TL;DR
- Dilution concerns: Bitdeer’s $300 million convertible notes plan, plus a $45 million greenshoe option, raised investor worries about future share issuance despite capped call hedging.
- Balance sheet moves: A linked direct share offering will fund repurchases of 2029 notes, though the company has not disclosed how many new shares will be issued, adding uncertainty around dilution.
- Operational momentum: Bitdeer posted strong quarterly results with $224.8 million in revenue and 1,673 BTC mined, yet shares still fell up to 18% as markets focused on the fundraising structure rather than the company’s growth metrics.
Bitdeer Technologies set off a sharp market reaction Thursday after announcing plans to raise $300 million through a private placement of convertible senior notes due 2032. The fundraising move is designed to accelerate the company’s expansion into high-performance computing and AI infrastructure, but investors immediately focused on the potential for future equity dilution, sending the stock sharply lower.
Convertible Notes Structure and Greenshoe Option
The Singapore-based miner said the notes may be converted into cash, Class A shares, or a combination of both at its discretion. Initial purchasers will also receive an option to buy an additional $45 million in notes, which would bring the total offering to $345 million if fully exercised. Bitdeer plans to enter into capped call transactions to offset dilution risk, although such hedging can introduce short-term volatility. Settlement for any additional notes would occur within 13 days of issuance.
Alongside the convertible issuance, Bitdeer outlined a registered direct offering of Class A shares to certain holders of its 5.25% convertible notes due 2029. Proceeds from the stock sale, combined with a portion of the new note offering, will fund repurchases of the 2029 notes and the associated capped call transactions. The direct offering and repurchases depend on the completion of the new notes sale, though the notes sale itself can proceed independently.
Financial Momentum and Mining Expansion
Bitdeer recently reported fourth-quarter revenue of $224.8 million, a 226% increase from $69 million a year earlier. The company swung to a $70.5 million profit after posting a $531.9 million loss in the prior-year quarter. It mined 1,673 Bitcoins during the quarter, up from 469 a year earlier, as managed hashrate climbed to 71 EH/s. Bitdeer held about 2,000 BTC at year-end, though that figure has since fallen to roughly 943 BTC following asset sales to support expansion.
Shares fell as much as 18% in pre-market trading, dropping from $9.61 to $7.88, extending a 30-day slide of 37%. Investors reacted to the prospect of future share issuance, a common pressure point with convertible debt. While capped calls aim to reduce dilution, uncertainty around the direct share offering added to the negative sentiment.
