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6-K

Bitdeer Technologies Group (BTDR)

6-K 2025-05-15 For: 2025-05-15
View Original
Added on April 10, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 6-K


REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16 UNDERTHE SECURITIES EXCHANGE ACT OF 1934


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No. 333-278029, No. 333-280041 and No. 333-283732) and Form S-8 (No. 333-272858 and No. 333-275342), to the extent not superseded by documents or reports subsequently filed or furnished.

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EXHIBITS


Exhibit No. Description
99.1 Press Release – Bitdeer Reports Unaudited Financial Results for the First Quarter of 2025
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 Technologies Group
By: /s/ Jihan Wu
Name: Jihan Wu
Title: Chief Executive Officer

Date: May 15, 2025

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Exhibit 99.1

Bitdeer Reports Unaudited Financial Results for the First Quarter of 2025

SINGAPORE,May 15, 2025 (GLOBE NEWSWIRE) -- Bitdeer Technologies Group (NASDAQ: BTDR) (“Bitdeer” or the “Company”), a world-leading technology company for Bitcoin mining, today released its unaudited financial results for the first quarter ended March 31, 2025.

Q12025 Financial Highlights

Allamounts compared to Q1 2024 unless otherwise noted


Total revenue was US$70.1 million vs. US$119.5 million.
Cost of revenue was US$73.4 million vs. US$85.4 million.
--- ---
Gross profit was negative US$3.2 million vs. positive US$34.1 million.
--- ---
Net income was US$409.5 million vs. US$0.6 million.
--- ---
Adjusted EBITDA^1^<br> was negative US$56.1 million, vs. positive US$27.3^2^<br> million.
--- ---
Cash and cash equivalents were US$215.6 million as of March 31, 2025.
--- ---
Crypto balance: US$131.1 million as of March 31, 2025.
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ManagementCommentary


“This quarter marked the continued execution of our SEALMINER roadmap,” said Matt Kong, Chief Business Officer at Bitdeer. “We have energized 3.7 EH/s and 0.5 EH/s of SEALMINER A1 and SEALMINER A2, respectively, bringing our self-mining hashrate to 12.4 EH/s by the end of April. With our SEALMINER mining rigs quickly coming off the production line and ample global power capacity available, we expect to achieve rapid growth in our self-mining hashrate towards our 40 EH/s target by October 2025. Looking ahead, our R&D efforts are now focused on our SEALMINER A4 project, for which we are targeting an unprecedent chip efficiency of approximately 5 J/TH at the chip level. We believe this new chip design will revolutionize the way Bitcoin mining ASICs are made in the future and tape-out is on track for Q4 2025. We believe SEALMINER A4, along with our 3rd generation chip, will position Bitdeer as the leading supplier of the world’s most energy efficient mining rigs.”

Mr. Kong concluded, “On the energy front, construction of our global power infrastructure remains on schedule. We expect to have nearly 1.6 GW of available global power capacity by the end of Q2 2025 and 1.8 GW by year-end. As part of our HPC/AI initiative, we engaged Northland Capital Markets in March to serve as our financial advisor for the development of our HPC/AI data center strategy. We have advanced our discussions with development partners and potential end users regarding selected large-scale sites in the U.S. targeted for HPC and AI cloud infrastructure.”


OperationalSummary

Metrics Three Months Ended Mar 31
**** 2025 2024
Total hash rate under management (EH/s) 24.2 22.5
-<br> Proprietary hash rate 12.1 8.4
-<br> Self-mining 11.5 6.7
-<br> Cloud Hash Rate - 1.7
-<br> Delivered but not yet hashing 0.6 -
-<br> Hosting 12.1 14.1
Mining rigs under management 175,000 226,000
-<br> Self-owned 97,000 86,000
-<br> Hosted 78,000 140,000
Bitcoin mined (self-mining only) 350 911
Bitcoins held 1,156 58
Total power usage (MWh) 881,000 1,361,000
Average cost of electricity ($/MWh) 48 43
Average miner efficiency (J/TH) 29.0 31.7

PowerInfrastructure Summary (as of April 30, 2025)


