SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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Bitdeer Technologies Group

(Exact name of registrant as specified in its charter)

08 Kallang Avenue

Aperia tower 1, #09-03/04

Singapore 339509

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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2023 Share Incentive Plan

(Full title of the plan)

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

+1 800-221-0102

(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”).

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”). ☐

 

Copies to:

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

 

 

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

 

The following documents filed or to be filed (other than portions of these documents furnished or otherwise not deemed filed) by Bitdeer Technologies Group (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) are incorporated by reference as of their respective dates and deemed to be a part hereof:

 

 

 

 

All documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference in this registration statement will be deemed to be modified or superseded to the extent that a statement contained in this registration statement or in any other later filed document that also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to be a part of this registration statement.

 

 

Not applicable.

 

 

Not applicable.

 

 

The laws of the Cayman Islands do not limit the extent to which a company’s articles of association may provide for indemnification of directors and officers, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. The Registrant’s amended and restated articles of association, adopted by its shareholders on March 8, 2023 and effective on April 13, 2023 provides that the Registrant shall indemnify its directors and officers against all actions, proceedings, costs, charges, expenses, losses, damages, or liabilities incurred or sustained by such persons in their capacity as such, other than by reason of such persons’ own dishonesty, willful default, or fraud, in or about the conduct of the Registrant’s business or affairs or in the execution or discharge of his or her duties, powers, authorities or discretions (including as a result of any mistake of judgment), including without prejudice to the generality of the foregoing, any costs, expenses (including reasonable attorney; fees), losses or liabilities incurred by such persons in defending (whether successfully or otherwise) any civil proceedings concerning the Registrant or its affairs in any court whether in the Cayman Islands or elsewhere.

 

Pursuant to the indemnification agreement, the form of which was filed as Exhibit 10.4 to the Registrant’s registration statement on Form F-4, as amended (File No. 333-270345), the Registrant has agreed to indemnify its directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being directors or officers of the Registrant.

 

In addition, the Registrant maintains a directors and officers liability insurance policy for its directors and officers.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

 

Not applicable.

 

 

See the Index to Exhibits attached hereto.

 

 

 

 

 

 

 

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement;

 

 

 

 

 

EXHIBIT INDEX

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Singapore on June 23, 2023.

 

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, severally and not jointly, each of Jihan Wu and Linghui Kong, with full power to act alone, as his or her true and lawful attorney-in-fact, with the power of substitution, for and in such person’s name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities on June 23, 2023.

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Bitdeer Technologies Group has signed this registration statement or amendment thereto in New York, New York on June 23, 2023.

 

June 23, 2023

 

Dear Sirs

Bitdeer Technologies Group (the Company)

We have acted as Cayman Islands counsel to the Company in connection with the Company’s registration statement on Form S-8, including all amendments and supplements thereto (the Registration Statement), as filed with the U.S. Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933, as amended to date (the Act). The Registration Statement relates to the reservation for issuance of 21,877,912 class A ordinary shares of a par value of US$0.0000001 each (the Shares), upon granting of certain awards under the 2023 Share Incentive Plan effective on 13 April 2023 (the Plan).

 

We are furnishing this opinion as Exhibits 5.1 to the Registration Statement.

 

 

For the purposes of giving this opinion, we have examined copies or drafts of the following documents (the Documents):

 

 

 

 

 

 

 

 

 

 

 

 

In giving this opinion we have relied upon the assumptions set forth in this paragraph 2 without having carried out any independent investigation or verification in respect of those assumptions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

On the basis of the examinations and assumptions referred to above and subject to the limitations and qualifications set forth in paragraph 4 below, we are of the opinion that:

 

Valid Issuance of Shares

 

 

 

 

 

 

 

 

 

 

as notice of these matters might not be entered on the Register of Writs immediately or updated expeditiously or the court file associated with the matter or the matter itself may not be publicly available (for example, due to sealing orders having been made). Furthermore, we have not conducted a search of the summary court. Claims in the summary court are limited to a maximum of CI $20,000.

 

 

 

 

 

 

 

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

 

This opinion may be used only in connection with the issuance of the Shares while the Registration Statement is effective.

 

Yours faithfully

 

Ogier

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 19, 2023, with respect to the audited consolidated financial statements of Bitdeer Technologies Holding Company (the “Company”) appearing in the Annual Report on Form 20-F of the Company for the year ended December 31, 2022.

www.malonebailey.com

Houston, Texas

June 23, 2023

Exhibit 107

 

CALCULATION OF FILING FEE TABLE

 

FORM S-8

 

(Form Type)

 

BITDEER TECHNOLOGIES GROUP

 

(Exact Name of Registrant as Specified in its Charter)

 

Not Applicable

 

(Translation of Registrant’s Name into English)

 

 

(1)

Represents 21,877,912 Class A ordinary shares, par value US$0.0000001 per share, of the registrant (the “Ordinary Shares”) authorized for issuance under the 2023 Share Incentive Plan (the “2023 Plan”). Pursuant to the 2023 Plan, the maximum aggregate number of Ordinary Shares (the “Maximum Shares”) which may be authorized pursuant to any awards shall initially be the product of (i) 2,548,933,157, multiplied by (ii) the Exchange Ratio, as defined in that certain amended and restated agreement and plan of merger dated December 15, 2021, by and among the Company, Bitdeer Technologies Holding Company, Blue Safari Group Acquisition Corp., and other partier thereto, as amended on May 30, 2022, December 2, 2022, and March 7, 2023, respectively. The Exchange Ratio is approximately 0.00858, and the Maximum Shares is 21,877,912.