SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Bitdeer Technologies Group
(Name of Issuer)
Class A ordinary shares, par value $0.0000001 per share
(Title of Class of Securities)
G11448100
(CUSIP Number)
March 18, 2024
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
1
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1
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NAMES OF REPORTING PERSONS
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Shinning Stone Invest Co., Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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British Virgin Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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15,326,416 class A ordinary shares (1)
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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15,326,416 class A ordinary shares (1)
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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15,326,416 class A ordinary shares (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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22.8% of class A ordinary shares (13.2% of ordinary shares) (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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Represents 15,326,416 class A ordinary shares, par value US$0.0000001 per share, directly held by Shinning Stone Invest Co., Ltd. (“Shinning Stone”). Shinning Stone is a British Virgin Islands company wholly-owned by Mr. Zhaofeng Zhao. Mr.
Zhao is also the sole director of Shinning Stone.
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| (2) |
Calculation is based on a total of 115,679,698 ordinary shares of the Issuer outstanding as of February 29, 2024 (excluding 606,756 class A ordinary shares that have been repurchased but not cancelled and 6,728,431 class A ordinary shares
reserved for future issuances upon the exercise of awards granted under the Issuer’s share incentive plans), including 67,279,706 class A ordinary shares and 48,399,922 class V ordinary shares.
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2
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1
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NAMES OF REPORTING PERSONS
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Zhaofeng Zhao
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Chinese
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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15,326,416 class A ordinary shares (3)
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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15,326,416 class A ordinary shares (3)
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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15,326,416 class A ordinary shares (3)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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22.8% of class A ordinary shares (13.2% of ordinary shares) (4)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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| (3) |
Represents 15,326,416 class A ordinary shares, par value US$0.0000001 per share, directly held by Shinning Stone Invest Co., Ltd. (“Shinning Stone”). Shinning Stone is a British Virgin Islands company wholly-owned by Mr. Zhaofeng Zhao. Mr.
Zhao is also the sole director of Shinning Stone.
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| (4) |
Calculation is based on a total of 115,679,698 ordinary shares of the Issuer outstanding as of February 29, 2024 (excluding 606,756 class A ordinary shares that have been repurchased but not cancelled and 6,728,431 class A ordinary shares
reserved for future issuances upon the exercise of awards granted under the Issuer’s share incentive plans), including 67,279,706 class A ordinary shares and 48,399,922 class V ordinary shares.
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3
EXPLANATORY NOTE
This Amendment No. 1 to Schedule 13D relates to class A ordinary shares, par value US$0.0000001 per share of Bitdeer Technologies Group, an exempted company incorporated in the Cayman Islands (the “Issuer”), and amends the initial statement on
Schedule 13D filed by the Reporting Persons on May 31, 2023 (the “Initial Statement” and, as further amended by this Amendment No. 1, the “Schedule 13D”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the
Initial Statement.
This Amendment No. 1 to Schedule 13D is being filed solely due to a change in the aggregate number of class A ordinary shares outstanding and not due to any transaction by the Reporting Persons.
| Item 5. |
Interest in Securities of the Issuer.
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(a)-(c) See below.
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Reporting Person
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Amount of shares
beneficially
owned:
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Percent
of class A ordinary shares(1):
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Percent
of ordinary shares(1):
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Percent of
aggregate
voting
power:
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Sole power to
vote
or direct
the vote:
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Shared
power
to vote or
to direct
the vote:
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Sole power
to
dispose or to
direct the
disposition
of:
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Shared
power
to dispose or
to direct the
disposition of:
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Shinning Stone Invest Co., Ltd.
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15,326,416
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22.8
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%
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13.2
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%
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2.8
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%
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15,326,416
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0
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15,326,416
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0
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Zhaofeng Zhao
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15,326,416
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22.8
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%
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13.2
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%
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2.8
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%
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15,326,416
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0
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15,326,416
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0
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| (1) |
The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 115,679,698 ordinary shares of the Issuer outstanding as of February 29, 2024 (excluding 606,756 class A ordinary shares that have
been repurchased but not cancelled and 6,728,431 class A ordinary shares reserved for future issuances upon the exercise of awards granted under the Issuer’s share incentive plans), including 67,279,706 class A ordinary shares and 48,399,922
class V ordinary shares, as reported by the Issuer in its registration statement on Form F-3 filed with the Securities and Exchange Commission on March 18, 2024. Each Reporting Person’s dilution in ownership resulted solely from a change in
the aggregate number of the Issuer’s class A ordinary shares outstanding.
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(d) Not applicable.
(e) Not applicable.
| Item 7. |
Materials to be Filed as Exhibits.
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Exhibit No.
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Description
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Joint Filing Agreement
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* Filed herewith
4
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: March 27, 2024
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Shinning Stone Invest Co., Ltd.
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By:
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/s/ Zhaofeng Zhao | ||
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Name: Zhaofeng Zhao
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| Title: Director | |||
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Zhaofeng Zhao
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| /s/ Zhaofeng Zhao | ||
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the
Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the class A ordinary shares, par value $0.0000001 per share, of Bitdeer Technologies Group, a Cayman Islands
exempted company, and that this Agreement may be included as an exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of March 27, 2024.
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Dated: March 27, 2024
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Shinning Stone Invest Co., Ltd.
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By:
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/s/ Zhaofeng Zhao | ||
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Name: Zhaofeng Zhao
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| Title: Director | |||
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Zhaofeng Zhao
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| /s/ Zhaofeng Zhao | ||