As filed with the Securities and Exchange Commission on March 18, 2024
Registration No. 333-
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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
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Cayman Islands
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Not Applicable
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification Number)
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†
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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.
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price and volatility of Bitcoin and other cryptocurrencies;
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our ability to maintain competitive positions in proprietary hash rate;
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our ability to procure mining machines at a lower cost;
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our ability to expand mining datacenters;
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our ability to control electricity cost;
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our ability to make effective judgments regarding pricing strategy and resource allocation;
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our ability to upgrade and expand product offerings;
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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.
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our ability to implement measures to address the material weakness that has been identified;
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the impact of health epidemics, including the COVID-19 pandemic;
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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;
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the risks that the Business Combination’s benefits do not meet the expectations of investors or securities analysts;
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the volatility of the market price of the Class A Ordinary Shares, which could cause the value of your investment to decline;
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the risk that an active trading market for Class A Ordinary Shares may never develop or be sustained;
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potential litigation relating to the Business Combination;
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our ability to maintain the listing of Class A Ordinary Shares on the Nasdaq;
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the price of our securities has been and may continue to be volatile;
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unexpected costs or expenses;
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future issuances, sales or resales of Class A Ordinary Shares;
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an active public trading market for our Class A Ordinary Shares may not develop or be sustained; and
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other matters described under “Item 3.D.-Risk Factors” in our most recent Annual
Report on Form 20-F, incorporated herein by reference.
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that a majority of the board of directors consists of independent directors;
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for an annual performance evaluation of the nominating and corporate governance and compensation committees;
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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
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that we have a compensation committee that is composed entirely of independent directors with a written charter addressing
the committee’s purpose and responsibility.
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Future sales, or the possibility of future sales of, a substantial number of our Ordinary Shares may depress the price of
such securities.
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The market price of Class A Ordinary Shares may be volatile, and you may lose some or all of your investment.
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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.
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Our results of operations have been and are expected to continue to be significantly impacted by Bitcoin price fluctuation.
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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.
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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.
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We may not be able to maintain our competitive position as cryptocurrency networks experience increases in the total
network hash rate.
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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.
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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.
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We have experienced and may experience in the future hash rate loss during our operations due to factors beyond our
control.
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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.
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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.
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Any loss or destruction of a private key required to access our cryptocurrency is irreversible. We also may temporarily
lose access to our cryptocurrencies.
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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.
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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.
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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.
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We are subject to tax risks related to our multinational operations.
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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.
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changes in the industries in which we operate;
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developments involving our competitors;
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changes in laws and regulations affecting our business;
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variations in our operating performance and the performance of our competitors in general;
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actual or anticipated fluctuations in our quarterly or annual operating results;
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publication of research reports by securities analysts about us or our competitors or our industry;
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the public’s reaction to our press releases, our other public announcements and our filings with the SEC;
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actions by holders in respect of any of their Class A Ordinary Shares;
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additions and departures of key personnel;
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commencement of, or involvement in, litigation involving us;
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changes in our capital structure, such as future issuances of securities or the incurrence of debt;
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the volume of Class A Ordinary Shares available for public sale; and
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general economic and political conditions, such as the effects of the COVID-19 outbreak, recessions, volatility in the
markets, interest rates, local and national elections, fuel prices, international currency fluctuations, corruption, political instability, and acts of war or terrorism.
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For the Year Ended
December 31
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For the Six Months Ended
June 30
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2020
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2021
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2022
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2022
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2023
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US$
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US$
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US$
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US$
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US$
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(in thousands)
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|
Adjusted EBITDA
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Profit/(loss) for the year or period
|
| |
(55,826)
|
| |
82,643
|
| |
(60,366)
|
| |
(25,194)
|
| |
(49,827)
|
|
Add:
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Depreciation and amortization
|
| |
112,037
|
| |
63,055
|
| |
66,424
|
| |
29,251
|
| |
36,223
|
|
Income tax expenses/(benefit)
|
| |
(7,961)
|
| |
48,246
|
| |
(4,400)
|
| |
7,975
|
| |
(2,807)
|
|
Interest expense/(income), net
|
| |
404
|
| |
(504)
|
| |
912
|
| |
1,729
|
| |
(1,385)
|
|
Listing fee
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
33,151
|
|
Share-based payment expenses
|
| |
—
|
| |
88,355
|
| |
90,648
|
| |
54,425
|
| |
21,847
|
|
Adjusted EBITDA
|
| |
48,654
|
| |
281,795
|
| |
93,218
|
| |
68,186
|
| |
37,202
|
|
Adjusted Profit/(Loss)
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Profit/(loss) for the year or period
|
| |
(55,826)
|
| |
82,643
|
| |
(60,366)
|
| |
(25,194)
|
| |
(49,827)
|
|
Add:
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Listing fee
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
33,151
|
|
Share-based payment expenses
|
| |
—
|
| |
88,355
|
| |
90,648
|
| |
54,425
|
| |
21,847
|
|
Adjusted profit/(loss)
|
| |
(55,826)
|
| |
170,998
|
| |
30,282
|
| |
29,231
|
| |
5,171
|
|
|
| |
For the Year Ended
December 31
|
| |
For the Six Months Ended
|
|||||||||
|
|
| |
(Restated)
|
| |
2021
|
| |
2022
|
| |
2022
(Unaudited)
|
| |
2023
(Unaudited)
|
|
|
| |
US$
|
| |
US$
|
| |
US$
|
| |
US$
|
| |
US$
|
|
|
| |
(in thousands)
|
||||||||||||
|
Revenue
|
| |
186,387
|
| |
394,661
|
| |
333,342
|
| |
179,619
|
| |
166,403
|
|
Cost of revenue
|
| |
(209,564)
|
| |
(153,255)
|
| |
(250,090)
|
| |
(110,622)
|
| |
(136,754)
|
|
Gross profit/(loss)
|
| |
(23,177)
|
| |
241,406
|
| |
83,252
|
| |
68,997
|
| |
29,649
|
|
Selling expenses
|
| |
(5,567)
|
| |
(8,448)
|
| |
(11,683)
|
| |
(6,303)
|
| |
(4,315)
|
|
General and administrative expenses
|
| |
(20,268)
|
| |
(89,735)
|
| |
(93,453)
|
| |
(52,686)
|
| |
(32,471)
|
|
Research and development expenses
|
| |
(9,790)
|
| |
(29,501)
|
| |
(35,430)
|
| |
(19,743)
|
| |
(12,727)
|
|
Listing fee
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(33,151)
|
|
Other operating incomes / (expenses)
|
| |
(2,045)
|
| |
14,625
|
| |
(3,628)
|
| |
(2,791)
|
| |
(100)
|
|
Other net gain / (loss).
|
| |
(2,560)
|
| |
2,483
|
| |
357
|
| |
1,130
|
| |
1,608
|
|
|
| |
For the Year Ended
December 31
|
| |
For the Six Months Ended
|
|||||||||
|
|
| |
(Restated)
|
| |
2021
|
| |
2022
|
| |
2022
(Unaudited)
|
| |
2023
(Unaudited)
|
|
|
| |
US$
|
| |
US$
|
| |
US$
|
| |
US$
|
| |
US$
|
|
|
| |
(in thousands)
|
||||||||||||
|
Profit / (loss) from operations
|
| |
(63,407)
|
| |
130,830
|
| |
(60,585)
|
| |
(11,396)
|
| |
(51,507)
|
|
Finance income / (expenses)
|
| |
(380)
|
| |
59
|
| |
(4,181)
|
| |
(5,823)
|
| |
(1,127)
|
|
Profit / (loss) before taxation
|
| |
(63,787)
|
| |
130,889
|
| |
(64,766)
|
| |
(17,219)
|
| |
(52,634)
|
|
Income tax benefit / (expenses)
|
| |
7,961
|
| |
(48,246)
|
| |
4,400
|
| |
(7,975)
|
| |
2,807
|
|
Profit / (loss) for the year or period
|
| |
(55,826)
|
| |
82,643
|
| |
(60,366)
|
| |
(25,194)
|
| |
(49,827)
|
|
|
| |
For the Year Ended
December 31,
|
| |
For the Six Months Ended
|
||||||||||||||||||||||||
|
|
| |
(Restated)
|
| |
2021
|
| |
2022
|
| |
2022
(Unaudited)
|
| |
2023
(Unaudited)
|
|||||||||||||||
|
|
| |
US$
|
| |
%
|
| |
US$
|
| |
%
|
| |
US$
|
| |
%
|
| |
US$
|
| |
%
|
| |
US$
|
| |
%
|
|
|
| |
(in thousands, except for percentages)
|
|||||||||||||||||||||||||||
|
Revenue
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Self-mining
|
| |
88,493
|
| |
47.5
|
| |
191,693
|
| |
48.6
|
| |
62,359
|
| |
18.7
|
| |
41,010
|
| |
22.8
|
| |
34,713
|
| |
20.9
|
|
Cloud Hash Rate
|
| |
78,288
|
| |
42.0
|
| |
124,205
|
| |
31.5
|
| |
121,341
|
| |
36.4
|
| |
74,893
|
| |
41.7
|
| |
36,039
|
| |
21.6
|
|
Hash rate subscription
|
| |
31,389
|
| |
16.8
|
| |
53,952
|
| |
13.7
|
| |
77,862
|
| |
23.3
|
| |
46,861
|
| |
26.1
|
| |
21,877
|
| |
13.1
|
|
Electricity subscription
|
| |
45,242
|
| |
24.3
|
| |
35,113
|
| |
8.9
|
| |
39,525
|
| |
11.9
|
| |
24,583
|
| |
13.7
|
| |
13,994
|
| |
8.4
|
|
Additional consideration from Cloud Hash Rate arrangements
offered under accelerator mode
|
| |
1,657
|
| |
0.9
|
| |
35,140
|
| |
8.9
|
| |
3,954
|
| |
1.2
|
| |
3,449
|
| |
1.9
|
| |
168
|
| |
0.1
|
|
Sales of mining machines
|
| |
15,844
|
| |
8.5
|
| |
45,693
|
| |
11.6
|
| |
705
|
| |
0.2
|
| |
442
|
| |
0.2
|
| |
2
|
| |
0.0
|
|
Cloud Hosting arrangements(1)
|
| |
2,929
|
| |
1.6
|
| |
7,568
|
| |
1.9
|
| |
12,723
|
| |
3.8
|
| |
6,787
|
| |
3.8
|
| |
1,805
|
| |
1.1
|
|
General Hosting
|
| |
—
|
| |
—
|
| |
18,312
|
| |
4.6
|
| |
99,251
|
| |
29.8
|
| |
53,000
|
| |
29.5
|
| |
49,911
|
| |
30.0
|
|
Membership Hosting
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
26,056
|
| |
7.8
|
| |
—
|
| |
—
|
| |
40,435
|
| |
24.3
|
|
Others(2)
|
| |
833
|
| |
0.4
|
| |
7,190
|
| |
1.8
|
| |
10,907
|
| |
3.3
|
| |
3,487
|
| |
2.0
|
| |
3,498
|
| |
2.1
|
|
Total revenue
|
| |
186,387
|
| |
100.0
|
| |
394,661
|
| |
100.0
|
| |
333,342
|
| |
100.0
|
| |
179,619
|
| |
100.0
|
| |
166,403
|
| |
100.0
|
|
(1)
|
We did not generate any revenue from the additional consideration from Cloud Hosting arrangements offered under “accelerated
payback mode” for the years ended December 31, 2020, 2021 and 2022 and the six months ended June 30, 2022 and 2023.
|
|
(2)
|
Others include revenue generated primarily from providing technical and human resources service, repairment services of hosted
mining machines, lease of investment properties, and the sale of mining machine peripherals.
|
|
|
| |
For the Year Ended
December 31,
|
| |
For the Six Months Ended
|
||||||||||||||||||||||||
|
|
| |
(Restated)
|
| |
2021
|
| |
2022
|
| |
2022
(Unaudited)
|
| |
2023
(Unaudited)
|
|||||||||||||||
|
|
| |
US$
|
| |
%
|
| |
US$
|
| |
%
|
| |
US$
|
| |
%
|
| |
US$
|
| |
%
|
| |
US$
|
| |
%
|
|
|
| |
(in thousands, except for percentages)
|
|||||||||||||||||||||||||||
|
Staff costs: salaries, wages and other benefits
|
| |
33,041
|
| |
13.5
|
| |
37,730
|
| |
13.4
|
| |
50,132
|
| |
12.8
|
| |
23,874
|
| |
12.6
|
| |
24,345
|
| |
13.1
|
|
Share-based payments
|
| |
—
|
| |
—
|
| |
88,355
|
| |
31.4
|
| |
90,648
|
| |
23.2
|
| |
54,425
|
| |
28.7
|
| |
21,847
|
| |
11.7
|
|
Amortization of intangible assets
|
| |
111
|
| |
0.0
|
| |
146
|
| |
0.1
|
| |
97
|
| |
0.0
|
| |
29
|
| |
0.0
|
| |
154
|
| |
0.1
|
|
Depreciation:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Mining machines
|
| |
98,136
|
| |
40.0
|
| |
43,857
|
| |
15.6
|
| |
29,281
|
| |
7.5
|
| |
15,045
|
| |
7.9
|
| |
11,208
|
| |
6.0
|
|
Property, plant and equipment
|
| |
9,807
|
| |
4.0
|
| |
14,416
|
| |
5.1
|
| |
30,438
|
| |
7.8
|
| |
11,766
|
| |
6.2
|
| |
20,376
|
| |
10.9
|
|
Investment properties
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,237
|
| |
0.3
|
| |
—
|
| |
—
|
| |
1,280
|
| |
0.7
|
|
Right-of-use assets
|
| |
3,983
|
| |
1.6
|
| |
4,636
|
| |
1.7
|
| |
5,371
|
| |
1.4
|
| |
2,411
|
| |
1.3
|
| |
3,205
|
| |
1.7
|
|
Electricity cost in operating mining machines
|
| |
72,078
|
| |
29.4
|
| |
58,447
|
| |
20.8
|
| |
139,469
|
| |
35.7
|
| |
59,354
|
| |
31.3
|
| |
84,510
|
| |
45.4
|
|
Cost of mining machines and accessories sold
|
| |
17,537
|
| |
7.2
|
| |
5,978
|
| |
2.1
|
| |
1,002
|
| |
0.3
|
| |
571
|
| |
0.3
|
| |
4
|
| |
0.0
|
|
Consulting service fee
|
| |
1,039
|
| |
0.4
|
| |
8,787
|
| |
3.1
|
| |
6,797
|
| |
1.7
|
| |
3,012
|
| |
1.6
|
| |
5,650
|
| |
3.0
|
|
Tax and surcharge
|
| |
3,085
|
| |
1.3
|
| |
2,202
|
| |
0.8
|
| |
3,355
|
| |
0.9
|
| |
2,261
|
| |
1.2
|
| |
3,155
|
| |
1.7
|
|
Advertising expenses
|
| |
2,189
|
| |
0.9
|
| |
880
|
| |
0.3
|
| |
737
|
| |
0.2
|
| |
416
|
| |
0.2
|
| |
628
|
| |
0.3
|
|
Office expenses
|
| |
543
|
| |
0.2
|
| |
2,219
|
| |
0.8
|
| |
3,124
|
| |
0.8
|
| |
1,333
|
| |
0.7
|
| |
1,894
|
| |
1.0
|
|
Research and development technical service fees
|
| |
681
|
| |
0.3
|
| |
1,964
|
| |
0.7
|
| |
1,313
|
| |
0.3
|
| |
526
|
| |
0.3
|
| |
1,104
|
| |
0.6
|
|
Expenses of low-value consumables
|
| |
971
|
| |
0.4
|
| |
1,662
|
| |
0.6
|
| |
4,025
|
| |
1.0
|
| |
2,412
|
| |
1.3
|
| |
1,126
|
| |
0.6
|
|
Expenses of variable payment lease
|
| |
—
|
| |
—
|
| |
610
|
| |
0.2
|
| |
639
|
| |
0.2
|
| |
284
|
| |
0.1
|
| |
193
|
| |
0.1
|
|
Expenses of short-term leases
|
| |
372
|
| |
0.2
|
| |
351
|
| |
0.1
|
| |
527
|
| |
0.1
|
| |
316
|
| |
0.2
|
| |
159
|
| |
0.1
|
|
Impairment loss of mining machines
|
| |
—
|
| |
—
|
| |
106
|
| |
0.0
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
Logistic expenses
|
| |
339
|
| |
0.1
|
| |
1,391
|
| |
0.5
|
| |
3,060
|
| |
0.8
|
| |
1,477
|
| |
0.8
|
| |
243
|
| |
0.1
|
|
Travel expenses
|
| |
52
|
| |
0.0
|
| |
1,393
|
| |
0.5
|
| |
3,202
|
| |
0.8
|
| |
2,015
|
| |
1.1
|
| |
1,227
|
| |
0.7
|
|
Insurance fee
|
| |
459
|
| |
0.2
|
| |
983
|
| |
0.3
|
| |
3,446
|
| |
0.9
|
| |
2,091
|
| |
1.1
|
| |
692
|
| |
0.4
|
|
Others
|
| |
766
|
| |
0.3
|
| |
4,826
|
| |
1.9
|
| |
12,756
|
| |
3.3
|
| |
5,736
|
| |
3.1
|
| |
3,267
|
| |
1.8
|
|
Total cost of revenue, selling, general
and administrative and research and development expenses
|
| |
245,189
|
| |
100.0
|
| |
280,939
|
| |
100.0
|
| |
390,656
|
| |
100.0
|
| |
189,354
|
| |
100.0
|
| |
186,267
|
| |
100.0
|
|
•
|
Revenue generated from our self-mining business decreased by 15.4% from US$41.0 million for the six months ended June 30,
2022 to US$34.7 million for the six months ended June 30, 2023. The change was mainly driven by the price drop of Bitcoin, the most significant type of cryptocurrency involved in our business operation, partially offset by an increase
in the comparative number of Bitcoin mined from self-mining, resulting from an increase in the amount of hash rate allocated to our self-mining business as a percentage of the total network hash rate. The hash rate used for self-mining,
calculated on a six-month monthly average basis, was approximately 3.6 EH/s for the six months ended June 30, 2023, which increased compared to 2.0 EH/s for the six months ended June 30, 2022. We expect to remain flexible in allocating
hash rate between self-mining and hash rate sales through Cloud Hash Rate, depending on the market condition.
|
|
•
|
Revenue generated from Cloud Hash Rate decreased by 51.9% from US$74.9 million for the six months ended June 30, 2022 to
US$36.0 million for the six months ended June 30, 2023, which was mainly attributable to a decrease in revenue from (i) hash rate subscription, (ii) electricity subscription, and (iii) additional consideration from acceleration plan
arrangements. Sales price of hash rate subscription is primarily priced with reference to Bitcoin price and overall network hash rate at the time of sales and revenue generated from the subscription is recognized evenly over the
duration of the subscription. As a result, revenue from hash rate subscription for the six months ended June 30, 2023 did not only consist of new sales during the six months ended June 30, 2023 but also the amortized revenue from sales
before 2023 and that captured the Bitcoin price appreciation during 2021. With the gradual expiration of the hash rate subscription, we have also slightly decreased hash rate allocated to Cloud Hash Rate, calculated on a six-month
monthly average basis, from 2.2 EH/s for the six months ended June 30, 2022 to 1.6 EH/s for the six months ended June 30, 2023. The decrease in revenue from electricity subscription was attributable to the decrease of active hash rate
subscription orders. The decrease in revenue from additional consideration from Cloud Hash Rate arrangements offered under accelerator mode was due to the expiration of our existing revenue sharing arrangements subscribed in the prior
year and a delay in reaching the condition for revenue sharing due to generally longer subscription periods and lower-than-expected mining rewards.
|
|
•
|
Revenue generated from Cloud Hosting decreased by 73.4% from US$6.8 million for the six months ended June 30, 2022 to
US$1.8 million for the six months ended June 30, 2023, which was primarily attributable to the decrease in capacity allocated for Cloud Hosting and completion of most orders of Cloud Hosting by the end of 2022.
|
|
•
|
Revenue generated from General Hosting slightly decreased by 5.8% from US$53.0 million for the six months ended June 30, 2022
to US$49.9 million for the six months ended June 30, 2023, primarily because of a slight decrease in the capacity of General Hosting.
|
|
•
|
Revenue generated from Membership Hosting increased significantly from nil for the six months ended June 30, 2022 to reach a
revenue of US$40.4 million for the six months ended June 30, 2023 because our mining datacenter in North America began to deliver capacity in the second half of 2022.
|
|
•
|
Share-based payment expenses attributed to cost of revenue decreased by 55.7% from US$5.8 million to US$2.6 million for the
six months ended June 30, 2023, which was due to (i) the decrease in the number of share awards granted to employees in the first half of 2023 and (ii) the decrease in expense recognized according to graded vesting schedules for
outstanding share awards for the six months ended June 30, 2023.
|
|
•
|
Depreciation of mining machines decreased by 25.5% from US$15.0 million for the six months ended June 30, 2022 to
US$11.2 million for the six months ended June 30, 2023, primarily due to mining machines procured prior to 2022 being fully depreciated gradually.
|
|
•
|
Electricity cost in operating mining machines increased by 42.4% from US$59.4 million for the six months ended June 30, 2022
to US$84.5 million for the six months ended June 30, 2023, which was attributed to the increased overall energy consumption related to the expansion of our mining datacenter operations in North America and Norway.
|
|
•
|
Depreciation of property, plant and equipment attributed to cost of revenue increased by 70.0% from US$11.7 million for the
six months ended June 30, 2022 to US$19.9 million for the six months ended June 30, 2023, primarily as a result of the expansion of our mining datacenters and mining facilities in North America and Norway.
|
|
•
|
Revenue generated from our self-mining business decreased by 67.4% from US$191.7 million for the year ended December 31, 2021
to US$62.4 million for the year ended December 31, 2022. The change was mainly driven by (i) the price drop of Bitcoin, the most significant type of cryptocurrency involved in our business operation and (ii) a decrease in the
comparative number of Bitcoin mined from self-mining, resulting from a decrease in the amount of hash rate allocated to our self-mining business as a percentage of the total network hash rate. The hash rate used for self-mining,
calculated on a twelve-month monthly average basis, was approximately 2.4EH/s for the year ended December 31, 2022, which slightly increased compared to 2.2EH/s for the year ended December 31, 2021. We expect to remain flexible in
allocating hash rate between self-mining and hash rate sales through Cloud Hash Rate, depending on the market condition.
