UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of September
Commission file number:
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 current 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No. 333-280041, No. 333-283732 and No. 333-289855) and Form S-8 (No. 333-272858 and No. 333-275342), to the extent not superseded by documents or reports subsequently filed or furnished.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 | Unaudited Condensed Consolidated Financial Statements as of June 30, 2025 and December 31, 2024 and for the Six Months Ended June 30, 2025 and 2024 | |
| 99.2 | Recent Developments | |
| 101.INS | Inline XBRL Instance Document – this instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | |
| 104 | Cover Page Interactive Data File (embedded within the Inline IXBRL document) |
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: | Chairman of the Board and Chief Executive Officer | |
| Date: September 29, 2025 | ||
3
Exhibit 99.1
INDEX TO FINANCIAL STATEMENTS
| Unaudited Condensed Consolidated Financial Statements as of June 30, 2025 and December 31, 2024 and for the Six Months Ended June 30, 2025 and 2024 | ||
| Condensed Consolidated Statements of Financial Position | F-2 | |
| Condensed Consolidated Statements of Operations and Comprehensive Income / (Loss) | F-4 | |
| Condensed Consolidated Statements of Changes in Equity | F-5 | |
| Condensed Consolidated Statements of Cash Flows | F-6 | |
| Notes to the Condensed Consolidated Financial Statements | F-7 |
F-1
BITDEER
TECHNOLOGIES GROUP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(UNAUDITED)
(Amounts in table are stated in thousands of U.S. Dollar)
| Note | June 30, 2025 |
December 31, 2024 |
||||||||||
| ASSETS | ||||||||||||
| Cash and cash equivalents | 9 | |||||||||||
| Restricted cash | 9 | |||||||||||
| Cryptocurrencies | 10 | |||||||||||
| Trade receivables | ||||||||||||
| Amounts due from a related party | 26 | |||||||||||
| Prepayments and other assets | 11 | |||||||||||
| Inventories | 12 | |||||||||||
| Financial assets at fair value through profit or loss | 13 | |||||||||||
| Total current assets | ||||||||||||
| Non-current assets | ||||||||||||
| Restricted cash | 9 | |||||||||||
| Prepayments and other assets | 11 | |||||||||||
| Financial assets at fair value through profit or loss | 13 | |||||||||||
| Mining rigs | 14 | |||||||||||
| Right-of-use assets | 18 | |||||||||||
| Property, plant and equipment | 15 | |||||||||||
| Investment properties | 16 | |||||||||||
| Intangible assets | 17 | |||||||||||
| Goodwill | 17 | |||||||||||
| Deferred tax assets | 25 | |||||||||||
| Total non-current assets | ||||||||||||
| TOTAL ASSETS | ||||||||||||
| LIABILITIES | ||||||||||||
| Current liabilities | ||||||||||||
| Trade payables | ||||||||||||
| Other payables and accruals | 21 | |||||||||||
| Amounts due to a related party | 26 | |||||||||||
| Income tax payables | ||||||||||||
| Derivative liabilities | 20 | |||||||||||
| Deferred revenue | ||||||||||||
| Borrowings | 19 | |||||||||||
| Borrowings from a related party | 26 | |||||||||||
| Lease liabilities | 18 | |||||||||||
| Total current liabilities | ||||||||||||
| Non-current liabilities | ||||||||||||
| Other payables and accruals | 21 | |||||||||||
| Deferred revenue | ||||||||||||
| Borrowings | 19 | |||||||||||
| Borrowings from a related party | 26 | |||||||||||
| Lease liabilities | 18 | |||||||||||
| Deferred tax liabilities | 25 | |||||||||||
| Total non-current liabilities | ||||||||||||
| TOTAL LIABILITIES | ||||||||||||
| NET ASSETS | ||||||||||||
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
F-2
BITDEER
TECHNOLOGIES GROUP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(UNAUDITED)
(Amounts in table are stated in thousands of U.S. Dollar)
| Note | June 30, 2025 |
December 31, 2024 |
||||||||||
| EQUITY | ||||||||||||
| Share capital | 24 | |||||||||||
| Treasury equity | 24 | ( |
) | ( |
) | |||||||
| Accumulated deficit | 24 | ( |
) | ( |
) | |||||||
| Reserves | 24 | |||||||||||
| TOTAL EQUITY | ||||||||||||
| * |
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
F-3
BITDEER
TECHNOLOGIES GROUP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME / (LOSS)
(UNAUDITED)
(Amounts in table are stated in thousands of U.S. Dollar, except for
per share data)
| Periods ended June 30, | |||||||||||
| Note | 2025 | 2024 | |||||||||
| Revenue | 7 | ||||||||||
| Cost of revenue | 22(a) | ( |
) | ( |
) | ||||||
| Gross profit | |||||||||||
| Selling expenses | 22(a) | ( |
) | ( |
) | ||||||
| General and administrative expenses | 22(a) | ( |
) | ( |
) | ||||||
| Research and development expenses | 22(a) | ( |
) | ( |
) | ||||||
| Other operating income / (expenses) | 22(b) | ( |
) | ||||||||
| Other net gains / (losses) | 22(c) | ( |
) | ||||||||
| Profit / (loss) from operations | ( |
) | |||||||||
| Finance income / (expenses) | 22(d) | ( |
) | ||||||||
| Profit / (loss) before taxation | ( |
) | |||||||||
| Income tax benefits / (expenses) | 25 | ( |
) | ||||||||
| Profit / (loss) for the periods | ( |
) | |||||||||
| Other comprehensive income / (loss) | |||||||||||
| Profit / (loss) for the periods | ( |
) | |||||||||
| Other comprehensive income for the periods | |||||||||||
| Item that may be reclassified to profit or loss | |||||||||||
| - Exchange differences on translation of financial statements | |||||||||||
| Other comprehensive income for the periods, net of tax | |||||||||||
| Total comprehensive income / (loss) for the periods | ( |
) | |||||||||
| Earnings/ (loss) per share | |||||||||||
| Basic | 27 | ( |
) | ||||||||
| Diluted | 27 | ( |
) | ( |
) | ||||||
| Weighted average number of shares outstanding (thousand shares) | |||||||||||
| Basic | 27 | ||||||||||
| Diluted | 27 | ||||||||||
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
F-4
BITDEER
TECHNOLOGIES GROUP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
(Amounts in table are stated in thousands of U.S. Dollar)
| Share Capital | Treasury Equity | Accumulated Deficit | Exchange Reserve | Other Reserve | Total Equity | |||||||||||||||||||
| Balance at January 1, 2025 | * | ( | ) | ( | ) | ( | ) | |||||||||||||||||
| Profit for the period | - | - | ||||||||||||||||||||||
| Other comprehensive income | - | - | - | |||||||||||||||||||||
| Share-based payments | - | - | ||||||||||||||||||||||
| Issuance of shares for exercise of share awards | - | - | ||||||||||||||||||||||
| Cancellation of treasury shares | - | - | ( | ) | - | |||||||||||||||||||
| Acquisition of treasury shares | ( | ) | - | ( | ) | |||||||||||||||||||
| Issuance of shares for cash, net of transaction costs | - | - | ||||||||||||||||||||||
| Issuance of shares for exercise of warrant | - | - | - | |||||||||||||||||||||
| Issuance of shares in connection with conversion of convertible notes | - | - | ||||||||||||||||||||||
| Purchase of zero-strike call option in connection with issuance of convertible senior notes | ( | ) | - | ( | ) | |||||||||||||||||||
| Balance at June 30, 2025 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Balance at January 1, 2024 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Loss for the period | - | ( | ) | - | ( | ) | ||||||||||||||||||
| Other comprehensive income | - | - | - | |||||||||||||||||||||
| Share-based payments | - | - | ||||||||||||||||||||||
| Issuance of shares for exercise of share awards | - | - | ||||||||||||||||||||||
| Cancellation of treasury shares | - | ( | ) | - | ||||||||||||||||||||
| Issuance of shares for cash, net of transaction costs | - | - | ||||||||||||||||||||||
| Issuance of shares as consideration for the Norway Acquisition | - | - | ||||||||||||||||||||||
| Issuance of share options as consideration for the Norway Acquisition | - | - | ||||||||||||||||||||||
| Balance at June 30, 2024 | - | ( | ) | ( | ) | |||||||||||||||||||
| * |
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
F-5
BITDEER
TECHNOLOGIES GROUP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Amounts in table are stated in thousands of U.S. Dollar)
| Periods ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities | ||||||||
| Cash used in operating activities | ( | ) | ( | ) | ||||
| Interest paid on leases | ( | ) | ( | ) | ||||
| Interest paid on borrowings | ( | ) | ( | ) | ||||
| Interest received | ||||||||
| Income tax paid | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchase of property, plant and equipment, investment properties and intangible assets | ( | ) | ( | ) | ||||
| Payments for mining rigs | ( | ) | ( | ) | ||||
| Purchase of financial assets at fair value through profit or loss | ( | ) | ( | ) | ||||
| Purchase of cryptocurrencies | ( | ) | ||||||
| Proceeds from disposal of property, plant and equipment | ||||||||
| Proceeds from disposal of cryptocurrencies | ||||||||
| Cash paid for the site and gas-fired power project in Alberta, Canada | ( | ) | ||||||
| Cash paid for business combinations, net of cash acquired | ( | ) | ||||||
| Net cash generated from / (used in) investing activities | ( | ) | ||||||
| Cash flows from financing activities | ||||||||
| Capital element of lease rentals paid | ( | ) | ( | ) | ||||
| Proceeds from borrowings | ||||||||
| Repayments of borrowings | ( | ) | ||||||
| Borrowings from a related party | ||||||||
| Repayments of borrowings to a related party | ( | ) | ||||||
| Proceeds from issuance of shares for exercise of share rewards | ||||||||
| Proceeds from issuance of ordinary shares, net of transaction costs | ||||||||
| Proceeds from issuance of shares for exercise of warrants | ||||||||
| Payment for future issuance costs | ( | ) | ||||||
| Acquisition of treasury shares | ( | ) | ||||||
| Proceeds from convertible senior notes, net of transaction costs | ||||||||
| Repayments to convertible senior notes in connection with note extinguishment | ( | ) | ||||||
| Purchase of zero-strike call option | ( | ) | ||||||
| Net cash generated from financing activities | ||||||||
| Net increase / (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at January 1 | ||||||||
| Effect of movements in exchange rates on cash and cash equivalents held | ( | ) | ||||||
| Cash and cash equivalents at June 30 | ||||||||
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
F-6
BITDEER
TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 1. | ORGANIZATION |
General information
Bitdeer Technologies Group (the “Company” or “BTG”) is a limited liability company incorporated in the Cayman Islands on December 8, 2021. The address of its registered office is 89 Nexus Way, Camana Bay, Grand Cayman KY1-9009, Cayman Islands. BTG is listed on Nasdaq Capital Market and commenced trading under symbol “BTDR”.
The Company and its subsidiaries (together, the “Group”) are principally engaged in the Cloud Hash Rate business, the self-mining business, the hosting business, the application-specific integrated circuit (ASIC) and mining rigs business and high-performance computing (HPC) and AI cloud business (collectively, the “Bitdeer Business”) as discussed in the Annual Financial Statements (defined below). The Company does not conduct any substantive operations of its own but conducts its primary business operation through its subsidiaries.
| 2. | BASIS OF PREPARATION |
The interim financial information for the six months ended June 30, 2025 (“Interim Financial Information”) has been prepared in accordance with the same accounting policies adopted in the Group’s consolidated financial statements for the years ended December 31, 2024, 2023 and 2022 (“Annual Financial Statements”).
The Interim Financial Information comprises condensed consolidated statements of financial position, condensed consolidated statements of operations and comprehensive income/(loss), condensed consolidated statements of changes in equity, condensed consolidated statements of cash flows, and notes to the condensed consolidated financial statements for the six months ended June 30, 2025. The Interim Financial Information has not been audited.
The Interim Financial Information has been prepared in accordance with International Accounting Standard (“IAS”) 34 ‘Interim Financial Reporting’ issued by the International Accounting Standards Board and should be read in conjunction with the Annual Financial Statements, which have been prepared in accordance with International Financial Reporting Standards as issued by International Accounting Standards Board (“IFRS as issued by IASB”). The preparation of an interim financial information in conformity with IAS 34 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses on a year-to-date basis. Actual results may differ from these estimates.
This Interim Financial Information contains selected explanatory notes. The notes include an explanation of events and transactions that are significant to an understanding of the changes in financial position and performance of the Group for the six months ended June 30, 2025. The Interim Financial Information and notes thereon do not include all of the information required for a full set of financial statements prepared in accordance with IFRSs.
| 3. | SIGNIFICANT ACCOUNTING POLICIES |
The accounting policies applied in the Interim Financial Information are the same as those applied in the Annual Financial Statements. The Group also discloses accounting policies described below related to updates applicable for the six months ended June 30, 2025, which did not exist during the periods covered by the Annual Financial Statements.
| Changes in accounting policies and newly adopted accounting policies |
The Group has applied the following amendments to IFRSs issued by the IASB to this interim financial report for the current accounting period:
| ● | Amendments to IAS 21, Lack of Exchangeability |
This amendment does not have a material effect on how the Group’s results and financial position for the current or prior periods have been prepared or presented in this interim financial report. The Group has not applied any new standard or interpretation that is not yet effective for the current accounting period.
