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As filed with the Securities and Exchange Commission on March 17, 2023
Registration No. 333-270345
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
to
FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Bitdeer Technologies Group
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
Cayman Islands
(State or Other Jurisdiction of
Incorporation or Organization)
6770
(Primary Standard Industrial
Classification Code Number)
Not Applicable
(I.R.S. Employer
Identification Number)
08 Kallang Avenue
Aperia tower 1, #09-03/04
Singapore 339509
Telephone: +65 62828220
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, New York 10168
+1 800-221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Will H. Cai, Esq.
Nicolas H.R. Dumont, Esq.
Reid S. Hooper, Esq.
Cooley LLP
55 Hudson Yards
New York, NY 10001
+1 212 479-6000
Timothy Pitrelli, Esq.
Cooley LLP
182 Cecil Street, #38-01
Frasers Tower
Singapore 069547
+65 6962 7500
Derek Dostal, Esq.
Howard Zhang, Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
+1 212 450-4000
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration for the share offering. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
†      The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification (“ASC”) after April 5, 2012.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
PRELIMINARY — SUBJECT TO COMPLETION, DATED MARCH 17, 2023
PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
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Blue Safari Group Acquisition Corp.
and
PROSPECTUS FOR UP TO 71,458,985 CLASS A ORDINARY SHARES OF
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Bitdeer Technologies Group
The board of directors of Blue Safari Group Acquisition Corp. (the “BSGA Board”), a BVI business company (“BSGA”), has unanimously approved the amended and restated agreement and plan of merger dated December 15, 2021 (as it may be amended and/or restated from time to time, the “Merger Agreement”), by and among Bitdeer Technologies Group (“BTG”), Bitdeer Technologies Holding Company (“Bitdeer”), BSGA, Blue Safari Merge Limited, a British Virgin Islands business company and a wholly-owned subsidiary of BTG (“BSGA Merger Sub 1”), Blue Safari Merge II Limited, a British Virgin Islands business company and a wholly-owned subsidiary of BTG (“BSGA Merger Sub 2”), Bitdeer Merge Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of BTG (“Bitdeer Merger Sub”) and Blue Safari Mini Corp. (“BSGA Sub”). The Merger Agreement contemplates three mergers in connection with the Business Combination. At the effective time of the first merger, BSGA Merger Sub 1 will be merged with and into BSGA, and the separate corporate existence of BSGA Merger Sub 1 will cease and BSGA will continue as the surviving company under the laws of the British Virgin Islands (the “First SPAC Merger”). Immediately following the First SPAC Merger and at the effective time of the second merger, BSGA will be merged with and into BSGA Merger Sub 2 and BSGA Merger Sub 2 will continue as the surviving company under the laws of the British Virgin Islands as a wholly-owned subsidiary of BTG (the “Second SPAC Merger”). The First SPAC Merger and the Second SPAC Merger are together referred to as the Initial Mergers. Following the Initial Mergers, at the effective time of the third merger, Bitdeer Merger Sub will be merged with and into Bitdeer (the “Acquisition Merger”). Following the Acquisition Merger, the separate corporate existence of Bitdeer Merger Sub will cease and Bitdeer will continue as the surviving company in the Acquisition Merger under the laws of the Cayman Islands and become a wholly-owned subsidiary of BTG. The Merger Agreement is attached to this proxy statement/prospectus as Annex A-1, Annex A-2, Annex A-3 and Annex A-4. At the consummation of the Business Combination, BTG’s amended and restated memorandum and articles of association (the “Amended BTG Articles”) shall be substantially in the form attached to this proxy statement/prospectus as Annex B. As used in this proxy statement/prospectus, “we,” “us,” “our company,” “our,” and “BSGA” refer to Blue Safari Group Acquisition Corp.
BSGA Shareholders are being asked to consider a vote upon the Business Combination and certain proposals related thereto as described in this proxy statement/prospectus. As a result of, and upon consummation of, the Business Combination, each of Merger Sub 2 and Bitdeer shall become a wholly-owned subsidiary of BTG, and BTG shall become a new public company owned by the prior BSGA Shareholders, the prior holders of Bitdeer Shares, Bitdeer RSU, and other investors of BTG (if any). BTG plans to apply for listing, to be effective at the time of the Closing of the Business Combination, of the class A ordinary shares of BTG (“BTG Class A Ordinary Shares”) on the Nasdaq Stock Market (“Nasdaq”) and seek to obtain clearance by The Depository Trust Company (“DTC”) as promptly as practicable following the issuance hereof, subject to official notice of issuance, prior to the Closing Date under the symbols “BTDR.”
Pursuant to the Merger Agreement, upon the consummation of the Business Combination, (i) each ordinary share of BSGA (“BSGA Ordinary Share”) issued and outstanding immediately prior to the effective time of the First SPAC Merger shall automatically be cancelled and cease to exist in exchange for the right to receive, without interest, one BTG Class A Ordinary Share, (ii) each ordinary share of Bitdeer (“Bitdeer Ordinary Share”) and preferred share of Bitdeer (“Bitdeer Preference Share,” together with Bitdeer Ordinary Share, “Bitdeer Shares”) issued and outstanding immediately prior to the effective time of the Acquisition Merger (“Acquisition Merger Effective Time”) (other than any Bitdeer Shares held by the founder of Mr. Jihan Wu or the entity controlled by him, namely Victory Courage Limited (“Key Executive Shares”) and Bitdeer Shares owned by holders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Acquisition Merger pursuant to the Cayman Companies Act) shall automatically be cancelled and cease to exist in exchange for the right to receive, without interest, such number of BTG Class A Ordinary Shares that is equal to the Exchange Ratio (as defined below), (iii) each Key Executive Share issued and outstanding immediately prior to the Acquisition Merger Effective Time shall automatically be cancelled and cease to exist in exchange for the right to receive, without interest, such number of Class V ordinary share of BTG (“BTG Class V Ordinary Share”) that is equal to the quotient obtained by dividing (A) 118 million by (B) the Bitdeer Total

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The information in this proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Shares (as defined below) (the “Exchange Ratio”), (iv) each restricted share unit to acquire Bitdeer Shares issued pursuant to an award granted under Bitdeer’s 2021 Share Incentive Plan (“Bitdeer RSU”) outstanding immediately prior to the Acquisition Merger Effective Time, whether vested or unvested, shall be assumed by BTG and converted into an award of restricted share units (each an “Assumed RSU”) representing the rights to receive, on the same terms and conditions (including applicable vesting, settlement and expiration provisions) as applied to each such Bitdeer RSU immediately prior to the Acquisition Merger Effective Time, BTG Class A Ordinary Shares, except that number of BTG Class A Ordinary Shares subject to such Assumed RSU shall equal to the product of (A) the number of Bitdeer Ordinary Shares that were subject to such Bitdeer RSU immediately prior to the Acquisition Merger Effective Time, multiplied by (B) the Exchange Ratio, rounded down to the nearest whole share. As used herein, Bitdeer Total Share equals to the sum of (x) the number of issued and outstanding Bitdeer Shares (on an as-converted basis), (y) the aggregate number of Bitdeer Shares (on an as-converted basis) issuable upon the settlement of all vested Bitdeer RSUs (as defined below) as of immediately prior to the Acquisition Merger Effective Time (including after giving effect to the consummation of the Acquisition Merger or any acceleration of any unvested Bitdeer RSUs in connection with the consummation of the Acquisition Merger), and (z) the aggregate number of Bitdeer Shares (on an as-converted basis) issuable upon conversion of the Bitdeer Convertible Note.
The newly issued BTG Class V Ordinary Shares will have the same economic terms as the newly issued BTG Class A Ordinary Shares but differ with respect to voting and conversion rights. Each holder of BTG Class A Ordinary Shares will be entitled to one vote per share and each holder of BTG Class V Ordinary Shares is entitled to ten (10) votes per share on all matters submitted to them for a vote of all BTG Ordinary Shares voting together as a single class (which is the case for most matters). Upon the consummation of the Business Combination, Mr. Jihan Wu will hold all BTG Class V Ordinary Shares and will control the voting power of all outstanding BTG Class V Ordinary Shares. As a result of Mr. Jihan Wu’s control over the voting power of all outstanding BTG Class V Ordinary Shares, Mr. Jihan Wu will, immediately following the Business Combination, be expected to own over 88.3% of the total voting power of all issued and outstanding BTG Ordinary Shares, and will have the ability to (i) effectively control matters requiring the affirmative vote of the holders of at least the majority of the issued and outstanding BTG Ordinary Shares voted at a meeting of shareholders, including the election of all of the members of BTG’s board of directors, and (ii) decisively influence, if not effectively control, matters requiring a special resolution of the shareholders (which under the laws of the Cayman Islands requires the affirmative vote of at least two-thirds of the issued and outstanding BTG Ordinary Shares voted at a meeting) such as the amendment of BTG’s organizational documents. For further information, see the section entitled “Risk Factors — Risks Related to BTG — BTG’s dual-class voting structure may limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of BTG Class A Ordinary Shares may view as beneficial.”
The multiple merger structure was chosen by the parties to the Merger Agreement for business, legal and accounting reasons. In particular, given BTG’s eligibility as a foreign private issuer, its reporting obligations under U.S. securities laws will be less burdensome compared to domestic registrants and BTG will be able to prepare and file its financial statements in accordance with the International Financial Reporting Standards. Such benefit will not be available immediately upon Closing if the Business Combination were to be conducted through a reverse triangular merger in which Bitdeer would be acquired directly by BSGA, which would continue to report as a domestic registrant upon Closing until further assessment of factors such as its shareholder base and location of assets at a future date pursuant to U.S. securities laws. Operationally, following the Business Combination conducted via the proposed structure, BTG will be a holding company that will operate Bitdeer’s current business through its subsidiaries, which is consistent with the expectations of Bitdeer and BSGA’s management in relation to post-Business Combination corporate and operational structure.
In addition, the Initial Mergers are structured as two separate mergers primarily for U.S. tax reasons. The exchange of BSGA Securities (as defined in “Material U.S. Federal Income Tax Considerations”) for BTG Class A Ordinary Shares pursuant to the Business Combination is intended to qualify as a tax-free transaction for U.S. federal income tax purposes. See the section entitled “Material U.S. Federal Income Tax Considerations — Consequences of the Business Combination — Qualification of the Initial Mergers as a Reorganization.” The Initial Mergers that effect the exchange of BSGA Securities for BTG Class A Ordinary Shares are structured as a two-step merger in the form of the First SPAC Merger and the Second SPAC Merger to reduce the risk that holders will be subject to U.S. federal income tax on the exchange of their BSGA Securities for BTG Class A Ordinary Shares.
Proposals to approve the Merger Agreement and the other matters discussed in this proxy statement/prospectus shall be presented at the Extraordinary General Meeting scheduled to be held on       , 2023.
This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Extraordinary General Meeting of BSGA Shareholders. We encourage you to carefully read this entire document. You should, in particular, carefully consider the risk factors described in “Risk Factors” beginning on page 44 of this proxy statement/prospectus.
This proxy statement/prospectus is dated                 , 2023 and is first being mailed to BSGA Shareholders on or about                 , 2023.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

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BLUE SAFARI GROUP ACQUISITION CORP.
A British Virgin Islands Business Company
The Sun’s Group Center
29 Floor
200 Gloucester Road
Wan Chai, Hong Kong
NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON                 , 2023
TO THE SHAREHOLDERS OF BLUE SAFARI GROUP ACQUISITION CORP.:
You are cordially invited to attend the extraordinary general meeting (the “Extraordinary General Meeting”) of Blue Safari Group Acquisition Corp., an exempted company limited by shares incorporated under the laws of the British Virgin Islands (“BSGA”), at      a.m., Eastern time, on     , 2023 at offices of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York and virtually at https://www.cstproxy.com/bluesafarigroup/2023, and on such other date and at such other place to which the meeting may be adjourned. While as a matter of British Virgin Islands law we are required to have a physical location for the meeting, we are pleased to utilize virtual shareholder meeting technology to (i) provide ready access and cost savings for BSGA Shareholders and BSGA, and (ii) to promote social distancing pursuant to guidance provided by the CDC and the SEC due to COVID-19. The virtual meeting format allows attendance from any location in the world.
The Extraordinary General Meeting shall be held for the following purpose:
1.   to consider and vote upon a proposal to approve the amended and restated agreement and plan of merger dated December 15, 2021 (as it may be amended and/or restated from time to time, the “Merger Agreement”), by and among Bitdeer Technologies Group, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“BTG”), Bitdeer Technologies Holding Company, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Bitdeer”), BSGA, Blue Safari Merge Limited, a British Virgin Islands business company and a wholly-owned subsidiary of BTG (“BSGA Merger Sub 1”), Blue Safari Merge II Limited, a British Virgin Islands business company and a wholly-owned subsidiary of BTG (“BSGA Merger Sub 2”), Bitdeer Merge Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of BTG (“Bitdeer Merger Sub”) and Blue Safari Mini Corp. (“BSGA Sub”), copies of which are attached to the accompanying proxy statement/prospectus as Annex A-1, Annex A-2, Annex A-3 and Annex A-4 and the transactions contemplated thereunder including (i) BSGA Merger Sub 1 merging with and into BSGA with BSGA being the surviving entity (the “First SPAC Merger”, and the surviving entity, the “Initial SPAC Surviving Sub”), (ii) immediately following the First SPAC Merger, BSGA merging with and into BSGA Merger Sub 2, with BSGA Merger Sub 2 being the surviving entity (the “Second SPAC Merger”, and together with the First SPAC Merger, the “Initial Mergers”), and (iii) following the Initial Mergers, Bitdeer Merger Sub merging with and into Bitdeer (the “Acquisition Merger”, and together with the Initial Mergers, the “Mergers”), with Bitdeer being the surviving entity and becoming a wholly-owned subsidiary of BTG (the Mergers and other transactions contemplated by the Merger Agreement are collectively referred to as the “Business Combination”) (the “Business Combination Proposal”);
2.   to consider and vote upon a proposal to approve, (1) the First SPAC Merger and the plan of merger for the First SPAC Merger (the “First Plan of Merger”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A-5, and the transactions contemplated thereunder, and (2) that upon the effective time of the First SPAC Merger, (i) the amended and restated memorandum and articles of association in the form attached to the First Plan of Merger, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A-6, being adopted as the new memorandum and articles of association of BSGA (as the Initial SPAC Surviving Sub) in replacement of the existing memorandum and articles of association of BSGA, and (ii) all authorised class A ordinary shares, class B ordinary shares and preferred shares, each with no par value, of the Initial SPAC Surviving Sub be re-designated as shares of a single class each with a par value of US$1.00 and the maximum number of shares the Initial SPAC Surviving Sub is authorised to issue be decreased from 111,000,000 shares to 50,000 shares, and as a consequence, the following
 

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wording shall be inserted as a new clause 6.2 of the memorandum of association of the Initial SPAC Surviving Sub in place of the existing clause 5.1: “6.2. The Company is authorised to issue a maximum of 50,000 Shares of a single class each with a par value of US$1.00.” ​(the “Initial Mergers Proposal”);
3.   to consider and vote upon a proposal to approve, the issuance of securities in connection with the Business Combination in order to comply with Nasdaq Listing Rules 5635(a) and (b) (the “Nasdaq Proposal”);
4.   to consider and vote upon a proposal (the “Governing Documents Proposal”) in connection with the replacement of the current Second Amended and Restated Memorandum and Articles of Association (the “Existing BSGA Articles”) with the proposed Amended and Restated Memorandum and Articles of Association of BTG (the “Amended BTG Articles”);
5.   to consider and vote upon proposals (the “Governing Documents Proposals A to D”) in connection with the approval of certain key differences between the Existing BSGA Articles and the Amended BTG Articles;
6.   to consider and vote upon a proposal to approve, the BTG incentive plan a form of which is attached to the accompanying proxy statement/prospectus as Annex C (the “BTG Incentive Plan Proposal”), the approval of which the BSGA Board believes is important in attracting, retaining and rewarding high caliber employees who are essential to BTG’s success and in providing incentive to these individuals to promote the success of BTG; and
7.   to consider and approve, if presented, a proposal to adjourn the Extraordinary General Meeting to a later date or dates (the “Adjournment Proposal”).
Each of the Business Combination Proposal, the Initial Mergers Proposal, the Nasdaq Proposal the Governing Documents Proposal, the Governing Documents Proposals A to D and the BTG Incentive Plan Proposal are cross-conditioned on the approval of each other. If any one of the foregoing proposals is not approved by BSGA Shareholders, the Business Combination shall not be consummated.
As further described in the accompanying proxy statement/prospectus, subject to the terms and conditions of the Merger Agreement, the following transactions will occur:
1.   (i) the First SPAC Merger, (ii) following the First SPAC Merger, the Second SPAC Merger and (iii) following the Initial Mergers, the Acquisition Merger with Bitdeer being the surviving entity and becoming a wholly-owned subsidiary of BTG; and
2.    each ordinary share of BSGA (“BSGA Ordinary Share”) issued and outstanding immediately prior to the effective time of the First SPAC Merger shall automatically be cancelled and cease to exist in exchange for the right to receive, without interest, one class A ordinary share of BTG (“BTG Class A Ordinary Share”) .
Under the Merger Agreement, the approval of the Business Combination Proposal and each of the other proposals (except the Adjournment Proposal) by the requisite vote of BSGA Shareholders is a condition to the consummation of the Business Combination. If either of these proposals is not approved by BSGA Shareholders, the Business Combination shall not be consummated.
The Adjournment Proposal, if adopted, shall allow the Chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates, if necessary. In no event shall BSGA solicit proxies to adjourn the Extraordinary General Meeting or consummate the Business Combination and related transactions beyond the date by which it may properly do so under the Existing BSGA Articles and the BVI Business Companies Act, 2004 (as amended) (the “BVI Companies Act”). The purpose of the Adjournment Proposal is to provide more time to meet the requirements that are necessary to consummate the Business Combination and related transactions. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.
Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each BSGA shareholder is encouraged to read carefully and in its entirety.
In connection with the Business Combination, certain related agreements have been entered into prior to the closing of the Business Combination, including the Voting and Support Agreement. See the section entitled
 

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“the Business Combination Proposal — Voting and Support Agreement” in the accompanying proxy statement/prospectus for more information.
Pursuant to the Existing BSGA Articles, a holder of BSGA’s public shares (a “BSGA Public Shareholder”) may request that BSGA redeem all or a portion of such public shares for cash in connection with the completion of the Business Combination. Holders of units must elect to separate the units into the underlying public shares and rights prior to exercising redemption rights with respect to the public shares. If holders hold their BSGA Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and rights, or if a holder holds units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company (“Continental”), BSGA’s transfer agent, directly and instruct it to do so. The Redemption Rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. Public BSGA Shareholders may elect to redeem their public shares regardless of whether or not they vote on any of the Proposals and whether they vote “For” or “Against” any of the Proposals. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public BSGA Shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its share certificates (if any) and other redemption forms (as applicable) to Continental, BSGA will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the amount on deposit in the trust account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account and not previously released to BSGA for tax purposes. For illustrative purposes, as of December 31, 2022, this would have amounted to approximately US$10.61 per issued and outstanding share. If a BSGA Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares (but will continue to own rights). See the section entitled “Extraordinary General Meeting of BSGA Shareholders — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
Notwithstanding the foregoing, a public BSGA Shareholder, together with any affiliate of such public BSGA Shareholder or any other person with whom such public BSGA Shareholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a BSGA Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
The Sponsor and each of the BSGA officers and directors have agreed to, among other things, vote all of their BSGA Ordinary Shares in favor of the proposals being presented at the Extraordinary General Meeting and waive their redemption rights with respect to their BSGA Ordinary Shares in connection with the consummation of the Business Combination. As of the date of the accompanying proxy statement/prospectus, on an as-converted basis, the Sponsor owns approximately 49.3% of the issued and outstanding BSGA Ordinary Shares. The Merger Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Merger Agreement would waive any such closing condition. In addition, in no event will BSGA redeem public shares in an amount that would cause BSGA’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than US$5,000,001 after giving effect to the transactions contemplated by the Merger Agreement.
BSGA is providing the accompanying proxy statement/prospectus and accompanying proxy card to BSGA Shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournments of the Extraordinary General Meeting. Information about the Extraordinary General Meeting, the Business Combination and other related business to be considered by BSGA Shareholders at the Extraordinary General Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Extraordinary General Meeting, all of BSGA Shareholders should read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 42 of the accompanying proxy statement/prospectus.
 

