Cayman Islands | | | Not Applicable |
(State or Other Jurisdiction of Incorporation or Organization) | | | (I.R.S. Employer Identification Number) |
† | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
• | price and volatility of Bitcoin and other cryptocurrencies; |
• | our ability to maintain competitive positions in proprietary hash rate; |
• | our ability to procure mining machines at a lower cost; |
• | our ability to expand mining datacenters; |
• | our ability to control electricity cost; |
• | our ability to make effective judgments regarding pricing strategy and resource allocation; |
• | our ability to upgrade and expand product offerings; |
• | regulatory changes or actions that may restrict the use of cryptocurrencies or the operation of cryptocurrency networks in a manner that may require us to cease certain or all operations; |
• | the impact of health epidemics; |
• | the risks to our business of earthquakes, fires, floods, and other natural catastrophic events and interruptions by man-made issues such as strikes and terrorist attacks; |
• | the volatility of the market price of the Class A Ordinary Shares, which could cause the value of your investment to decline; |
• | the risk that an active trading market for Class A Ordinary Shares may never develop or be sustained; |
• | our ability to maintain the listing of Class A Ordinary Shares on the Nasdaq; |
• | the price of our securities has been and may continue to be volatile; |
• | unexpected costs or expenses; |
• | future issuances, sales or resales of Class A Ordinary Shares; |
• | an active public trading market for our Class A Ordinary Shares may not develop or be sustained; and |
• | other matters described under “Item 3.D.-Risk Factors” in our most recent Annual Report on Form 20-F, incorporated herein by reference. |
• | that a majority of the board of directors consists of independent directors; |
• | for an annual performance evaluation of the nominating and corporate governance and compensation committees; |
• | that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and |
• | that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibility. |
• | Future sales, or the possibility of future sales of, a substantial number of our Class A Ordinary Shares may depress the price of such securities. |
• | The market price of Class A Ordinary Shares may be volatile, and you may lose some or all of your investment. |
• | The cryptocurrency industry in which we operate is characterized by constant changes. If we fail to continuously innovate and to provide solutions or services that meet the expectations of our customers, we may not be able to attract new customers or retain existing customers, and hence our business and results of operations may be adversely affected. |
• | Our results of operations have been and are expected to continue to be significantly impacted by Bitcoin price fluctuation. |
• | The supply of Bitcoins available for mining is limited and we may not be able to quickly adapt to new businesses when all the Bitcoins have been mined. |
• | Although we have an organic way of growing our mining fleets, our business is nevertheless capital intensive. We may need additional capital but may not be able to obtain it in a timely manner and on favorable terms or at all. |
• | We may not be able to maintain our competitive position as cryptocurrency networks experience increases in the total network hash rate. |
• | We have experienced negative cash flows from operating activities and incurred net losses in the past. We can provide no assurance of our future operating results. |
• | Our limited operating history and rapid revenue growth may make it difficult for us to forecast our business and assess the seasonality and volatility in our business. |
• | We have experienced and may experience in the future hash rate loss during our operations due to factors beyond our control. |
• | We are subject to risks associated with our need for significant electric power and the limited availability of power resources, which could have a material adverse effect on our business, financial condition and results of operations. |
• | Because there has been limited precedent set for financial accounting for Bitcoin and other cryptocurrencies, the determinations that we have made for how to account for cryptocurrencies transactions may be subject to change. |
• | Any loss or destruction of a private key required to access our cryptocurrency is irreversible. We also may temporarily lose access to our cryptocurrencies. |
• | Bitcoin exchanges and wallets, and to a lesser extent, the Bitcoin network itself, may suffer from hacking and fraud risks, which may adversely erode user confidence in Bitcoin which would decrease the demand for our products and services. Further, digital asset exchanges on which crypto assets trade are relatively new and largely unregulated, and thus may be exposed to fraud and failure. Incorrect or fraudulent cryptocurrency transactions may be irreversible. |
• | We are subject to a highly-evolving regulatory landscape and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our business, reputation, prospects or operations. |
• | The nature of our business requires the application of complex financial accounting rules, and there is limited guidance from accounting standard setting bodies. If financial accounting standards undergo significant changes, our operating results could be adversely affected. |