F-7
BITDEER
TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 4. | USE OF JUDGMENTS AND ESTIMATES |
In preparing the Interim Financial Information, management has made judgements and estimates that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Estimates and judgments are continuously evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates may not be equal to the related actual results. The significant judgement made by management in applying the Group’s accounting policies and key sources of estimation uncertainty were the same as those described in the Annual Financial Statements.
| 5. | FINANCIAL RISK MANAGEMENT AND FAIR VALUES OF FINANCIAL INSTRUMENTS |
Financial risk factors
The Group is exposed to various market risks including cryptocurrency risk, interest rate risk, investment risk and foreign currency risk, as well as credit risk and liquidity risk associated with financial assets and liabilities. The Group has designed and implemented various risk management strategies, which are the same as those discussed in the Annual Financial Statements, to ensure the exposure to these risks is consistent with its risk tolerance and business objectives.
Liquidity risk
The following is the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments:
| At June 30, 2025 | ||||||||||||||||||||||||
| In thousands of USD | Within
1 year or on-demand | More
than 1 year but less than 2 years | More
than 2 years but less than 5 years | More
than 5 years | Total | Carrying amount at June 30 | ||||||||||||||||||
| Trade payables | ||||||||||||||||||||||||
| Other payables and accruals | ||||||||||||||||||||||||
| Amounts due to a related party | ||||||||||||||||||||||||
| Borrowings and derivative liabilities | ||||||||||||||||||||||||
| Borrowings from a related party | ||||||||||||||||||||||||
| Lease liabilities | ||||||||||||||||||||||||
F-8
BITDEER
TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| At December 31, 2024 | ||||||||||||||||||||||||
| In thousands of USD | Within
1 year or on-demand | More
than 1 year but less than 2 years | More
than 2 years but less than 5 years | More
than 5 years | Total | Carrying amount at December 31 | ||||||||||||||||||
| Trade payables | ||||||||||||||||||||||||
| Other payables and accruals | ||||||||||||||||||||||||
| Amounts due to a related party | ||||||||||||||||||||||||
| Borrowings and derivative liabilities | ||||||||||||||||||||||||
| Lease liabilities | ||||||||||||||||||||||||
Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair values are estimated at a specific point in time, by discounting expected cash flows at rates for assets and liabilities of the same remaining maturities and conditions. These estimates are subjective in nature and involve uncertainties and significant judgment, and therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation techniques:
| ● | Level 1 valuation: unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date. |
| ● | Level 2 valuation: inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. |
| ● | Level 3 valuation: fair value measured using significant unobservable inputs. |
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
As of June 30, 2025 and December 31, 2024, except for the investments in financial assets at fair value through profit or loss, cryptocurrency-settled receivables and payables, USDC, and derivative liabilities, substantially all of the Group’s financial assets and financial liabilities are carried at amortized costs and the carrying amounts approximate their fair values.
The fair value of financial instruments traded in active markets is determined with reference to quoted market prices at the end of the reporting period. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. These instruments are included in Level 1.
The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required for evaluating the fair value of a financial instrument are observable, the instrument is included in Level 2. If one or more of the significant inputs are not based on observable market data, the instrument is included in Level 3.
The Group’s finance department performs valuations of financial instruments. The finance department reports directly to the chief financial officer and discusses valuation processes and results with the chief financial officer in order to comply with the Group’s accounting and reporting requirements.
The valuation procedures applied include consideration of recent transactions in the same security or financial instrument, recent financing of the investee companies, economic and market conditions, current and projected financial performance of the investee companies, and the investee companies’ management team as well as potential future strategies to realize the investments. Certain information used in the valuation procedures is obtained through the assistance of independent third-party valuation firm.
F-9
BITDEER
TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The fair value measurement hierarchy for the Group’s financial instruments measured at fair value is as follows:
| In thousands of USD | Valuation technique(s) and key input | June
30, 2025 | Level 1 | Level 2 | Level 3 | |||||||||||||
| USDC | Quoted price | |||||||||||||||||
| Cryptocurrency-settled receivables | Quoted price | |||||||||||||||||
| Investment A, B, D and E in unlisted equity instruments | Net asset value | |||||||||||||||||
| Investment F, I and J in unlisted equity instruments | Recent transaction price | |||||||||||||||||
| Investment C in unlisted equity instrument | Market calibration method | |||||||||||||||||
| Investment G in unlisted debt instrument | Net asset value | |||||||||||||||||
| Investment H in unlisted debt instrument | Recent transaction price | |||||||||||||||||
| Cryptocurrency-settled payables | Quoted price | |||||||||||||||||
| Derivative liabilities | Binomial model | |||||||||||||||||
| In thousands of USD | Valuation technique(s) and key input | December 31, 2024 | Level 1 | Level 2 | Level 3 | |||||||||||||
| USDC | Quoted price | |||||||||||||||||
| Cryptocurrency-settled receivables | Quoted price | |||||||||||||||||
| Investment A, B, D and E in unlisted equity instruments | Net asset value | |||||||||||||||||
| Investment F, I and J in unlisted equity instruments | Recent transaction price | |||||||||||||||||
| Investment C in unlisted equity instrument | Market calibration method | |||||||||||||||||
| Investment G in unlisted debt instrument | Net asset value | |||||||||||||||||
| Investment H in unlisted debt instrument | Binomial model | |||||||||||||||||
| Cryptocurrency-settled payables | Quoted price | |||||||||||||||||
| Derivative liabilities | Binomial model | |||||||||||||||||
During the periods ended June 30, 2025 and 2024, there was transfer between levels. Transfer between levels of the fair value hierarchy, if any, are deemed to occur at the end of each reporting period.
The following table presents the changes in Level 3 financial instruments for the periods ended June 30, 2025 and 2024:
| In thousands of USD | Unlisted
equity instruments and debt instruments | Derivative liabilities | ||||||
| At January 1, 2025 | ||||||||
| Additions | ||||||||
| Derecognition of derivative liabilities on conversion | ( | ) | ||||||
| Net fair value changes recognized in profit or loss | ( | ) | ( | ) | ||||
| At June 30, 2025 | ||||||||
| At January 1, 2024 | ||||||||
| Additions | ||||||||
| Net fair value changes recognized in profit or loss | ||||||||
| At June 30, 2024 | ||||||||
F-10
BITDEER
TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 6. | BUSINESS COMBINATION |
Acquisition of Troll Housing AS and Tydal Data Center AS (the “Norway Acquisition”)
In April 2024, the Group entered into a share purchase agreement with
Renol Invest AS and Bryhni.com AS, the owners of both Troll Housing AS and Tydal Data Center AS (collectively, the “Target
Companies” or “Troll and Tydal”), to purchase
The Group accounted for the acquisition as a business combination under IFRS 3, using the acquisition method.
The details of the purchase consideration, the net assets acquired, and goodwill are as follows:
| In thousands of USD | At
April 15, 2024 | |||
| Purchase consideration | ||||
| Cash consideration paid | ||||
| Senior secured notes (1) | ||||
| Class A ordinary share call options (3) | ||||
| Total purchase consideration | ||||
| Settlement of pre-existing debtor relationship with the Target Companies (4) | ( | ) | ||
| Fair value of consideration transferred | ||||
| (1) |
| (2) |
| (3) |
| At
April 15, 2024 | ||||
| Share price | ||||
| Dividend yield (%) | ||||
| Expected volatility (%) | % | |||
| Risk-free interest rate (%) | % | |||
| (4) |
| (5) | Acquisition-related cost amount to approximately US$ |
For financial reporting purposes, the fair value of the net assets acquired from the Target Companies is based on their financial statements as of March 31, 2024, which is the most recent financial statement available at the time of the fair value assessment on April 15, 2024. There were no material transactions occurred between March 31, 2024 and April 15, 2024.
F-11
BITDEER
TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The assets and liabilities recognized as a result of the acquisition are as follows:
| In thousands of USD | At April 15, 2024 | |||
| Fair value of assets acquired and liabilities assumed | ||||
| Cash and cash equivalents | ||||
| Trade receivables | ||||
| Prepayments and other assets | ||||
| Right-of-use assets | ||||
| Property, plant and equipment | ||||
| Identified intangible assets: rights to electrical capacity | ||||
| Deferred tax assets | ||||
| Trade payables | ( | ) | ||
| Other payables and accruals | ( | ) | ||
| Income tax payables | ( | ) | ||
| Lease liabilities | ( | ) | ||
| Deferred tax liabilities | ( | ) | ||
| Net identifiable assets acquired | ||||
| Goodwill | ||||
| Net assets acquired | ||||
The
fair value of the land on April 15, 2024, of which the amount was included in property, plant and equipment, was measured using the sales
comparison method under the market approach with the assistance of an independent valuation specialist and amounted to US$
The
rights to electrical capacity acquired in the Norway Acquisition are recognized at fair value and the fair value on April 15, 2024 was
US$
The above goodwill is primarily attributable to the ability and experience in regional operations and cannot be recognized as separate intangible assets. The goodwill is not deductible for tax purposes.
Deferred
tax liabilities relating to temporary differences between the tax bases and accounting bases of the assets acquired on April 15, 2024
were recognized in an amount of US$
For the period from April
15, 2024 to June 30, 2024, the Target Companies contributed revenue and net income of and US$
| 7. | REVENUE AND CONTRACT BALANCES |
The Group derives revenues in the following major categories:
| Periods ended June 30, | ||||||||
| In thousands of USD | 2025 | 2024 | ||||||
| Self-mining | ||||||||
| Cloud hash rate | ||||||||
| Hash rate subscription | ||||||||
| Electricity subscription | ||||||||
| Additional consideration from Cloud Hash Rate arrangements under acceleration mode | ||||||||
| Sale of mining rigs and accessories | ||||||||
| Cloud hosting arrangements (2) | ||||||||
| General hosting | ||||||||
| Membership hosting | ||||||||
| Others (1) | ||||||||
| Total revenues | ||||||||
| (1) |
| (2) |
F-12
BITDEER
TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Revenue concentration for the six months ended June 30, 2025 and 2024 is as below:
| Six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Customer A | % | |||||||
| Customer B | % | |||||||
| Customer C | % | |||||||
| * |
Contract assets and liabilities
A contract asset is recognized when the Group recognizes revenue before being unconditionally entitled to the consideration under the payment terms set out in the contract. Contract assets are assessed for expected credit losses and are reclassified to receivables when the right to the consideration has become unconditional. As of June 30, 2025 and December 31, 2024, the Group did not have any contract assets.
A
contract liability is recognized when the customer pays consideration for goods or services before the Group recognizes the related revenue.
A contract liability would also be recognized if the Group has an unconditional right to receive non-refundable consideration before
the Group recognizes the related revenue. In such cases, a corresponding receivable would also be recognized. As of June 30, 2025 and
December 31, 2024, the Group had contract liabilities, presented as deferred revenue on the unaudited condensed consolidated statements
of financial position, of approximately US$
| 8. | SEGMENT INFORMATION |
As
discussed in the Annual Financial Statements, the chief operating decision maker makes resources allocation decisions based on internal
management functions and assesses the Group’s business performance as one integrated business instead of by separate business lines
or geographical regions. Accordingly, the Group has only
Disaggregated revenue data by geographical region in terms of the location where the services are provided or the customers based within the operating segment is as follows:
| Periods ended June 30, | ||||||||
| In thousands of USD | 2025 | 2024 | ||||||
| Singapore | ||||||||
| United States | ||||||||
| Bhutan | ||||||||
| Norway | ||||||||
| Finland | ||||||||
| Ethiopia | ||||||||
| Others | ||||||||
| Total | ||||||||
F-13
BITDEER
TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Selected assets of mining rigs, property, plant and equipment, investment properties, right-of-use assets and intangible assets by geographical region within the operating segment is as follows:
| In thousands of USD | At
June 30, 2025 | At
December 31, 2024 | ||||||
| Singapore | ||||||||
| United States | ||||||||
| Bhutan | ||||||||
| Norway | ||||||||
| Ethiopia | ||||||||
| Others | ||||||||
| Total | ||||||||
| 9. | CASH, CASH EQUIVALENTS AND RESTRICTED CASH |
The breakdown of cash and cash equivalents is as follows:
| In thousands of USD | At
June 30, 2025 | At
December 31, 2024 | ||||||
| US dollar | ||||||||
| Singapore dollar | ||||||||
| Norwegian krone | ||||||||
| Euro | ||||||||
| Bhutan ngultrum | ||||||||
| Chinese renminbi | ||||||||
| Malaysian ringgit | ||||||||
| Canadian dollar | ||||||||
| Hongkong dollar | ||||||||
| Total cash and cash equivalents by currency | ||||||||
| Restricted cash | ||||||||
| Current | ||||||||
| Non-current | ||||||||
| Total restricted cash | ||||||||
The Group classifies short-term deposits and
other highly liquid investments as cash equivalents. As of June 30, 2025, the Group owned short-term deposit in an amount of approximately
US$
The Group’s restricted cash primarily relates to the following:
| (a) | Standby letters of credits (“SLCs”) |
The
Group had outstanding standby letters of credit (“SLCs”) issued to service providers in connection with electricity
and datacenter construction commitments.
| At June 30, 2025 | At December 31, 2024 | |||||||
| Draw Amount (In thousands of USD) | ||||||||
| Range of expiration dates | ||||||||
The amount and expiration dates of the SLCs are amended, from time to time, by the Group and beneficiaries, as a result of the amendments to the associated service agreements.
