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United States securities and exchange commission logo
December 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. 8 to
Draft Registration Statement on Form F-4
Submitted November
23, 2022
CIK No. 0001899123
Dear Linghui 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
November 17, 2022 letter.
Amendment No. 8 to Draft Registration Statement on Form F-4
General
1. Provide disclosure of
any significant crypto asset market developments material to
understanding or
assessing your business, financial condition and results of operations, or
share price since your
last reporting period, including any material impact from the price
volatility of crypto
assets.
2. Revise to address any
material risk or impact that the current crypto asset market
disruption may have on
the use and valuation of Bitdeer's mining machines. Address any
Linghui Kong
Bitdeer Technologies Group
December 23, 2022
Page 2
material risks to Bitdeer resulting from the price and volatility of
Bitcoin, including the
risk that such volatility may impact the ability of Bitdeer to
generate profits from the
operation of its crypto mining machines. In this regard, revise your
disclosure to include a
breakeven analysis comparing the value of one mined Bitcoin to
your cost to mine the
one Bitcoin. Your analysis should identify and explain the inputs used
in your calculation.
3. We note press reports indicating that Bitdeer and its related parties
are involved in setting
up a fund to buy distressed assets from Bitcoin miners. Please
disclose, if material,
Bitdeer's strategy related to purchasing distressed assets from
miners, including a
description of past, current and/or future agreements or plans to
invest in these assets, and
a description of the fund (amount, purpose, etc.). In doing so, advise
how the decrease in
value of these assets has impacted or will impact any investment
strategy related to
purchasing distressed mining assets given the value of mining assets
has decreased due to
market volatility and increased energy costs.
Risk Factors, page 42
4. Describe any material risks to your business from the possibility of
regulatory
developments related to crypto assets and crypto asset markets.
Identify material pending
crypto legislation or regulation and describe any material effects it
may have on your
business, financial condition, and results of operations.
5. To the extent material, describe any of the following risks due to
disruptions in the crypto
asset markets:
Risk from depreciation in your stock price.
Risk of loss of customer demand for your products and services.
Financing risk, including equity and debt financing.
Risk of increased losses or impairments in your investments or
other assets.
Risks of legal proceedings and government investigations,
pending or known to be
threatened, in the United States or in other jurisdictions
against you or your affiliates.
Risks from price declines or price volatility of crypto assets.
Although Bitdeer has an organic way of growing its mining fleet, its business
is nevertheless
capital intensive..., page 44
6. Describe any material financing, liquidity, or other risks you face
related to the impact
FirstName LastNameLinghui Kong
that the current crypto asset market disruption has had, directly or
indirectly, on the value
Comapany NameBitdeer
of the crypto assetsTechnologies Group or the value of your crypto
assets used by others
you use as collateral
as collateral.
December 23, 2022 Page 2
FirstName LastName
Linghui Kong
FirstName LastNameLinghui
Bitdeer Technologies Group Kong
Comapany23,
December NameBitdeer
2022 Technologies Group
December
Page 3 23, 2022 Page 3
FirstName LastName
Changes in international trade policies and international barriers to trade may
have an adverse
effect..., page 58
7. Describe any material risks you face related to the assertion of
jurisdiction by U.S. and
foreign regulators and other government entities over crypto assets
and crypto asset
markets.
Concerns about greenhouse gas emissions and global climate change may result in
environmental taxes..., page 59
8. We note the recent enactment of legislation in New York establishing a
two-year
moratorium on issuing permits for certain cryptocurrency mining
operations that use
carbon-based power sources. Although you do not operate in New York,
discuss the
possibility of similar laws being enacted in jurisdictions that you do
operate in.
Bitcoin exchanges and wallets, and to a lesser extent, the Bitcoin network
itself..., page 62
9. To the extent material, discuss any reputational harm you may face in
light of the recent
disruption in the crypto asset markets. For example, discuss how
market conditions have
affected how your business is perceived by customers, counterparties,
and regulators, and
whether there is a material impact on your operations or financial
condition.
Bitdeer may not have adequate sources of recovery if the cryptocurrencies held
by it are lost...,
page 62
10. We note the media has reported on Matrixport's exposure to recent
distress in the crypto
asset market. We also note that Bitdeer primarily utilizes Matrixport
to dispose of its
crypto assets. Disclose any material losses Bitdeer has incurred or
been exposed to as a
result of its relationship and transactions with Matrixport. Revise
your risk factor
disclosure to describe any material risk to Bitdeer, either direct or
indirect, due to
excessive redemptions, withdrawals, or a suspension of redemptions or
withdrawals, of
crypto assets from Matrixport or other exchanges or platforms Bitdeer
may use. Identify
any material concentrations of risk and quantify any material
exposures.
