## What the market is *really* reacting to: a renewed “finance-the-buildout” cycle Even without seeing today’s offering press release in the SEC disclosure set yet, Bitdeer’s most recent SEC-furnished materials already show why investors would be hypersensitive to *any* new convert/equity package: the company is in an aggressive scale phase that consumes cash up front, and it has repeatedly used capital markets structures to keep that expansion moving. ["Net cash used in operating activities was US$599.5 million"](0001213900-26-015251|1) ["Cash and cash equivalents were US$149.4 million"](0001213900-26-015251|1) In other words, a sharp premarket drawdown on a financing headline is less about disbelief in the strategy and more about *term structure and dilution math*—the market sees another round of capitalization (converts + equity) as confirmation that the capex arc is still steep, and that near-term equity supply/hedging flows can dominate the tape even if the long-term project returns are compelling. ["Net cash used in operating activities was US$599.5 million"](0001213900-26-015251|1) ["registered direct offering"](0001213900-25-112603|0) --- ## The “hidden” strategic tell: power + colocation is the prize, not just mining In its latest furnished results disclosure, management frames 2025 as a “strategic inflection point” toward AI infrastructure and colocation—explicitly calling out a supply/demand imbalance in AI infrastructure and highlighting a 3.0 GW power portfolio as a scarce asset. ["strategic inflection point"](0001213900-26-015251|1) ["3.0 GW power portfolio"](0001213900-26-015251|1) The key subtext is capital efficiency: management states it is prioritizing colocation for its largest sites because it believes colocation offers “superior economics” and “more capital-efficient paths to monetization.” That language typically signals the company thinks it can convert “power-to-revenue” faster (and with less balance-sheet intensity) than many investors assume—*but* it still needs bridge capital to reach that monetization point. ["colocation offers superior economics"](0001213900-26-015251|1) ["more capital-efficient paths"](0001213900-26-015251|1) --- ## This isn’t a one-off—Bitdeer has already run this exact playbook (and that’s the point) A critical “between the lines” detail: Bitdeer disclosed a highly similar sequencing in November 2025—closing a private placement of convertible senior notes and then completing a registered direct Class A share offering, with proceeds used in part for repurchasing a portion of its 2029 converts. ["closed its private placement of US$400.0 million"](0001213900-25-112603|0) ["completed a registered direct offering"](0001213900-25-112603|0) ["used the net proceeds…to fund certain note repurchase transactions"](0001213900-25-112603|0) ["5.25% convertible senior notes due 2029"](0001213900-25-112603|0) That pattern matters because it reveals intent: management is actively managing the maturity stack and perceived dilution overhang *while* preserving the ability to fund large infrastructure buildouts. When investors see a new headline that looks like the same structure (convert + concurrent equity + capped call + partial repurchase of 2029s), they’re implicitly being told: **the buildout opportunity is big enough that the company is willing to pay the cost of capital—again—to stay on schedule.** ["dual-track AI infrastructure strategy"](0001213900-26-015251|1) ["repurchase transactions…Existing Notes"](0001213900-25-112603|0) --- ## Why “capped calls” are a tell of management’s priorities (and a clue to alpha) Bitdeer previously disclosed entering into capped call transactions in connection with its convertible notes offering, including a “Capped Call Transaction” tied to its Class A ordinary shares (BTDR). ["Capped Call Transaction"](0001213900-25-112603|3) ["Shares…(Symbol: “BTDR”)"](0001213900-25-112603|3) The practical signal: capped calls are not the cheapest add-on. Companies typically use them when they believe (i) they need converts to fund growth, but (ii) they also expect meaningful upside in the equity and want to *engineer* more of that upside to accrue to shareholders by reducing effective dilution over a range. That’s consistent with Bitdeer simultaneously leaning into AI/colocation monetization narratives and emphasizing execution speed and “time-to-power” differentiation. ["time-to-power"](0001213900-26-015251|1) ["Capped Call Transaction"](0001213900-25-112603|3) --- ### Disclosure limitation (important) The specific “US$300 million…notes due 2032…concurrent registered direct…to fund capex, capped call transactions and the cash repurchase…2029 notes” language in your claim does **not** appear in the most recent SEC filings/disclosures available in my search results as of now; the newest item I can cite is the February 12, 2026 furnished earnings release and the November 2025 financing disclosures. ["February 12, 2026"](0001213900-26-015251|1) ["For the month of November 2025"](0001213900-25-112603|0)