|
|
•
|
Revenue generated from sales of mining machines decreased by 98.5% from US$45.7 million for the year ended December 31, 2021
to US$0.7 million for the year ended December 31, 2022, which was mainly attributable to a decrease in the number of mining machines we sold for the year ended December 31, 2022 as we had sold most of our mining machines of older models
for the year ended December 31, 2021. We currently do not expect to sell mining machines in the near-future.
|
|
•
|
Revenue generated from Cloud Hash Rate decreased by 2.3% from US$124.2 million for the year ended December 31, 2021 to
US$121.3 million for the year ended December 31, 2022, which was mainly attributable to an increase in (i) revenue from hash rate subscription and (ii) revenue from electricity subscription, offset by a decrease in revenue from
additional consideration from acceleration plan arrangements. Sales price of hash rate subscription is primarily priced with reference to Bitcoin price and overall network hash rate at the time of sales and revenue generated from the
subscription is recognized evenly over the duration of the subscription. As a result, revenue from hash rate subscription for the year ended December 31, 2022 did not only consist of new sales during the year ended December 31, 2022 but
also the amortized revenue from sales before 2022 and that captured the Bitcoin price appreciation during 2021. With the gradual expiration of the hash rate subscription, we have also slightly decreased hash rate allocated to Cloud Hash
Rate, calculated on a twelve-month monthly average basis, from 2.0EH/s for the year ended December 31, 2021 to 1.8EH/s for the year ended December 31, 2022. The increase in electricity subscription was as a result of increase in
electricity price in 2022 for existing customers of Cloud Hash Rate. The decrease in revenue from additional consideration from Cloud Hash Rate arrangements offered under accelerator mode was due to the expiration of our existing
revenue sharing arrangements subscribed in the prior year and a delay in reaching the condition for revenue sharing due to generally longer subscription periods and lower-than-expected mining rewards.
|
|
•
|
Revenue generated from Cloud Hosting increased by 67.1% from US$7.6 million for the year ended December 31, 2021 to
US$12.7 million for the year ended December 31, 2022, which was primarily because nearly half of orders of Cloud Hosting in 2021 were subscribed in the second half of 2021, which contributed to the revenue in 2022, while nearly all
orders of Cloud Hosting in 2022 contributed to the revenue in 2022.
|
|
•
|
Revenue generated from General Hosting increased significantly from US$18.3 million for the year ended December 31, 2021 to
US$99.3 million for the year ended December 31, 2022, primarily driven by an increase in the mining site capacity as a result of the expansion of our mining datacenter operations.
|
|
•
|
We began to generate revenue from Membership Hosting in the second half of 2022 when our mining datacenter in North America
began to deliver capacity, and recorded revenue in the amount of US$26.1 million for the year ended December 31, 2022.
|
|
•
|
Depreciation of mining machines decreased by 33.3% from US$43.9 million for the year ended December 31, 2021 to US$29.3
million for the year ended December 31, 2022, primarily because (i) a significant number of the mining machines procured prior to 2021 as a result of our expanded hash rate capacity are fully depreciated by 2021, and (ii) we changed the
useful life for mining machines from one year to two years for the mining machines of newer models that were purchased starting from July 2021, which leads to lower depreciation afterwards
|
|
•
|
Electricity cost in operating mining machines increased by 138.9% from US$58.4 million for the year ended December 31, 2021
to US$139.5 million for the year ended December 31, 2022, which was attributed to the increased overall energy consumption related to the expansion of our mining datacenter operations in North America and Norway.
|
|
•
|
Cost of mining machines sold and accessories sold decreased by 83.3% from US$6.0 million for the year ended December 31, 2021
to US$1.0 million for the year ended December 31, 2022, primarily driven by the decrease in the number of mining machines we sold for the year ended December 31, 2022 as we had sold most of our mining machines of older models for the
year ended December 31, 2021. We currently do not expect to sell mining machines in the near-future.
|
|
•
|
Salaries, wages and other benefits attributed to cost of revenue increased by 89.4% from US$9.4 million for the year ended
December 31, 2021 to US$17.8 million for the year ended December 31,2022, which was due to the increase in employees and in salaries, wages and other benefits to attract and retain quality employees as a result of the expansion of our
mining datacenter operations in North America.
|
|
•
|
Depreciation of property, plant and equipment attributed to cost of revenue increased by 114.3% from US$14.0 million for the
year ended December 31, 2021 to US$30.0 million for the year ended December 31, 2022, primarily as a result of the expansion of our mining datacenters and mining facilities in North America and Norway.
|
|
•
|
Revenue generated from our self-mining business increased by 116.6% from US$88.5 million for the year ended December 31, 2020
to US$191.7 million for the year ended December 31, 2021. The change was mainly driven by price appreciation of Bitcoin, the most significant type of cryptocurrency involved in our business operation, partially offset by a decrease in
the number of Bitcoin mined, primarily resulting from the Bitcoin halving event on May 11, 2020 and a slight decrease in the hash rate allocated to self-mining. The average price of Bitcoin for the year ended December 31, 2021 was
US$47,385 compared to US$11,057 for the year ended December 31, 2020, representing an increase of 328.5%, according to Frost & Sullivan. The hash rate used for self-mining, calculated on a twelve-month monthly average basis, was
approximately 2.2EH/s for the year ended December 31, 2021, which was slightly decreased compared to 2.3EH/s for the year ended December 31, 2020.
|
|
•
|
Revenue generated from Cloud Hash Rate increased by 58.7% from US$78.3 million for the year ended December 31, 2020 to
US$124.2 million for year ended December 31, 2021, which was mainly attributable to the increase in (i) revenue from additional consideration from acceleration plan arrangements and (ii) revenue from hash rate subscription, partially
offset by a decrease in electricity charges as a result of lower hash rate allocated to Cloud Hash Rate in 2021. The increase in revenue generated from additional consideration from acceleration plan arrangements was due to the launch
of subscription plans under “accelerator mode” in 2020, an increase in the number of customers who recovered their investment costs in 2021 as well as Bitcoin price appreciation. The increase in revenue from hash rate subscription was
mainly driven by the higher sales price of hash rate subscription and the higher demand for Cloud Hash Rate, both of which were primarily attributable to (i) Bitcoin price appreciation, and (ii) our increased brand recognition as a
result of our expanding scale of operations as well as diverse hash rate subscription plans and high-quality hash rate. The hash rate allocated to Cloud Hash Rate, calculated on a twelve-month monthly average basis, was approximately
2.0EH/s for the year ended December 31, 2021, which was slightly decreased compared to 2.1EH/s for the year ended December 31, 2020.
|
|
•
|
Revenue generated from sales of mining machines increased by 188.4% from US$15.8 million for the year ended December 31, 2020
to US$45.7 million for the year ended December 31, 2021, which was mainly attributable to the higher sales price of mining machines driven by Bitcoin price appreciation, offset by the decrease in the number of mining machines we sold in
2021.
|
|
•
|
Revenue generated from Cloud Hosting increased by 158.4% from US$2.9 million for the year ended December 31, 2020 to
US$7.6 million for the year ended December 31, 2021, which was mainly attributable to an increase in the customer base of Cloud Hosting following the launch of Cloud Hosting service in 2020.
|
|
•
|
Revenue generated from General Hosting increased from nil for the year ended December 31, 2020 to US$18.3 million for the
year ended December 31, 2021, primarily driven by (i) professional miners’ higher demand for hosting services in 2021, (ii) the increase in mining site capacity as a result of the expansion of our mining datacenter operations and (iii)
our efforts to attract more hosting customers to diversify our revenue stream.
|
|
•
|
Depreciation of mining machines decreased by 55.3% from US$98.1 million for the year ended December 31, 2020 to
US$43.9 million for the year ended December 31, 2021, primarily because (i) the mining machines procured at the beginning of 2020 as a result of our expanded hash rate capacity contributed large depreciation amount for the year ended
December 31, 2020, and are fully depreciated by the first half of 2021 as those mining machines were depreciated in one year on a straight-line basis, and (ii) we changed the useful life for mining machines from one year to one to two
years for the mining machines of newer models that were purchased in 2021 starting from July 2021, which leads to lower depreciation for the year ended December 31, 2021.
|
|
•
|
Electricity cost in operating mining machines decreased by 18.9% from US$72.1 million for the year ended December 31, 2020 to
US$58.4 million for the year ended December 31, 2021, primarily driven by the lowered overall energy consumption of 39.2 j/T as of December 31, 2021, compared to 48 j/T as of December 31, 2020 for our mining machines, partially offset
by the increase in hash rate under management calculated on a twelve-month average basis from approximately 4.6EH/s for the year ended December 31, 2020 to approximately 5.7EH/s for the year ended December 31, 2021.
|
|
•
|
Cost of mining machines sold decreased by 65.9% from US$17.5 million for the year ended December 31, 2020 to US$6.0 million
for the year ended December 31, 2021, primarily driven by (i) the lower carrying book value of the mining machines sold in 2021 as the mining machines sold in 2021 were used for a longer period with most of their costs depreciated
compared to the ones sold in 2020 and (ii) decrease in the number of mining machines sold in 2021.
|
|
•
|
Share-based payment expenses attributed to cost of revenue increased from nil for the year ended December 31, 2020 to US$10.4
million for the year ended December 31, 2021, which was due to the grant of options under the 2021 Share Incentive Plan to mining datacenter personnel in the second half of 2021.
|
|
•
|
Salaries, wages and other benefits attributed to cost of revenue increased by 99.4% from US$4.7 million for the year ended
December 31, 2020 to US$9.4 million for the year ended December 31, 2021, which was due to the increase in salaries, wages and other benefits to mining datacenter personnel as a result of the expansion of our mining datacenter
operations.
|
|
•
|
Depreciation of property, plant and equipment attributed to cost of revenue increased by 47.0% from US$9.5 million for the
year ended December 31, 2020 to US$14.0 million for the year ended December 31, 2021, primarily attributable to our expansion of the mining datacenter.
|
|
|
| |
For the Year Ended
December 31,
|
| |
For the Six Months Ended
|
|||||||||
|
|
| |
(Restated)
|
| |
2021
(Restated)
|
| |
2022
|
| |
2022
(Unaudited)
|
| |
2023
(Unaudited)
|
|
|
| |
US$
|
| |
US$
|
| |
US$
|
| |
US$
|
| |
US$
|
|
|
| |
(in thousands)
|
||||||||||||
|
Net cash used in operating activities
|
| |
(109,176)
|
| |
(52,466)
|
| |
(268,037)
|
| |
(151,845)
|
| |
(157,129)
|
|
Net cash generated from investing activities
|
| |
62,742
|
| |
394,569
|
| |
133,793
|
| |
114,884
|
| |
67,799
|
|
Net cash generated from / (used in) financing activities
|
| |
30,776
|
| |
(14,426)
|
| |
(3,884)
|
| |
(1,623)
|
| |
(10,283)
|
|
Net (decrease) / increase in cash and cash equivalents
|
| |
(15,658)
|
| |
327,677
|
| |
(138,128)
|
| |
(38,584)
|
| |
(99,613)
|
|
Cash and cash equivalents at the beginning of the year or
period
|
| |
59,826
|
| |
44,753
|
| |
372,088
|
| |
372,088
|
| |
231,362
|
|
Effect of movements in exchange rates on cash and cash
equivalents held
|
| |
585
|
| |
(342)
|
| |
(2,598)
|
| |
(2,734)
|
| |
(1,546)
|
|
Cash and cash equivalents at the end of the year or period
|
| |
44,753
|
| |
372,088
|
| |
231,362
|
| |
330,770
|
| |
130,203
|
|
Standard/Interpretation
|
| |
Application Date
of Standard
|
| |
Application Date
for our group
|
|
Amendments to IFRS 1, Subsidiary as a First-time Adopter
|
| | | | ||
|
Amendments to IFRS 9, Derecognition of Financial Liabilities
|
| | | | ||
|
Amendments to IFRS 3, Reference to the Conceptual Framework
|
| | | | ||
|
Amendments to IAS 16, Property, Plant and Equipment: Proceeds before Intended
Use
|
| | | | ||
| | | | | |||
|
IFRS 17, Insurance Contracts and Amendments to Address Concerns and
Implementation Challenges
|
| | | | ||
|
Amendments to IFRS 4, Expiry Date of the Deferral Approach
|
| | | | ||
|
Amendments to IAS 1, Making Materiality Judgement
|
| | | | ||
|
Amendments to IAS 1 and IFRS Practice Statement 2, Disclosure of Accounting
Policies
|
| | | | ||
|
Amendments to IAS 8, Definition of Accounting Estimates
|
| | | | ||
|
Amendments to IAS 12, Deferred Tax related to Assets and Liabilities arising
from a Single Transaction
|
| | | | ||
|
Initial Application of IFRS 17 and IFRS 9 - Comparative Information
|
| | | |
|
Standard/Interpretation
|
| |
Application Date
for our group
|
|
Amendments to IAS 1, Classification of Liabilities as Current or Non-current
and Disclosure of Accounting Policies
|
| | |
|
Amendments to IAS 1, Classification of Debt with Covenants
|
| | |
|
Amendments to IFRS 16, Subsequent Measurement of Sale and Leaseback
Transactions by a Seller-lessee
|
| |
|
•
|
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.
|
|
|
| |
Pre-Offering
|
| |
|
| |
|
|||||||||
|
|
| |
Total
Class A
Ordinary
Shares
|
| |
Total
Class V
Ordinary
Shares
|
| |
Total
% of
Issued
Class A
Ordinary
Shares
|
| |
Total
% of
Issued
Class V
Ordinary
Shares
|
| |
Total
% of
Voting
Power(1)
|
| |
Total
number of
Class A Ordinary
Shares
being
offered
|
|
Victory Courage Limited(2)
|
| |
—
|
| |
48,399,922
|
| |
—
|
| |
100.0%
|
| |
87.8%
|
| |
48,399,922
|
|
Shinning Stone Invest Co., Ltd.(3)
|
| |
15,326,416
|
| |
—
|
| |
22.8%
|
| |
—
|
| |
2.8%
|
| |
15,326,416
|
|
(1)
|
Calculation is based on a total of 115,679,628 ordinary shares of the Company outstanding as of February 29, 2024, including
67,279,706 Class A Ordinary Shares (excluding 606,756 Class A Ordinary Shares that have been repurchased but not cancelled and 6,728,431 Class A Ordinary Shares reserved for future issuances upon the exercise of awards granted under our
share incentive plans) and 48,399,922 Class V Ordinary Shares.
|
|
(2)
|
Represents 48,399,922 class V ordinary shares, par value US$0.0000001 per share, directly held by Victory Courage Limited
(“Victory Courage”). Victory Courage is a British Virgin Islands company wholly owned by Cosmic Gains Global Limited, a company incorporated in the British Virgin Islands wholly owned and managed by VISTRA Trust (Hong Kong) Limited as
trustee (the “Trustee”) of an irrevocable trust (the “Trust”), with Mr. Jihan Wu as the settlor and Mr. Wu and his family members as the beneficiaries. Under the terms of the Trust, Mr. Wu has the power to direct the Trustee with
respect to the retention or disposal of, and the exercise of any voting and other rights attached to the shares held by Victory Courage in the Company.
|
|
(3)
|
Represents 15,326,416 class A ordinary shares, par value US$0.0000001 per share, directly held by Shinning Stone Invest Co.,
Ltd. (“Shinning Stone”). Shinning Stone is a British Virgin Islands company wholly-owned by Mr. Zhaofeng Zhao. Mr. Zhao is also the sole director of Shinning Stone.
|
|
•
|
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
|
| |
$57,846.95
|
|
Accounting fees and expenses
|
| |
*
|
|
Legal fees and expenses
|
| |
*
|
|
Financial printing and miscellaneous expenses
|
| |
*
|
|
Total
|
| |
*
|
|
*
|
These fees are calculated based on the securities offered and the number of issuances and accordingly 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 (B) 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, 2022 filed with the SEC on April 28, 2023;
|
|
•
|
our Reports on Form 6-K filed with the SEC on May 8, 2023, May 9, 2023, May 15, 2023, June 7, 2023, June 15, 2023, June 16, 2023, June 20,
2023, July 10, 2023, August 9, 2023, August 11, 2023, August 22, 2023, September 7, 2023,
September 20, 2023, October 10, 2023,
October 13, 2023, October 19, 2023,
October 30, 2023, November 7, 2023, November 14, 2023, December 7, 2023, January 8, 2024, January 29, 2024, February 6,
2024, March 5, 2024 (two filings) and March 7, 2024;
|
|
•
|
the description of our 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;
|
|
|
| |
Page
|
|
Unaudited Condensed Consolidated
Financial Statements as of December 31, 2022 and June 30, 2023 and for the Six Months Ended June 30, 2022 and 2023
|
| |
|
| | | ||
| | | ||
| | | ||
| | | ||
| | | ||
|
|
| |
|
|
Three Years in the Period Ended December 31, 2022
|
| |
|
| | | ||
| | | ||
| | | ||
| | | ||
| | | ||
| | | ||
|
|
| |
|
|
Financial Statements of Blue Safari Acquisition Corp.
|
| |
|
|
Audited Financial Statements
|
| |
|
| | | ||
| | | ||
| | | ||
| | | ||
| | | ||
| | |
|
|
| |
Note
|
| | | | ||
|
ASSETS
|
| |
|
| |
|
| |
|
|
Cash and cash equivalents
|
| |
8
|
| |
i 231,362
|
| |
i 130,203
|
|
Cryptocurrencies
|
| |
9
|
| |
i 2,175
|
| |
i 10,336
|
|
Trade receivables
|
| |
|
| |
i 18,304
|
| |
i 15,440
|
|
Amounts due from a related party
|
| |
22
|
| |
i 397
|
| |
i 308
|
|
Mining machines
|
| |
12
|
| |
i 27,703
|
| |
i 47,295
|
|
Prepayments and other assets
|
| |
10
|
| |
i 59,576
|
| |
i 129,711
|
|
Financial assets at fair value through profit or loss
|
| |
11
|
| |
i 60,959
|
| |
i 33,486
|
|
Restricted cash
|
| |
8
|
| |
i 11,494
|
| |
i 9,477
|
|
Right-of-use assets
|
| |
15
|
| |
i 60,082
|
| |
i 59,754
|
|
Property, plant and equipment
|
| |
13
|
| |
i 138,636
|
| |
i 139,336
|
|
Investment properties
|
| |
14
|
| |
i 35,542
|
| |
i 34,387
|
|
Intangible assets
|
| |
|
| |
i 322
|
| |
i 5,064
|
|
Deferred tax assets
|
| |
21
|
| |
i 4,857
|
| |
i 4,216
|
|
TOTAL ASSETS
|
| |
|
| |
i 651,409
|
| |
i 619,013
|
|
LIABILITIES
|
| |
|
| |
|
| |
|
|
Trade payables
|
| |
|
| |
i 15,768
|
| |
i 16,483
|
|
Other payables and accruals
|
| |
17
|
| |
i 22,176
|
| |
i 29,913
|
|
Amounts due to a related party
|
| |
22
|
| |
i 316
|
| |
i 127
|
|
Income tax payables
|
| |
|
| |
i 657
|
| |
i 562
|
|
Deferred revenue
|
| |
|
| |
i 182,297
|
| |
i 155,572
|
|
Borrowings
|
| |
16
|
| |
i 29,805
|
| |
i 29,988
|
|
Lease liabilities
|
| |
15
|
| |
i 70,425
|
| |
i 70,665
|
|
Deferred tax liabilities
|
| |
21
|
| |
i 11,626
|
| |
i 7,239
|
|
TOTAL LIABILITIES
|
| |
|
| |
i 333,070
|
| |
i 310,549
|
|
NET ASSETS
|
| |
|
| |
i 318,339
|
| |
i 308,464
|
|
EQUITY
|
| |
|
| |
|
| |
|
|
Share capital*
|
| |
20
|
| |
i —
|
| |
i —
|
|
Retained earnings / (accumulated deficit)
|
| |
20
|
| |
i 6,803
|
| |
( i 43,024)
|
|
Reserves*
|
| |
20
|
| |
i 311,536
|
| |
i 351,488
|
|
TOTAL EQUITY
|
| |
|
| |
i 318,339
|
| |
i 308,464
|
|
*
|
After giving the effects of the
reverse recapitalization completed in April 2023 as described in Note 1.
|
|
|
| |
|
| |
Periods ended June 30,
|
|||
|
|
| |
Note
|
| |
2022
|
| |
2023
|
|
Revenue
|
| |
6
|
| |
i 179,619
|
| |
i 166,403
|
|
Cost of revenue
|
| |
18(a)
|
| |
( i 110,622)
|
| |
( i 136,754)
|
|
Gross profit
|
| |
|
| |
i 68,997
|
| |
i 29,649
|
|
Selling expenses
|
| |
18(a)
|
| |
( i 6,303)
|
| |
( i 4,315)
|
|
General and administrative expenses
|
| |
18(a)
|
| |
( i 52,686)
|
| |
( i 32,471)
|
|
Research and development expenses
|
| |
18(a)
|
| |
( i 19,743)
|
| |
( i 12,727)
|
|
Listing fee
|
| |
1
|
| |
—
|
| |
( i 33,151)
|
|
Other operating expenses
|
| |
18(b)
|
| |
( i 2,791)
|
| |
( i 100)
|
|
Other net gain
|
| |
18(c)
|
| |
i 1,130
|
| |
i 1,608
|
|
Loss from operations
|
| |
|
| |
( i 11,396)
|
| |
( i 51,507)
|
|
Finance expenses
|
| |
18(d)
|
| |
( i 5,823)
|
| |
( i 1,127)
|
|
Loss before taxation
|
| |
|
| |
( i 17,219)
|
| |
( i 52,634)
|
|
Income tax (expenses) / benefit
|
| |
21
|
| |
( i 7,975)
|
| |
i 2,807
|
|
Loss for the periods
|
| |
|
| |
( i 25,194)
|
| |
( i 49,827)
|
|
Other comprehensive loss
|
| |
|
| |
|
| |
|
|
Loss for the periods
|
| |
|
| |
( i 25,194)
|
| |
( i 49,827)
|
|
Other comprehensive income for the periods
|
| |
|
| |
|
| |
|
|
Item that may be reclassified to profit
|
| |
|
| |
|
| |
|
|
- Exchange differences on translation of financial statements
|
| |
|
| |
—
|
| |
i 9
|
|
Other comprehensive income for the periods, net of tax
|
| |
|
| |
—
|
| |
i 9
|
|
Total comprehensive loss for the periods
|
| |
|
| |
( i 25,194)
|
| |
( i 49,818)
|
|
Loss per share (basic and diluted)*
|
| |
23
|
| |
( i i 0.23 / )
|
| |
( i i 0.45 / )
|
|
Weighted average number of ordinary
shares outstanding (thousand shares) (basic and diluted)*
|
| |
23
|
| |
i i 108,681 /
|
| |
i i 109,805 /
|
|
*
|
After giving the effects of the
reverse recapitalization completed in April 2023 as described in Note 1.