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After careful consideration, BSGA’s board of directors has unanimously approved the Business Combination and determined that the Business Combination Proposal, the Initial Mergers Proposal, the Nasdaq Proposal, the Governing Documents Proposal, the Governing Documents Proposals A to D, the BTG Incentive Plan Proposal, and the Adjournment Proposal are advisable and fair to and in the best interest of BSGA and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Initial Mergers Proposal, “FOR” the Nasdaq Proposal, “FOR” the Governing Documents Proposal, “FOR” the Governing Documents Proposals A to D, “FOR” the BTG Incentive Plan Proposal, and “FOR” the Adjournment Proposal, if presented. When you consider the board of directors’ recommendation of these proposals, you should keep in mind that BSGA’s directors and BSGA’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination Proposal — Interests of BSGA Directors and Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.
The approval of the Business Combination Proposal, the Initial Mergers Proposal, the Nasdaq Proposal, the Governing Documents Proposal, the Governing Documents Proposals A to D, the BTG Incentive Plan Proposal, and the Adjournment Proposal, will each be approved and adopted only if holders of at least a majority of the issued and outstanding BSGA Ordinary Shares present in person physically or by virtual attendance or represented by proxy and entitled to vote and voted at the Extraordinary General Meeting vote “FOR” these proposals. Neither a shareholder’s failure to vote during the Extraordinary General Meeting or by proxy nor an abstention will be considered a vote “FOR.” An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting.
Your vote is important regardless of the number of shares you own. Whether or not you plan to attend the Extraordinary General Meeting, please sign, date, vote and return the enclosed proxy card as soon as possible in the envelope provided to make sure that your shares are represented at the Extraordinary General Meeting. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker or bank to ensure that votes related to the shares you beneficially own are properly counted. The Business Combination will be consummated only if the Business Combination Proposal, the Initial Mergers Proposal, the Nasdaq Proposal, the Governing Documents Proposal, Governing Documents Proposals A to D and the BTG Incentive Plan Proposal are approved at the Extraordinary General Meeting. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.
If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR BSGA ORDINARY SHARES BE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO OUR TRANSFER AGENT AT LEAST TWO BUSINESS DAYS BEFORE THE SCHEDULED DATE OF THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES SHALL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BROKER, BANK OR OTHER NOMINEE TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR
 

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REDEMPTION RIGHTS. SEE THE SECTION ENTITLED “EXTRAORDINARY GENERAL MEETING OF BSGA SHAREHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.
On behalf of the BSGA Board, I would like to thank you for your support and look forward to the successful completion of the Business Combination.
Sincerely,
Alan Yamashita
Chairman of the Board of Directors
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The accompanying proxy statement/prospectus is dated         , 2023, and is first being mailed to shareholders on or about       , 2023.
 

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ABOUT THIS PROXY STATEMENT/PROSPECTUS
This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (“SEC”) by BTG, constitutes a prospectus of BTG under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”) with respect to the BTG Class A Ordinary Shares to be issued pursuant to the Merger Agreement, if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Securities and Exchange Act of 1934 (the “Exchange Act”) with respect to the Extraordinary General Meeting of BSGA Shareholders at which BSGA Shareholders shall be asked to consider and vote upon proposals to approve the Business Combination Proposal, the Initial Mergers Proposal, the Nasdaq Proposal, the Governing Documents Proposal, the Governing Documents Proposals A to D, the BTG Incentive Plan Proposal and to adjourn the meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to adopt each of the Business Combination Proposal, the Initial Mergers Proposal, the Nasdaq Proposal, the Governing Documents Proposal, the Governing Documents Proposals A to D, the BTG Incentive Plan Proposal, or the Adjournment Proposal.
References to “U.S. Dollars” and “US$” in this proxy statement/prospectus are to United States dollars, the legal currency of the United States. Discrepancies in any table between totals and sums of the amounts listed are due to rounding. Certain amounts and percentages have been rounded; consequently, certain figures may add up to be more or less than the total amount and certain percentages may add up to be more or less than 100% due to rounding. In particular and without limitation, amounts expressed in millions contained in this prospectus have been rounded to a single decimal place for the convenience of readers.
 
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INDUSTRY AND MARKET DATA
The industry and market position information that appears in this proxy statement/prospectus is from independent market research carried out by Frost & Sullivan, which was commissioned by Bitdeer. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates.
Such information is supplemented where necessary with Bitdeer’s own internal estimates and information obtained taking into account publicly available information about other industry participants and Bitdeer’s management’s judgment where information is not publicly available. This information appears in “Summary of the Proxy Statement/Prospectus,” “Bitdeer’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Information Related to Bitdeer” and other sections of this proxy statement/prospectus.
Industry reports, publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. In some cases, we do not expressly refer to the sources from which this data is derived. While we have compiled, extracted, and reproduced industry data from these sources, we have not independently verified the data. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors,” “Forward-Looking Statements,” and “Bitdeer’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.
 
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ADDITIONAL INFORMATION
This proxy statement/prospectus incorporates important business and financial information about BSGA from other documents that are not included in or delivered with this proxy statement/prospectus. This information is available for you to review on the website of the U.S. Securities and Exchange Commission at www.sec.gov. You can also obtain the documents incorporated by reference into this proxy statement/prospectus free of charge by requesting them in writing or by telephone from the appropriate company at the following address:
Bitdeer Technologies Group
08 Kallang Avenue
Aperia tower 1, #09-03/04
Singapore 339509
Telephone: +65 62828220
To obtain timely delivery, BSGA Shareholders must request the materials no later than five business days prior to the Extraordinary General Meeting, or by       , 2023.
You also may obtain additional proxy cards and other information related to the proxy solicitation by contacting the appropriate contact listed above. You will not be charged for any of these documents that you request.
For a more detailed description of the information incorporated by reference in this proxy statement/prospectus and how you may obtain it, see the section entitled “Where You Can Find More Information.”
 
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FINANCIAL STATEMENTS PRESENTATION
BSGA
The historical financial statements of BSGA were prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and are denominated in U.S. Dollars.
Bitdeer
Bitdeer’s unaudited condensed consolidated financial statements as of June 30, 2022 and for the six months ended June 30, 2022 and 2021 and audited combined and consolidated financial statements as of December 31, 2021 and 2020 and for each of the three years in the period ended December 31, 2021 included in this proxy statement/prospectus have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and are reported in U.S. Dollars.
BTG
BTG was incorporated on December 8, 2021, for the sole purpose of effectuating the transactions described herein. BTG has no material assets and does not operate any businesses. Accordingly, no financial statements of BTG have been included in this proxy statement/prospectus.
The Business Combination is made up of the series of transactions provided for in the Merger Agreement as described elsewhere within this proxy statement/prospectus. The transactions will be accounted for as a reverse recapitalization in accordance with IFRS as issued by the IASB within the scope of IFRS 2 (“Share-based payment”) whereby Bitdeer will be considered the accounting acquirer and BSGA will be treated as the acquired company. The net assets of BSGA will be stated at historical cost, with no goodwill or other intangible assets recorded.
Immediately following the Business Combination, BTG will qualify as a foreign private issuer and will prepare its consolidated financial statements in accordance with IFRS.
Accordingly, the unaudited pro forma condensed combined financial information and the comparative per share information that will be presented in this proxy statement/prospectus will be prepared in accordance with IFRS.
 
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FREQUENTLY USED TERMS
Unless otherwise stated or unless the context otherwise requires, the term “Bitdeer” refers to Bitdeer Technologies Holding Company, an exempted company with limited liability incorporated under the laws of the Cayman Islands, the term “BSGA” refers to Blue Safari Group Acquisition Corp., a British Virgin Islands business company, and “BTG” refers to Bitdeer Technologies Group, a newly incorporated exempted company with limited liability incorporated under the laws of the Cayman Islands.
In addition, in this document:
Acquisition Merger” means the merger where Bitdeer Merger Sub merges into and with Bitdeer, with Bitdeer being the surviving company and becoming a wholly-owned subsidiary of BTG;
Acquisition Entities” BTG, BSGA Merger Sub 1, BSGA Merger Sub 2 and Bitdeer Merger Sub;
Adjournment Proposal” means the BSGA shareholder proposal to approve the adjournment of the Extraordinary General Meeting for the purpose of soliciting additional proxies in favor of the approval of the Business Combination in the event BSGA does not receive the requisite shareholder vote to approve the Business Combination;
Amended BTG Articles” means BTG’s amended and restated memorandum and articles of association;
Bitdeer Convertible Note” means the US$30,000,000 8% coupon unsecured convertible notes due July 2023 issued pursuant to such subscription agreement dated July 23, 2021 between Bitdeer and VENTE Technology Growth Investments L.P. as the noteholder, as may be amended and/or restated from time to time;
Bitdeer Merger Sub” or “Merger Sub 3” means Bitdeer Merge Limited, an exempted company with limited liability incorporated under the laws of Cayman Islands and a direct wholly-owned subsidiary of BTG;
Bitdeer Ordinary Shares” means the ordinary shares in the share capital of Bitdeer;
Bitdeer Plan” means the 2021 Share Incentive Plan adopted by Bitdeer on July 20, 2021, as amended from time to time;
Bitdeer Preference Shares” means the preference shares in the share capital of Bitdeer;
Bitdeer RSUs” means the restricted share units to acquire Bitdeer Shares issued pursuant to an award granted under the Bitdeer Plan;
Bitdeer shareholder” means any shareholder of Bitdeer;
Bitdeer Shares” means the Bitdeer Ordinary Shares and the Bitdeer Preference Shares;
Bitdeer Total Shares” means, as of immediately prior to the Acquisition Effective Time, the sum of (i) the number of issued and outstanding Bitdeer Shares (on an as-converted basis), (ii) the aggregate number of Bitdeer Shares (on an as-converted basis) issuable upon the settlement of all vested Bitdeer RSUs as of immediately prior to the Acquisition Effective Time (including after giving effect to the consummation of the Acquisition Merger or any acceleration of any unvested Bitdeer RSUs in connection with the consummation of the Acquisition Merger) and (iii) the aggregate number of Bitdeer Shares (on an as converted basis) issuable upon conversion of the Bitdeer Convertible Note;
BNY Mellon” means The Bank of New York Mellon;
BSGA Board” means the board of directors of BSGA;
BSGA Merger Sub 1” means Blue Safari Merge Limited, a British Virgin Islands business company and a wholly-owned subsidiary of BTG;
BSGA Merger Sub 2” means Blue Safari Merge II Limited, a British Virgin Islands business company and a wholly-owned subsidiary of BTG;
BSGA Class A Ordinary Shares” means Class A ordinary shares of BSGA, no par value.
BSGA Dissenting Shares” means BSGA Ordinary Shares owned by BSGA shareholders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Business Combination pursuant to the BVI Companies Act;
 
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BSGA Ordinary Shares” means ordinary shares of BSGA, no par value.
BSGA Parties” means BSGA and BSGA Sub;
BSGA Rights” means rights of BSGA, each entitling the holder thereof to receive one-tenth (1/10) of one BSGA Class A Ordinary Share upon consummation of BSGA’s initial business combination.
BSGA Shareholders” means holders of BSGA Ordinary Shares;
BSGA Sub” means Blue Safari Mini Corp., an exempted company with limited liability incorporated under the laws of Cayman Islands and a direct wholly-owned subsidiary of BSGA;
BSGA Units” means units of BSGA issued in the IPO and concurrent private placement, each consisting of one BSGA Class A Ordinary Share and one BSGA Right.
BTG Class A Ordinary Shares” means the Class A ordinary shares, par value US$0.0000001, in the share capital of BTG;
BTG Class V Ordinary Shares” means the Class V ordinary shares, par value US$0.0000001, in the share capital of BTG;
BTG Incentive Plan” means to the equity incentive plan in BTG after the consummation of the Business Combination, in substantially the form attached hereto as Annex C to this proxy statement/prospectus;
BTG Incentive Plan Proposal” means the BSGA shareholder proposal to approve, the BTG Incentive Plan and certain matters relating to the BTG Incentive Plan;
BTG Ordinary Shares” means BTG Class A Ordinary Shares and/or BTG Class V Ordinary Shares (as appropriate);
Business Combination” means the Mergers and other transactions contemplated by the Merger Agreement;
Business Combination Proposal” means the BSGA shareholder proposal on the approval of the Merger Agreement and the Business Combination;
BVI Companies Act” means the BVI Business Companies Act, 2004 (As Amended);
Cayman Companies Act” means the Companies Act (As Revised) of the Cayman Islands;
Closing” means the closing of the Business Combination;
Closing Date” means the date of the Closing;
Code” means the Internal Revenue Code of the 1986, as amended;
Condition Precedent Proposals” mean all Proposals, except for the Adjournment Proposal;
Continental” means Continental Stock Transfer & Trust Company, BSGA’s transfer agent;
COVID-19” means the novel coronavirus;
D&O Indemnified Persons” means the current or former directors and officers of the BSGA Parties;
DTC” means The Depository Trust Company;
Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended;
Exchange Ratio” means the quotient obtained by dividing the Per Share Equity Value by US$10.00, which is approximately 0.00898;
Existing BSGA Articles” means BSGA’s second amended and restated memorandum and articles of association;
Extraordinary General Meeting” or the “Meeting” means an extraordinary general meeting of shareholders of BSGA to be held at 9:00 a.m., Eastern time, on           2023, at the offices of Davis Polk & Wardwell LLP located at 450 Lexington Avenue, New York, NY10017 and virtually at https://www.cstproxy.com/bluesafarigroup/2023;
 
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FASB” means Financial Accounting Standards Board;
First SPAC Merger” means the merger where BSGA Merger Sub 1 merges with and into BSGA, with BSGA being the surviving entity and becoming a wholly-owned subsidiary of BTG;
Founder Shares” means the BSGA Class B ordinary shares, with no par value issued to BSGA’s sponsor, which will automatically convert to Class A ordinary shares at the time of our initial business combination, on a one-for-one basis;
Governing Documents Proposal” means the BSGA shareholder proposal on the approval of the Amended BTG Articles and certain other corporate governing documents;
IAS” means International Accounting Standard;
“IASB” means International Accounting Standards Board;
IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board;
Initial Closing” means the closing of the Initial Mergers;
Initial Mergers” means the First SPAC Merger and the Second SPAC Merger;
Initial Mergers Proposal” means the BSGA shareholder proposal on the approval of the Initial Mergers;
Initial Shareholders” means holders of the Founder Shares.
Investment Company Act” or “1940 Act” means the Investment Company Act of 1940, as amended;
IPO” means BSGA’s initial public offering, consummated on June 10, 2021, through the sale of 5,750,000 units at US$10.00 per unit.
IRS” means the U.S. Internal Revenue Service;
JOBS Act” means the Jumpstart our Business Startups Act of 2012;
Key Executive Shares” means Bitdeer Shares held by the founder of Mr. Jihan Wu or the entity controlled by him, namely Victory Courage Limited;
Merger Agreement” means the amended and restated agreement and plan of merger, dated December 15, 2021 (as may be amended and/or restated from time to time), by and among BTG, BSGA, Bitdeer, BSGA Merger Sub 1, BSGA Merger Sub 2, Bitdeer Merger Sub, and BSGA Sub, which amended and restated the agreement and plan of merger dated November 18, 2021;
Mergers” means collectively the Initial Mergers and the Acquisition Merger;
Nasdaq” means the Nasdaq Stock Market;
Nasdaq Proposal” means the BSGA shareholder proposal on the approval of issuance of securities in connection with the Business Combination, as required by Nasdaq Listing Rules 5635(a) and (b);
PCAOB” means the Public Company Accounting Oversight Board;
PFIC” means a passive foreign investment company;
Per Share Equity Value” means the quotient obtained by dividing US$1.18 billion by the Bitdeer Total Shares;
First Plan of Merger” means to the plan of merger in the form attached hereto as Annex A-5 to this proxy statement/prospectus;
Private Unit” means the 270,000 units of BSGA each consisting of one BSGA Class A Ordinary Share and one BSGA Right sold to the Sponsor price of US$10.00 per unit;
Proposals” mean the Business Combination Proposal, the Initial Mergers Proposal, the Nasdaq Proposal, the Governing Documents Proposal, the Governing Documents Proposals A to D, the BTG Incentive Plan Proposal, and the Adjournment Proposal;
 
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Public Shareholders” means the holders of BSGA Class A Ordinary Shares that were sold in the BSGA IPO (whether they were purchased in the BSGA IPO or thereafter in the open market);
Public Shares” means the BSGA Class A Ordinary Shares with no par value sold in the BSGA IPO (whether they were purchased in the BSGA IPO as part of the BSGA Unit or thereafter in the open market);
Public Unit” means BSGA units with offering price of US$10.00 and consisting of one BSGA Class A Ordinary Share and one BSGA Right, which were sold to the public shareholders during the IPO of BSGA;
Record Date” means the close of business on         , 2023;
Redemption” means the redemption of Public Shares for the Redemption Price;
Redemption Price” means an amount equal to a pro rata portion of the aggregate amount then on deposit in the Trust Account in accordance with the Existing BSGA Articles (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing). The Redemption Price will be calculated two business days prior to the completion of the Business Combination in accordance with the Existing BSGA Articles;
Redemption Rights” means the rights of the Public Shareholders to demand Redemption of their Public Shares into cash in accordance with the procedures set forth in the Cayman Constitutional Documents and this proxy statement/prospectus;
Restricted Shares” means Ordinary Shares the transfer of which is restricted due to contractual and/or regulatory limitations;
Rule 144” means Rule 144 under the Securities Act;
Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002;
SEC” means the U.S. Securities and Exchange Commission;
Second SPAC Merger” means, following the First SPAC Merger, the merger where BSGA merges with and into BSGA Merger Sub 2, with BSGA Merger Sub 2 being the surviving entity and continuing as a wholly-owned subsidiary of BTG;
Securities Act” means the U.S. Securities Act of 1933, as amended;
Sponsor” means BSG First Euro Investment Corp.;
Surviving Company” means Bitdeer following the Acquisition Merger;
Trust Account” means the trust account of BSGA that holds the proceeds from the IPO and certain of the proceeds from the sale of the private placement units;
U.S. Dollars” and “US$” means United States dollars, the legal currency of the United States;
U.S. GAAP” means generally accepted accounting principles in the United States;
VAT” means value added tax; and
Voting and Support Agreement” means the voting and support agreement dated as of December 15, 2021, by and among BSGA, Bitdeer and certain shareholders of Bitdeer.
 
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FREQUENTLY USED TECHNICAL TERMS
Unless otherwise stated or unless the context otherwise requires, in this document:
BCH” means Bitcoin Cash;
BCHA” means Bitcoin Cash ABC;
BSV” means Bitcoin Satoshi’s Vision;
BTC” means Bitcoin;
BTM” means Bytom;
CKB” means Nervos Network;
DASH” means Dash;
DCR” means Decred;
DOGE” means Dogecoin;
DPoS” means Delegated Proof-of-Stake;
EH/s” means exahash per second;
ETC” means Ethereum Classic;
ETH” means Ethereum;
ETN” means Electroneum;
FIL” means Filecoin;
HNS” means Handshake coin;
j/T” means joule/terahash;
LTC” means Litecoin;
PoC” means Proof-of-Capacity;
PoS” means Proof-of-Stake;
PoST” means Proof-of-Spacetime;
PoW” means Proof-of-Work;
SC” means Siacoin;
TH/s” means terahash per second;
USDC” means USD Coin;
USDT” means Tether, a cryptocurrency that is hosted on the Ethereum and Bitcoin blockchains, among others;
XCH” means Chia; and
ZEC” means Zcash.
 