• | We are subject to tax risks related to our multinational operations. |
• | Our interactions with a blockchain may expose us to specially designated nationals (“SDN”) or blocked persons or cause us to violate provisions of law that did not contemplate distribute ledger technology. |
• | an actual basis; and |
• | an as adjusted basis to reflect the issuance of (i) 18,587,360 Class A Ordinary Shares for gross proceeds of approximately US$100 million pursuant to the Subscription Agreement, after deducting placement agent fees and other offering expenses, and (ii) 5,000,000 Class A Ordinary Shares issuable upon the exercise of the Warrant pursuant to the Subscription Agreement, for gross proceeds of approximately US$50 million, if the Warrant is fully exercised at an exercise price of US$10.00 per share. |
| | As of March 31, 2024 (US$ in thousands) | ||||
| | Actual | | | As Adjusted | |
Cash and cash equivalents | | | 118,461 | | | 266,939 |
Borrowings | | | 22,676 | | | 22,676 |
Equity: | | | | | ||
Share Capital | | | * | | | * |
Accumulated deficit | | | (49,247) | | | (49,247) |
Reserves | | | 440,600 | | | 589,078 |
Total shareholders’ equity | | | 391,353 | | | 539,831 |
Total capitalization | | | 414,029 | | | 562,507 |
* | Amount less than US$1,000 |
• | 6,706,276 Class A Ordinary Shares reserved for future issuances upon the exercise of awards granted under our share incentive plans as of March 31, 2024; |
• | 1,031,072 Class A Ordinary Shares that we sold after March 31, 2024 and prior to the date of this prospectus, pursuant to that certain At Market Issuance Sales Agreement, dated as of March 18, 2024, by and among us, B. Riley Securities, Inc., Cantor Fitzgerald & Co., Needham & Company, LLC, StockBlock Securities LLC, Roth Capital Partners, LLC and Rosenblatt Securities Inc.; |
• | 184,093 Class A Ordinary Shares that we sold after March 31, 2024 and prior to the date of this prospectus, pursuant to that certain Ordinary Share Purchase Agreement, dated as of August 8, 2023, by and between us and B. Riley Principal Capital II, LLC; and |
• | 417,130 Class A Ordinary Shares issued on April 15, 2024, pursuant to that certain Agreement, dated as of April 3, 2024, by and among us, BRYHNI.COM AS and RENOL INVEST AS in connection with our acquisition of the shares in TROLL HOUSING AS and TYDAL DATA CENTER AS. |
• | the instrument of transfer is lodged with us, accompanied by the certificate for the Ordinary Shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer; |
• | the instrument of transfer is in respect of only one class of shares; |
• | the instrument of transfer is properly stamped, if required; |
• | in the case of a transfer to joint holders, the number of joint holders to whom the Ordinary Share is to be transferred does not exceed four; and |
• | a fee of such maximum sum as Nasdaq may determine to be payable or such lesser sum as our directors may from time to time require is paid to us in respect thereof. |
• | the designation of the series; |
• | the number of shares of the series; |
• | the dividend rights, conversion rights, voting rights; |
• | the rights and terms of redemption and liquidation preferences; and |
• | any other powers, preferences and relative, participating, optional and other special rights. |
• | authorize our board of directors to issue preference shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preference shares without any further vote or action by our shareholders; and |
• | limit the ability of shareholders to requisition and convene general meetings of shareholders. |
• | is not required to open its register of members for inspection; |
• | does not have to hold an annual general meeting; |
• | may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance); |
• | may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands; |
• | may register as a limited duration company; and |
• | may register as a segregated portfolio company. |
• | the statutory provisions as to the required majority vote have been met; |
• | the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class; |
• | the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and |
• | the arrangement is not one that would more properly be sanctioned under some other provision of the Cayman Companies Act. |
• | an act which is illegal or ultra vires with respect to the company and is therefore incapable of ratification by the shareholders |
• | an act which, although not ultra vires, requires authorization by a qualified (or special) majority (that is, more than a simple majority) which has not been obtained; and |
• | an act which constitutes a “fraud on the minority” where the wrongdoers are themselves in control of the company. |
| | Shares Beneficially Owned Prior to Offering(1) | | | Number of Shares Being Offered | | | Shares Beneficially Owned After Offering(2) | |||||||
| | Number | | | Percent | | | Number | | | Percent | ||||
Tether International Limited(3) | | | 23,587,360 | | | 17.0% | | | 23,587,360 | | | — | | | — |