Site / Location Capacity (MW) Status Timing^3^
Electrical capacity
-<br> Rockdale, Texas 563 Online Completed
-<br> Knoxville, Tennessee 86 Online Completed
-<br> Wenatchee, Washington 13 Online Completed
-<br> Molde, Norway 84 Online Completed
-<br> Tydal, Norway 120 Online Completed
-<br> Gedu, Bhutan 100 Online Completed
-<br> Jimeling, Bhutan 132 Online Completed
Total electrical capacity 1,098^4^
Pipeline capacity
-<br> Tydal, Norway Phase 2 105 In<br> progress Q2<br> 2025
-<br> Massillon, Ohio 221 In<br> progress Q3-Q4<br> 2025
-<br> Clarington, Ohio Phase 1 266 Paused TBD
-<br> Clarington, Ohio Phase 2 304 Pending<br> approval TBD
-<br> Jigmeling, Bhutan 368 In<br> progress Q2<br> 2025
-<br> Rockdale, Texas 179 In<br> planning Estimate<br> 2026
-<br> Alberta, Canada 99 In<br> planning Q4<br> 2026
****-<br> Oromia Region, Ethiopia 50 In<br> planning Q4<br> 2025
Total pipeline capacity 1,592
Total global electrical capacity 2,690 ****

FinancialMD&A

Allvariances are current quarter compared to the same quarter last year. All figures in this section are rounded^4^.

Q12025 High-Level P&L and Disaggregated Revenue Details:

US<br> $ in millions Three Months Ended
March 31, 2025 Dec 31, 2024 March 31, 2024
Total<br> revenue 70.1 69.0 119.5
Cost<br> of revenue (73.4) (63.9) (85.4)
Gross<br> profit/(loss) (3.2) 5.1 34.1
Net<br> profit/(loss) 409.5 (531.9) 0.6
Adjusted<br> EBITDA (56.1) (3.8) 27.3^2^
Cash<br> and cash equivalents 215.6 476.3 118.5
US<br> $ in millions Three Months Ended Mar 31, 2025
--- --- --- --- --- ---
Business lines Self-Mining Cloud Hash Rate General Hosting Membership Hosting Sales of SEALMINERs
Revenue 37.2 0.1 9.6 16.3 4.1
Cost<br> of revenue
-<br> Electricity cost in operating mining rigs (24.0) - (6.8) (11.4) -
-<br> Depreciation and SBC expenses (13.7) (0.1) (1.5) (2.6) -
-<br> Cost of products sold - - - - (3.3)
-<br> Other cash costs (3.4) - (0.9) (1.5) -
Total cost of revenue (41.0) (0.1) (9.1) (15.4) (3.3)
Gross profit/(loss) (3.8) 0.5 0.9 0.8
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US<br> $ in millions Three Months Ended Mar 31, 2024
Business lines Self-Mining Cloud Hash Rate General Hosting Membership Hosting Sales of SEALMINERs
Revenue 48.4 18.1 29.0 19.5 -
Cost<br> of revenue
-<br> Electricity cost in operating mining rigs (26.2) (5.3) (14.0) (13.1) -
-<br> Depreciation and SBC expenses (8.7) (3.2) (3.0) (2.0) -
-<br> Other cash costs (2.7) (1.0) (1.6) (1.1) -
Total cost of revenue (37.6) (9.6) (18.6) (16.2) -
Gross profit 10.8 8.5 10.3 3.2 -

Q12025 Management’s Discussion and Analysis (compared to Q1 2024)


Revenue

Total revenue was US$70.1 million vs. US$119.5 million.
Self-mining revenue was US$37.2 million vs. US$48.4 million, primarily due to the effect of the April<br> 2024 halving and higher global network hashrate, partially offset by the increase in the<br> average self-mining hashrate for the quarter by 44.8% to 9.7 EH/s from 6.7 EH/s last year<br> and higher year-over-year Bitcoin prices.
--- ---
Cloud Hash Rate revenue was US$0.1 million vs. US$18.1 million. The decline was primarily due<br> to expiration of long-term Cloud Hashrate contracts and subsequent reallocation of nearly<br> all machines to self-mining operations by the end of 2024.
--- ---
General Hosting revenue was US$9.6 million vs. US$29.0 million. The decline was primarily due<br> to the expiration of certain hosting customer contracts as well as the removal of older and<br> less efficient machines by other hosting customers following the April 2024 halving as a<br> result of reduced mining economics.
--- ---
Membership Hosting revenue was US$16.3 million vs. US$19.5 million. Similar to general hosting,<br> the decline was primarily driven by customers scaling down operations for older and less<br> efficient rigs following the April 2024 halving as a result of reduced mining economics.
--- ---
SEALMINER sales revenue was US$4.1 million.
--- ---

Costof Revenue

Cost of revenue was US$73.4 million vs US$85.4 million. The decrease was primarily driven<br> by lower power usage from hosted mining rigs, partially offset by the increase in costs of<br> SEALMINERs sold to customers and depreciation expenses for SEALMINER launched in our datacenters<br> during Q1 2025.

