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. Checkbox not checked

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




Comment for Type of Reporting Person:
Note in relation to Items 8, 10 and 11: Includes 38,356,531 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 Global Investments Fund, S.I.C.A.F., S.A. Note in relation to Item 13: This percentage is calculated based upon 191,152,162 Class A Shares outstanding on December 31, 2025, as reported in the Issuer's prospectus supplement filed with the Securities and Exchange Commission pursuant to Rule 424(b)(5) on February 19, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note in relation to Item 13: This percentage is calculated based upon 191,152,162 Class A Shares outstanding on December 31, 2025, as reported in the Issuer's prospectus supplement filed with the Securities and Exchange Commission pursuant to Rule 424(b)(5) on February 19, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note in relation to Items 8, 10 and 11: Includes 38,356,531 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 Global Investments Fund, S.I.C.A.F., S.A. Mr. Devasini has a greater than 50% voting interest in Tether Global Investments Fund, S.I.C.A.F., S.A. 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 191,152,162 Class A Shares outstanding on December 31, 2025, as reported in the Issuer's prospectus supplement filed with the Securities and Exchange Commission pursuant to Rule 424(b)(5) on February 19, 2026.


SCHEDULE 13D


 
Tether Global Investments Fund, S.I.C.A.F., S.A.
 
Signature:/s/ Omar Rossi
Name/Title:Omar Rossi, Sole Administrator
Date:02/20/2026
 
Tether Investments, S.A. de C.V.
 
Signature:/s/ Giancarlo Devasini
Name/Title:Giancarlo Devasini, Sole Administrator
Date:02/20/2026
 
Giancarlo Devasini
 
Signature:/s/ Giancarlo Devasini
Name/Title:Giancarlo Devasini, individually
Date:02/20/2026

 

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 Global Investments Fund, S.I.C.A.F., S.A., 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 Global Investments Fund, S.I.C.A.F., S.A.:

 

Name and
Citizenship
Position and
Principal
Occupation
Beneficial Ownership Business Address
Omar Rossi,
citizen of Switzerland
Sole Administrator 0 Final Av. La Revolucion,
Colonia San Benito, Edif. Centro,
Corporativo Presidente Plaza, Nivel 12, Oficina 2,
Distrito de San Salvador, Municipio de San Salvador Centro,
Republica de El Salvador

 

 

 

 

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

 

Name and Citizenship Position and Principal
Occupation
Beneficial Ownership Business Address
Giancarlo Devasini,
citizen of Italy
Sole Administrator 38,356,531(1) Final Av. La Revolucion,
Colonia San Benito, Edif. Centro,
Corporativo Presidente Plaza, Nivel 12, Oficina 2,
Distrito de San Salvador, Municipio de San Salvador Centro,
Republica de El Salvador
Paolo Ardoino,
citizen of Italy
Alternate Administrator 0 Final Av. La Revolucion,
Colonia San Benito, Edif. Centro,
Corporativo Presidente Plaza, Nivel 12, Oficina 2,
Distrito de San Salvador, Municipio de San Salvador Centro,
Republica de El Salvador

 

  (1) Includes the 38,356,531 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 Global Investments Fund, S.I.C.A.F., S.A.

 

In October 2021, the U.S. Commodity Futures Trading Commission (CFTC) instituted and settled regulatory proceedings against Tether Holdings Limited (the predecessor of Tether Global Investments Fund, S.I.C.A.F., S.A.), 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 December 21, 2025, which were all completed through open market purchases:

 

Date Shares Sold Price
February 17, 2025 37,395 9.8306
February 17, 2025 970,940 9.6219
February 17, 2025 124,888 9.4986
February 18, 2025 101,187 9.5168
February 19, 2025 773,925 8.0128
February 19, 2025 1,000,000 8.0218
February 19, 2025 2,000,000 8.0118

 

 

 

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.

 

  Tether Global Investments Fund, S.I.C.A.F., S.A.
   
  /s/ Omar Rossi
  Name: Omar Rossi
  Title: Sole Administrator
   
  TETHER INVESTMENTS, S.A. DE C.V.
   
  /s/ Giancarlo Devasini
  Name: Giancarlo Devasini
  Title: Sole Administrator
   
  /s/ Giancarlo Devasini
  Giancarlo Devasini, individually