|
|
|
| |
Share
Capital
|
| |
Retained
Earnings /
(Accumulated
Deficit)
|
| |
Exchange
Reserve
|
| |
Other
Reserve
|
| |
Total Equity
|
|
Balance at January 1, 2022
|
| |
—
|
| |
i 67,169
|
| |
( i 195)
|
| |
i 221,105
|
| |
i 288,079
|
|
Loss for the period
|
| |
—
|
| |
( i 25,194)
|
| |
—
|
| |
—
|
| |
( i 25,194)
|
|
Share-based payments
|
| |
—
|
| |
—
|
| |
—
|
| |
i 54,425
|
| |
i 54,425
|
|
Balance at June 30, 2022
|
| |
—
|
| |
i 41,975
|
| |
( i 195)
|
| |
i 275,530
|
| |
i 317,310
|
|
Balance at January 1, 2023
|
| |
—
|
| |
i 6,803
|
| |
( i 217)
|
| |
i 311,753
|
| |
i 318,339
|
|
Issuance of shares through Business Combination
|
| |
—
|
| |
—
|
| |
—
|
| |
i 18,096
|
| |
i 18,096
|
|
Loss for the period
|
| |
—
|
| |
( i 49,827)
|
| |
—
|
| |
—
|
| |
( i 49,827)
|
|
Other comprehensive income
|
| |
—
|
| |
—
|
| |
i 9
|
| |
—
|
| |
i 9
|
|
Share-based payments
|
| |
—
|
| |
—
|
| |
—
|
| |
i 21,847
|
| |
i 21,847
|
|
Balance at June 30, 2023
|
| |
—
|
| |
( i 43,024)
|
| |
( i 208)
|
| |
i 351,696
|
| |
i 308,464
|
|
|
| |
Periods ended June 30,
|
|||
|
|
| | | |
2023
|
|
| Cash flows from operating activities | ||||||
|
Loss for the periods
|
| |
( i 25,194)
|
| |
( i 49,827)
|
|
Adjustments for:
|
| |
|
| |
|
|
Revenues recognized on acceptance of cryptocurrencies
|
| |
( i 156,640)
|
| |
( i 153,526)
|
|
Depreciation and amortization
|
| |
i 29,251
|
| |
i 36,223
|
|
Listing fee
|
| |
—
|
| |
i 33,151
|
|
Share-based payment expenses
|
| |
i 54,425
|
| |
i 21,847
|
|
(Gain) / loss on disposal of property, plant and equipment
|
| |
( i 554)
|
| |
i 51
|
|
Changes in fair value of financial assets at fair value through profit or loss
|
| |
—
|
| |
( i 2,238)
|
|
Loss on disposal of mining machines
|
| |
—
|
| |
i 572
|
|
Loss / (gain) on disposal of cryptocurrencies
|
| |
i 2,230
|
| |
( i 471)
|
|
Impairment charges
|
| |
i 561
|
| |
( i 1)
|
|
Loss on foreign currency transactions
|
| |
i 3,903
|
| |
i 2,335
|
|
Interest income
|
| |
( i 777)
|
| |
( i 4,074)
|
|
Interest accretion on lease liabilities
|
| |
i 1,132
|
| |
i 1,299
|
|
Interest expense on convertible debt
|
| |
i 1,374
|
| |
i 1,390
|
|
Income tax expenses / (benefit)
|
| |
i 7,975
|
| |
( i 2,807)
|
|
Changes in:
|
| |
|
| |
|
|
Restricted cash
|
| |
—
|
| |
i 2,017
|
|
Trade receivables
|
| |
( i 12,569)
|
| |
( i 800)
|
|
Prepayments and other assets
|
| |
( i 24,393)
|
| |
( i 39,622)
|
|
Mining machines held for sale
|
| |
i 571
|
| |
i 4
|
|
Amounts due from a related party
|
| |
i 212
|
| |
i 90
|
|
Trade payables
|
| |
( i 2,382)
|
| |
i 862
|
|
Deferred revenue
|
| |
( i 6,369)
|
| |
( i 52)
|
|
Amounts due to a related party
|
| |
—
|
| |
( i 189)
|
|
Other payables and accruals
|
| |
( i 3,055)
|
| |
( i 4,836)
|
|
Cash used in operating activities:
|
| |
( i 130,299)
|
| |
( i 158,602)
|
|
Interest paid on leases
|
| |
( i 1,132)
|
| |
( i 1,299)
|
|
Interest paid on convertible debt
|
| |
( i 1,207)
|
| |
( i 1,207)
|
|
Interest received
|
| |
i 422
|
| |
i 4,074
|
|
Income tax paid
|
| |
( i 19,629)
|
| |
( i 95)
|
|
Net cash used in operating activities
|
| |
( i 151,845)
|
| |
( i 157,129)
|
|
Cash flows from investing activities
|
| |
|
| |
|
|
Purchase of property, plant and equipment, investment properties and intangible
assets
|
| |
( i 49,800)
|
| |
( i 24,609)
|
|
Purchase of mining machines
|
| |
—
|
| |
( i 62,510)
|
|
Purchase of financial assets at fair value through profit or loss
|
| |
( i 10,750)
|
| |
( i 1,400)
|
|
Proceeds from disposal of financial assets at fair value through profit or loss
|
| |
—
|
| |
i 31,111
|
|
Purchase of cryptocurrencies
|
| |
( i 186,006)
|
| |
—
|
|
Repayments from a related party
|
| |
i 923
|
| |
—
|
|
Lending to a third party
|
| |
( i 1,226)
|
| |
( i 62)
|
|
Proceeds from disposal of property, plant and equipment
|
| |
i 597
|
| |
i 29
|
|
Proceeds from disposal of cryptocurrencies
|
| |
i 351,265
|
| |
i 125,240
|
|
Collection of receivables from previously disposed subsidiaries
|
| |
i 9,881
|
| |
—
|
|
Net cash generated from investing activities
|
| |
i 114,884
|
| |
i 67,799
|
|
Cash flows from financing activities
|
| |
|
| |
|
|
Capital element of lease rentals paid
|
| |
( i 1,623)
|
| |
( i 2,632)
|
|
Net payment related to Business Combination
|
| |
—
|
| |
( i 7,651)
|
|
Net cash used in financing activities
|
| |
( i 1,623)
|
| |
( i 10,283)
|
|
Net decrease in cash and cash equivalents
|
| |
( i 38,584)
|
| |
( i 99,613)
|
|
Cash and cash equivalents at January 1
|
| |
i 372,088
|
| |
i 231,362
|
|
Effect of movements in exchange rates on cash and cash equivalents held
|
| |
( i 2,734)
|
| |
( i 1,546)
|
|
Cash and cash equivalents at June 30
|
| |
i 330,770
|
| |
i 130,203
|
|
1.
|
ORGANIZATION
|
|
|
| | |
|
In thousands of USD, except for the
closing price of BSGA’s share and the number of ordinary shares information
|
| |
|
|
Number of outstanding ordinary shares held by BSGA’s
shareholders on acquisition date (thousand shares)
|
| |
i 2,607
|
|
Closing price of BSGA’s ordinary shares on acquisition date (in USD)
|
| |
i 10
|
|
Fair value of BSGA’s ordinary shares on acquisition date
|
| |
i 26,075
|
|
Settlement of pre-existing debtor relationship with BSGA*
|
| |
i 2,607
|
|
Total fair value of consideration transferred
|
| |
i 28,682
|
|
Fair value of assets acquired and liabilities assumed:
|
| |
|
|
Cash and cash equivalents
|
| |
i 317
|
|
Prepayments and other assets
|
| |
i 48
|
|
Other payables and accruals
|
| |
( i 4,834)
|
|
Total fair value of assets acquired and liabilities assumed
|
| |
( i 4,469)
|
|
Excess of fair value of consideration transferred over
fair value of assets acquired and liabilities assumed, recognized as listing fee
|
| |
i 33,151
|
|
*
|
Settlement of
pre-existing debtor relationship with BSGA represents lending made to BSGA. See Note 10.
|
|
2.
|
BASIS OF PREPARATION
|
|
3.
|
SIGNIFICANT ACCOUNTING POLICIES
|
|
a.
|
Changes in accounting policies and newly adopted accounting policies
|
|
•
|
IFRS 17, Insurance Contracts and Amendments to Address Concerns and Implementation Challenges
|
|
•
|
Amendments to IFRS 4, Expiry Date of the Deferral Approach
|
|
•
|
Amendments to IAS 1, Making Materiality Judgement
|
|
•
|
Amendments to IAS 1 and IFRS Practice Statement 2, Disclosure of Accounting Policies
|
|
•
|
Amendments to IAS 8, Definition of Accounting Estimates
|
|
•
|
Amendments to IAS 12, Deferred Tax related to Assets and Liabilities arising from a Single Transaction
|
|
•
|
Initial Application of IFRS 17 and IFRS 9—Comparative Information
|
|
4.
|
CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS
|
|
5.
|
FINANCIAL RISK MANAGEMENT AND FAIR VALUES OF FINANCIAL INSTRUMENTS
|
|
|
| | ||||||||||||||||
|
In thousands of USD
|
| |
Within 1
year or on
demand
|
| |
More than
1 year but
less than 2
years
|
| |
More than
2 years but
less than 5
years
|
| |
More
than 5
years
|
| |
Total
|
| |
Carrying
amount at
December 31
|
|
Trade payables
|
| |
i 15,768
|
| |
—
|
| |
—
|
| |
—
|
| |
i 15,768
|
| |
i 15,768
|
|
Other payables and accruals
|
| |
i 22,176
|
| |
—
|
| |
—
|
| |
—
|
| |
i 22,176
|
| |
i 22,176
|
|
Amounts due to a related party
|
| |
i 316
|
| |
—
|
| |
—
|
| |
—
|
| |
i 316
|
| |
i 316
|
|
Borrowings
|
| |
i 29,805
|
| |
—
|
| |
—
|
| |
—
|
| |
i 29,805
|
| |
i 29,805
|
|
Lease liabilities
|
| |
i 7,471
|
| |
i 6,967
|
| |
i 20,290
|
| |
i 53,347
|
| |
i 88,075
|
| |
i 70,425
|
|
|
| |
i 75,536
|
| |
i 6,967
|
| |
i 20,290
|
| |
i 53,347
|
| |
i 156,140
|
| |
i 138,490
|
|
|
| | ||||||||||||||||
|
In thousands of USD
|
| |
Within 1
year or on
demand
|
| |
More than
1 year but
less than 2
years
|
| |
More than
2 years but
less than 5
years
|
| |
More
than 5
years
|
| |
Total
|
| |
Carrying
amount at
June 30
|
|
Trade payables
|
| |
i 16,483
|
| |
—
|
| |
—
|
| |
—
|
| |
i 16,483
|
| |
i 16,483
|
|
Other payables and accruals
|
| |
i 29,913
|
| |
—
|
| |
—
|
| |
—
|
| |
i 29,913
|
| |
i 29,913
|
|
Amounts due to a related party
|
| |
i 127
|
| |
—
|
| |
—
|
| |
—
|
| |
i 127
|
| |
i 127
|
|
Borrowings
|
| |
i 29,988
|
| |
—
|
| |
—
|
| |
—
|
| |
i 29,988
|
| |
i 29,988
|
|
Lease liabilities
|
| |
i 7,655
|
| |
i 7,351
|
| |
i 20,490
|
| |
i 51,569
|
| |
i 87,065
|
| |
i 70,665
|
|
|
| |
i 84,166
|
| |
i 7,351
|
| |
i 20,490
|
| |
i 51,569
|
| |
i 163,576
|
| |
i 147,176
|
|
•
|
Level 1 valuation: unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date.
|
|
•
|
Level 2 valuation: inputs, other than quoted prices included within Level 1, that are observable for the asset or liability,
either directly or indirectly.
|
|
•
|
Level 3 valuation: fair value measured using significant unobservable inputs.
|
|
In thousands of USD
|
| |
Valuation
technique(s) and
key input
|
| | | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
|
|
USDC
|
| |
Quoted price
|
| |
i 89
|
| |
i 89
|
| |
—
|
| |
—
|
|
Investment A, B and D in unlisted equity instruments
|
| |
Net asset value
|
| |
i 18,348
|
| |
—
|
| |
—
|
| |
i 18,348
|
|
Investment C and E in unlisted equity instruments
|
| |
Recent transaction price
|
| |
i 11,500
|
| |
—
|
| |
—
|
| |
i 11,500
|
|
Investment in unlisted debt instruments
|
| |
Net asset value
|
| |
i 31,111
|
| |
—
|
| |
—
|
| |
i 31,111
|
|
In thousands of USD
|
| |
Valuation
technique(s) and
key input
|
| | | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
|
|
USDC
|
| |
Quoted price
|
| |
i 150
|
| |
i 150
|
| |
—
|
| |
—
|
|
Investment A, B and D in unlisted equity instruments
|
| |
Net asset value
|
| |
i 20,586
|
| |
—
|
| |
—
|
| |
i 20,586
|
|
Investment E and F in unlisted equity instruments
|
| |
Recent transaction price
|
| |
i 1,900
|
| |
—
|
| |
—
|
| |
i 1,900
|
|
Investment C in
unlisted equity instruments
|
| |
Multiple and calibration
|
| |
i 10,000
|
| |
—
|
| |
—
|
| |
i 10,000
|
|
Investment in unlisted debt instruments
|
| |
Net asset value
|
| |
i 1,000
|
| |
—
|
| |
—
|
| |
i 1,000
|
|
|
| |
Periods ended June 30,
|
|||
|
In thousands of USD
|
| |
2022
|
| |
2023
|
|
Unlisted equity instruments at fair
value through profit or loss measured using significant unobservable inputs:
|
| |
|
| |
|
|
At January 1,
|
| |
i 1,250
|
| |
i 60,959
|
|
Additions
|
| |
i 10,750
|
| |
i 1,400
|
|
Disposals
|
| |
—
|
| |
( i 31,111)
|
|
Net fair value changes recognized in profit or loss
|
| |
—
|
| |
i 2,238
|
|
At June 30,
|
| |
i 12,000
|
| |
i 33,486
|
|
6.
|
REVENUE AND CONTRACT BALANCES
|
|
|
| |
Periods ended June 30,
|
|||
|
In thousands of USD
|
| |
2022
|
| |
2023
|
|
Self-mining business
|
| |
i 41,010
|
| |
i 34,713
|
|
Cloud hash rate
|
| |
|
| |
|
|
Hash rate subscription
|
| |
i 46,861
|
| |
i 21,877
|
|
Electricity subscription
|
| |
i 24,583
|
| |
i 13,994
|
|
Additional consideration from acceleration plan arrangements
|
| |
i 3,449
|
| |
i 168
|
|
Sales of mining machines
|
| |
i 442
|
| |
i 2
|
|
Cloud hosting arrangements(2)
|
| |
i 6,787
|
| |
i 1,805
|
|
Membership hosting
|
| |
—
|
| |
i 40,435
|
|
General hosting
|
| |
i 53,000
|
| |
i 49,911
|
|
Others(1)
|
| |
i 3,487
|
| |
i 3,498
|
|
Total revenues
|
| |
i 179,619
|
| |
i 166,403
|
|
(1)
|
Others
include revenue generated primarily from providing technical and human resources service, repairment services of hosted mining machines, lease of investment properties, and the sale of mining machine peripherals.
|
|
(2)
|
The
Group did not generate any revenue from the additional consideration from Cloud Hosting arrangements offered under accelerator mode for the periods ended June 30, 2022 and 2023.
|
|
7.
|
SEGMENT INFORMATION
|
|
|
| |
Periods ended June 30,
|
|||
|
In thousands of USD
|
| |
2022
|
| |
2023
|
|
Singapore
|
| |
i 5,167
|
| |
i 12,073
|
|
Asia, excluding Singapore
|
| |
i 97,630
|
| |
i 47,458
|
|
North America
|
| |
i 59,658
|
| |
i 100,118
|
|
Europe
|
| |
i 11,251
|
| |
i 5,194
|
|
Others
|
| |
i 5,913
|
| |
i 1,560
|
|
Total
|
| |
i 179,619
|
| |
i 166,403
|
|
In thousands of USD
|
| |
At December 31,
|
| |
At June 30,
|
|
Singapore
|
| |
i 46,306
|
| |
i 48,599
|
|
Asia, excluding Singapore
|
| |
—
|
| |
i 21,996
|
|
North America
|
| |
i 170,439
|
| |
i 167,035
|
|
Europe
|
| |
i 45,540
|
| |
i 48,206
|
|
Total
|
| |
i 262,285
|
| |
i 285,836
|
|
8.
|
CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
|
In thousands of USD
|
| | | | ||
|
US dollar
|
| |
i 211,253
|
| |
i 112,957
|
|
Singapore dollar
|
| |
i 2,234
|
| |
i 3,131
|
|
Chinese renminbi
|
| |
i 2,484
|
| |
i 762
|
|
Norwegian krone
|
| |
i 12,589
|
| |
i 12,069
|
|
Euro
|
| |
i 2,791
|
| |
i 1,257
|
|
Hongkong dollar
|
| |
i 11
|
| |
i 7
|
|
Bhutan Ngultrum
|
| |
—
|
| |
i 20
|
|
Total cash and cash equivalents by currency
|
| |
i 231,362
|
| |
i 130,203
|
|
Restricted cash
|
| |
i 11,494
|
| |
i 9,477
|
|
Total restricted cash
|
| |
i 11,494
|
| |
i 9,477
|
|
|
| | | | ||
|
Draw Amount (In thousands of USD)
|
| |
i 11,477
|
| |
i 9,477
|
|
Range of expiration dates
|
| |
July 2023 to June 2025
|
| |
August 2024
|
|
9.
|
CRYPTOCURRENCIES
|
|
In thousands of USD
|
| | | | ||
|
Cryptocurrencies other than USDC
|
| |
i 2,086
|
| |
i 10,186
|
|
USDC
|
| |
i 89
|
| |
i 150
|
|
Total cryptocurrencies
|
| |
i 2,175
|
| |
i 10,336
|
|
|
| |
Periods ended June 30,
|
|||
|
In thousands of USD
|
| |
2022
|
| |
2023
|
|
Cost:
|
| |
|
| |
|
|
Beginning balances
|
| |
i 6,697
|
| |
i 2,179
|
|
Additions
|
| |
i 554,586
|
| |
i 133,520
|
|
Purchase of cryptocurrency-denoted wealth management product from a related
party(1)
|
| |
( i 149,972)
|
| |
—
|
|
Loan to a related party(2)
|
| |
( i 50,025)
|
| |
—
|
|
Disposals
|
| |
( i 357,113)
|
| |
( i 125,360)
|
|
Ending balances
|
| |
i 4,173
|
| |
i 10,339
|
|
Impairment:
|
| |
|
| |
|
|
Beginning balances
|
| |
( i 510)
|
| |
( i 4)
|
|
Additions
|
| |
( i 561)
|
| |
—
|
|
Disposals
|
| |
—
|
| |
i 1
|
|
Ending balances
|
| |
( i 1,071)
|
| |
( i 3)
|
|
Net book value:
|
| |
|
| |
|
|
Beginning balances
|
| |
i 6,187
|
| |
i 2,175
|
|
Ending balances
|
| |
i 3,102
|
| |
i 10,336
|
|
|
| |
Periods ended June 30,
|
|||
|
In thousands of USD
|
| |
2022
|
| |
2023
|
|
Cost:
|
| |
|
| |
|
|
Beginning balances
|
| |
i 6,598
|
| |
i 2,090
|
|
Additions
|
| |
i 481,077
|
| |
i 127,589
|
|
Purchase of cryptocurrency-denoted wealth management product from a related
party(1)
|
| |
( i 149,972)
|
| |
—
|
|
Loan to a related party(2)
|
| |
( i 15,004)
|
| |
—
|
|
Disposals
|
| |
( i 318,622)
|
| |
( i 119,490)
|
|
Ending balances
|
| |
i 4,077
|
| |
i 10,189
|
|
Impairment:
|
| |
|
| |
|
|
Beginning balances
|
| |
( i 510)
|
| |
( i 4)
|
|
Additions
|
| |
( i 561)
|
| |
—
|
|
Disposals
|
| |
—
|
| |
i 1
|
|
Ending balances
|
| |
( i 1,071)
|
| |
( i 3)
|
|
Net book value:
|
| |
|
| |
|
|
Beginning balances
|
| |
i 6,088
|
| |
i 2,086
|
|
Ending balances
|
| |
i 3,006
|
| |
i 10,186
|
|
(1)
|
Represent
cryptocurrency-denoted wealth management products purchased from the Matrixport Group, a related party. All such wealth management products were fully redeemed as of June 30, 2022 and the redemptions are included in the additions of
cryptocurrencies above. Also see Note 22.
|
|
(2)
|
Represent
cryptocurrency loans made to the Matrixport Group, a related party. All loans were fully collected as of June 30, 2022 and the collections are included in the additions of cryptocurrencies above. Also see Note 22.
|
|
10.
