Estate move shifts Bitdeer (BTDR) stake as 5.5M shares transferred

Rhea-AI Filing Summary

Shinning Stone Invest Co., Ltd. and its owner Zhaofeng Zhao filed Amendment No. 2 to their Schedule 13D on Bitdeer Technologies Group, reporting a private transfer of 5,500,000 Class A ordinary shares to Amazing Radiant Limited for no consideration as part of Mr. Zhao’s estate planning.

Following this transfer, they report beneficial ownership of 9,402,764 Class A ordinary shares, representing 4.92% of Bitdeer’s Class A ordinary shares and 1.48% of aggregate voting power, based on share counts outstanding as of December 31, 2025. As of April 17, 2026, they ceased to be beneficial owners of more than 5% of the Class A ordinary shares.

Key Figures

Shares beneficially owned: 9,402,764 Class A shares Transferred shares: 5,500,000 Class A shares Percent of Class A shares: 4.92% +4 more

7 metrics

Shares beneficially owned 9,402,764 Class A shares Beneficial ownership reported by Shinning Stone and Zhaofeng Zhao

Transferred shares 5,500,000 Class A shares Private transfer on April 17, 2026 to Amazing Radiant Limited

Percent of Class A shares 4.92% Portion of Bitdeer Class A ordinary shares beneficially owned

Aggregate voting power 1.48% Voting power represented by Shinning Stone and Zhao’s holdings

Class A shares outstanding 191,152,162 shares Bitdeer Class A ordinary shares outstanding as of December 31, 2025

Total ordinary shares 235,552,084 shares Total Bitdeer ordinary shares, including Class A and Class V, as of December 31, 2025

Class V ordinary shares 44,399,922 shares Bitdeer Class V ordinary shares outstanding with ten votes per share

Key Terms

beneficially owned, aggregate voting power, estate planning, Class V ordinary shares, +1 more

5 terms

beneficially owned financial

"The percentage of Class A ordinary shares beneficially owned is based on a total of 191,152,162 Class A ordinary shares"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

aggregate voting power financial

"Percent of aggregate Voting power(3): 1.48%"

estate planning financial

"for no consideration in connection with estate planning by Mr. Zhaofeng Zhao"

A set of instructions and legal steps that decide who gets your money, property and other assets, and who will manage them if you become unable to do so. For investors it matters because thoughtful planning can reduce taxes and delays, protect heirs, and keep investments from being tied up in court—think of it as a clear map and emergency kit that preserves value and directs where assets go when you can’t.

Class V ordinary shares financial

"44,399,922 Class V ordinary shares outstanding as of December 31, 2025"

private transaction financial

"transferred 5,500,000 Class A ordinary shares to Amazing Radiant Limited in a private transaction for no consideration"

A private transaction is the sale or transfer of securities, assets, or ownership stakes carried out directly between a small number of parties rather than on a public exchange. For investors it matters because these deals are less visible and often less liquid than public trades, so pricing can be harder to verify, the investment can be harder to sell quickly, and buyers or sellers may gain strategic advantages not available in open markets — like negotiated terms similar to a private garage sale versus a crowded marketplace.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

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)

Legal Department
17th Floor, Aperia Tower 1
08 Kallang Avenue, U0, 339509
65-8350-6351

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/17/2026

(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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G11448100

1

Name of reporting person

Shinning Stone Invest Co., Ltd.

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)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 9,402,764.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 9,402,764.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

9,402,764.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.92 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Represents 9,402,764 Class A ordinary shares, par value US$0.0000001 per share, directly held by Shinning Stone Invest Co., Ltd. ("Shinning Stone"). Shinning Stone is a British Virgin Islands company wholly owned by Mr. Zhaofeng Zhao. Mr. Zhao is also the sole director of Shinning Stone. (2) The percentage of Class A ordinary shares beneficially owned is based on a total of 191,152,162 Class A ordinary shares of the Issuer outstanding as of December 31, 2025, as reported in the Issuer's prospectus supplement filed with the Securities and Exchange Commission on February 23, 2026 (Registration No. 333-283732) (the "Prospectus Supplement").

SCHEDULE 13D

CUSIP Number(s): G11448100

1

Name of reporting person

Zhaofeng Zhao

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)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 9,402,764.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 9,402,764.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

9,402,764.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.92 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Represents 9,402,764 Class A ordinary shares, par value US$0.0000001 per share, directly held by Shinning Stone, a British Virgin Islands company wholly owned by Mr. Zhaofeng Zhao. Mr. Zhao is also the sole director of Shinning Stone. (2) The percentage of Class A ordinary shares beneficially owned is based on a total of 191,152,162 Class A ordinary shares of the Issuer outstanding as of December 31, 2025, as reported in the Prospectus Supplement.

