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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/18/24 Bitdeer Technologies Group F-3 226:33M Broadridge Fin’l So… Inc |
Document/Exhibit Description Pages Size
1: F-3 Registration Statement by a Foreign Issuer - HTML 6.32M
Securities for a Transaction
2: EX-5.1 Opinion of Counsel re: Legality HTML 95K
3: EX-23.1 Consent of Expert or Counsel HTML 55K
4: EX-23.2 Consent of Expert or Counsel HTML 56K
5: EX-FILING FEES Filing Fees Table HTML 62K
11: R1 Document and Entity Information HTML 67K
12: R2 Condensed Consolidated Statements of Financial HTML 132K
Position (Q2)
13: R3 Consolidated Statements of Operations and HTML 116K
Comprehensive Income / (Loss) (Q2)
14: R4 Condensed Consolidated Statements of Changes in HTML 77K
Equity (Q2)
15: R5 Condensed Consolidated Statements of Cash Flows HTML 208K
(Q2)
16: R6 Consolidated Statements of Financial Position (Fy) HTML 138K
17: R7 Consolidated Statements of Operations and HTML 120K
Comprehensive Income / (Loss) (Fy)
18: R8 Consolidated Statements of Changes in Equity (Fy) HTML 86K
19: R9 Consolidated Statements of Cash Flows (Fy) HTML 208K
20: R10 Organization (Q2) HTML 86K
21: R11 Basis of Preparation (Q2) HTML 103K
22: R12 Significant Accounting Policies (Q2) HTML 326K
23: R13 Critical Accounting Estimates and Assumptions (Q2) HTML 60K
24: R14 Financial Risk Management and Fair Values of HTML 300K
Financial Instruments (Q2)
25: R15 Revenue and Contract Balances (Q2) HTML 82K
26: R16 Segment Information (Q2) HTML 81K
27: R17 Cash, Cash Equivalents and Restricted Cash (Q2) HTML 107K
28: R18 Cryptocurrencies (Q2) HTML 211K
29: R19 Prepayments and Other Assets (Q2) HTML 92K
30: R20 Financial Assets at Fair Value Through Profit or HTML 91K
Loss (Q2)
31: R21 Mining Machines (Q2) HTML 137K
32: R22 Property, Plant and Equipment (Q2) HTML 454K
33: R23 Investment Properties (Q2) HTML 154K
34: R24 Leases (Q2) HTML 128K
35: R25 Borrowings (Q2) HTML 73K
36: R26 Other Payables and Accruals (Q2) HTML 86K
37: R27 Expenses by Nature and Other Income and Expenses HTML 257K
Items (Q2)
38: R28 Share-Based Payments (Q2) HTML 190K
39: R29 Equity (Q2) HTML 119K
40: R30 Taxation (Q2) HTML 233K
41: R31 Related Party Transactions (Q2) HTML 226K
42: R32 Earnings / (Loss) Per Share (Q2) HTML 105K
43: R33 Supplemental Cash Flow Information (Q2) HTML 106K
44: R34 Subsequent Events (Q2) HTML 64K
45: R35 Organization (Fy) HTML 86K
46: R36 Summary of Significant Accounting Policies (Fy) HTML 326K
47: R37 Use of Judgments and Estimates (Fy) HTML 75K
48: R38 Financial Risk Management and Fair Values of HTML 300K
Financial Instruments (Fy)
49: R39 Asset Acquisition (Fy) HTML 71K
50: R40 Cash, Cash Equivalents and Restricted Cash (Fy) HTML 107K
51: R41 Cryptocurrencies (Fy) HTML 211K
52: R42 Prepayments and Other Assets (Fy) HTML 92K
53: R43 Financial Assets at Fair Value Through Profit or HTML 91K
Loss (Fy)
54: R44 Mining Machines (Fy) HTML 137K
55: R45 Property, Plant and Equipment (Fy) HTML 454K
56: R46 Investment Properties (Fy) HTML 154K
57: R47 Leases (Fy) HTML 128K
58: R48 Borrowings (Fy) HTML 73K
59: R49 Other Payables and Accruals (Fy) HTML 86K
60: R50 Expenses by Nature and Other Income and Expenses HTML 257K
Items (Fy)
61: R51 Share-Based Payments (Fy) HTML 190K
62: R52 Equity (Fy) HTML 119K
63: R53 Taxation (Fy) HTML 233K
64: R54 Related Party Transactions (Fy) HTML 226K
65: R55 Earnings / (Loss) Per Share (Fy) HTML 105K
66: R56 Supplemental Cash Flow Information (Fy) HTML 106K
67: R57 Subsequent Events (Fy) HTML 64K
68: R58 Significant Accounting Policies (Q2) (Policies) HTML 63K
69: R59 Summary of Significant Accounting Policies (Fy) HTML 378K
(Policies)
70: R60 Organization (Q2) (Tables) HTML 72K
71: R61 Financial Risk Management and Fair Values of HTML 275K
Financial Instruments (Q2) (Tables)
72: R62 Revenue and Contract Balances (Q2) (Tables) HTML 108K
73: R63 Segment Information (Q2) (Tables) HTML 106K
74: R64 Cash, Cash Equivalents and Restricted Cash (Q2) HTML 104K
(Tables)
75: R65 Cryptocurrencies (Q2) (Tables) HTML 217K
76: R66 Prepayments and Other Assets (Q2) (Tables) HTML 90K
77: R67 Financial Assets at Fair Value Through Profit or HTML 89K
Loss (Q2) (Tables)
78: R68 Mining Machines (Q2) (Tables) HTML 136K
79: R69 Property, Plant and Equipment (Q2) (Tables) HTML 452K