|
PREPAYMENTS AND OTHER ASSETS
|
|
In thousands of USD
|
| | | | ||
|
Deposits(1)
|
| |
i 26,577
|
| |
i 63,906
|
|
Prepayments to suppliers
|
| |
i 9,664
|
| |
i 41,887
|
|
Prepayments of income tax
|
| |
i 18,459
|
| |
i 17,521
|
|
Deductible input value-added tax
|
| |
i 757
|
| |
i 1,623
|
|
Receivable from a third party(2)
|
| |
i 2,546
|
| |
—
|
|
Others
|
| |
i 1,573
|
| |
i 4,774
|
|
Total
|
| |
i 59,576
|
| |
i 129,711
|
|
(1)
|
The
Group pays deposits to certain electricity service providers. In order to minimize the deposit paid to the electricity supplier, in April 2023, Bitdeer Inc., a subsidiary of the Group, has entered into a guaranty agreement with one of
the electricity suppliers to act as a guarantor to provide the assurance for the payment obligation of another subsidiary of the Group in connection with electricity service subscribed. The total liability of the Guarantor is limited to
the lesser of the guaranteed obligations under all agreements or US$ i 13 million in each case.
|
|
(2)
|
Represent
balance due from Blue Safari Acquisition Corp. (“BSGA”), a special purpose acquisition company who has signed a merger agreement with the Group. Associated with the anticipated merger, the Group agreed to lend BSGA an aggregate
principal amount of US$ i 1.99 million in i two tranches and additional US$ i 2.58
million in i four tranches to fund any and all amounts required to extend the period of time BSGA has to complete the merger for up to i two
times for an additional i three month
period each time. The lending bears no interest and is repayable only at the closing of the merger by BSGA. The merger was closed in April 2023 and the receivable was settled upon the completion of the merger. See Note 1.
|
|
11.
|
FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
|
|
In thousands of USD
|
| | | | ||
|
Investments in unlisted equity instruments
|
| |
|
| |
|
|
- Investment A
|
| |
i 1,000
|
| |
i 1,000
|
|
- Investment B
|
| |
i 1,000
|
| |
i 1,000
|
|
- Investment C
|
| |
i 10,000
|
| |
i 10,000
|
|
- Investment D – investment in a limited partnership set
up by Matrixport Group
|
| |
i 16,348
|
| |
i 18,586
|
|
- Investment E
|
| |
i 1,500
|
| |
i 1,500
|
|
- Investment F
|
| |
—
|
| |
i 400
|
|
Investments in unlisted debt instruments
|
| |
i 31,111
|
| |
i 1,000
|
|
Total
|
| |
i 60,959
|
| |
i 33,486
|
|
12.
|
MINING MACHINES
|
|
In thousands of USD
|
| |
Mining Machines
|
|
Cost:
|
| |
|
| | |
i 123,136
|
|
|
Additions
|
| |
i 9,422
|
|
Disposals
|
| |
( i 733)
|
| | |
i 131,825
|
|
|
Accumulated depreciation:
|
| |
|
| | |
( i 76,561)
|
|
|
Charge for the period
|
| |
( i 15,045)
|
|
Disposals
|
| |
i 162
|
| | |
( i 91,444)
|
|
|
Impairment:
|
| |
|
| | |
( i 106)
|
|
| | |
( i 106)
|
|
|
Net book value:
|
| |
|
| | |
i 40,275
|
|
|
Cost:
|
| |
|
| | |
i 122,203
|
|
|
Additions
|
| |
i 31,402
|
|
Disposals
|
| |
( i 6,185)
|
| | |
i 147,420
|
|
|
Accumulated depreciation:
|
| |
|
| | |
( i 94,399)
|
|
|
Charge for the period
|
| |
( i 11,208)
|
|
Disposals
|
| |
i 5,583
|
| | |
( i 100,024)
|
|
|
Impairment:
|
| |
|
| | |
( i 101)
|
|
| | |
( i 101)
|
|
|
Net book value:
|
| |
|
| | |
i 47,295
|
|
13.
|
PROPERTY, PLANT AND EQUIPMENT
|
|
In thousands of USD
|
| |
Construction
in progress
|
| |
Building
|
| |
Land
|
| |
Machinery
|
| |
Electronic
equipment
|
| |
Leasehold
improvements
|
| |
Others
|
| |
Total
|
|
Cost:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| | |
i 33,589
|
| |
i 23,449
|
| |
i 484
|
| |
i 15,734
|
| |
i 5,335
|
| |
i 48,425
|
| |
i 3,522
|
| |
i 130,538
|
|
|
Additions
|
| |
i 39,910
|
| |
—
|
| |
—
|
| |
i 119
|
| |
i 2,336
|
| |
i 581
|
| |
i 4,066
|
| |
i 47,012
|
|
Construction in progress transferred in
|
| |
( i 25,876)
|
| |
—
|
| |
—
|
| |
i 6,716
|
| |
i 312
|
| |
i 18,657
|
| |
i 191
|
| |
—
|
|
Disposals
|
| |
—
|
| |
—
|
| |
—
|
| |
( i 23)
|
| |
( i 28)
|
| |
—
|
| |
—
|
| |
( i 51)
|
| | |
i 47,623
|
| |
i 23,449
|
| |
i 484
|
| |
i 22,546
|
| |
i 7,955
|
| |
i 67,663
|
| |
i 7,779
|
| |
i 177,499
|
|
|
Accumulated depreciation:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| | |
—
|
| |
( i 2,388)
|
| |
—
|
| |
( i 2,427)
|
| |
( i 1,034)
|
| |
( i 21,111)
|
| |
( i 961)
|
| |
( i 27,921)
|
|
|
Charge for the period
|
| |
—
|
| |
( i 568)
|
| |
—
|
| |
( i 1,887)
|
| |
( i 617)
|
| |
( i 8,114)
|
| |
( i 580)
|
| |
( i 11,766)
|
|
Disposals
|
| |
—
|
| |
—
|
| |
—
|
| |
i 2
|
| |
i 6
|
| |
—
|
| |
—
|
| |
i 8
|
| | |
—
|
| |
( i 2,956)
|
| |
—
|
| |
( i 4,312)
|
| |
( i 1,645)
|
| |
( i 29,225)
|
| |
( i 1,541)
|
| |
( i 39,679)
|
|
|
Net book value:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| | |
i 47,623
|
| |
i 20,493
|
| |
i 484
|
| |
i 18,234
|
| |
i 6,310
|
| |
i 38,438
|
| |
i 6,238
|
| |
i 137,820
|
|
|
Cost:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| | |
i 16,512
|
| |
i 23,449
|
| |
i 484
|
| |
i 32,872
|
| |
i 10,624
|
| |
i 104,517
|
| |
i 8,428
|
| |
i 196,886
|
|
|
Additions
|
| |
i 19,390
|
| |
—
|
| |
—
|
| |
i 823
|
| |
i 155
|
| |
i 758
|
| |
i 30
|
| |
i 21,156
|
|
Construction in progress transferred in
|
| |
( i 5,548)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
i 5,548
|
| |
—
|
| |
—
|
|
Disposals
|
| |
—
|
| |
—
|
| |
—
|
| |
( i 69)
|
| |
( i 15)
|
| |
—
|
| |
—
|
| |
( i 84)
|
| | |
i 30,354
|
| |
i 23,449
|
| |
i 484
|
| |
i 33,626
|
| |
i 10,764
|
| |
i 110,823
|
| |
i 8,458
|
| |
i 217,958
|
|
|
Accumulated depreciation:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| | |
—
|
| |
( i 3,525)
|
| |
—
|
| |
( i 6,803)
|
| |
( i 2,473)
|
| |
( i 43,003)
|
| |
( i 2,446)
|
| |
( i 58,250)
|
|
|
Charge for the period
|
| |
—
|
| |
( i 568)
|
| |
—
|
| |
( i 3,169)
|
| |
( i 954)
|
| |
( i 14,696)
|
| |
( i 989)
|
| |
( i 20,376)
|
|
Disposals
|
| |
—
|
| |
i —
|
| |
—
|
| |
i 3
|
| |
i 1
|
| |
—
|
| |
—
|
| |
i 4
|
| | |
—
|
| |
( i 4,093)
|
| |
—
|
| |
( i 9,969)
|
| |
( i 3,426)
|
| |
( i 57,699)
|
| |
( i 3,435)
|
| |
( i 78,622)
|
|
|
Net book value:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| | |
i 30,354
|
| |
i 19,356
|
| |
i 484
|
| |
i 23,657
|
| |
i 7,338
|
| |
i 53,124
|
| |
i 5,023
|
| |
i 139,336
|
|
14.
|
INVESTMENT PROPERTIES
|
|
In thousands of USD
|
| |
Leasehold land
|
| |
Building
|
| |
Others
|
| |
Total
|
|
Cost:
|
| |
|
| |
|
| |
|
| |
|
| | |
i 5,746
|
| |
i 30,679
|
| |
i 394
|
| |
i 36,819
|
|
|
Additions
|
| |
i 80
|
| |
i 33
|
| |
i 334
|
| |
i 447
|
|
Exchange adjustments
|
| |
( i 63)
|
| |
( i 271)
|
| |
( i 4)
|
| |
( i 338)
|
| | |
i 5,763
|
| |
i 30,441
|
| |
i 724
|
| |
i 36,928
|
|
|
Accumulated depreciation:
|
| |
|
| |
|
| |
|
| |
|
| | |
( i 199)
|
| |
( i 1,051)
|
| |
( i 27)
|
| |
( i 1,277)
|
|
|
Charge for the period
|
| |
( i 195)
|
| |
( i 1,050)
|
| |
( i 35)
|
| |
( i 1,280)
|
|
Exchange adjustments
|
| |
i 3
|
| |
i 13
|
| |
—
|
| |
i 16
|
| | |
( i 391)
|
| |
( i 2,088)
|
| |
( i 62)
|
| |
( i 2,541)
|
|
|
Net book value:
|
| |
|
| |
|
| |
|
| |
|
| | |
i 5,372
|
| |
i 28,353
|
| |
i 662
|
| |
i 34,387
|
|
In thousands of USD
|
| |
At June 30,
|
|
2023
|
| |
i 2,448
|
|
2024
|
| |
i 4,534
|
|
2025
|
| |
i 3,708
|
|
2026
|
| |
i 2,915
|
|
2027
|
| |
i 1,922
|
|
Thereafter
|
| |
i 4,786
|
|
Total
|
| |
i 20,313
|
|
15.
|
LEASES
|
|
In thousands of USD
|
| |
At December 31,
|
| |
At June 30,
|
|
Right-of-use assets
|
| |
|
| |
|
|
- Land and buildings
|
| |
i 60,082
|
| |
i 59,754
|
|
Investment properties
|
| |
|
| |
|
|
- Leasehold land
|
| |
i 5,547
|
| |
i 5,372
|
|
In thousands of USD
|
| |
At December 31,
|
| |
At June 30,
|
|
Lease liabilities mature within 12 months
|
| |
i 4,973
|
| |
i 5,211
|
|
Lease liabilities mature over 12 months
|
| |
i 65,452
|
| |
i 65,454
|
|
Total lease liabilities*
|
| |
i 70,425
|
| |
i 70,665
|
|
*
|
Lease liabilities in amount
of approximately US$ i 4.7 million and US$ i 4.6 million was related to the leasehold land included in the investment properties as of December 31, 2022
and June 30, 2023. See Note 14.
|
|
|
| |
Periods ended June 30,
|
|||
|
In thousands of USD
|
| |
2022
|
| |
2023
|
|
Depreciation expense of right-of-use assets
|
| |
i 2,411
|
| |
i 3,205
|
|
Interest expense
|
| |
i 1,132
|
| |
i 1,299
|
|
Expense relating to variable payment leases
|
| |
i 284
|
| |
i 193
|
|
Expense relating to short-term leases
|
| |
i 316
|
| |
i 159
|
|
Total
|
| |
i 4,143
|
| |
i 4,856
|
|
16.
|
BORROWINGS
|
|
In thousands of USD
|
| |
At December 31,
|
| |
At June 30,
|
|
Convertible debt(1)
|
| |
i 29,805
|
| |
i 29,988
|
|
Total
|
| |
i 29,805
|
| |
i 29,988
|
|
(1)
|
The Group issued a US$ i 30 million promissory note on July 23, 2021. The promissory note is non-secured, bears an annual interest rate of i 8%,
matures on July 23, 2023 and provides the holder an option to convert all or any portion of the note into the Group’s ordinary shares at
US$ i 0.0632 per share at any time from the issuance of the note to the second anniversary of the date of issuance.
Approximately US$ i 683,000 was recognized as an equity component. The unamortized discount as of December 31, 2022 and June 30,
2023 was approximately US$ i 195,000 and US$ i 12,000.
|
|
17.
|
OTHER PAYABLES AND ACCRUALS
|
|
In thousands of USD
|
| |
At December 31,
|
| |
At June 30,
|
|
Accrued operating expenses
|
| |
i 5,539
|
| |
i 11,555
|
|
Payables for surtaxes
|
| |
i 8,928
|
| |
i 8,263
|
|
Deposit from hosting customers
|
| |
i 2,911
|
| |
i 6,193
|
|
Restoration provision for leasehold land
|
| |
i 1,343
|
| |
i 1,328
|
|
Payables for staff-related costs
|
| |
i 2,182
|
| |
i 1,003
|
|
Others
|
| |
i 1,273
|
| |
i 1,571
|
|
Total
|
| |
i 22,176
|
| |
i 29,913
|
|
18.
|
EXPENSES BY NATURE AND OTHER INCOME AND EXPENSES ITEMS
|
|
(a)
|
Expenses by nature
|
|
|
| |
Periods ended June 30,
|
|||
|
In thousands of USD
|
| |
2022
|
| |
2023
|
|
Staff cost
|
| |
|
| |
|
|
- Salaries, wages and other benefits
|
| |
i 23,874
|
| |
i 24,345
|
|
Share-based payment expenses
|
| |
i 54,425
|
| |
i 21,847
|
|
Amortization
|
| |
|
| |
|
|
- intangible assets
|
| |
i 29
|
| |
i 154
|
|
Depreciation
|
| |
|
| |
|
|
- mining machines
|
| |
i 15,045
|
| |
i 11,208
|
|
- property, plant and equipment
|
| |
i 11,766
|
| |
i 20,376
|
|
- right-of-use assets
|
| |
i 2,411
|
| |
i 3,205
|
|
- investment properties
|
| |
—
|
| |
i 1,280
|
|
Electricity cost in operating mining machines
|
| |
i 59,354
|
| |
i 84,510
|
|
Cost of mining machines and accessories sold
|
| |
i 571
|
| |
i 4
|
|
Consulting service fee
|
| |
i 3,012
|
| |
i 5,650
|
|
Tax and surcharge
|
| |
i 2,261
|
| |
i 3,155
|
|
Advertising expenses
|
| |
i 416
|
| |
i 628
|
|
Office expenses
|
| |
i 1,333
|
| |
i 1,894
|
|
Research and development technical service fees
|
| |
i 526
|
| |
i 1,104
|
|
Expense of low-value consumables
|
| |
i 2,412
|
| |
i 1,126
|
|
Expenses of variable payment lease
|
| |
i 284
|
| |
i 193
|
|
Expenses of short-term leases
|
| |
i 316
|
| |
i 159
|
|
Logistic fee
|
| |
i 1,477
|
| |
i 243
|
|
Travel expenses
|
| |
i 2,015
|
| |
i 1,227
|
|
Insurance fee
|
| |
i 2,091
|
| |
i 692
|
|
Others
|
| |
i 5,736
|
| |
i 3,267
|
|
Total cost of revenue, selling, general
and administrative and research and development expenses
|
| |
i 189,354
|
| |
i 186,267
|
|
(b)
|
Other operating expenses
|
|
|
| |
Periods ended June 30,
|
|||
|
In thousands of USD
|
| |
2022
|
| |
2023
|
|
Net (losses) / gain on disposal of cryptocurrencies
|
| |
( i 2,230)
|
| |
i 471
|
|
(Recognition) / reversal of impairment loss of cryptocurrencies
|
| |
( i 561)
|
| |
i 1
|
|
Net losses on disposal of mining machines
|
| |
—
|
| |
( i 572)
|
|
Total
|
| |
( i 2,791)
|
| |
( i 100)
|
|
(c)
|
Other net gain
|
|
|
| |
Periods ended June 30,
|
|||
|
In thousands of USD
|
| |
2022
|
| |
2023
|
|
Changes in fair value of financial assets at fair value through profit or loss
|
| |
—
|
| |
i 2,238
|
|
Government grants
|
| |
i 19
|
| |
i 31
|
|
Net gain / (losses) on disposal of property, plant and equipment
|
| |
i 554
|
| |
( i 51)
|
|
Others
|
| |
i 557
|
| |
( i 610)
|
|
Total
|
| |
i 1,130
|
| |
i 1,608
|
|
(d)
|
Finance expenses
|
|
|
| |
Periods ended June 30,
|
|||
|
In thousands of USD
|
| |
2022
|
| |
2023
|
|
Interest income
|
| |
i 777
|
| |
i 4,074
|
|
Cryptocurrency transaction service fee
|
| |
( i 79)
|
| |
( i 37)
|
|
Interest on lease liabilities
|
| |
( i 1,132)
|
| |
( i 1,299)
|
|
Interest expense on convertible debt
|
| |
( i 1,374)
|
| |
( i 1,390)
|
|
Loss on foreign currency transactions
|
| |
( i 3,903)
|
| |
( i 2,335)
|
|
Others
|
| |
( i 112)
|
| |
( i 140)
|
|
Total
|
| |
( i 5,823)
|
| |
( i 1,127)
|
|
19.
|
SHARE-BASED PAYMENTS
|
|
|
| |
Period ended June 30, 2022
|
||||||
|
|
| |
Number of options
(’000)
|
| |
Average exercise
price per share
award (US$)
|
| |
Average fair value
per share award
(US$)
|
|
As at January 1, 2022
|
| |
i 9,419
|
| |
i 3.50
|
| |
i 26.16
|
|
Granted during the period
|
| |
i 1,059
|
| |
i 3.50
|
| |
i 19.77
|
|
Forfeited
|
| |
( i 125)
|
| |
i 3.50
|
| |
i 25.73
|
|
As at June 30, 2022
|
| |
i 10,353
|
| |
i 3.50
|
| |
i 25.52
|
|
Vested and exercisable at June 30, 2022
|
| |
i 3,395
|
| |
i 3.50
|
| |
i 25.52
|
|
|
| |
Period ended June 30, 2023
|
||||||
|
|
| |
Number of options
(’000)
|
| |
Average exercise
price per share
award (US$)
|
| |
Average fair value
per share award
(US$)
|
|
As at January 1, 2023
|
| |
i 10,398
|
| |
i 3.50
|
| |
i 25.27
|
|
Granted during the period
|
| |
i 401
|
| |
i 3.50
|
| |
i 4.72
|
|
Forfeited
|
| |
( i 130)
|
| |
i 3.50
|
| |
i 19.85
|
|
As at June 30, 2023
|
| |
i 10,669
|
| |
i 3.50
|
| |
i 24.57
|
|
Vested and exercisable at June 30, 2023
|
| |
i 5,293
|
| |
i 3.50
|
| |
i 24.57
|
|
|
| |
Period ended June 30,
|
|||
|
In thousands of USD
|
| |
2022
|
| |
2023
|
|
Cost of revenue
|
| |
i 5,812
|
| |
i 2,576
|
|
General and administrative expenses
|
| |
i 29,256
|
| |
i 11,299
|
|
Research and development expenses
|
| |
i 14,906
|
| |
i 6,107
|
|
Selling expenses
|
| |
i 4,451
|
| |
i 1,865
|
|
Total
|
| |
i 54,425
|
| |
i 21,847
|
|
|
| |
At August 1,
|
| |
At November 1,
|
|
Dividend yield (%)
|
| |
—
|
| |
—
|
|
Expected volatility (%)
|
| |
i 130.19%
|
| |
i 130.23%
|
|
Risk-free interest rate (%)
|
| |
i 1.24%
|
| |
i 1.57%
|
|
Exercise multiple
|
| |
i 2.20- i 2.80
|
| |
i 2.20
|
|
|
| |
At January 1,
|
| |
At April 1,
|
| |
At July 1,
|
| |
At October 1,
|
|
Dividend yield (%)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
Expected volatility (%)
|
| |
i 128%
|
| |
i 123%
|
| |
i 120%
|
| |
i 121%
|
|
Risk-free interest rate (%)
|
| |
i 1.618%
|
| |
i 2.415%
|
| |
i 2.893%
|
| |
i 3.886%
|
|
Exercise multiple
|
| |
i 2.20- i 2.80
|
| |
i 2.20
|
| |
i 2.20
|
| |
i 2.20
|
|
|
| |
At January 1,
|
| |
At April 1,
|
|
Dividend yield (%)
|
| |
—
|
| |
—
|
|
Expected volatility (%)
|
| |
i 121%
|
| |
i 124%
|
|
Risk-free interest rate (%)
|
| |
i 4.152%
|
| |
i 4.167%
|
|
Exercise multiple
|
| |
i 2.20- i 2.80
|
| |
i 2.20
|
|
•
|
Dividend return is estimated by reference to the Group’s plan to distribute dividends in the near future. Currently, this is
estimated to be i zero as the Group plans to retain all profit for corporate expansion;
|
|
•
|
Expected volatility is estimated based on the daily close price volatility of a number of comparable companies to the Group;
|
|
•
|
Risk-free interest rate is based on the yield to maturity of U.S. treasury bills denominated in US$ at the option valuation
date;
|
|
•
|
Exercise multiple is based on empirical research on typical share award exercise behavior.
|
|
20.
|
EQUITY
|
|
(i)
|
Share premium, which effectively represents the share subscription amount paid over the par value of the shares. The
application of the share premium account is governed by Section 34 of the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands as amended, supplemented or otherwise modified from time to time.
|
|
(ii)
|
All foreign exchange differences arising from the translation of the financial statements of foreign operations.
|
|
(iii)
|
The value of the conversion option of the equity component embedded in the convertible debt.
|
|
(iv)
|
The accumulated share-based payment expenses.
|
|
•
|
safeguard the Group’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and
benefits for other stakeholders, mainly by pricing products and services commensurate with the level of risk
|
|
•
|
support the Group’s stability and growth
|
|
•
|
provide capital for the purpose of strengthening the Group’s risk management capability
|
|
21.