GrossProfit and Margin

Gross profit was negative US$3.2 million vs. positive US$34.1 million.
Gross margin was -4.6% vs. 28.6%.
--- ---

OperatingExpenses

The<br> sum of the operating expenses below was US$75.8 million vs. US$37.8 million.
Selling<br> expenses were US$1.4 million vs. US$1.7 million, about flat year-over-year.
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General<br> and administrative expenses were US$15.4 million vs. US$15.0 million, about flat year-over-year.
--- ---
Research<br> and development expenses were US$59.0 million vs. US$21.2 million, primarily due to higher<br> R&D costs related to the one-off development and tape out costs of SEAL03 chip, higher<br> engineering costs related to the Company’s ASIC development roadmap, and non-cash amortization<br> expenses of intangible assets related to the acquisition of FreeChain in Q4 2024.
--- ---
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OtherNet Gain

Other<br> net gain was US$503.1 million primarily due to the non-cash, fair value changes of derivative<br> liabilities, which were the US$448.7 million of gain on fair value changes for the convertible<br> notes issued in August 2024 and November 2024 and the US$58.4 million of gain on fair value<br> changes for the Tether warrants.

NetIncome

Net<br> income was US$409.5 million vs. US$0.6 million.

AdjustedProfit / (Loss) (Non-IFRS)^5^

Adjusted<br> loss was US$89.8 million vs. adjusted profit of US$9.7^2^ million. The change was<br> primarily due to the year-over-year revenue decline, lower gross profit margins and higher<br> R&D expenses as described above.

AdjustedEBITDA (Non-IFRS)

Adjusted<br> EBITDA was negative US$56.1 million vs. positive US$27.3^2^ million. The decrease<br> was primarily due to the year-over-year revenue decline, lower gross profit margins as a<br> result of the halving and higher R&D expenses as described above.

CashFlows

Net<br> cash used in operating activities was US$284.0 million, primarily driven by working capital<br> payments to suppliers for SEALMINER mass production.
Net<br> cash used in investing activities was US$73.6 million, which included US$45.7 million of<br> capital expenditures for infrastructure construction and mining rigs, US$18.2 million for<br> the purchase of cryptocurrencies, US$21.9 million to acquire the site and gas-fired power<br> project in Alberta, and US$12.3 million of proceeds from disposal of cryptocurrencies from<br> principal business.
--- ---
Net<br> cash generated from financing activities was US$94.9 million, primarily driven by US$118.4<br> million net proceeds from issuance of ordinary shares and partially offset by US$21.0 million<br> used for share repurchases.
--- ---

Capex

2025<br> power and datacenter infrastructure capex lowered to be in the range of US$260 to US$290<br> million from prior guidance of US$340 to US$370 million primarily due to the pause of bitcoin-mining<br> infrastructure construction at Bitdeer’s Clarington, Ohio site due to advancing discussions<br> with development partners and potential end users for HPC/AI. This updated range includes<br> reported infrastructure capex in Q1.

BalanceSheet

Asof March 31, 2025 unless stated otherwise (compared to December 31, 2024)

US$215.6<br> million in cash and cash equivalents, US$131.1 million in cryptocurrencies and US$215.4 million<br> in borrowing.
US$381.7<br> million prepayments and other assets, up from US$310.2 million. Change primarily driven by<br> advanced payments to suppliers for SEALMINER mass volume production.
--- ---
US$153.7<br> million inventories, up from US$64.9 million. Increase driven by wafers, chips, WIP and finished<br> SEALMINER inventory.
--- ---
US$256.8<br> million derivative liabilities mainly due to the issuance of warrants to Tether, and convertible<br> senior notes issued in August 2024 and November 2024.
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Further information regarding the Company’s first quarter 2025 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.


