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United States securities and exchange commission logo
January 11, 2022
Warren Huaxin Wen
Chief Financial Officer
Bitdeer Technologies Group
08 Kallang Avenue
Aperia Tower 1, #09-03/04
Singapore 339509
Re: Bitdeer
Technologies Group
Draft Registration
Statement on Form F-4
Submitted December
15, 2021
CIK No. 0001899123
Dear Mr. Wen:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form F-4
Cover Page
1. Please clearly disclose
that you will be classified as a controlled company under the
rules of The Nasdaq
Capital Market and provide clear disclosure in the risk factors section
and as appropriate
throughout the filing in this regard.
Questions and Answers About the Proposals, page 10
2. It is not clear why
shareholders are being asked to separately vote on the Business
Combination and Initial
Mergers Proposals. Revise your current Q&As relating to each or
include a new one
clarifying why.
Warren Huaxin Wen
FirstName LastNameWarren
Bitdeer Technologies Group Huaxin Wen
Comapany
January 11,NameBitdeer
2022 Technologies Group
January
Page 2 11, 2022 Page 2
FirstName LastName
Q: What equity stake will current BSGA Shareholders..., page 17
3. Please revise your tabular disclosures here and as appropriate
throughout the filing to
show the potential impact of interim levels of redemptions.
4. Please revise to disclose all possible sources and extent of dilution
that shareholders who
elect not to redeem their shares may experience in connection with the
business
combination. Provide disclosure of the impact of each significant
source of dilution,
including the amount of equity held by founders and rights retained by
redeeming
shareholders, at each of the redemption levels detailed in your chart,
including any needed
assumptions.
5. It appears that underwriting fees remain constant and are not adjusted
based on
redemptions. Revise your disclosure to disclose the effective
underwriting fee on a
percentage basis for shares at each redemption level presented in your
chart related to
dilution.
Q: What are the U.S. federal income tax consequences of the Business
Combination..., page 19
6. Revise your answer to this question to clearly state whether BSGA and
Bitdeer investors
should expect the Business Combination to be a taxable transaction for
them. If you must
qualify your answer because of uncertainty, indicate that further
explanation is provided
later in your filing.
Summary of the Proxy Statement/Prospectus , page 20
7. We note the characterization of Bitdeer as "a world-leading technology
company for the
cryptocurrency mining community." Provide your basis for this
statement.
Reasons for BSGA Board's Approval of the Business Combination, page 23
8. Please clarify if the sponsor and its affiliates can earn a positive
rate of return on their
investment, even if other SPAC shareholders experience a negative rate
of return in the
post-business combination company.
9. We note that one of the Board's reasons for approval of the Business
Combination is
"Substantial Retained Proceeds." Please clarify why the Board is
confident that the SPAC
proceeds will not be substantially diminished due to redemptions.
Risk Factors, page 38
10. Please add a risk factor that addresses the risk that your dual-class
structure may render
your ADSs ineligible for inclusion on certain stock market indices,
which could adversely
affect price and liquidity.
11. Please highlight the risk that the sponsor will benefit from the
completion of a business
combination and may be incentivized to complete an acquisition of a
less favorable target
company or on terms less favorable to shareholders rather than
liquidate.
Warren Huaxin Wen
Bitdeer Technologies Group
January 11, 2022
Page 3
12. Disclose the material risks to unaffiliated investors presented by
taking the company
public through a merger rather than an underwritten offering. These
risks could include
the absence of due diligence conducted by an underwriter that would be
subject to liability
for any material misstatements or omissions in a registration
statement.
13. We note that the BTG board will be comprised of individuals who appear
to be located in
or have significant ties to the People s Republic of China, and that
BSGA is headquartered
in Hong Kong. Please disclose any associated legal and operational
risks, such as risks
related to PRC-based regulations or permissions. Please refer to the
Sample Letter to
China-Based Companies, which notes that recent developments with
respect to the
relationship between China and Hong Kong may raise similar risk
considerations for
companies based in Hong Kong. Please also confirm that BTG and its
subsidiaries will not
have any operations in the PRC.
The cryptocurrency industry in which Bitdeer operates is characterized by...,
page 38
14. A significant part of this risk factor focuses on the company's
competitive strengths.
Revise this risk factor to focus on the risk that the company may not
maintain its current
strengths rather than providing quantitative support for its business
achievements.
Bitdeer relies on supplies from a single or a group of third-party
electricity..., page 46
15. We note your disclosure in this risk factor of your reliance on
certain third-party service
providers, including, in some cases, on a single provider. Please
disclose the material
terms of your agreements with such providers, including the term and
any termination
provisions.