80: R70 Investment Properties (Q2) (Tables) HTML 150K
81: R71 Leases (Q2) (Tables) HTML 118K
82: R72 Borrowings (Q2) (Tables) HTML 71K
83: R73 Other Payables and Accruals (Q2) (Tables) HTML 84K
84: R74 Expenses by Nature and Other Income and Expenses HTML 257K
Items (Q2) (Tables)
85: R75 Share-Based Payments (Q2) (Tables) HTML 183K
86: R76 Taxation (Q2) (Tables) HTML 213K
87: R77 Related Party Transactions (Q2) (Tables) HTML 131K
88: R78 Earnings / (Loss) Per Share (Q2) (Tables) HTML 100K
89: R79 Supplemental Cash Flow Information (Q2) (Tables) HTML 104K
90: R80 Summary of Significant Accounting Policies (Fy) HTML 224K
(Tables)
91: R81 Financial Risk Management and Fair Values of HTML 275K
Financial Instruments (Fy) (Tables)
92: R82 Asset Acquisition (Fy) (Tables) HTML 69K
93: R83 Cash, Cash Equivalents and Restricted Cash (Fy) HTML 104K
(Tables)
94: R84 Cryptocurrencies (Fy) (Tables) HTML 217K
95: R85 Prepayments and Other Assets (Fy) (Tables) HTML 90K
96: R86 Financial Assets at Fair Value Through Profit or HTML 89K
Loss (Fy) (Tables)
97: R87 Mining Machines (Fy) (Tables) HTML 136K
98: R88 Property, Plant and Equipment (Fy) (Tables) HTML 452K
99: R89 Investment Properties (Fy) (Tables) HTML 150K
100: R90 Leases (Fy) (Tables) HTML 125K
101: R91 Borrowings (Fy) (Tables) HTML 71K
102: R92 Other Payables and Accruals (Fy) (Tables) HTML 84K
103: R93 Expenses by Nature and Other Income and Expenses HTML 257K
Items (Fy) (Tables)
104: R94 Share-Based Payments (Fy) (Tables) HTML 183K
105: R95 Equity (Fy) (Tables) HTML 97K
106: R96 Taxation (Fy) (Tables) HTML 235K
107: R97 Related Party Transactions (Fy) (Tables) HTML 153K
108: R98 Earnings / (Loss) Per Share (Fy) (Tables) HTML 100K
109: R99 Supplemental Cash Flow Information (Fy) (Tables) HTML 104K
110: R100 Organization (Q2) (Details) HTML 79K
111: R101 Organization - Purchase price allocation of HTML 81K
identifiable assets acquired and liabilities
assumed (Q2) (Details)
112: R102 Critical Accounting Estimates and Assumptions (Q2) HTML 64K
(Details)
113: R103 Financial Risk Management and Fair Values of HTML 96K
Financial Instruments (Q2) (Details)
114: R104 Financial Risk Management and Fair Values of HTML 98K
Financial Instruments - Fair value hierarchy (Q2)
(Details)
115: R105 FINANCIAL RISK MANAGEMENT AND FAIR VALUES OF HTML 71K
FINANCIAL INSTRUMENTS - Reconciliation of changes
in fair value measurement of assets (Q2) (Details)
116: R106 REVENUE AND CONTRACT BALANCES - Schedule of HTML 91K
contracts with customers, Revenue (Q2) (Details)
117: R107 Revenue and Contract Balances (Q2) (Details) HTML 72K
118: R108 Segment Information (Q2) (Details) HTML 79K
119: R109 CASH, CASH EQUIVALENTS AND RESTRICTED CASH - HTML 76K
breakdown of cash and cash equivalents (Q2)
(Details)
120: R110 Cash, Cash Equivalents and Restricted Cash (Q2) HTML 72K
(Details)
121: R111 CRYPTOCURRENCIES - Group's cryptocurrencies (Q2) HTML 62K
(Details)
122: R112 Cryptocurrencies (Q2) (Details) HTML 89K
123: R113 Prepayments and Other Assets (Q2) (Details) HTML 90K
124: R114 Financial Assets at Fair Value Through Profit or HTML 78K
Loss (Q2) (Details)
125: R115 Mining Machines (Q2) (Details) HTML 77K
126: R116 PROPERTY, PLANT AND EQUIPMENT - Property plant and HTML 132K
equipment (Q2) (Details)
127: R117 INVESTMENT PROPERTIES - Schedule of investment HTML 97K
properties (Q2) (Details)
128: R118 INVESTMENT PROPERTIES - Maturity analysis of lease HTML 73K
payments receivable under operating leases (Q2)
(Details)
129: R119 Investment Properties (Q2) (Details) HTML 71K
130: R120 Leases (Q2) (Details) HTML 62K
131: R121 Leases - Right of use Assets (Q2) (Details) HTML 68K
132: R122 LEASES - Lease liabilities (Q2) (Details) HTML 69K
133: R123 LEASES - Restoration provision (Q2) (Details) HTML 61K
134: R124 LEASES - Amounts recognized in profit or loss (Q2) HTML 78K
(Details)
135: R125 BORROWINGS - Schedule of borrowings (Q2) (Details) HTML 63K
136: R126 Borrowings (Q2) (Details) HTML 67K
137: R127 Other Payables and Accruals (Q2) (Details) HTML 71K
138: R128 Expenses by Nature and Other Income and Expenses HTML 108K
Items (Q2) (Details)
139: R129 Expenses by Nature and Other Income and Expenses HTML 64K
Items - Other operating expenses (Q2) (Details)
140: R130 EXPENSES BY NATURE AND OTHER INCOME AND EXPENSES HTML 68K