In connection with the issuance of the SLCs, the banks held the Group’s cash balance equal to the Draw Amount as security. As of June 30, 2025 and December 31, 2024, was utilized by the beneficiaries from the standby letters of credits.
F-14
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| (b) | Pledged cash |
As of June 30,
2025, the Group maintained approximately US$
| 10. | CRYPTOCURRENCIES |
As of June 30, 2025 and December 31, 2024, the Group’s cryptocurrencies consist of the following:
| In thousands of USD | At June 30, 2025 | At December 31, 2024 | ||||||
| Cryptocurrencies other than USDC | ||||||||
| USDC | ||||||||
| Total cryptocurrencies | ||||||||
The details of cryptocurrencies are as follows:
| Periods ended June 30, | ||||||||
| In thousands of USD | 2025 | 2024 | ||||||
| Cost: | ||||||||
| Beginning balances | ||||||||
| Additions | ||||||||
| Disposal and payments | ( | ) | ( | ) | ||||
| Ending balances | ||||||||
| Impairment: | ||||||||
| Beginning balances | ( | ) | ( | ) | ||||
| Additions | ( | ) | ( | ) | ||||
| Ending balances | ( | ) | ( | ) | ||||
| Net book value: | ||||||||
| Beginning balances | ||||||||
| Ending balances | ||||||||
The supplemental information of cryptocurrencies other than USDC is as follows:
| Periods ended June 30, | ||||||||
| In thousands of USD | 2025 | 2024 | ||||||
| Cost: | ||||||||
| Beginning balances | ||||||||
| Additions | ||||||||
| Disposal and payments | ( | ) | ( | ) | ||||
| Ending balances | ||||||||
| Impairment: | ||||||||
| Beginning balances | ( | ) | ( | ) | ||||
| Additions | ( | ) | ( | ) | ||||
| Ending balances | ( | ) | ( | ) | ||||
| Net book value: | ||||||||
| Beginning balances | ||||||||
| Ending balances | ||||||||
The management’s estimates of impairment provision of cryptocurrencies other than USDC are made based on the current market prices of cryptocurrencies as of each balance sheet date. Fluctuations in the market price of cryptocurrencies after the balance sheet date are not considered in determining the provision for impairment of cryptocurrencies other than USDC.
F-15
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 11. | PREPAYMENTS AND OTHER ASSETS |
The breakdown of prepayments and other assets is as follows:
| In thousands of USD | At June 30, 2025 | At December 31, 2024 | ||||||
| Prepayments to suppliers | ||||||||
| Deposits (1) | ||||||||
| Deductible input value-added tax | ||||||||
| Prepayments of income tax | ||||||||
| Others | ||||||||
| Total | ||||||||
| Current | ||||||||
| Non-current | ||||||||
| Total | ||||||||
| (1) |
During the periods ended June 30, 2025 and 2024, the Group did recognize any allowance for expected credit losses or impairment for prepayments and other assets.
| 12. | INVENTORIES |
As of June 30, 2025 and December 31, 2024, the details of inventories are as follows:
| In thousands of USD | At
June 30, 2025 | At
December 31, 2024 | ||||||
| Raw materials | ||||||||
| Work-in-progress | ||||||||
| Finished goods | ||||||||
| Total | ||||||||
During the periods
ended June 30, 2025 and 2024, there were US$
F-16
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 13. | FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS |
The breakdown of financial assets at fair value through profit or loss is as follows:
| In thousands of USD | At
June 30, 2025 | At
December 31, 2024 | ||||||
| Investments in unlisted equity instruments | ||||||||
| - Investment A | ||||||||
| - Investment B | ||||||||
| - Investment C | ||||||||
| - Investment D – investment in a limited partnership set up by Matrixport Group (1) | ||||||||
| - Investment E | ||||||||
| - Investment F | ||||||||
| - Investment I | ||||||||
| - Investment J | ||||||||
| Investments in unlisted debt instruments | ||||||||
| - Investment G | ||||||||
| - Investment H | ||||||||
| Total | ||||||||
| Current | ||||||||
| Non-current | ||||||||
| Total | ||||||||
| (1) |
The above investments in unlisted debt and equity instruments at June 30, 2025 and December 31, 2024 were investments in funds and privately-held enterprises. These financial assets at fair value through profit or loss are measured at fair value using Levels 3 inputs with the assistance of an independent valuation specialist. Refer to Note 5 for more information. The Group does not have control or significant influence over the funds or privately-held enterprises.
F-17
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 14. | MINING RIGS |
The details of mining rigs are as follows:
| In thousands of USD | Mining Rigs | |||
| Cost: | ||||
| At January 1, 2025 | ||||
| Additions (1) | ||||
| At June 30, 2025 | ||||
| Accumulated depreciation: | ||||
| At January 1, 2025 | ( | ) | ||
| Charge for the period | ( | ) | ||
| At June 30, 2025 | ( | ) | ||
| Impairment: | ||||
| At January 1, 2025 | ( | ) | ||
| Additions | ( | ) | ||
| At June 30, 2025 | ( | ) | ||
| Net book value: | ||||
| At June 30, 2025 | ||||
| Cost: | ||||
| At January 1, 2024 | ||||
| Additions (1) | ||||
| At June 30, 2024 | ||||
| Accumulated depreciation: | ||||
| At January 1, 2024 | ( | ) | ||
| Charge for the period | ( | ) | ||
| At June 30, 2024 | ( | ) | ||
| Impairment: | ||||
| At January 1, 2024 | ( | ) | ||
| At June 30, 2024 | ( | ) | ||
| Net book value: | ||||
| At June 30, 2024 | ||||
| (1) |
F-18
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 15. | PROPERTY, PLANT AND EQUIPMENT |
The details of property, plant and equipment are as follows:
| In thousands of USD | Construction in progress | Building | Land | Machinery | Electronic equipment | Leasehold improvements and property improvements | Containerized solution | Others | Total | |||||||||||||||||||||||||||
| Cost: | ||||||||||||||||||||||||||||||||||||
| At January 1, 2025 | ||||||||||||||||||||||||||||||||||||
| Additions (1) | ||||||||||||||||||||||||||||||||||||
| Construction in progress transferred in | ( | ) | ||||||||||||||||||||||||||||||||||
| Disposals | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Exchange adjustments | ( | ) | ( | ) | - | - | ||||||||||||||||||||||||||||||
| At June 30, 2025 | ||||||||||||||||||||||||||||||||||||
| Accumulated depreciation: | ||||||||||||||||||||||||||||||||||||
| At January 1, 2025 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Charge for the period | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Disposals | ||||||||||||||||||||||||||||||||||||
| Exchange adjustments | - | - | ||||||||||||||||||||||||||||||||||
| At June 30, 2025 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Net book value: | ||||||||||||||||||||||||||||||||||||
| At June 30, 2025 | ||||||||||||||||||||||||||||||||||||
| Cost: | ||||||||||||||||||||||||||||||||||||
| At January 1, 2024 | ||||||||||||||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||||||||||||
| Acquired through the business combination (Note 6) | ||||||||||||||||||||||||||||||||||||
| Construction in progress transferred in | ( | ) | ||||||||||||||||||||||||||||||||||
| Disposals | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Exchange adjustments | ||||||||||||||||||||||||||||||||||||
| At June 30, 2024 | ||||||||||||||||||||||||||||||||||||
| Accumulated depreciation: | ||||||||||||||||||||||||||||||||||||
| At January 1, 2024 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Charge for the period | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Disposals | ||||||||||||||||||||||||||||||||||||
| At June 30, 2024 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Net book value: | ||||||||||||||||||||||||||||||||||||
| At June 30, 2024 | ||||||||||||||||||||||||||||||||||||
| (1) | |
The Group had entered into
contractual commitments, which was not recognized in payables, for the acquisition of property, plant and equipment amounting to approximately
US$
F-19
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 16. | INVESTMENT PROPERTIES |
The details of investment properties are as follows:
| In thousands of USD | Leasehold land | Building | Others | Total | ||||||||||||
| Cost: | ||||||||||||||||
| At January 1, 2025 | ||||||||||||||||
| Additions | ||||||||||||||||
| Disposals | ||||||||||||||||
| Exchange adjustments | ||||||||||||||||
| At June 30, 2025 | ||||||||||||||||
| Accumulated depreciation: | ||||||||||||||||
| At January 1, 2025 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Charge for the period | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Disposals | ||||||||||||||||
| Exchange adjustments | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| At June 30, 2025 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net book value: | ||||||||||||||||
| At June 30, 2025 | ||||||||||||||||
| Cost: | ||||||||||||||||
| At January 1, 2024 | ||||||||||||||||
| Additions | ||||||||||||||||
| Disposals | ( | ) | ( | ) | ||||||||||||
| Exchange adjustments | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| At June 30, 2024 | ||||||||||||||||
| Accumulated depreciation: | ||||||||||||||||
| At January 1, 2024 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Charge for the period | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Disposals | ||||||||||||||||
| Exchange adjustments | ||||||||||||||||
| At June 30, 2024 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net book value: | ||||||||||||||||
| At June 30, 2024 | ||||||||||||||||
Leasehold land included in investment properties were right-of-use assets associated with leasehold land under operating leases where the building was constructed on. See Note 18.
The Group leases the investment properties to its
customers under operating leases for terms ranging from
F-20
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The maturity analysis of lease payments receivable under operating leases of investment properties was as follows:
| In thousands of USD | At June 30, 2025 | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
| Total | ||||
The Group has no restrictions on the use of its investment properties and no contractual obligations to each investment property purchased or for repairs, maintenance and enhancements.
The fair value of investment
properties of the Group as of June 30, 2025 and December 31, 2024 was approximately US$
The Group did record any impairment related to investment properties as of June 30, 2025 and December 31, 2024.
| 17. | INTANGIBLE ASSETS AND GOODWILL |
The details of intangible assets and goodwill are as follows:
| In thousands of USD | Rights to electrical capacity | Technology | Patents, trademarks, royalties and other rights | Others | Total intangible assets | Goodwill | ||||||||||||||||||
| Cost: | ||||||||||||||||||||||||
| At January 1, 2025 | ||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||
| At June 30, 2025 | ||||||||||||||||||||||||
| Accumulated depreciation: | ||||||||||||||||||||||||
| At January 1, 2025 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Charge for the period | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| At June 30, 2025 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Net book value: | ||||||||||||||||||||||||
| At June 30, 2025 | ||||||||||||||||||||||||
| Cost: | ||||||||||||||||||||||||
| At January 1, 2024 | ||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||
| Acquired through the business combination (Note 6) | ||||||||||||||||||||||||
| At June 30, 2024 | ||||||||||||||||||||||||
| Accumulated depreciation: | ||||||||||||||||||||||||
| At January 1, 2024 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Charge for the period | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| At June 30, 2024 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Net book value: | ||||||||||||||||||||||||
| At June 30, 2024 | ||||||||||||||||||||||||
The Group had no contractual commitments for the acquisition or development of intangible assets as of June 30, 2025, and December 31, 2024.
Indefinite useful life intangible assets and goodwill are tested for impairment annually, or whenever there are impairment indicators. There were no impairment indicators at June 30, 2025. The Group did not record any impairment related to indefinite useful life intangible assets or goodwill as of June 30, 2025 and December 31, 2024.
F-21
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 18. | LEASES |
The Group occupies most of
its office premises and certain mining datacenters under lease arrangements, which generally have an initial lease term between
to
The unaudited condensed consolidated statements of financial position show the following amounts relating to the right-of-use assets:
| In thousands of USD | At June 30, 2025 | At December 31, 2024 | ||||||
| Right-of-use assets | ||||||||
| - Land and buildings | ||||||||
| Investment properties | ||||||||
| - Leasehold land | ||||||||
Addition to the right-of-use
assets and investment properties of leasehold land, including the increase in the right-of-use assets and investment properties of leasehold
land as a result of lease modification, for the six months ended June 30, 2025 and 2024, were approximately US$
The Group is obligated to complete site restoration for certain leased properties as required under the respective lease agreements. The provision for site restoration is reviewed periodically and updated when there are material changes in the underlying estimates.