Growth in the popularity and use of other blockchain networks other than
PoW..., page 58
16. We note the disclosure that you may diversify your mining business by
expanding it to
other protocols, such as proof of stake. Please disclose whether you
have actually
commenced operations in regards to these other protocols and, if so,
identify each protocol
and the related digital assets you hold.
BSGA shareholders will experience immediate dilution as..., page 79
17. Due to the number of shares that will be held by such a few number of
public shareholders
following the Business Combination, address any risk to the liquidity
of the company's
stock due to possible lack of shares available for trading.
Because under certain attribution rules BTG's non-U.S. subsidiaries may be
treated..., page 91
FirstName LastNameWarren Huaxin Wen
18. Because of the concentration of share ownership with Mr. Wu following
the Business
Comapany NameBitdeer
Combination, it is Technologies
not clear how Group
this risk factor addressing a tax
risk to 10% or greater
Januaryshareholders is applicable.
11, 2022 Page 3 Please advise.
FirstName LastName
Warren Huaxin Wen
FirstName LastNameWarren
Bitdeer Technologies Group Huaxin Wen
Comapany
January 11,NameBitdeer
2022 Technologies Group
January
Page 4 11, 2022 Page 4
FirstName LastName
Appraisal Rights, page 95
19. It is not clear how a shareholder who wants to exercise appraisal
rights with the First
SPAC Merger "but not with the other transactions in the Business
Combination" does so.
Please revise to set forth the steps a shareholder must follow to
exercise appraisal rights.
The Business Combination Proposal
Background of the Business Combination, page 117
20. If your sponsor, a member of management or affiliates have a track
record with SPACs,
please provide balanced disclosure about this record and the outcomes
of the prior
transactions. Please also disclose if the sponsor has other SPACs in
the process of
searching for a target company, whether the SPAC s sponsor
considered more than one
active SPAC to be the potential acquirer and how the final decision
was reached.
BSGA's Board Discussion of Valuation
Certain Projected Information of Bitdeer, page 127
21. We note your operational and financial projections and assumptions for
the year ended
December 31, 2022 and the accompanying breakdown of your managing hash
rate projection. Please provide further granular information
supporting your projection
including the anticipated number of mining machines needed to reach
your projected
managing hash rate, the expected efficiency of the mining machines,
the projected Bitcoin
price, and projected network hash rate. In addition, please indicate
whether you have
agreements in place to increase your total electricity capacity to 974
MW by December
31, 2022. If not, explain your basis for anticipating that such
agreements will be available
and secured in time to support your projected managing hash rate.
Reasons for BSG Board's Approval of the Business Combination, page 130
22. When addressing "Post-Closing Corporate Governance," discuss whether
the Board
considered Mr. Wu's holdings of Class A Ordinary Shares and ADSs
following the
Business Combination, and his ability to sell substantially all such
holdings, yet still retain
control over the company due to his Class V Ordinary Share holdings.
Interests of BSGA Directors and Officers in the Business Combination, page 132
23. Your charter waived the corporate opportunities doctrine. Please
address this potential
conflict of interest and whether it impacted your search for an
acquisition target.
24. We note that certain shareholders agreed to waive their redemption
rights. Please describe
any consideration provided in exchange for this agreement.
25. Disclose the effective per share price paid by the sponsor for its
holdings in the company
based upon the price paid for the Founder's Shares and private
placement of units.
Warren Huaxin Wen
FirstName LastNameWarren
Bitdeer Technologies Group Huaxin Wen
Comapany
January 11,NameBitdeer
2022 Technologies Group
January
Page 5 11, 2022 Page 5
FirstName LastName
Material Tax Considerations
Qualification of the Initial Mergers as a Reorganization, page 152
26. Please note that whenever a representation is made to shareholders who
are receiving
shares in the Business Combination that there should be no material
tax consequences
such representation must be supported by an opinion of tax counsel.
Please ensure that
your to be filed tax opinion addresses all such representations: (1)
the separation of the
BSGA Unit; (2) the conversion of the BSGA Right into Class A; (3) the
receipt of BTG
ADSs in exchange for BSGA Class A Ordinary Shares; and (4) the receipt
of BTG ADS
in exchange for Bitdeer Shares. In addition, the disclosure under this
section should be
focused on the specific tax consequences to current BSGA and Bitdeer
shareholders
receiving shares in the Business Combination. The current discussion
that addresses the
material tax consequence of "the Initial Mergers" is confusing and
should focus on the
material tax consequences of the entire Business Combination. Refer to
Item 601(b)(8) of
Regulation S-K. See also Staff Legal Bulletin No. 19 for further
guidance.
