View:

Download DOC

Download PDF

Download XLS

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)*

BITDEER TECHNOLOGIES GROUP (Name of Issuer)

Class A ordinary shares, par value $0.0000001 per share (Title of Class of Securities)

G11448100 (CUSIP Number)

Tether Holdings, S.A. de C.V. Final Av. La Revolucion, Edif. Centro, Corporativo Presidente Plaza, Nivel 12 San Salvador, H3, 00000 443333355842 Daniel Woodard McDermott Will & Emery LLP, One Vanderbilt Avenue New York, NY, 10017 (212) 547-5400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/21/2025 (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.

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).

SCHEDULE 13D

CUSIP No.

G11448100

1	Name of reporting person Tether Holdings, S.A. de C.V.
2	Check the appropriate box if a member of a Group (See Instructions)   (a)   (b)
3	SEC use only
4	Source of funds (See Instructions) WC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6	Citizenship or place of organization EL SALVADOR
Number of Shares Beneficially Owned by Each Reporting Person With:	7 Sole Voting Power 0.00 8 Shared Voting Power 38,066,689.00 9 Sole Dispositive Power 0.00 10 Shared Dispositive Power 38,066,689.00
11	Aggregate amount beneficially owned by each reporting person 38,066,689.00
12	Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13	Percent of class represented by amount in Row (11) 25.5 %
14	Type of Reporting Person (See Instructions) CO

Comment for Type of Reporting Person:

Note in relation to Items 8, 10 and 11: Includes (i) 14,292,702 Class A ordinary shares, par value $0.0000001 per share ("Class A Shares") of Bitdeer Technologies Group held by Tether Investments, S.A. de C.V., a wholly owned subsidiary of Tether Holdings, S.A. de C.V, (ii) 18,587,360 Class A Shares held by Tether International, S.A. de C.V., a wholly owned subsidiary of Tether Holdings, S.A. de C.V., and (iii) 5,186,627 Class A Shares that may be acquired upon the exercise of the warrants held by Tether International, S.A. de C.V. Note in relation to Item 13: This percentage is calculated based upon 149,286,361 Class A Shares outstanding, which include (i) 144,099,734 Class A Shares outstanding as of January 2, 2025, and (ii) 5,186,627 Class A Shares that may be acquired upon the exercise of the warrants held by Tether International, S.A. de C.V.

SCHEDULE 13D

CUSIP No.

G11448100

1	Name of reporting person Tether International, S.A. de C.V.
2	Check the appropriate box if a member of a Group (See Instructions)   (a)   (b)
3	SEC use only
4	Source of funds (See Instructions) WC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6	Citizenship or place of organization EL SALVADOR
Number of Shares Beneficially Owned by Each Reporting Person With:	7 Sole Voting Power 0.00 8 Shared Voting Power 23,773,987.00 9 Sole Dispositive Power 0.00 10 Shared Dispositive Power 23,773,987.00
11	Aggregate amount beneficially owned by each reporting person 23,773,987.00
12	Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13	Percent of class represented by amount in Row (11) 15.9 %
14	Type of Reporting Person (See Instructions) CO

Comment for Type of Reporting Person:

Note in relation to Items 8, 10 and 11: Includes (i) 18,587,360 Class A Shares held by Tether International, S.A. de C.V. and (ii) 5,186,627 Class A Shares that may be acquired upon the exercise of the warrants held by Tether International, S.A. de C.V. Note in relation to Item 13: This percentage is calculated based upon 149,286,361 Class A Shares outstanding, which include (i) 144,099,734 Class A Shares outstanding as of January 2, 2025, and (ii) 5,186,627 Class A Shares that may be acquired upon the exercise of the warrants held by Tether International, S.A. de C.V.

SCHEDULE 13D

CUSIP No.

