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United States securities and exchange commission logo
February 23, 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. 1 to
Draft Registration Statement on Form F-4
Submitted January
24, 2022
CIK No. 0001899123
Dear Mr. Kong:
We have reviewed your amended 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. Unless we note otherwise, our references to prior comments are
to comments in our
January 11, 2022 letter.
Amendment No. 1 to Draft Registration Statement on Form F-4
Cover Page
1. We note your response
to prior comment 48. Please revise your cover page disclosure in a
similar fashion to
clarify the mechanics of your Business Combination and your reasons
for structuring the
transaction in three steps.
Linghui Kong
FirstName LastNameLinghui
Bitdeer Technologies Group Kong
Comapany23,
February NameBitdeer
2022 Technologies Group
February
Page 2 23, 2022 Page 2
FirstName LastName
Questions and Answers About the Proposals
Q. What are the U.S. federal income tax consequences..., page 20
2. We note your responses to prior comments 6 and 26 but are unable to
agree. Both
BSGA and Bitdeer investors are receiving registered securities
pursuant to the registration
statement. Therefore, your representations as to the material tax
consequences must cover
both groups of investors. If you do not believe that the tax
consequences to Bitdeer
investors as a result of the Business Combination will be material (as
indicated in your
response to prior comment 26), revise your disclosure to make this
clear.
Summary of the Proxy Statement/Prospectus
Reasons for BSGA Board's Approval of the Business Combination, page 24
3. We note your response to prior comment 9. Further clarify whether
there are any actions
or representations by Bitdeer management that support your belief that
the funds received
in the Business Combination will remain on the balance sheet.
Risk Factors
Growth in the popularity and the use of other blockchain networks..., page 61
4. We note your disclosure added in response to prior comment 16. Explain
why Bitcoin
"enjoys a first-to-market advantage over other networks such as PoS
networks." Explain
what "advantages" PoS networks may eventually provide over PoW
networks. Please
provide brief explanations of Proof of Work, Proof of Stake, Delegated
Proof of Stake,
Proof of SpaceTime and Proof of Capacity.
A market for BTG ADSs may not develop, which would adversely affect..., page 86
5. We note your response to prior comment 17. Please further expand this
generic risk factor
to specifically address the number of ADSs held by Mr. Wu and your
other insiders as
compared to those held by investors who will comprise your public
market.
Appraisal Rights, page 101
6. We note your added disclosure in response to prior comment 19.
However, your
instructions to investors who may be interested in exercising their
appraisal rights
continues to require investors to specifically refer to "the First
SPAC Merger." Unless the
vote on the First SPAC Merger could occur at a different time than the
votes on the other
component mergers to the Business Combination, you should consider
referring to "the
Business Combination" to avoid potential confusion.
Information Related to Bitdeer
Hosting, page 185
7. Please provide an explanation of the contract terms that may differ
among long-term
hosting customers.
Linghui Kong
Bitdeer Technologies Group
February 23, 2022
Page 3
Our Cryptocurrencies
Cryptocurrencies and Protocols Involved in Our Business, page 186
8. Please specify the percentage of your mining operations that each
digital asset represents.
Policies and Procedures Related to Our Cryptocurrencies, page 186
9. We note your disclosure on page 186 regarding "stablecoins." Please
revise to explain
what you mean by the term stablecoin as this term is used in a
number of contexts and
does not have a fixed meaning. Please also describe in greater detail
the reasons why you
hold or may hold stablecoins and your policies and procedures with
respect to holding or
acquiring stablecoins. In regards to the statement that "stablecoins
accounted for 1.5%,
15.3% and 63.0% in carrying value as of respective year/period end,"
please identify the
stablecoins that you hold and the percentage that each represents. In
regards to the
statement that "Except for stablecoins, we do not leverage
cryptocurrencies that we hold,
including Bitcoin, to generate additional income, through lending,
hedging or
otherwise," please tell us how you use stablecoins to generate
additional income.
10. We note your response to prior comment 29 and your cross-references to
risk factor
disclosure. However, we do not see any risk factor disclosure relating
to potential
securities law issues if any of your cryptocurrencies are deemed to be
securities in the
future. Please revise.
Bitdeer Technologies Holding Company and Subsidiaries
Notes to the Unaudited Condensed Combined and Consolidated Financial Statements
Note 3. Changes in Significant Accounting Policies
b. Cryptocurrency lending, page F-35
11. We note the discussion of loans of cryptocurrency. Provide an
accounting analysis with
citation to authoritative literature supporting your accounting
treatment.
Notes to the Combined Financial Statements
Note 2. Summary of Significant Accounting Policies
h. Cryptocurrencies, page F-62
12. We note that cost is calculated using the weighted average cost method
when determining
impairment. Tell us why you do not use the carrying amount as
determined for an
individual asset. Please cite the literature that supports your
accounting.
l. Mining machines, page F-64
FirstName LastNameLinghui Kong
13. We note from your response to prior comment 39 that your estimate of the
useful life of
Comapany NameBitdeer
mining machines isTechnologies Group two years. Please disclose the
nature and amount
currently generally
of 23,
February the 2022
effectPage
of this
3 change in accounting estimate. Refer to paragraph
39 of IAS 8.