The following table represents the movement of the restoration provision:
| Periods ended June 30, | ||||||||
| In thousands of USD | 2025 | 2024 | ||||||
| Restoration provision at January 1 | ||||||||
| Change in provision | ||||||||
| Unwind of discount | ||||||||
| Exchange adjustments | ||||||||
| Restoration provision at June 30 | ||||||||
The unaudited condensed consolidated statements of financial position show the following amounts relating to the lease liabilities:
| In thousands of USD | At June 30, 2025 | At December 31, 2024 | ||||||
| Lease liabilities mature within 12 months | ||||||||
| Lease liabilities mature over 12 months | ||||||||
| Total lease liabilities* | ||||||||
| * |
Amounts recognized in profit or loss:
| Periods ended June 30, | ||||||||
| In thousands of USD | 2025 | 2024 | ||||||
| Depreciation expense of right-of-use assets | ||||||||
| Interest expense* | ||||||||
| Expense relating to variable payment leases | ||||||||
| Expense relating to short-term leases | ||||||||
| Loss on lease termination | ||||||||
| Total | ||||||||
| * |
F-22
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The total cash outflow for
leases, including capital element of lease rentals paid and interests paid on leases for the six months ended June 30, 2025 and 2024
were approximately US$
| 19. | BORROWINGS |
Borrowings consist of the following:
| In thousands of USD | At June 30, 2025 | At December 31, 2024 | ||||||
| Promissory note (a) | ||||||||
| August 2024 convertible senior notes (b) | ||||||||
| November 2024 convertible senior notes (c) | ||||||||
| June 2025 convertible senior notes (d) | ||||||||
| Bank loans | ||||||||
| Total | ||||||||
| Current | ||||||||
| Non-current | ||||||||
| Total | ||||||||
For the six months
ended June 30, 2025 and 2024, the interest arising from borrowings including the interest capitalized to property, plant and equipment
was approximately US$
| (a) | Promissory note |
The Group issued a US$
| (b) | August 2024 convertible senior notes |
In August 2024, the Group issued US$
The August 2024 convertible senior
notes accrue interest at a rate of
Under the interest make-whole conversion
rate adjustment, the holders of the August 2024 convertible senior notes are able to convert at any time during the period from, and including,
the date that is six months after the last date of original issuance of the notes until the close of business on the business day immediately
preceding August 1, 2027 (other than a conversion in connection with a make-whole fundamental change or a cleanup redemption or a tax
redemption). During the period, the Group will increase the conversion rate per US$
The Group is able to call for redemption of the August 2024 convertible senior notes based on the terms and conditions specified in the agreement of the August 2024 convertible senior notes at a redemption price equal to the principal amount of the notes to be redeemed, plus any accrued and unpaid interest. In addition, upon the occurrence of a fundamental change, as defined in the agreement of the August 2024 convertible senior notes, holders may require the Group to repurchase their August 2024 convertible senior notes at a cash repurchase price equal to the principal amount of the August 2024 convertible senior notes to be repurchased, plus accrued and unpaid interest.
F-23
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The conversion features embedded to the August 2024 convertible senior notes met the criteria to be separated from the host contract and recognized separately at fair value. The total proceeds received were first allocated to the fair value of the derivative liability, and the remaining proceeds allocated to the host. The host is subsequently measured using the effective interest method, and the derivative liability is measured at fair value, with changes in fair value recorded in profit or loss. The borrowings and associated derivative liabilities arising from the August 2024 convertible senior notes are classified as current liabilities as of June 30, 2025 and December 31, 2024.
Unamortized debt discount and transaction costs were reported as a direct deduction from the face amount of the August 2024 convertible senior notes.
During the six months ended June 30, 2025, there were 2 types of settlements of the August 2024 convertible senior notes:
| - | The holders of the August 2024 convertible senior notes with aggregate
principal amount of approximately US$ |
| - | The holders of the August 2024 convertible senior notes with aggregate
principal amount of approximately US$ |
The following table reconciles the carrying value of the August 2024 convertible senior notes as of June 30, 2025 and December 31, 2024:
| In thousands of USD | ||||
| Proceeds from issuance of convertible notes | ||||
| Less: transaction costs | ( | ) | ||
| Less: fair value of embedded derivative | ( | ) | ||
| Carrying value of convertible notes at inception | ||||
| Amortized debt discount | ||||
| Debt extinguishment | ( | ) | ||
| At December 31, 2024 | ||||
| Amortized debt discount | ||||
| Debt extinguishment | ( | ) | ||
| At June 30, 2025 | ||||
As of June 30, 2025 and December 31,
2024, the unamortized debt discount was US$
| (c) | November 2024 convertible senior notes |
In November 2024, the Group issued US$
The November 2024 convertible senior
notes accrue interest at a rate of
F-24
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On December 6, 2027 (the
“specified repurchase date”), the holders of the November 2024 convertible senior notes may require the Group to
repurchase all or a portion of their notes for cash, in principal amount of US$
The Group is able to call for redemption of the November 2024 convertible senior notes based on the terms and conditions specified in the agreement of the November 2024 convertible senior notes at a redemption price equal to the principal amount of the notes to be redeemed, plus any accrued and unpaid interest. In addition, upon the occurrence of a fundamental change, as defined in the agreement of the November 2024 convertible senior notes, holders may require the Group to repurchase their November 2024 convertible senior notes at a cash repurchase price equal to the principal amount of the November 2024 convertible senior notes to be repurchased, plus accrued and unpaid interest.
The conversion features embedded to the November 2024 convertible senior notes met the criteria to be separated from the host contract and recognized separately at fair value. The total proceeds received were first allocated to the fair value of the derivative liability, and the remaining proceeds allocated to the host. The host is subsequently measured using the effective interest method, and the derivative liability is measured at fair value, with changes in fair value recorded in profit or loss. The borrowings and associated derivative liabilities arising from the November 2024 convertible senior notes are classified as current liabilities as of June 30, 2025 and December 31, 2024.
Unamortized debt discount and transaction costs were reported as a direct deduction from the face amount of the November 2024 convertible senior notes.
The following table reconciles the carrying value of the November 2024 convertible senior notes as of June 30, 2025 and December 31, 2024:
| In thousands of USD | ||||
| Proceeds from issuance of convertible notes | ||||
| Less: transaction costs | ( | ) | ||
| Less: fair value of embedded derivative | ( | ) | ||
| Carrying value of convertible notes at inception | ||||
| Amortized debt discount | ||||
| At December 31, 2024 | ||||
| Amortized debt discount | ||||
| At June 30, 2025 | ||||
As of June 30, 2025 and December 31,
2024, the unamortized debt discount was US$
| (d) | June 2025 convertible senior notes |
In June 2025, the Group issued US$
The June 2025 convertible senior notes
accrue interest at a rate of
F-25
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On July 6, 2029 (the “specified
repurchase date”), the holders of the June 2025 convertible senior notes may require the Group to repurchase all or a portion of
their notes for cash, in principal amount of US$
The Group is able to call for redemption of the June 2025 convertible senior notes based on the terms and conditions specified in the agreement of the June 2025 convertible senior notes at a redemption price equal to the principal amount of the notes to be redeemed, plus any accrued and unpaid interest. In addition, upon the occurrence of a fundamental change, as defined in the agreement of the June 2025 convertible senior notes, holders may require the Group to repurchase their June 2025 convertible senior notes at a cash repurchase price equal to the principal amount of the June 2025 convertible senior notes to be repurchased, plus accrued and unpaid interest.
The conversion features embedded to the June 2025 convertible senior notes met the criteria to be separated from the host contract and recognized separately at fair value. The total proceeds received were first allocated to the fair value of the derivative liability, and the remaining proceeds allocated to the host. The host is subsequently measured using the effective interest method, and the derivative liability is measured at fair value, with changes in fair value recorded in profit or loss. The borrowings and associated derivative liabilities arising from the June 2025 convertible senior notes are classified as current liabilities as of June 30, 2025.
Unamortized debt discount and transaction costs were reported as a direct deduction from the face amount of the June 2025 convertible senior notes.
The following table reconciles the carrying value of the June 2025 convertible senior notes as of June 30, 2025:
| In thousands of USD | ||||
| Proceeds from issuance of convertible notes | ||||
| Less: transaction costs | ( |
) | ||
| Less: fair value of embedded derivative (see Note 20) | ( |
) | ||
| Carrying value of convertible notes at inception | ||||
| Amortized debt discount | ||||
| At June 30, 2025 | ||||
As of June 30, 2025, the unamortized
debt discount was US$
| 20. | DERIVATIVE LIABILITIES |
The following table represents the movement of the derivative liabilities:
| In thousands of USD | ||||
| Balance at January 1, 2025 | ||||
| Issuance of June 2025 convertible senior notes (d) | ||||
| Change in fair value of derivative liabilities | ( | ) | ||
| Derecognition of derivative liabilities on conversion (a)(b) | ( | ) | ||
| Balance at June 30, 2025 | ||||
| In thousands of USD | ||||
| Balance at January 1, 2024 | ||||
| Issuance of Tether warrants (a) | ||||
| Change in fair value of derivative liabilities | ||||
| Balance at June 30, 2024 | ||||
F-26
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The derivative liabilities balance as of June 30, 2025 and December 31, 2024 comprise of:
| In thousands of USD | At June 30, 2025 | At December 31, 2024 | ||||||
| Tether warrants (a) | ||||||||
| August 2024 convertible senior notes (b) | ||||||||
| November 2024 convertible senior notes (c) | ||||||||
| June 2025 convertible senior notes (d) | ||||||||
| Balance at period end | ||||||||
| (a) | Tether warrants |
In May 2024, the Group entered into a subscription agreement with Tether International Limited (“Tether”). Pursuant to the agreement, the Group agreed to issue and sell to Tether (i)
The warrants are accounted for as a
derivative instrument and measured at fair value at the issuance date and subsequently remeasured at each reporting date, with changes
in fair value recognized in the profit or loss. For the periods ended June 30, 2025 and 2024, the Group recognized changes in fair value
of derivative liability of US$
In May 2025, the derivative liability
related to the Tether Warrant was extinguished upon exercise, with the exercise price adjusted to US$
The following table provides the inputs used in the model for determining the value of the warrant derivative:
| Periods ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Share price | ||||||||
| Dividend yield (%) | ||||||||
| Expected volatility (%) | ||||||||
| Risk-free interest rate (%) | ||||||||
| (b) | Embedded derivative for August 2024 convertible senior notes |
In connection with the issuance of the August 2024 convertible senior notes, the Group recognized a derivative liability related to the embedded conversion feature. See Note 19 for further details on the accounting treatment of the convertible notes and associated derivative liability.
During the six months ended June 30,
2025, holders of the August 2024 convertible senior notes undertook both conversions and extinguishments, pursuant to which, the corresponding derivative liabilities associated with the embedded conversion features, amounting to US$
F-27
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The fair value of the derivative liability was determined using a binomial model, with the assistance of an independent valuation specialist. The model incorporates the following key inputs and assumptions:
| Periods ended June 30, 2025 | ||||
| Share price | ||||
| Dividend yield (%) | ||||
| Expected volatility (%) | ||||
| Risk-free interest rate (%) |
For the six months ended June 30, 2025
and 2024, the Group recognized a gain on change in fair value of derivative liability of US$
| (c) | Embedded derivative for November 2024 convertible senior notes |
In connection with the issuance of the November 2024 convertible senior notes, the Group recognized a derivative liability related to the embedded conversion feature. See Note 19 for further details on the accounting treatment of the convertible notes and associated derivative liability.
The fair value of the derivative liability was determined using a binomial model, with the assistance of an independent valuation specialist. The model incorporates the following key inputs and assumptions:
| Periods ended June 30, 2025 | ||||
| Share price | ||||
| Dividend yield (%) | ||||
| Expected volatility (%) | ||||
| Risk-free interest rate (%) |
For the six months ended June 30, 2025
and 2024, the Group recognized a gain on change in fair value of derivative liability of US$
| (d) | Embedded derivative for June 2025 convertible senior notes |
In connection with the issuance of the June 2025 convertible senior notes, the Group recognized a derivative liability related to the embedded conversion feature. See Note 19 for further details on the accounting treatment of the convertible notes and associated derivative liability.
The fair value of the derivative liability was determined using a binomial model, with the assistance of an independent valuation specialist. The model incorporates the following key inputs and assumptions:
| Initial recognition - At June 23, 2025 | At June 30, 2025 | |||||||
| Share price | ||||||||
| Dividend yield (%) | ||||||||
| Expected volatility (%) | % | % | ||||||
| Risk-free interest rate (%) | % | % | ||||||
For the six months ended June 30, 2025,
the Group recognized a loss on change in fair value of derivative liability of US$
F-28
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 21. | OTHER PAYABLES AND ACCRUALS |
Other payables and accruals consist of the following:
| In thousands of USD | At June 30, 2025 | At December 31, 2024 | ||||||
| Deposits from customers | ||||||||
| Accrued operating expenses | ||||||||
| Payables for surtaxes | ||||||||
| Interest payable | ||||||||
| Payable to the former owners in Norway Acquisition (1) | ||||||||
| Payables for staff-related costs | ||||||||
| Restoration provision | ||||||||
| Warranty provisions | ||||||||
| Others | ||||||||
| Total | ||||||||
| Current | ||||||||
| Non-current | ||||||||
| Total | ||||||||
| (1) |
| 22. | EXPENSES BY NATURE AND OTHER INCOME AND EXPENSES ITEMS |
(a) Expenses by nature
| Periods ended June 30, | ||||||||
| In thousands of USD | 2025 | 2024 | ||||||
| Staff cost | ||||||||
| - Salaries, wages and other benefits | ||||||||
| Share-based payment | ||||||||
| Amortization | ||||||||
| - intangible assets | ||||||||
| Depreciation | ||||||||
| - mining rigs | ||||||||
| - property, plant and equipment | ||||||||
| - investment properties | ||||||||
| - right-of-use assets | ||||||||
| Electricity cost in operating mining rigs | ||||||||
| Cost of mining rigs and accessories sold | ||||||||
| One-off incremental development expense | ||||||||
| Consulting service fee | ||||||||
| Research and development technical service fees | ||||||||
| Office expenses | ||||||||
| Travel expenses | ||||||||
| Expenses of low-value consumables | ||||||||
| Insurance fee | ||||||||
| Advertising expenses | ||||||||
| Logistic expenses | ||||||||
| Expenses of short-term leases | ||||||||
| Expenses of variable payment lease | ||||||||
| Impairment loss of mining rigs | ||||||||
| Others | ||||||||
| Total cost of revenue, selling, general and administrative and research and development expenses | ||||||||
F-29
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(b) Other operating income / (expenses)
| Periods ended June 30, | ||||||||
| In thousands of USD | 2025 | 2024 | ||||||
| Net gains on disposal of cryptocurrencies | ||||||||
| Recognition of impairment loss of cryptocurrencies | ( | ) | ( | ) | ||||
| Change in fair value of cryptocurrency-settled receivables and payables | ( | ) | ||||||
| Others | ( | ) | ||||||
| Total | ( | ) | ||||||
(c) Other net gains / (losses)
| Periods ended June 30, | ||||||||
| In thousands of USD | 2025 | 2024 | ||||||
| Change in fair value of derivative liabilities | ( | ) | ||||||
| Government grants | ||||||||
| Net gains / (losses) on disposal of property, plant and equipment | ( | ) | ||||||
| Changes in fair value of financial assets at fair value through profit or loss | ( | ) | ||||||
| Losses on extinguishment of convertible notes | ( | ) | ||||||
| Others | ( | ) | ( | ) | ||||
| Total | ( | ) | ||||||
(d) Finance income / (expenses)
| Periods ended June 30, | ||||||||
| In thousands of USD | 2025 | 2024 | ||||||
| Interest income | ||||||||
| Gains / (losses) on foreign currency transactions | ( | ) | ||||||
| Unwind of discount on restoration provision | ( | ) | ||||||
| Cryptocurrency transaction service fee | ( | ) | ( | ) | ||||
| Interest on lease liabilities | ( | ) | ( | ) | ||||
Interest expense on borrowings (1) | ( | ) | ( | ) | ||||
| Others | ( | ) | ( | ) | ||||
| Total | ( | ) | ||||||
| (1) |
| 23. | SHARE-BASED PAYMENTS |
In March 2023, the board of directors of BTG approved the 2023 Share
Incentive Plan (the “2023 Plan”), which was effectuated in April 2023. Under
the 2023 Plan, the Group is able to issue up to an aggregate of
F-30
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In June 2023, the board
of directors of BTG approved the 2023 Performance Share Plan (the “2023 Performance Plan”), which was effective in October
2023. The 2023 Performance Plan authorizes the Group
to issue up to an aggregate of
The following table illustrates the number of shares and weighted average exercise prices of, and movements in, share awards.
