Bitdeer opens $1B ATM; full draw could dilute 28.8%

Bitdeer filed a prospectus supplement on Aug. 10 registering up to $1 billion of Class A shares for sale through an at-the-market (ATM) program. The filing allows sales at prevailing market prices and does not set a minimum sale amount.

A full draw on the $1 billion capacity would add approximately 91.9 million new Class A shares. Using the filing’s illustrative price of $10.88, that issuance would equal about 40.4% of the 227.4 million Class A shares outstanding as of June 30; after adding the new shares they would represent about 28.8% of the enlarged Class A pool.

The prospectus lists permitted uses of proceeds including data-center expansion, high-performance computing and AI cloud growth, ASIC mining-rig development and manufacturing, working capital, and other general corporate purposes. The filing gives management discretion over the timing, pricing and amount of any sales under the ATM.

Bitdeer reports that its Tydal AI data center still requires roughly $500 million to complete construction. The $1 billion ATM capacity is about twice that remaining build cost if fully used for Tydal. The company’s sales agreement for the ATM dates to January 2025 and previously produced about $160.7 million in net proceeds from the sale of 9.05 million Class A shares.

Tydal’s schedule in the filing targets Phase 1 commencement on Dec. 31, 2026 and Phase 2 on March 31, 2027. The tenant, Volta Tydal AS, is expected to have its lease obligations supported by roughly $1.3 billion of letters of credit arranged by affiliates of JPMorgan and another global bank, according to the filing. Those letters of credit are described as contingent support and remain subject to customary conditions.

The filing states Bitdeer may terminate the lease if Volta fails to meet specified credit-backstop milestones. Volta has a no-fee termination option after the tenth year of the 16-year base lease term.

The prospectus notes the illustrative price scenario is not a forecast and that dilution calculations differ depending on whether one measures against pre-issuance outstanding shares or the enlarged share count. The filing’s net-tangible-book-value dilution metric is separate from the simple ownership-dilution percentages cited.

The immediate impact on existing shareholders will depend on how much of the ATM is used, the prices at which shares are sold, and whether the anticipated tenant credit support is finalized on schedule.