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United States securities and exchange commission logo
March 16, 2023
Linghui Kong
Chief Executive Officer
Bitdeer Technologies Group
08 Kallang Avenue
Aperia Tower 1, #09-03/04
Singapore 339509
Re: Bitdeer
Technologies Group
Registration
Statement on Form F-4
Filed March 8, 2023
File No. 333-270345
Dear Linghui Kong:
We have reviewed your 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.
Registration Statement on Form F-4 filed March 8, 2023
BSGA's Board's Review of Valuation, page 135
1. We note your
non-reliance on your outdated projections and your consideration of certain
selected financial
information to support a revised valuation of Bitdeer. In this regard,
explain how the
significant drop in the valuation of Bitdeer ($4.5 billion reduced to $1.18
billion) provided the
Board an "adequate basis" to support consummation of the merger.
Linghui Kong
FirstName LastNameLinghui
Bitdeer Technologies Group Kong
Comapany
March NameBitdeer Technologies Group
16, 2023
March2 16, 2023 Page 2
Page
FirstName LastName
BSGA's Management's Discussion and Analysis of Financial Condition and Results
of
Operation, page 190
2. Please revise to update the discussion indicating that you have not
selected any specific
business combination target.
Critical Accounting Policies
Net Income per Common Share, page 194
3. Please revise to explain how the estimation uncertainties impact your
computation of net
loss per share.
Bitdeer's Management's Discussion and Analysis of Financial Condition and
Results of
Operation, page 220
4. We note the selected unaudited financial information for the year
ended December 31,
2022 disclosed on page 142. Tell us what consideration you gave to
discussing and
analyzing your preliminary results, with disclosure addressing whether
such results reflect
trends consistent with your historical results, and why only
preliminary financial
information is available. Also consider disclosing such information in
the forepart of the
filing.
Experts, page 272
5. We note that you have also included audited financial statements of
Blue Safari Group
Acquisition Corp. as of December 31, 2022. Revise to update the
disclosure regarding the
statement of experts. Refer to Item 10.G of Form 20-F.
Annex D: Valuation Reports of Royson Valuation Advisory Limited, page D-1
6. Please include Royson's updated Valuation Report supporting the
revised valuation of
Bitdeer.
Exhibit 99.10, page II-2
7. The representation included as Exhibit 99.10 indicates that the
registration statement on
Form F-4 relates to the proposed initial public offering in the United
States of the
Company s ordinary shares to be represented by American depositary
shares in
connection with the business combination. However, we note that,
pursuant to the Third
Amendment, the parties agreed to remove the American Depository Share
structure
previously contemplated under the Second Amended Merger Agreement and
instead issue
ordinary shares of BTG as considerations to be paid. Please revise the
description of the
registration statement in your representation, accordingly.
Linghui Kong
FirstName LastNameLinghui
Bitdeer Technologies Group Kong
Comapany
March NameBitdeer Technologies Group
16, 2023
March3 16, 2023 Page 3
Page
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
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 Kyle
Wiley, Staff
Attorney, at (202) 344-5791 or Larry Spirgel, Office Chief, at (202) 551-3815
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Will Cai