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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS
The following are answers to some questions that you, as a shareholder of BSGA, may have regarding the Proposals being considered at the Extraordinary General Meeting. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the Proposals and the other matters being considered at the Extraordinary General Meeting. Additional important information is also contained in the annexes to and the documents incorporated by reference into this proxy statement/prospectus.
Q:
What is the purpose of this document?
A:
BSGA, BTG, Bitdeer, Blue Safari Mini Corp., an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of BSGA, Blue Safari Merge Limited, a British Virgin Islands business company and a wholly-owned subsidiary of BTG, Blue Safari Merge II Limited, a British Virgin Islands business company and a wholly-owned subsidiary of BTG, Bitdeer Merge Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of BTG and Blue Safari Mini Corp., an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of BSGA have agreed to the Business Combination under the terms of the Merger Agreement, which is attached to this proxy statement/prospectus as Annex A-1, Annex A-2, Annex A-3 and Annex A-4, and is incorporated into this proxy statement/prospectus by reference. The BSGA Board is soliciting your proxy to vote for the Business Combination and other Proposals at the Extraordinary General Meeting because you owned BSGA Ordinary Shares at the close of business on        , 2023, the Record Date for the Extraordinary General Meeting, and are therefore entitled to vote at the Extraordinary General Meeting. This proxy statement/prospectus summarizes the information that you need to know in order to cast your vote.
Q:
Why is BSGA proposing the Business Combination?
A:
BSGA was formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more operating businesses.
Based on its due diligence investigations of Bitdeer and the industry in which it operates, including the financial and other information provided by Bitdeer in the course of BSGA’s due diligence investigations, the BSGA Board believes that the Business Combination is in the best interests of BSGA and its shareholders and presents an opportunity to increase shareholder value.
Although the BSGA Board believes that the Business Combination with Bitdeer presents a unique business combination opportunity and is in the best interests of BSGA and its shareholders, the BSGA Board did consider certain potentially material negative factors in arriving at that conclusion. See the section entitled “The Business Combination Proposal — Reasons for BSGA Board’s Approval of the Business Combination” for a discussion of the factors considered by the BSGA Board in making its decision.
Q:
What is being voted on?
A:
Below are the proposals that the BSGA Shareholders are being asked to vote on:

The Business Combination Proposal to approve the Merger Agreement and the Business Combination;

The Initial Mergers Proposal to approve the Initial Mergers (being presented to BSGA’s shareholders separately in light of BVI law requirements and for good governance practice);

The Nasdaq Proposal to approve the issuance of securities in connection with the Business Combination to satisfy requirements of Nasdaq Listing Rule 5635;

The Governing Documents Proposal to approve the Amended BTG Articles;

The Governing Documents Proposals A to D to approve certain key differences between the Existing BSGA Articles and the Amended BTG Articles;

The BTG Incentive Plan Proposal to approve the BTG Incentive Plan; and
 
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The Adjournment Proposal to approve the adjournment of the Extraordinary General Meeting for the purpose of soliciting additional proxies in favor of the approval of the Business Combination in the event BSGA does not receive the requisite shareholder vote to approve the Business Combination.
Q:
What vote is required to approve the Proposals?
A:
The Business Combination Proposal will be approved and adopted only if holders of at least a majority of the issued and outstanding BSGA Ordinary Shares present in person physically or by virtual attendance or represented by proxy and entitled to vote and voted at the Extraordinary General Meeting vote “FOR” the Business Combination Proposal. Neither a shareholder’s failure to vote during the Extraordinary General Meeting or by proxy nor an abstention will be considered a vote “FOR.”
The Initial Mergers Proposal will be approved and adopted only if holders of at least a majority of the issued and outstanding BSGA Ordinary Shares present in person physically or by virtual attendance or represented by proxy and entitled to vote and voted at the Extraordinary General Meeting vote “FOR” the Initial Mergers Proposal. Neither a shareholder’s failure to vote during the Extraordinary General Meeting or by proxy nor an abstention will be considered a vote “FOR.”
The Nasdaq Proposal will be approved and adopted only if holders of at least a majority of the issued and outstanding BSGA Ordinary Shares present in person physically or by virtual attendance or represented by proxy and entitled to vote and voted at the Meeting vote “FOR” the Nasdaq Proposal. Neither a shareholder’s failure to vote during the Meeting or by proxy nor an abstention will be considered a vote “FOR.”
The Governing Documents Proposal will be approved and adopted only if holders of at least a majority of the issued and outstanding BSGA Ordinary Shares present in person physically or by virtual attendance or represented by proxy and entitled to vote and voted at the Extraordinary General Meeting vote “FOR” the Initial Mergers Proposal. Neither a shareholder’s failure to vote during the Extraordinary General Meeting or by proxy nor an abstention will be considered a vote “FOR.”
Each of the Governing Documents Proposals A to D will be approved and adopted only if holders of at least a majority of the issued and outstanding BSGA Ordinary Shares present in person physically or by virtual attendance or represented by proxy and entitled to vote and voted at the Extraordinary General Meeting vote “FOR” such proposal. Neither a shareholder’s failure to vote during the Extraordinary General Meeting or by proxy nor an abstention will be considered a vote “FOR.”
The BTG Incentive Plan Proposal will be approved and adopted only if holders of at least a majority of the issued and outstanding BSGA Ordinary Shares present in person physically or by virtual attendance or represented by proxy and entitled to vote and voted at the Extraordinary General Meeting vote “FOR” the BTG Incentive Plan Proposal. Neither a shareholder’s failure to vote during the Extraordinary General Meeting or by proxy nor an abstention will be considered a vote “FOR.”
The Adjournment Proposal will be approved and adopted only if holders of at least a majority of the issued and outstanding BSGA Ordinary Shares present in person physically or by virtual attendance or represented by proxy and entitled to vote and voted at the Extraordinary General Meeting vote “FOR” the Adjournment Proposal. Neither a shareholder’s failure to vote during the Extraordinary General Meeting or by proxy nor an abstention will be considered a vote “FOR.”
Q:
Are any of the proposals conditioned on one another?
A:
Yes. Each of the Condition Precedent Proposals is conditioned on the approval and adoption of the other Condition Precedent Proposals. The Adjournment Proposal is not conditioned upon the approval of any other Proposal.
Q:
How will the Initial Shareholders vote?
A:
Pursuant to a letter agreement, the Initial Shareholders, who as of the Record Date owned 1,730,000 BSGA Ordinary Shares, or approximately 49.3% of the outstanding BSGA Ordinary Shares, agreed to vote their respective BSGA Ordinary Shares acquired by them prior to the IPO and any BSGA Ordinary Shares purchased by them in the open market in or after the IPO in favor of the Business Combination
 
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Proposal (“Letter Agreement”). BSGA anticipates that the Initial Shareholders will vote in favor of each of the other Proposals.
Q:
How many votes do I and others have?
A:
You are entitled to one vote for each BSGA Ordinary Share that you held as of the Record Date. As of the close of business on the Record Date, there were 3,505,888 outstanding ordinary shares.
Q:
What is the consideration being paid to Bitdeer’s security holders?
A:
Upon the effective time of the Acquisition Merger, (i) each issued and outstanding Bitdeer Ordinary Share and Bitdeer Preference Share will be cancelled and exchanged for the right to receive such number of BTG Class A Ordinary Share equal to the Exchange Ratio (as defined in the Merger Agreement), provided that each issued and outstanding Key Executive Share (as defined in the Merger Agreement) will be cancelled and exchanged for the right to receive such number of BTG Class V Ordinary Shares equal to the Exchange Ratio; (ii) each issued and outstanding Bitdeer RSU will be converted into an award of restricted share units, representing the rights to receive BTG Class A Ordinary Share under the BTG Incentive Plan, each subject to substantially the same terms, as adjusted for the Exchange Ratio; (iii) the outstanding Bitdeer Convertible Note (as defined in the Merger Agreement) will be assumed by BTG and represent the rights to receive BTG Class A Ordinary Shares, subject to the same terms and conditions, as adjusted for the Exchange Ratio; and (iv) each Dissenting Share (as defined in the Merger Agreement) will represent only the right to receive the applicable payments set forth in the Merger Agreement.
Q:
Did the BSGA Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?
A:
Yes. Although the Existing BSGA Articles do not require BSGA to seek a third-party valuation or fairness opinion in connection with a business combination unless the target is affiliated with an Initial Shareholder, BSGA retained Royson Valuation Advisory Limited (“Royson”) to provide to the BSGA Board with opinions regarding the valuation of Bitdeer. See the section entitled “The Business Combination Proposal — Reports of Valuation Advisor to BSGA,” and the valuation reports of Royson attached hereto as Annex D for more details.
In addition, BSGA retained IJW & Co., Ltd.(“IJW”), which delivered a written fairness opinion to the BSGA Board, dated March 7, 2023, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, conditions and limitations set forth in the opinion, the consideration to be paid by BSGA in the Business Combination pursuant to the term of the transaction, was fair, from a financial point of view, to the shareholders of BSGA. See the section entitled “The Business Combination Proposal — Fairness Opinion of BSGA’s Financial Advisor,” and the fairness opinion of IJW attached hereto as Annex E for more details.
Q:
Do any of BSGA’s directors or officers have interests that may conflict with my interests with respect to the Business Combination?
A:
In considering the recommendation of the Board to approve the Merger Agreement, BSGA Shareholders should be aware that certain BSGA executive officers and directors may be deemed to have interests in the Business Combination that are different from, or in addition to, those of BSGA Shareholders generally. These interests, which may create actual or potential conflicts of interest, are, to the extent material, described in the section entitled “The Business Combination Proposal — Interests of BSGA Directors and Officers in the Business Combination” beginning on page 138 of this proxy statement/prospectus.
 
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Q:
When will BSGA Shareholders receive BTG Class A Ordinary Shares in connection with the Business Combination?
A:
Upon the effective time of the First SPAC Merger, (i) each issued and outstanding BSGA Ordinary Share will be cancelled and exchanged for the right to receive one BTG Class A Ordinary Share, and (ii) each BSGA Right will be cancelled and exchanged for the right to receive one-tenth (1/10) of a BTG Class A Ordinary Share in the same manner as BSGA Ordinary Shares.
Q:
Will BSGA Shareholders be able to trade the BTG Class A Ordinary Shares that they receive in the transaction?
A:
Yes. BTG has filed an initial listing application to list the BTG Class A Ordinary Shares on The Nasdaq Stock Market under the symbol “BTDR.” BTG Class A Ordinary Shares received in exchange for BSGA Ordinary Shares in the transaction will be freely transferable under United States federal securities laws by persons other than affiliates of the BTG.
Q:
When and where is the Extraordinary General Meeting?
A:
The Extraordinary General Meeting will take place on             at 9:00 a.m. Eastern time, at the office of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, NY 10017, and virtually via live webcast at https://www.cstproxy.com/bluesafarigroup/2023.
In light of ongoing developments related to COVID-19, and the related protocols that governments have implemented, the BSGA Board determined that the Extraordinary General Meeting will be held both physically and also virtually via live webcast. The BSGA Board believes that this is the right choice for BSGA and its shareholders at this time, as it permits shareholders to attend and participate in the Extraordinary General Meeting while safeguarding the health and safety of BSGA Shareholders, directors and management team. You will be able to attend the Extraordinary General Meeting online, vote, view the list of shareholders entitled to vote at the Extraordinary General Meeting and submit your questions during the Extraordinary General Meeting by visiting https://www.cstproxy.com/bluesafarigroup/2023. To participate in the virtual meeting, you will need a 12-digit control number assigned by Continental. The meeting webcast will begin promptly at 9:00 a.m., Eastern time. BSGA encourages you to access the Extraordinary General Meeting prior to the start time and you should allow ample time for the check-in procedures.
Q:
Who may vote at the Extraordinary General Meeting?
A:
Only holders of record of BSGA ordinary shares as of the close of business on the Record Date may vote at the Extraordinary General Meeting of shareholders. As of the Record Date, there were 3,505,888 ordinary shares outstanding and entitled to vote. See the section entitled “Extraordinary General Meeting of BSGA Shareholders — Record Date; Who is Entitled to Vote” for further information.
Q:
What is the quorum requirement for the Extraordinary General Meeting?
A:
Shareholders representing not less than 50 percent of the ordinary shares issued and outstanding as of the Record Date and entitled to vote at the Extraordinary General Meeting must be present in person physically or by virtual attendance or represented by proxy in order to hold the Extraordinary General Meeting and conduct business. This is called a quorum. Ordinary shares will be counted for purposes of determining if there is a quorum if the shareholder (i) is present and entitled to vote at the meeting, or (ii) has properly submitted a proxy card or voting instructions through a broker, bank, or custodian. In the absence of a quorum, shareholders representing a majority of the votes present in person or represented by proxy at such meeting may adjourn the meeting until a quorum is present.
Q:
Am I required to vote against the Business Combination Proposal in order to have my Public Shares redeemed?
A:
No. You are not required to vote against the Business Combination Proposal in order to have the right to demand that BSGA redeem your Public Shares for cash equal to your pro rata share of the aggregate amount then on deposit in the Trust Account (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the Trust Account, net of taxes payable). These
 
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rights to demand redemption of Public Shares for cash are sometimes referred to herein as “Redemption Rights.” If the Business Combination is not completed, holders of Public Shares electing to exercise their Redemption Rights will not be entitled to receive such payments and their BSGA Ordinary Shares will be returned to them.
Q:
How do I exercise my Redemption Rights?
A:
If you are a public shareholder and you seek to have your Public Shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern time on [•], 2023 (at least two business days before the Extraordinary General Meeting), that BSGA redeem your shares into cash; and (ii) submit your request in writing to Continental, at the address listed at the end of this section and deliver your shares to Continental physically or electronically using DTC’s DWAC (Deposit/Withdrawal at Custodian) System at least two business days before the Extraordinary General Meeting.
Any corrected or changed written demand of Redemption Rights must be received by Continental, two business days before the Extraordinary General Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to Continental at least two business days before the Extraordinary General Meeting.
Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests (and submitting shares to the transfer agent) and thereafter, with our consent, until the vote is taken with respect to the Proposals. If you delivered your shares for redemption to our transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent.
BSGA Shareholders may seek to have their public shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of ordinary shares as of the Record Date. Any public shareholder who holds ordinary shares on or before [•], 2023 (two business days before the Extraordinary General Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the trust account, less any taxes then due but not yet paid, at the consummation of the Business Combination.
The actual per share redemption price will be equal to the aggregate amount then on deposit in the Trust Account (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the Trust Account, net of taxes payable), divided by the number of ordinary shares underlying the BSGA Units sold in the IPO. Please see the section entitled “Extraordinary General Meeting of BSGA Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your ordinary shares for cash.
Q:
What is the recommendation of the BSGA Board?
A:
After careful consideration, the BSGA Board unanimously recommends that such BSGA Shareholders, vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Initial Mergers Proposal, “FOR” the approval of the Nasdaq Proposal, “FOR” the approval of the Governing Documents Proposal, “FOR” the approval of each of the Governing Documents Proposals A to D, “FOR” the approval of the BTG Incentive Plan Proposal, and “FOR” the approval of the Adjournment Proposal. For details on the required votes to approve each proposal, see the section entitled “What vote is required to approve the Proposals?”
Q:
How can I vote?
A:
If you are a BSGA Shareholder of record, you may vote in person (physically or by virtual appearance) at the Extraordinary General Meeting or vote by proxy using the enclosed proxy card, the Internet or telephone. Whether or not you plan to participate in the Extraordinary General Meeting, we urge you to vote by proxy to ensure your vote is counted. Even if you have already voted by proxy, you may still attend the virtual Extraordinary General Meeting and vote online, if you choose.
To vote online at the Extraordinary General Meeting, follow the instructions below under “How may I participate in the Extraordinary General Meeting virtually?”
 
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To vote using the proxy card, please complete, sign and date the proxy card and return it in the prepaid envelope. If you return your signed proxy card before the Extraordinary General Meeting, we will vote your shares as you direct.
To vote via the telephone, you can vote by calling the telephone number on your proxy card. Please have your proxy card handy when you call. Easy-to-follow voice prompts will allow you to vote your shares and confirm that your instructions have been properly recorded.
To vote via the Internet, please go to https://www.cstproxy.com/bluesafarigroup/2023 and follow the instructions. Please have your proxy card handy when you go to the website. As with telephone voting, you can confirm that your instructions have been properly recorded.
Telephone and Internet voting facilities for shareholders of record will be available 24 hours a day until 11:59 p.m. Eastern Time on [•], 2023. After that, telephone and Internet voting will be closed, and if you want to vote your shares, you will either need to ensure that your proxy card is received before the date of the Extraordinary General Meeting or attend the virtual Meeting to vote your shares online.
If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from us. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided.
If you plan to vote at the virtual Meeting, you will need to contact Continental at the phone number or email below to receive a control number and you must obtain a legal proxy from your broker, bank or other nominee reflecting the number of ordinary shares you held as of the Record Date, your name and email address. You must contact Continental for specific instructions on how to receive the control number. Please allow up to 72 hours prior to the meeting for processing your control number.
After obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Extraordinary General Meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to proxy@continentalstock.com and obtain a valid control number, then login to https://www.cstproxy.com/bluesafarigroup/2023. Requests for registration must be received no later than 11.59 p.m., Eastern Time, on the night before the meeting date [•], 2023.
You will receive a confirmation of your registration by email after we receive your registration materials. We encourage you to access the Extraordinary General Meeting prior to the start time leaving ample time for the check in.
Q:
How may I participate in the Extraordinary General Meeting virtually?
A:
If you are a shareholder of record as of the Record Date for the Extraordinary General Meeting, you should receive a proxy card from Continental, containing instructions on how to attend the Extraordinary General Meeting virtually including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact Continental at 917-262-2373 or email proxy@continentalstock.com. You can pre-register to attend the Extraordinary General Meeting virtually starting on [•], 2023. Go to https://www.cstproxy.com/bluesafarigroup/2023, enter the control number found on your proxy card you previously received, as well as your name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the Extraordinary General Meeting you will need to re-log into https://www.cstproxy.com/bluesafarigroup/2023 using your control number.
If your shares are held in street name, and you would like to join and not vote, Continental will issue you a guest control number. Either way, you must contact Continental for specific instructions on how to receive the control number. Please allow up to 72 hours prior to the meeting for processing your control number.
 
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Q:
Who can help answer any other questions I might have about the Extraordinary General Meeting?
A:
If you have any questions concerning the virtual Meeting (including accessing the meeting by virtual means) or need help voting your ordinary shares, please contact Serena Shie at +852 9583 3199 or email serena@firsteuro.co.
The Notice of Extraordinary General Meeting, Proxy Statement and form of Proxy Card are available at: https://www.cstproxy.com/bluesafarigroup/2023.
Q:
If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?
A:
No. If you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares will not be voted with respect to any Proposal for which your broker does not have discretionary authority to vote. If a proposal is determined to be discretionary, your broker, bank or other holder of record is permitted to vote on the proposal without receiving voting instructions from you. If a proposal is determined to be non-discretionary, your broker, bank or other holder of record is not permitted to vote on the proposal without receiving voting instructions from you. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a non-discretionary proposal because the holder of record has not received voting instructions from the beneficial owner. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting.
Each of the Proposals to be presented at the Extraordinary General Meeting is a non-discretionary proposal. Accordingly, if you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares will not be voted with respect to any of the Proposals. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting.
Q:
What if I abstain from voting or fail to instruct my bank, brokerage firm or nominee?
A:
BSGA will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the Extraordinary General Meeting. For purposes of approval, an abstention on any Proposals will not have any effect on the Proposal.
Q:
How can I submit a proxy?
A:
You may submit a proxy by (a) visiting https://www.cstproxy.com/bluesafarigroup/2023 and following the on-screen instructions (have your proxy card available when you access the webpage), or (b) calling toll-free +1 800-450-7155 within the U.S. and Canada or +1 857-999-9155 outside of the U.S. and Canada from any touch-tone phone and follow the instructions (have your proxy card available when you call), or (c) submitting your proxy card by mail by using the previously provided self-addressed, stamped envelope.
Q:
Can I change my vote after I have mailed my proxy card?
A:
Yes. You may change your vote at any time before your proxy is voted at the Extraordinary General Meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by attending the Meeting in person and casting your vote or by voting again by the telephone or Internet voting options described below, or by submitting a written revocation stating that you would like to revoke your proxy that our proxy solicitor receives prior to the Extraordinary General Meeting. If you hold your ordinary shares through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to Continental.
Unless revoked, a proxy will be voted at the virtual Meeting in accordance with the shareholder’s indicated instructions. In the absence of instructions, proxies will be voted FOR each of the Proposals.
 
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Q:
What will happen if I return my proxy card without indicating how to vote?
A:
If you sign and return your proxy card without indicating how to vote on any particular Proposal, the ordinary shares represented by your proxy will be voted in favor of each Proposal. Proxy cards that are returned without a signature will not be counted as present at the Extraordinary General Meeting and cannot be voted.
Q:
Should I send in my share certificates now to have my ordinary shares redeemed?
A:
BSGA Shareholders who intend to have their public shares redeemed should send their certificates to Continental at least two business days before the Extraordinary General Meeting. Please see the section entitled “Extraordinary General Meeting of BSGA Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your public shares for cash.
Q:
Who will solicit the proxies and pay the cost of soliciting proxies for the Extraordinary General Meeting?
A:
BSGA will pay the cost of soliciting proxies for the Extraordinary General Meeting. BSGA has engaged Advantage Proxy, Inc. (“Advantage”) to assist in the solicitation of proxies for the Extraordinary General Meeting. BSGA has agreed to pay Advantage a fee of US$10,000, plus disbursements, and will reimburse Advantage for its reasonable out-of-pocket expenses and indemnify Advantage and its affiliates against certain claims, liabilities, losses, damages, and expenses. BSGA will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of the ordinary shares and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
Q:
What happens if I sell my shares before the Extraordinary General Meeting?
A:
The Record Date for the Extraordinary General Meeting is earlier than the date of the Extraordinary General Meeting, as well as the date that the Business Combination is expected to be consummated. If you transfer your ordinary shares after the Record Date, but before the Extraordinary General Meeting, unless the transferee obtains from you a proxy to vote those shares, you would retain your right to vote at the Extraordinary General Meeting, but will transfer ownership of the shares and will not hold an interest in BSGA after the Business Combination is consummated.
Q:
When is the Business Combination expected to occur?
A:
Assuming the requisite regulatory and shareholder approvals are received, BSGA expects that the Business Combination will occur as soon as possible following the Extraordinary General Meeting, which is expected to occur in April 2023.
Q:
Are Bitdeer’s shareholders required to approve the Business Combination?
A:
Yes. Bitdeer is seeking approval by shareholders of the Business Combination through a separate process and anticipates that such approval will be received prior to the consummation of the Business Combination.
Q:
Are there risks associated with the Business Combination that I should consider in deciding how to vote?
A:
Yes. There are a number of risks related to the Business Combination and other transactions contemplated by the Merger Agreement that are discussed in this proxy statement/prospectus. Please read with particular care the detailed description of the risks described in “Risk Factors” beginning on page 40 of this proxy statement/prospectus.
Q:
May I seek statutory appraisal rights or dissenter rights with respect to my shares?
A:
Appraisal rights are available to holders of BSGA Ordinary Shares in connection with the proposed Business Combination. For additional information, see the section entitled “The Extraordinary General Meeting of BSGA Shareholders — Appraisal Rights.”
 