G11448100

1	Name of reporting person Tether Investments, S.A. de C.V.
2	Check the appropriate box if a member of a Group (See Instructions)   (a)   (b)
3	SEC use only
4	Source of funds (See Instructions) WC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6	Citizenship or place of organization EL SALVADOR
Number of Shares Beneficially Owned by Each Reporting Person With:	7 Sole Voting Power 0.00 8 Shared Voting Power 14,292,702.00 9 Sole Dispositive Power 0.00 10 Shared Dispositive Power 14,292,702.00
11	Aggregate amount beneficially owned by each reporting person 14,292,702.00
12	Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13	Percent of class represented by amount in Row (11) 9.9 %
14	Type of Reporting Person (See Instructions) CO

Comment for Type of Reporting Person:

Note in relation to Item 13: This percentage is calculated based upon 144,099,734 Class A Shares outstanding as of January 2, 2025.

SCHEDULE 13D

CUSIP No.

G11448100

1	Name of reporting person Giancarlo Devasini
2	Check the appropriate box if a member of a Group (See Instructions)   (a)   (b)
3	SEC use only
4	Source of funds (See Instructions) WC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6	Citizenship or place of organization ITALY
Number of Shares Beneficially Owned by Each Reporting Person With:	7 Sole Voting Power 0.00 8 Shared Voting Power 38,066,689.00 9 Sole Dispositive Power 0.00 10 Shared Dispositive Power 38,066,689.00
11	Aggregate amount beneficially owned by each reporting person 38,066,689.00
12	Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13	Percent of class represented by amount in Row (11) 25.5 %
14	Type of Reporting Person (See Instructions) IN

Comment for Type of Reporting Person:

Note in relation to Items 8, 10 and 11: Includes (i) 14,292,702 Class A ordinary shares, par value $0.0000001 per share ("Class A Shares") of Bitdeer Technologies Group held by Tether Investments, S.A. de C.V., a wholly owned subsidiary of Tether Holdings, S.A. de C.V, (ii) 18,587,360 Class A Shares held by Tether International, S.A. de C.V., a wholly owned subsidiary of Tether Holdings, S.A. de C.V., and (iii) 5,186,627 Class A Shares that may be acquired upon the exercise of the warrants held by Tether International, S.A. de C.V. Mr. Devasini has a greater than 50% voting interest in Tether Holdings, S.A. de C.V. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest. Note in relation to Item 13: This percentage is calculated based upon 149,286,361 Class A Shares outstanding, which include (i) 144,099,734 Class A Shares outstanding as of January 2, 2025, and (ii) 5,186,627 Class A Shares that may be acquired upon the exercise of the warrants held by Tether International, S.A. de C.V.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A ordinary shares, par value $0.0000001 per share
(b)	Name of Issuer: BITDEER TECHNOLOGIES GROUP
(c)	Address of Issuer's Principal Executive Offices: 08 Kallang Avenue, Aperia Tower 1, #09-03/04, Singapore, SINGAPORE , 339509.
Item 1 Comment: This statement on Schedule 13D amends the Schedule 13D of Tether Holdings Limited, a British Virgin Islands business company, Tether International Limited, a British Virgin Islands business company, Ludovicus Jan Van der Velde and Giancarlo Devasini that was originally filed with the Securities and Exchange Commission on June 6, 2024, as amended by Amendment No. 1 filed on August 8, 2024, Amendment No. 2 filed on September 3, 2024, Amendment No. 3 filed on November 7, 2024, Amendment No. 4 filed on January 22, 2025, Amendment No. 5 filed on March 17, 2025, Amendment No. 6 filed on April 8, 2025 and Amendment No. 7 filed on April 15, 2025 (as amended, the "Schedule 13D") with respect to the Class A ordinary shares, par value $0.0000001 per share ("Class A Shares") of Bitdeer Technologies Group, an exempted company incorporated in the Cayman Islands (the "Issuer"). This amendment to the Schedule 13D is being filed by Tether Holdings, S.A. de C.V. (f/k/a Tether Holdings Limited), an El Salvador entity, Tether International, S.A. de C.V. (f/k/a Tether International Limited), an El Salvador entity, Tether Investments, S.A. de C.V. (f/k/a Tether Investments Limited), an El Salvador entity ("Tether Investments"), and Giancarlo Devasini (collectively, the "Reporting Persons") and constitutes Amendment No. 8 to the Schedule 13D. Capitalized terms used but not defined herein have the meanings given to such terms in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Persons beneficially own an aggregate of 38,066,689 shares of the Issuer's Class A Shares, representing 25.5% of the outstanding Class A Shares.
(b)	Each of Tether Holdings Limited and Mr. Devasini has shared voting and dispositive power with respect to the beneficially owned 38,066,689 shares. Tether International Limited has shared voting and dispositive power with respect to 23,773,987 shares. Tether Investments Limited has shared voting and dispositive power with respect to 14,292,702 shares. The percentages reported herein are calculated based upon (i) 144,099,734 Class A Shares outstanding as of January 2, 2025, and (ii) for all Reporting Persons other than Tether Investments Limited, 5,186,627 Class A Shares that may be acquired upon the exercise of the Warrants.
(c)	Schedule B sets forth the transactions in the Common Shares effected by the Reporting Persons during the past 60 days.
(d)	None.
(e)	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Schedule A - Executive Officers and Directors Schedule B - Open Market Purchases Exhibit 1 - Agreement of filing persons relating to filing of joint statement per Rule 13d-1(k).

