income<br>tax (benefit) expense (11,707 ) 3,090 (15,121 ) (3,523 )
Interest<br>income (1,397 ) (1,145 ) (2,220 ) (4,187 )
Interest<br>expenses 32,471 10,731 62,810 19,063
Share-based<br>compensation expense 6,398 10,170 13,527 20,574
Share<br>of (earnings) losses from equity method investments 1,630 (229 ) 3,517 2,467
Change<br>in fair value of digital assets held for operations 4,600 (40,707 ) 28,628 (19,398 )
Change<br>in fair value of digital assets-settled receivables and payables (1,409 ) 5,741 (6,468 ) 3,190
Change<br>in fair value of digital assets - receivable 155 - 16,307 -
Change<br>in fair value of digital assets loan (14,846 ) - (23,809 ) -
Change<br>in fair value of derivative instruments (12,988 ) 39,652 (12,988 ) (165,352 )
Net<br>losses on disposal of property, plant and equipment 17,240 67 17,870 68
Othernet<br>(gains) losses (4,493 ) 17,324 12,649 18,776
Total<br>of Adjusted EBITDA 31,105 4,605 45,493 (40,992 )
Adjusted<br>Loss
Net<br>income (loss) (92,278 ) (62,937 ) (251,805 ) 42,378
Add:
Share-based<br>compensation expense 6,398 10,170 13,527 20,574
Share<br>of (earnings) losses from equity method investments 1,630 (229 ) 3,517 2,467
Change<br>in fair value of digital assets held for operations 4,600 (40,707 ) 28,628 (19,398 )
Change<br>in fair value of digital assets-settled receivables and payables (1,409 ) 5,741 (6,468 ) 3,190
Change<br>in fair value of digital assets - receivable 155 - 16,307 -
Change<br>in fair value of digital assets loan (14,846 ) - (23,809 ) -
Change<br>in fair value of derivative instruments (12,988 ) 39,652 (12,988 ) (165,352 )
Net<br>losses on disposal of property, plant and equipment 17,240 67 17,870 68
Other<br>net (gains) losses (4,493 ) 17,324 12,649 18,776
Total<br>of Adjusted Loss (95,991 ) (30,919 ) (202,572 ) (97,297 )

All values are in US Dollars.

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For investor and media inquiries, please contact:

Investor Relations

Tesh Dahya, Head of Investor Relations

[email protected]

Media

Elev8 New Media

Jessica Starman, MBA

[email protected]

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