Information Related to Bitdeer, page 174
27. Please describe your digital asset storage and custodial practices in
greater detail and
revise your related risk factor disclosure to discuss risks specific
to your custody
practices. In this regard, we note your disclosure that substantially
all your digital assets
are stored in wallets held in custody by a related party. Please also
file the agreement(s)
governing custody of your digital assets as exhibit(s) to the
registration statement pursuant
to Item 601(b)(10) of Regulation S-K, or explain why you are not
required to file the
agreement(s).
28. You reference holding digital assets other than those you mine in
several places
throughout the filing (such as in the Risk Factors). Please identify
these digital assets and
your holdings of such digital assets. Please describe your policies
and procedures for
holding and selling digital assets, acquired through mining or
otherwise. Please also
explain whether and to what extent you leverage digital assets that
you hold to generate
additional income, such as through lending.
29. Provide a detailed description of the process and framework that you
use to determine
whether any digital assets that you hold or acquire are securities as
defined in Section
2(a)(1) of the Securities Act. Please address the specific risks
inherent in your policy and
framework for determining that digital assets you currently hold or
may acquire and hold
in the future (whether through your mining activities, transactions
involving digital assets,
or otherwise) are not securities. Please describe the limitations of
any policy and
framework you have in this regard, and state that these are risk-based
judgments by the
company and are not a legal standard or determination binding on any
regulatory body.
Warren Huaxin Wen
FirstName LastNameWarren
Bitdeer Technologies Group Huaxin Wen
Comapany
January 11,NameBitdeer
2022 Technologies Group
January
Page 6 11, 2022 Page 6
FirstName LastName
Overview, page 174
30. For context, please disclose your net losses for the relevant periods
alongside your total
revenues here and throughout the filing as appropriate.
Our Business Lines and Software Infrastructure, page 177
31. Please specify the nine cryptocurrencies that are currently
mined on a proprietary or
shared basis, as well as the extent to which your business revolves
around Bitcoin (which
you refer to on page 203 as the most significant cryptocurrency
involved in your
business operation). Please specify the percentage of your mining
operations that each
digital asset represents. Please also disclose whether you intend to
expand your mining
operations to other digital assets in the future, and, if so, please
identify those digital
assets.
32. Please provide a more detailed description of your hash rate
sharing and hosting lines
of business, including the respective roles of the company and the
customers and the terms
of your actual agreements with customers. Please disclose whether you
use a standard
agreement with customers or if agreements are individually negotiated
with each
customer. If the latter, please provide an explanation of the terms
that may differ among
customers.
Bitdeer's Management's Discussion & Analysis of Financial Condition & Results
of Operations
Overview, page 192
33. Please revise to clearly disclose the percentage of revenue
attributable to each offering
described in the second paragraph of this section. This disclosure
should primarily
describe the Proprietary mining and Cloud Hash Rate as they represent
substantially all of
your revenue recognized from your primary business lines.
34. Please revise your disclosure to provide your Profit/(loss) for the
year/period before your
disclosures of the Adjusted EBITDA in your third paragraph discussion.
The IFRS
amounts should be presented with equal or greater prominence than
non-IFRS measures.
Please provide similar revisions when the non-IFRS measures are
presented without the
directly comparable IFRS amounts throughout your filing. Refer to
Question 102.10 of
the Non-GAAP Compliance and Disclosure Interpretations.
Key Components of Our Results of Operations
Revenue
Cloud Hash Rate, page 199
35. Please clarify whether you accept, or intend to accept, digital assets
as payment for
services such as Cloud Hash Rate.
Warren Huaxin Wen
FirstName LastNameWarren
Bitdeer Technologies Group Huaxin Wen
Comapany
January 11,NameBitdeer
2022 Technologies Group
January
Page 7 11, 2022 Page 7
FirstName LastName
Quantitative and Qualitative Disclosure about Financial Risk, page 212
36. Please revise to provide quantitative information for each of your
market risk exposure
categories. Refer to Part I, Item 11(a) of Form 20-F.
Blue Safari Group Acquisition Corp
Notes to Condensed Financial Statements
Note 2 - Restatement of Previously Issued Financial Statements, page F-8
37. We note that the company filed an Item 8.01 Form 8-K on June 21, 2021
that included an
audited balance sheet dated June 14, 2021. We further note that the
company has restated
such balance sheet here on an unaudited basis. Please explain why the
restated balance
sheet was not subject to an audit. Provide your materiality analysis
and ensure that you
address that the changes to the line items are significant.
Bitdeer Technologies Holding Company and Subsidiaries
Notes to the Consolidated Financial Statements, page F-58
38. Please provide disclosure of the amount of revenue and non-current
assets by
geographical areas. Refer to paragraph 33 of IFRS 8.
Note 2. Summary of Significant Accounting Policies
l. Mining machines, page F-64
39. Please explain the basis for accounting for mining machines at cost
less accumulated
depreciation and impairment losses. In this regard, it would appear
that certain mining
machines are held for sale in the ordinary course of business, which
is included in the
definition of inventories in IAS 2. In addition, explain the basis for
your net presentation
of gains and losses on the sale of mining machines within revenue.