(1) | “Beneficial ownership” is a term broadly defined by the SEC in Rule 13d-3 under the Exchange Act, and includes more than the typical form of share ownership, that is, shares held in the person’s name. The term also includes what is referred to as “indirect ownership,” meaning ownership of shares as to which a person has or shares investment power. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares that are currently exercisable or exercisable within 60 days of May 31, 2024. In computing the number of ordinary shares beneficially owned by the Selling Securityholder and the percentage ownership of Selling Securityholder, we deemed Class A Ordinary Shares issuable upon the exercise of the Warrant as beneficially owned by the Selling Securityholder because the Warrant is exercisable within 60 days of May 31, 2024. |
(2) | Assumes that the Selling Securityholder sells all Class A Ordinary Shares registered under this prospectus. |
(3) | The number reported under “Shares Beneficially Owned Prior to Offering” consists of (i) 18,587,360 Class A Ordinary Shares and (ii) 5,000,000 Class A Ordinary Shares issuable upon the exercise of the Warrant. Tether International Limited is a British Virgin Islands company and its address is c/o SHRM Trustees, Trinity Chambers Tortola, Road Town British Virgin Islands, VG1110. |
• | on any stock exchange, market or trading facility on which the Class A Ordinary Shares are traded; |
• | in the over-the-counter market; |
• | in transactions otherwise than on these exchanges or systems or in the over-the-counter market; |
• | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
• | block trades in which the broker-dealer will attempt to sell the Class A Ordinary Shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
• | purchases by a broker-dealer as principal and resale by the broker-dealer for their account pursuant to this prospectus; |
• | an exchange distribution in accordance with the rules of the applicable exchange; |
• | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
• | repurchase, buy and sell back and similar transactions; |
• | privately negotiated transactions; |
• | short sales effected after the date of this prospectus; |
• | close out short positions and return borrowed Class A Ordinary Shares in connection with such short sales; |
• | broker-dealers may agree with a selling shareholder to sell a specified number of such Class A Ordinary Shares at a stipulated price per Class A Ordinary Share; |
• | by pledge to secure debts and other transactions; |
• | a combination of any such methods of sale; and |
• | any other method permitted pursuant to applicable law. |
Expenses | | | Amount |
SEC registration fee | | | $21,742 |
Accounting fees and expenses | | | * |
Legal fees and expenses | | | * |
Financial printing and miscellaneous expenses | | | * |
Total | | | * |
* | These fees cannot be defined at this time. |
• | banks or other financial institutions; |
• | insurance companies; |
• | mutual funds; |
• | pension or retirement plans; |
• | S corporations; |
• | broker or dealers in securities or currencies; |
• | traders in securities that elect mark-to-market treatment; |
• | regulated investment companies; |
• | real estate investment trusts; |
• | trusts or estates; |
• | tax-exempt organizations (including private foundations); |
• | persons that hold Ordinary Shares as part of a “straddle,” “hedge,” “conversion,” “synthetic security,” “constructive sale,” or other integrated transaction for U.S. federal income tax purposes; |
• | persons that have a functional currency other than the U.S. dollar; |
• | certain U.S. expatriates or former long-term residents of the United States; |
• | persons owning (directly, indirectly, or constructively) 5% (by vote or value) or more of our shares; |
• | persons that acquired Ordinary Shares pursuant to an exercise of employee stock options or otherwise as compensation; |
• | partnerships or other entities or arrangements treated as pass-through entities for U.S. federal income tax purposes and investors in such entities; |
• | “controlled foreign corporations” within the meaning of Section 957(a) of the Code; |
• | “passive foreign investment companies” within the meaning of Section 1297(a) of the Code; and |
• | corporations that accumulate earnings to avoid U.S. federal income tax. |
• | an individual who is a U.S. citizen or resident of the United States; |
• | a corporation (including an entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia; |
• | an estate the income of which is subject to U.S. federal income taxation regardless of its source; or |
• | a trust (i) if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more “United States persons” within the meaning of Section 7701(a)(30) of the Code have the authority to control all substantial decisions of the trust or (ii) that has in effect a valid election under applicable U.S. Treasury regulations to be treated as a United States person. |
• | the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period in its Ordinary Shares; |
• | the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, and to any period in the U.S. Holder’s holding period before the first day of the first taxable year in which we are treated as a PFIC, will be taxed as ordinary income; |
• | the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in the U.S. Holder’s holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and |
• | an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder with respect to the tax attributable to each such other taxable year of the U.S. Holder. |
• | political and economic stability; |
• | an effective judicial system; |
• | tax neutrality; |
• | the absence of exchange control or currency restrictions; and |
• | the availability of professional and support services. |