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Q:
What happens to the funds deposited in the Trust Account at consummation of the Business Combination?
A:
At consummation of the Business Combination, the funds in the Trust Account will be used to pay holders of the BSGA Public Shares who exercise their redemption rights, to pay transaction expenses incurred in connection with the Business Combination, including approximately US$[•] million for working capital of BTG and its subsidiaries and general corporate purposes of BTG and its subsidiaries. As of the date hereof, there were cash and marketable securities held in the Trust Account of approximately US$[•] million. These funds will not be released until the earlier of the completion of BSGA’s initial business combination or the redemption of BSGA Public Shares if BSGA is unable to complete an initial business combination by June 14, 2023 or the applicable deadline as may be extended by BSGA up to December 14, 2023 pursuant to Existing BSGA Articles (or a later date approved by BSGA Shareholders) (the “Combination Deadline”). BSGA estimates that, based on the balance of the Trust Account as of the date of this proxy statement/prospectus, approximately US$[•] per share redemption price will be paid to the public shareholders exercising their redemption rights.
Q:
What happens if a substantial number of BSGA Public Shareholders vote in favor of the Business Combination Proposal and exercise their Redemption Rights?
A:
BSAG Public Shareholders may vote in favor of the Business Combination and still exercise their redemption rights; provided, however, that in the event that any closing condition provided in the Merger Agreement is not satisfied or otherwise waived, then the Business Combination will not be consummated. If shares are redeemed, the conditions to the Business Combination may not be satisfied and the Business Combination may not close or the trading market for BTG’s securities following the Closing and BTG’s financial position may be impacted by the redemption.
Q:
What equity stake will current BSGA Shareholders and Bitdeer securities holders hold in BTG immediately after the consummation of the Business Combination?
A:
It is anticipated that, upon completion of the Business Combination, the ownership of BTG Ordinary Shares will be as set forth in the table below:
Scenario 1
Pro Forma Combined
(Assuming No Redemptions)
Scenario 2
Pro Forma Combined
(Assuming Illustrative
Redemptions)(4)
Scenario 3
Pro Forma Combined
(Assuming Maximum Redemptions)
Ownership in
shares
Ownership
%
Ownership
in shares
Ownership
%
Ownership
in shares
Ownership
%
BSGA Public Shareholders(1)
2,293,388 1.9% 1,434,194 1.2% 575,000 0.5%
BSGA Sponsor, current
directors, officers and affiliates
, and representative shares(2)
1,816,750 1.5% 1,816,750 1.6% 1,816,750 1.5%
Bitdeer Shareholders(3)
113,736,205 96.6% 113,736,205 97.2% 113,736,205 98.0%
Total
117,864,343 100.0% 116,987,149 100.0% 116,127,955 100.0%
(1)
Including one right to receive one-tenth of one BTG Share upon consummation of the Business Combination.
(2)
Including 57,500 representative shares issued at IPO as compensation for their services.
(3)
Including Bitdeer Preference Shares outstanding immediately prior to the Business Combination on an as converted basis and excluding Bitdeer RSUs and Bitdeer Convertible Note outstanding prior to the Business Combination.
(4)
Assuming 50% of the Public Shares will be redeemed.
Shareholders will experience additional dilution to the extent BTG issues additional shares after the Closing. The table above excludes (a) up to 4,263,795 BTG Ordinary Shares that may be issued upon conversion of US$30,000,000 principal amount of the Bitdeer Convertible Note and (b) up to 22,895,522 BTG Ordinary Shares that will be available for issuance under the Bitdeer Plan, which will be equal to
 
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2,548,933,157 shares multiplied by the Exchange Ratio (as defined in the Merger Agreement). The following table illustrates the impact on relative ownership levels assuming the issuance of all such shares.
Scenario 1
Pro Forma Combined
(Assuming No
Redemptions)
Scenario 2
Pro Forma Combined
(Assuming Illustrative
Redemptions)(4)
Scenario 3
Pro Forma Combined
(Assuming Maximum
Redemptions)
Ownership
in shares
Ownership %
Ownership
in shares
Ownership %
Ownership
in shares
Ownership %
BSGA Public Shareholders(1)
2,293,388 1.6% 1,434,194 1.0% 575,000 0.4%
BSGA Sponsor, current directors, officers and affiliates , and representative shares(2) .
1,816,750 1.3% 1,816,750 1.3% 1,816,750 1.3%
Bitdeer Shareholders(3)
113,736,205 78.4% 113,736,205 78.8% 113,736,205 79.3%
Shares underlying Bitdeer Convertible note
4,263,795 2.9% 4,263,795 3.0% 4,263,795 3.0%
Shares initially reserved for issuance under the Bitdeer Plan
22,895,522 15.8% 22,895,522 15.9% 22,895,522 16.0%
Total
145,005,660 100.0% 144,146,466 100.0% 143,287,272 100.0%
(1)
Including one right to receive one-tenth of one BTG Share upon consummation of the Business Combination.
(2)
Including 57,500 representative shares issued at IPO as compensation for their services.
(3)
Including Bitdeer Preference Shares outstanding immediately prior to the Business Combination on an as converted basis and excluding Bitdeer RSUs and Bitdeer Convertible Note outstanding prior to the Business Combination.
(4)
Assuming 50% of the Public Shares will be redeemed.
If the actual facts are different than the assumptions set forth above, the share numbers set forth above will be different.
Additionally, the underwriters in the IPO are entitled to deferred compensation upon closing of the Business Combination in the amount of US$2,012,500, which amount is not subject to change based on redemption levels. The underwriters in the IPO were also issued 57,500 BSGA Class A Ordinary Shares at the closing of the IPO as compensation for their services in the IPO. Such shares are not subject to change based on redemption levels and are included as shares held by BSGA Public Shareholders in each of the tables above. The following table illustrates the effective deferred underwriting fee on a percentage basis for Public Shares at each redemption level identified below:
Scenario 1
Pro Forma Combined
(Assuming No
Redemptions)
Scenario 2
Pro Forma Combined
(Assuming Illustrative
Redemptions)(1)
Scenario 3
Pro Forma Combined
(Assuming Maximum
Redemptions)
Unredeemed Public Shares
      1,718,388       859,194        — 
Trust Proceeds to BSGA
      17,355,719       8,677,859        — 
Deferred Underwriting Fees
      2,012,500       2,012,500       2,012,500
Effective Deferred Underwriting Fee (%)
      11.6%       23.2%       100.0%
(1)
Assuming 50% of the Public Shares will be redeemed.
 
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Q:
What happens if the Business Combination is not consummated?
A:
If BSGA does not consummate the Business Combination by the Combination Deadline, then pursuant to Article 24 of the Existing BSGA Articles, BSGA’s officers must take all action necessary (i) to redeem the public shares within 10 days in cash at a per-share amount equal to the applicable per-share redemption price and (ii) as promptly as practicable, to cease all operations except for the purpose of making such distribution and any subsequent winding up of the BSGA’s affairs. Following dissolution, BSGA will no longer exist as a company. In any liquidation, the funds held in the Trust Account, plus any interest earned thereon (net of taxes payable), together with any remaining out-of-trust net assets, will be distributed pro-rata to holders of ordinary shares who acquired such shares in the IPO or in the aftermarket. The estimated consideration that each ordinary share would be paid at liquidation would be approximately US$[•] per share for shareholders based on amounts on deposit in the Trust Account as of the date of this proxy statement/prospectus. The closing price of BSGA Ordinary Shares on Nasdaq as of March 16, 2023 was US$10.72. The Initial Shareholders waived the right to any liquidation distribution with respect to any ordinary shares held by them.
Q:
If I am a holder of BSGA Units, can I exercise Redemption Rights with respect to my BSGA Units?
A:
No. Holders of outstanding BSGA Units must elect to separate the units into the underlying public shares and public rights prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the BSGA Units into the underlying public shares and public rights of BSGA, or if you hold units registered in your own name, you must contact Continental, BSGA’s transfer agent, directly and instruct them to do so. The Redemption Rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to the transfer agent in order to validly redeem its shares. If you fail to cause your units to be separated and delivered to Continental, prior to 9:00 a.m., Eastern time, on        , you will not be able to exercise your redemption rights with respect to your Public Shares.
Q:
If I am a holder of BSGA Rights, can I exercise Redemption Rights with respect to my rights?
A:
No. Holders of BSGA Rights have no Redemption Rights.
Q:
What are the U.S. federal income tax consequences of exercising my Redemption Rights?
A:
The receipt of cash by a U.S. holder of BSGA Class A Ordinary Shares in redemption of such shares will be a taxable transaction for U.S. federal income tax purposes. Please see the section entitled “Material Tax Considerations — Material U.S. Federal Income Tax Considerations — Consequences of a Redemption of BSGA Class A Ordinary Shares” for additional information. You are urged to consult your tax adviser regarding the tax consequences of exercising your redemption rights.
Q:
What are the U.S. federal income tax consequences of the Business Combination to me?
A:
As discussed in more detail in the section entitled “Material Tax Considerations — Material U.S. Federal Income Tax Considerations,” U.S. holders of BSGA Class A Ordinary Shares should expect the exchange of their shares pursuant to the Business Combination to be a nontaxable transaction for U.S. federal income tax purposes. U.S. holders of BSGA Rights should also expect the same treatment, although there can be no assurance that the IRS will not assert that the transaction is not tax-free to holders of the BSGA Rights even if it is otherwise tax-free to the holders of BSGA Class A Ordinary Shares. See the section entitled “Material Tax Considerations — Material U.S. Federal Income Tax Considerations — Consequences of the Business Combination.”
The discussion of the U.S. federal income tax consequences contained in this proxy statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all of the U.S. federal income tax considerations that are applicable to you in respect of the Business Combination, nor does it address any tax considerations arising under U.S. state or local or non-U.S. tax laws. You are urged to consult your tax adviser regarding the tax consequences of the Business Combination to you.
 
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Q:
Who will manage BTG after the Business Combination?
A:
As a condition to the closing of the Business Combination, all of the officers and directors of BSGA will resign. For information on the anticipated management of BTG, see the section entitled “BTG’s Directors and Officers Following the Business Combination” in this proxy statement/prospectus.
Q:
Who can help answer my questions?
A:
If you have questions about the Proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact BSGA’s proxy solicitor at:
Karen Smith
Advantage Proxy Inc.
PO Box 13581
Des Moines, WA 98198
Toll Free: 1-877-870-8565
Collect: 1-206-870-8565
Email: ksmith@advantageproxy.com
You may also obtain additional information about BSGA from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”
 
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Extraordinary General Meeting, including the Business Combination, you should read this entire document carefully, including the Merger Agreement attached as Annex A-1, Annex A-2, Annex A-3 and Annex A-4 to this proxy statement/prospectus. The Merger Agreement is the legal document that governs the Business Combination and the other transactions that shall be undertaken in connection with the Business Combination. It is also described in detail in this proxy statement/prospectus in the section entitled “The Business Combination Proposal — The Merger Agreement” Capitalized terms used in this Summary of the Proxy Statement/Prospectus not otherwise defined in this proxy statement/ prospectus shall have the meanings ascribed to them in the Merger Agreement.
The Parties to the Business Combination
Bitdeer
Bitdeer is a world-leading technology company for the cryptocurrency mining community. As of June 30, 2022, Bitdeer was the world’s second largest holder of proprietary hash rate, which is defined as hash rate generated from proprietary mining machines; by allocating part of our proprietary hash rate for sale, we were the world’s largest supplier of hash rate, as measured by hash rate for sale in the cloud hash rate sharing market, which is defined as a market where players sell part of their hash rate to customers, according to Frost & Sullivan.
Bitdeer mines cryptocurrencies for its own account and serves the cryptocurrency mining community by providing innovative, reliable and easy-to-use cryptocurrency mining solutions. Headquartered in Singapore, Bitdeer currently operates five proprietary mining datacenters in the United States and Norway with an aggregate electricity capacity of 522MW as of June 30, 2022, which had increased to 775MW by the end of 2022 by expanding footprints to six mining datacenters globally. To date, Bitdeer primarily operates three business lines — “proprietary mining,” “hash rate sharing” and “hosting,” all of which are supported by Minerplus, Bitdeer’s self-developed integrated intelligent software platform, to enhance operational efficiency.
Bitdeer is an exempted company with limited liability incorporated on November 18, 2020 under the laws of the Cayman Islands. The mailing address of Bitdeer’s principal executive office is 08 Kallang Avenue, Aperia tower 1, #09-03/04, Singapore 339509 and its contact number is +65 62828220. Bitdeer’s corporate website address is https://www.bitdeer.com. Bitdeer’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus. After the consummation of the Business Combination at the Closing on the Closing Date, Bitdeer will become a wholly-owned subsidiary of BTG.
BSGA
BSGA is a blank check company incorporated as a BVI business company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses in the financial technology (FinTech), information technology (InfoTech), insurance technology (InsurTech) and business services.
BTG
Immediately following the Business Combination, BTG will qualify as a foreign private issuer as defined in Rule 3b-4 under the Exchange Act. Also, BTG will be a “controlled company” within the meaning of the Nasdaq corporate governance standards and eligible to take advantage of exemptions from certain Nasdaq corporate governance standards. BTG was incorporated on December 8, 2021, solely for the purpose of effectuating the Business Combination described herein. BTG was incorporated under the laws of the Cayman Islands as an exempted company limited by shares. BTG does not own any material assets and does not operate any business.
As of the consummation of the Business Combination at the Closing on the Closing Date, the number of directors of BTG will be increased to seven, three of whom shall be independent directors. The mailing address
 
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of BTG is Harbour Place, 2nd Floor, 103 South Church Street, P.O. Box 472, George Town, Cayman Islands, KY1-1106. After the consummation of the Business Combination at the Closing on the Closing Date, BTG will become the continuing public company.
Selected Unaudited Financial Information of Bitdeer
Although Bitdeer has not completed the audit of its financial statements for the year ended December 31, 2022, Bitdeer provided certain unaudited financial information (collectively, the “Selected Unaudited Financial Information of Bitdeer”) to the BSGA Board in connection with its review of the Business Combination. For more details, see the section entitled “The Business Combination Proposal — BSGA Board’s Review of Valuation.” The following sets forth the Selected Unaudited Financial Information of Bitdeer and a discussion of this information:
Bitdeer’s revenue is estimated to be US$330.3 million for the year ended December 31, 2022, compared to US$394.7 million for the year ended December 31, 2021. The decrease was primarily contributed by a decrease in revenue generated from its proprietary mining business, driven by (i) the price drop of Bitcoin, the most significant type of cryptocurrency involved in Bitdeer’s business and (ii) a decrease in the comparative number of Bitcoin mined from proprietary mining, resulting from a decrease in the amount of hash rate allocated to Bitdeer’s proprietary mining business as a percentage of the total network hash rate.
Bitdeer’s loss is estimated to be US$62.4 million for the year ended December 31, 2022, compared to profit of US$82.6 million for the year ended December 31, 2021. Such change was primarily due to a decrease of revenue and an increase in electricity cost associated with increased power supply needs and electricity prices.
Bitdeer’s adjusted EBITDA is estimated to be US$91.2 million for the year ended December 31, 2022, compared to US$281.8 million for the year ended December 31, 2021. The decrease was primarily as a result of loss for the year. Adjusted EBITDA is a non-IFRS measure used by Bitdeer’s management as a supplemental measure to review and assess Bitdeer’s operating performance. Bitdeer defines adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, further adjusted to exclude share-based payment expenses under IFRS 2. See “— Adjusted EBITDA and Reconciliation” below.
Bitdeer’s net asset value is estimated to be US$316.3 million as of December 31, 2022 , compared to US$288.1 million as of December 31, 2021.
The Selected Unaudited Financial Information of Bitdeer reflects trends consistent with Bitdeer’s performance for the first six months ended June 30, 2022 disclosed in the section entitled “Bitdeer’s Management’s Disclosure and Analysis of Financial Condition and Results of Operations.”
The inclusion of the unaudited preliminary numbers in this proxy statement/prospectus should not be regarded as an indication that Bitdeer or its affiliates, advisors, representatives, or any other recipient of this information, considered, or now considers, such unaudited preliminary numbers to be necessarily predictive of actual audited numbers and you should not place undue reliance on the unaudited preliminary numbers. Accordingly, the unaudited preliminary numbers are inherently subject to uncertainty. Bitdeer and BTG will not refer back to the above unaudited preliminary numbers in BTG’s future periodic reports filed under the Exchange Act. Neither MaloneBailey, LLP nor Marcum LLP or any other independent accountant has audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to afore-mentioned financial numbers and accordingly, neither MaloneBailey, LLP nor Marcum LLP or any other independent accountant expresses any opinion or any other form of assurance on such information and assume no responsibility for, and disclaim any association with, the unaudited preliminary numbers.
Adjusted EBITDA and Reconciliation
In evaluating its business, Bitdeer considers and uses a non-IFRS measure, adjusted EBITDA, as a supplemental measure to review and assess its operating performance. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, further adjusted to exclude share-based payments expenses under IFRS 2. Such measure is not necessarily comparable to similarly titled measures used by other companies. As a result, such measure should not be considered in isolation from, or as a substitute analysis for, Bitdeer’s profit/(loss) for the periods, as determined in accordance with IFRS. For
 
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additional details, including a reconciliation of profit/(loss), the most comparable IFRS measure, to adjusted EBITDA, see the section entitled “Bitdeer’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-IFRS Financial Measure” of this proxy statement/prospectus.
The table below represents a reconciliation of estimated profit/(loss) for the year ended December 31, 2022 to estimated adjusted EBITDA for the year ended December 31, 2022.
(in US$ millions)
Year Ended
December 31, 2022
(unaudited)
Adjusted EBITDA
Profit/(loss) for the year
(62.4)
Add:
Depreciation and amortization
66.4
Interest expense/(income), net
1.0
Income tax expenses/(benefit)
(4.4)
Share-based payment expenses
90.6
Adjusted EBITDA
91.2
The Business Combination Proposal
The Merger Agreement contemplates three mergers in connection with the Business Combination, consisting of the First SPAC Merger, the Second SPAC Merger and the Acquisition Merger. At the effective time of the First SPAC Merger, BSGA Merger Sub 1 will be merged with and into BSGA, and the separate corporate existence of BSGA Merger Sub 1 will cease and BSGA will continue as the surviving company under the laws of the British Virgin Islands. Immediately following the First SPAC Merger and at the effective time of the Second SPAC Merger, BSGA will be merged with and into BSGA Merger Sub 2 and BSGA Merger Sub 2 will continue as the surviving company in the Second SPAC Merger under the laws of the British Virgin Islands as a wholly-owned subsidiary of BTG. Following the Second SPAC Merger, at the effective time of the Acquisition Merger, Bitdeer Merger Sub will be merged with and into Bitdeer. Following the Acquisition Merger, the separate corporate existence of Bitdeer Merger Sub will cease and Bitdeer will continue as the surviving company in the Acquisition Merger under the laws of the Cayman Islands and become a wholly-owned subsidiary of BTG.
Reasons for the Structure of the Business Combination
As contemplated by the Merger Agreement, the Business Combination will be consummated via a multiple-merger structure (also known as “double dummy”), consisting of the Initial Mergers and the Acquisition Merger. Under such structure, each of BSGA and Bitdeer will merge with a subsidiary of BTG, a newly formed company, through the Initial Mergers and the Acquisition Merger, respectively. Upon the consummation of the Business Combination, BTG will be the public company listed on Nasdaq. The multiple-merger structure was chosen by the parties to the Merger Agreement for business, legal and accounting reasons. In particular, given BTG’s eligibility as a foreign private issuer, its reporting obligations under U.S. securities laws will be less burdensome compared to domestic registrants and BTG will be able to prepare and file its financial statements in accordance with the International Financial Reporting Standards. Such benefit will not be available immediately upon Closing if the Business Combination were to be conducted through a reverse triangular merger in which Bitdeer would be acquired directly by BSGA, which would continue to report as a domestic registrant upon Closing until further assessment of factors such as its shareholder base and location of assets at a future date pursuant to U.S. securities laws. Operationally, following the Business Combination conducted via the proposed structure, BTG will be a holding company that will operate Bitdeer’s current business through its subsidiaries, which is consistent with the expectations of Bitdeer and BSGA’s management in relation to post-Business Combination corporate and operational structure.
In addition, the Initial Mergers are structured as two separate mergers primarily for U.S. tax reasons. The exchange of BSGA Securities (as defined in “Material U.S. Federal Income Tax Considerations”) for BTG Class A Ordinary Shares pursuant to the Business Combination is intended to qualify as a tax-free transaction
 
