Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
|
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) |
03/13/2025 (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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
31,891,689.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.4 % | ||||||||
| 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) 8,117,702 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: |
| ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,117,702.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.6 % | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
31,891,689.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.4 % | ||||||||
| 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) 8,117,702 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 and Amendment No. 4 filed on January 22, 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. 5 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 31,891,689.00 shares of the Issuer's Class A Shares, representing 21.4% 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 31,891,689 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 8,117,702 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 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 DirectorsSchedule B - Open Market PurchasesExhibit 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.
|
|
|
|
|
|
|
|
|