|
TAXATION
|
|
|
| |
Periods ended June 30,
|
|||
|
In thousands of USD
|
| |
2022
|
| |
2023
|
|
Current income tax expenses
|
| |
i 6,132
|
| |
i 939
|
|
Deferred income tax expenses / (benefit)
|
| |
i 1,843
|
| |
( i 3,746)
|
|
Total
|
| |
i 7,975
|
| |
( i 2,807)
|
|
In thousands of USD
|
| |
At December 31,
|
| |
At June 30,
|
|
Deferred tax assets
|
| |
|
| |
|
|
Net operating losses
|
| |
i 4,324
|
| |
i 3,752
|
|
Share-base payments
|
| |
i 2,672
|
| |
i 3,075
|
|
Deferred revenue
|
| |
—
|
| |
i 1,796
|
|
Property, plant and equipment, intangible assets and right-of-use assets
|
| |
i 533
|
| |
i 545
|
|
In thousands of USD
|
| |
At December 31,
|
| |
At June 30,
|
|
Total deferred tax assets
|
| |
i 7,529
|
| |
i 9,168
|
|
Set-off of deferred tax positions relate to income taxes
levied by the same tax authority
|
| |
( i 2,672)
|
| |
( i 4,952)
|
|
Deferred tax assets
|
| |
i 4,857
|
| |
i 4,216
|
|
Deferred tax liabilities
|
| |
|
| |
|
|
Property, plant and equipment
|
| |
( i 14,298)
|
| |
( i 12,191)
|
|
Set-off of deferred tax positions relate to income taxes
levied by the same tax authority
|
| |
i 2,672
|
| |
i 4,952
|
|
Deferred tax liabilities
|
| |
( i 11,626)
|
| |
( i 7,239)
|
|
Net deferred tax liabilities
|
| |
( i 6,769)
|
| |
( i 3,023)
|
|
In thousands of USD
|
| | | |
Recognized in
profit or loss
|
| | ||
|
Tax losses carried forward
|
| |
i 4,362
|
| |
( i 2,835)
|
| |
i 1,527
|
|
Share-based payments
|
| |
—
|
| |
i 2,111
|
| |
i 2,111
|
|
Property, plant and equipment
|
| |
( i 7,287)
|
| |
( i 1,119)
|
| |
( i 8,406)
|
|
Net deferred tax liabilities
|
| |
( i 2,925)
|
| |
( i 1,843)
|
| |
( i 4,768)
|
|
In thousands of USD
|
| | | |
Recognized in
profit or loss
|
| | ||
|
Tax losses carried forward
|
| |
i 4,324
|
| |
( i 572)
|
| |
i 3,752
|
|
Share-based payments
|
| |
i 2,672
|
| |
i 403
|
| |
i 3,075
|
|
Deferred revenue
|
| |
—
|
| |
i 1,796
|
| |
i 1,796
|
|
Property, plant and equipment, intangible assets and
right-of-use assets
|
| |
( i 13,765)
|
| |
i 2,119
|
| |
( i 11,646)
|
|
Net deferred tax liabilities
|
| |
( i 6,769)
|
| |
i 3,746
|
| |
( i 3,023)
|
|
Tax Jurisdiction
|
| |
Amount in
thousands of USD
|
| |
Earliest year
of expiration if
not utilized
|
|
Singapore
|
| |
i 3,300
|
| |
Indefinitely
|
|
Hong Kong
|
| |
i 4,661
|
| |
Indefinitely
|
|
United States
|
| |
i 70,558
|
| |
Indefinitely
|
|
Norway
|
| |
i 17,704
|
| |
Indefinitely
|
|
Total
|
| |
i 96,223
|
| |
|
|
22.
|
RELATED PARTY TRANSACTIONS
|
|
|
| |
Periods ended June 30,
|
|||
|
In thousands of USD
|
| |
2022
|
| |
2023
|
|
Salaries and other emoluments
|
| |
i 6,723
|
| |
i 4,263
|
|
Total
|
| |
i 6,723
|
| |
i 4,263
|
|
Name of related party
|
| |
Relationship with the Group
|
|
Matrix Finance and Technologies Holding Group and its subsidiaries (“Matrixport
Group”)
|
| |
The Group’s controlling person is the co-founder and chairman of the board of
directors of Matrixport Group and has significant influence over Matrixport Group.
|
|
In thousands of USD
|
| |
At December 31,
|
| |
At June 30,
|
|
Due from a related party
|
| |
|
| |
|
|
- Trade receivables
|
| |
i 75
|
| |
—
|
|
- Loans to a related party(1)
|
| |
i 322
|
| |
i 308
|
|
Total due from a related party
|
| |
i 397
|
| |
i 308
|
|
Due to a related party
|
| |
|
| |
|
|
- Other payables(2)
|
| |
i 316
|
| |
i 127
|
|
Total due to a related party
|
| |
i 316
|
| |
i 127
|
|
|
| |
Periods ended June 30,
|
|||
|
In thousands of USD
|
| |
2022
|
| |
2023
|
|
- Provide service to a related party
|
| |
i 1,377
|
| |
i 330
|
|
- Receive service from a related party
|
| |
i 82
|
| |
i 154
|
|
- Interest earned from a related party
|
| |
i 355
|
| |
—
|
|
- Return of wealth management product from a related party
|
| |
i 283
|
| |
—
|
|
- Changes in fair value of financial assets at fair value through profit or
loss
|
| |
—
|
| |
i 2,238
|
|
(1)
|
Loans to
a related party represent unsecured, interest-free loans made to the related party. These loans are due on demand.
|
|
(2)
|
Other
payables represent the accrued service expense related to the custody and other services provided by the related party.
|
|
|
| |
Type of
cryptocurrency
|
| |
Amount in
thousands of
cryptocurrencies
|
| |
Date of
purchase /
lending
|
| |
Date of
redemption /
collection
|
| |
Effective annual
yield of return /
interest rate
|
|
Wealth management product – type A
|
| |
USDT
|
| |
i 80,000
|
| | | | | |
i 1.00%
|
||
|
Loan
|
| |
USDT
|
| |
i 15,000
|
| | | | | |
i 5.83%
|
||
|
Loan
|
| |
USDC
|
| |
i 5,000
|
| | | | | |
i 7.00%
|
||
|
Wealth management product – type A
|
| |
USDT
|
| |
i 10,000
|
| | | | | |
i 3.06%
|
||
|
Loan
|
| |
USDC
|
| |
i 30,000
|
| | | | | |
i 15.00%
|
||
|
Wealth management product – type B
|
| |
USDT
|
| |
i 10,000
|
| | | | | |
i 5.70%
|
||
|
Wealth management product – type B
|
| |
USDT
|
| |
i 50,000
|
| | | | | |
i 5.92%
|
|
23.
|
EARNINGS / (LOSS) PER SHARE
|
|
|
| |
Periods ended June 30,
|
|||
|
In thousands of USD, except for the per share data
|
| |
2022
|
| |
2023
|
|
Loss attributable to ordinary equity shareholders of the Group
|
| |
( i 25,194)
|
| |
( i 49,827)
|
|
Weighted average number of ordinary shares outstanding (thousand shares)(1)
|
| |
i 108,681
|
| |
i 109,805
|
|
Loss per share, basic and diluted (In USD)
|
| |
( i i 0.23 / )
|
| |
( i i 0.45 / )
|
|
(1)
|
The
weighted average number of ordinary shares outstanding for the six months ended June 30, 2022 was retrospectively adjusted to reflect the reverse recapitalization effectuated in April 2023. See Note 1
|
|
(2)
|
Each Class A ordinary share carries i 1 vote and each Class V ordinary share carries i 10 votes. All classes of shares are
entitled to dividend and rank pari passu except for voting rights. They are included in the ordinary shares and the shareholders of the shares are referred to as the ordinary equity shareholders in the context of notes and presentations
of earnings per share.
|
|
24.
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
| |
Periods ended June 30,
|
|||
|
In thousands of USD
|
| |
2022
|
| |
2023
|
|
NON-CASH INVESTING AND FINANCING TRANSACTIONS
|
| |
|
| |
|
|
Operating lease right-of-use assets and leasehold land
obtained in exchange for operating lease liabilities
|
| |
i 863
|
| |
i 3,058
|
|
Payments for purchase of mining machines in form of cryptocurrencies
|
| |
i 2,210
|
| |
—
|
|
Lending made to a related party in form of cryptocurrencies
|
| |
i 50,025
|
| |
—
|
|
Collection of lending from a related party in form of cryptocurrencies
|
| |
i 50,381
|
| |
—
|
|
Purchase of wealth management products using cryptocurrencies
|
| |
i 149,972
|
| |
—
|
|
Redemption of wealth management products in form of cryptocurrencies
|
| |
i 150,268
|
| |
—
|
|
Liabilities assumed in connection with acquisition of intangible assets
|
| |
—
|
| |
i 4,896
|
|
25.
|
SUBSEQUENT EVENTS
|
|
|
| |
Note
|
| | | | ||
|
ASSETS
|
| |
|
| |
|
| |
|
|
Cash and cash equivalents
|
| |
6
|
| |
i 372,088
|
| |
i 231,362
|
|
Cryptocurrencies
|
| |
7
|
| |
i 6,187
|
| |
i 2,175
|
|
Trade receivables
|
| |
|
| |
i 8,238
|
| |
i 18,304
|
|
Amounts due from a related party
|
| |
20
|
| |
i 1,500
|
| |
i 397
|
|
Mining machines
|
| |
10
|
| |
i 46,469
|
| |
i 27,703
|
|
Prepayments and other assets
|
| |
8
|
| |
i 34,637
|
| |
i 59,576
|
|
Financial assets at fair value through profit or loss
|
| |
9
|
| |
i 1,250
|
| |
i 60,959
|
|
Restricted cash
|
| |
6
|
| |
i 10,310
|
| |
i 11,494
|
|
Right-of-use assets
|
| |
13
|
| |
i 58,941
|
| |
i 60,082
|
|
Property, plant and equipment
|
| |
11
|
| |
i 102,617
|
| |
i 138,636
|
|
Investment properties
|
| |
12
|
| |
—
|
| |
i 35,542
|
|
Intangible assets
|
| |
|
| |
i 115
|
| |
i 322
|
|
Deferred tax assets
|
| |
19
|
| |
i 4,622
|
| |
i 4,857
|
|
TOTAL ASSETS
|
| |
|
| |
i 646,974
|
| |
i 651,409
|
|
LIABILITIES
|
| |
|
| |
|
| |
|
|
Trade payables
|
| |
|
| |
i 17,740
|
| |
i 15,768
|
|
Other payables and accruals
|
| |
15
|
| |
i 17,258
|
| |
i 22,176
|
|
Amounts due to a related party
|
| |
20
|
| |
i 19
|
| |
i 316
|
|
Income tax payables
|
| |
|
| |
i 10,454
|
| |
i 657
|
|
Deferred revenue
|
| |
|
| |
i 213,449
|
| |
i 182,297
|
|
Borrowings
|
| |
14
|
| |
i 29,460
|
| |
i 29,805
|
|
Lease liabilities
|
| |
13
|
| |
i 62,968
|
| |
i 70,425
|
|
Deferred tax liabilities
|
| |
19
|
| |
i 7,547
|
| |
i 11,626
|
|
TOTAL LIABILITIES
|
| |
|
| |
i 358,895
|
| |
i 333,070
|
|
NET ASSETS
|
| |
|
| |
i 288,079
|
| |
i 318,339
|
|
EQUITY
|
| |
|
| |
|
| |
|
|
Share capital
|
| |
18
|
| |
i 1
|
| |
i 1
|
|
Retained earnings
|
| |
18
|
| |
i 67,169
|
| |
i 6,803
|
|
Reserves
|
| |
18
|
| |
i 220,909
|
| |
i 311,535
|
|
TOTAL EQUITY
|
| |
|
| |
i 288,079
|
| |
i 318,339
|
|
|
| |
|
| |
Years ended December 31,
|
||||||
|
|
| |
Note
|
| |
2020
|
| |
2021
|
| |
2022
|
|
|
| |
|
| |
(Restated)
|
| |
|
| |
|
|
Revenue
|
| |
2(a), 2(q)
|
| |
i 186,387
|
| |
i 394,661
|
| |
i 333,342
|
|
Cost of revenue
|
| |
2(a), 16(a)
|
| |
( i 209,564)
|
| |
( i 153,255)
|
| |
( i 250,090)
|
|
Gross profit / (loss)
|
| |
|
| |
( i 23,177)
|
| |
i 241,406
|
| |
i 83,252
|
|
Selling expenses
|
| |
16(a)
|
| |
( i 5,567)
|
| |
( i 8,448)
|
| |
( i 11,683)
|
|
General and administrative expenses
|
| |
16(a)
|
| |
( i 20,268)
|
| |
( i 89,735)
|
| |
( i 93,453)
|
|
Research and development expenses
|
| |
16(a)
|
| |
( i 9,790)
|
| |
( i 29,501)
|
| |
( i 35,430)
|
|
Other operating income / (expenses)
|
| |
16(b)
|
| |
( i 2,045)
|
| |
i 14,625
|
| |
( i 3,628)
|
|
Other net gain / (loss)
|
| |
16(c)
|
| |
( i 2,560)
|
| |
i 2,483
|
| |
i 357
|
|
Profit / (loss) from operations
|
| |
|
| |
( i 63,407)
|
| |
i 130,830
|
| |
( i 60,585)
|
|
Finance income / (expenses)
|
| |
16(d)
|
| |
( i 380)
|
| |
i 59
|
| |
( i 4,181)
|
|
Profit / (loss) before taxation
|
| |
|
| |
( i 63,787)
|
| |
i 130,889
|
| |
( i 64,766)
|
|
Income tax benefit / (expenses)
|
| |
19
|
| |
i 7,961
|
| |
( i 48,246)
|
| |
i 4,400
|
|
Profit / (loss) for the year
|
| |
|
| |
( i 55,826)
|
| |
i 82,643
|
| |
( i 60,366)
|
|
Other comprehensive income / (loss)
|
| |
|
| |
|
| |
|
| |
|
|
Profit / (loss) for the year
|
| |
|
| |
( i 55,826)
|
| |
i 82,643
|
| |
( i 60,366)
|
|
Other comprehensive income / (loss) for the year
|
| |
|
| |
|
| |
|
| |
|
|
Item that may be reclassified to profit or loss
|
| |
|
| |
|
| |
|
| |
|
|
- Exchange differences on translation of financial
statements
|
| |
|
| |
i 905
|
| |
( i 195)
|
| |
( i 22)
|
|
Other comprehensive income / (loss) for
the year, net of tax
|
| |
|
| |
i 905
|
| |
( i 195)
|
| |
( i 22)
|
|
Total comprehensive income / (loss) for the year
|
| |
|
| |
( i 54,921)
|
| |
i 82,448
|
| |
( i 60,388)
|
|
Earnings / (loss) per share
|
| |
|
| |
|
| |
|
| |
|
|
Basic
|
| |
21
|
| |
( i 0.00)
|
| |
i 0.01
|
| |
( i 0.00)
|
|
Diluted
|
| |
21
|
| |
( i 0.00)
|
| |
i 0.01
|
| |
( i 0.00)
|
|
Weighted average number of shares
outstanding (thousand shares)
|
| |
|
| |
|
| |
|
| |
|
|
Basic
|
| |
21
|
| |
i 12,662,126
|
| |
i 12,662,126
|
| |
i 12,662,126
|
|
Diluted
|
| |
21
|
| |
i 12,662,126
|
| |
i 12,977,177
|
| |
i 12,662,126
|
|
|
| |
Note
|
| |
Share
Capital
|
| |
Retained
Earnings
|
| |
Exchange
Reserve
|
| |
Other
Reserve
|
| |
Invested
Capital
|
| |
Total
Equity
|
|
Balance at January 1, 2020
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
( i 61,618)
|
| |
( i 61,618)
|
|
Loss for the year
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
( i 55,826)
|
| |
( i 55,826)
|
|
Other comprehensive income
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
i 905
|
| |
i 905
|
|
Capital contribution received from related party
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
i 420,000
|
| |
i 420,000
|
|
Deemed distribution to related parties
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
( i 157,557)
|
| |
( i 157,557)
|
|
Balance at December 31, 2020 and
January 1, 2021
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
i 145,904
|
| |
i 145,904
|
|
Profit for the year
|
| |
|
| |
—
|
| |
i 67,169
|
| |
—
|
| |
—
|
| |
i 15,474
|
| |
i 82,643
|
|
Other comprehensive loss
|
| |
|
| |
—
|
| |
—
|
| |
( i 195)
|
| |
—
|
| |
—
|
| |
( i 195)
|
|
Capital share allotment relating to the Reorganization
|
| |
|
| |
i 1
|
| |
—
|
| |
—
|
| |
( i 1)
|
| |
—
|
| |
—
|
|
Share-based payments
|
| |
17
|
| |
—
|
| |
—
|
| |
—
|
| |
i 88,355
|
| |
—
|
| |
i 88,355
|
|
Recognition of equity component of convertible debt
|
| |
14
|
| |
—
|
| |
—
|
| |
—
|
| |
i 683
|
| |
—
|
| |
i 683
|
|
Deemed distribution to related parties
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
( i 29,311)
|
| |
( i 29,311)
|
|
Reclassification of invested capital
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
i 132,067
|
| |
( i 132,067)
|
| |
—
|
|
Balance at December 31, 2021 and
January 1, 2022
|
| |
|
| |
i 1
|
| |
i 67,169
|
| |
( i 195)
|
| |
i 221,104
|
| |
—
|
| |
i 288,079
|
|
Loss for the year
|
| |
|
| |
—
|
| |
( i 60,366)
|
| |
—
|
| |
—
|
| |
—
|
| |
( i 60,366)
|
|
Other comprehensive loss
|
| |
|
| |
—
|
| |
—
|
| |
( i 22)
|
| |
—
|
| |
—
|
| |
( i 22)
|
|
Share-based payments
|
| |
17
|
| |
—
|
| |
—
|
| |
—
|
| |
i 90,648
|
| |
—
|
| |
i 90,648
|
|
Balance at December 31, 2022
|
| |
|
| |
i 1
|
| |
i 6,803
|
| |
( i 217)
|
| |
i 311,752
|
| |
—
|
| |
i 318,339
|
|
|
| |
Years ended December 31,
|
||||||
|
|
| | | |
2021
|
| |
2022
|
|
|
|
| |
(Restated)
|
| |
(Restated)
|
| |
|
|
Cash flows from operating activities
|
| |
|
| |
|
| |
|
|
Profit / (loss) for the year
|
| |
( i 55,826)
|
| |
i 82,643
|
| |
( i 60,366)
|
|
Adjustments for:
|
| |
|
| |
|
| |
|
|
Revenues recognized on acceptance of cryptocurrencies
|
| |
( i 170,228)
|
| |
( i 333,668)
|
| |
( i 304,962)
|
|
Depreciation and amortization
|
| |
i 112,037
|
| |
i 63,055
|
| |
i 66,424
|
|
Share-based payment expenses
|
| |
—
|
| |
i 88,355
|
| |
i 90,648
|
|
Loss / (gain) on disposal of property, plant and equipment and intangible
assets
|
| |
( i 66)
|
| |
( i 56)
|
| |
( i 662)
|
|
Changes in fair value of financial assets at fair value through profit or loss
|
| |
—
|
| |
—
|
| |
i 841
|
|
Net gain on disposal of financial assets at fair value through profit or loss
|
| |
—
|
| |
—
|
| |
( i 213)
|
|
Loss on disposal of mining machines
|
| |
i 2,984
|
| |
i 36
|
| |
i 497
|
|
Loss / (gain) on disposal of cryptocurrencies
|
| |
( i 2,716)
|
| |
( i 18,725)
|
| |
i 3,131
|
|
Change in fair value of cryptocurrency lent
|
| |
—
|
| |
i 3,735
|
| |
—
|
|
Impairment charges
|
| |
i 4,236
|
| |
i 2,567
|
| |
—
|
|
Loss / (gain) on foreign currency transactions
|
| |
( i 618)
|
| |
i 226
|
| |
i 2,881
|
|
Gain on extinguishment of debt
|
| |
—
|
| |
( i 880)
|
| |
—
|
|
Gain on settlement of balance with Bitmain
|
| |
—
|
| |
( i 4,468)
|
| |
—
|
|
Loss on disposal of subsidiaries
|
| |
—
|
| |
i 8
|
| |
—
|
|
Interest income
|
| |
( i 419)
|
| |
( i 2,947)
|
| |
( i 4,291)
|
|
Interest expense on bank loan
|
| |
i 6
|
| |
i 3
|
| |
—
|
|
Interest accretion on lease liabilities
|
| |
i 817
|
| |
i 1,217
|
| |
i 2,425
|
|
Interest expense on convertible debt
|
| |
—
|
| |
i 1,223
|
| |
i 2,778
|
|
Gain on lease modification
|
| |
( i 6)
|
| |
( i 205)
|
| |
—
|
|
Income tax expenses / (benefit)
|
| |
( i 7,961)
|
| |
i 48,246
|
| |
( i 4,400)
|
|
Changes in:
|
| |
|
| |
|
| |
|
|
Restricted cash
|
| |
( i 2,622)
|
| |
( i 2,971)
|
| |
( i 1,184)
|
|
Trade receivables
|
| |
—
|
| |
( i 13,258)
|
| |
( i 5,350)
|
|
Prepayments and other assets
|
| |
( i 5,381)
|
| |
( i 4,070)
|
| |
( i 21,913)
|
|
Mining machines held for sale
|
| |
i 17,440
|
| |
i 5,957
|
| |
i 1,002
|
|
Amounts due from a related party
|
| |
—
|
| |
( i 413)
|
| |
i 337
|
|
Trade payables
|
| |
i 512
|
| |
i 12,508
|
| |
( i 6,018)
|
|
Deferred revenue
|
| |
( i 2,151)
|
| |
i 6,782
|
| |
( i 9,159)
|
|
Amount due to a related party
|
| |
—
|
| |
i 19
|
| |
i 297
|
|
Other payables and accruals
|
| |
i 1,670
|
| |
i 12,667
|
| |
i 1,299
|
|
Cash used in operating activities:
|
| |
( i 108,292)
|
| |
( i 52,414)
|
| |
( i 245,958)
|
|
Interest paid on leases
|
| |
( i 842)
|
| |
( i 1,217)
|
| |
( i 2,425)
|
|
Interest paid on convertible debt
|
| |
—
|
| |
( i 1,080)
|
| |
( i 2,433)
|
|
Interest received
|
| |
i 340
|
| |
i 2,202
|
| |
i 2,791
|
|
Income taxes paid
|
| |
( i 382)
|
| |
( i 19)
|
| |
( i 20,012)
|
|
Income tax refunded
|
| |
—
|
| |
i 62
|
| |
—
|
|
Net cash used in operating activities
|
| |
( i 109,176)
|
| |
( i 52,466)
|
| |
( i 268,037)
|
|
Cash flows from investing activities
|
| |
|
| |
|
| |
|
|
Purchase of property, plant and equipment and intangible assets
|
| |
( i 19,851)
|
| |
( i 62,882)
|
| |
( i 63,200)
|
|
Purchase of mining machine
|
| |
( i 124,033)
|
| |
( i 26,611)
|
| |
—
|
|
Purchase of financial assets at fair value through profit or loss
|
| |
—
|
| |
—
|
| |
( i 61,550)
|
|
Proceeds from disposal of financial assets at fair value through profit or loss
|
| |
—
|
| |
—
|
| |
i 1,213
|
|
|
| |
Years ended December 31,
|
||||||
|
|
| | | |
2021
|
| |
2022
|
|
|
|
| |
(Restated)
|
| |
(Restated)
|
| |
|
|
Purchase of cryptocurrencies
|
| |
—
|
| |
( i 60,045)
|
| |
( i 285,990)
|
|
Loans to related parties
|
| |
( i 161,000)
|
| |
( i 32,166)
|
| |
( i 322)
|
|
Repayments from related parties
|
| |
i 194,353
|
| |
i 21,698
|
| |
i 1,087
|
|
Lending to a third party
|
| |
—
|
| |
—
|
| |
( i 2,546)
|
|
Proceeds from disposal of property, plant and equipment and intangible assets
|
| |
i 159
|
| |
i 877
|
| |
i 962
|
|
Proceeds from disposal of cryptocurrencies
|
| |
i 173,063
|
| |
i 568,553
|
| |
i 560,988
|
|
Proceeds from disposal of mining machines
|
| |
i 51
|
| |
—
|
| |
—
|
|
Disposal of subsidiaries, net of cash disposed of
|
| |
—
|
| |
( i 14,855)
|
| |
i 9,881
|
|
Cash paid for asset acquisition, net of cash acquired
|
| |
—
|
| |
—
|
| |
( i 26,730)
|
|
Net cash generated from investing activities
|
| |
i 62,742
|
| |
i 394,569
|
| |
i 133,793
|
|
Cash flows from financing activities
|
| |
|
| |
|
| |
|
|
Proceeds from bank loan
|
| |
i 871
|
| |
—
|
| |
—
|
|
Capital element of lease rentals paid
|
| |
( i 4,517)
|
| |
( i 4,181)
|
| |
( i 3,884)
|
|
Capital contribution received from related party
|
| |
i 420,000
|
| |
—
|
| |
—
|
|
Deemed distribution to related parties
|
| |
( i 394,772)
|
| |
( i 10,943)
|
| |
—
|
|
Repayments of borrowings from related parties
|
| |
—
|
| |
( i 29,302)
|
| |
—
|
|
Proceeds from convertible debt
|
| |
—
|
| |
i 30,000
|
| |
—
|
|
Borrowings from related parties
|
| |
i 9,194
|
| |
—
|
| |
—
|
|
Net cash generated from / (used in) financing activities
|
| |
i 30,776
|
| |
( i 14,426)
|
| |
( i 3,884)
|
|
Net (decrease) / increase in cash and cash equivalents
|
| |
( i 15,658)
|
| |
i 327,677
|
| |
( i 138,128)
|
|
Cash and cash equivalents at January 1
|
| |
i 59,826
|
| |
i 44,753
|
| |
i 372,088
|
|
Effect of movements in exchange rates on cash and cash equivalents held
|
| |
i 585
|
| |
( i 342)
|
| |
( i 2,598)
|
|
Cash and cash equivalents at December 31
|
| |
i 44,753
|
| |
i 372,088
|
| |
i 231,362
|
|
1.
