View:
United States securities and exchange commission logo
January 31, 2023
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. 9 to
Draft Registration Statement on Form F-4
Submitted January
11, 2023
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
December 23, 2022 letter.
Amendment No. 9 to Draft Registration Statement on Form F-4
Bitdeer's results of operations have been and are expected to continue
to be significantly
impacted by Bitcoin price fluctuation, page 42
1. We note the changes
made in response to prior comment 2. It is unclear why the dated
information from Frost
& Sullivan on page 43 effectively illustrates the risk being
presented, especially
in light of the current price of Bitcoin. Please revise or advise.
Bitdeer may not have adequate sources of recovery if the
cryptocurrencies held by it are lost,
stolen or destroyed..., page 65
Linghui Kong
Bitdeer Technologies Group
January 31, 2023
Page 2
2. To further illustrate the risk being presented, consider adding
disclosure detailing the
material differences between using a crypto exchange versus a bank as
custodian for a
material amount of your assets.
Risk Factors
The nature of Bitdeer's business requires the application of complex financial
accounting rules...,
page 73
3. Please revise to explain how actions by the FASB impact your financial
statements,
considering that your financial statements are prepared and presented
in accordance with
IFRS as issued by IASB.
Information Related to Bitdeer, page 198
4. We note your response to prior comment 16. Please include the last two
bullet points as
disclosure in your filing.
Information Related to Bitdeer
Energy, page 211
5. In light of the importance of energy to your operations, please
provide detail about the
production of energy used at your mining datacenters. For example,
discuss whether the
power suppliers at each of your datacenters are coal-fired plants or
hydroelectric
facilities. Explain how the ratio of carbon-free power supply is
calculated and how your
datacenters in Pangborn, Molde and Tydal have all achieved 100%
ratios.
Key Factors Affecting Our Results of Operations
Price and volatility of Bitcoin, page 226
6. We note your revised disclosure in response to prior comment 24. Your
discussion of the
FirstName LastNameLinghui Kong
depreciation potential should include a discussion of the amount by
which Bitcoin prices
Comapany
haveNameBitdeer
declined sinceTechnologies Groupsimilar to your discussion of the
appreciation of
November 2021,
JanuaryBitcoin through
31, 2023 Page 2November 2021. Please revise.
FirstName LastName
Linghui Kong
FirstName LastNameLinghui
Bitdeer Technologies Group Kong
Comapany
January 31,NameBitdeer
2023 Technologies Group
January
Page 3 31, 2023 Page 3
FirstName LastName
Bitdeer's Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Quantitative and Qualitative Disclosure about Financial Risk
Liquidity Risk, page 248
7. We note your revised disclosure in response to prior comment 17. We
note that in this
section you also continue to indicate that anticipated cash flow from
operations, in
addition to cash and cash equivalents, will be sufficient to meet your
current and
anticipated working capital requirements and capital expenditures.
Please revise any
reference to anticipated cash flow from operations, in light of your
historical use of cash
in operating activities.
Bitdeer Technologies Holding Company and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
Note 20. Related Party Transactions, page F-58
8. 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 letter dated
December 21, 2022,
regarding your accounting for cryptocurrency lending transactions and
wealth
management products and may have further comment.
9. We note your revised disclosure in response to prior comment 25 that
your founder and
sole director is the co-founder and chairman of the board of directors
of Matrixport
Group. Please also elaborate on the nature of this relationship in
your notes to the
financial statements. Refer to ASC 850-10-50-1(a).
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