ITEMS - Other net gain (Q2) (Details)
141: R131 EXPENSES BY NATURE AND OTHER INCOME AND EXPENSES HTML 74K
ITEMS - Finance expenses (Q2) (Details)
142: R132 Share-Based Payments (Q2) (Details) HTML 88K
143: R133 Share-Based Payments - Schedule of movements in HTML 100K
share awards (Q2) (Details)
144: R134 SHARE-BASED PAYMENTS - Share based compensation HTML 68K
expense (Q2) (Details)
145: R135 SHARE-BASED PAYMENTS - Fair value of share awards HTML 75K
(Q2) (Details)
146: R136 Equity (Q2) (Details) HTML 117K
147: R137 TAXATION - Provisions for income taxes (Q2) HTML 67K
(Details)
148: R138 TAXATION - Deferred tax assets and liabilities HTML 90K
(Q2) (Details)
149: R139 TAXATION - Movements in the net deferred tax HTML 79K
assets (Q2) (Details)
150: R140 TAXATION - Gross value of such unused tax losses HTML 67K
(Q2) (Details)
151: R141 Related Party Transactions (Q2) (Details) HTML 61K
152: R142 Related Party Transactions - Details of assets, HTML 68K
liabilities (Q2) (Details)
153: R143 RELATED PARTY TRANSACTIONS - Transactions with the HTML 67K
related party (Q2) (Details)
154: R144 RELATED PARTY TRANSACTIONS - Summary of HTML 94K
transactions (Q2) (Details)
155: R145 Earnings / (LOSS) PER SHARE - Computation of basic HTML 68K
and diluted earnings (Q2) (Details)
156: R146 Earnings / (LOSS) PER SHARE - Additional HTML 62K
information (Q2) (Details)
157: R147 Supplemental Cash Flow Information (Q2) (Details) HTML 71K
158: R148 SUBSEQUENT EVENTS - Promissory Note (Q2) (Details) HTML 68K
159: R149 SUBSEQUENT EVENTS - Agreement (Q2) (Details) HTML 81K
160: R150 SUBSEQUENT EVENTS - Share Repurchase (Q2) HTML 62K
(Details)
161: R151 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 70K
Restated consolidated statements of operations and
comprehensive income (Fy) (Details)
162: R152 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 73K
Restated consolidated statements of cash flows
(Fy) (Details)
163: R153 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 60K
Useful lives (Fy) (Details)
164: R154 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 70K
Useful lives of PPE (Fy) (Details)
165: R155 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 68K
Investment properties (Fy) (Details)
166: R156 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 109K
Revenues (Fy) (Details)
167: R157 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 78K
Disaggregated Revenues and Mining Assets Segment
(Fy) (Details)
168: R158 Summary of Significant Accounting Policies - (Fy) HTML 68K
(Details)
169: R159 Use of Judgments and Estimates (Fy) (Details) HTML 67K
170: R160 Financial Risk Management and Fair Values of HTML 96K
Financial Instruments (Fy) (Details)
171: R161 Financial Risk Management and Fair Values of HTML 94K
Financial Instruments - Fair value hierarchy (Fy)
(Details)
172: R162 FINANCIAL RISK MANAGEMENT AND FAIR VALUES OF HTML 73K
FINANCIAL INSTRUMENTS - Reconciliation of changes
in fair value measurement of assets (Fy) (Details)
173: R163 Asset Acquisition (Fy) (Details) HTML 66K
174: R164 Asset Acquisition -Net identifiable assets HTML 78K
acquired and purchase consideration (Fy) (Details)
175: R165 CASH, CASH EQUIVALENTS AND RESTRICTED CASH - HTML 74K
breakdown of cash and cash equivalents (Fy)
(Details)
176: R166 Cash, Cash Equivalents and Restricted Cash (Fy) HTML 72K
(Details)
177: R167 CRYPTOCURRENCIES - Group's cryptocurrencies (Fy) HTML 62K
(Details)
178: R168 Cryptocurrencies (Fy) (Details) HTML 103K
179: R169 Prepayments and Other Assets (Fy) (Details) HTML 91K
180: R170 Financial Assets at Fair Value Through Profit or HTML 76K
Loss (Fy) (Details)
181: R171 Mining Machines (Fy) (Details) HTML 80K
182: R172 PROPERTY, PLANT AND EQUIPMENT - Property plant and HTML 142K
equipment (Fy) (Details)
183: R173 Property, Plant and Equipment (Fy) (Details) HTML 60K
184: R174 INVESTMENT PROPERTIES - Schedule of investment HTML 101K
properties (Fy) (Details)
185: R175 INVESTMENT PROPERTIES - Maturity analysis of lease HTML 73K
payments receivable under operating leases (Fy)
(Details)
186: R176 Investment Properties (Fy) (Details) HTML 71K
187: R177 Leases (Fy) (Details) HTML 62K
188: R178 Leases - Right of use Assets (Fy) (Details) HTML 72K
189: R179 LEASES - Lease liabilities (Fy) (Details) HTML 69K
