Tether Group Discloses Stake in Bitdeer Technologies

TL;DR

**Tether group now a major Bitdeer holder. Big moves coming?**

AI Summary

On June 6, 2024, Tether International Limited, along with Giancarlo Devasini and Ludovicus Jan Van Der Velde, filed an SC 13D, indicating they collectively hold a significant stake in Bitdeer Technologies Group. The filing details their ownership and intentions regarding the company's securities.

Why It Matters

This filing signals a substantial investment by a major player in the cryptocurrency ecosystem into a publicly traded Bitcoin mining company, potentially influencing Bitdeer's strategic direction and market perception.

Risk Assessment

Risk Level: medium — The filing indicates a significant ownership stake by a group including Tether, which could lead to changes in company strategy or control, introducing potential volatility.

Key Players & Entities

• Tether International Limited (company) — Filing entity
• Giancarlo Devasini (person) — Group member
• Ludovicus Jan Van Der Velde (person) — Group member
• Bitdeer Technologies Group (company) — Subject company

FAQ

Key Financial Figures

• $0.0000001 — er) Class A ordinary shares, par value $0.0000001 per share (Title of Class of Securiti
• $100,000,000 — tional Class A Shares of the Issuer was $100,000,000. The warrant is also exercisable for Cl
• $50,000,000 — ares for an aggregate purchase price of $50,000,000, subject to anti-dilution provisions de
• $10.00 — Shares”) at an exercise price of $10.00 per share for an aggregate purchase pri
• $41 million — payment of a civil monetary penalty of $41 million without admitting or denying any of the
• $18.5 million — to settle the NYAG proceeding by paying $18.5 million in penalties to the state of New York.

Filing Documents

• tm2416467d1_sc13d.htm (SC 13D) — 116KB
• tm2416467d1_ex1.htm (EX-99.1) — 5KB
• tm2416467d1_ex2.htm (EX-99.2) — 304KB
• 0001104659-24-068877.txt ( ) — 427KB

Security and Issuer

Item 1. Security and Issuer This statement on Schedule 13D relates 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”). The address of the principal executive offices of the Issuer is 08 Kallang Avenue, Aperia tower 1, #09-03/04, Singapore 339509. The Class A Shares are listed on the Nasdaq Capital Market under the ticker symbol “BTDR”.

Identity and Background

Item 2. Identity and Background (a)(b)(c)(f) This statement is being filed by Tether Holdings Limited, a British Virgin Islands business company, Tether International Limited, a British Virgin Islands business company, Ludovicus Jan Van der Velde, a natural person and citizen of the Netherlands and Giancarlo Devasini, a natural person and citizen of Italy (collectively, the “Reporting Persons”). The principal business address of the Reporting Persons is SHRM Trustees (BVI) Limited, P.O. Box 4301, Trinity Chambers, Road Town, Tortola, British Virgin Islands, VG 1110. The principal business of Tether International Limited is to serve as the main issuer (alongside Tether Limited) of the USDT stablecoin and the investment of the reserves backing USDT and the profits derived from its operations. Tether Holdings Limited is the holding company for the Tether Group. The principal occupation of each Ludovicus Jan Van der Velde and Giancarlo Devasini is to serve as a director of Tether Holdings Limited. Ludovicus Jan Van der Velde and Giancarlo Devasini are the directors of Tether Holdings Limited and share voting and dispositive power with respect to the securities held by Tether Holdings Limited, including securities held by Tether International Limited, its wholly owned subsidiary. Messrs. Van der Velde and Devasini each disclaim beneficial ownership of the securities held by Tether Holdings Limited and Tether International Limited. The reporting persons have agreed to file this Schedule 13D jointly pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934. (d) None. (e) None. Certain information regarding Tether Holdings Limited, Tether International Limited and their respective executive officers and directors is set forth on Schedule A attached hereto.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration The aggregate purchase price for the Issuer’s Class A Shares currently beneficially owned by the Reporting Persons and the warrant to purchase additional Class A Shares of the Issuer was $100,000,000. The warrant is also exercisable for Class A Shares for an aggregate purchase price of $50,000,000, subject to anti-dilution provisions described below. Funds for the investment are from profits derived from investment of the reserves backing the Tether stablecoin. 6

