|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
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) |
(CUSIP Number) |
Legal Department 17th Floor, Aperia Tower 1 08 Kallang Avenue, U0, 339509 65-8350-6351 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/17/2026 (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. |
| 1 |
Name of reporting person
Shinning Stone Invest Co., Ltd. | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,402,764.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.92 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Represents 9,402,764 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.
(2) The percentage of Class A ordinary shares beneficially owned is based on a total of 191,152,162 Class A ordinary shares of the Issuer outstanding as of December 31, 2025, as reported in the Issuer's prospectus supplement filed with the Securities and Exchange Commission on February 23, 2026 (Registration No. 333-283732) (the "Prospectus Supplement").
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Zhaofeng Zhao | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,402,764.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.92 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Represents 9,402,764 Class A ordinary shares, par value US$0.0000001 per share, directly held by Shinning Stone, a British Virgin Islands company wholly owned by Mr. Zhaofeng Zhao. Mr. Zhao is also the sole director of Shinning Stone.
(2) The percentage of Class A ordinary shares beneficially owned is based on a total of 191,152,162 Class A ordinary shares of the Issuer outstanding as of December 31, 2025, as reported in the Prospectus Supplement.
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 Amendment No. 2 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"), as amended by Amendment No. 1 thereto filed on March 27, 2024 (as amended, the "Schedule 13D"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D. Except as specifically amended hereby, the Schedule 13D remains in full force and effect. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Not applicable. No funds were received or used by the Reporting Persons in connection with the transfer of shares reported herein. | ||
| Item 4. | Purpose of Transaction | |
On April 17, 2026, Shinning Stone transferred 5,500,000 Class A ordinary shares to Amazing Radiant Limited in a private transaction for no consideration in connection with estate planning by Mr. Zhaofeng Zhao. Other than as described herein and in the Schedule 13D, the Reporting Persons do not have any plans or proposals that relate to, or would result in, any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Reporting Person - Shinning Stone Invest Co., Ltd.
Amount of shares beneficially owned: 9,402,764
Percent of class A ordinary shares(1): 4.92%
Percent of ordinary shares(2): 3.99%
Percent of aggregate Voting power(3): 1.48%
Reporting Person - Zhaofeng Zhao
Amount of shares beneficially owned: 9,402,764
Percent of class A ordinary shares(1): 4.92%
Percent of ordinary shares(2): 3.99%
Percent of aggregate Voting power(3): 1.48%
(1) The percentage of Class A ordinary shares beneficially owned is based on a total of 191,152,162 Class A ordinary shares of the Issuer outstanding as of December 31, 2025, as reported in the Prospectus Supplement.
(2) The percentage of ordinary shares beneficially owned is based on a total of 235,552,084 ordinary shares outstanding of the Issuer (including 191,152,162 Class A ordinary shares and 44,399,922 Class V ordinary shares) as of December 31, 2025, as reported in the Prospectus Supplement.
(3) The percentage of aggregate voting power is calculated by dividing the voting power of the Class A ordinary shares beneficially owned by each Reporting Person by the total voting power of all ordinary shares of the Issuer, based on 191,152,162 Class A ordinary shares (one vote per share) and 44,399,922 Class V ordinary shares (ten votes per share) outstanding as of December 31, 2025, as reported in the Prospectus Supplement. | |
| (b) | Reporting Person - Shinning Stone Invest Co., Ltd.
Sole power to Vote or direct the vote: 9,402,764
Shared power to vote or to direct the vote: 0
Sole power to dispose or to direct the disposition of: 9,402,764
Shared power to dispose or to direct the disposition of: 0
Reporting Person - Zhaofeng Zhao
Sole power to Vote or direct the vote: 9,402,764
Shared power to vote or to direct the vote: 0
Sole power to dispose or to direct the disposition of: 9,402,764
Shared power to dispose or to direct the disposition of: 0 | |
| (c) | On April 17, 2026, Shinning Stone Invest Co., Ltd. transferred 5,500,000 Class A ordinary shares, par value US$0.0000001 per share, of the Issuer to Amazing Radiant Limited, a company incorporated under the laws of the British Virgin Islands, in a private transaction for no consideration. No brokerage commissions were paid in connection with the transfer. Other than the foregoing, no transactions in the Class A ordinary shares were effected by the Reporting Persons during the past 60 days. | |
| (d) | Not applicable. | |
| (e) | As of April 17, 2026, the Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding Class A ordinary shares of the Issuer. | |
| Item 7. | Material to be Filed as Exhibits. | |
99.1 Joint Filing Agreement | ||
| 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.
|
|
|
|
|
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 13D referred to below) on behalf of each of them of a statement on Schedule 13D (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 April 20, 2026.
| Shinning Stone Invest Co., Ltd. | ||
| By: | /s/ Zhaofeng Zhao | |
| Name: | Zhaofeng Zhao | |
| Title: | Director | |
| Zhaofeng Zhao | |
| /s/ Zhaofeng Zhao |