Bitdeer requires certain approvals, licenses, permits and certifications to
operate. Any failure to
obtain or renew..., page 72
11. We note your disclosure that Bitdeer is required to maintain certain
approvals and
licenses in accordance with the laws and regulations in the
jurisdictions in which it
operates. With a view towards revised disclosure, advise whether there
are governmental
licenses and authorizations required for Bitdeer to offer its products
and services to
customers. Describe any material risks you face from unauthorized or
impermissible
customer access to your products and services outside of jurisdictions
where you have
attained the applicable permissions, if any. Describe any steps you
take to restrict access
of U.S. persons to your products and services and any related material
risks.
Linghui Kong
FirstName LastNameLinghui
Bitdeer Technologies Group Kong
Comapany23,
December NameBitdeer
2022 Technologies Group
December
Page 4 23, 2022 Page 4
FirstName LastName
Bitdeer's management and compliance personnel have limited experience handling
a listed...,
page 80
12. To the extent material, describe any gaps your board or management
have identified with
respect to risk management processes and policies in light of current
crypto asset market
conditions as well as any changes they have made to address those
gaps.
Certain Projected Information of Bitdeer, page 136
13. We note the projections provided by Bitdeer to BSGA included in your
registration
statement were prepared in December 2021 for the two-year period
ending December 31,
2022. Given the age of the projections and the recent volatility,
bankruptcies and
financial distress in the crypto asset market, please confirm whether
or not the projections
still reflect management s views on future performance. Describe
what consideration
your board gave to obtaining updated projections or a lack of reliance
upon the
projections. In doing so, address whether key assumptions underlying
the projections
have reflected actual performance (including, but not limited to, the
price of Bitcoin and
Bitdeer s proprietary and total network hash rate and the number and
efficiency of its
mining machines).
Information Related to Bitdeer, page 190
14. We note your disclosure that disposal of crypto assets has been
"primarily" to Matrixport
Group. Please tell us the frequency with which you withdraw fiat
currency from
Matrixport. With a view towards revised disclosure, advise whether
Bitdeer is dependent
on any other platforms to liquidate its Bitcoin or other crypto assets
or convert such crypto
assets into fiat currency. Address the company's reliance on any such
platform. Additionally, to the extent material, discuss how recent
market events,
including the bankruptcies of certain crypto market participants
(including, but not limited
to, FTX, Alameda Research, Core Scientific, Compute North, Voyager
Digital and Celsius Mining), and the downstream effects of those
events have impacted or
may impact Bitdeer's business, financial condition, customers, and
counterparties, either
directly or indirectly. Clarify whether Bitdeer has material assets
that may not be
recovered due to the bankruptcies or may otherwise be lost or
misappropriated.
15. If material to an understanding of your business, describe any direct
or indirect exposures
to other counterparties, customers, custodians, or other participants
in crypto asset markets
known to:
Have filed for bankruptcy, been decreed insolvent or bankrupt,
made any assignment
for the benefit of creditors, or have had a receiver appointed
for them.
Have experienced excessive redemptions or suspended redemptions
or withdrawals
of crypto assets.
Linghui Kong
FirstName LastNameLinghui
Bitdeer Technologies Group Kong
Comapany23,
December NameBitdeer
2022 Technologies Group
December
Page 5 23, 2022 Page 5
FirstName LastName
Have the crypto assets of their customers unaccounted for.
Have experienced material corporate compliance failures.
16. We note your disclosure on page 200 that Bitdeer's custody accounts in
Matrixport Group
are protected by username, password, and hardware tokens. If material
to an
understanding of your business, discuss any other steps you take to
safeguard your
customers crypto assets and describe any policies and procedures
that are in place to
prevent self-dealing and other potential conflicts of interest.
Describe any policies and
procedures you have regarding the commingling of assets, including
customer assets, your
assets, and those of affiliates or others. Identify what material
changes, if any, have been
made to your processes in light of the current crypto asset market
disruption.
Additionally, to the extent not already addressed on page 62, describe
any material risks
related to safeguarding your, your affiliates , or your customers
crypto assets. Describe
any material risks to your business and financial condition if your
policies and procedures
surrounding the safeguarding of crypto assets, conflicts of interest,
or comingling of assets
are not effective.
Policies and Procedures Related to Our Cryptocurrencies, page 198
17. We note your revised disclosures on pages 233 and 234 in response to
prior comment
2. Consistent with our prior comment, in light of your historical use
of cash in operating
activities, please also revise the disclosure on page 199 indicating
anticipated cash flow
from operations, in addition to your cash reserves, will be sufficient
to meet your current
and anticipated working capital requirements and capital expenditures.