• | the Cayman Islands has a less developed body of securities laws as compared to the United States and these securities laws provide significantly less protection to investors as compared to those of the United States; and |
• | Cayman Islands companies may not have standing to sue before the federal courts of the United States. |
(a) | is given by a foreign court of competent jurisdiction; |
(b) | imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; |
(c) | is final; |
(d) | is not in respect of taxes, a fine or a penalty; |
(e) | was not obtained by fraud; and |
(f) | is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands. |
• | our Annual Report on Form 20-F for the fiscal year ended December 31, 2023 filed with the SEC on March 28, 2024; |
• | our Reports on Form 6-K furnished to the SEC on April 8, 2024 (two filings); April 19, 2024; May 9, 2024; May 14, 2024; May 31, 2024; June 3, 2024; June 6, 2024; and |
• | the description of the Ordinary Shares contained in our registration statement on Form 8-A filed with the SEC on April 12, 2023, and any amendment or report filed for the purpose of updating such description. |
Item 8. | Indemnification of Directors and Officers. |
Item 9. | Exhibits and Financial Statement Schedules. |
(a) | Exhibits |
(b) | Financial Statement Schedules |
Item 10. | Undertakings. |
(a) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(1) | to include any prospectus required by Section 10(a)(3) of the Securities Act; |
(2) | to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total |
(3) | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
(b) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(d) | To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided that the Registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (d) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or Item 8.A of Form 20-F if such financial statements and information are contained in periodic 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 the Form F-3. |
(e) | That, for the purpose of determining liability under the Securities Act to any purchaser: |
(1) | Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(2) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(f) | That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering |
(1) | any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424; |
(2) | any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; |
(3) | the portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and |
(4) | any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. |
(g) | That, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| | | | Incorporation by Reference Exhibit | |||||||||||
Exhibit No. | | | Description of Document | | | Form | | | File No. | | | No | | | Filing Date |
1.1* | | | Form of Underwriting Agreement | | | | | | | | | ||||
| | Amended and Restated Memorandum and Articles of Association of the Company, effective on April 13, 2023 | | | 20-F | | | 001-41687 | | | 1.1 | | | April 19, 2023 | |
| | Specimen Ordinary Share Certificate of the Company | | | F-4 | | | 333-270345 | | | 4.1 | | | March 23, 2023 | |
| | Subscription Agreement between Bitdeer Technologies Group and Tether International Limited, dated May 30, 2024 | | | | | | | | | |||||
| | Warrant to Purchase Ordinary Shares, dated May 30, 2024 | | | | | | | | | |||||
| | Registration Rights Agreement between Bitdeer Technologies Group and Tether International Limited, dated May 30, 2024 | | | | | | | | | |||||
| | Opinion of Ogier as to the validity of Class A Ordinary Shares | | | | | | | | | |||||
| | Consent of MaloneBailey, LLP, an independent registered public accounting firm | | | | | | | | | |||||
| | Consent of Ogier (included in Exhibit 5.1) | | | | | | | | | |||||
| | Power of Attorney (included on signature page) | | | | | | | | | |||||
| | Calculation of Filing Fee Table | | | | | | | | |
* | To be subsequently filed, if applicable, by an amendment to this registration statement or by a Report on Form 6-K and incorporated herein by reference. |
** | Filed herewith. |
† | Schedules and certain portions of the exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules, or any section thereof, to the SEC upon request. |
| | Bitdeer Technologies Group | |||||||
| | | | | | ||||
| | By: | | | /s/ Jihan Wu | ||||
| | | | Name: | | | Jihan Wu | ||
| | | | Title: | | | Chairman of the Board and Chief Executive Officer |
Signature | | | Title | | | Date |
/s/ Jihan Wu | | | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | | | June 7, 2024 |
Jihan Wu | | |||||
| | | | |||
/s/ Linghui Kong | | | Director and Chief Business Officer | | | June 7, 2024 |
Linghui Kong | | |||||
| | | | |||
/s/ Chao Suo | | | Director | | | June 7, 2024 |
Chao Suo | | |||||
| | | | |||
/s/ Jianchun Liu | | | Director and Chief Financial Officer (Principal Financial and Accounting Officer) | | | June 7, 2024 |
Jianchun Liu | | |||||
| | | | |||
/s/ Naphat Sirimongkolkasem | | | Director | | | June 7, 2024 |
Naphat Sirimongkolkasem | | |||||
| | | | |||
/s/ Sheldon Trainor-Degirolamo | | | Director | | | June 7, 2024 |
Sheldon Trainor-Degirolamo | | |||||
| | | | |||
/s/ Guang Yang | | | Director | | | June 7, 2024 |
Guang Yang | |
| | Authorized U.S. Representative | |||||||
| | | | | | ||||
| | By: | | | /s/ Colleen A. De Vries | ||||
| | | | Name: | | | Colleen A. De Vries | ||
| | | | Title: | | | Senior Vice President on behalf of Cogency Global Inc. |