190: R180 LEASES - Restoration provision (Fy) (Details) HTML 61K
191: R181 LEASES - Amounts recognized in profit or loss (Fy) HTML 78K
(Details)
192: R182 BORROWINGS - Schedule of borrowings (Fy) (Details) HTML 63K
193: R183 Borrowings (Fy) (Details) HTML 67K
194: R184 Other Payables and Accruals (Fy) (Details) HTML 71K
195: R185 Expenses by Nature and Other Income and Expenses HTML 110K
Items (Fy) (Details)
196: R186 Expenses by Nature and Other Income and Expenses HTML 71K
Items - other operating income / (Expenses) (Fy)
(Details)
197: R187 EXPENSES BY NATURE AND OTHER INCOME AND EXPENSES HTML 82K
ITEMS - Other net gain or (Loss) (Fy) (Details)
198: R188 EXPENSES BY NATURE AND OTHER INCOME AND EXPENSES HTML 77K
ITEMS - Finance income (Costs) (Fy) (Details)
199: R189 Share-Based Payments (Fy) (Details) HTML 84K
200: R190 Share-Based Payments - Schedule of movements in HTML 93K
share awards (Fy) (Details)
201: R191 SHARE-BASED PAYMENTS - Share based compensation HTML 68K
expense (Fy) (Details)
202: R192 SHARE-BASED PAYMENTS - Fair value of share awards HTML 75K
(Fy) (Details)
203: R193 Equity (Fy) (Details) HTML 89K
204: R194 Equity - Classes of shares - Votes (Fy) (Details) HTML 95K
205: R195 TAXATION - Provisions for income taxes (Fy) HTML 65K
(Details)
206: R196 TAXATION - Reconciliation of tax rate (Fy) HTML 75K
(Details)
207: R197 TAXATION - Deferred tax assets and liabilities HTML 86K
(Fy) (Details)
208: R198 TAXATION - Movements in the net deferred tax HTML 80K
assets (Fy) (Details)
209: R199 TAXATION - Gross value of such unused tax losses HTML 65K
(Fy) (Details)
210: R200 Related Party Transactions (Fy) (Details) HTML 61K
211: R201 Related Party Transactions - Reconciliation of HTML 64K
deemed contributions (Fy) (Details)
212: R202 RELATED PARTY TRANSACTIONS - Balances and HTML 71K
transactions with Bitmain and BTC (Fy) (Details)
213: R203 RELATED PARTY TRANSACTIONS - Transactions with the HTML 67K
related party (Fy) (Details)
214: R204 RELATED PARTY TRANSACTIONS - Additional HTML 76K
information (Fy) (Details)
215: R205 RELATED PARTY TRANSACTION - Summary of HTML 103K
transactions (Fy) (Details)
216: R206 Earnings / (Loss) Per Share (Fy) (Details) HTML 62K
217: R207 Earnings / (LOSS) PER SHARE - Computation of basic HTML 81K
and diluted earnings (Fy) (Details)
218: R208 Earnings / (LOSS) PER SHARE - Additional HTML 69K
information (Fy) (Details)
219: R209 Supplemental Cash Flow Information (Fy) (Details) HTML 83K
220: R210 SUBSEQUENT EVENTS - award granted (Fy) (Details) HTML 68K
221: R211 SUBSEQUENT EVENTS - Business Combination (Fy) HTML 60K
(Details)
223: XML IDEA XML File -- Filing Summary XML 452K
226: XML XBRL Instance -- ny20023745x3_f3_htm XML 8.59M
222: EXCEL IDEA Workbook of Financial Report Info XLSX 556K
7: EX-101.CAL XBRL Calculations -- btdr-20240318_cal XML 421K
8: EX-101.DEF XBRL Definitions -- btdr-20240318_def XML 2.11M
9: EX-101.LAB XBRL Labels -- btdr-20240318_lab XML 3.41M
10: EX-101.PRE XBRL Presentations -- btdr-20240318_pre XML 3.05M
6: EX-101.SCH XBRL Schema -- btdr-20240318 XSD 558K
224: JSON XBRL Instance as JSON Data -- MetaLinks 587± 958K
225: ZIP XBRL Zipped Folder -- 0001140361-24-013888-xbrl Zip 995K
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Bitdeer Technologies Group
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D +852 3656 6054 / +852 3656 6073
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Reference: NMP/RYH/181962.00002
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1
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Documents examined
For the purposes of giving this opinion, we have examined copies or drafts of the following documents (the Documents):
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(a)
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the certificate of incorporation of the Company dated 8 December 2021 issued by the Registrar of Companies of the Cayman Islands (the Registrar);
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(b)
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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 and the written resolutions by all the directors of the Company passed on 9 June 2023 and filed with the Registrar on 9 June 2023 (together, the Memorandum and Articles);