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.

Tether Holdings, S.A. de C.V.

Signature: /s/ Giancarlo Devasini Name/Title: Giancarlo Devasini, President Date: 04/23/2025

Tether International, S.A. de C.V.

Signature: /s/ Giancarlo Devasini Name/Title: Giancarlo Devasini, President Date: 04/23/2025

Tether Investments, S.A. de C.V.

Signature: /s/ Giancarlo Devasini Name/Title: Giancarlo Devasini, Sole Administrator Date: 04/23/2025

Giancarlo Devasini

Signature: /s/ Giancarlo Devasini Name/Title: Giancarlo Devasini, individually Date: 04/23/2025

Schedule A

Executive Officers and Directors

The following sets forth the name, country of citizenship, position and principal occupation of each executive officer and member of the board of directors of Tether Holdings, S.A. de C.V., Tether International, S.A. de C.V. and Tether Investments, S.A. de C.V. Except as indicated below, none of the persons listed below has been convicted of a crime (other than traffic violations or similar misdemeanors) or been subject to proceedings pertaining to violations of securities laws within the past 5 years.

Executive Officers and Directors of Tether Holdings, S.A. de C.V.:

Executive Officers and Directors of Tether International, S.A. de C.V.:

Executive Officers and Directors of Tether Investments, S.A. de C.V.:

In October 2021, the U.S. Commodity Futures Trading Commission (CFTC) instituted and settled regulatory proceedings against Tether Holdings Limited, Tether Limited, Tether Operations Limited, and Tether International Limited (collectively, “Tether”) by way of an order accepting Tether’s payment of a civil monetary penalty of $41 million without admitting or denying any of the CFTC’s findings or conclusions. The order settled CFTC allegations that, from June 2016 to February 2019, Tether made untrue or misleading statements and omissions of material fact or omitted to state material facts necessary to make statements made not true or misleading in connection with, among other things, whether USDT was fully backed by U.S. Dollars held in bank accounts in Tether’s name.

In February 2021, the Office of the Attorney General of the State of New York (NYAG) entered into an agreement with Tether and several Bitfinex (a group of companies with which Tether is affiliated) companies, to settle a 2019 proceeding brought by NYAG seeking an injunction related to, among other things, the transfer of certain funds by and among Bitfinex and Tether. Without admitting or denying NYAG’s findings, Bitfinex and Tether agreed to settle the NYAG proceeding by paying $18.5 million in penalties to the State of New York. The agreement further required Bitfinex and Tether to discontinue any trading activity with New York persons or entities and to submit to mandatory reporting on certain business functions.

Schedule B

Transactions in Class A Shares

The following table lists all transactions completed by Tether Investments S.A. de C.V. in the Class A Shares since February 22, 2025, which were all completed through open market purchases:

EXHIBIT 1

Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of this Amendment to Schedule 13D, including further amendments thereto, with respect to the Class A ordinary shares, par value $0.0000001 per share, of Bitdeer Technologies Group and further agrees that this Joint Filing Agreement be filed with the Securities and Exchange Commission as an exhibit to such filing; provided, however, that no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing unless such person knows or has reason to believe such information is inaccurate (as provided in Rule 13d-1(k)(1)(ii)). This Joint Filing Agreement may be executed in one or more counterparts, all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the persons named below have executed this Joint Filing Agreement as of the date set forth below.