SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Bitdeer Technologies Group
(Name of Issuer)
Class A ordinary shares, par value $0.0000001 per share
(Title of Class of Securities)
G11448100
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b)
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Rule 13d-1(c)
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Rule 13d-1(d)
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*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).
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1
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NAMES OF REPORTING PERSONS
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Mega Galaxy International Limited
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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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(b)☐
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3
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SEC USE ONLY
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4
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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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5
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SOLE VOTING POWER
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6,582,170 class A ordinary shares (1)
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6
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SHARED VOTING POWER
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7
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SOLE DISPOSITIVE POWER
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6,582,170 class A ordinary shares (1)
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8
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SHARED DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,582,170 class A ordinary shares (1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.0% of class A ordinary shares (4.2% of ordinary shares) (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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Represents 6,582,170 class A ordinary shares, par value US$0.0000001 per share, directly held by Mega Galaxy International Limited (“Mega Galaxy”). Mega Galaxy is a British Virgin Islands company wholly owned by Flourishing Well Limited,
a company incorporated in the British Virgin Islands, which in turn is wholly owned and managed by VISTRA Trust (Hong Kong) Limited as trustee (the “Trustee”) of The Sharesun Trust, a Hong Kong reserved powers trust (the “Trust”). Mr.
Yuesheng Ge is the settlor of the Trust and Mr. Ge and his family members are the beneficiaries of the Trust. Under the terms of the Trust, Mr. Ge has the power to direct the Trustee with respect to the retention or disposal of, and the
exercise of any voting and other rights attached to the shares held by Mega Galaxy in the Issuer.
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| (2) |
Calculation is based on a total of 157,553,904 ordinary shares of the Issuer, including 90,566,622 Class A ordinary shares outstanding as of May 31, 2024, 48,399,922 Class V ordinary shares outstanding as of May 31, 2024, and additional
18,587,360 Class A ordinary shares issued by the Issuer in connection with a Subscription Agreement dated May 30, 2024, as disclosed by the Issuer’s registration statement on Form F-3 filed with the Securities and Exchange Commission on
June 7, 2024.
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2
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1
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NAMES OF REPORTING PERSONS
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Yuesheng Ge
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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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(b)☐
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3
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SEC USE ONLY
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4
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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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5
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SOLE VOTING POWER
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6,582,170 class A ordinary shares (3)
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6
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SHARED VOTING POWER
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7
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SOLE DISPOSITIVE POWER
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6,582,170 class A ordinary shares (3)
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8
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SHARED DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,582,170 class A ordinary shares (3)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.0% of class A ordinary shares (4.2% of ordinary shares) (4)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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| (3) |
Represents 6,582,170 class A ordinary shares, par value US$0.0000001 per share, directly held by Mega Galaxy International Limited (“Mega Galaxy”). Mega Galaxy is a British Virgin Islands company wholly owned by Flourishing Well Limited,
a company incorporated in the British Virgin Islands, which in turn is wholly owned and managed by VISTRA Trust (Hong Kong) Limited as trustee (the “Trustee”) of The Sharesun Trust, a Hong Kong reserved powers trust (the “Trust”). Mr.
Yuesheng Ge is the settlor of the Trust and Mr. Ge and his family members are the beneficiaries of the Trust. Under the terms of the Trust, Mr. Ge has the power to direct the Trustee with respect to the retention or disposal of, and the
exercise of any voting and other rights attached to the shares held by Mega Galaxy in the Issuer.
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| (4) |
Calculation is based on a total of 157,553,904 ordinary shares of the Issuer, including 90,566,622 Class A ordinary shares outstanding as of May 31, 2024, 48,399,922 Class V ordinary shares outstanding as of May 31, 2024, and additional
18,587,360 Class A ordinary shares issued by the Issuer in connection with a Subscription Agreement dated May 30, 2024, as disclosed by the Issuer’s registration statement on Form F-3 filed with the Securities and Exchange Commission on
June 7, 2024.
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3
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Item 1(a).
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Name of Issuer:
Bitdeer Technologies Group (the “Issuer”)
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
08 Kallang Avenue
Aperia tower 1, #09-03/04
Singapore 339509
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Item 2(a).
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Name of Person Filing:
(i) Mega Galaxy International Limited, and
(ii) Yuesheng Ge
(collectively, the “Reporting Persons”).
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
The addresses of the Reporting Persons are:
(i) Mega Galaxy International Limited:
Vistra Corporate Services Centre, Wickhams Cay II
Road Town, Tortola, VG1110
British Virgin Islands
(ii) Yuesheng Ge:
Aperia Tower 1, #17-01
8 Kallang Avenue
Singapore 339509
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Item 2(c)
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Citizenship:
Mega Galaxy International Limited – British Virgin Islands
Yuesheng Ge – Chinese
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Item 2(d).
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Title of Class of Securities:
Class A ordinary shares, par value US$0.0000001 per share
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Item 2(e).
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CUSIP Number:
G11448100
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Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a:
Not applicable
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Item 4.
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Ownership:
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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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Mega Galaxy International Limited
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6,582,170
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6.0
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%
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4.2
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%
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1.1
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%
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6,582,170
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0
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6,582,170
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0
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Yuesheng Ge
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6,582,170
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6.0
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%
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4.2
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%
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1.1
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%
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6,582,170
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0
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6,582,170
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0
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(1)
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The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 157,553,904 ordinary shares of the Issuer, including 90,566,622 Class A ordinary shares outstanding as of May 31, 2024, 48,399,922
Class V ordinary shares outstanding as of May 31, 2024, and additional 18,587,360 Class A ordinary shares issued by the Issuer in connection with a Subscription Agreement dated May 30, 2024, as disclosed by the Issuer’s registration
statement on Form F-3 filed with the Securities and Exchange Commission on June 7, 2024.
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4
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Item 5.
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Ownership of Five Percent or Less of a Class:
Not applicable
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
Not applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Controlling Person:
Not applicable
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Item 8.
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Identification and Classification of Members of the Group:
See Item 2(a) in lieu of an exhibit.
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Item 9.
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Notice of Dissolution of Group:
Not applicable
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Item 10.
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Certifications:
Not applicable
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5
EXHIBIT INDEX
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Exhibit No.
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Description
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Joint Filing Agreement
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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: October 25, 2024
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Mega Galaxy International Limited
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| By: |
/s/ Yuesheng Ge
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| Name: |
Yuesheng Ge
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| Title: |
Director
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Yuesheng Ge
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/s/ Yuesheng Ge
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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 October 25, 2024.
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Mega Galaxy International Limited
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| By: |
/s/ Yuesheng Ge
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| Name: |
Yuesheng Ge
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| Title: | Director | |||
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Yuesheng Ge
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/s/ Yuesheng Ge
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