Address how you
considered the guidance in paragraphs B34 through B38 of IFRS 15. In
this regard, we
note that you control the mining machine before it is transferred to
the customer. Finally,
please address the basis for the classification on the statements of
cash flows related to
proceeds from the sale of mining machines and the cash outflows for
the purchase of
mining machines held for sale in the ordinary course of business.
o. Revenue recognition, page F-65
40. Please revise to clearly describe the form of consideration received
for each of your
sources of revenue.
Warren Huaxin Wen
FirstName LastNameWarren
Bitdeer Technologies Group Huaxin Wen
Comapany
January 11,NameBitdeer
2022 Technologies Group
January
Page 8 11, 2022 Page 8
FirstName LastName
41. We note that the Cloud Hash Rate offering generates revenues from fees
paid to subscribe
the hash rate as well as electricity which maintains the mining
machines that produce the
subscribed hash rate. Disclose the amount of revenue recognized from
each service. In
addition, please clarify whether the fees for your Cloud Hash Rate
offering is fixed at the
start of a contract term. Explain how you determine the fee for the
electricity component
of this offering, and indicate whether there are instances where the
fixed fee was less than
the electricity charge. In addition, please clarify who maintains
custody of the mined
reward Bitcoin.
42. We note that you offer a certain type of plan that provides your
customers a quicker
recovery of a customer s cost. Revise to disclose the amount of the
additional transaction
price that is part of the mining rewards net of the electricity cost
the customer paid for. In
addition, please explain why you are presenting this reward on a net
basis. Disclose those
amounts here and within your revenue discussion in your results of
operations disclosure.
43. Please tell us whether your Cloud Hash Rate arrangements meet the
definition of a lease
under IFRS 16 and provide a discussion of your analysis.
44. Regarding your proprietary mining, we note that you recognize revenue
when you earn
cryptocurrency reward as a result of performing mining activities with
your own mining
machines. Please confirm that these rewards are earned as a sole
miner. If so, tell us what
consideration you gave to paragraph 6 of IFRS 15 and how you meet all
of the criteria in
paragraph 9 of IFRS 15, including the consideration given to paragraph
10 of IFRS 15.
45. Please clarify whether some or all of your proprietary mining activity
is conducted with
other third party pool participants and collectively provides
transaction verification
services to the blockchain network. If so, clearly disclose the reward
sharing
mechanism you select when participating in your own mining pools. Tell
us the amount
of rewards earned from mining and from fees for transaction
verification. Disclose those
amounts here and within your revenue discussion in your results of
operation disclosure.
Note 15. Taxation, page F-85
46. We note the applicable tax rate of 17% used for purposes of
reconciling your effective tax
rate. Please disclose the basis on which the applicable tax rate is
computed. Refer to
paragraph 81(c) of IAS 12.
Note 19. Subsequent Events, page F-90
47. You indicate that, in July 2021, 1,097,852,000 ordinary shares were
allotted to employees
in the form of restricted share units ( RSUs ). Please disclose
the estimated fair value of
the RSUs. Tell us how the estimated fair value per share compares to
your valuations. In
addition, disclose the amount, if any, of stock-based compensation
expense expected to be
recognized upon any acceleration of any unvested RSUs in connection
with the
consummation of the Acquisition Merger, as noted from your disclosure
on page 5.
Warren Huaxin Wen
FirstName LastNameWarren
Bitdeer Technologies Group Huaxin Wen
Comapany
January 11,NameBitdeer
2022 Technologies Group
January
Page 9 11, 2022 Page 9
FirstName LastName
General
48. Throughout your prospectus/proxy statement, including your cover page
and summary,
you include lengthy, technical descriptions of the mechanics of your
Business
Combination. Much of this description is not necessary for an
understanding of the
material aspects of the Business Combination to shareholders of both
companies. Please
revise the forefront of your document to remove the technical
descriptions of the
agreements underlying the transaction in order to avoid investor
confusion. Where
retained, you should clearly explain the reasons for structuring the
business combination
in three steps with multiple merger subsidiaries (i.e. first SPAC
merger, second SPAC
merger and acquisition merger) with attention given to why an
understanding of these
three steps, and the entire process in general, is material to a
shareholder's vote or receipt
of shares in the merger. For example, if tax considerations are the
impetus for the three
step structure, the importance of this should be clarified for
investors of both companies.
You may contact Melissa Walsh, Senior Staff Accountant, at (202)
551-3224 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Priscilla Dao, Staff
Attorney, at (202) 551-5997 or Larry Spirgel, Office Chief, at (202) 551-3815
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Will Cai