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






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D


 
Tether Holdings Limited
 
Signature:/s/ Ludovicus Jan Van der Velde
Name/Title:Ludovicus Jan Van der Velde, Director
Date:01/22/2025
 
Tether International Limited
 
Signature:/s/ Ludovicus Jan Van der Velde
Name/Title:Ludovicus Jan Van der Velde, Director
Date:01/22/2025
 
Tether Investments Limited
 
Signature:/s/ Ludovicus Jan Van der Velde
Name/Title:Ludovicus Jan Van der Velde, Director
Date:01/22/2025
 
Giancarlo Devasini
 
Signature:/s/ Giancarlo Devasini
Name/Title:Giancarlo Devasini, individually
Date:01/22/2025

 

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 Limited, Tether International Limited and Tether Investments Limited. 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 Limited:

 

Name and
Citizenship
Position and
Principal
Occupation
Beneficial Ownership Business Address
Paolo Ardoino, citizen
of Italy
Chief Executive
Officer and Director
0 SHRM Trustees (BVI) Limited,
P.O. Box 4301, Trinity Chambers, Road Town,
Tortola, British Virgin Islands, VG 1110
Giancarlo Devasini,
citizen of Italy
Chief Financial
Officer and Director
30,066,689 (1) SHRM Trustees (BVI) Limited,
P.O. Box 4301, Trinity Chambers, Road Town,
Tortola, British Virgin Islands, VG 1110
Ludovicus Jan Van der
Velde, citizen of the
Netherlands
Director 0 SHRM Trustees (BVI) Limited,
P.O. Box 4301, Trinity Chambers, Road Town,
Tortola, British Virgin Islands, VG 1110

 

Executive Officers and Directors of Tether International Limited:

 

Name and
Citizenship
Position and Principal
Occupation
Beneficial Ownership Business Address
Paolo Ardoino, citizen
of Italy
Chief Executive
Officer and Director
0 SHRM Trustees (BVI) Limited,
P.O. Box 4301, Trinity Chambers, Road Town,
Tortola, British Virgin Islands, VG 1110
Giancarlo Devasini,
citizen of Italy
Chief Financial
Officer and Director
30,066,689 (1) SHRM Trustees (BVI) Limited,
P.O. Box 4301, Trinity Chambers, Road Town,
Tortola, British Virgin Islands, VG 1110
Ludovicus Jan Van der
Velde, citizen of the
Netherlands
Director 0 SHRM Trustees (BVI) Limited,
P.O. Box 4301, Trinity Chambers, Road Town,
Tortola, British Virgin Islands, VG 1110

 

 

 

 

Executive Officers and Directors of Tether Investments Limited:

 

Name and Citizenship Position and Principal
Occupation
Beneficial Ownership Business Address
Paolo Ardoino, citizen of
Italy
Chief Executive
Officer and Director
0 SHRM Trustees (BVI) Limited,
P.O. Box 4301, Trinity Chambers, Road Town,
Tortola, British Virgin Islands, VG 1110
Giancarlo Devasini,
citizen of Italy
Chief Financial
Officer and Director
30,066,689 (1) SHRM Trustees (BVI) Limited,
P.O. Box 4301, Trinity Chambers, Road Town,
Tortola, British Virgin Islands, VG 1110
Ludovicus Jan Van der
Velde, citizen of the
Netherlands
Director 0 SHRM Trustees (BVI) Limited,
P.O. Box 4301, Trinity Chambers, Road Town,
Tortola, British Virgin Islands, VG 1110

 

  (1) Includes the following Class A ordinary shares, par value $0.0000001 per share (“Class A Shares”) of Bitdeer Technologies Group: (a) 18,587,360 Class A Shares held by Tether International Limited, a wholly owned subsidiary of Tether Holdings Limited, (b)  6,292,702 Class A Shares held by Tether Investments Limited, a wholly owned subsidiary of Tether Holdings Limited and (c) 5,186,627 Class A Shares that may be acquired upon the exercise of a presently exercisable warrant held by Tether International Limited.

 

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.

 

 

 

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.

 

  January 22, 2025
   
  TETHER HOLDINGS LIMITED
   
  /s/ Ludovicus Jan Van der Velde
  Name: Ludovicus Jan Van der Velde
  Title: Director
   
  TETHER INTERNATIONAL LIMITED
   
  /s/ Ludovicus Jan Van der Velde
  Name: Ludovicus Jan Van der Velde
  Title: Director
   
  TETHER INVESTMENTS LIMITED
   
  /s/ Ludovicus Jan Van der Velde
  Name: Ludovicus Jan Van der Velde
  Title: Director
   
  /s/ Ludovicus Jan Van der Velde
  Ludovicus Jan Van der Velde, individually
   
  /s/ Giancarlo Devasini
  Giancarlo Devasini, individually