比特迪尔科技集团-A美股招股说明书(2025-11-14版)

10,661,140 Class A Ordinary Shares Bitdeer Technologies Group We are offering 10,661,140 Class A ordinary shares, par value US$0.0000001 per share (the “Class A ordinary shares”), in aregistered direct offering to certain holders of our 5.25% Convertible Senior Notes due 2029 pursuant to this prospectus supplement Our Class A ordinary shares are listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “BTDR.” On November 12,2025, the last reported sales price of our Class A ordinary shares was US$13.94 per share. Investing in our Class A ordinary shares involves a high degree of risk. See the “Risk Factors” beginning on page S-9 ofthis prospectus supplement and in our Securities and Exchange Commission (“SEC”) filings that are incorporated byreference into this prospectus supplement and the accompanying prospectus. Registered direct offering price Proceeds, before expenses, to us In this offering, Barclays Capital Inc. is acting as our exclusive placement agent (in such capacity, the “placement agent”) withrespect to our Class A ordinary shares offered by this prospectus supplement. The placement agent is not required to sell any minimumnumber or dollar amount of our Class A ordinary shares, but will use their reasonable best efforts to solicit offers for the purchases of None of the U.S. Securities and Exchange Commission or any state securities commission has approved or disapproved ofthe securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any We expect to deliver the Class A ordinary shares to purchasers on or about November 19, 2025, which will be the fourth tradingday following the initial trade date for Class A ordinary shares offered hereby (this settlement cycle being referred to as “T+4”). UnderRule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market generallyare required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who Sole Placement Agent Barclays The date of this prospectus supplement is November 12, 2025 ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of thisoffering. The second part is the accompanying prospectus, which is part of a registration statement that we filed with the SEC using a“shelf” registration process. The accompanying prospectus provides you with a general description of the securities that may beoffered by us, some of which may not apply to this offering. This prospectus supplement and the information incorporated by Before buying any of the securities that are offered by this prospectus supplement, you should carefully read both this prospectussupplement and the accompanying prospectus with all of the information incorporated by reference in this prospectus supplement, aswell as the additional information described under the heading “Where You Can Find Additional Information” and “InformationIncorporated by Reference.” These documents contain important information that you should consider when making your investment To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and theinformation contained in the accompanying prospectus or in any document incorporated by reference in this prospectus supplement,on the other hand, you should rely on the information in this prospectus supplement, provided that if any statement in one of these Neither we nor the placement agent have authorized anyone to provide any information or to make any representations other thanthose contained in this prospectus supplement, any accompanying prospectus or any free writing prospectus we have prepared. Neitherwe nor the placement agent take responsibility for or provide assurance as to the reliability of, any other information that others maygive you. This prospectus supplement is an offer to sell only the securities offered hereby and only under circumstances and injurisdictions where it is lawful to do so. No dealer, salesperson or other person is authorized to give any information or to representanything not contained in this prospectus supplement, any applicable prospectus or any related free writing prospectus. Thisprospectus supplement is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the This prospectus supplement contains summaries of certain provisions contained in some of the documents described herein, butreference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actualdocuments. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as We have proprietary rights to trademarks used in this prospectus supplement that