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United States securities and exchange commission logo
June 30, 2022
Linghui Kong
Chief Executive Officer
Bitdeer Technologies Group
08 Kallang Avenue
Aperia Tower 1, #09-03/04
Singapore 339509
Re: Bitdeer
Technologies Group
Amendment No. 4 to
Draft Registration Statement on Form F-4
Submitted June 10,
2022
CIK No. 0001899123
Dear Mr. Kong:
We have reviewed your amended 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our May
10, 2022 letter.
Amendment No. 4 to Draft Registration Statement on Form F-4
Selected Historical Financial Information of BSGA, page 31
1. Please revise to ensure
that all amounts presented in the selected historical financial
information tables
agree to your financial statements. For example only, you indicate that
net cash provided by
financing activities for the period ended December 31, 2021 was
$413,417; however, your
statement of cash flows on page F-21 indicates the amount is
$58,887,044.
Linghui Kong
FirstName LastNameLinghui
Bitdeer Technologies Group Kong
Comapany
June NameBitdeer Technologies Group
30, 2022
June 30,
Page 2 2022 Page 2
FirstName LastName
Unaudited Pro Forma Condensed Combined Statement of Operations..., page 107
2. We note that adjustments (AA) and (BB) represent adjustments to
eliminate nonrecurring
transaction costs that are reflected in the historical financial
statements. Please revise as
these adjustments do not comply with the recently revised pro forma
requirements in
Article 11 of Regulation S-X. Refer to Section II.D.1.c of the
adopting release on the
Commission s website at
https://www.sec.gov/rules/final/2020/33-10786.pdf.
Bitdeer's Management's Discussion and Analysis of Financial Condition...
Overview, page 203
3. Please clarify your disclosure here, and throughout your filing, that
you generated 3.9
EH/s hosting hash rate from customer-owned mining machines hosted in
your mining
datacenters. In this regard, explain which of your business lines
generated this hash rate.
Bitdeer Technologies Holding Company and Subsidiaries
Notes to the Combined and Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
h. Cryptocurrencies, page F-44
4. We note your responses to prior comments 10 and 11 in your letter
dated April 6, 2022
and continue to evaluate your analysis.
5. We note your response to prior comment 13 in your letter dated April
6, 2022 and your
revised disclosure in response to prior comment 3 and continue to
evaluate your analysis.
6. You state that substantially all of your cryptocurrencies are received
from your revenue
arrangements. As such, please reconcile the additions to the balance
of cryptocurrencies,
as noted from your rollforward on page F-62, to total revenue
recognized during the
periods and explain the nature of the other additions.
p. Revenue recognition, page F-47
7. We note your responses to prior comments 15, 16, 17, and 19 in your
letter dated April 6,
2022 regarding Cloud Hash Rate and Cloud Hosting arrangements and
continue to
evaluate your analysis. As you proposed on the call with the Staff on
June 28, 2022,
please provide us with your comprehensive analysis supporting your
accounting position,
including the specific rights and obligations of each of the parties
in the arrangements and
your application of the authoritative accounting guidance.
8. In regard to your Cloud Hash Rate arrangements, you state that
customers are able to use
the computing power you provide to make transaction validation
arrangements with
mining pools to obtain mining rewards. You also state on page 209,
Customers are able
to use the subscribed computing power provided by us to enter into
transaction validation
arrangements with mining pools to obtain mining rewards. Please
clarify your
disclosure, consistent with your response to prior comment 17 in your
letter dated April 6,
Linghui Kong
Bitdeer Technologies Group
June 30, 2022
Page 3
2022 indicating that mining pool operators do not have separate contracts
with the Cloud
Hash Rate customers.
9. You indicate in your response to prior comment 19 in your letter dated
April 6, 2022 that
you reassessed the accounting for Cloud Hosting arrangements and instead
of recognizing
the upfront payment as revenues upon the deployment of mining machines,
the upfront
payment should be recognized over the life of the mining machines. In
addition, we note
from your prior filings that you previously recognized the upfront
payment net of the
remaining net book value of the associated mining machine. Please explain
the financial
impact of these changes in accounting and revise to disclose the error in
the prior financial
statements.
10. We note that you provide General Hosting services to enable your
customers to run
blockchain computing operations. Please explain the basis for your
accounting for these
arrangements and address the following:
Explain the material rights and obligations of the parties to the
contract, including,
but not limited to, your promises to the customer and the transaction
price. Also
provide us with a representative contract.
Tell us whether these arrangements are or contain a lease under IFRS
16 and provide
us with your accounting analysis.
Tell us whether you have control over the customer-owned mining
machine and
provide us with your accounting analysis.
Explain how you determined that your performance obligations are
satisfied over
time and the method used to recognize revenue.
11. In regard to your proprietary mining, please clarify the performance
obligation(s) in your
contracts with mining pool operators. In this regard, you state that you
perform mining
activities by participating in mining pools, but also indicate that
providing computing
power is the only performance obligation in your contracts with mining
pool operators.
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,
FirstName LastNameLinghui Kong
Division of
Corporation Finance
Comapany NameBitdeer Technologies Group
Office of
Technology
June 30, 2022 Page 3
cc: Will Cai
FirstName LastName