SCHEDULE: Tether Entities Update Bitdeer Stake, Disclose Sales

Tether Holdings and its affiliates filed an amended Schedule 13D for Bitdeer Technologies Group, reporting an 18.1% stake and disclosing recent open market share sales.

Summary

• Tether Holdings, S.A. de C.V., Tether Investments, S.A. de C.V., and Giancarlo Devasini (collectively, the "Reporting Persons") filed Amendment No. 9 to their Schedule 13D for Bitdeer Technologies Group.
• The Reporting Persons beneficially own an aggregate of 30,356,531 Class A ordinary shares of Bitdeer Technologies Group, representing 18.1% of the outstanding Class A Shares.
• This percentage is calculated based on 167,316,601 Class A Shares outstanding as of June 30, 2025, as reported in Bitdeer's Form 6-K filed on September 29, 2025.
• Effective October 31, 2025, Tether International, S.A. de C.V. transferred 23,773,987 Common Shares to Tether Investments, S.A. de C.V., which resulted in no change in the aggregate number of Common Shares beneficially owned by the overall Reporting Persons group.
• Tether Investments S.A. de C.V. completed open market sales of Class A Shares totaling 7,780,254 shares between September 12, 2025, and October 20, 2025, at prices ranging from $16.0714 to $27.1624 per share.

Sentiment

Score: 4

Explanation: The filing reports a significant beneficial ownership stake, which is positive, but the disclosure of substantial open market share sales by a key investor and the historical regulatory issues faced by the reporting entities introduce notable negative sentiment and risks.

Positives

• The Reporting Persons, including Tether Holdings and Giancarlo Devasini, maintain a significant 18.1% beneficial ownership stake in Bitdeer Technologies Group, indicating continued substantial investment.
• An internal transfer of 23,773,987 Common Shares between Tether entities on October 31, 2025, did not result in a change to the aggregate number of shares beneficially owned by the Reporting Persons as a group.

Negatives

• Tether Investments S.A. de C.V. engaged in substantial open market sales of 7,780,254 Class A Shares of Bitdeer Technologies Group between September 12, 2025, and October 20, 2025, which could signal a partial divestment or portfolio rebalancing by a major investor.
• The filing discloses past regulatory proceedings against Tether entities, including a $41 million civil monetary penalty from the U.S. Commodity Futures Trading Commission (CFTC) in October 2021 for misleading statements regarding USDT backing.
• Tether and affiliated Bitfinex companies also settled a 2019 proceeding with the Office of the Attorney General of the State of New York (NYAG) in February 2021, paying $18.5 million in penalties and agreeing to discontinue trading with New York persons or entities.

Risks

• The sale of over 7.7 million Class A Shares by Tether Investments S.A. de C.V. could exert downward pressure on Bitdeer's stock price or be perceived as a reduction in confidence by a significant shareholder.
• Historical regulatory issues faced by Tether entities, including substantial fines from the CFTC and NYAG, could raise concerns about the governance and operational integrity of the reporting persons, potentially impacting their reputation or future regulatory scrutiny.
• The NYAG settlement's requirement for Tether to discontinue trading activity with New York persons or entities and submit to mandatory reporting could limit the operational scope or perceived market access of the reporting entities.

Future Outlook

This Schedule 13D amendment primarily reports changes in beneficial ownership and past transactions. It does not contain explicit forward-looking statements or guidance from Bitdeer Technologies Group or the reporting persons regarding future performance or strategic direction, beyond the ongoing beneficial ownership.

Management Comments

• 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. (Giancarlo Devasini)

Industry Context

This filing highlights the continued significant involvement of major cryptocurrency-related entities (Tether) in the publicly traded cryptocurrency mining sector (Bitdeer Technologies Group). The disclosed share sales by Tether Investments S.A. de C.V. could reflect a strategic adjustment within Tether's investment portfolio, potentially influenced by market conditions in the crypto mining industry or broader cryptocurrency markets. The historical regulatory issues faced by Tether underscore the ongoing scrutiny and compliance challenges within the digital asset space, which can indirectly affect companies like Bitdeer that operate within the same ecosystem.

Comparison to Industry Standards

• The 18.1% stake held by Tether entities in Bitdeer Technologies Group represents a substantial minority interest, comparable to significant institutional holdings observed in other publicly traded companies within the technology or specialized industrial sectors.
• The open market sales by Tether Investments S.A. de C.V. are a common practice for large shareholders managing their portfolio exposure. Without specific context on Tether's overall investment strategy or Bitdeer's performance relative to peers like Marathon Digital Holdings (MARA) or Riot Platforms (RIOT), it is difficult to assess if these sales are standard rebalancing or a more bearish signal.
• The past regulatory penalties against Tether ($41 million by CFTC, $18.5 million by NYAG) are significant and reflect a higher level of regulatory enforcement compared to traditional financial institutions, though such large fines are not uncommon in the nascent and evolving cryptocurrency industry, with other major players like Binance and Coinbase also facing substantial regulatory actions.

Corporate Governance

Legal Proceedings

• In October 2021, the U.S. Commodity Futures Trading Commission (CFTC) settled regulatory proceedings against Tether entities, imposing a $41 million civil monetary penalty for making untrue or misleading statements regarding USDT backing from June 2016 to February 2019.
• In February 2021, the Office of the Attorney General of the State of New York (NYAG) settled a 2019 proceeding with Tether and Bitfinex companies, resulting in $18.5 million in penalties and requiring discontinuation of trading with New York persons/entities and mandatory reporting.

Related Party Transactions

• A transfer of 23,773,987 Common Shares occurred from Tether International, S.A. de C.V. to Tether Investments, S.A. de C.V. on October 31, 2025. Both are Tether entities and part of the reporting group.
• Giancarlo Devasini has a greater than 50% voting interest in Tether Holdings, S.A. de C.V., which wholly owns Tether Investments, S.A. de C.V., indicating a controlled relationship among the reporting persons.

Stakeholder Impact

• Shareholders (Bitdeer): The disclosure of significant share sales by a major investor (Tether Investments) could lead to negative market sentiment and potential downward pressure on Bitdeer's stock price. The continued 18.1% stake, however, still represents a substantial vote of confidence.
• Regulatory Authorities: The historical regulatory issues of Tether entities (CFTC, NYAG settlements) highlight ongoing scrutiny in the crypto space, which could indirectly affect how regulators view companies associated with these entities.

Key Dates

Recommendation

While the filing indicates a significant beneficial ownership stake by Tether entities in Bitdeer, the disclosed open market sales of over 7.7 million shares by Tether Investments S.A. de C.V. suggest a partial divestment or portfolio rebalancing. This action by a major investor could be interpreted negatively by the market, potentially signaling a lack of stronger conviction or a strategic shift. Coupled with the historical regulatory issues of the Tether entities, a "hold" recommendation is prudent until further clarity emerges regarding the rationale behind the sales and Bitdeer's independent performance trajectory.

Keywords

Bitdeer Technologies Group, Tether Holdings, Tether Investments, Schedule 13D, Beneficial Ownership, Class A Shares, Share Sales, Cryptocurrency Mining, Blockchain, SEC Filing, Institutional Investor