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for U.S. federal income tax purposes. See “Material U.S. Federal Income Tax Considerations — Consequences of the Business Combination — Qualification of the Initial Mergers as a Reorganization.” The Initial Mergers that effect the exchange of BSGA Securities for BTG Class A Ordinary Shares are structured as a two-step merger in the form of the First SPAC Merger and the Second SPAC Merger to reduce the risk that holders will be subject to U.S. federal income tax on the exchange of their BSGA Securities for BTG Class A Ordinary Shares.
Conditions to Closing
The Closing is subject to the satisfaction or waiver of certain customary conditions by the parties thereto, including, among others, (i) approval of the mergers and the transactions contemplated by the Merger Agreement by the shareholders of BSGA and Bitdeer; (ii) effectiveness of the Registration Statement; (iii) expiration or termination of the waiting period under antitrust laws; (iv) receipt of approval for listing on the Nasdaq Capital Market of BTG Class A Ordinary Shares; and (v) BSGA having at least US$5,000,001 of net tangible assets remaining immediately after the Closing.
In addition, the obligations of each of BSGA and Bitdeer to consummate the transactions contemplated by the Merger Agreement are subject to customary conditions, including, among other aspects, (i) the accuracy of the representations and warranties of the other party (subject to customary bring-down standards); and (ii) the covenants of the other party having been performed in all material respects.
Related Agreements
Voting and Support Agreement
Pursuant to the Merger Agreement, concurrently with the execution of the Merger Agreement, BTG, BSGA and Bitdeer also entered into a Voting and Support Agreement with certain Bitdeer shareholder (the “Supporting Shareholder”) with respect to the shares of Bitdeer currently owned by the Supporting Shareholder. The Voting and Support Agreement provides that the Supporting Shareholder will appear at shareholders meetings of Bitdeer and vote, consent or approve the Merger Agreement and the transactions contemplated by the Merger Agreement, whether at a shareholder meeting of Bitdeer or by written consent. It further provides that the Supporting Shareholder will vote against (or act by written consent against) any alternative proposals or actions that would impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement.
Lock-up Agreement
Pursuant to the Merger Agreement, concurrently with the closing of the Merger Agreement, certain holders of at least 95% of the outstanding shares of the Company immediately prior to the closing (collectively, the “Lock-up Shareholders”) will enter into certain lock-up agreements (the “Lock-up Agreements”) with BTG, pursuant to which each Lock-up Shareholder agrees to, among other things, lock up all equity interests of BTG held by such Lock-up Shareholder immediately after the effective time of the Acquisition Merger for a period of 180 days from such effective time, subject to certain exceptions.
Merger Consideration
In accordance with the terms and subject to the conditions of the Merger Agreement, upon the effective time of the First SPAC Merger, (i) each issued and outstanding BSGA Ordinary Share will be cancelled and exchanged for the right to receive one BTG Class A Ordinary Share, and (ii) each BSGA Right will be cancelled and exchanged for the right to receive one-tenth (1/10) of a BTG Class A Ordinary Share in the same manner as BSGA Ordinary Share as set forth in subclause (i), with fractional shares to be either rounded up to the nearest whole share or otherwise addressed in accordance with the applicable provisions of British Virgin Islands law.
At the effective time of the First SPAC Merger, (i) each BSGA Ordinary Share issued and outstanding immediately prior to the effective time of the First SPAC Merger (other than the BSGA Dissenting Shares) will be cancelled and cease to exist in exchange for the right to receive one BTG Class A Ordinary Share, except that the BSGA Ordinary Shares that are owned by BSGA as treasury shares or owned by any direct or
 
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indirect subsidiary of BSGA will be canceled and cease to exist without any consideration; (ii) each BSGA Dissenting Share owned by BSGA shareholders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the First SPAC Merger pursuant to BVI Companies Act will represent only the right to receive the payment resulting from the procedure set forth in the BVI Companies Act with respect to the BSGA Dissenting Shares owned by such BSGA Shareholders, and (iii) the one share of BTG that was outstanding immediately prior to the effective time of the First SPAC Merger will be redeemed for an amount of US$0.0000001 and cancelled.
At the effective time of the Acquisition Merger, (i) each Bitdeer Ordinary Share and each Bitdeer Preference Share issued and outstanding immediately prior to the effective time of the Acquisition Merger (other than any Key Executive Shares and Bitdeer Dissenting Shares) will be cancelled and cease to exist in exchange for the right to receive such number of BTG Class A Ordinary Shares that is equal to the Exchange Ratio; (ii) each Key Executive Share issued and outstanding immediately prior to the effective time of the Acquisition Merger will be cancelled and cease to exist in exchange for the right to receive such number of BTG Class V Ordinary Shares that is equal to the Exchange Ratio; (iii) each Bitdeer RSU outstanding immediately prior to the effective time of the Acquisition Merger, whether vested or unvested, will be assumed by BTG and converted into an award of restricted share units, representing the right to receive, on the same terms and conditions (including applicable vesting, settlement and expiration provisions) as applied to such Bitdeer RSU immediately prior to the effective time of the Acquisition Merger, BTG Class A Ordinary Shares, except that the number of BTG Class A Ordinary Shares subject to such restricted share units will equal the product of the number of Bitdeer Ordinary Shares that were subject to such Bitdeer RSU multiplied by the Exchange Ratio, rounded down to the nearest whole share; (iv) the Bitdeer Convertible Note outstanding immediately prior to the effective time of the Acquisition Merger will be assumed by BTG and represent the rights to receive, on the same terms and conditions as applied to such Bitdeer Convertible Note, BTG Class A Ordinary Shares, except that the number of BTG Class A Ordinary Shares to be received upon conversion of the Bitdeer Convertible Note will equal the product of the number of Bitdeer Ordinary Shares issuable upon conversion of the Bitdeer Convertible Note multiplied by the Exchange Ratio, rounded down to the nearest whole share; and (v) each Bitdeer Dissenting Share owned by Bitdeer shareholders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Acquisition Merger pursuant to the Cayman Companies Act will represent only the right to receive the payment resulting from the procedure set forth in the Cayman Companies Act with respect to the Bitdeer Dissenting Shares owned by such Bitdeer shareholders.
Reasons for BSGA Board’s Approval of the Business Combination
BSGA was formed to complete a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more business entities. The BSGA Board sought to do so by using the networks and industry experience of both the Sponsor, the BSGA Board, and the BSGA management to identify and acquire one or more businesses.
In evaluating the transaction with Bitdeer, the BSGA Board consulted with its legal counsel and accounting and other advisors and considered a range of factors. In particular, the BSGA Board considered, among others, the following factors, although not weighted or in any order of significance:

Bitdeer satisfies a number of acquisition criteria that BSGA had established to evaluate prospective business combination targets.   The BSGA Board determined that Bitdeer satisfies a number of criteria and guidelines set forth during its initial public offering, including (i) unique competitive advantage in the markets and/or underexploited growth opportunities that BSGA is uniquely positioned to identify; (ii) strong management team that can create significant value; and (iii) potential to generate strong free cash flow.

Favorable prospects for future growth.    Information from BSGA and Bitdeer’s management regarding (i) Bitdeer’s business, prospects, financial condition, operations, technology, services, management, competitive position, and strategic business goals and objectives; (ii) general economic, industry, regulatory, and financial market conditions; and (iii) opportunities and competitive factors within Bitdeer’s industry.

World’s largest scale of proprietary hash rate.   Bitdeer was the world’s largest holder of proprietary hash rate for Bitcoin as of June 30, 2021, according to Frost & Sullivan. Its proprietary hash rate provides it with a clear edge in all of its business lines and anchors its unique business model.
 
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Unique business model powers organic hash rate expansion.    Bitdeer established a business model that allows it to constantly reinforce its market-leading position and outpace our competitors in terms of scaling up our proprietary hash rate.

Ample power supply and low electricity cost secured by global mining datacenters.   Bitdeer strategically opened five mining datacenters in the United States and Norway, where low electricity cost and crypto-friendly policies support stable operations. With experience in site selection, facility design, construction and maintenance in over 30 locations around the globe, Bitdeer’s dedicated global team for mining datacenter construction understands the critical needs of mining as well as the complex and constantly evolving global landscape of electricity supply. They also have extensive connections with local electricity experts and power enterprises around the world.

Visionary management team with a proven track record of innovation and execution.   Bitdeer is led by a management team with extensive experience in the cryptocurrency industry, encompassing research and development, mining and sales of mining machines, and many of them are pioneers in mining datacenters construction and operation.

Best Available Opportunity.   The BSGA Board determined, after a thorough review of other business combination opportunities reasonably available to BSGA, that the proposed Business Combination represents the best potential business combination for BSGA based upon the process utilized to evaluate and assess other potential acquisition targets, and the BSGA Board’s belief that such processes had not presented a better alternative.

Continued Significant Ownership by Bitdeer.   The BSGA Board considered that Bitdeer’s existing equity holders would be receiving a significant amount of BTG Class A Ordinary Shares in the proposed Business Combination and that Bitdeer’s principal shareholders and key executives are “rolling over” their existing equity interests of Bitdeer into equity interests in BTG. The current Bitdeer Shareholders are expected to own approximately 93.9% of the outstanding BTG Class A Ordinary Shares, constituting approximately 11.0% of the voting power of the BTG Ordinary Shares voting together as a single class, assuming (i) none of BSGA’s public shareholders exercise their redemption rights in connection with the Business Combination and (ii) no Bitdeer’s shareholder exercises its dissenters’ rights. If the actual facts are different from these assumptions, the percentage ownership retained by Bitdeer’s existing shareholders in BTG will be different.

Use of Retained Proceeds.   As represented by Bitdeer’s management, the proceeds to be delivered to BTG in connection with the Business Combination (including funds that remain in BSGA’s trust account after taking into effect redemptions), are expected to remain on the balance sheet of BTG after Closing in order to fund Bitdeer’s existing operations and support new and existing growth initiatives. The BSGA Board considered this factor a sign of commitment by Bitdeer’s management to Bitdeer’s business following the Business Combination and their confidence in the benefits to be realized as a result of the Business Combination.

Likelihood of Closing the Business Combination.   The BSGA Board believes that an acquisition by BSGA has a reasonable likelihood of closing without potential issues under applicable antitrust and competition laws and without potential issues from any regulatory authorities.
For a more complete description of BSGA Board’s reasons for approving the Business Combination, including other factors and risks considered by the BSGA Board, see the section entitled “The Business Combination Proposal — Reasons for BSGA Board’s Approval of the Business Combination.”
Opinion of BSGA’s Valuation Advisor
BSGA retained Royson to provide to the BSGA Board with an opinion regarding the valuation of Bitdeer. BSGA also retained an international accounting firm, (the “Audit Firm”), to further review Royson’s work product regarding the reasonableness of the methodologies as well as the results thereof. Royson provided BSGA with their opinion dated November 17, 2021 (the “Original Valuation Report”), an updated opinion dated December 14, 2021 (the “Updated Valuation Report”) and a further updated opinion dated March 7, 2023 (the “2023 Valuation Report”), which were reviewed by the Audit Firm. Royson’s updated opinion as set forth in the 2023 Valuation Report, based upon its investigation, analysis and assumptions described therein
 
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and the appraisal method employed, is that the fair market value of the 100% non-controlling equity interest in Bitdeer as of February 17, 2023, being the Final Appraisal Date, is reasonably stated to be one billion, two hundred and fifty six million (US$1,256,000,000). See the section entitled “The Business Combination Proposal — Valuation Reports of BSGA’s Valuation Advisor — 2023 Valuation Report of BSGA’s Valuation Advisor” and the valuation reports of Royson attached hereto as Annex D for more details.
Fairness Opinion of BSGA’s Financial Advisor
IJW delivered a written opinion, dated March 7, 2023, addressed to the BSGA Board to the effect that, as of the date of the opinion and based upon and subject to the assumptions, conditions and limitations set forth in the opinion, the consideration to be paid by BSGA in the Business Combination pursuant to the term of the transaction, was fair, from a financial point of view, to the shareholders of BSGA. See the section entitled “The Business Combination Proposal — Fairness Opinion of BSGA’s Financial Advisor,” and the fairness opinion of IJW attached hereto as Annex E for more details.
The full text of IJW’s written opinion, dated March 7, 2023, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion (which are also summarized herein), is attached as Annex E to this proxy statement/prospectus and is incorporated herein by reference. IJW’s opinion was provided for the use and benefit of the BSGA Board (solely in its capacity as such and not in any other capacity) in its evaluation of the Business Combination (and, in its engagement letter, IJW provided its consent to the inclusion of the text of its opinion as part of this proxy statement/prospectus). IJW’s opinion is limited solely to the fairness, from a financial point of view, of the consideration to be paid by BSGA in the Business Combination and does not address BSGA’s underlying business decision to effect the Business Combination or the relative merits of the Business Combination as compared to any alternative business strategies or transactions that might be available to BSGA. IJW’s opinion does not constitute a recommendation as to how any shareholder of BSGA should vote or act with respect to the Business Combination or any other matter.
Ownership and Transaction Structure
The following diagrams illustrate in simplified terms the current structure of each of BSGA and Bitdeer, the steps of the proposed Business Combination, and the expected structure after the Business Combination.
 
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[MISSING IMAGE: tm2135137d1-fc_ownerbwlr.jpg]
*
Treated as a disregarded entity for U.S. federal income tax purposes.
 
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Certain Information Relating to BTG and BSGA
BTG Listing
BTG plans to apply for listing, to be effective at the time of the Closing of the Business Combination, of the BTG Class A Ordinary Shares on Nasdaq and will obtain clearance by DTC as promptly as practicable following the issuance thereof, subject to official notice of issuance, prior to the Closing Date.
Delisting and Deregistration of BSGA
If the Business Combination is completed, BSGA Class A Ordinary Shares, BSGA Units and BSGA Rights shall be delisted from Nasdaq and will be deregistered under the Exchange Act.
Emerging Growth Company
Upon consummation of the Business Combination, BTG will be an “emerging growth company” as defined in the JOBS Act. BTG will remain an “emerging growth company” until the earliest to occur of (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of the Business Combination, (b) in which BTG has total annual gross revenue of at least US$1.07 billion or (c) in which BTG is deemed to be a large accelerated filer, which means the market value of BTG Shares held by non-affiliates exceeds US$700 million as of the last business day of BTG’s prior second fiscal quarter, BTG has been subject to Exchange Act reporting requirements for at least 12 calendar months; and filed at least one annual report, and (ii) the date on which BTG issued more than US$1.0 billion in non-convertible debt during the prior three-year period. BTG intends to take advantage of exemptions from various reporting requirements that are applicable to most other public companies, whether or not they are classified as “emerging growth companies,” including, but not limited to, an exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that BTG’s independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting and reduced disclosure obligations regarding executive compensation.
Foreign Private Issuer
As a “foreign private issuer,” BTG will be subject to different U.S. securities laws than domestic U.S. issuers. The rules governing the information that BTG must disclose differ from those governing U.S. companies pursuant to the Exchange Act. BTG will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders. Those proxy statements are not expected to conform to Schedule 14A of the proxy rules promulgated under the Exchange Act.
In addition, as a “foreign private issuer,” BTG’s officers and directors and holders of more than 10% of the issued and outstanding BTG Class A Ordinary Shares, will be exempt from the rules under the Exchange Act requiring insiders to report purchases and sales of ordinary shares as well as from Section 16 short swing profit reporting and liability. See “Risk Factors — Risks Related to BTG — BTG is a foreign private issuer within the meaning of the rules under the Exchange Act, and as such, it is exempt from certain provisions applicable to domestic public companies in the United States.
Controlled Company
Upon the closing of the Business Combination, Mr. Jihan Wu will control a majority of the voting power of BTG’s outstanding ordinary shares. As a result, BTG will be a “controlled company” within the meaning of applicable Nasdaq listing rules. Under these rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company.” For so long as BTG remains a “controlled company,” it may elect not to comply with certain corporate governance requirements, including the requirements:

that a majority of the board of directors consists of independent directors;

for an annual performance evaluation of the nominating and corporate governance and compensation committees;
 
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that it has a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

that it has a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibility.
BTG intends to use these exemptions upon the closing of the Business Combination and it may continue to use all or some of these exemptions in the future. As a result, you may not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.
Anticipated Accounting Treatment
The Business Combination will be accounted for as a “reverse recapitalization” in accordance with IFRS. Under this method of accounting, BSGA will be treated as the “acquired” company for financial reporting purposes. This determination is primarily based on the fact that subsequent to the Business Combination, the Bitdeer’s shareholders are expected to have a majority of the voting power of BTG, Bitdeer will comprise all of the ongoing operations of combined company, Bitdeer will comprise a majority of the governing body of combined company, and Bitdeer’s senior management will comprise all of the senior management of combined company. Since BSGA does not meet the definition of a business under IFRS, the transaction is outside the scope of IFRS 3, “Business Combinations”, and it is accounted for as an equity-settled, share-based payment transaction in accordance with IFRS 2, “Share-based Payments”. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Bitdeer issuing shares for the net assets of BSGA, accompanied by a recapitalization. The net assets of BSGA will be stated at historical costs. Any difference in the fair value of the consideration deemed to have been issued by Bitdeer and the fair value of BSGA’s identifiable net assets represents a listing service received by Bitdeer and is recorded through profit and loss. No goodwill or other intangible assets will be recorded. Operations prior to the Business Combination will be those of Bitdeer.
Regulatory Matters
The Merger Agreement and the transactions contemplated by the Merger Agreement are not subject as a closing condition to any additional federal, state or foreign regulatory requirement or approval, except for (i) the expiration or termination of applicable waiting periods (and any extension thereof) under the Hart-Scott-Rodio Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, and (ii) filings with the registrar of the Cayman Islands and British Virgin Islands necessary to effectuate the transactions contemplated by the Merger Agreement and the respective plans of merger.
Summary of Risk Factors
In evaluating the proposals to be presented at the Extraordinary General Meeting of the shareholders of BSGA, a shareholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section titled “Risk Factors.”
The consummation of the Business Combination at the Closing on the Closing Date, and the business and financial condition of BTG subsequent to the Closing are subject to numerous risks and uncertainties, including those highlighted in the section title “Risk Factors.” The occurrence of one or more of the events or circumstances described below, alone or in combination with other events or circumstances, may adversely affect BSGA’s ability to effect the Business Combination, and may have an adverse effect on the business, cash flows, financial condition and results of operations of BSGA prior to the Business Combination and that of BTG subsequent to the Business Combination. These risks include, among other things, the following:

The cryptocurrency industry in which Bitdeer operates is characterized by constant changes. If Bitdeer fails to continuously innovate and to provide solutions or services that meet the expectations of its customers, it may be unable to attract new customers or retain existing customers.

Bitdeer’s results of operations have been and are expected to continue to be significantly impacted by sharp Bitcoin price fluctuation.
 
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The supply of Bitcoins available for mining is limited and Bitdeer may not be able to quickly adapt to new businesses when all the Bitcoins have been mined.

Although Bitdeer has an organic way of growing its mining fleets, its business is nevertheless capital intensive. Bitdeer may need additional capital but may not be able to obtain it in a timely manner and on favorable terms or at all.

Bitdeer has experienced negative cash flows from operating activities and incurred net losses in the past. It can provide no assurance of its future operating results.

Bitdeer may not be able to maintain its competitive position as cryptocurrency networks experience increases in total network hash rate.

Bitdeer has experienced and may experience in the future hash rate loss during its operations due to factors beyond its control.

Bitdeer is subject to risks associated with its need for significant electric power and the limited availability of power resources, which could have a material adverse effect on Bitdeer’s business, financial condition and results of operations.

Bitdeer has identified a material weakness in its internal control over financial reporting. In the event of any failure to maintain an effective system of disclosure controls and internal control over financial reporting, BTG may not be able to accurately report its financial results or prevent fraud. As a result, holders of BTG Ordinary Shares could lose confidence in BTG’s financial and other public reporting, which is likely to negatively affect BTG’s business and the market price of BTG Class A Ordinary Shares.

A market for BTG Class A Ordinary Shares may not develop, which would adversely affect the liquidity and price of BTG Class A Ordinary Shares.

The market price of BTG Class A Ordinary Shares may be volatile.

BTG will issue BTG Class A Ordinary Shares, and BTG Class V Ordinary Shares convertible into BTG Class A Ordinary Shares, as consideration for the Business Combination, and BTG may issue additional BTG Class A Ordinary Shares or other equity or convertible debt securities without approval of the holders of BTG Class A Ordinary Shares, which would dilute existing ownership interests and may depress the market price of BTG Class A Ordinary Shares.

BSGA will be forced to liquidate the Trust Account if it cannot consummate a business combination by the Combination Deadline. In the event of a liquidation, BSGA’s public shareholders will receive US$10.84 per share and the BSGA Rights will expire worthless.