|
ORGANIZATION
|
|
•
|
Offering to its customers plan subscriptions, from which the customers receive computing service in quantity measured in hash
rate and benefit from such service as a result of directing the computing service to mining pools and receiving cryptocurrency rewards (the “Cloud Hash Rate business”);
|
|
•
|
Using the Group’s mining machines to provide computing power to mining pools in exchange for cryptocurrencies rewards (the
“self-mining” business, formerly known as the proprietary mining business”); and
|
|
•
|
Providing dynamic hosting solutions in the Group’s mining datacenters (the “hosting business”, together with Cloud Hash Rate
business and self-mining business, the “Bitdeer Business”).
|
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
|
a.
|
Basis of preparation
|
|
•
|
the combined results of operations of the Bitdeer Business during the year ended December 31, 2020, and the period from
January 1, 2021 to April 15, 2021 (the “Carve-out Period”), which have been prepared on a carve-out basis; and
|
| • |
the consolidated financial position of the Group as of December 31, 2021 and 2022 and the consolidated results of operations
of the Group for the period from April 16, 2021 to December 31, 2021 and for the year ended December 31, 2022, which have been prepared on a consolidated basis (together, the “consolidated financial statements”).
|
|
(i)
|
The combined statements of operations and comprehensive income / (loss) of the Bitdeer Business include all revenues and
costs directly attributable to the Bitdeer Business. These include certain common operating and administrative expenses incurred by the Bitdeer Business in conjunction with other business operations of Bitmain and BTC, including
financial, human resources, office administration and other support functions. These costs have been allocated on a basis considered reasonable by management using either specific identification or proportional allocations based on
usage, headcount, or other reasonable methods of allocation. Income tax expense was estimated based on the statutory tax rate, adjusted as appropriate for the effects of known non-taxable and non-deductible items reported in the
combined statements of operations and comprehensive income / (loss) as described above. However, the combined financial statements of the Bitdeer Business may not reflect the actual costs that would have been incurred and may not be
indicative of the Bitdeer Business’s combined results of operations, financial position, and cash flows had it been operating on a separate, stand-alone basis during the periods presented.
|
|
(ii)
|
The Bitdeer Business did not comprise a separate legal entity or group of entities during the Carve-out Period. Therefore, it
is not meaningful to present share capital or an analysis of reserves. The Group’s equity balance represented the excess or deficits of total assets over total liabilities and was presented as invested capital in the consolidated
statements of financial position. Transactions between the Bitdeer Business, Bitmain and BTC during the Carve-out Period were accounted for as related party transactions. Changes in net assets attributed to the Group are presented
separately in the consolidated statement of changes in invested capital and equity through the line item “deemed contribution from / (distribution to) related parties”. Equity transactions reflecting the internal financing between
Bitdeer Business, Bitmain and BTC are included in the financing activities, presented as deemed contribution from / (distribution to) related parties, in the consolidated statements of cash flows.
|
|
|
| |
2020
|
| |
2020
|
| |
2020
|
|
In thousands of USD
|
| |
As
previously reported
|
| |
Effect of adjustment –
sale of mining machines
|
| |
As
restated
|
|
Revenue
|
| |
i 168,850
|
| |
i 17,537
|
| |
i 186,387
|
|
Cost of revenue
|
| |
( i 192,027)
|
| |
( i 17,537)
|
| |
( i 209,564)
|
|
|
| |
2020
|
| |
2020
|
| |
2020
|
|
In thousands of USD
|
| |
As
previously reported
|
| |
Effect of adjustment—
sale of mining machines
|
| |
As
restated
|
|
Cash flows from operating activities
|
| |
( i 124,395)
|
| |
i 15,219
|
| |
( i 109,176)
|
|
Cash flows from investing activities
|
| |
i 77,961
|
| |
( i 15,219)
|
| |
i 62,742
|
|
|
| |
2021
|
| |
2021
|
| |
2021
|
|
In thousands of USD
|
| |
As
previously reported
|
| |
Effect of adjustment—
disposal of cryptocurrencies
|
| |
As
restated
|
|
Cash flows from operating activities
|
| |
i 454,656
|
| |
( i 507,122)
|
| |
( i 52,466)
|
|
Cash flows from investing activities
|
| |
( i 112,553)
|
| |
i 507,122
|
| |
i 394,569
|
|
b.
|
Basis of accounting
|
|
c.
|
Foreign currency translation
|
|
•
|
assets and liabilities for each consolidated statement of financial position presented are translated at the closing rate at
the date of that balance sheet,
|
|
•
|
income and expenses for each consolidated statement of operations and comprehensive income / (loss) are translated at average
exchange rates, and
|
|
•
|
all resulting exchange differences are recognized in invested capital and reserves.
|
|
d.
|
Use of estimates and judgments
|
|
e.
|
Related parties
|
|
(a)
|
the party is a person or a close member of that person’s family and that person
|
|
i)
|
has control or joint control over the Group;
|
|
ii)
|
has significant influence over the Group; or
|
|
iii)
|
is a member of the key management personnel of the Group or a parent of the Group;
|
|
(b)
|
the party is an entity where any of the following conditions applies:
|
|
i)
|
the entity and the Group are members of the same Group;
|
|
ii)
|
one entity is an associate or joint venture of the other entity (or of a parent, subsidiary or fellow subsidiary of the other
entity);
|
|
iii)
|
the entity and the Group are joint ventures of the same third party;
|
|
iv)
|
one entity is a joint venture of a third entity and the other entity is an associate of the third entity;
|
|
v)
|
the entity is a post-employment benefit plan for the benefit of employees of either the Group or an entity related to the
Group;
|
|
vi)
|
the entity is controlled or jointly controlled by a person identified in (a);
|
|
vii)
|
a person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the
entity (or of a parent of the entity); or
|
|
viii)
|
the entity, or any member of the Group of which it is a part, provides key management personnel services to the Group or the
parent of the Group.
|
|
f.
|
Cash, cash equivalents and restricted cash
|
|
g.
|
Trade receivables
|
|
h.
|
Cryptocurrencies
|
|
i.
|
Prepaid expenses and other assets
|
|
j.
|
Intangible assets
|
|
•
|
| |
Software
|
| |
i 3
years
|
|
k.
|
Property, plant and equipment
|
|
•
|
| |
Buildings
|
| |
i 20
years
|
|
•
|
| |
Land
|
| |
Unlimited
|
|
•
|
| |
Machinery
|
| |
i 3
– i 10 years
|
|
•
|
| |
Electronic equipment
|
| |
i 3
– i 7 years
|
|
•
|
| |
Leasehold improvements
|
| |
i 3
years
|
|
l.
|
Investment properties
|
|
•
|
| |
Buildings
|
| |
i 15
years
|
|
•
|
| |
Leasehold land
|
| |
i 15
years
|
|
•
|
| |
Machinery, fixtures as part of the buildings
|
| |
i 3
– i 8 years
|
|
m.
|
Mining machines
|
|
n.
|
Leases
|
|
o.
|
Trade payables and other payables and accruals
|
|
p.
|
Share-based payments
|
|
q.
|
Revenue recognition
|
|
i)
|
Identify the contract with a customer;
|
|
ii)
|
Identify the performance obligations in the contract;
|
|
iii)
|
Determine the transaction price;
|
|
iv)
|
Allocate the transaction price to the performance obligations in the contract; and
|
|
v)
|
Recognize revenue when (or as) the Group satisfies a performance obligation.
|
|
|
| |
Years ended December 31,
|
||||||
|
|
| | | |
2021
|
| |
2022
|
|
|
In thousands of USD
|
| |
(Restated)
|
| |
|
| |
|
|
Self-mining
|
| |
i 88,493
|
| |
i 191,693
|
| |
i 62,359
|
|
Cloud hash rate
|
| |
|
| |
|
| |
|
|
Hash rate subscription
|
| |
i 31,389
|
| |
i 53,952
|
| |
i 77,862
|
|
Electricity subscription
|
| |
i 45,242
|
| |
i 35,113
|
| |
i 39,525
|
|
Additional consideration from Cloud Hash Rate arrangements
under acceleration mode
|
| |
i 1,657
|
| |
i 35,140
|
| |
i 3,954
|
|
Sales of mining machines
|
| |
i 15,844
|
| |
i 45,693
|
| |
i 705
|
|
Cloud hosting arrangements(2)
|
| |
i 2,929
|
| |
i 7,568
|
| |
i 12,723
|
|
General hosting
|
| |
—
|
| |
i 18,312
|
| |
i 99,251
|
|
Membership hosting
|
| |
—
|
| |
—
|
| |
i 26,056
|
|
Others(1)
|
| |
i 833
|
| |
i 7,190
|
| |
i 10,907
|
|
Total revenues
|
| |
i 186,387
|
| |
i 394,661
|
| |
i 333,342
|
|
(1)
|
Others
include revenue generated primarily from providing technical and human resources service, repairment services of hosted mining machines, lease of investment properties, and the sale of mining machine peripherals.
|
|
(2)
|
The Group
did not generate any revenue from the additional consideration from Cloud Hosting arrangements offered under accelerator mode for the years ended December 31, 2020, 2021 and 2022.
|
|
r.
|
Cost of revenue
|
|
s.
|
Taxes
|
|
t.
|
Financial instruments
|
|
•
|
those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss), and
|
|
•
|
those to be measured at amortized cost.
|
|
•
|
Amortized cost: Financial assets that are held for collection of contractual cash flows where those cash flows represent
solely payments of principal and interest are classified as and measured at amortized cost. A gain or loss on a debt investment measured at amortized cost which is not part of a hedging relationship is recognized in profit or loss when
the asset is derecognized or impaired. Interest income from these financial assets is recognized using the effective interest rate method.
|
|
•
|
Fair value through other comprehensive income: Financial assets that are held for collection of contractual cash flows and
for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are classified as and measured at fair value through other comprehensive income. Movements in the carrying amount of
these financial assets are taken through other comprehensive income, except for the recognition of impairment losses or reversals, interest income and foreign exchange gains and losses which are recognized in profit or loss. When the
financial asset is derecognized, the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss. Interest income from these financial assets is recognized using the
effective interest rate method.
|
|
•
|
Fair value through profit or loss: Financial assets that do not meet the criteria for amortized cost or fair value through
other comprehensive income are classified as and measured at fair value through profit or loss. A gain or loss on a debt investment measured at fair value through profit or loss which is not part of a hedging relationship is recognized
in profit or loss for the period in which it arises.
|
|
•
|
Changes in the fair value of financial assets at fair value through profit or loss are recognized in profit or loss as
applicable.
|
|
u.
|
Credit losses and impairment of assets
|
|
(i)
|
Credit losses from financial instruments at amortized cost
|
|
•
|
fixed-rate financial assets, trade and other receivables: effective interest rate determined at initial recognition or an
approximation thereof;
|
|
•
|
variable-rate financial assets: current effective interest rate.
|
|
•
|
12-month ECLs: these are losses that are expected to result from possible default events within the 12 months after the
reporting date; and
|
|
•
|
lifetime ECLs: these are losses that are expected to result from all possible default events over the expected lives of the
items to which the ECL model applies.
|
|
•
|
failure to make payments of principal or interest on their contractually due dates;
|
|
•
|
an actual or expected significant deterioration in a financial instrument’s external or internal credit rating (if
available);
|
|
•
|
an actual or expected significant deterioration in the operating results of the debtor; and
|
|
•
|
existing or forecast changes in the technological, market, economic or legal environment that have a significant adverse
effect on the debtor‘s ability to meet its obligation to the Group.
|
|
•
|
significant financial difficulties of the debtor;
|
|
•
|
a breach of contract, such as a default or delinquency in interest or principal payments;
|
|
•
|
is becoming probable that the borrower will enter into bankruptcy or other financial reorganization;
|
|
•
|
significant changes in the technological, market, economic or legal environment that have an adverse effect on the debtor; or
|
|
•
|
the disappearance of an active market for a security because of financial difficulties of the issuer.
|
|
(ii)
|
Credit losses from cryptocurrency receivables
|
|
(iii)
|
Impairment of other assets
|
|
•
|
property, plant and equipment;
|
|
•
|
lease right-of-use assets;
|
|
•
|
investment properties;
|
|
•
|
intangible assets; and
|
|
•
|
cryptocurrencies other than USDC.
|
|
•
|
Calculation of recoverable amount
|
|
•
|
Recognition of impairment losses
|
|
•
|
Reversals of impairment losses
|
|
v.
|
Provisions
|
|
w.
|
Segment information
|
|
•
|
that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses
relating to the transactions with other components of the same entity);
|
|
•
|
whose operating results are reviewed regularly by the entity’s chief operating decision maker to make decisions about
resources to be allocated to the segments and assess its performance; and
|
|
•
|
for which discrete financial information is available.
|
|
|
| |
Years ended December 31,
|
||||||
|
|
| | | |
2021
|
| |
2022
|
|
|
In thousands of USD
|
| |
(Restated)
|
| |
|
| |
|
|
Singapore
|
| |
i 90,808
|
| |
i 79,537
|
| |
i 27,591
|
|
Asia, excluding Singapore
|
| |
i 57,146
|
| |
i 211,805
|
| |
i 136,901
|
|
North America
|
| |
i 24,063
|
| |
i 75,559
|
| |
i 141,174
|
|
Europe
|
| |
i 7,755
|
| |
i 15,487
|
| |
i 19,075
|
|
Others
|
| |
i 6,615
|
| |
i 12,273
|
| |
i 8,601
|
|
Total
|
| |
i 186,387
|
| |
i 394,661
|
| |
i 333,342
|
|
|
| |
At December 31,
|
|||
|
|
| | | |
2022
|
|
|
Singapore
|
| |
i 7,481
|
| |
i 46,306
|
|
North America
|
| |
i 181,864
|
| |
i 170,439
|
|
Europe
|
| |
i 18,797
|
| |
i 45,540
|
|
Total
|
| |
i 208,142
|
| |
i 262,285
|
|
x.
|
Earnings per share
|
|
y.
|
Asset acquisition
|
|
z.
|
Initial application of new or amended standards during the reporting periods
|
|
Standard/Interpretation
|
| |
Application
Date of
Standard
|
| |
Application
Date for the
Group
|
|
Amendments to IFRS 1, Subsidiary as a First-time Adopter
|
| | | | ||
|
Amendments to IFRS 9, Derecognition of Financial
Liabilities
|
| | | | ||
|
Amendments to IFRS 3, Reference to the Conceptual
Framework
|
| | | | ||
|
Amendments to IAS 16, Property, Plant and Equipment:
Proceeds before Intended Use
|
| | | | ||
| | | | |
|
aa.
|
New standards and interpretations not yet adopted
|
|
Standard/Interpretation
|
| |
Application
Date for the
Group
|
|
IFRS 17, Insurance Contracts and Amendments to Address
Concerns and Implementation Challenges
|
| | |
|
Amendments to IFRS 4, Expiry Date of the Deferral Approach
|
| | |
|
Amendments to IAS 1, Making Materiality Judgement
|
| | |
|
Amendments to IAS 1 and IFRS Practice Statement 2,
Disclosure of Accounting Policies
|
| | |
|
Amendments to IAS 8, Definition of Accounting Estimates
|
| | |
|
Amendments to IAS 12, Deferred Tax related to Assets and
Liabilities arising from a Single Transaction
|
| | |
|
Initial Application of IFRS 17 and IFRS 9—Comparative Information
|
| | |
|
Amendments to IAS 1, Classification of Liabilities as
Current or Non-current and Disclosure of Accounting Policies
|
| | |
|
Amendments to IAS 1, Classification of Debt with Covenants
|
| | |
|
Amendments to IFRS 16, Subsequent Measurement of Sale and
Leaseback Transactions by a Seller-lessee
|
| |
|
3.
|
USE OF JUDGMENTS AND ESTIMATES
|
|
4.
|
FINANCIAL RISK MANAGEMENT AND FAIR VALUES OF FINANCIAL INSTRUMENTS
|
|
a.
|
Market risk
|
|
i.
|
Cryptocurrency risk
|
|
ii.
|
Interest rate risk
|
|
iii.
|
Investment risk
|
|
iv.
|
Foreign currency risk
|
|
b.
|
Credit risk
|
|
c.
|
Liquidity risk
|
|
|
| | ||||||||||||||||
|
In thousands of USD
|
| |
Within 1
year or
on-demand
|
| |
More than
1 year
but less than
2 years
|
| |
More than
2 years
but less than
5 years
|
| |
More than
5 years
|
| |
Total
|
| |
Carrying amount
at December 31
|
|
Trade payables
|
| |
i 17,740
|
| |
—
|
| |
—
|
| |
—
|
| |
i 17,740
|
| |
i 17,740
|
|
Other payables and accruals
|
| |
i 17,258
|
| |
—
|
| |
—
|
| |
—
|
| |
i 17,258
|
| |
i 17,258
|
|
Amount due to a related party
|
| |
i 19
|
| |
—
|
| |
—
|
| |
—
|
| |
i 19
|
| |
i 19
|
|
Borrowings
|
| |
—
|
| |
i 29,460
|
| |
—
|
| |
—
|
| |
i 29,460
|
| |
i 29,460
|
|
Lease liabilities
|
| |
i 5,489
|
| |
i 5,516
|
| |
i 16,275
|
| |
i 53,254
|
| |
i 80,534
|
| |
i 62,968
|
|
|
| |
i 40,506
|
| |
i 34,976
|
| |
i 16,275
|
| |
i 53,254
|
| |
i 145,011
|
| |
i 127,445
|
|
|
| | ||||||||||||||||
|
In thousands of USD
|
| |
Within 1
year or
on-demand
|
| |
More than
1 year
but less than
2 years
|
| |
More than
2 years
but less than
5 years
|
| |
More than
5 years
|
| |
Total
|
| |
Carrying amount
at December 31
|
|
Trade payables
|
| |
i 15,768
|
| |
—
|
| |
—
|
| |
—
|
| |
i 15,768
|
| |
i 15,768
|
|
Other payables and accruals
|
| |
i 22,176
|
| |
—
|
| |
—
|
| |
—
|
| |
i 22,176
|
| |
i 22,176
|
|
Amount due to a related party
|
| |
i 316
|
| |
—
|
| |
—
|
| |
—
|
| |
i 316
|
| |
i 316
|
|
Borrowings
|
| |
i 29,805
|
| |
—
|
| |
—
|
| |
—
|
| |
i 29,805
|
| |
i 29,805
|
|
Lease liabilities
|
| |
i 7,471
|
| |
i 6,967
|
| |
i 20,290
|
| |
i 53,347
|
| |
i 88,075
|
| |
i 70,425
|
|
|
| |
i 75,536
|
| |
i 6,967
|
| |
i 20,290
|
| |
i 53,347
|
| |
i 156,140
|
| |
i 138,490
|
|
•
|
Level 1 valuation: unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date.