| Periods ended June 30, 2025 | ||||||||||||
| Number of options (’000) | Weighted average exercise price per share award (US$) | Weighted average fair value per share award (US$) | ||||||||||
| As at January 1, 2025 | ||||||||||||
| Granted during the period | ||||||||||||
| Exercised during the period (1) | ( | ) | ||||||||||
| Forfeited during the period | ( | ) | ||||||||||
| As at June 30, 2025 | ||||||||||||
| Vested and exercisable at June 30, 2025 | ||||||||||||
| Periods ended June 30, 2024 | ||||||||||||
| Number of options (’000) | Weighted average exercise price per share award (US$) | Weighted average fair value per share award (US$) | ||||||||||
| As at January 1, 2024 | ||||||||||||
| Granted during the period | ||||||||||||
| Exercised during the period (1) | ( | ) | ||||||||||
| Forfeited during the period | ( | ) | ||||||||||
| As at June 30, 2024 | ||||||||||||
| Vested and exercisable at June 30, 2024 | ||||||||||||
| (1) |
The weighted average contractual
life for the remaining options at June 30, 2025 and 2024 was
The expense recognized for
share awards during the six months ended June 30, 2025 and 2024 was approximately US$
| Periods ended June 30, | ||||||||
| In thousands of USD | 2025 | 2024 | ||||||
| Cost of revenue | ||||||||
| Selling expenses | ||||||||
| General and administrative expenses | ||||||||
| Research and development expenses | ||||||||
| Total | ||||||||
F-31
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The fair value of the share
awards is estimated at the grant date using the binomial model with the assistance of an independent valuation specialist.
| Periods ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Dividend yield (%) | ||||||||
| Expected volatility (%) | % | % | ||||||
| Risk-free interest rate (%) | % | % | ||||||
| Exercise multiple | ||||||||
The above inputs for the binomial model have been determined based on the following:
| ● | Dividend return is estimated by reference to the Group’s plan to distribute dividends in the near future. Currently, this is estimated to be |
| ● | Expected volatility is estimated based on the daily close price volatility of a number of comparable companies to the Group; |
| ● | Risk-free interest rate is based on the yield to maturity of U.S. treasury bills denominated in US$ at the option valuation date; |
| ● | Exercise multiple is based on empirical research on typical share award exercise behavior. |
| 24. | EQUITY |
Issued share capital
In August 2023, the Group entered
into a purchase agreement with B. Riley Principal Capital II, LLC (“B. Riley Principal Capital II”). Pursuant to the purchase
agreement, the Group has the right to sell to B. Riley Principal Capital II, up to US$
In March 2024, the Group entered
into an At Market Issuance Sales Agreement (the “2024 At Market Issuance Sales Agreement”) with B. Riley Securities, Inc.,
Cantor Fitzgerald & Co., Needham & Company, LLC, Roth Capital Partners, LLC, StockBlock Securities LLC and Rosenblatt Securities
Inc. (the “Sales Agents”). Pursuant to the sales agreement, the Group has the right to sell to the Sales Agents from time
to time of its Class A ordinary shares with a par value US$
In January 2025, the Group entered into an At
Market Issuance Sales Agreement (the “2025 At Market Issuance Sales Agreement”) with Barclays Capital Inc., Cantor Fitzgerald
& Co., A.G.P./Alliance Global Partners, The Benchmark Company, LLC, B. Riley Securities, Inc., BTIG, LLC, Keefe, Bruyette &
Woods, Inc., Needham & Company, LLC, Northland Securities, Inc., Rosenblatt Securities Inc., Roth Capital Partners, LLC, and StockBlock
Securities LLC (the “2025 Sales Agents”). Pursuant to the sales agreement, the Group has the right to sell to the 2025 Sales
Agents from time to time of its Class A ordinary shares with a par value US$
In April 2024, the Group issued
F-32
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In May 2024, the Group issued
In March 2025,
During the six months ended
June 30, 2025, the Group issued
As of June 30, 2025 and December
31, 2024, the Group issued
Treasury equity
In June and October 2023,
the board of directors of the Group approved the adoption of
In September 2024, the board
of directors of the Group approved the adoption of a share repurchase program (the “2024 Share Repurchase Program”) which
authorized to repurchase Class A ordinary share of the Group up to US$
In February and May 2025,
the board of directors of the Group approved the adoption of two share purchase programs (the “2025 Share Repurchase Program”)
which authorized to repurchase Class A ordinary share of the Group up to US$
In connection with the issuance
of the June 2025 convertible senior notes, the Group entered into a zero-strike call option transaction (“Zero-Strike Call Option”)
with Barclays Bank PLC (“Barclays”) to purchase an option to call for
The movements of shares and share capital for the six months ended June 30, 2025 and 2024 are as follows:
| Class A Ordinary Shares | Amount in USD | Class V Ordinary Shares | Amount in USD | |||||||||||||
| At January 1, 2025, shares issued and outstanding | ||||||||||||||||
| Issuance of shares for exercise of share awards | ||||||||||||||||
| Issuance of shares for cash | ||||||||||||||||
| Issuance of shares for exercise of warrant | ||||||||||||||||
| Acquisition of treasury shares | ( | ) | ||||||||||||||
| Issuance of shares in connection with conversion of convertible notes | ||||||||||||||||
| Conversion of Class V to Class A ordinary shares | ( | ) | ||||||||||||||
| At June 30, 2025, shares issued and outstanding | ||||||||||||||||
| Class A Ordinary Shares | Amount in USD | Class V Ordinary Shares | Amount in USD | |||||||||||||
| At January 1, 2024, shares issued and outstanding | ||||||||||||||||
| Issuance of shares for exercise of share awards | ||||||||||||||||
| Issuance of shares for cash | ||||||||||||||||
| Issuance of shares as consideration for the Norway Acquisition | ||||||||||||||||
| At June 30, 2024, shares issued and outstanding | ||||||||||||||||
| * |
F-33
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Reserves
The Group’s reserves mainly include the following:
| (i) | Share premium, which effectively represents the share subscription amount paid over the par value of the shares. The application of the share premium account is governed by Section 34 of the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands as amended, supplemented or otherwise modified from time to time. |
| (ii) | All foreign exchange differences arising from the translation of the financial statements of foreign operations. |
| (iii) | The value of the conversion option of the equity component embedded in the convertible notes. |
| (iv) | The accumulated share-based payment expenses. |
| (v) | The amount of derivative liabilities reclassified due to de-recognition of the associated instruments. |
| (vi) | The amount of treasury shares cancelled. |
Capital management
The Group’s primary objective in terms of managing capital is to
| ● | Safeguard the Group’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, mainly by pricing products and services commensurate with the level of risk |
| ● | To support the Group’s stability and growth |
| ● | To provide capital for the purpose of strengthening the Group’s risk management capability |
The Group’s business and financial condition are highly correlated with the market price of cryptocurrencies. For the six months ended June 30, 2025 and 2024, the Group’s revenue is substantially generated from cryptocurrency-related operations. The Group has adopted various measures to minimize the risk associated with the fluctuation in the market price of cryptocurrencies. In response to the market dynamics, the Group applied a flexible internal strategy for either converting of cryptocurrencies it obtains through its principal business into fiat currency to support its operations as needs, or holding the cryptocurrencies to capture potential higher appreciation in value in the future.
The Group actively and regularly reviews and manages its capital structure to ensure optimal balance between capital structure and shareholder returns, taking into account the future capital requirements of the Group and capital efficiency, prevailing and projected profitability, projected cash flows, projected capital expenditures and projected strategic investment opportunities. In order to maintain or adjust the capital structure, the Group may issue new shares, raise new debts, repurchase shares or convert debt into equity.
The Group is subject to certain externally imposed capital requirements under its loan agreement, with which it has complied as at June 30, 2025.
| 25. | TAXATION |
The subsidiaries of the Group incorporated in Cayman Islands and British Virgin Islands (“BVI”) are not subject to tax on income or capital gain. In addition, payments of dividends by the Group to its shareholders are not subject to withholding tax in Cayman Islands.
The subsidiaries of the Group incorporated in other countries are subject to income tax pursuant to the rules and regulations of their respective countries of incorporation.
The provisions for income taxes for the six months ended June 30, 2025 and 2024 are summarized as follows:
| Periods ended June 30, | ||||||||
| In thousands of USD | 2025 | 2024 | ||||||
| Current income tax expenses | ||||||||
| Deferred income tax benefit | ( | ) | ( | ) | ||||
| Total | ( | ) | ||||||
Taxes on profits or losses
for the interim period are accrued using the tax rates that would be applicable to expected total annual assessable profit or loss. The
effective tax rate for the six months ended June 30, 2025 and 2024 was (
F-34
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Deferred tax assets / (liabilities) as of June 30, 2025 and December 31, 2024 comprise of the following:
| In thousands of USD | At June 30, 2025 | At December 31, 2024 | ||||||
| Deferred tax assets | ||||||||
| Net operating losses | ||||||||
| Share-based payments | ||||||||
| Deferred revenue | ||||||||
| Property, plant and equipment, intangible assets and right-of-use assets | ||||||||
| Impairment charges | ||||||||
| Total deferred tax assets | ||||||||
| Set-off of deferred tax positions relate to income taxes levied by the same tax authority | ( | ) | ( | ) | ||||
| Deferred tax assets | ||||||||
| Deferred tax liabilities | ||||||||
| Property, plant and equipment and intangible assets | ( | ) | ( | ) | ||||
| Set-off of deferred tax positions relate to income taxes levied by the same tax authority | ||||||||
| Deferred tax liabilities | ( | ) | ( | ) | ||||
| Net deferred tax liabilities | ( | ) | ( | ) | ||||
The movements in the net deferred tax liabilities during the six months ended June 30, 2025 and 2024 are as follows:
| In thousands of USD | January 1, 2025 | Recognized in profit or loss | June 30, 2025 | |||||||||
| Tax losses carried forward | ||||||||||||
| Share-based payments | ||||||||||||
| Deferred revenue | ||||||||||||
| Property, plant and equipment, intangible assets and right-of-use assets | ( | ) | ( | ) | ||||||||
| Impairment charges | ||||||||||||
| Net deferred tax liabilities | ( | ) | ( | ) | ||||||||
| In thousands of USD | January 1, 2024 | Recognized in profit or loss | Acquisition through the business combination (Note 6) | June 30, 2024 | ||||||||||||
| Tax losses carried forward | ( | ) | ||||||||||||||
| Share-based payments | ||||||||||||||||
| Deferred revenue | ||||||||||||||||
| Property, plant and equipment, intangible assets and right-of-use assets | ( | ) | ( | ) | ( | ) | ||||||||||
| Net deferred tax liabilities | ( | ) | ( | ) | ( | ) | ||||||||||
The Group has not recognized deductible temporary differences and a portion of the tax loss carry forward because the criteria for recognition (i.e. the probability of future taxable profits) were not met. The amount of such unused tax losses will expire as follows:
| Tax Jurisdiction | Amount in thousands of USD | Earliest year of expiration if not utilized | ||||
| Singapore | ||||||
| United States | ||||||
| Hong Kong | ||||||
| Norway | ||||||
| Netherlands | ||||||
| Thailand | ||||||
| Total | ||||||
F-35
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 26. | RELATED PARTY TRANSACTIONS |
Compensation for key management and Board of Directors
| Periods ended June 30, | ||||||||
| In thousands of USD | 2025 | 2024 | ||||||
| Salaries and other emoluments | ||||||||
| Total | ||||||||
Related party balances and transactions
The followings set forth the significant related party and its relationships with the Group:
| Name of related party | Relationship with the Group | |
| Matrix Finance and Technologies Holding Group and its subsidiaries (“Matrixport Group”) |
Details of assets, liabilities and transactions with the related party are as follows:
| In thousands of USD | At June 30, 2025 | At December 31, 2024 | ||||||
| Due from a related party | ||||||||
| - Trade receivables (1) | ||||||||
| - Other receivables (1) | ||||||||
| Total due from a related party | ||||||||
| Due to a related party | ||||||||
| - Other payables (2) | ||||||||
| Total due to a related party | ||||||||
| Borrowings from a related party | ||||||||
| - Borrowings (3) | ||||||||
Total borrowings from a related party | ||||||||
| Periods ended June 30, | ||||||||
| In thousands of USD | 2025 | 2024 | ||||||
| - Provide service to a related party (1) | ||||||||
| - Receive service from a related party | ||||||||
| - Gain / (loss) on changes in fair value of financial assets at fair value through profit or loss | ( | ) | ||||||
| - Sale of mining rigs peripherals to a related party | ||||||||
| - Interest expense on borrowings from a related party (4) | ||||||||
| (1) |
| (2) |
| (3) |
| (4) |
During the six months ended June 30, 2025 and 2024, substantially all of the Group’s cryptocurrencies were held in custody by Matrixport Group, and the Group’s disposal of cryptocurrencies, at spot price on the date of disposal, was primarily to Matrixport Group.
