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United States securities and exchange commission logo
May 10, 2022
Linghui Kong
Chief Executive Officer
Bitdeer Technologies Group
08 Kallang Avenue
Aperia Tower 1, #09-03/04
Singapore 339509
Re: Bitdeer
Technologies Group
Response Submitted
April 6, 2022 to Comments on Amendment No. 2 to Draft
Registration
Statement on Form F-4
Submitted April 6,
2022
CIK No. 0001899123
Dear Mr. Kong:
We have reviewed your response letter submitted April 6, 2022 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.
Response Submitted April 6, 2022 to Comments on Amendment No. 2 to Draft
Registration
Statement on Form F-4
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
1. We note your response
to prior comments 10 and 11 and continue to evaluate your
analysis.
Linghui Kong
Bitdeer Technologies Group
May 10, 2022
Page 2
Notes to the Combined Financial Statements
Note 2. Summary of Significant Accounting Policies
h. Cryptocurrencies, page F-62
2. We note your response to prior comment 13 and continue to evaluate
your analysis.
3. We note your proposed revised disclosure in response to prior comment
13. Please further
revise to clarify that cryptocurrencies received from your revenue
arrangements are not an
addition to operating activities; rather, an adjustment to remove the
noncash item.
l. Mining machines, page F-64
4. We note your proposed revised disclosure in response to prior comment
14. Please
address the following:
In light of your reassessment of the accounting for Cloud
Hosting arrangements as
noted in response to prior comment 19, please explain the type of
arrangements in
which the sales of mining machines to customers are recognized at
the point in time
when control of the mining machines is transferred to the
customer upon deployment
of the mining machines;
Please clarify what you consider to be the amount of promised
consideration to which
the Group is expected to be entitled; and
Please tell us the nature of amounts collected on behalf of
third parties that are
excluded from revenue and cite the guidance that supports your
accounting.
5. In response to prior comment 14, we note that you reassessed and
concluded the sale of
mining machines should be accounted for in accordance with IFRS 15.
Please provide us
with a reevaluation of 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 and cite the guidance that supports
your accounting.
o. Revenue recognition, page F-65
6. We note your proposed revised disclosure in response to prior comment 18
regarding
proprietary mining arrangements. Consistent with your January 24, 2022
response to
prior comment 45, please also indicate the relative amount of the
transaction verification
fees.LastNameLinghui Kong
FirstName
Comapany
7. NameBitdeer
We note Technologies
your responses to prior Group
comments 15, 16, 17, and 19 regarding
Cloud Hash Rate
May 10,and Cloud
2022 Hosting
Page 2 arrangements and continue to evaluate your analysis.
FirstName LastName
Linghui Kong
FirstName LastNameLinghui
Bitdeer Technologies Group Kong
Comapany
May NameBitdeer Technologies Group
10, 2022
May 10,
Page 3 2022 Page 3
FirstName LastName
8. We note your proposed revised disclosure of the Cloud Hosting
accounting policy in
response to prior comment 19 indicating revenue is recognized ratably
over the term of
the service. Please elaborate on the period over which revenue is
recognized. In this
regard, we note that the upfront payment is for the promise to provide
the computing
power generated from specified mining machines over the life of the
mining machines and
the hosting fees are based on the customer s consumption of
electricity every ten days.
Note 19. Subsequent Events, page F-91
9. We note that you have entered into a loan agreement for 30 million
USDC and purchased
a short-term wealth management product in the amount of 30 million
USDT. Please
explain how you are accounting for these transactions and cite the
literature that supports
your accounting. Describe the material rights and obligations of both
parties to the loan
and the investment. In addition, please explain how the transactions
are reflected in each
of your financial statements.
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