Purpose of the Transaction

Item 4. Purpose of the Transaction On May 30, 2024, the Issuer and Tether International Limited entered into a subscription agreement (the “Subscription Agreement”), pursuant to which Tether International Limited purchased (i) 18,587,360 Class A Shares and (ii) a warrant (the “Warrant”) exercisable for 5,000,000 Class A Shares (the “Warrant Shares”) at an exercise price of $10.00 per share for an aggregate purchase price of $100,000,000. The Warrant is subject to customary anti-dilution provisions reflecting share dividends and splits or other similar transactions, and weighted average anti-dilution protection with respect to the issuance of ordinary shares or ordinary share equivalents for consideration per share less than the initial exercise price of the Warrant. The Warrant will remain exercisable at the election of Tether International Limited until May 30, 2025. market conditions and other factors, the reporting persons may sell a portion of the Class A Shares beneficially owned by the Reporting Persons from time to time in open market transactions pursuant to Rule 144 under the Securities Act of 1933, as amended, pursuant to registered secondary offerings or transactions exempt from the registration requirements of the Securities Act, in privately negotiated transactions or otherwise, including pursuant to Rule 10b5-1 plans, for liquidity, asset diversification, tax and estate planning and charitable giving purposes. The Reporting Persons may modify their current plans depending on the reporting persons’ evaluation of various factors, including the Issuer’s business prospects and financial position, other developments concerning the Issuer, the price level of the Class A Shares, conditions in the securities markets and general economic and industry conditions and other factors deemed relevant by the reporting persons. Furthermore, the Reporting Persons co

Interest in Securities of Issuer

Item 5. Interest in Securities of Issuer (a) The Reporting Persons beneficially own an aggregate of 23,587,360 shares of the Issuer’s Class A Shares, inclusive of the 5,000,000 Warrant Shares, representing 25.1% of the outstanding Class A Shares. (b) Each of the Reporting Persons has shared voting and dispositive power with respect to the beneficially owned 23,587,360 shares. This percentage is calculated based upon 93,902,764 Class A Shares outstanding, which include (i) 70,315,404 Class A Shares outstanding as of March 31, 2024 (exclusive of 6,706,276 Class A Shares reserved for issuance upon the exercise of awards under share incentive plans) as set forth in the Issuer's post-effective amendment No. 3 to Form F-1 on Form F-3 filed with the Securities and Exchange Commission on April 23, 2024, and (ii) the 23,587,360 Class A Shares beneficially owned by the Reporting Persons, inclusive of the Warrant Shares. (c) Except as described in Item 3, the Reporting Persons and persons described in Schedule A have not engaged in any transaction with respect to the Issuer’s Class A Shares during the sixty days prior to the date of filing this Schedule 13D. (d) None. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The information set forth in Item 2 and Item 4 of this Schedule 13D is incorporated herein by reference. Registration Rights Agreement In connection with the Subscription Agreement described in Item 4 of this Schedule 13D, on May 30, 2024, the Issuer and Tether International Limited entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Issuer agreed to prepare and file a registration statement (the “Registration Statement”) with the Securities and Exchange Commission registering the resale of the Class A Shares sold to Tether International Limited pursuant to the Subscription Agreement, inclusive of the Warrant Shares, as soon as reasonably practicable and use reasonable best efforts to have the Registration Statement declared effective no later than the date 30 days after the filing thereof. The foregoing descriptions of the Subscription Agreement, the Warrant and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Subscription Agreement, the Warrant and the Registration Rights Agreement, which are filed as Exhibits 2, 3 and 4, respectively, and incorporated herein by reference. 7

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits 1. Agreement of filing persons relating to filing of joint statement per Rule 13d-1(k). 2. Subscription Agreement between Bitdeer Technologies Group and Tether International Limited, dated May 30, 2024. 3. Form of Warrant to Purchase Ordinary Shares (included in Exhibit 2) 4. Form of Registration Rights Agreement (included in Exhibit 2)

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement on Schedule 13D is true, complete and correct. June 6, 2024 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 /s/ Ludovicus Jan Van der Velde Ludovicus Jan Van der Velde , individually /s/ Giancarlo Devasini Giancarlo Devasini , individually 8 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 and Tether International 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 Chief Executive Officer None. 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 23,587,360 (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 23,587,360 (1) SHRM Trustees (BVI) Limited, P.O. Box 4301, Trinity Chambers, Road Town, Tortola, British Virgin Islands, VG 1110 9 Executive Officers and Directors of Tether International Limited : Name and Citizenship Position and Principal Occupation

View Full Filing

View this SC 13D filing on SEC EDGAR