Bitdeer’s $1 Billion Share Sale Could Dilute Stock by Up to 28.8%

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Bitdeer’s $1 Billion Share Sale Could Dilute Stock by Up to 28.8%
PrimeXBT Editorial Team
Reviewed by PrimeXBT

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Bitcoin miner Bitdeer has registered up to $1 billion in Class A share sales under an existing at-the-money program, about twice the roughly $500 million it says it still needs for its Tydal AI data center. A full draw at the filing's illustrative price would dilute existing Class A holders by up to 28.8%, though the company has committed to selling neither the full amount nor the full proceeds to Tydal.

Bitdeer's existing at-the-money program could raise up to $1 billion through Class A share sales, about twice the roughly $500 million the Bitcoin miner says it still needs to build its Tydal AI data center. The prospectus supplement filed Aug. 10 sets no minimum sale amount, and it does not commit the company to sell the full authorization or spend all of it on Tydal.

Filing could dilute shareholders by up to 28.8%

At the filing's illustrative price of $10.88, a full draw on the $1 billion ATM capacity would require about 91.9 million new shares. That issuance would equal 40.4% of the 227.4 million Class A shares outstanding on June 30. After simply adding the new shares, they would make up about 28.8% of the enlarged Class A pool, the more direct ownership-dilution measure for existing holders. That scenario is price-dependent and not a forecast, and it is distinct from the prospectus's net-tangible-book-value dilution figure.

The ATM can fund more than one business line. Bitdeer lists data-center expansion, high-performance computing and AI cloud growth, and ASIC mining-rig development and manufacturing among the uses, along with working capital and other general corporate purposes. Management therefore retains broad discretion over the proceeds, making the $1 billion ceiling a financing option rather than a disclosed Tydal budget.

Bitdeer has used this ATM structure before. Its annual report says the sales agreement dates to January 2025 and had generated about $160.7 million in net proceeds from 9.05 million Class A shares. The Aug. 10 filing registers up to $1 billion for sale under that structure while leaving the pace and price of any issuance open.

Tydal lease sets a 2026 deadline

Tydal puts a clock on that flexibility. Bitdeer's Aug. 10 lease disclosure targets Dec. 31, 2026, for Phase 1 commencement and March 31, 2027, for Phase 2. Volta Tydal AS, the tenant, is anticipated to have its obligations backed by roughly $1.3 billion of letters of credit arranged by affiliates of JPMorgan and another top-tier global financial institution, subject to customary conditions.

Those letters of credit are expected to provide support, not cash already secured. Bitdeer may terminate the agreement if Volta misses certain credit-backstop milestones, while Volta has a no-fee termination right after year 10 of the 16-year base term. For shareholders, the immediate test is how much of the ATM Bitdeer actually uses before Tydal's target dates, at what prices, and whether the anticipated tenant credit support arrives on schedule.

Source: CryptoSlate

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