18. You state that "[t]he legal test for determining whether any given
digital asset is a
security, as described above, is a highly complex, fact-driven
analysis that may evolve
over time, that the SEC "generally does not provide sufficient
guidance or confirmation
on the status of any particular digital asset as a security," and that
"the SEC s views in this
area have evolved over time and it is difficult to predict the
direction or timing of any
continuing evolution." Please remove these statements as the legal
tests are well
established by U.S. Supreme Court case law and staff have issued
reports, orders, and
statements that provide guidance on when a crypto asset may be a
security for purposes of
the U.S. federal securities laws.
19. We note your response to prior comment 14 in your letter dated
December 21, 2022. You
advise that Bitdeer "expects to collect or fully redeem all lending or
wealth management
products previously purchased from Matrixport Group by the end of
December of 2022
and Bitdeer does not foresee any issues with such collection or
redemption." Update your
registration statement to reflect this response regarding the status
of Bitdeer's investments
with Matrixport and its plans for any future business with Matrixport.
Your revised
disclosure here and on page 245 should clearly disclose, as of the
date of your registration
statement, all loans and transactions with Matrixport, including
wealth management
Linghui Kong
Bitdeer Technologies Group
December 23, 2022
Page 6
products or amounts that are otherwise owed or due to Matrixport.
Refer to Item 7.B. of
Form 20-F.
Bitdeer's Management's Discussion and Analysis of Financial Condition and
Results of
Operations, page 214
20. Disclose whether you have experienced, either directly or indirectly,
prohibitions from
redeeming or withdrawing crypto assets and explain the potential
effects on your financial
condition and liquidity.
21. We note that you own or have issued crypto assets and/or hold crypto
assets on behalf of
third parties. To the extent material, explain whether these crypto
assets serve as
collateral for any loan, margin, rehypothecation, or other similar
activities to which you or
your affiliates are a party. If so, identify and quantify the crypto
assets used in these
financing arrangements and disclose the nature of your relationship
for loans with parties
other than third-parties. State whether there are any encumbrances on
the collateral.
Discuss whether the current crypto asset market disruption has
affected the value of the
underlying collateral.
22. To the extent material, explain whether, to your knowledge, crypto
assets you own or have
issued serve as collateral for any other person s or entity s
loan, margin, rehypothecation
or similar activity. If so, discuss whether the current crypto asset
market disruption has
impacted the value of the underlying collateral and explain any
material financing and
liquidity risk this raises for your business.
23. Your disclosure states Bitdeer has "historically achieved significant
growth in recent
periods." In light of recent market events related to Bitdeer's
business, advise whether
Bitdeer expects to continue to achieve the same or similar level of
growth in future
periods. Amend your disclosure to discuss whether (or not) Bitdeer
expects this growth
trend to continue. In this regard, we also note your response dated
December 21, 2022 to
prior comment 14 indicating that the "decrease in Bitcoin price resulted
from the FTX
bankruptcy is expected to negatively impact Bitdeer s mining yields."
Relatedly, we note
your disclosure on page 45 that Bitdeer may not be able to maintain or
increase
FirstName LastNameLinghui Kong
its profitability over the long term. Revise this risk factor disclosure
to address the impact
Comapany NameBitdeer
of current events inTechnologies Group
the crypto asset market and acknowledge in your
"Overview" on page
214 23,
December that2022
yourPage
recent
6 growth trends may not continue.
FirstName LastName
Linghui Kong
FirstName LastNameLinghui
Bitdeer Technologies Group Kong
Comapany23,
December NameBitdeer
2022 Technologies Group
December
Page 7 23, 2022 Page 7
FirstName LastName
Key Factors Affecting Our Results of Operations
Price and volatility of Bitcoin, page 218
24. Please revise to also disclose the impact on the use and valuation of
your mining machines
from the price and volatility of Bitcoin. In this regard, address the
risk that crypto mining
machines would have to be shut down for lack of profitability once the
price of Bitcoin
declines below a certain amount. In addition, please also balance your
disclosure with a
discussion of the depreciation potential in light of the significant
decline in Bitcoin prices
since November 2021.
Cryptocurrency Services Provided by Matrixport Group, page 245
25. Revise to explain how Bitdeer s management personnel have
significant influence over
Matrixport.
Bitdeer Technologies Holding Company and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
Note 20. Related Party Transactions, page F-58
26. We continue to consider your responses to comment 3 in your letter
dated September 6,
2022, to comments 2 and 3 in your letter dated November 3, 2022, and
to comment 7 in
your letter dated November 23, 2022, in addition to your response
letter dated December
21, 2022, regarding your accounting for cryptocurrency lending
transactions and wealth
management products and may have further comment.
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
Patrick Faller, Staff
Attorney, at (202) 551-4438 or Larry Spirgel, Office Chief, at (202) 551-3815
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Will Cai