|
|
•
|
Level 2 valuation: inputs, other than quoted prices included within Level 1, that are observable for the asset or liability,
either directly or indirectly.
|
|
•
|
Level 3 valuation: fair value measured using significant unobservable inputs.
|
|
In thousands of USD
|
| |
Valuation technique(s)
and key input
|
| | | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
|
|
USDC
|
| |
Quoted price
|
| |
i 99
|
| |
i 99
|
| |
—
|
| |
—
|
|
Investments A and B in unlisted equity instruments
|
| |
Recent transaction price
|
| |
i 1,250
|
| |
—
|
| |
—
|
| |
i 1,250
|
|
In thousands of USD
|
| |
Valuation technique(s)
and key input
|
| | | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
|
|
USDC
|
| |
Quoted price
|
| |
i 89
|
| |
i 89
|
| |
—
|
| |
—
|
|
Investments A, B and D in unlisted equity instruments
|
| |
Net asset value
|
| |
i 18,348
|
| |
—
|
| |
—
|
| |
i 18,348
|
|
In thousands of USD
|
| |
Valuation technique(s)
and key input
|
| | | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
|
|
Investments C and E in unlisted equity instruments
|
| |
Recent transaction price
|
| |
i 11,500
|
| |
—
|
| |
—
|
| |
i 11,500
|
|
Investment in unlisted debt instrument
|
| |
Net asset value
|
| |
i 31,111
|
| |
—
|
| |
—
|
| |
i 31,111
|
|
|
| |
Years ended December 31,
|
|||
|
In thousands of USD
|
| |
2021
|
| |
2022
|
|
Unlisted equity instruments and debt
instrument at fair value through profit or loss measured using significant unobservable inputs:
|
| |
|
| |
|
|
At January 1,
|
| |
—
|
| |
i 1,250
|
|
Additions
|
| |
i 1,250
|
| |
i 61,550
|
|
Disposals
|
| |
—
|
| |
( i 1,213)
|
|
Net gain on disposal of financial assets at fair value through profit or loss
|
| |
—
|
| |
i 213
|
|
Net fair value changes recognized in profit or loss
|
| |
—
|
| |
( i 841)
|
|
At December 31,
|
| |
i 1,250
|
| |
i 60,959
|
|
5.
|
ASSET ACQUISITION
|
|
Net identifiable assets
In thousands of USD
|
| |
At July 1,
|
|
Investment properties
|
| |
i 34,986
|
|
Other assets
|
| |
i 529
|
|
Other liabilities
|
| |
i 8,727
|
|
Net identifiable assets
|
| |
i 26,788
|
|
Purchase consideration
In thousands of USD
|
| |
At July 1,
|
|
Cash consideration paid
|
| |
i 5,187
|
|
Liabilities settled
|
| |
i 21,107
|
|
Transaction costs
|
| |
i 494
|
|
Total consideration
|
| |
i 26,788
|
|
6.
|
CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
|
|
| |
At December 31,
|
|||
|
In thousands of USD
|
| |
2021
|
| |
2022
|
|
US dollar
|
| |
i 368,115
|
| |
i 211,253
|
|
Singapore dollar
|
| |
i 2,829
|
| |
i 2,234
|
|
Chinese renminbi
|
| |
i 37
|
| |
i 2,484
|
|
Norwegian krone
|
| |
i 1,104
|
| |
i 12,589
|
|
Euro
|
| |
i 3
|
| |
i 2,791
|
|
Hongkong dollar
|
| |
—
|
| |
i 11
|
|
Total cash and cash equivalents by currency
|
| |
i 372,088
|
| |
i 231,362
|
|
Restricted cash
|
| |
i 10,310
|
| |
i 11,494
|
|
Total restricted cash
|
| |
i 10,310
|
| |
i 11,494
|
|
|
| |
At December 31,
|
|||
|
|
| | | |
2022
|
|
|
Draw Amount (In thousands of USD)
|
| |
i 10,293
|
| |
i 11,477
|
|
Range of expiration dates
|
| |
July 2022 to June 2025
|
| |
July 2023 to June 2025
|
|
7.
|
CRYPTOCURRENCIES
|
|
|
| |
At December 31,
|
|||
|
In thousands of USD
|
| |
2021
|
| |
2022
|
|
Cryptocurrencies other than USDC
|
| |
i 6,088
|
| |
i 2,086
|
|
USDC
|
| |
i 99
|
| |
i 89
|
|
Total cryptocurrencies
|
| |
i 6,187
|
| |
i 2,175
|
|
|
| |
At December 31,
|
||||||
|
In thousands of USD
|
| |
2020
|
| |
2021
|
| |
2022
|
|
Cost:
|
| |
|
| |
|
| |
|
|
Beginning balances
|
| |
i 1,194
|
| |
i 9,656
|
| |
i 6,697
|
|
Additions
|
| |
i 172,530
|
| |
i 655,028
|
| |
i 865,333
|
|
Cryptocurrencies received on behalf of related parties(1)
|
| |
i 6,312
|
| |
—
|
| |
—
|
|
Cryptocurrencies paid on behalf of related parties(1)
|
| |
—
|
| |
( i 24,852)
|
| |
—
|
|
Disposals
|
| |
( i 170,380)
|
| |
( i 562,894)
|
| |
( i 569,854)
|
|
Loan to a third party(2)
|
| |
—
|
| |
( i 10,222)
|
| |
—
|
|
Purchase of cryptocurrency-denoted wealth management
product from a related party(4)
|
| |
—
|
| |
( i 30,004)
|
| |
( i 149,972)
|
|
Loan to a related party(3)
|
| |
—
|
| |
( i 30,015)
|
| |
( i 150,025)
|
|
Ending balances
|
| |
i 9,656
|
| |
i 6,697
|
| |
i 2,179
|
|
Impairment:
|
| |
|
| |
|
| |
|
|
Beginning balances
|
| |
( i 107)
|
| |
( i 74)
|
| |
( i 510)
|
|
Additions
|
| |
—
|
| |
( i 436)
|
| |
—
|
|
Disposals
|
| |
i 33
|
| |
—
|
| |
i 506
|
|
Ending balances
|
| |
( i 74)
|
| |
( i 510)
|
| |
( i 4)
|
|
Net book value:
|
| |
|
| |
|
| |
|
|
Beginning balances
|
| |
i 1,087
|
| |
i 9,582
|
| |
i 6,187
|
|
Ending balances
|
| |
i 9,582
|
| |
i 6,187
|
| |
i 2,175
|
|
|
| |
At December 31,
|
||||||
|
In thousands of USD
|
| |
2020
|
| |
2021
|
| |
2022
|
|
Cost:
|
| |
|
| |
|
| |
|
|
Beginning balances
|
| |
i 1,194
|
| |
i 9,601
|
| |
i 6,598
|
|
Additions
|
| |
i 172,475
|
| |
i 575,730
|
| |
i 586,117
|
|
Cryptocurrencies other than USDC received on behalf of related parties(1)
|
| |
i 6,312
|
| |
—
|
| |
—
|
|
Cryptocurrencies other than USDC paid on behalf of related parties(1)
|
| |
—
|
| |
( i 24,852)
|
| |
—
|
|
Disposals
|
| |
( i 170,380)
|
| |
( i 513,655)
|
| |
( i 425,649)
|
|
Loan to a third party(2)
|
| |
—
|
| |
( i 10,222)
|
| |
—
|
|
Purchase of cryptocurrency-denoted wealth management
product from a related party(4)
|
| |
—
|
| |
( i 30,004)
|
| |
( i 149,972)
|
|
Loan to a related party(3)
|
| |
—
|
| |
—
|
| |
( i 15,004)
|
|
Ending balances
|
| |
i 9,601
|
| |
i 6,598
|
| |
i 2,090
|
|
Impairment:
|
| |
|
| |
|
| |
|
|
Beginning balances
|
| |
( i 107)
|
| |
( i 74)
|
| |
( i 510)
|
|
Additions
|
| |
—
|
| |
( i 436)
|
| |
—
|
|
Disposals
|
| |
i 33
|
| |
—
|
| |
i 506
|
|
Ending balances
|
| |
( i 74)
|
| |
( i 510)
|
| |
( i 4)
|
|
Net book value:
|
| |
|
| |
|
| |
|
|
Beginning balances
|
| |
i 1,087
|
| |
i 9,527
|
| |
i 6,088
|
|
Ending balances
|
| |
i 9,527
|
| |
i 6,088
|
| |
i 2,086
|
|
(1)
|
Cryptocurrencies
or cryptocurrencies other than USDC received and paid on behalf of related parties represent the net effect of cryptocurrency or cryptocurrencies other than USDC transferred through the wallets held by the Group relating to transactions
arising from Bitmain and BTC’s businesses during the Carve-out Period.
|
|
(2)
|
Represent an
unsecured, interest-free cryptocurrency loan the Group made to a third party. The lending was collected in full as of December 31, 2021. The Group recorded approximately US$ i 3,735,000 loss on change in fair value of cryptocurrencies lent for the year ended December 31, 2021.
|
|
(3)
|
Represent
cryptocurrency loans made to the Matrixport Group, a related party. All loans were fully collected as of December 31, 2021 and 2022 and the collections are included in the additions of cryptocurrencies above. Also see Note 20.
|
|
(4)
|
Represent
cryptocurrency-denoted wealth management products purchased from the Matrixport Group, a related party. All such wealth management products were fully redeemed as of December 31, 2021 and 2022 and the redemptions are included in the
additions of cryptocurrencies above. Also see Note 20.
|
|
8.
|
PREPAYMENTS AND OTHER ASSETS
|
|
|
| |
At December 31,
|
|||
|
In thousands of USD
|
| |
2021
|
| |
2022
|
|
Prepayments to suppliers
|
| |
i 14,450
|
| |
i 9,664
|
|
Deposits
|
| |
i 6,669
|
| |
i 26,577
|
|
Deductible input value-added tax
|
| |
i 760
|
| |
i 757
|
|
Prepayments of income tax
|
| |
—
|
| |
i 18,459
|
|
Receivable from a third party(2)
|
| |
—
|
| |
i 2,546
|
|
Receivable from the disposed subsidiaries(1)
|
| |
i 10,203
|
| |
—
|
|
Others
|
| |
i 2,555
|
| |
i 1,573
|
|
Total
|
| |
i 34,637
|
| |
i 59,576
|
|
(1)
|
Represent
balance due from two subsidiaries which the Group disposed of in December 2021. The receivables have been fully collected by March 2022.
|
|
(2)
|
Represent
balance due from Blue Safari Acquisition Corp. (“BSGA”), a special purpose acquisition company who has signed a merger agreement with the Group. Associated with the anticipated merger, the Group agreed to lend BSGA an aggregate
principal amount of US$ i 1.99 million in i two tranches and additional US$ i 2.58
million in i four tranches to fund any and all amounts required to extend the period of time BSGA has to complete the merger for up to i two
times for an additional i three month period each
time. The lending bears no interest and is repayable only at the closing of the merger by BSGA. The merger was closed in April 2023. See Note 23.
|
|
9.
|
FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
|
|
|
| |
At December 31,
|
|||
|
In thousands of USD
|
| |
2021
|
| |
2022
|
|
Investments in unlisted equity instruments
|
| |
|
| |
|
|
- Investment A
|
| |
i 1,000
|
| |
i 1,000
|
|
- Investment B
|
| |
i 250
|
| |
i 1,000
|
|
- Investment C
|
| |
—
|
| |
i 10,000
|
|
- Investment D – investment in a limited partnership set up by Matrixport Group(1)
|
| |
—
|
| |
i 16,348
|
|
- Investment E
|
| |
—
|
| |
i 1,500
|
|
Investments in unlisted debt instruments
|
| |
—
|
| |
i 31,111
|
|
Total
|
| |
i 1,250
|
| |
i 60,959
|
|
(1)
|
See Note 20.
|
|
10.
|
MINING MACHINES
|
|
In thousands of USD
|
| |
Mining Machines
|
|
Cost:
|
| |
|
| | |
i 81,482
|
|
|
Additions
|
| |
i 133,335
|
|
Disposals
|
| |
( i 87,597)
|
|
Exchange adjustments
|
| |
i 2,026
|
| | |
i 129,246
|
|
|
Accumulated depreciation:
|
| |
|
| | |
( i 32,357)
|
|
|
Charge for the year
|
| |
( i 98,136)
|
|
Disposals
|
| |
i 67,113
|
|
Exchange adjustments
|
| |
( i 1,066)
|
| | |
( i 64,446)
|
|
|
Impairment:
|
| |
|
| | |
( i 9)
|
|
|
Disposals
|
| |
i 9
|
| | |
—
|
|
|
Net book value:
|
| |
|
| | |
i 64,800
|
|
|
Cost:
|
| |
|
| | |
i 129,246
|
|
|
Additions
|
| |
i 31,645
|
|
Disposals
|
| |
( i 37,998)
|
|
Exchange adjustments
|
| |
i 243
|
| | |
i 123,136
|
|
|
Accumulated depreciation:
|
| |
|
| | |
( i 64,446)
|
|
|
Charge for the year
|
| |
( i 43,857)
|
|
Disposals
|
| |
i 32,005
|
|
Exchange adjustments
|
| |
( i 263)
|
| | |
( i 76,561)
|
|
|
Impairment:
|
| |
|
| | |
—
|
|
|
Additions(1)
|
| |
( i 106)
|
| | |
( i 106)
|
|
|
Net book value:
|
| |
|
| | |
i 46,469
|
|
In thousands of USD
|
| |
Mining Machines
|
|
Cost:
|
| |
|
| | |
i 123,136
|
|
|
Additions
|
| |
i 12,016
|
|
Disposals
|
| |
( i 12,949)
|
| | |
i 122,203
|
|
|
Accumulated depreciation:
|
| |
|
| | |
( i 76,561)
|
|
|
Charge for the year
|
| |
( i 29,281)
|
|
Disposals
|
| |
i 11,443
|
| | |
( i 94,399)
|
|
|
Impairment:
|
| |
|
| | |
( i 106)
|
|
|
Disposal
|
| |
i 5
|
| | |
( i 101)
|
|
|
Net book value:
|
| |
|
| | |
i 27,703
|
|
(1)
|
Included in the
cost of revenue
|
|
11.
|
PROPERTY, PLANT AND EQUIPMENT
|
|
In thousands of USD
|
| |
Construction
in progress
|
| |
Building
|
| |
Land
|
| |
Machinery
|
| |
Electronic
equipment
|
| |
Leasehold
improvements
|
| |
Others
|
| |
Total
|
|
Cost:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| | |
i 12,596
|
| |
i 16,209
|
| |
i 484
|
| |
i 5,445
|
| |
i 1,070
|
| |
i 13,889
|
| |
i 637
|
| |
i 50,330
|
|
|
Additions
|
| |
i 18,263
|
| |
—
|
| |
—
|
| |
i 12
|
| |
i 832
|
| |
—
|
| |
i 307
|
| |
i 19,414
|
|
Construction in progress
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
transferred in
|
| |
( i 27,486)
|
| |
i 6,354
|
| |
—
|
| |
i 3,858
|
| |
i 895
|
| |
i 15,195
|
| |
i 1,184
|
| |
—
|
|
Disposals
|
| |
—
|
| |
—
|
| |
—
|
| |
( i 172)
|
| |
( i 755)
|
| |
( i 158)
|
| |
( i 132)
|
| |
( i 1,217)
|
| | |
i 3,373
|
| |
i 22,563
|
| |
i 484
|
| |
i 9,143
|
| |
i 2,042
|
| |
i 28,926
|
| |
i 1,996
|
| |
i 68,527
|
|
|
Accumulated depreciation:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| | |
—
|
| |
( i 333)
|
| |
—
|
| |
( i 83)
|
| |
( i 278)
|
| |
( i 3,368)
|
| |
( i 301)
|
| |
( i 4,363)
|
|
|
Charge for the year
|
| |
—
|
| |
( i 955)
|
| |
—
|
| |
( i 1,115)
|
| |
( i 546)
|
| |
( i 7,177)
|
| |
( i 305)
|
| |
( i 10,098)
|
|
Disposals
|
| |
—
|
| |
—
|
| |
—
|
| |
i 5
|
| |
i 121
|
| |
i 127
|
| |
i 50
|
| |
i 303
|
| | |
—
|
| |
( i 1,288)
|
| |
—
|
| |
( i 1,193)
|
| |
( i 703)
|
| |
( i 10,418)
|
| |
( i 556)
|
| |
( i 14,158)
|
|
|
Impairment:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| | |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Additions
|
| |
( i 2,211)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
( i 2,211)
|
| | |
( i 2,211)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
( i 2,211)
|
|
|
Net book value:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| | |
i 1,162
|
| |
i 21,275
|
| |
i 484
|
| |
i 7,950
|
| |
i 1,339
|
| |
i 18,508
|
| |
i 1,440
|
| |
i 52,158
|
|
In thousands of USD
|
| |
Construction
in progress
|
| |
Building
|
| |
Land
|
| |
Machinery
|
| |
Electronic
equipment
|
| |
Leasehold
improvements
|
| |
Others
|
| |
Total
|
|
Cost:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| | |
i 3,373
|
| |
i 22,563
|
| |
i 484
|
| |
i 9,143
|
| |
i 2,042
|
| |
i 28,926
|
| |
i 1,996
|
| |
i 68,527
|
|
|
Additions
|
| |
i 59,524
|
| |
i 886
|
| |
—
|
| |
i 479
|
| |
i 3,228
|
| |
—
|
| |
i 1,329
|
| |
i 65,446
|
|
Construction in progress transferred in
|
| |
( i 27,097)
|
| |
—
|
| |
—
|
| |
i 6,133
|
| |
i 936
|
| |
i 19,646
|
| |
i 382
|
| |
—
|
|
Disposals
|
| |
( i 2,211)
|
| |
—
|
| |
—
|
| |
( i 21)
|
| |
( i 871)
|
| |
( i 147)
|
| |
( i 185)
|
| |
( i 3,435)
|
| | |
i 33,589
|
| |
i 23,449
|
| |
i 484
|
| |
i 15,734
|
| |
i 5,335
|
| |
i 48,425
|
| |
i 3,522
|
| |
i 130,538
|
|
|
Accumulated depreciation:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| | |
—
|
| |
( i 1,288)
|
| |
—
|
| |
( i 1,193)
|
| |
( i 703)
|
| |
( i 10,418)
|
| |
( i 556)
|
| |
( i 14,158)
|
|
|
Charge for the year
|
| |
—
|
| |
( i 1,100)
|
| |
—
|
| |
( i 1,235)
|
| |
( i 793)
|
| |
( i 10,805)
|
| |
( i 501)
|
| |
( i 14,434)
|
|
Disposals
|
| |
—
|
| |
—
|
| |
—
|
| |
i 1
|
| |
i 462
|
| |
i 112
|
| |
i 96
|
| |
i 671
|
| | |
—
|
| |
( i 2,388)
|
| |
—
|
| |
( i 2,427)
|
| |
( i 1,034)
|
| |
( i 21,111)
|
| |
( i 961)
|
| |
( i 27,921)
|
|
|
Impairment:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| | |
( i 2,211)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
( i 2,211)
|
|
|
Disposals
|
| |
i 2,211
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
i 2,211
|
| | |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Net book value:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| | |
i 33,589
|
| |
i 21,061
|
| |
i 484
|
| |
i 13,307
|
| |
i 4,301
|
| |
i 27,314
|
| |
i 2,561
|
| |
i 102,617
|
|
|
Cost:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| | |
i 33,589
|
| |
i 23,449
|
| |
i 484
|
| |
i 15,734
|
| |
i 5,335
|
| |
i 48,425
|
| |
i 3,522
|
| |
i 130,538
|
|
|
Additions
|
| |
i 54,107
|
| |
—
|
| |
—
|
| |
i 1,228
|
| |
i 4,681
|
| |
i 2,431
|
| |
i 4,295
|
| |
i 66,742
|
|
Additions related to asset acquisition (See Note 5)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
i 1
|
| |
—
|
| |
i 14
|
| |
i 15
|
|
Construction in progress transferred in
|
| |
( i 71,184)
|
| |
—
|
| |
—
|
| |
i 16,132
|
| |
i 794
|
| |
i 53,661
|
| |
i 597
|
| |
—
|
|
Disposals
|
| |
—
|
| |
—
|
| |
—
|
| |
( i 222)
|
| |
( i 187)
|
| |
—
|
| |
—
|
| |
( i 409)
|
| | |
i 16,512
|
| |
i 23,449
|
| |
i 484
|
| |
i 32,872
|
| |
i 10,624
|
| |
i 104,517
|
| |
i 8,428
|
| |
i 196,886
|
|
|
Accumulated depreciation:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| | |
—
|
| |
( i 2,388)
|
| |
—
|
| |
( i 2,427)
|
| |
( i 1,034)
|
| |
( i 21,111)
|
| |
( i 961)
|
| |
( i 27,921)
|
|
|
Charge for the year
|
| |
—
|
| |
( i 1,137)
|
| |
—
|
| |
( i 4,392)
|
| |
( i 1,532)
|
| |
( i 21,892)
|
| |
( i 1,485)
|
| |
( i 30,438)
|
|
Disposals
|
| |
—
|
| |
—
|
| |
—
|
| |
i 16
|
| |
i 93
|
| |
—
|
| |
—
|
| |
i 109
|
| | |
—
|
| |
( i 3,525)
|
| |
—
|
| |
( i 6,803)
|
| |
( i 2,473)
|
| |
( i 43,003)
|
| |
( i 2,446)
|
| |
( i 58,250)
|
|
|
Net book value:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| | |
i 16,512
|
| |
i 19,924
|
| |
i 484
|
| |
i 26,069
|
| |
i 8,151
|
| |
i 61,514
|
| |
i 5,982
|
| |
i 138,636
|
|
12.