AboutBitdeer Technologies Group

Bitdeer is a world-leading technology company for Bitcoin mining. Bitdeer is committed to providing comprehensive Bitcoin mining 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. 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-LookingStatements

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. Separate

^1^ “Adjusted<br>EBITDA” is defined as earnings before interest, taxes, depreciation and amortization, further adjusted to exclude share-based payment<br>expenses under IFRS 2, changes in fair value of derivative liabilities, and changes in fair value of cryptocurrency-settled receivables<br>and payables.
^2^ During<br>the current period, we revised definition of our previously reported non-IFRS Adjusted Profit and Adjusted EBITDA and recast the prior<br>period for comparability. This revision, which resulted in a US$1.3 million revision to Q1 2024 metrics, reflects non-cash fair value<br>changes in cryptocurrency-settled receivables and payables as they do not represent normal operating expenses (or income) necessary to<br>operate our business.
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^3^ Indicative<br>timing. All timing references are to calendar quarters and years.
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^4^ Figures<br>may not add due to rounding.
--- ---
^5^ “Adjusted<br>profit/(loss)” is defined as profit/(loss) adjusted to exclude share-based payment expenses under IFRS 2, changes in fair value<br>of derivative liabilities, and changes in fair value of cryptocurrency-settled receivables and payables.
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BITDEER GROUP UNAUDITED CONSOLIDATED STATEMENTSOF FINANCIAL POSITION

As of<br><br> March 31, As of<br><br> December 31,
(US $ in thousands) 2025 2024
ASSETS
Current assets
Cash and cash equivalents 215,642 476,270
Restricted cash 12,107 9,144
Cryptocurrencies 131,144 77,537
Trade receivables 10,263 9,627
Amounts due from a related party 15,810 15,512
Prepayments and other assets 335,071 291,929
Inventories 153,740 64,888
Financial assets at fair value through profit or loss 4,540 4,540
Total current assets 878,317 949,447
Non-current assets
Restricted cash 5,906 8,212
Prepayments and other assets 46,652 18,244
Financial assets at fair value through profit or loss 35,428 37,981
Mining rigs 101,581 67,324
Right-of-use assets 75,338 69,273
Property, plant and equipment 302,210 251,377
Investment properties 30,529 30,723
Intangible assets 78,303 83,235
Goodwill 35,818 35,818
Deferred tax assets 8,543 6,220
Total non-current assets 720,308 608,407
TOTAL ASSETS 1,598,625 1,557,854
LIABILITIES
Current liabilities
Trade payables 50,729 31,471
Other payables and accruals 38,098 40,617
Amounts due to a related party 7,788 8,747
Income tax payables 2,437 2,729
Derivative liabilities 256,775 763,939
Deferred revenue 61,016 39,029
Borrowings 215,436 208,127
Lease liabilities 6,895 5,460
Total current liabilities 639,174 1,100,119
Non-current liabilities
Other payables and accruals 1,786 1,650
Deferred revenue 68,449 90,200
Lease liabilities 78,846 72,673
Deferred tax liabilities 15,721 16,614
Total non-current liabilities 164,802 181,137
TOTAL LIABILITIES 803,976 1,281,256
NET ASSETS 794,649 276,598
EQUITY
Share capital * *
Treasury equity (181,065 ) (160,926 )
Accumulated deficit (239,531 ) (649,004 )
Reserves 1,215,245 1,086,528
TOTAL EQUITY 794,649 276,598
* Amount<br>less than US$1,000
--- ---
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BITDEER GROUP UNAUDITED CONSOLIDATED OPERATIONSAND COMPREHENSIVE INCOME

(US in thousands) 2024
Revenue 70,128 119,506
Cost of revenue (73,353 ) (85,375 )
Gross profit / (loss) (3,225 ) 34,131
Selling expenses (1,393 ) (1,690 )
General and administrative expenses (15,389 ) (14,969 )
Research and development expenses (59,014 ) (21,164 )
Other operating income / (expenses) (7,789 ) 1,746
Other net gain 503,050 2,447
Profit from operations 416,240 501
Finance income / (expenses) (9,343 ) 151
Profit before taxation 406,897 652
Income tax benefit / (expenses) 2,576 (46 )
Profit for the period 409,473 606
Other comprehensive income
Income for the period 409,473 606
Other comprehensive income for the period
Item that may be reclassified to profit or loss
Exchange differences on translation of financial statements 166 32
Other comprehensive income for the period, net of tax 166 32
Total comprehensive income for the period 409,639 638
Earnings / (loss) per share (in US)
Basic 2.15 0.01
Diluted (0.37 ) 0.01
Weighted average number of shares outstanding (thousand shares)
Basic 190,199 114,843
Diluted 228,561 117,041

All values are in US Dollars.