F-36
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 27. | EARNINGS / (LOSS) PER SHARE |
The calculation of basic earnings / (loss) per share is based on the profit or loss attributable to ordinary equity shareholders of the Group and the weighted average number of ordinary shares outstanding for the six months ended June 30, 2025 and 2024.
Diluted earnings / (loss) per share is computed using the weighted average number of ordinary shares and dilutive potential ordinary shares outstanding during the respective periods.
For the six months ended June 30, 2025, the potential ordinary shares related to the outstanding share awards, the promissory note, June 2025 convertible senior notes, and options issued in the Norway Acquisition were excluded from the calculation of diluted loss per share as their effect would have been anti-dilutive. For the six months ended June 30, 2024, the potential ordinary shares related to the outstanding share awards, the promissory note, warrants recorded in the derivative liabilities, and options issued in the Norway Acquisition were similarly excluded from the diluted loss per share calculation, as their inclusion would have been anti-dilutive.
The following reflects the profit / (loss) and share data used in the basic and diluted earnings / (loss) per ordinary share computations:
| Periods ended June 30, | ||||||||
| In thousands of USD, except for the per share data | 2025 | 2024 | ||||||
| Profit / (loss) attributable to ordinary equity shareholders of the Group | ( | ) | ||||||
| Weighted average number of ordinary shares outstanding (thousand shares) | ||||||||
| Basic earnings / (loss) per share (In USD) | ( | ) | ||||||
| Profit / (loss) attributable to ordinary equity shareholders of the Group | ( | ) | ||||||
| Adjustments for potential dilutive instruments: | ||||||||
| - Impact of derivative liabilities related to the warrants | ( | ) | ||||||
| - Impact of derivative liabilities and interest expense related to the August 2024 and November 2024 convertible senior notes | ( | ) | ||||||
| Loss attributable to ordinary equity shareholders of the Group for diluted EPS | ( | ) | ( | ) | ||||
| Weighted average number of ordinary shares outstanding (thousand shares) | ||||||||
| Effect of potential dilutive ordinary shares: | ||||||||
| - Assumed exercise of warrants (thousand shares) | ||||||||
| - Assumed conversion of the August 2024 and November 2024 convertible senior notes (thousand shares) | ||||||||
| Weighted average number of shares outstanding for diluted EPS (thousand shares) | ||||||||
| Diluted loss per share (In USD) | ( | ) | ( | ) | ||||
| (1) | Each Class A ordinary share carries |
F-37
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 28. | SUPPLEMENTAL CASH FLOW INFORMATION |
The non-cash investing and financing activities are as follows:
| Periods ended June 30, | ||||||||
| In thousands of USD | 2025 | 2024 | ||||||
| NON-CASH INVESTING AND FINANCING TRANSACTIONS | ||||||||
| Operating lease right-of-use assets and leasehold land obtained in exchange for liabilities assumed | ||||||||
| Payment for purchase of property, plant and equipment in form of cryptocurrencies | ||||||||
| Borrowing costs capitalized as additional to property, plant and equipment | ||||||||
| Liabilities assumed in connection with payment for mining rigs | ||||||||
| Liabilities assumed in connection with acquisition of property, plant and equipment and intangible assets | ||||||||
| Prepayments realized as additions to property, plant and equipment and intangible assets | ||||||||
| Transfer of inventory to mining rigs | ||||||||
| Settlement of pre-existing debtor relationship in the Norway Acquisition (Note 6) | ||||||||
| Issuance of senior secured notes, Class A ordinary shares and share options in connection with the Norway Acquisition (Note 6) | ||||||||
| Cancellation of repurchased treasury shares | ||||||||
| Transaction cost-related liabilities assumed in connection with the issuance of the convertible senior notes | ||||||||
| Issuance of Class A ordinary shares in connection with conversion of convertible senior notes | ||||||||
| 29. | SUBSEQUENT EVENTS |
In February 2025, the Group
entered into a purchase and sale agreement with Alberta Limited to purchase
In July 2025, the Group entered into an amendment
to the Loan 2025 with Matrixport Group, pursuant to which the total maximum financing facility was increased from US$
In July 2025, the holder of
promissory note converted US$
In July 2025, the Group granted
a total of approximately
In August 2025, the Group entered into a structured product master agreement with Matrixport Group to facilitate a digital assets-backed financing arrangement. Under the agreement, the Group may pledge Bitcoin or other digital assets as collateral in exchange for financing in USDT, subject to loan-to-value ratios and option-based payoff terms as specified in each transaction confirmations. The arrangement includes settlement mechanisms based on reference prices of Bitcoin within a predetermined strike range and provides for renewal options at maturity. As of September 29, 2025, no transactions had been executed under this agreement.
In September 2025, the
Group entered into a loan agreement with Matrixport Group for a financing facility of up to US$
In September 2025, the Group
redeemed the remaining outstanding US$
In September 2025, the Group
increased its existing financing facility with a commercial bank from US$
For the period from July 1,
2025 to September 29, 2025, the Group newly issued
There were no other material subsequent events during the period from June 30, 2025 to the approval date of this Interim Financial Information on September 29, 2025.
F-38
Exhibit 99.2
RECENT DEVELOPMENT
Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” “our Company,” “Bitdeer” refer to Bitdeer Technologies Group. Capitalized terms not otherwise defined shall have the meanings ascribed to them in our annual report on Form 20-F for the year ended December 31, 2024, filed with the Securities and Exchange Commission on April 21, 2025.
Recent Developments
Cleanup Redemption of 8.50% Convertible Notes
On September 8, 2025, we issued a notice of cleanup redemption for all US$7,700,000 aggregate principal amount outstanding of our 8.50% Convertible Notes, pursuant to which we will redeem all 8.50% Convertible Notes on September 23, 2025 (the “Cleanup Redemption Date”) that have not been converted prior to the Cleanup Redemption Date at a redemption price in cash equal to 100% of the principal amount of the 8.50% Convertible Notes, plus accrued and unpaid interest, from August 15, 2025 to, but excluding, the Cleanup Redemption Date (the “Redemption Price”). On the Cleanup Redemption Date, the Redemption Price will become due and payable upon each 8.50% Convertible Note to be redeemed and interest thereon will cease to accrue on and after the Cleanup Redemption Date. As of September 19, 2025, being the conversion deadline, we had converted the remaining outstanding aggregate principal amount of US$7.7 million of our 8.50% Convertible Notes at a conversion rate of 127.9743 Class A ordinary shares per US$1,000 principal amount, as adjusted pursuant to the agreement, resulting in the issuance of a total of 985,400 Class A ordinary shares.
Digital Asset Collateralized Financing
In August 2025, we entered into a structured product master agreement with a subsidiary of Matrix Finance and Technology Holding Company (“Matrixport”), a related party of our Company, to facilitate a digital assets-backed financing arrangement. Under the agreement, we may pledge Bitcoin (BTC) or other digital assets as collateral in exchange for financing in USDT, subject to loan-to-value ratios and option-based payoff terms as specified in each transaction confirmation. The arrangement includes settlement mechanisms based on reference prices of BTC within a predetermined strike range and provides renewal options upon maturity. As of September 29, 2025, no transactions had been executed under this agreement.
Conversion of Promissory Note
In July 2025, the holder of the Bitdeer Convertible Note converted its remaining principal amount of US$15.0 million into 2,036,383 Class A ordinary shares at a conversion price of US$7.3660 per share.
Convertible Notes Offering
On June 23, 2025, we issued US$375,000,000 aggregate principal amount of 4.875% convertible senior notes due 2031 (the “June 2025 Convertible Notes”) in a private placement to certain initial purchasers therein, including US$45,000,000 principal amount of June 2025 Convertible Notes pursuant to the exercise in full by the initial purchasers in that private placement of their over-allotment option to purchase additional June 2025 Convertible Notes.
In connection with the pricing of the June 2025 Convertible Notes, we entered into a privately negotiated zero-strike call option transaction with one of the initial purchasers or its affiliate (the “option counterparty”). Pursuant to this transaction, we paid a premium of approximately US$129.6 million for the right to receive, without further payment, approximately 10.2 million Class A ordinary shares, subject to customary adjustments. These shares will be delivered by the option counterparty upon expiry of the option, subject to early settlement of the zero-strike call option transaction in whole or in part at the option counterparty’s discretion.
Share Repurchase Program
On May 30, 2025, our board of directors approved a new share repurchase program to repurchase up to additional US$40.0 million worth of its Class A ordinary shares, effective from May 30, 2025 and ending on May 29, 2026. As of September 29, 2025, we have repurchased 72,200 Class A ordinary shares for approximately US$1.0 million under the foregoing share repurchase program.
Our US$20,000,000 share repurchase program approved on February 28, 2025 had been fully utilized in May 2025 and our US$10,000,000 share repurchase program approved on September 6, 2024, had been fully utilized in February 2025.
Exercise of Warrant in Private Placement
On May 30, 2024, we entered into a subscription agreement for a private placement with Tether, pursuant to which we issued to Tether (i) 18,587,360 Class A ordinary shares, and (ii) a warrant to purchase up to 5,000,000 Class A ordinary shares (the “Tether warrant” or “Warrant”) at an exercise price equivalent to US$10.00 per Class A ordinary share. The Warrant contains a weighted-average anti-dilution provision that adjusts the number of shares issuable upon exercise if we issue shares at a price below the Warrant’s then-effective exercise price. Due to certain dilutive issuances, the number of Class A ordinary shares issuable upon exercise of the Warrant increased from 5,000,000 to 5,186,627. On May 23, 2025, Tether exercised the Warrant in full.
Loan Agreements with Matrixport
In April 2025, we entered into a loan agreement with Matrixport for a financing facility of up to US$200 million (the “April 2025 Matrixport Loan”). Loans drawn under this facility bear a variable interest rate equal to 9.0% plus a market-based reference rate. Each drawdown is repayable in fixed monthly installments over a 24-month term and is secured by a pledge of SEALMINERs, which is maintained based on a loan-to-value ratio. In July 2025, we entered into an amendment agreement with Matrixport in relation to the April 2025 Matrixport Loan, pursuant to which Matrixport agreed to extend one or more loans to our Company of up to a total maximum amount of US$400 million. As of September 29, 2025, we had fully drawn down the facility.
In September 2025, we entered into another loan agreement with Matrixport, for a financing facility of up to US$400.0 million. Loans drawn under the facility bear interest rate of 8.35% per annum, payable monthly in arrears. Each drawdown has a tenor of 24 months from its drawdown date and is secured by Bitcoin, maintained based on a loan-to-value ratio. As of September 29, 2025, we had drawn down US$85.0 million under this facility.
Expansion into Ethiopia
In April 2025, we signed a sale and purchase agreement and a turnkey agreement for the acquisition and construction of a 50 MW mining datacenter in the Oromia region of Ethiopia for US$7.5 million, including a local company with a mining permit, a 33kV substation connection, and a 4-year power purchase agreement with Ethiopian Electric Power Company. We are collaborating with an EPC contractor with specialized experience in Bitcoin mining and targeting energization by the fourth quarter of 2025.
2025 Strategic Acquisition of the 101 MW Site and Gas-fired Power Project in Alberta
In February 2025, we signed the agreement for the acquisition of a fully licensed and permitted 101 MW site and gas-fired power project situated on 19 acres of land near Fox Creek, Alberta in an all-cash transaction for approximately US$21.7 million. The site has potential to scale to 1 GW of power, reflecting Alberta’s abundant energy resources, supportive regulatory posture and pro-business environment. The 101 MW gas-fired power project includes all permits and licenses required to construct an on-site natural gas power plant, as well as approval for a 99 MW grid interconnection with Alberta Electric System Operator. The transaction was closed on July 9, 2025. We will develop and construct the power plant in partnership with a leading engineering, procurement and construction company.