The Initial Shareholders who own ordinary shares and private placement units will not participate in liquidation distributions and, therefore, they may have a conflict of interest in determining whether the Business Combination is appropriate.

BSGA Shareholders will experience immediate dilution as a consequence of the issuance of BTG Ordinary Shares as consideration in the Business Combination and from other dilution sources. Having a minority share position may reduce the influence that the non-redeeming BSGA shareholders have on the management of BTG upon Closing.

If third parties bring claims against BSGA, the proceeds held in trust could be reduced and the per-share liquidation price received by BSGA Shareholders may be less than US$10.84.

BSGA’s directors and officers may have certain conflicts in determining to recommend the acquisition of Bitdeer, since certain of their interests, and certain interests of their affiliates and associates, are different from, or in addition to, your interests as a shareholder.

Becoming a public company through a business combination rather than an underwritten offering presents risks to unaffiliated investors of BTG. Subsequent to the completion of the Business Combination, BTG may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and the price of BTG securities, which could cause BTG shareholders to lose some or all of their investment.
 
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If BSGA were deemed to be an investment company for purposes of the Investment Company Act, BSGA would be required to meet burdensome compliance requirements and its activities would be severely restricted. As a result, in such circumstances, unless BSGA is able to modify its activities so that it would not be deemed an investment company, BSGA would expect to abandon the efforts to complete an initial business combination and instead to liquidate itself.

BTG will be required to meet the initial listing requirements to be listed on Nasdaq. However, BTG may be unable to maintain the listing of its securities in the future.

Any distributions received by BSGA Shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, BSGA was unable to pay its debts as they fell due in the ordinary course of business.

If BSGA’s due diligence investigation of Bitdeer was inadequate, then shareholders of BSGA following the Business Combination could lose some or all of their investment.

In the event that a significant number of Public Shares are redeemed, BSGA Ordinary Shares may become less liquid following the Business Combination.

The other risks and uncertainties discussed in “Risk Factors” elsewhere in this proxy statement/prospectus.
 
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SELECTED HISTORICAL FINANCIAL INFORMATION OF BSGA
(Amounts in tables are stated in U.S. Dollar)
The following table sets forth selected historical financial information derived from BSGA’s audited financial statements as of December 31, 2022 and 2021, for the year ended December 31, 2022 and for the period from February 23, 2021 (inception) to December 31, 2021, which are included elsewhere in this proxy statement/prospectus.
The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should carefully read the following selected financial information in conjunction with the section entitled “BSGA Management’s Discussion and Analysis of Financial Condition and Results of Operations” and BSGA’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.
For the Year Ended
December 31, 2022
For the Period from
February 23, 2021
(Inception) to
December 31, 2021
Income Statements Data:
Formation and operating costs
US$ (4,660,233) US$ (1,241,824)
Other income
742,433 2,104
Net loss
US$ (3,917,800) US$ (1,239,720)
Weighted average number of redeemable ordinary shares
outstanding
5,750,000 3,704,327
Net loss per redeemable ordinary share: basic and diluted
US$ (0.52) US$ (0.23)
Weighted average number of non-redeemable ordinary shares outstanding
1,787,500 1,621,514
Net loss per non-redeemable ordinary share: basic and diluted
US$ (0.52) US$ (0.23)
Cash Flows Data:
Net cash used in operating activities
US$ (1,064,156) US$ (398,627)
Net cash provided by (used in) investing activities
US$ 40,581,703 US$ (58,075,000)
Net cash (used in) provided by financing activities
US$ (39,443,661) US$ 58,887,044
As of
December 31, 2022
As of
December 31, 2021
Balance Sheets Data:
Cash and cash equivalents
US$ 487,303 US$ 413,417
Prepaid expenses
159,898 157,553
Investments held in Trust Account
18,237,834 58,077,104
Total assets
US$ 18,885,035 US$ 58,648,074
Total liabilities
US$ 9,261,958 US$ 3,117,736
Class A Ordinary shares subject to possible redemption
US$ 18,237,834 US$ 58,075,000
Total shareholders’ deficit
US$ (8,614,757) US$ (2,544,662)
 
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SELECTED HISTORICAL FINANCIAL INFORMATION OF BITDEER
The following tables present Bitdeer’s selected financial data. The combined and consolidated statements of operations and comprehensive income/(loss) and cash flows for the years ended December 31, 2019, 2020 and 2021 and the combined and consolidated statements of financial position as of December 31, 2020 and 2021 have been derived from Bitdeer’s audited combined and consolidated financial statements included elsewhere in this proxy statement/prospectus, which have been restated as discussed in Note 2(a) thereof. The condensed consolidated statements of operations and comprehensive income/(loss) and cash flows for the six months ended June 30, 2021 and 2022 and the condensed consolidated statements of financial position as of June 30, 2022 have been derived from Bitdeer’s unaudited condensed consolidated financial statements included elsewhere in this proxy statement/prospectus, which have been restated as discussed in Note 2 thereof.
The financial data set forth below should be read in conjunction with, and is qualified by reference to, “Bitdeer’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited and unaudited financial statements and notes thereto included elsewhere in this proxy statement/prospectus. Bitdeer’s combined and consolidated financial statements as of December 31, 2020 and 2021 and for each of the three years in the period ended December 31, 2021, as well as the condensed consolidated financial statements as of June 30, 2022 and for the six months ended June 30, 2021 and 2022 are prepared and presented in accordance with IFRS as issued by IASB.
The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of Bitdeer following the Business Combination. All amounts are in U.S. Dollars. Certain amounts that appear in this section may not sum due to rounding.
COMBINED AND CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME / (LOSS)
(Amounts in tables are stated in thousands of U.S. Dollar)
Years Ended December 31,
Periods Ended June 30,
2019
2020
2021
2021
2022
(Restated)
(Restated)
(Unaudited)
(Restated)
(Unaudited)
Revenue US$ 88,771 US$ 186,387 US$ 394,661 US$ 219,676 US$ 179,619
Cost of revenue
(98,839) (209,564) (153,255) (76,850) (110,622)
Gross profit / (loss)
(10,068) (23,177) 241,406 142,826 68,997
Selling expenses
(3,137) (5,567) (8,448) (832) (6,303)
General and administrative expenses
(7,550) (20,268) (89,735) (11,113) (52,686)
Research and development expenses
(4,746) (9,790) (29,501) (3,380) (19,743)
Other operating income / (expenses)
(6,027) (2,045) 14,625 14,271 (2,791)
Other net gain / (loss)
230 (2,560) 2,483 (1,780) 1,130
Profit / (loss) from operations
(31,298) (63,407) 130,830 139,992 (11,396)
Finance income / (expenses)
468 (380) 59 447 (5,823)
Profit / (loss) before taxation
(30,830) (63,787) 130,889 140,439 (17,219)
Income tax benefit / (expenses)
2,930 7,961 (48,246) (26,592) (7,975)
Profit / (loss) for the period
US$ (27,900) US$ (55,826) US$ 82,643 US$ 113,847 US$ (25,194)
 
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Years Ended December 31,
Periods Ended June 30,
2019
2020
2021
2021
2022
(Restated)
(Restated)
(Unaudited)
(Restated)
(Unaudited)
Other comprehensive income / (loss)
Profit / (loss) for the period
(27,900) (55,826) 82,643 113,847 (25,194)
Other comprehensive income / (loss) for the period
Item that may be reclassified to profit or loss
– Exchange differences on translation of financial statements
(690) 905 (195) (232)
Other comprehensive income / (loss) for the period, net of tax
(690) 905 (195) (232)
Total comprehensive income / (loss) for the period
US$ (28,590) US$ (54,921) US$ 82,448 US$ 113,615 US$ (25,194)
 
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COMBINED AND CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Amounts in tables are stated in thousands of U.S. Dollar)
As of December 31,
As of June 30,
2022
2020
2021
(Unaudited)
Assets
Cash and cash equivalents
US$ 44,753 US$ 372,088 US$ 330,770
Cryptocurrencies
9,582 6,187 3,102
Trade receivables
419 8,238 20,665
Amounts due from related parties
611,029 1,500 366
Mining machines
64,800 46,469 40,275
Prepayments and other assets
14,876 35,887 57,008
Restricted cash
7,339 10,310 10,310
Right-of-use assets
18,168 58,941 57,359
Property, plant and equipment
52,158 102,617 137,820
Intangible assets
76 115 215
Deferred tax assets
30,102 4,622 1,795
Total Assets
US$ 853,302 US$ 646,974 US$ 659,685
Liabilities
Trade payables
3,062 17,740 11,970
Other payables and accruals
6,953 17,258 14,495
Amounts due to related parties
662,948 19 19
Income tax payables
56 10,454 545
Deferred revenue
11,552 213,449 216,969
Borrowings
877 29,460 29,627
Lease liabilities
21,950 62,968 62,187
Deferred tax liabilities.
7,547 6,563
Total Liabilities
US$ 707,398 US$ 358,895 US$ 342,375
Net Assets
US$ 145,904 US$ 288,079 US$ 317,310
Equity
Invested capital
145,904
Share capital
1 1
Retained earnings
67,169 41,975
Reserves
220,909 275,334
Total Equity
US$ 145,904 US$ 288,079 US$ 317,310
 
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COMBINED AND CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in tables are stated in thousands of U.S. Dollar)
For the Years Ended
December 31,
Periods Ended
June 30,
2019
2020
2021
2021
2022
(Unaudited)
(Unaudited)
(Restated)
(Restated)
(Restated)
(Restated)
Net cash used in operating activities
US$ (56,603) US$ (109,176) US$ (52,466) US$ (681) US$ (151,845)
Net cash generated from / (used in) investing activities
(174,636) 62,742 394,569 152,770 114,884
Net cash generated from /
(used in) financing activities
226,412 30,776 (14,426) (16,467) (1,623)
Net (decrease) / increase in cash and cash equivalents
(4,827) (15,658) 327,677 135,622 (38,584)
Cash and cash equivalents at the beginning of the period
65,286 59,826 44,753 44,753 372,088
Effect of movements in exchange rates on cash and cash equivalents held
(633) 585 (342) (658) (2,734)
Cash and cash equivalents at the end of the period
US$ 59,826 US$ 44,753 US$ 372,088 US$ 179,717 US$ 330,770
 
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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following summary unaudited pro forma combined financial data (the “summary pro forma data”) gives effect to the Business Combination.
The summary pro forma data have been derived from, and should be read in conjunction with, the unaudited pro forma combined financial information of BTG appearing elsewhere in this proxy statement/prospectus and the accompanying notes. The unaudited pro forma combined financial information is based upon, and should be read in conjunction with, the historical financial statements of BSGA and combined and consolidated financial statements of Bitdeer and related notes included in this proxy statement/prospectus. The summary pro forma data have been presented for informational purposes only and are not necessarily indicative of what BTG’s financial position or results of operations actually would have been had the Business Combination been completed as of the dates indicated. In addition, the summary pro forma data do not purport to project the future financial position or operating results of BTG.
The unaudited pro forma combined financial information included in this proxy statement/prospectus has been prepared using the assumptions below with respect to the potential redemption into cash of BSGA’s Class A Ordinary Shares:

Scenario 1 — Assuming No Redemptions:   This presentation assumes that no Public Shareholders exercise Redemption Rights with respect to their BSGA Class A Ordinary Shares for a pro rata share of the funds in BSGA’s Trust Account.

Scenario 2 — Assuming Maximum Redemptions:   This presentation assumes that BSGA’s Public Shareholders exercise their Redemption Rights with respect to a maximum of 1,718,388 BSGA Class A Ordinary Shares upon consummation of the Business Combination at a redemption price of approximately US$10.84 per share. Scenario 2 includes all adjustments contained in Scenario 1 and presents additional adjustments to reflect the effect of the maximum redemptions.
The historical financial information has been adjusted to give effect to the expected events that are related and/or directly attributable to the transactions and are factually supportable. The adjustments presented in the selected unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of BTG upon consummation of the transactions.
The historical financial statements of Bitdeer have been prepared in accordance with IFRS and in its presentation currency of the U.S. dollar. The historical financial statements of BSGA have been prepared in accordance with U.S. GAAP in its presentation currency of the U.S. dollar. The condensed combined pro forma financial information reflects IFRS, the basis of accounting used by BTG, and no material accounting policy difference is identified in converting BSGA’s historical financial statements to IFRS except the adjustment to reclassify BSGA’s ordinary shares subject to redemption to other liabilities under IFRS. The adjustments presented in the selected unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an accurate understanding of BTG after giving effect to the Business Combination. Bitdeer and BSGA did not have any historical relationship prior to the Business Combinations. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
This information should be read together with Bitdeer’s and BSGA’s financial statements and related notes, “Bitdeer’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “BSGA’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement/prospectus.
The selected unaudited pro forma condensed combined financial information is presented for illustrative purposes only. Such information is only a summary and should be read in conjunction with the section titled “Unaudited Pro Forma Combined Financial Information.” The financial results may have been different had the companies always been combined. You should not rely on the selected unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that BTG will experience.
 
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Combined Statement of Operations
Bitdeer
(Historical
for the
Six Months
Ended
June 30,
2022
BSGA
(Historical
for the
Six Months
Ended
June 30,
2022
Pro Forma Combined
For the Six Months
Ended
June 30, 2022
(In thousand of USD, except per share amounts)
Scenario 1
Assuming
No
Redemptions
Scenario 2
Assuming
Maximum
Redemptions
Revenue
US$ 179,619 US$ US$ 179,619 US$ 179,619
Cost of revenue
(110,622) (110,622) (110,622)
Gross profit
68,997 68,997 68,997
Formation, and operating costs
(2,947)
Selling expenses
(6,303) (6,303) (6,303)
General and administrative expenses
(52,686) (55,633) (55,633)
Research and development expenses
(19,743) (19,743) (19,743)
Other operating expenses
(2,791) (2,791) (2,791)
Other net gain
1,130 1,130 1,130
Loss from operations
(11,396) (2,947) (14,343) (14,343)
Finance (expense)/income
(5,823) 84 (5,823) (5,823)
Loss before taxation
(17,219) (2,863) (20,166) (20,166)
Income tax expenses
(7,975) (7,975) (7,975)
Loss for the period
US$ (25,194) US$ (2,863) US$ (28,141) US$ (28,141)
Basic and diluted pro forma loss per
share
US$ (0.24) US$ (0.24)
 
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Bitdeer
(Historical
for the
Year Ended
December 31,
2021)
BSGA
(Historical
for the
period from
February 23,
2021
(inception)
through
December 31,
2021)
Pro Forma Combined
For the Year Ended
December 31, 2021
(In thousand of USD, except per share amounts)
Scenario 1
Assuming
No
Redemptions
Scenario 2
Assuming
Maximum
Redemptions
Revenue
US$ 394,661 US$ US$ 394,661 US$ 394,661
Cost of revenue
(153,255) (153,255)   (153,255)
Gross profit
241,406 241,406 241,406
Formation, and operating costs
(1,242)
Selling expenses
(8,448) (8,448) (8,448)
Recapitalization transaction expenses
(32,837) (33,157)
General and administrative expenses
(89,735) (90,977) (90,977)
Research and development expenses
(29,501) (29,501) (29,501)
Other operating income
14,625 14,625 14,625
Other net gain
2,483 2,483 2,483
Profit / (loss) from operations
130,830 (1,242) 96,751 96,431
Finance income
59 2 59 59
Profit / (loss) before taxation
130,889 (1,240) 97,810 96,490
Income tax expenses
(48,246) (36,142) (36,024)
Profit / (loss) for the year
US$ 82,643 US$ (1,240) US$ 60,668 US$ 60,466
Basic pro forma earnings per share
US$ 0.51 US$ 0.52
Diluted pro forma earnings per share
US$ 0.50 US$ 0.51
Combined Statement of Financial Position
Bitdeer
(Historical
as of
June 30,
2022)
BSGA
(Historical
as of
June 30,
2022)
Pro Forma Combined
As of June 30, 2022
(In thousand of USD)
Scenario 1
Assuming
No
Redemptions
Scenario 2
Assuming
Maximum
Redemptions
Total assets
US$ 659,685 US$ 59,449 US$ 662,863 US$ 644,242
Total liabilities
US$ 342,375 US$ 6,781 US$ 343,017 US$ 343,017
Net assets
US$ 317,310 US$ 52,668 US$ 319,846 US$ 301,225
Total temporary equity and equity
US$ 317,310 US$ 52,668 US$ 319,846 US$ 301,225
 
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FORWARD-LOOKING STATEMENTS
This proxy statement/prospectus includes statements that express BSGA’s, BTG’s and Bitdeer’s opinions, expectations, beliefs, plans, objectives or assumptions regarding future events or future results of operations or financial condition and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this proxy statement/prospectus and include statements regarding BSGA’s, BTG’s and Bitdeer’s intentions, beliefs or current expectations concerning, among other things, the Business Combination, the benefits and synergies of the Business Combination, including anticipated cost savings, results of operations, financial condition, liquidity, prospects, growth, strategies, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, the markets in which Bitdeer operates, including, among other things, bitcoin prices, bitcoin network hash rate, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Bitdeer’s business and any information concerning possible or assumed future results of operations of BTG after the consummation of the Business Combination at the Closing on the Closing Date. You should read statements that contain these words carefully because they:

discuss future expectations; or

state other “forward-looking” information.
Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting BSGA, Bitdeer and BTG. Factors that may impact such forward-looking statements include:

Price and volatility of Bitcoin and other cryptocurrencies;

Bitdeer’s ability to maintain its competitive positions in proprietary hash rate;

Bitdeer’s ability to procure mining machines at a lower cost;

Bitdeer’s ability to expand its mining datacenters;

Bitdeer’s ability to control electricity cost;

Bitdeer’s ability to make effective judgments regarding pricing strategy and resource allocation;

Bitdeer’s ability to upgrade and expand offerings;

Regulatory changes or actions may restrict the use of cryptocurrencies or the operation of cryptocurrency networks in a manner that may require Bitdeer or BTG to cease certain or all operations.

Bitdeer’s ability to implement measures to address the material weakness that has been identified;

The COVID-19 pandemic’s adverse impact on Bitdeer’s business, financial condition and results of operations;

The risks to Bitdeer’s business of earthquakes, fires, floods, and other natural catastrophic events and interruptions by man-made issues such as strikes and terrorist attacks;

The failure to satisfy any condition to the Business Combination, that could give rise to the termination of the Merger Agreement;

The risks that the Business Combination’s benefits do not meet the expectations of investors or securities analysts;

The volatility of the market price of BTG Class A Ordinary Shares, which could cause the value of your investment to decline;

The risk that an active trading market for BTG Class A Ordinary Shares may never develop or be sustained;
 
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The number and percentage of BSGA Shareholders voting against the Business Combination Proposal, the Initial Merger Proposal and/or seeking redemption;

The occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

BTG’s ability to utilize the “controlled company” exemption under the Nasdaq rules;

BTG’s ability to initially list, and once listed, maintain the listing of its securities on Nasdaq following the Business Combination; and

Other matters described in “Risk Factors.”
The forward-looking statements contained in this proxy statement/prospectus are based on BSGA’s, BTG’s and Bitdeer’s current expectations and beliefs concerning future developments and their potential effects on the Business Combination and BTG. There can be no assurance that future developments affecting BSGA, BTG and/or Bitdeer will be those that BSGA, BTG or Bitdeer has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond either BSGA’s, BTG’s or Bitdeer’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. BSGA, BTG and Bitdeer will not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Before a shareholder grants its proxy, instructs how its vote should be cast or votes on the Business Combination Proposal, the Initial Mergers Proposal, the Nasdaq Proposal, the Governing Documents Proposal, the Governing Documents Proposals A to D, the BTG Incentive Plan Proposal, and the Adjournment Proposal, in each case, if presented to the Extraordinary General Meeting, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect BSGA, BTG and/or Bitdeer.
 