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BITDEER GROUP UNAUDITED CONDENSED CONSOLIDATEDSTATEMENTS OF CASH FLOWS

Three months ended March 31,
(US $ in thousands) 2025 2024
Cash flows from operating activities
Cash used in operating activities: (280,889 ) (132,867 )
Interest paid on leases (702 ) (652 )
Interest paid on borrowings (4,493 ) (465 )
Interest received 2,724 1,813
Income tax paid (628 ) -
Net cash used in operating activities (283,988 ) (132,171 )
Cash flows from investing activities
Purchase of property, plant and equipment, investment properties and intangible assets (44,770 ) (29,615 )
Purchase of mining rigs (955 ) (1,560 )
Purchase of financial assets at fair value through profit or loss (132 ) (992 )
Purchase of cryptocurrencies (18,159 ) -
Proceeds from disposal of cryptocurrencies 12,283 90,380
Cash paid for the site and gas-fired power project in Alberta, Canada (21,870 ) -
Net cash generated from / (used in) investing activities (73,603 ) 58,213
Cash flows from financing activities
Capital element of lease rentals paid (1,942 ) (1,338 )
Proceeds from issuance of shares for exercise of share rewards 530 37
Proceeds from issuance of ordinary shares, net of transaction costs 118,403 49,931
Payment for the future issuance cost - (303 )
Acquisition of treasury shares (21,010 ) -
Payment for transaction costs in connection with convertible senior notes (1,119 ) -
Net cash generated from financing activities 94,862 48,327
Net decrease in cash and cash equivalents (262,729 ) (25,631 )
Cash and cash equivalents at the beginning of the period 476,270 144,729
Effect of movements in exchange rates on cash and cash equivalents held 2,101 (637 )
Cash and cash equivalents at the end of the period 215,642 118,461

Useof Non-IFRS Financial Measures

In evaluating the Company’s business, the Company considers and uses non-IFRS measures, adjusted EBITDA and adjusted profit / (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 payment expenses under IFRS 2, changes in fair value of derivative liabilities, and changes in fair value of cryptocurrency-settled receivables and payables, and defines adjusted profit/(loss) as profit/(loss) adjusted to exclude share-based payment expenses under IFRS 2, changes in fair value of derivative liabilities, and changes in fair value of cryptocurrency-settled receivables and payables.

The Company presents these non-IFRS 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-IFRS 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 profit or loss for the periods, as determined in accordance with IFRS. The Company compensates for these limitations by reconciling these non-IFRS financial measures to the nearest IFRS 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 profit/(loss) for the relevant period to adjusted EBITDA and adjusted profit/ (loss), for the three months ended March 31, 2025 and 2024.

BITDEER GROUP UNAUDITEDNON-IFRS ADJUSTED EBITDA AND ADJUSTED PROFIT / (LOSS) RECONCILIATION

Three months ended March 31,
(US $ in thousands) 2025 2024
Adjusted EBITDA
Profit for the period 409,473 606
Add:
Depreciation and amortization 25,387 18,187
Income tax (benefit) / expenses (2,576 ) 46
Interest (income) / expense, net 10,880 (608 )
Share-based payment expenses 10,404 7,803
Changes in fair value of derivative liabilities (507,162 ) -
Changes in fair value of cryptocurrency-settled receivables and payables (2,551 ) 1,305
Total of Adjusted EBITDA (56,145 ) 27,339 ^2^
Adjusted Profit / (loss)
Profit for the period 409,473 606
Add:
Share-based payment expenses 10,404 7,803
Changes in fair value of derivative liabilities (507,162 ) -
Changes in fair value of cryptocurrency-settled receivables and payables (2,551 ) 1,305
Total of Adjusted Profit / (loss) (89,836 ) 9,714 ^2^

Forinvestor and media inquiries, please contact:

Investor Relations

Yujia Zhai

Orange Group

[email protected]

Public Relations

Nishant Sharma

BlocksBridge Consulting

[email protected]

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