SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Bitdeer Technologies Group

(Exact name of registrant as specified in its charter)

08 Kallang Avenue

Aperia tower 1, #09-03/04

Singapore 339509

---

2023 Performance Share 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)

---

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:

Linghui Kong		Will H. Cai, Esq.
Chief Executive Officer		Cooley LLP
08 Kallang Avenue		c/o 35th Floor
Aperia tower 1, #09-03/04		Two Exchange Square
Singapore 3395091		8 Connaught Place
		Central, Hong Kong

---

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.

 

Item 9.

Undertakings

 

 

 

 

 

 

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 November 6, 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 November 6, 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 November 6, 2023.

 

6

---

Bitdeer Technologies Group	D  +852 3656 6054 / +852 3656 6073
	E  nathan.powell@ogier.com
	rachel.huang@ogier.com
	Reference: NMP/RYH/181962.00002

1	Documents examined

(a)

the certificate of incorporation of the Company dated 8 December 2021 issued by the Registrar of Companies of the Cayman Islands (the Registrar);

(b)

the written resolutions of all the directors of the Company approving the change of the Company's registered office passed and filed with the Registrar on 9 June 2023 (the Change of RO Resolutions);

(c)

the amended and restated memorandum and articles of association of the Company adopted by a special resolution passed on 8 March 2023 and effective at the Acquisition Merger Effective Time (as defined therein) and filed with the Registrar on 13 April 2023 (together with the Change of RO Resolutions, the Memorandum and Articles);

(d)

a certificate of good standing dated 1 November 2023 (the Good Standing Certificate) issued by the Registrar in respect of the Company;

(e)

the register of directors and officers of the Company dated 4 August 2023 (the Register of Directors);

(f)

the register of mortgages and charges of the Company dated 28 July 2023 (together with the Register of Directors, the Registers);

(g)

a certificate from a director of the Company dated 6 November 2023 as to certain matters of facts (the Director's Certificate);

(h)

the Register of Writs at the office of the Clerk of Courts in the Cayman Islands as inspected by us on 6 November 2023 (the Register of Writs);

(i)

a search on the Cayman Online Registry Information Service conducted against the Company at the Registrar on 6 November 2023 (the CORIS Search);

(j)

the written resolutions of the board of directors of the Company passed 19 June 2023 and the written resolutions of the board of directors of the Company passed on 3 November 2023 approving, among other things, the Company's filing of the Registration Statement and the adoption of the Plan (together, the Board Resolutions);

(k)

the Plan; and

(l)

the Registration Statement.

2	Assumptions

(a)

all copies of documents examined by us (whether in facsimile, electronic or other form) conform to the originals and those originals are authentic and complete;

(b)

all signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine;

(c)

each of the Good Standing Certificate, the Registers and the Director’s Certificate is accurate and complete as at the date of this opinion;

(d)

the CORIS Search which we have examined is accurate and that the information disclosed by the CORIS Search is true and complete and that such information has not since been altered;

(e)

all copies of the Registration Statement are true and correct copies and the Registration Statement conform in every material respect to the latest drafts of the same produced to us and, where the Registration Statement has been provided to us in successive drafts marked-up to indicate changes to such documents, all such changes have been so indicated;

(f)

the Board Resolutions remain in full force and effect and each of the directors of the Company has acted in good faith with a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required of him or her in approving the Plan and no director has a financial interest in or other relationship to a party of the transactions contemplated by the Documents which has not been properly disclosed in the Board Resolutions;

(g)

the Plan has been authorised and duly executed and unconditionally delivered by or on behalf of the Company in accordance with all relevant laws (other than the laws of the Cayman Islands);

(h)

the Plan is legal, valid and binding and enforceable against all relevant parties in accordance with its terms under relevant law (other than, with respect to the Company, the laws of the Cayman Islands);

(i)

the capacity, power, authority and legal right of the Company under all relevant laws and regulations (other than the laws of the Cayman Islands) to enter into, execute, unconditionally deliver and perform its obligations under the Plan;