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 Amendment No. 2 to Schedule 13D relates to Class A ordinary shares, par value US$0.0000001 per share, of Bitdeer Technologies Group, an exempted company incorporated in the Cayman Islands (the "Issuer"), and amends the initial statement on Schedule 13D filed by the Reporting Persons on May 31, 2023 (the "Initial Statement"), as amended by Amendment No. 1 thereto filed on March 27, 2024 (as amended, the "Schedule 13D"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D. Except as specifically amended hereby, the Schedule 13D remains in full force and effect.
Item 3.	Source and Amount of Funds or Other Consideration
	Not applicable. No funds were received or used by the Reporting Persons in connection with the transfer of shares reported herein.
Item 4.	Purpose of Transaction
	On April 17, 2026, Shinning Stone transferred 5,500,000 Class A ordinary shares to Amazing Radiant Limited in a private transaction for no consideration in connection with estate planning by Mr. Zhaofeng Zhao. Other than as described herein and in the Schedule 13D, the Reporting Persons do not have any plans or proposals that relate to, or would result in, any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	Reporting Person - Shinning Stone Invest Co., Ltd. Amount of shares beneficially owned: 9,402,764 Percent of class A ordinary shares(1): 4.92% Percent of ordinary shares(2): 3.99% Percent of aggregate Voting power(3): 1.48% Reporting Person - Zhaofeng Zhao Amount of shares beneficially owned: 9,402,764 Percent of class A ordinary shares(1): 4.92% Percent of ordinary shares(2): 3.99% Percent of aggregate Voting power(3): 1.48% (1) The percentage of Class A ordinary shares beneficially owned is based on a total of 191,152,162 Class A ordinary shares of the Issuer outstanding as of December 31, 2025, as reported in the Prospectus Supplement. (2) The percentage of ordinary shares beneficially owned is based on a total of 235,552,084 ordinary shares outstanding of the Issuer (including 191,152,162 Class A ordinary shares and 44,399,922 Class V ordinary shares) as of December 31, 2025, as reported in the Prospectus Supplement. (3) The percentage of aggregate voting power is calculated by dividing the voting power of the Class A ordinary shares beneficially owned by each Reporting Person by the total voting power of all ordinary shares of the Issuer, based on 191,152,162 Class A ordinary shares (one vote per share) and 44,399,922 Class V ordinary shares (ten votes per share) outstanding as of December 31, 2025, as reported in the Prospectus Supplement.
(b)	Reporting Person - Shinning Stone Invest Co., Ltd. Sole power to Vote or direct the vote: 9,402,764 Shared power to vote or to direct the vote: 0 Sole power to dispose or to direct the disposition of: 9,402,764 Shared power to dispose or to direct the disposition of: 0 Reporting Person - Zhaofeng Zhao Sole power to Vote or direct the vote: 9,402,764 Shared power to vote or to direct the vote: 0 Sole power to dispose or to direct the disposition of: 9,402,764 Shared power to dispose or to direct the disposition of: 0
(c)	On April 17, 2026, Shinning Stone Invest Co., Ltd. transferred 5,500,000 Class A ordinary shares, par value US$0.0000001 per share, of the Issuer to Amazing Radiant Limited, a company incorporated under the laws of the British Virgin Islands, in a private transaction for no consideration. No brokerage commissions were paid in connection with the transfer. Other than the foregoing, no transactions in the Class A ordinary shares were effected by the Reporting Persons during the past 60 days.
(d)	Not applicable.
(e)	As of April 17, 2026, the Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding Class A ordinary shares of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	99.1 Joint Filing Agreement

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.

Shinning Stone Invest Co., Ltd.

Signature:	/s/ Zhaofeng Zhao
Name/Title:	Zhaofeng Zhao/Director
Date:	04/20/2026

Zhaofeng Zhao

Signature:	/s/ Zhaofeng Zhao
Name/Title:	Zhaofeng Zhao
Date:	04/20/2026

FAQ

What change in ownership does the Bitdeer (BTDR) Schedule 13D/A report?

The filing reports that Shinning Stone Invest Co., Ltd. and owner Zhaofeng Zhao now beneficially own 9,402,764 Bitdeer Class A shares, or 4.92% of that class. This reflects a reduced stake that moves their holdings below the 5% beneficial ownership threshold for Class A shares.

How many Bitdeer (BTDR) shares were transferred and to whom?

On April 17, 2026, Shinning Stone transferred 5,500,000 Bitdeer Class A ordinary shares to Amazing Radiant Limited. The transfer occurred in a private transaction for no consideration, meaning no purchase price was paid, and no brokerage commissions were charged for the transfer.

Why was the Bitdeer (BTDR) share transfer by Shinning Stone carried out?

The filing states the 5,500,000-share transfer from Shinning Stone to Amazing Radiant Limited was made for no consideration in connection with estate planning by Mr. Zhaofeng Zhao. It is presented as an internal ownership reorganization rather than a market sale to outside investors.

What is the voting power of Shinning Stone and Zhao in Bitdeer (BTDR) after the transfer?

After the transfer, Shinning Stone and Zhaofeng Zhao report holding 9,402,764 Class A shares, representing 1.48% of Bitdeer’s aggregate voting power. This calculation uses 191,152,162 Class A and 44,399,922 Class V ordinary shares outstanding, each Class V share carrying ten votes.

How many Bitdeer (BTDR) shares are outstanding according to the Schedule 13D/A?

The filing references 191,152,162 Bitdeer Class A ordinary shares outstanding as of December 31, 2025. It also notes 235,552,084 total ordinary shares, including 44,399,922 Class V ordinary shares, based on figures disclosed in a referenced prospectus supplement.

Who ultimately controls Shinning Stone Invest Co., Ltd. in relation to Bitdeer (BTDR)?

Shinning Stone Invest Co., Ltd. is a British Virgin Islands company wholly owned by Mr. Zhaofeng Zhao, who also serves as its sole director. Accordingly, the 9,402,764 Bitdeer Class A shares held by Shinning Stone are attributed to Mr. Zhao for beneficial ownership and voting power reporting.