| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
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) |
G11448100 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | G11448100 |
| 1 | Names of Reporting Persons Golden Navigate Investments Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization VIRGIN ISLANDS, BRITISH | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 8,692,053.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
(1) Represents 8,692,053 class A ordinary shares, par value US$0.0000001 per share, directly held by Golden Navigate Investments Limited ("Golden Navigate"). Golden Navigate is a British Virgin Islands company wholly owned by Blessing Surplus Limited, a company incorporated in the British Virgin Islands, which is wholly owned and managed by VISTRA Trust (Hong Kong) Limited as trustee (the "Trustee") of The Zizai Trust, a Hong Kong reserved powers trust (the "Trust"). Mr. Yishuo Hu is the settlor of the Trust and Mr. Hu and his family members are the beneficiaries of the Trust. Under the terms of the Trust, Mr. Hu has the power to direct the Trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to the shares held by Golden Navigate in the Issuer.
(2) The percentage in Row 11 is based on a total of 192,499,656 ordinary shares of the Issuer outstanding as of January 2, 2025, including 144,099,734 class A ordinary shares and 48,399,922 class V ordinary shares.
SCHEDULE 13G |
| CUSIP No. | G11448100 |
| 1 | Names of Reporting Persons Yishuo Hu | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CHINA | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 8,692,053.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
(3) Represents 8,692,053 class A ordinary shares, par value US$0.0000001 per share, directly held by Golden Navigate Investments Limited ("Golden Navigate"). Golden Navigate is a British Virgin Islands company wholly owned by Blessing Surplus Limited, a company incorporated in the British Virgin Islands, which is wholly owned and managed by VISTRA Trust (Hong Kong) Limited as trustee (the "Trustee") of The Zizai Trust, a Hong Kong reserved powers trust (the "Trust"). Mr. Yishuo Hu is the settlor of the Trust and Mr. Hu and his family members are the beneficiaries of the Trust. Under the terms of the Trust, Mr. Hu has the power to direct the Trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to the shares held by Golden Navigate in the Issuer.
(4) The percentage in Row 11 is based on a total of 192,499,656 ordinary shares of the Issuer outstanding as of January 2, 2025, including 144,099,734 class A ordinary shares and 48,399,922 class V ordinary shares.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Bitdeer Technologies Group | |
| (b) | Address of issuer's principal executive
offices: 08 Kallang Avenue, Aperia tower 1, #09-03/04, Singapore, Singapore, 339509 | |
| Item 2. | ||
| (a) | Name of person filing: (i) Golden Navigate Investments Limited, and
(ii) Yishuo Hu
(collectively, the "Reporting Persons"). | |
| (b) | Address or principal business office or, if
none, residence: The addresses of the Reporting Persons are:
(i) Golden Navigate Investments Limited:
Vistra Corporate Services Centre, Wickhams Cay II
Road Town, Tortola, VG1110
British Virgin Islands
(ii) Yishuo Hu:
9-3202, No. 177 Hongxing Road
Baoshan Road Street, Jing'an District
Shanghai, China | |
| (c) | Citizenship: Golden Navigate Investments Limited - British Virgin Islands
Yishuo Hu - Chinese | |
| (d) | Title of class of securities: Class A ordinary shares, par value $0.0000001 per share | |
| (e) | CUSIP No.: G11448100 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: Golden Navigate Investments Ltd: 8,692,053 class A ordinary shares
Yishuo Hu: 8,692,053 class A ordinary shares | |
| (b) | Percent of class: Golden Navigate Investments Ltd: 6.0%
Yishuo Hu: 6.0% % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: Golden Navigate Investments Ltd: 8,692,053 class A ordinary shares
Yishuo Hu: 8,692,053 class A ordinary shares | ||
| (ii) Shared power to vote or to direct the
vote: Golden Navigate Investments Ltd: 0 class A ordinary shares
Yishuo Hu: 0 class A ordinary shares | ||
| (iii) Sole power to dispose or to direct the
disposition of: Golden Navigate Investments Ltd: 8,692,053 class A ordinary shares
Yishuo Hu: 8,692,053 class A ordinary shares | ||
| (iv) Shared power to dispose or to direct the
disposition of: Golden Navigate Investments Ltd: 0 class A ordinary shares
Yishuo Hu: 0 class A ordinary shares | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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. |
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Exhibit
Information |
99.1- Joint Filing Agreement |