FirstName LastName
Linghui Kong
FirstName LastNameLinghui
Bitdeer Technologies Group Kong
Comapany23,
February NameBitdeer
2022 Technologies Group
February
Page 4 23, 2022 Page 4
FirstName LastName
14. In response to prior comment 39, you indicate that the net gain or
loss on sale of mining
machines is presented as other revenue included in the revenue line
because the disposal
occurs regularly. Tell us how this presentation complies with the
guidance in paragraph
68 of IAS 16 indicating that gains should not be classified as
revenue. To the extent that
you continue to believe the classification as revenue is appropriate,
please provide us with
a supporting accounting analysis with reference to authoritative
guidance for your
classification of the cash flows related to proceeds from the sale of
mining machines and
cash outflows for the purchase of mining machines as cash flows from
investing
activities.
15. In response to prior comment 39, you indicate that disposal of mining
machines,
considered revenue earning equipment, does not fall under the scope of
IFRS 15 as it is
not an output of Bitdeer s ordinary activities. However, you also
indicate that the disposal
occurs regularly, so Bitdeer has included the net gain or loss on the
sale of mining
machines as other revenue. Please tell us what consideration you gave
to the guidance in
paragraph 68A of IAS 16, by analogy, and the recognition of the gross
proceeds from the
sale of mining machines as revenue and the related cash payments and
cash receipts as
operating activities.
o. Revenue recognition, page F-65
16. We note your response to prior comment 41 regarding your Cloud Hash
Rate offering.
Please revise your revenue recognition policy to address the
clarifying information
provided in the response. In addition, please clarify how the hash
rate charge or fee is
determined. Indicate whether you are providing each customer a
specified amount of
computational power per second. Clarify if the performance obligation
is actually
validating blocks on the blockchain for your customers by providing
computation power.
If so, provide your analysis of whether a mining reward would come to
you thus making
you the principal.
17. We note your response to prior comment 43 and continue to evaluate
your analysis.
18. You indicate in response to prior comment 44 that you only earn
proprietary mining
revenue from mining rewards from your participation in mining pools.
Please clarify this
in your disclosure. In addition, please explain what differentiates
the revenue you earn as
a result of your mining activity from the revenue you earn from
additional rewards from
mining pools. Describe the plan or contract that results in additional
rewards. Clarify how
you are compensated for mining activities that do not include the
additional reward.
Describe your obligations under these plans and indicate whether you
are obliged to
provide promises other than providing computational power. That is,
please clarify the
nature of the mining activities and explain how those activities each
represent
a performance obligation under each contract or plan.
Linghui Kong
FirstName LastNameLinghui
Bitdeer Technologies Group Kong
Comapany23,
February NameBitdeer
2022 Technologies Group
February
Page 5 23, 2022 Page 5
FirstName LastName
19. You state, "The Group performs mining activities with its own mining
machines to earn
cryptocurrency reward." Please clarify whether the Company is only
compensated for
successful block placement by the pool operator; that is, is the
Company entitled to any
compensation for mining activities provided for a block that the pool
operator is not
successful in placing? Please clarify your enforceable rights and
obligations over the
period of providing computational power to the mining pool.
20. Please clarify your disclosures in Note 3, Use of Judgments and
Estimates, that
states, The Group estimates the amount of cryptocurrency earned in
a given day based on
the amount of hash rate it appropriates into the applicable practice
as well as data feed
from the mining pools. Tell us what the phrase appropriates in
the applicable practice
means. Clarify why you need to estimate the amount of cryptocurrency
earned and
indicate for which products you make this estimate. Explain how you
determine that
you earn a cryptocurrency from your mining activity.
21. Please clarify the time periods between successful placement of a
block on the blockchain
by the pool operator, receipt of confirmation, and receipt of
consideration.
22. We note that in Cloud Hosting arrangements you keep sold machines on
premises and run
and maintain it for customers. Indicate whether a customer ever gets
control or can take
possession of sold machines. Tell us how such a machine is disposed.
Clarify whether
you can utilize the machine for another customer. In addition, please
tell us whether any
of the customers that purchased the machines also participate in the
Cloud Hash offering.
Note 19. Subsequent Events, page F-91
23. We note your revised disclosure in response to prior comment 47. You
indicate that the
preliminary estimated fair value per share of the RSUs granted ranged
between $0.17 and
$0.27. Please confirm that this is the fair value of the underlying
ordinary shares that the
RSUs represent upon vesting. Otherwise, provide us with the underlying
share price
assumptions. As previously requested, please tell us how the estimated
fair value per
share compares to your valuations. In this regard, explain the
underlying factors
contributing to the increase in the per share fair value. In addition,
please elaborate on the
terms of the RSUs, including why there is an exercise price on
restricted share units and
the vesting pattern of the RSUs in 2 to 7 years. Finally, please
disclose the expected
impact of share-based compensation on your financial statements.
Linghui Kong
FirstName LastNameLinghui
Bitdeer Technologies Group Kong
Comapany23,
February NameBitdeer
2022 Technologies Group
February
Page 6 23, 2022 Page 6
FirstName LastName
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