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(c)
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a certificate of good standing dated 14 March 2024 (the Good Standing Certificate) issued by the Registrar in respect of the Company;
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(d)
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the register of directors and officers of the Company dated 1 March 2024 (the Register);
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(e)
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a certificate from a director of the Company dated 18 March 2024 as to certain matters of facts (the Director's Certificate);
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(f)
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the Register of Writs at the office of the Clerk of Courts in the Cayman Islands as inspected by us on 15 March 2024 (the Register of Writs);
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(g)
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a search on the Cayman Online Registry Information Service conducted against the Company at the Registrar on 15 March 2024 (the CORIS Search);
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(h)
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the written resolutions of the sole director of the Company passed on 8 March 2023, the written resolutions of the sole shareholder of the Company passed on 8 March 2023 and the unanimous written
resolutions of the board of directors of the Company passed on 15 March 2024 approving, among other things, the Company's filing of the Registration Statement and the issuance of the Shares (together, the Board Resolutions); and
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2
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Assumptions
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:
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(a)
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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;
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(b)
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all signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine;
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(c)
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each of the Good Standing Certificate, the Register and the Director’s Certificate is accurate and complete as at the date of this opinion;
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(d)
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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;
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(e)
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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;
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(f)
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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 Registration Statement 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;
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(g)
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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);
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(h)
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the Company received money or money's worth in consideration for the issue of the Shares, and none of the Shares were issued for less than their par value;
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(i)
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the certificates for the Shares will conform to the specimen as set out in the Registration Statement and upon issuance will have been duly countersigned by the transfer agent and duly registered by the
registrar for the Shares, or, if uncertificated, valid book-entry notations for the issuance of the Shares in uncertificated form will have been duly made in the share register of the Company;
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(j)
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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
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(k)
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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.