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RISK FACTORS
You should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before you decide whether to vote or instruct your vote to be cast to approve the proposals described in this proxy statement/prospectus. Certain of the following risk factors apply to the business and operations of Bitdeer and will also apply to the business and operations of BTG following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, financial condition, results of operations, prospects and trading price of BTG’s securities following the Business Combination. The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by BTG, BSGA and Bitdeer, which later may prove to be incorrect or incomplete. BTG, BSGA and Bitdeer may face additional risks and uncertainties that are not presently known to them, or that are currently deemed immaterial, but which may also ultimately have an adverse effect on any such party. Certain of the following risk factors are focused on Bitcoin which is the most significant type of cryptocurrency involved in Bitdeer’s business operations. Such risk factors, however, are not limited to Bitcoin and may also apply to other types of cryptocurrencies.
Risks Related to Bitdeer
Risks Related to Bitdeer’s Business, Operations, Industry and Financial Condition
The cryptocurrency industry in which Bitdeer operates is characterized by constant changes. If Bitdeer fails to continuously innovate and to provide solutions or services that meet the expectations of its customers, Bitdeer may not be able to attract new customers or retain existing customers, and hence its business and results of operations may be adversely affected.
The cryptocurrency industry in which Bitdeer operates is characterized by constant changes, including rapid technological evolution, continual shifts in customer demands, frequent introductions of new products and solutions and constant emergence of new industry standards and practices. Thus, Bitdeer’s success will depend, in part, on its ability to respond to these changes in a cost-effective and timely manner. Advances in Bitcoin mining-related technology have led to increased demand for higher speed and power efficiency for solving computational problems of increasing complexity. Bitdeer needs to invest significant resources in research and development in order to keep its services competitive in the market. Also, if Bitdeer is unable to generate enough revenue or raise sufficient capital to make adequate research and development investments going forward, Bitdeer’s service improvement and relevant research and development initiatives may be restricted or delayed, or Bitdeer may not be able to keep pace with the latest market trends and satisfy its customers’ needs, which could materially and adversely affect its results of operations.
Furthermore, research and development activities are inherently uncertain, and Bitdeer might encounter practical difficulties in commercializing its research and development results, which could result in excessive research and development expenses or delays. Given the fast pace with which blockchain technologies have been and will continue to be developed, Bitdeer may not be able to timely upgrade its technologies in an efficient and cost-effective manner, or at all. In addition, new developments relating to computing power (e.g., quantum computer), computing energy consumption, blockchain and cryptocurrency could render Bitdeer’s services obsolete or unattractive. If Bitdeer is unable to keep up with the technological developments and anticipate market trends, or if new technologies render its technologies or solutions obsolete, customers may no longer be attracted to its services. As a result, Bitdeer’s business, results of operations and financial condition would be materially and adversely affected.
Bitdeer’s results of operations have been and are expected to continue to be significantly impacted by Bitcoin price fluctuation.
Bitdeer’s ability to generate economic benefits (i.e., positive cash flow or profits) from Bitcoin mining is directly affected by the market price of Bitcoin. The Bitcoin price may impact the use of Bitdeer’s mining machines. When the market price of a Bitcoin drops below certain thresholds, the operation of existing mining machines may not be economically beneficial for Bitdeer. For a breakeven analysis, see the section entitled
 
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“Bitdeer’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Factors Affecting Our Results of Operations — Price and volatility of Bitcoin.” In addition, the depreciation and impairment potential of Bitdeer’s mining machines may be affected by the volatility of the market prices of Bitcoin and other cryptocurrencies. See the section entitled “Bitdeer’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Factors Affecting Our Results of Operations — Our ability to procure mining machines at a lower cost.” On the other hand, a drop in Bitcoin price may also create an opportunity for Bitdeer to add cheaper mining machines to its mining fleets.
The appreciation potential of Bitcoin is high in general, which is due to several factors. Bitcoins are inherently scarce, given they are designed to have a finite supply of 21 million associated with a depreciating rewarding mechanism, termed “halving,” under which the reward for Bitcoin mining is reduced in half every four years. See the section entitled “— The “halving” of rewards available on the Bitcoin network, or the reduction of rewards on other networks, has had and in the future could have a negative impact on Bitdeer’s ability to generate revenue as its customers may not have an adequate incentive to continue transaction processing and customers may cease transaction processing operations altogether, which could have a material adverse effect on Bitdeer’s business, financial condition and results of operations” for more details. The growing recognition of Bitcoin also attracts large investment into the Bitcoin economy, as evidenced by an increasing installed network hash rate of Bitcoin globally, and increasing adoption of Bitcoin as an investment instrument and a payment method. Further, more countries are establishing clear and robust regulations to create a stable environment for Bitcoin mining and trading, which may facilitate the demand for Bitcoins and Bitcoin price appreciation.
Despite the general appreciation potential of Bitcoin, there are a number of other factors that contribute to changes in Bitcoin price and volatility, including, but not limited to, Bitcoin market sentiment, macroeconomic factors, utility of Bitcoin, and idiosyncratic events such as exchange outages or social media, some of which are beyond Bitdeer’s control. For example, decentralization, or the lack of control by a central authority, is a key reason that cryptocurrencies like Bitcoin have attracted many committed users. However, the decentralized nature of Bitcoin is subject to growing discussion and suspicion. Some claim that most of the actual services and businesses built within the Bitcoin ecosystem are in fact centralized since they are run by specific people, in specific locations, with specific computer systems, and that they are susceptible to specific regulations. Individuals, companies or groups, as well as Bitcoin exchanges that own vast amounts of Bitcoins, can affect the market price of Bitcoin. For example, Bitcoin price has recently been adversely affected by the continued industry-wide fallout from the recent Chapter 11 bankruptcy filings of cryptocurrency exchanges FTX Trading Ltd., et al. (“FTX”) (including its affiliated hedge fund Alameda Research LLC), crypto hedge fund Three Arrows Capital (“Three Arrows”), crypto miners Compute North LLC (“Compute North”) and Core Scientific Inc. (“Core Scientific”) and crypto lenders Celsius Network LLC, et al. (“Celsius Network”), Voyager Digital Ltd., et al. (“Voyager Digital”) and BlockFi Inc., et al. (“BlockFi”). Furthermore, mining equipment production and mining pool locations are becoming centralized. Some argue that the decentralized nature of cryptocurrencies is a fundamental flaw rather than a strength. The suspicion about the decentralized nature of Bitcoin may cause the market to lose confidence in the prospect of the Bitcoin industry, which would adversely affect Bitcoin price. This in turn could adversely affect the market demand for Bitdeer’s services and business.
Any future significant reductions in the price of Bitcoin will likely have a material and adverse effect on Bitdeer’s results of operations and financial condition. There is no assurance that the Bitcoin price will remain high enough to sustain the demand for Bitdeer’s hash rate sharing and hosting services or that the Bitcoin price will not decline significantly in the future. Furthermore, fluctuations in the Bitcoin price can have an immediate impact on the trading price of BTG Class A Ordinary Shares after the consummation of the Business Combination, even before its effect, if any, is reflected in Bitdeer’s financial performance. If the Bitcoin price drops, the expected economic return of Bitcoin mining activities will diminish, thereby resulting in a decrease in demand for Bitcoin-related services of Bitdeer, and in value appreciation from Bitdeer’s proprietary mining activities. As a result, Bitdeer may need to reduce the price of its cloud hash rate and hosting services. For risks relating to the impact of Bitcoin price fluctuation on Bitdeer’s growth trends, see the section entitled “— Bitdeer may be unable to execute its growth strategies or effectively maintain its rapid growth trends” below.
 
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The supply of Bitcoins available for mining is limited and Bitdeer may not be able to quickly adapt to new businesses when all the Bitcoins have been mined.
Bitcoins are inherently scarce, given they are designed to have a finite supply of 21 million associated with “halving” mechanism. More than 19 million Bitcoins had already been mined as of June 30, 2022, according to Frost & Sullivan. The number of blocks that can be solved in a year is designed to be fixed, and the number of Bitcoins awarded for solving a block in the blockchain halves approximately every four years until the estimated complete depletion of Bitcoin available for mining by around 2140. When the Bitcoin network was first launched, the reward for validating a new block was 50 Bitcoins. In November 2012, the reward for validating a new block was reduced to 25 Bitcoins. In July 2016, the reward for validating a new block was reduced to 12.5 Bitcoins, and in May 2020, the reward was further reduced to 6.25 Bitcoins. The next halving for Bitcoin is expected in 2024 at block 840,000, when the reward will reduce to 3.125 Bitcoins. While the remaining Bitcoins are not designed to be entirely depleted in the near future, a decrease in the reward for solving a block or an increase in the transaction fees may result in a decrease in incentives for miners to continue their mining activities and the loss of Bitcoin’s dominant position among the cryptocurrencies, thereby reducing the demand for Bitcoin mining related services of Bitdeer. As of the date of this proxy statement/prospectus, the largest portion of Bitdeer’s revenue was generated from its proprietary mining business and hash rate sales through Cloud Hash Rate, which are associated with Bitcoin mining. Bitdeer may not be able to quickly adapt to new businesses or expand to other cryptocurrencies when all the Bitcoins have been discovered or Bitcoin is replaced by other cryptocurrencies as the mainstream cryptocurrency, which will result in a significant negative impact on Bitdeer’s business and results of operations.
Although Bitdeer has an organic way of growing its mining fleets, its business is nevertheless capital intensive. It may need additional capital but may not be able to obtain it in a timely manner and on favorable terms or at all.
The costs of constructing, developing, operating and maintaining cryptocurrency mining and hosting facilities, and owning and operating a large fleet of the latest generation mining equipment are substantial. Bitdeer’s operations may require additional capital or financing from time to time in order to achieve further growth. Bitdeer may require additional cash resources due to the future growth and development of its business. Bitdeer’s future capital requirements may be substantial as Bitdeer seeks to expand its operations, diversify its product offering, and pursue acquisitions and equity investments. If Bitdeer’s cash resources are insufficient to satisfy its cash requirements, Bitdeer may seek to issue additional equity or debt securities or obtain new or expanded credit facilities or enter into additional factoring arrangements.
Bitdeer’s ability to obtain external financing in the future may be subject to a variety of uncertainties, including its future financial condition, results of operations, cash flows and the liquidity of international capital and lending markets. While Bitdeer faces less working capital constraints as it expands its hash rate sharing business, which generates quicker cash payback, the proprietary mining business is nevertheless capital intensive. Bitdeer may need additional capital if Bitcoin price increases as it will likely push up prices for supplies required for its proprietary mining business. However, in light of conditions impacting the industry, it may be more difficult for Bitdeer to obtain equity or debt financing currently and/or in the future. Specifically, the crypto assets industry has been negatively impacted by recent events such as the bankruptcies of Compute North, Core Scientific, Alameda Research LLC, BlockFi, Celsius Network, Voyager Digital, Three Arrows and FTX. In response to these events, the digital asset markets, including the market for Bitcoin specifically, have experienced extreme price volatility and several other entities in the digital asset industry have been, and may continue to be, negatively affected, further undermining confidence in the digital assets markets and in Bitcoin. Any indebtedness that Bitdeer may incur in the future may also contain operating and financial covenants that could further restrict its operations. There can be no assurance that financing will be available in a timely manner or in amounts or on terms acceptable to Bitdeer, or at all. A large amount of bank borrowings and other debt may result in a significant increase in interest expense while at the same time exposing Bitdeer to increased interest rate risks. Equity financings could result in dilution to Bitdeer’s shareholders, and the securities issued in future financings may have rights, preferences and privileges that are senior to those of Bitdeer’s ordinary shares. Any failure to raise needed funds on terms favorable to Bitdeer, or at all, could severely restrict its liquidity as well as have a material adverse effect on its business, financial condition and results of operations.
 
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Bitdeer may not be able to maintain its competitive position as cryptocurrency networks experience increases in the total network hash rate.
As the relative market price of a cryptocurrency, such as Bitcoin, increases, more companies are encouraged to mine for that cryptocurrency and as more mining machines are added to the network, its total hash rate increases. In order for Bitdeer to maintain its competitive position under such circumstances, Bitdeer must increase its total hash rate by acquiring and deploying more mining machines, including new mining machines with higher hash rates. There are currently only a few companies capable of producing a sufficient number of machines with adequate quality to address the increased demand. If Bitdeer is not able to acquire and deploy additional mining machines on a timely basis, its proportion of the overall network hash rate will decrease and Bitdeer will have a lower chance of solving new blocks which will have an adverse effect on Bitdeer’s business and results of operations.
Bitdeer has experienced negative cash flows from operating activities and incurred net losses in the past. It can provide no assurance of its future operating results.
Bitdeer had negative cash flows from operating activities in the amount of US$56.6 million, US$109.2 million, US$52.5 million, US$0.7 million and US$151.8 million for the years ended December 31, 2019, 2020 and 2021, and the six months ended June 30, 2021 and 2022, respectively. Bitdeer incurred a net loss of US$27.9 million and US$55.8 million for the years ended December 31, 2019 and 2020, respectively, generated a net profit of US$113.8 million and US$82.6 million for the six months ended June 30, 2021 and the year ended December 31, 2021, and incurred a net loss of 25.2 million for the six months ended June 30, 2022. Bitdeer has generated negative cash flow from operating activities and incurred loss in the past, and there is no assurance that Bitdeer will be able to generate positive cash flow from operating activities or achieve or subsequently maintain profitability in the future. Bitdeer will need to generate and sustain increased revenue and net income levels in future periods in order to increase profitability, and, even if Bitdeer does, Bitdeer may not be able to maintain or increase its level of profitability over the long term. Bitdeer’s ability to achieve profitability and positive cash flow from operating activities will depend on a mix of factors, some of which are beyond its control, including the price of Bitcoin, Bitdeer’s ability to operate and expand its business and manage its services mix, and Bitdeer’s ability to secure favorable commercial terms from suppliers.
Bitdeer’s limited operating history and rapid revenue growth may make it difficult for Bitdeer to forecast its business and assess the seasonality and volatility in its business.
Bitdeer has achieved rapid growth since its inception. For the years ended December 31, 2019, 2020 and 2021, and the six months ended June 30, 2021 and 2022, Bitdeer’s total revenue amounted to US$88.8 million, US$186.4 million, US$394.7 million, US$219.7 million and US$179.6 million, respectively. However, there is no assurance that Bitdeer will be able to maintain its historical growth rates in future periods. Bitdeer’s growth rates may decline for any number of possible reasons, including decreasing market price of cryptocurrencies, increasing competition, declining growth of the cryptocurrency industry, unforeseeable technology innovation, emergence of alternative mainstream cryptocurrencies, or changes in government policies, regulations or general economic conditions. It is also difficult to forecast seasonality and volatility in Bitdeer’s business, and as a result accurately allocating resources including hash rate, mining farm capacity, or human capital to different business lines to achieve the best results in the medium or long term. If Bitdeer’s growth rates decline, investors’ perceptions of Bitdeer’s business and business prospects may be adversely affected and the market price of its ordinary shares could decline. In addition, given the volatile nature of cryptocurrencies and that Bitdeer’s business and financial condition correlate with the market price of cryptocurrencies, it is difficult to evaluate Bitdeer’s business and future prospects based on its limited operating history or historical performance.
Bitdeer has experienced and may experience in the future hash rate loss during its operations due to factors beyond its control.
Bitdeer generates hash rate through operating its proprietary mining datacenters. To efficiently increase managing hash rate (i.e., proprietary hash rate and hosting hash rate), Bitdeer’s efforts include constructing and expanding mining datacenters in prime locations globally, purchasing the latest mining machine models and continually optimizing operational efficiency of its mining farms and mining machines. However, hash
 
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rate generation is affected by factors beyond Bitdeer’s control, including temperature, humidity, mining machine quality, the depreciation and deterioration of mining machines, the location of Bitdeer’s mining machines globally, spare parts supply quality, quantity and timeliness, sudden surge in power price or sudden power outage, maintenance team members’ lack of experience, unseen computer virus attack, etc. For example, Bitdeer has experienced hash rate loss during 2021, primarily due to relocation of mining machines as well as unfavorable weather condition. In the future, Bitdeer expects the risks of hash rate loss will remain, which may affect its business and results of operations.
The estimated numbers included in this proxy statement/prospectus are internally developed by our management. If these estimates prove to be incorrect or inaccurate, our actual operating results may differ materially and adversely from those forecasted or projected.
We included certain estimated numbers in this proxy statement/prospectus, including key selected financial information of Bitdeer based on the unaudited management accounts of Bitdeer for the year ended December 31, 2022 and other internally prepared financials and certain key financial information of Bitdeer. The inclusion of the estimated numbers in this proxy statement/prospectus should not be regarded as an indication that Bitdeer or its affiliates, advisors, representatives, or any other recipient of this information, considered, or now considers, such estimated numbers to be necessarily predictive of actual audited numbers and you should not place undue reliance on the estimated numbers. Accordingly, the estimates are inherently subject to uncertainty.
The estimated numbers were prepared solely for internal use and not with a view toward public disclosure or the published guidelines of the American Institute of Certified Public Accountants regarding the preparation and presentation of the estimated numbers. BSGA did not prescribe or relay any instructions, guidelines, parameters, inputs, assumptions or other directions to Bitdeer’s management with respect to the estimated numbers included in this proxy statement/prospectus. These estimated numbers should not be viewed as public guidance.
The estimated numbers included in this proxy statement/prospectus have been prepared by, and are the responsibility of, Bitdeer’s management. Neither MaloneBailey, LLP nor Marcum LLP or any other independent accountant has audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the estimated numbers contained herein and accordingly, neither MaloneBailey, LLP nor Marcum LLP or any other independent accountant expresses any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the estimated numbers. The Marcum LLP report included in this proxy statement/prospectus relates to BSGA’s historical financial statements. The MaloneBailey, LLP report included in this proxy statement/prospectus relates to Bitdeer’s historical financial statements. There can be no assurance that our financial conditions will be consistent with those set forth in the estimated numbers for reasons set forth above, which could have an adverse impact on the market valuation of Bitdeer or the financial position of the post-Business Combination entity.
Bitdeer is subject to risks associated with its need for significant electric power and the limited availability of power resources, which could have a material adverse effect on Bitdeer’s business, financial condition and results of operations.
Bitdeer’s business requires a significant amount of electric power. The costs of electric power account for a significant portion of Bitdeer’s cost of revenue. Bitdeer requires a significant electric power supply to conduct its mining activity, to produce cloud hash rate and to provide hosting services such as powering and cooling Bitdeer’s and its customers’ servers and network equipment and operating critical mining and hosting infrastructure.
There has been a substantial increase in the demand for electricity for cryptocurrency mining, and this has had varying impacts on local electricity supply. Additionally, Bitdeer currently relies on renewable sources of power and plans to increase its reliance on renewable sources of power in the future. Renewable power is generally an intermittent and variable source of electricity, which may not always be available. Because the electrical grid has very little storage capacity, the balance between electricity supply and demand must be maintained at all times to avoid a blackout or other cascading problem. Intermittent sources of renewable power are challenging because they disrupt the conventional methods for planning the daily operation of the
 
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electrical grid. Their power fluctuates over multiple time horizons, forcing the grid operator to adjust its day-ahead, hour-ahead, and real-time operating procedures.
The amount of power required by Bitdeer and its customers will increase commensurately with the demand for Bitdeer’s services and the increase in mining machines Bitdeer operates for itself and its hosting customers. Should Bitdeer’s operations require more electricity than can be supplied in the areas where its mining facilities are located or should the electrical transmission grid and distribution systems be unable to provide the continuous, steady supply of electricity required, Bitdeer may have to limit or suspend activities or reduce the speed of its proposed expansion, either voluntarily or as a result of either quotas imposed by energy companies or governments, or increased prices for certain users (such as Bitdeer). If Bitdeer is unable to procure electricity at a suitable price, Bitdeer may have to shut down its operations in that particular jurisdiction either temporarily or permanently. Therefore, increased power costs and limited availability and curtailment of power resources will reduce Bitdeer’s revenue and have a material and adverse effect on its cost of revenue and results of operations. Although Bitdeer aims to build and operate energy efficient facilities, there can be no assurance such facilities will be able to deliver sufficient power to meet the growing needs of Bitdeer’s business. If Bitdeer is unable to receive adequate power supply and is forced to reduce its operations due to the availability or cost of electrical power, its business would experience materially negative impacts.
Certain government actors have begun to intervene with the supply of electrical energy to cryptocurrency miners. For example, recently on March 9, 2023, the Department of the Treasury published General Explanations of the Administration’s Fiscal Year 2024 Revenue Proposals, in which it proposed imposing a 30% excise tax on electricity usage by digital asset miners. Governments or government regulators may potentially restrict electricity suppliers from providing electricity to mining datacenter in times of electricity shortage increase the cost, including through taxation, of, electricity, or may otherwise potentially restrict or prohibit the provision of electricity to businesses like Bitdeer. In the event government regulators issue moratoriums or impose bans or restrictions involving hosting operations or transaction processing in jurisdictions in which it operates, Bitdeer will not be able to continue its operations in such jurisdictions. A moratorium ban or restriction could have a material adverse effect on Bitdeer’s business, financial condition and results of operations.
Additionally, Bitdeer’s cryptocurrency mining machines would be materially adversely affected by a power outage. Energy costs and availability are vulnerable to risks of outages and power grid damage as a result of inclement weather, animal incursion, sabotage and other events out of Bitdeer’s control. Because the mining portion of Bitdeer’s business consumes a large amount of energy, it is not practical or economical for Bitdeer’s operations to run on back-up generators in the event of a power outage, which may be caused by weather, acts of God, wild fires, pandemics, falling trees, falling distribution poles and transmission towers, transmission and distribution cable cuts, other force majeure events in the electricity and natural gas markets and/or the negligence or malfeasance of others. Any system downtime resulting from insufficient power resources or power outages could have a material adverse effect on Bitdeer’s business, financial condition and results of operations.
If Bitdeer fails to accurately estimate the factors upon which Bitdeer bases its contract pricing, Bitdeer may generate less profit than expected or incur losses on those contracts, which could have a material adverse effect on Bitdeer’s business, financial condition and results of operations.
Bitdeer’s cloud hash rate and hosting contracts are generally priced taking into account various factors including the then Bitcoin price, network hash rate, purchase cost of mining machines, estimated power consumption by Bitdeer’s clients, along with other costs of products or services, as adjusted for actual costs. Bitdeer’s ability to earn a profit on such contracts requires that Bitdeer accurately estimate the costs involved and outcomes likely to be achieved and assess the probability of generating sufficient hosting and colocation capacity within the contracted time period. Bitdeer’s pricing of hash rates may cause significantly lower income than Bitdeer could have generated through using the same hash rates for proprietary mining. Bitdeer may also not be able to accurately forecast the outcome of selling its products and services at a particular price and the inability to accurately estimate the factors upon which Bitdeer bases its contract pricing could have a material adverse effect on Bitdeer’s business, financial condition and results of operations.
 