2
At Market Issuance
On January 3, 2025, we entered into the 2025 At Market Issuance Sales Agreement with Barclays Capital Inc., Cantor Fitzgerald & Co., A.G.P./Alliance Global Partners, The Benchmark Company, LLC, B. Riley Securities, Inc., BTIG, LLC, Keefe, Bruyette & Woods, Inc., Needham & Company, LLC, Northland Securities, Inc., Rosenblatt Securities Inc., Roth Capital Partners, LLC and StockBlock Securities LLC as sales agents (collectively, the “Sales Agents”), pursuant to which we may offer and sell our Class A ordinary shares from time to time through or to the Sales Agents, as agent or principal (the “2025 ATM Program”). It is not possible to predict the actual number of Class A ordinary shares, if any, we will sell under such agreement, or the actual gross proceeds resulting from those sales. As of September 29,2025, the 2025 ATM Program has not been activated.
As of August 31, 2025, we had offered and sold an aggregate of 30,899,686 Class A ordinary shares under the 2024 At Market Issuance Sales Agreement for total net proceeds of approximately US$474.5 million. Of this amount, for the eight months ended August 31, 2025, we offered and sold 7,586,339 Class A ordinary shares for total net proceeds of approximately US$138.2 million.
Results of Operations for the Six Months Ended June 30, 2025 and 2024
The following tables summarize our results of operations, revenue breakdown, and expenses by nature for the six months ended June 30, 2025 and 2024. This information should be read together with our unaudited interim condensed consolidated financial statements for the six months ended June 30, 2025 and 2024 and related notes. The results of operations in any particular period are not necessarily indicative of our future trends.
The following table summarizes our results of operations for the periods indicated.
| For the Six Months Ended June 30 | ||||||||
| 2025 (Unaudited) | 2024 (Unaudited) | |||||||
| US$ | US$ | |||||||
| (in thousands) | ||||||||
| Revenue | 225,710 | 218,735 | ||||||
| Cost of revenue | (216,115 | ) | (160,199 | ) | ||||
| Gross profit | 9,595 | 58,536 | ||||||
| Selling expenses | (3,019 | ) | (3,863 | ) | ||||
| General and administrative expenses | (35,527 | ) | (30,821 | ) | ||||
| Research and development expenses | (79,591 | ) | (29,212 | ) | ||||
| Other operating incomes / (expenses) | (4,054 | ) | 3,177 | |||||
| Other net gains / (losses) | 394,599 | (13,020 | ) | |||||
| Profit / (loss) from operations | 282,003 | (15,203 | ) | |||||
| Finance income / (expenses) | (23,036 | ) | 107 | |||||
| Profit / (loss) before taxation | 258,967 | (15,096 | ) | |||||
| Income tax benefits /(expenses) | 2,773 | (2,041 | ) | |||||
| Profit / (loss) for the period | 261,740 | (17,137 | ) | |||||
3
The following table sets forth a breakdown of our revenue, for the periods indicated.
| For the Six Months Ended June 30 | ||||||||||||||||
| 2025 (Unaudited) | 2024 (Unaudited) | |||||||||||||||
| US$ | % | US$ | % | |||||||||||||
| (in thousands, except for percentages) | ||||||||||||||||
| Revenue | ||||||||||||||||
| Self-mining | 96,538 | 42.8 | 90,084 | 41.2 | ||||||||||||
| Cloud hash rate | 51 | * | 30,342 | 13.9 | ||||||||||||
| Hash rate subscription | 38 | * | 18,400 | 8.4 | ||||||||||||
| Electricity subscription | 13 | * | 11,713 | 5.4 | ||||||||||||
| Additional consideration from Cloud Hash Rate arrangements under accelerator mode | – | – | 229 | 0.1 | ||||||||||||
| Sale of mining rigs and accessories | 73,554 | 32.6 | – | – | ||||||||||||
| Cloud Hosting arrangements | 31 | * | 1,001 | 0.5 | ||||||||||||
| General Hosting | 18,960 | 8.4 | 49,525 | 22.6 | ||||||||||||
| Membership Hosting | 30,868 | 13.7 | 41,669 | 19.0 | ||||||||||||
| Others(1) | 5,708 | 2.5 | 6,114 | 2.8 | ||||||||||||
| Total revenue | 225,710 | 100.0 | 218,735 | 100.0 | ||||||||||||
| * | Less than 0.1% but not nil. |
| (1) | “Others” include revenue generated primarily from providing technical and human resources service, repairment services of hosted mining rigs, lease of investment properties, the sale of mining rigs peripherals, the sale of containerized solution products and providing HPC and AI cloud services. |
The following table sets forth a breakdown by nature of our cost of revenue, selling, general and administrative, and research and development expenses for the periods indicated.
| For the Six Months Ended June 30 | ||||||||||||||||
| 2025 (Unaudited) | 2024 (Unaudited) | |||||||||||||||
| US$ | % | US$ | % | |||||||||||||
| (in thousands, except for percentages) | ||||||||||||||||
| Staff cost | ||||||||||||||||
| - Salaries, wages and other benefits | 37,989 | 11.4 | 28,987 | 12.9 | ||||||||||||
| Share-based payment | 20,574 | 6.2 | 15,896 | 7.1 | ||||||||||||
| Amortization | ||||||||||||||||
| - intangible assets | 11,566 | 3.5 | 640 | 0.3 | ||||||||||||
| Depreciation | ||||||||||||||||
| - mining rigs | 12,337 | 3.7 | 9,487 | 4.2 | ||||||||||||
| - property, plant and equipment | 19,817 | 5.9 | 21,392 | 9.5 | ||||||||||||
| - investment properties | 1,376 | 0.4 | 1,347 | 0.6 | ||||||||||||
| - right-of-use assets | 6,736 | 2.0 | 3,625 | 1.6 | ||||||||||||
| Electricity cost in operating mining rigs | 93,397 | 27.9 | 110,474 | 49.3 | ||||||||||||
| Cost of mining rigs and accessories sold | 63,220 | 18.9 | - | - | ||||||||||||
| One-off incremental development expense | 38,616 | 11.6 | 14,878 | 6.6 | ||||||||||||
| Consulting service fee | 5,864 | 1.8 | 3,712 | 1.7 | ||||||||||||
| Research and development technical service fees | 4,975 | 1.5 | 1,424 | 0.6 | ||||||||||||
| Office expenses | 2,401 | 0.7 | 2,058 | 0.9 | ||||||||||||
| Travel expenses | 1,974 | 0.6 | 1,760 | 0.8 | ||||||||||||
| Expenses of low-value consumables | 1,934 | 0.6 | 843 | 0.4 | ||||||||||||
| Insurance fee | 1,191 | 0.4 | 1,566 | 0.7 | ||||||||||||
| Advertising expenses | 1,116 | 0.3 | 1,082 | 0.5 | ||||||||||||
| Logistic expenses | 119 | * | 148 | 0.1 | ||||||||||||
| Expenses of short-term leases | 111 | * | 160 | 0.1 | ||||||||||||
| Expenses of variable payment lease | 76 | * | 134 | 0.1 | ||||||||||||
| Impairment loss of mining rigs | 51 | * | - | - | ||||||||||||
| Others | 8,812 | 2.6 | 4,482 | 2.0 | ||||||||||||
| Total cost of revenue, selling, general and administrative and research and development expenses | 334,252 | 100.0 | 224,095 | 100.0 | ||||||||||||
| * | Less than 0.1% but not nil. |
4
Comparison of Six Months Ended June 30, 2025 and 2024
Revenue
Our revenue increased from US$218.7 million for the six months ended June 30, 2024 to US$225.7 million for the six months ended June 30, 2025, primarily driven by an increase in sales of mining rigs and accessories, offset by a decrease in General Hosting and Membership Hosting.
| ● | Revenue generated from our self-mining business increased by 7.2% from US$90.1 million for the six months ended June 30, 2024 to US$96.5 million for the six months ended June 30, 2025. The change was primarily due to the increase in the average self-mining hash rate and higher average Bitcoin prices, partially offset by a decrease in Bitcoin production due to the April 2024 halving and higher mining difficulty. The hash rate used for self-mining, calculated as the monthly average over the six-month period, was approximately 12.0 EH/s for the six months ended June 30, 2025, compared to 6.8 EH/s for the six months ended June 30, 2024. |
| ● | Revenue generated from Cloud Hash Rate decreased by 99.8% from US$30.3 million for the six months ended June 30, 2024 to US$0.1 million for the six months ended June 30, 2025, which was primarily due to expiration of long-term Cloud Hash Rate contracts and subsequent reallocation of nearly all hash rate of the mining rigs to self-mining operations by the end of 2024. Sales price of hash rate subscription is primarily priced with reference to Bitcoin price and overall network hash rate at the time of sales and revenue generated from the subscription is recognized evenly over the duration of the subscription. The hash rate allocated to Cloud Hash Rate, calculated on a six-month monthly average basis, were nil and 1.6 EH/s for the six months ended June 30, 2025 and 2024, respectively. The decrease in revenue from electricity subscription was attributable to the expiration of long-term Cloud Hash Rate contracts. |
| ● | Revenue generated from sales of mining rigs and accessories increased from nil for the six months ended June 30, 2024 to US$73.6 million for the six months ended June 30, 2025, which was primarily due to the mass production and sales of SEALMINER A2 and A2 pro series mining rigs started from 2025. |
| ● | Revenue generated from General Hosting decreased by 61.7% from US$49.5 million for the six months ended June 30, 2024 to US$19.0 million for the six months ended June 30, 2025, which was primarily due to the expiration of certain hosting customer contracts as well as the removal of older and less efficient mining rigs by other hosting customers following the April 2024 halving as a result of reduced mining economics. |
| ● | Revenue generated from Membership Hosting decreased by 25.9% from US$41.7 million for the six months ended June 30, 2024 to US$30.9 million for the six months ended June 30, 2025. Similar to General Hosting, the decline was primarily driven by customers scaling down operations for older and less efficient rigs following the April 2024 halving as a result of reduced mining economics. |
| ● | Revenue generated from others decreased by 6.6% from US$6.1 million for the six months ended June 30, 2024 to US$5.7 million for the six months ended June 30, 2025, primarily due to a decrease in revenue from the sale of containerized solution products and lease of investment properties, partially offset by an increase in revenue from the HPC and AI cloud services. |
5
Cost of Revenue
| ● | Our cost of revenue increased from US$160.2 million for the six months ended June 30, 2024 to US$216.1 million for the six months ended June 30, 2025, primarily driven by an increase in costs of SEALMINERs sold to customers, depreciation expenses of mining rigs, and the increase in employees and in salaries, wages and other benefits, partially offset by a decrease in electricity cost. |
| ● | Electricity cost in operating mining rigs decreased by 15.5% from US$110.5 million for the six months ended June 30, 2024 to US$93.4 million for the six months ended June 30, 2025, which was primarily due to the decreased overall energy consumption related to the reduced hosted mining rigs, partially offset by the slightly higher average electricity price in the first half of 2025 as compared to the first half of 2024. |
| ● | Cost of mining rigs and accessories sold increased from nil for the six months ended June 30, 2024 to US$63.2 million for the six months ended June 30, 2025, which was in line with the sales of mining rigs as a result of the mass production and sales of SEALMINER A2 and A2 pro series mining rigs during 2025. |
| ● | Depreciation of mining rigs increased by 30.0% from US$9.5 million for the six months ended June 30, 2024 to US$12.3 million for the six months ended June 30, 2025, primarily due to the deployment of the SEALMINERs for self-mining business in our datacenters during 2025. |
Selling Expenses
Our selling expenses decreased by 21.8% from US$3.9 million for the six months ended June 30, 2024 to US$3.0 million for the six months ended June 30, 2025, respectively, primarily due to the decrease in staff costs and lower share-based payment expenses for sales personnel.
General and Administrative Expenses
Our general and administrative expenses increased by 15.3% from US$30.8 million for the six months ended June 30, 2024 to US$35.5 million for the six months ended June 30, 2025, primarily due to an increase in staff costs for general and administrative personnel and consulting fees, partially offset by a decrease in share-based payment expenses recognized according to graded vesting schedules for outstanding share awards for six months ended June 30, 2025.
Research and Development Expenses
Our research and development expenses increased by 172.5% from US$29.2 million for the six months ended June 30, 2024 to US$79.6 million for the six months ended June 30, 2025, primarily due to higher expenditures related to the one-off incremental development expenses for the application-specific integrated circuit (“ASIC”) chips, higher engineering costs related to our ASIC development roadmap, and non-cash amortization expenses of intangible assets related to the acquisition of FreeChain in the fourth quarter of 2024.
Other Operating Income / (Expenses)
We generated other operating income of US$3.2 million and incurred other operating expenses of US$4.1 million for the six months ended June 30, 2024 and 2025, respectively. This change was primarily driven by the decrease of net gains on disposal of cryptocurrencies and the losses on change in fair value of cryptocurrency-settled receivables and payables.
Other Net Gains / (Losses)
We recorded other net losses of US$13.0 million for the six months ended June 30, 2024, primarily due to a US$14.2 million loss of the fair value change for Tether warrant, partially offset by the net gains on the changes in fair value of financial asset at fair value through profit or loss. We recorded other net gains of US$394.6 million for the six months ended June 30, 2025, primarily due to the non-cash, fair value changes of derivative liabilities, which were the US$373.3 million of gains on fair value changes for the convertible notes and the US$42.6 million of gain on fair value changes for the Tether warrant, partially offset by the US$16.2 million of losses on extinguishment of the convertible notes and the net loss on the changes in fair value of financial asset at fair value through profit or loss.