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3
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Opinions
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:
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(a)
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The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar.
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(b)
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The authorised share capital of the Company is US$50,000.00 divided into 500,000,000,000 shares of a par value of US$0.0000001 each comprising:
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(iii)
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200,000,000 undesignated shares of a par value of US$0.0000001 each, of such class or classes (however designated) as the board of directors may determine in accordance with Articles 8 and 9 of the
Memorandum and Articles.
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(c)
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The issue and allotment of the Shares to be offered and sold by the Selling Securityholders pursuant to the provisions of the Registration Statement have been duly authorised. The Shares are validly
issued, (assuming the purchase price therefor has been paid in full) fully paid and non-assessable.
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(d)
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The statements contained in the Registration Statement in the section headed “Cayman Islands Tax Considerations”, insofar as they purport to summarise the laws or
regulations of the Cayman Islands, are accurate in all material respects and that such statements constitute our opinion.
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(a)
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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;
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(b)
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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; or
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(c)
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as to whether the acceptance, execution or performance of the Company’s obligations under the documents reviewed by us will result in the breach of or infringe any other agreement, deed or document (other
than the Memorandum and Articles) entered into by or binding on the Company.
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4.2
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Under the Companies Act (Revised) (Companies Act) of the Cayman Islands, annual returns in respect of the Company must be filed with the Registrar, together with
payment of annual filing fees. A failure to file annual returns and pay annual filing fees may result in the Company being struck off the Register of Companies, following which its assets will vest in the Financial Secretary of the
Cayman Islands and will be subject to disposition or retention for the benefit of the public of the Cayman Islands.
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4.3
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In good standing means only that as of the date of the Good Standing Certificate the Company is up-to-date with the filing of its annual returns and payment of
annual fees with the Registrar. We have made no enquiries into the Company's good standing with respect to any filings or payment of fees, or both, that it may be required to make under the laws of the Cayman Islands other than the
Companies Act.
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4.4
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Under 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).
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4.5
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In this opinion, the phrase “non-assessable” means, with respect to the Shares, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls
on the Shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstance in which a court may be
prepared to pierce or lift the corporate veil).
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4.6
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We are not aware of any Cayman Islands authority as to when the courts would set aside the limited liability of a shareholder in a Cayman Islands company. Our opinion on the subject is based on the
Companies Act and English common law authorities, the latter of which are persuasive but not binding in the courts of the Cayman Islands. Under English authorities, circumstances in which a court would attribute personal liability to a
shareholder are very limited, and include: (a) such shareholder expressly assuming direct liability (such as a guarantee); (b) the company acting as the agent of such shareholder; (c) the company being incorporated by or at the behest
of such shareholder for the purpose of committing or furthering such shareholder’s fraud, or for a sham transaction otherwise carried out by such shareholder. In the absence of these circumstances, we are of the opinion that a Cayman
Islands’ court would have no grounds to set aside the limited liability of a shareholder.
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(b)
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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,
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(c)
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confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date of this opinion.
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5.2
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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.
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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/28/24 Bitdeer Technologies Group F-3/A 2:482K Broadridge Fin’l So… Inc |