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Bitdeer has broad discretion regarding pricing strategy and resource allocation and may exercise related business judgments in a way that you may not agree with. Such judgments may not achieve the best possible outcome for its business operations.
Bitdeer’s business operations involve constant and important decision-making regarding the pricing of its services and allocation of mining resources. Bitdeer takes into account its estimates of market trends when determining pricing strategies. To achieve profitability in the long run, Bitdeer may offer lower price in order to acquire and retain new customers, even if this pricing does not allow Bitdeer to maximize its short-term revenue. As Bitdeer operates three business lines, Bitdeer has to decide the allocation of proprietary hash rate between “proprietary mining” and “hash rate sharing” as well as the allocation of mining datacenter capacity among “proprietary mining,” “hash rate sharing” and “hosting.” While allocating more mining resources to “hash rate sharing” and “hosting” services may facilitate cash payback and mining datacenter expansion while lower risk exposure associated with Bitcoin price volatility, Bitdeer has to forgo its huge appreciation potential to some extent as Bitdeer could earn more Bitcoins by allocating the same mining resources to “proprietary mining,” and vice versa. Bitdeer spends great efforts in making these business decisions in the Company’s best interest, taking into account Bitcoin price, network hash rate, the amount of cash Bitdeer needs and its view on the market opportunities for acquiring mining machines or expanding mining datacenters at low cost, etc. However, Bitdeer cannot guarantee that its decisions could generate the most revenue or offer the strongest downside protection for the Company. If Bitdeer cannot accurately estimate any of the aforementioned factors upon which Bitdeer bases, its contract pricing could have a material adverse effect on its business, financial condition and results of operation.
Bitdeer faces intense competition and its competitors may employ aggressive pricing strategies, which can lead to a price reduction of Bitdeer’s solutions and services and material adverse effect on Bitdeer’s results of operations.
Bitdeer operates in highly competitive industries for cryptocurrency mining and related services, and Bitdeer may look to enter into markets with very competitive landscapes. Bitdeer’s competitors include many well-known worldwide players, and Bitdeer faces competitors that are larger than itself and have advantages over itself in terms of economies of scale and financial and other resources. Bitdeer expects that competition in Bitdeer’s markets will continue to be intense. Some of Bitdeer’s competitors may also have stronger brand names, greater access to capital, longer histories, longer relationships with their suppliers or customers and more resources than Bitdeer does. Furthermore, these competitors may be able to adapt to changes in the industry more promptly and efficiently. Intense competition from existing and potential competitors could result in material price reductions in the products Bitdeer sells or a decrease in its market share. Aggressive pricing strategies by Bitdeer’s competitors and an abundant supply of hash rate sharing or hosting services in the market may cause Bitdeer to reduce the prices of its services and also negatively affect the demand for Bitdeer’s services or harm Bitdeer’s profitability. If Bitdeer fails to compete effectively and efficiently or fails to adapt to changes in the competitive landscape, Bitdeer’s business, financial condition and results of operations may be materially and adversely affected.
The average selling prices of Bitdeer’s solutions and services may fluctuate from time to time due to technological advancement and Bitdeer may not be able to pass onto its machine suppliers such decreases, which may in turn adversely affect its profitability.
The Bitcoin-related industry is characterized by rapid launches of new products, continuous technological advancements and changing market trends and customer preferences, all of which may translate to fluctuations in the average selling prices of products or services over time. Because Bitdeer competes in an environment of rapidly evolving technology advancement, market trends and developments of the hash rate sharing and hosting industry, there is no assurance that Bitdeer will be able to pass on any decrease in average selling prices of Bitdeer’s services to its suppliers in a timely manner or at all. In the event that average selling prices of Bitdeer’s services unusually or significantly decrease and such decreases cannot be offset by a corresponding decrease in the prices of the principal components of its services, Bitdeer’s gross profit margins may be materially and adversely affected.
There are uncertainties over the outcome of Bitdeer’s mining operations.
Bitdeer’s mining operation comprises blockchain mining technologies that depend on a network of computers to run certain software programs to solve complex transactions in competition with other mining
 
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operations and to process transactions. Because of this less centralized model and the complexity of Bitdeer’s mining operation, there are uncertainties over the likelihood of winning a block reward and hence the outcome of Bitdeer’s mining operations. While Bitdeer participates in mining pools to combine its mining operations with other mining participants to increase processing power to solve blocks, there can be no assurance that such pools will adequately address this risk.
The development of blockchain technology and cryptocurrency is in its early stage and any adverse development in the cryptocurrency or blockchain market could adversely affect Bitdeer’s business and results of operations.
Blockchain is a voluntary open network that can be used by anyone with devices connected to the internet. It allows every node to create immutable data, transparent record of transactions and peer-to-peer transactions in an efficient, secure and trust-free manner. Because of such advantages, blockchain can be applied to various industries and activities, such as cryptocurrency, payment, financial services, Internet-of-Things (IoT), cloud computing and cybersecurity, among others. However, there can be no assurance of such acceptance in the society. There may not be strong market demand for Bitdeer’s mining services as a key and important process during the application process of blockchain technology, and Bitdeer’s prospects, business and results of operations can be materially and adversely affected.
Adverse developments in the blockchain industry could lead to a decrease in the demand for hash rate products and hosting resources, which could have a material adverse effect on Bitdeer’s business, financial condition and results of operations. Bitdeer faces risks including those related to:

a decline in the adoption and use of Bitcoin and other similar cryptocurrencies within the technology industry or a decline in value of cryptocurrencies;

increased costs of complying with existing or new government regulations applicable to cryptocurrencies and other factors;

a downturn in the market for blockchain hosting space generally, which could be caused by an oversupply of or reduced demand for blockchain space;

any transition by Bitdeer’s customers of blockchain hosting from third-party providers like Bitdeer to customer-owned and operated facilities;

the rapid development of new technologies or the adoption of new industry standards that render Bitdeer or its customers’ current products and services obsolete or unmarketable and, in the case of Bitdeer’s customers, that contribute to a downturn in their businesses, increasing the likelihood of a default under their service agreements or their becoming insolvent;

a slowdown in the growth of the internet generally as a medium for commerce and communication;

availability of an adequate supply of new generation cryptocurrency mining equipment to enable Bitdeer to mine cryptocurrencies at scale and for customers who want to purchase hash rate from Bitdeer or host with Bitdeer to be able to do so; and

the degree of difficulty in mining cryptocurrencies and the trading price of such assets.
Additionally, Bitcoin, a mainstream cryptocurrency based upon blockchain technology, was first introduced in 2008 and is generally regarded as the first application of the blockchain technology. The Bitcoin network and its surrounding ecosystem is still in a relatively early development stage. Cryptocurrencies have only recently become selectively accepted as a means of payment for goods and services by many industries, and use of cryptocurrency by consumers to pay in such industries remains limited. In addition, there may be some jurisdictions that restrict the use of Bitcoins and other cryptocurrencies as a medium of exchange and the conversion between cryptocurrencies and fiat currencies. There is no assurance that usage of cryptocurrencies, in particular Bitcoins, will continue to grow. As Bitdeer’s business focuses on proprietary cryptocurrency mining and serving cryptocurrency miners, and relies heavily on the cryptocurrency market, any lack of usage of or fade in the public interest for cryptocurrency may adversely affect Bitdeer’s business, future prospects, results of operations and financial condition.
 
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Bitdeer is subject to risks associated with legal, political or other conditions or developments regarding holding, using or mining of cryptocurrencies, in particular Bitcoins, which could negatively affect its business, results of operations and financial position.
Bitdeer’s customers are based globally. As such, changes in government policies, taxes, general economic and fiscal conditions, as well as political, diplomatic or social events, expose Bitdeer to financial and business risks. In particular, changes in policies and laws regarding holding, using and/or mining of Bitcoins could result in an adverse effect on Bitdeer’s business operations and results of operations. Moreover, if any international jurisdiction where it operates mining datacenters or sell its Bitcoin mining related services prohibits or restricts Bitcoin mining activities, Bitdeer may face legal and other liabilities and will experience a material loss of revenue.
There are significant uncertainties regarding future regulations pertaining to the holding, using or mining of Bitcoins, which may adversely affect Bitdeer’s results of operations. While Bitcoin has gradually gained more market acceptance and attention, it is anonymous and may be used for black market transactions, money laundering, illegal activities or tax evasion. As a result, governments may seek to regulate, restrict, control or ban the mining, use and holding of Bitcoins. Bitdeer’s existing policies and procedures for the detection and prevention of money laundering and terrorism-funding activities through its business activities have only been adopted in recent years and may not completely eliminate instances in which Bitdeer or its services may be used by other parties to engage in money laundering and other illegal or improper activities. Bitdeer is subject to anti-money laundering laws in many jurisdictions in which it operates. Bitdeer cannot assure you that there will not be a failure in detecting money laundering or other illegal or improper activities which may adversely affect its reputation, business, financial condition and results of operations.
With advances in technology, cryptocurrencies are likely to undergo significant changes in the future. It remains uncertain whether Bitcoin will be able to cope with, or benefit from, those changes. In addition, as Bitcoin mining employs sophisticated and high computing power devices that need to consume a lot of electricity to operate, future developments in the regulation of energy consumption, including possible restrictions on energy usage in the jurisdictions where Bitdeer sells its products or services, may also affect Bitdeer’s business operations and the demand for Bitdeer’s current and future mining related products or services, including cloud hash rate, hosting and Minerplus. There have been public backlashes surrounding the environmental impacts of Bitcoin mining, particularly the large consumption of electricity, and governments of various jurisdictions have responded. For example, in the United States, certain local governments of the State of Washington have discussed measures to address environmental impacts of Bitcoin-related operations, such as the high electricity consumption of Bitcoin mining activities.
Substantial increases in the supply of mining machines connected to the Bitcoin network would lead to an increase in network hash rate capacity, which in turn would increase mining difficulty. This development would negatively affect the economic returns of Bitcoin mining activities, which would decrease the demand for and/or pricing of Bitdeer’s products and services.
The difficulty of Bitcoin mining, or the amount of computational resource required for a set amount of reward for recording a new block, directly affects the expected economic returns for Bitcoin miners, which in turn affects Bitdeer’s proprietary mining business and the demand for Bitdeer’s Bitcoin mining related products and services including hash rate sharing and hosting. Bitcoin mining difficulty is a measure of how much computing power is required to record a new block and it is affected by the total amount of computing power in the Bitcoin network. The Bitcoin algorithm is designed to the effect that one block is generated, on average, every ten minutes, no matter how much computing power is in the network. Thus, as more computing power joins the network, and assuming the rate of block creation does not change (remaining at one block generated every ten minutes), the amount of computing power required to generate each block and hence the mining difficulty increases. In other words, based on the current design of the Bitcoin network, Bitcoin mining difficulty would increase together with the total computing power available in the Bitcoin network, which is in turn affected by the number of Bitcoin mining machines in operation. From January 2019 to December 2021, Bitcoin mining difficulty increased by approximately 3.3 times, according to Frost & Sullivan. As a result, a strong growth in promotion of Bitcoin computing power supply services can contribute to further growth in the total computing power in the network, thereby driving up the difficulty of Bitcoin mining and resulting in downward pressure on the expected economic return of Bitcoin mining and the demand for, and pricing of, Bitdeer’s products and services.
 
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Bitdeer’s business is highly dependent on acquiring a sufficient number of cryptocurrency mining equipment from its suppliers. Bitdeer may not be able to obtain new mining hardware or purchase such hardware at competitive prices during times of high demand, which could have a material adverse effect on Bitdeer’s business, financial condition and results of operations.
Bitdeer’s business is highly dependent upon cryptocurrency mining equipment suppliers providing an adequate supply of new generation cryptocurrency mining machines at economical prices to support its proprietary mining, hash rate sharing and hosting business lines and its customers’ mining activities. The growth in Bitdeer’s business is directly related to increased demand for hosting services and cryptocurrencies such as Bitcoin which is dependent in large part on the availability of new generation mining machines offered for sale at a price conducive to profitable cryptocurrency mining, as well as the trading price of cryptocurrencies such as Bitcoin. The market price and availability of new mining machines fluctuates with the price of Bitcoin and can be volatile.
Historically, an increase in interest and demand for cryptocurrencies has led to a shortage of mining hardware and increased prices. In addition, as more companies seek to enter the mining industry, the demand for machines may outpace supply and create mining machine equipment shortages. There is no assurance that cryptocurrency mining equipment suppliers will be able to keep pace with any surge in demand for mining equipment. Bitdeer and its customers and the potential customers of Bitdeer’s hosting service may in the future experience difficulty in obtaining new equipment or replacement components for Bitdeer’s and their existing equipment, including graphics processing units and application-specific integrated circuit chipsets and computer servers, which in the future may have, a material impact on the demand for Bitdeer’s products and services and associated revenue. Further, Bitdeer may have little or no recourse in the event a mining machine manufacturer or distributor defaults on its mining machine delivery commitments. If Bitdeer and its customers are not able to obtain a sufficient number of cryptocurrency mining machines at favorable prices, Bitdeer’s growth expectations, liquidity, financial condition and results of operations will be negatively impacted.
Bitdeer relies on supplies from a single or a group of third-party electricity, mining pool services and mining machines providers, and any negative incidents caused by actions taken by them that are outside of Bitdeer’s control may adversely impact Bitdeer’s business and results of operations.
To some extent, Bitdeer currently relies on a single or a group of third-party suppliers and service providers to provide quality services to customers. Bitdeer’s brand and reputation may be harmed by actions taken by such third parties that are outside of Bitdeer’s control. For example, Bitdeer is currently contracting with one electricity supplier to support each of its mining farms in Norway, as well as Texas, Tennessee and Washington in the United States, respectively. Pursuant to Bitdeer’s agreement with its electricity supplier for the mining datacenter in Hustadvika municipality, Norway, Bitdeer agrees to purchase power at the amount and price designated in the contract, during the period from January 1, 2022 to December 31, 2024, which is the term of this agreement. Pursuant to Bitdeer’s agreement with its electricity supplier for the mining datacenter in Tydal municipality, Norway, Bitdeer agrees to purchase power at the amount and price designated in the contract, during the period from September 1, 2022 to December 31, 2024, which is the term of this agreement. Both agreements can be completely terminated with zero load ending at midnight of the final day in each quarter. Pursuant to Bitdeer’s agreement with its electricity supplier in Texas, the supplier shall provide electricity to meet full electricity requirements of the two electricity service accounts identified by Bitdeer. This contract is effective through December 31, 2026 and is terminable in the event of default. Pursuant to Bitdeer’s agreement with its electricity supplier in Tennessee, the supplier shall make power available to Bitdeer in the amount designated in the contract. Valid through July 31, 2026, this contract is automatically renewed for additional five years upon expiration of the initial term, unless either party notifies the other in writing not less than 60 days prior to the expiration date of the initial term or any renewal term of its desire to terminate this contract on such expiration date. Pursuant to Bitdeer’s agreement with its electricity supplier in Washington, the supplier shall provide power and associated energy to meet Bitdeer’s demand at rates that are subject to adjustment, modification, change or replacement from time to time. This contract remains effective until terminated upon six months prior written notice by Bitdeer. While Bitdeer believes that alternative suppliers are readily available in the market, changing to a new supplier may require additional costs and time. Bitdeer also sources mining machines from a wide variety of manufacturers and traders with whom it has built relationships over the years. The prices of mining machines were negotiated on an individual
 
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basis, and the agreements typically allow for termination upon either party’s uncured material breach, suspension of all or a substantial part of its business, deterioration of its financial position, or upon insolvency proceedings against either party. In addition, these agreements may include indemnification provisions either for benefit of Bitdeer, or for benefit of the manufacturers and traders. Each agreement requires manufacturers and traders to repair or replace the defective part/component of mining machines at no charge to Bitdeer. Despite the measures Bitdeer has taken to ensure the quality of products and services provided by third-party suppliers and service providers, to the extent they are unable to maintain their production facilities’ efficiency, supply sufficient products in a timely manner, or provide satisfactory products and services to Bitdeer’s customers, which may be due to events that are beyond Bitdeer’s or their control, such as manufacturing defects, Bitdeer may suffer reputational damage, and Bitdeer’s business, financial condition and results of operations may be materially and adversely affected. While Bitdeer has not experienced such incidents that had a material adverse impact on its business as of the date of this proxy statement/prospectus, as such incidents are beyond Bitdeer’s control, there is no assurance that such incidents will not occur in the future regardless of the measures Bitdeer has taken, and will take, to maintain the quality products and services provided by third-party suppliers and service providers. If Bitdeer is unable to effectively address these risks, its brand image, reputation and financial performance may be materially and adversely affected.
Additionally, Bitdeer utilizes third-party mining pools to receive its mining rewards from a given network. Mining pools allow mining participants to combine their processing power, which increases the chances of solving a block and getting paid by the network. The rewards are distributed by the pool operators, proportionally to Bitdeer’s contribution to the pools’ overall mining power used to solve a block. Bitdeer entered into agreements with mining pool operators who deliver cryptocurrency rewards to accounts of Bitdeer or Bitdeer’s customers in exchange for hash rate provided by Bitdeer and Bitdeer’s Cloud Hash Rate customers. The agreements are terminable through mutual agreement between both parties or due to a breach of the contract which is not cured within two days upon receiving notice from the non-breaching party. Due to the competitiveness of the global mining pool industry, Bitdeer believes that it will be able to promptly access alternative mining pools if needed. Nevertheless, Bitdeer is dependent on the accuracy of a mining pool operator’s record keeping to accurately record the total processing power provided to the pool for a given Bitcoin or other cryptocurrency mining application in order to assess the proportion of that total processing power Bitdeer provided. While Bitdeer has internal methods of tracking both Bitdeer’s power provided and the total power used by the pool, the mining pool operator uses its own record-keeping to determine Bitdeer’s proportion of a given reward. Bitdeer has little means of recourse against the mining pool operator if Bitdeer determines the proportion of the reward paid out to Bitdeer by a mining pool operator is incorrect, other than leaving the pools or entering into a lengthy negotiation with the third-party mining pools to get back the fair rewards. If Bitdeer is unable to consistently obtain accurate proportionate rewards from its mining pool operators, Bitdeer may experience reduced reward for its efforts, which would have an adverse effect on its business and operations.
Failure to keep Bitdeer’s solutions and services up-to-date in line with the approximate level of market demand could cause Bitdeer to lose sales, which could have a material adverse effect on Bitdeer’s business, financial condition and results of operations.
In order to operate its business successfully and meet the demands and expectations of its customers, Bitdeer must maintain a certain level of equipment, including but not limited to mining machines, to sustain large scale service when required. Furthermore, Bitdeer is required to maintain an appropriate level of equipment for any unexpected emergency substitute or in preparation of potential outage and sudden service loss. However, forecasts are inherently uncertain. If Bitdeer’s forecasted demand is lower than actual demand or Bitdeer’s risk estimate is much sufficient, Bitdeer may not be able to provide its customers with sufficient hash rate sharing or hosting services in a timely manner, and Bitdeer may lose sales and market share to its competitors.
Bitdeer may be unable to execute its growth strategies or effectively maintain its rapid growth trends.
Bitdeer has experienced rapid growth and significantly expanded its business in recent years. Bitdeer’s total net revenue increased by 110.0% from US$88.8 million in 2019 to US$186.4 million in 2020, and further increased by 111.7% to US$394.7 million in 2021. For the first six months in 2022, Bitdeer generated US$179.6 million in total net revenue, as compared to US$219.7 million generated for the first six months in 2021.
 
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Bitdeer incurred a net loss of US$27.9 million and US$55.8 million for the years ended December 31, 2019 and 2020, respectively, generated a net profit of US$113.8 million and US$82.6 million for the six months ended June 30, 2021 and the year ended December 31, 2021, and incurred a net loss of US$25.2 million for the six months ended June 30, 2022. Bitdeer may not be able to grow its revenue and achieve profitability in the future if Bitdeer is not able to successfully execute its product development and diversification, geographic expansion and other growth plans. In addition, Bitdeer’s rapid growth has placed and will continue to place significant demands on its management and its administrative, operational, research and development and financial resources.
To accomplish Bitdeer’s growth strategies and manage the future growth of its operations, Bitdeer will be required to enhance its research and development capab