(j)

no monies paid to or for the account of any party under the Plan represent or will represent criminal property or terrorist property (as defined in the Proceeds of Crime Act (as revised) and the Terrorism Act (as revised), respectively);

(k)

the Company has received, or will receive, money or money's worth (the Consideration) in consideration for the issue of the Shares, and none of the Shares have, or will be, issued for less than their par value;

(l)

the maximum number of the Shares to be issued by the Company would not exceed the Company's authorised share capital;

(m)

each notice of grant setting forth the terms of each award granted pursuant to the Plan is consistent with the Plan and has been duly authorized and validly executed and delivered by the parties thereto;

(n)

neither the directors nor the shareholders of the Company have taken any steps to appoint a liquidator of the Company and no receiver or restructuring officer has been appointed over any of the Company’s property or assets; and

(o)

there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein.

3

Opinions

(a)

the Shares to be offered and issued by the Company pursuant to the provisions of the Plan, have been duly authorised and, when issued and allotted by the Company in accordance with the provisions of the Plan, the Memorandum and Articles, the Resolutions and once the Consideration fixed in accordance with the provisions of the Plan is fully paid for, will be validly issued, and (assuming that all of the Consideration is received by the Company) fully paid and non-assessable. Once the register of members of the Company has been updated to reflect the issuance, the shareholders recorded in the register of members will be deemed to have legal title to the Shares set against their respective names.

4	Limitations and Qualifications

4.1	We offer no opinion:

(a)

as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion, made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references in the Documents to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands; or

(b)

except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or the validity, enforceability or effect of the Registration Statement, the accuracy of representations, the fulfilment of warranties or conditions, the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the Registration Statement and any other agreements into which the Company may have entered or any other documents.

4.2

Under the Companies Act (as revised) of the Cayman Islands (the Companies Act), the register of members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Act directs or authorises to be inserted therein. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error).

4.3	Our examination of the Register of Writs cannot conclusively reveal whether or not there is:

(a)

any current or pending litigation in the Cayman Islands against the Company; or

(b)

any application for the winding up or dissolution of the Company or the appointment of any liquidator, trustee in bankruptcy or restructuring officer in respect of the Company or any of its assets,

5	Governing law of this opinion

5.1	This opinion is:

(a)

governed by, and shall be construed in accordance with, the laws of the Cayman Islands;

(b)

limited to the matters expressly stated in it; and

(c)

confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date of this opinion.

5.2	Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that legislation as amended to, and as in force at, the date of this opinion.

6

Reliance

---

---

Security Type		Security Class Title	Fee Calculation Rule	Amount Registered			Proposed Maximum Offering Price Per Unit				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Fees to Be Paid	Equity	Class A ordinary shares, par value US$0.0000001 per share	Rule 457(c) and Rule 457(h)		11,128,861	(1)		$	3.775	(2)		$	42,011,450.28				.0001476			$	6,200.89
	Total Offering Amounts											$	42,011,450.28							$	6,200.89
	Total Fee Offsets																			$	0
	Net Fee Due																			$	6,200.89

(1)

Represents 11,128,861 Class A ordinary shares, par value US$0.0000001 per share, of the registrant (the “Ordinary Shares”) authorized for issuance under the 2023 Performance Share Plan (the “2023 Plan”). Pursuant to the 2023 Plan, the maximum aggregate number of Ordinary Shares which may be issued under the 2023 Plan (the “Share Limit”) shall initially be 1,112,886, representing one percent (1%) of the total ordinary shares of the registrant outstanding as of the consummation of the registrant’s business combination (the “Business Combination”) with Blue Safari Group Acquisition Corp. on April 13, 2023; the Share Limit shall be adjusted along with the market capitalization of the registrant as set forth in the 2023 Plan and shall not be more than 11,128,861, representing ten percent (10%) of the total ordinary shares of the registrant as of the closing of the Business Combination.

(2)

The proposed maximum offering price per Ordinary Share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on US$3.775 per Ordinary Share, the average of the high and low prices for the registrant’s Ordinary Shares as quoted on the Nasdaq Capital Market on October 30, 2023.

---