## What the market is *really* reacting to: a renewed “finance-the-buildout” cycle Even without seeing today’s offering press release in the SEC disclosure set yet, Bitdeer’s most recent SEC-furnished materials already show why investors would be hypersensitive to *any* new convert/equity package: the company is in an aggressive scale phase that consumes cash up front, and it has repeatedly used capital markets structures to keep that expansion moving. ["Net cash used in operating activities was US$599.5 million"](0001213900-26-015251|1) ["Cash and cash equivalents were US$149.4 million"](0001213900-26-015251|1) In other words, a sharp premarket drawdown on a financing headline is less about disbelief in the strategy and more about *term structure and dilution math*—the market sees another round of capitalization (converts + equity) as confirmation that the capex arc is still steep, and that near-term equity supply/hedging flows can dominate the tape even if the long-term project returns are compelling. ["Net cash used in operating activities was US$599.5 million"](0001213900-26-015251|1) ["registered direct offering"](0001213900-25-112603|0) --- ## The “hidden” strategic tell: power + colocation is the prize, not just mining In its latest furnished results disclosure, management frames 2025 as a “strategic inflection point” toward AI infrastructure and colocation—explicitly calling out a supply/demand imbalance in AI infrastructure and highlighting a 3.0 GW power portfolio as a scarce asset. ["strategic inflection point"](0001213900-26-015251|1) ["3.0 GW power portfolio"](0001213900-26-015251|1) The key subtext is capital efficiency: management states it is prioritizing colocation for its largest sites because it believes colocation offers “superior economics” and “more capital-efficient paths to monetization.” That language typically signals the company thinks it can convert “power-to-revenue” faster (and with less balance-sheet intensity) than many investors assume—*but* it still needs bridge capital to reach that monetization point. ["colocation offers superior economics"](0001213900-26-015251|1) ["more capital-efficient paths"](0001213900-26-015251|1) --- ## This isn’t a one-off—Bitdeer has already run this exact playbook (and that’s the point) A critical “between the lines” detail: Bitdeer disclosed a highly similar sequencing in November 2025—closing a private placement of convertible senior notes and then completing a registered direct Class A share offering, with proceeds used in part for repurchasing a portion of its 2029 converts. ["closed its private placement of US$400.0 million"](0001213900-25-112603|0) ["completed a registered direct offering"](0001213900-25-112603|0) ["used the net proceeds…to fund certain note repurchase transactions"](0001213900-25-112603|0) ["5.25% convertible senior notes due 2029"](0001213900-25-112603|0) That pattern matters because it reveals intent: management is actively managing the maturity stack and perceived dilution overhang *while* preserving the ability to fund large infrastructure buildouts. When investors see a new headline that looks like the same structure (convert + concurrent equity + capped call + partial repurchase of 2029s), they’re implicitly being told: **the buildout opportunity is big enough that the company is willing to pay the cost of capital—again—to stay on schedule.** ["dual-track AI infrastructure strategy"](0001213900-26-015251|1) ["repurchase transactions…Existing Notes"](0001213900-25-112603|0) --- ## Why “capped calls” are a tell of management’s priorities (and a clue to alpha) Bitdeer previously disclosed entering into capped call transactions in connection with its convertible notes offering, including a “Capped Call Transaction” tied to its Class A ordinary shares (BTDR). ["Capped Call Transaction"](0001213900-25-112603|3) ["Shares…(Symbol: “BTDR”)"](0001213900-25-112603|3) The practical signal: capped calls are not the cheapest add-on. Companies typically use them when they believe (i) they need converts to fund growth, but (ii) they also expect meaningful upside in the equity and want to *engineer* more of that upside to accrue to shareholders by reducing effective dilution over a range. That’s consistent with Bitdeer simultaneously leaning into AI/colocation monetization narratives and emphasizing execution speed and “time-to-power” differentiation. ["time-to-power"](0001213900-26-015251|1) ["Capped Call Transaction"](0001213900-25-112603|3) --- ### Disclosure limitation (important) The specific “US$300 million…notes due 2032…concurrent registered direct…to fund capex, capped call transactions and the cash repurchase…2029 notes” language in your claim does **not** appear in the most recent SEC filings/disclosures available in my search results as of now; the newest item I can cite is the February 12, 2026 furnished earnings release and the November 2025 financing disclosures. ["February 12, 2026"](0001213900-26-015251|1) ["For the month of November 2025"](0001213900-25-112603|0)