6
Profit / (Loss) from Operations
As a result of the foregoing, we recorded a loss from operations of US$15.2 million for the six months ended June 30, 2024 and a profit from operations of US$282.0 million for the six months ended June 30, 2025, respectively.
Income Tax Benefits / (Expenses)
We recorded income tax expenses of US$2.0 million and income tax benefit of US$2.8million for the six months ended June 30, 2024 and 2025, respectively.
Net Profit / (Loss)
As a result of the foregoing, we incurred a net loss of US$17.1 million for the six months ended June 30, 2024 and a net profit of US$261.7 million for the six months ended June 30, 2025, respectively.
Non-IFRS Financial Measures
In evaluating our business, we consider and use non-IFRS measures, adjusted EBITDA and adjusted profit/(loss), as supplemental measures to review and assess our operating performance. We define 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, changes in fair value of cryptocurrency-settled receivables and payables, and loss on extinguishment of convertible senior notes, and define adjusted profit/(loss) as profit/(loss) adjusted to exclude share-based payment expenses under IFRS 2, changes in fair value of derivative liabilities, changes in fair value of cryptocurrency-settled receivables and payables, and loss on extinguishment of convertible senior notes.
We present these non-IFRS financial measures because they are used by our management to evaluate our operating performance and formulate business plans. We also believe that the use of these non-IFRS measures facilitate investors’ assessment of our 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, our profit or loss for the periods, as determined in accordance with IFRS. We compensate for these limitations by reconciling these non-IFRS financial measures to the nearest IFRS performance measure, all of which should be considered when evaluating our performance. We encourage investors to review our financial information in its entirety and not rely on a single financial measure.
The following table presents a reconciliation of profit / (loss) for the relevant period to adjusted EBITDA and adjusted profit / (loss), for the six months ended June 30, 2025 and 2024.
| For the Six Months Ended June 30 | ||||||||
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| (in thousands) | ||||||||
| Adjusted EBITDA | ||||||||
| Profit / (Loss) for the periods | 261,740 | (17,137 | ) | |||||
| Add: | ||||||||
| Depreciation and amortization | 51,832 | 36,491 | ||||||
| Income tax (benefit) / expenses | (2,773 | ) | 2,041 | |||||
| Interest (income) / expense, net | 26,331 | (617 | ) | |||||
| Share-based payment expenses | 20,574 | 15,896 | ||||||
| Changes in fair value of derivative liabilities | (415,921 | ) | 14,230 | |||||
| Changes in fair value of cryptocurrency-settled receivables and payables | 3,189 | (32 | ) | |||||
| Loss on extinguishment of convertible senior notes | 16,194 | - | ||||||
| Total of Adjusted EBITDA | (38,834 | ) | 50,872 | |||||
| Adjusted Profit/ (loss) | ||||||||
| Profit/ (loss) for the periods | 261,740 | (17,137 | ) | |||||
| Add: | ||||||||
| Share-based payment expenses | 20,574 | 15,896 | ||||||
| Change in fair value of derivative liabilities | (415,921 | ) | 14,230 | |||||
| Changes in fair value of cryptocurrency-settled receivables and payables | 3,189 | (32 | ) | |||||
| Loss on extinguishment of convertible senior notes | 16,194 | - | ||||||
| Total of Adjusted Profit / (Loss) | (114,224 | ) | 12,957 | |||||
7
Liquidity and Capital Resources
As of June 30, 2025, we had cash and cash equivalents of US$299.8 million and fiat currency investment of US$1.0 million in an unlisted debt instrument, redeemable on demand. We have financed our operations primarily with cash flow from disposal of cryptocurrencies earned from principal business operations, as well as through the issuance of convertible notes and Class A ordinary shares and entering into borrowing arrangements. We believe that our cash, short-term investments and anticipated proceeds generated from our principal businesses and disposal of cryptocurrencies in connection with our principal business will be sufficient to meet our current and anticipated working capital requirements and capital expenditures for at least the next 18 months.
Our cash and cash equivalents decreased from US$476.3 million as of December 31, 2024 to US$299.8 million as of June 30, 2025, primarily attributable to the payments made for the development and manufacturing of our ASIC and mining rigs business, and the construction for our mining datacenter in U.S., Norway and Bhutan, partially offset by the proceeds from the financing activities during the six months ended June 30, 2025.
Our material cash requirements as of June 30, 2025 primarily include our purchase of property, plant, and equipment, lease obligations and borrowings. Other than those discussed below, we did not have any significant capital and other commitments, long-term obligations or guarantees as of June 30, 2025.
Purchase of property, plant and equipment, investment properties and intangible assets. Purchase of property, plant and equipment, investment properties and intangible assets primarily consist of the purchase of machinery, equipment and other expenditure associated with mining datacenter construction and operations. The total cash outflow for the purchase of property, plant and equipment, investment properties and intangible assets was US$46.9 million and US$151.3 million for the six months ended June 30, 2024 and 2025, respectively. As of June 30, 2025, we had commitments that are scheduled to be paid within 12 months for the construction of mining datacenters of approximately US$54.3 million, of which approximately US$3.8 million was recognized in payables as of June 30, 2025.
Lease obligations. We occupy most of our office premises and certain mining datacenters under lease arrangements, which generally have an initial lease term between two to 30 years. Lease contracts are typically made for fixed periods but may have extension options. Any extension options in these leases have not been included in the lease liabilities unless we are reasonably certain to exercise the extension option. Periods after termination options are only included in the lease term if the lease is reasonably certain not to be terminated. The total cash outflow for leases, including the capital element of lease rentals paid and interest paid on leases for the six months ended June 30, 2024 and 2025 were approximately US$4.3 million and US$5.9 million, respectively. As of June 30, 2025, lease liabilities mature based on contractual undiscounted payments within 12 months and over 12 months were US$11.9 million and US$103.2 million, respectively.
Borrowings. Our borrowings as of June 30, 2025 represented a total commitment of US$533.1 million relating to: (i) a promissory note of US$15.0 million, which relates to the issuance of the Bitdeer Convertible Note, a US$30 million convertible note, on July 23, 2021, bearing an annual interest rate of 8%, which will mature on July 23, 2023. On July 22, 2023, we amended the Bitdeer Convertible Note, pursuant to which we have repaid US$7 million in principal (and interest accrued thereon from July 1, 2023) of the then outstanding notes, and extended the maturity of the Bitdeer Convertible Note to July 21, 2025, by when we will pay the remainder of the notes. In July 2025, the remaining US$15,000,000 principal amount of the Bitdeer Convertible Note was converted into Class A ordinary shares, (ii) the balance of US$2.8 million relates to 8.50% Convertible Notes, which represents the issuance of US$172.5 million aggregate principal amount of the 8.50% convertible senior notes due 2029, with US$7.7 million principal amount remaining outstanding as of June 30, 2025, (iii) the balance of US$173.0 million relates to 5.25% Convertible Notes, which represents the issuance of US$400.0 million aggregate principal amount of the 5.25% convertible senior notes due 2029, (iv) the balance of US$151.9 million relates to June 2025 Convertible Notes, which represents the issuance of US$375.0 million aggregate principal amount of the 4.875% convertible senior notes due 2031, (v) bank loans of US$17.5 million and (vi) the April 2025 Matrixport Loan of US$172.9 million.
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For additional information regarding April 2025 Matrixport Loan and June 2025 Convertible Notes, see “––Recent Developments.”
We intend to fund our existing and future material cash requirements primarily with our cash, short-term investment and anticipated proceeds from disposal of cryptocurrencies in connection with our principal business, which is classified as an investing activity. However, our future capital requirements will depend on many factors, including market acceptance of cryptocurrency, our growth, our ability to scale up our infrastructure and hash rate, our ability to effectively control costs, our ability to attract and retain customers, our ability to continue the research and development of mining rig chips, our ability to manufacture the mining rigs, the continuing market acceptance of our offerings, expansion of sales and marketing activities and overall economic conditions. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. The sale of additional equity would result in additional dilution to our shareholders. The incurrence of debt financing would result in debt service obligations and the instruments governing such debt could provide for operating and financing covenants that would restrict our operations. In the event that additional financing is required from outside sources, there is a possibility we may not be able to raise it on term acceptable to us or at all. If we are unable to raise additional capital when desired, our business, operations and financial condition could be adversely affected.
We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.
Cash Flows
The following table sets forth our consolidated statements of cash flows for the six months ended June 30, 2024 and 2025.
| For the Six Months Ended June 30 | ||||||||
| 2025 (Unaudited) | 2024 (Unaudited) | |||||||
| US$ | US$ | |||||||
| (in thousands) | ||||||||
| Net cash used in operating activities | (618,859 | ) | (206,295 | ) | ||||
| Net cash generated from / (used in) investing activities | (86,226 | ) | 112,481 | |||||
| Net cash generated from financing activities | 526,352 | 153,425 | ||||||
| Net increase / (decrease) in cash and cash equivalents | (178,733 | ) | 59,611 | |||||
| Cash and cash equivalents at the beginning of the periods | 476,270 | 144,729 | ||||||
| Effect of movements in exchange rates on cash and cash equivalents held | 2,255 | (458 | ) | |||||
| Cash and cash equivalents at the end of the periods | 299,792 | 203,882 | ||||||
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Operating Activities
Net cash used in operating activities was US$618.9 million for the six months ended June 30, 2025. The difference between our net profit of US$261.7 million and the net cash used in operating activities was primarily attributable to (i) adjustments for revenues recognized on acceptance of cryptocurrencies of US$191.1 million, (ii) changes in prepayments and other assets of US$101.6 million primarily associated with the advanced payments to inventories procurement for our SEALMINERs mass volume production and the R&D expenditures for ASIC chips, (iii) changes in inventories of US$290.7 million related to our manufacturing of SEALMINER, and (iv) an adjustment for the gain on change in the fair value of US$415.9 million for derivative liabilities relating to convertible senior notes and Tether warrant, partially offset by (i) an adjustment for depreciation and amortization of US$51.8 million primarily relating to the depreciation of mining rigs used in our principal business operations, property, plant and equipment used in connection with our mining datacenters and intangible assets during this period, (ii) an adjustment for share-based payment expenses of US$20.6 million for the issuance of options pursuant to our share incentive plans, (iii) an adjustment for the loss on extinguishment of the convertible notes of US$16.2 million, and (iv) changes in trade payables of US$30.8 million primarily associated with our production supply chain.
Net cash used in operating activities was US$206.3 million for the six months ended June 30, 2024. The difference between our net loss of US$17.1 million and the net cash used in operating activities was primarily attributable to (i) adjustments for revenues recognized on acceptance of cryptocurrencies of US$201.0 million, (ii) changes in prepayments and other assets of US$38.1 million primarily associated with prepayments made to suppliers, and (iii) changes in other payables and accruals of US$9.1 million associated with operating expenses, partially offset by (i) an adjustment for depreciation and amortization of US$36.5 million primarily relating to the depreciation of mining rigs used in our principal business operations and property, plant and equipment used in connection with our mining datacenters during this period, (ii) an adjustment for share-based payment expenses of US$15.9 million for the issuance of options pursuant to our share incentive plans, and (iii) an adjustment for change in the fair value of US$14.2 million for Tether warrant.
Investing Activities
Net cash used in investing activities was US$86.2 million for the six months ended June 30, 2025, which was primarily attributable to (i) purchase of property, plant and equipment, investment properties and intangible assets of US$151.3 million, (ii) cash paid for the site and gas-fired power project in Alberta, Canada of US$21.9 million, and (iii) purchase of cryptocurrencies of US$18.2 million, partially offset by proceeds from disposal of cryptocurrencies of US$112.4 million.
Net cash generated from investing activities was US$112.5 million for the six months ended June 30, 2024, which was primarily attributable to proceeds from disposal of cryptocurrencies of US$169.7 million, partially offset by (i) purchase of property, plant and equipment, investment properties and intangible assets of US$46.9 million and (ii) cash paid for the Norway Acquisition, net of cash acquired, of US$6.3 million.
Financing Activities
Net cash generated from financing activities was US$526.4 million for the six months ended June 30, 2025, which was primarily attributable to (i) proceeds from convertible senior notes, net of transaction costs, of US$363.2 million, (ii) borrowings from a related party of US$180.0 million, (iii) proceeds from issuance of Class A ordinary shares, net of transaction, of US$118.4 million, and (iv) proceeds from issuance of Class A ordinary shares for exercise of Tether warrant of US$50.0 million, partially offset by the purchase of zero-strike call option of US$129.6 million and payment in connection with the extinguishment of a portion of the convertible senior notes issued in August 2024 of US$33.8 million.
Net cash generated from financing activities was US$153.4 million for the six months ended June 30, 2024, which was primarily attributable to (i) the US$98.5 million in net proceeds from the Private Placement with Tether, after deducting the underwriters’ discounts and commissions and relevant offering expenses, (ii) proceeds from issuance of ordinary shares under the Equity Financing Purchase Agreement, net of transaction costs, of approximately US$51.6 million, and (iii) proceeds from issuance of ordinary shares under the 2024 At Market Issuance Sales Agreement, net of transaction costs, of approximately US$5.6 million, offset by the capital element of lease rentals paid of US$2.6 million.
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