|
INVESTMENT PROPERTIES
|
|
In thousands of USD
|
| |
Leasehold land
|
| |
Building
|
| |
Others
|
| |
Total
|
|
Cost:
|
| |
|
| |
|
| |
|
| |
|
|
At July 1, 2022*
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
Acquisition of assets
|
| |
i 4,833
|
| |
i 29,773
|
| |
i 380
|
| |
i 34,986
|
|
Additions
|
| |
i 730
|
| |
—
|
| |
—
|
| |
i 730
|
|
Exchange adjustments
|
| |
i 183
|
| |
i 906
|
| |
i 14
|
| |
i 1,103
|
| | |
i 5,746
|
| |
i 30,679
|
| |
i 394
|
| |
i 36,819
|
|
|
Accumulated depreciation:
|
| |
|
| |
|
| |
|
| |
|
| | |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Charge for the year
|
| |
( i 192)
|
| |
( i 1,019)
|
| |
( i 26)
|
| |
( i 1,237)
|
|
Exchange adjustments
|
| |
( i 7)
|
| |
( i 32)
|
| |
( i 1)
|
| |
( i 40)
|
| | |
( i 199)
|
| |
( i 1,051)
|
| |
( i 27)
|
| |
( i 1,277)
|
|
|
Net book value:
|
| |
|
| |
|
| |
|
| |
|
| | |
i 5,547
|
| |
i 29,628
|
| |
i 367
|
| |
i 35,542
|
|
*
|
The investment properties were acquired from the acquisition of AFH, which was closed on July 1, 2022. See Note 5
|
|
In thousands of USD
|
| |
At December 31,
|
|
2023
|
| |
i 3,600
|
|
2024
|
| |
i 3,701
|
|
2025
|
| |
i 3,229
|
|
2026
|
| |
i 2,492
|
|
2027
|
| |
i 1,855
|
|
Thereafter
|
| |
i 4,711
|
|
Total
|
| |
i 19,588
|
|
13.
|
LEASES
|
|
|
| |
At December 31,
|
|||
|
In thousands of USD
|
| |
2021
|
| |
2022
|
|
Right-of-use assets
|
| |
|
| |
|
|
- Land and buildings
|
| |
i 58,941
|
| |
i 60,082
|
|
Investment properties
|
| |
|
| |
|
|
- Leasehold land
|
| |
—
|
| |
i 5,547
|
|
In thousands of USD
|
| |
|
|
Restoration provision at December 31, 2021
|
| |
—
|
|
Recognition through asset acquisition
|
| |
i 1,343
|
|
Change in provision
|
| |
—
|
|
Restoration provision at December 31, 2022
|
| |
i 1,343
|
|
|
| |
At December 31,
|
|||
|
In thousands of USD
|
| |
2021
|
| |
2022
|
|
Lease liabilities mature within 12 months
|
| |
i 3,287
|
| |
i 4,973
|
|
Lease liabilities mature over 12 months
|
| |
i 59,681
|
| |
i 65,452
|
|
Total lease liabilities*
|
| |
i 62,968
|
| |
i 70,425
|
|
*
|
Lease liabilities in
amount of approximately US$ i 4.7 million was related to the leasehold land included in the investment properties. See Note 12.
|
|
|
| |
Years ended December 31,
|
||||||
|
In thousands of USD
|
| |
2020
|
| |
2021
|
| |
2022
|
|
Depreciation expense of right-of-use assets*
|
| |
i 3,983
|
| |
i 4,636
|
| |
i 5,371
|
|
Gain on lease modification
|
| |
( i 6)
|
| |
( i 205)
|
| |
—
|
|
Interest expense*
|
| |
i 817
|
| |
i 1,217
|
| |
i 2,425
|
|
Expenses relating to variable payment leases
|
| |
—
|
| |
i 610
|
| |
i 639
|
|
Expenses relating to short-term leases
|
| |
i 372
|
| |
i 351
|
| |
i 527
|
|
Total
|
| |
i 5,166
|
| |
i 6,609
|
| |
i 8,962
|
|
*
|
Depreciation expense of
right-of-use asset of approximately $ i 0.2 million and interest expense of approximately $ i 0.1
million was related to the leasehold land included in the investment properties. See Note 12.
|
|
14.
|
BORROWINGS
|
|
|
| |
At December 31
|
|||
|
In thousands of USD
|
| |
2021
|
| |
2022
|
|
Convertible debt(1)
|
| |
i 29,460
|
| |
i 29,805
|
|
Total
|
| |
i 29,460
|
| |
i 29,805
|
|
(1)
|
The Group issued a
US$ i 30 million promissory note on July 23, 2021. The promissory note is non-secured, bears an annual interest rate of i 8%, matures
on July 23, 2023 and provides the holder an option to convert all or any portion of the note into the Group’s ordinary shares at
US$ i 0.0632 per share at any time from the issuance of the note to the second anniversary of the date of issuance.
Approximately US$ i 683,000 was recognized as an equity component. The unamortized discount as of December 31, 2021 and 2022 was
approximately US$ i 524,000 and US$ i 195,000.
|
|
15.
|
OTHER PAYABLES AND ACCRUALS
|
|
|
| |
At December 31,
|
|||
|
In thousands of USD
|
| |
2021
|
| |
2022
|
|
Payables for surtaxes
|
| |
i 8,184
|
| |
i 8,928
|
|
Accrued operating expenses
|
| |
i 2,108
|
| |
i 5,539
|
|
Payables for staff-related costs
|
| |
i 5,839
|
| |
i 2,182
|
|
Deposit from hosting customers
|
| |
—
|
| |
i 2,911
|
|
Restoration provision for leasehold land
|
| |
—
|
| |
i 1,343
|
|
Others
|
| |
i 1,127
|
| |
i 1,273
|
|
Total
|
| |
i 17,258
|
| |
i 22,176
|
|
16.
|
EXPENSES BY NATURE AND OTHER INCOME AND EXPENSES ITEMS
|
|
(a)
|
Expenses by nature
|
|
|
| |
Years ended December 31,
|
||||||
|
|
| | | |
2021
|
| |
2022
|
|
|
In thousands of USD
|
| |
(Restated)
|
| |
|
| |
|
|
Staff cost
|
| |
|
| |
|
| |
|
|
- salaries, wages and other benefits
|
| |
i 33,041
|
| |
i 37,730
|
| |
i 50,132
|
|
Share-based payments
|
| |
—
|
| |
i 88,355
|
| |
i 90,648
|
|
Amortization
|
| |
|
| |
|
| |
|
|
- intangible assets
|
| |
i 111
|
| |
i 146
|
| |
i 97
|
|
Depreciation
|
| |
|
| |
|
| |
|
|
- mining machines
|
| |
i 98,136
|
| |
i 43,857
|
| |
i 29,281
|
|
- property, plant and equipment
|
| |
i 9,807
|
| |
i 14,416
|
| |
i 30,438
|
|
- investment properties
|
| |
—
|
| |
—
|
| |
i 1,237
|
|
- right-of-use assets
|
| |
i 3,983
|
| |
i 4,636
|
| |
i 5,371
|
|
Electricity cost in operating mining machines
|
| |
i 72,078
|
| |
i 58,447
|
| |
i 139,469
|
|
Cost of mining machines sold
|
| |
i 17,537
|
| |
i 5,978
|
| |
i 1,002
|
|
Consulting service fee
|
| |
i 1,039
|
| |
i 8,787
|
| |
i 6,797
|
|
Tax and surcharge
|
| |
i 3,085
|
| |
i 2,202
|
| |
i 3,355
|
|
Advertising expenses
|
| |
i 2,189
|
| |
i 880
|
| |
i 737
|
|
Office expenses
|
| |
i 543
|
| |
i 2,219
|
| |
i 3,124
|
|
Research and development technical service fees
|
| |
i 681
|
| |
i 1,964
|
| |
i 1,313
|
|
Expenses of low-value consumables
|
| |
i 971
|
| |
i 1,662
|
| |
i 4,025
|
|
Expenses of variable payment lease
|
| |
—
|
| |
i 610
|
| |
i 639
|
|
Expenses of short-term leases
|
| |
i 372
|
| |
i 351
|
| |
i 527
|
|
Impairment loss of mining machines
|
| |
—
|
| |
i 106
|
| |
—
|
|
Logistic expenses
|
| |
i 339
|
| |
i 1,391
|
| |
i 3,060
|
|
Travel expenses
|
| |
i 52
|
| |
i 1,393
|
| |
i 3,202
|
|
Insurance fee
|
| |
i 459
|
| |
i 983
|
| |
i 3,446
|
|
Others
|
| |
i 766
|
| |
i 4,826
|
| |
i 12,756
|
|
Total cost of revenue, selling, general
and administrative and research and development expenses
|
| |
i 245,189
|
| |
i 280,939
|
| |
i 390,656
|
|
(b)
|
Other operating income / (expenses)
|
|
|
| |
Years ended December 31,
|
||||||
|
In thousands of USD
|
| |
2020
|
| |
2021
|
| |
2022
|
|
Net gain / (losses) on disposal of cryptocurrencies
|
| |
i 2,716
|
| |
i 18,725
|
| |
( i 3,131)
|
|
Impairment loss of cryptocurrencies
|
| |
—
|
| |
( i 436)
|
| |
—
|
|
Change in fair value of cryptocurrencies lent
|
| |
—
|
| |
( i 3,735)
|
| |
—
|
|
Net loss on disposal of mining machine
|
| |
( i 2,984)
|
| |
( i 36)
|
| |
( i 497)
|
|
Write-off of receivables from a related party(1)
|
| |
( i 2,025)
|
| |
—
|
| |
—
|
|
Others
|
| |
i 248
|
| |
i 107
|
| |
—
|
|
Total
|
| |
( i 2,045)
|
| |
i 14,625
|
| |
( i 3,628)
|
|
(1)
|
In 2020, Bishkek Maker Cloud Technologies Co., Ltd. (“Bishkek”), an entity of the Bitdeer Business, waived a receivable of approximately US$ i 2.0 million from one of the subsidiaries of Bitmain. Bishkek was disposed of in July 2021.
|
|
(c)
|
Other net gain / (loss)
|
|
|
| |
Years ended December 31,
|
||||||
|
In thousands of USD
|
| |
2020
|
| |
2021
|
| |
2022
|
|
Loss on impairment of property, plant and equipment
|
| |
( i 2,211)
|
| |
—
|
| |
—
|
|
Gain on extinguishment of debt
|
| |
—
|
| |
i 880
|
| |
—
|
|
Net gain on disposal of property, plant and equipment and intangible assets
|
| |
i 66
|
| |
i 56
|
| |
i 662
|
|
Government grants
|
| |
i 307
|
| |
i 35
|
| |
i 42
|
|
Changes in fair value of financial assets at fair value through profit or loss
|
| |
—
|
| |
—
|
| |
( i 841)
|
|
Net gain on disposal of other financial assets
|
| |
—
|
| |
—
|
| |
i 213
|
|
Impairment loss of a pre-matured investment(1)
|
| |
—
|
| |
( i 2,025)
|
| |
—
|
|
Net gain on settlement of balances with Bitmain
|
| |
—
|
| |
i 4,468
|
| |
—
|
|
Others
|
| |
( i 722)
|
| |
( i 931)
|
| |
i 281
|
|
Total
|
| |
( i 2,560)
|
| |
i 2,483
|
| |
i 357
|
|
(1)
|
The Group signed a project investment agreement with a third party in April 2021 and made a payment of approximately $ i 2 million. The project was later forfeited, and the Group is actively collecting the paid amount, which was impaired as of June 30, 2021 based on management’s
estimate over the likelihood of collection at current stage.
|
|
(d)
|
Finance income / (expenses)
|
|
|
| |
Years ended December 31,
|
||||||
|
In thousands of USD
|
| |
2020
|
| |
2021
|
| |
2022
|
|
Interest on lease liabilities
|
| |
( i 817)
|
| |
( i 1,217)
|
| |
( i 2,425)
|
|
Cryptocurrency transaction service fee
|
| |
( i 458)
|
| |
( i 109)
|
| |
( i 159)
|
|
Gain / (loss) on foreign currency transactions
|
| |
i 618
|
| |
( i 226)
|
| |
( i 2,881)
|
|
Interest income
|
| |
i 419
|
| |
i 2,947
|
| |
i 4,291
|
|
Interest expenses on bank loan
|
| |
( i 6)
|
| |
( i 3)
|
| |
—
|
|
Interest expense on convertible debt
|
| |
—
|
| |
( i 1,223)
|
| |
( i 2,778)
|
|
Others
|
| |
( i 136)
|
| |
( i 110)
|
| |
( i 229)
|
|
Total
|
| |
( i 380)
|
| |
i 59
|
| |
( i 4,181)
|
|
17.
|
SHARE-BASED PAYMENTS
|
|
|
| |
Number of
options (’000)
|
| |
Average exercise
price per
share option (US$)
|
| |
Average
fair value per
share option (US$)
|
|
As at January 1, 2021
|
| |
—
|
| |
—
|
| |
—
|
|
Granted during the year
|
| |
i 1,097,852
|
| |
i 0.03
|
| |
i 0.23
|
|
As at December 31, 2021
|
| |
i 1,097,852
|
| |
i 0.03
|
| |
i 0.23
|
|
|
| |
Number of
options (’000)
|
| |
Average exercise
price per
share option (US$)
|
| |
Average
fair value per
share option (US$)
|
|
Granted during the year
|
| |
i 139,690
|
| |
i 0.03
|
| |
i 0.16
|
|
Forfeited
|
| |
( i 25,597)
|
| |
i 0.03
|
| |
i 0.22
|
|
As at December 31, 2022
|
| |
i 1,211,945
|
| |
i 0.03
|
| |
i 0.22
|
|
Vested and exercisable at December 31, 2022
|
| |
i 417,767
|
| |
i 0.03
|
| |
i 0.22
|
|
|
| |
Year ended December 31,
|
|||
|
In thousands of USD
|
| |
2021
|
| |
2022
|
|
Cost of revenue
|
| |
i 10,424
|
| |
i 10,050
|
|
General and administrative expenses
|
| |
i 54,458
|
| |
i 48,850
|
|
Research and development expenses
|
| |
i 18,246
|
| |
i 24,258
|
|
Selling expenses
|
| |
i 5,227
|
| |
i 7,490
|
|
Total
|
| |
i 88,355
|
| |
i 90,648
|
|
|
| | | | ||
|
Dividend yield (%)
|
| |
—
|
| |
—
|
|
Expected volatility (%)
|
| |
i 130.19%
|
| |
i 130.23%
|
|
Risk-free interest rate (%)
|
| |
i 1.24%
|
| |
i 1.57%
|
|
Exercise multiple
|
| |
i 2.20- i 2.80
|
| |
i 2.20
|
|
|
| | | | | |
At July 1, 2022
|
| | |||
|
Dividend yield (%)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
Expected volatility (%)
|
| |
i 128%
|
| |
i 123%
|
| |
i 120%
|
| |
i 121%
|
|
Risk-free interest rate (%)
|
| |
i 1.618%
|
| |
i 2.415%
|
| |
i 2.893%
|
| |
i 3.886%
|
|
Exercise multiple
|
| |
i 2.20- i 2.80
|
| |
i 2.20
|
| |
i 2.20
|
| |
i 2.20
|
|
•
|
Dividend return is estimated by reference to the Group’s plan to distribute dividends in the near future. Currently, this is
estimated to be i zero as the Group plans to retain all profit for corporate expansion;
|
|
•
|
Expected volatility is estimated based on the daily close price volatility of a number of comparable companies to the Group;
|
|
•
|
Risk-free interest rate is based on the yield to maturity of U.S. treasury bills denominated in US$ at the option valuation
date;
|
|
•
|
Exercise multiple is based on empirical research on typical share award exercise behavior.
|
|
18.
|
EQUITY
|
|
|
| |
Class A
Ordinary Shares
|
| |
Amount
in USD
|
| |
Class B
Ordinary Shares
|
| |
Amount
in USD
|
|
At January 1, 2021, shares issued and outstanding
|
| |
i —
|
| |
i —
|
| |
i —
|
| |
i —
|
|
Share allotment upon Reorganization
|
| |
i 10,016,592,322
|
| |
i 1,002
|
| |
—
|
| |
—
|
|
Redesignation of ordinary shares
|
| |
( i 5,631,795,619)
|
| |
( i 563)
|
| |
i 5,631,795,619
|
| |
i 563
|
|
At December 31, 2021, shares issued and outstanding
|
| |
i 4,384,796,703
|
| |
i 439
|
| |
i 5,631,795,619
|
| |
i 563
|
|
At December 31, 2022, shares issued and outstanding
|
| |
i 4,384,796,703
|
| |
i 439
|
| |
i 5,631,795,619
|
| |
i 563
|
|
|
| |
Series A
Preferred Shares
|
| |
Amount
in USD
|
| |
Series B
Preferred Shares
|
| |
Amount
in USD
|
| |
Series B+
Preferred Shares
|
| |
Amount
in USD
|
|
At January 1, 2021, shares issued and outstanding
|
| |
i —
|
| |
i —
|
| |
i —
|
| |
i —
|
| |
i —
|
| |
i —
|
|
Share allotment upon Reorganization
|
| |
i 461,033,549
|
| |
i 46
|
| |
i 870,232,230
|
| |
i 87
|
| |
i 1,314,267,705
|
| |
i 131
|
|
At December 31, 2021, shares issued and
outstanding
|
| |
i 461,033,549
|
| |
i 46
|
| |
i 870,232,230
|
| |
i 87
|
| |
i 1,314,267,705
|
| |
i 131
|
|
At December 31, 2022, shares issued and
outstanding
|
| |
i 461,033,549
|
| |
i 46
|
| |
i 870,232,230
|
| |
i 87
|
| |
i 1,314,267,705
|
| |
i 131
|
|
(i)
|
Share premium, which effectively represents the share subscription amount paid over the par value of the shares. The
application of the share premium account is governed by Section 34 of the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands as amended, supplemented or otherwise modified from time to time.
|
|
(ii)
|
Invested capital reclassified upon completion of the Reorganization.
|
|
(iii)
|
All foreign exchange differences arising from the translation of the financial statements of foreign operations, excluding
the effects resulting from the activities the Bitdeer Business conducted in direct and indirect subsidiaries of Bitmain and BTC, which were included in invested capital.
|
|
(iv)
|
The value of the conversion option of the equity component embedded in the convertible debt.
|
|
(v)
|
The accumulated share-based payment expenses.
|
|
•
|
safeguard the Group’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and
benefits for other stakeholders, mainly by pricing products and services commensurate with the level of risk.
|
|
•
|
To support the Group’s stability and growth
|
|
•
|
To provide capital for the purpose of strengthening the Group’s risk management capability
|
|
19.
|
TAXATION
|
|
|
| |
Years ended December 31,
|
||||||
|
In thousands of USD
|
| |
2020
|
| |
2021
|
| |
2022
|
|
Current income tax expenses
|
| |
i 52
|
| |
i 13,125
|
| |
( i 8,244)
|
|
Deferred income tax (benefit) / expenses
|
| |
( i 8,013)
|
| |
i 35,121
|
| |
i 3,844
|
|
Total
|
| |
( i 7,961)
|
| |
i 48,246
|
| |
( i 4,400)
|
|
|
| |
Years ended December 31,
|
||||||
|
|
| | | |
2021
|
| |
2022
|
|
|
Statutory income tax rate
|
| |
i 17.00%
|
| |
i 17.00%
|
| |
i 17.00%
|
|
Effect of expenses not deductible for tax purpose
|
| |
( i 0.35)%
|
| |
i 11.99%
|
| |
( i 22.71)%
|
|
Effect of income tax difference under different tax jurisdictions
|
| |
i 2.55%
|
| |
i 5.64%
|
| |
( i 4.03)%
|
|
Effect of tax losses not recognized in deferred tax assets
|
| |
( i 7.39)%
|
| |
i 0.63%
|
| |
i 0.75%
|
|
Prior year true-ups
|
| |
—
|
| |
i 2.11%
|
| |
i 16.05%
|
|
Effect of non-taxable income
|
| |
i 0.50%
|
| |
( i 0.60)%
|
| |
—
|
|
Others
|
| |
i 0.17%
|
| |
i 0.09%
|
| |
( i 0.27)%
|
|
Total
|
| |
i 12.48%
|
| |
i 36.86%
|
| |
i 6.79%
|
|
|
| |
At December 31,
|
|||
|
In thousands of USD
|
| |
2021
|
| |
2022
|
|
Deferred tax assets
|
| |
|
| |
|
|
Net operating losses
|
| |
i 4,362
|
| |
i 4,324
|
|
Share-based payments
|
| |
—
|
| |
i 2,672
|
|
Property, plant and equipment and intangible assets
|
| |
i 260
|
| |
i 533
|
|
Total deferred tax assets
|
| |
i 4,622
|
| |
i 7,529
|
|
Set-off of deferred tax positions relate to income taxes levied by the same tax
authority
|
| |
—
|
| |
( i 2,672)
|
|
Deferred tax assets
|
| |
i 4,622
|
| |
i 4,857
|
|
Deferred tax liabilities
|
| |
|
| |
|
|
Property, plant and equipment
|
| |
( i 7,547)
|
| |
( i 14,298)
|
|
Set-off of deferred tax positions relate to income taxes levied by the same
tax authority
|
| |
—
|
| |
i 2,672
|
|
Deferred tax liabilities
|
| |
( i 7,547)
|
| |
( i 11,626)
|
|
Net deferred tax assets / (liabilities)
|
| |
( i 2,925)
|
| |
( i 6,769)
|
|
In thousands of USD
|
| | | |
Recognized in
profit or loss
|
| |
Charged to
invested capital(1)
|
| | ||
|
Tax losses carried forward
|
| |
i 19,292
|
| |
i 2,015
|
| |
i 2,285
|
| |
i 23,592
|
|
Accrued expenses
|
| |
i 704
|
| |
—
|
| |
—
|
| |
i 704
|
|
Property, plant and equipment
|
| |
( i 192)
|
| |
i 5,998
|
| |
—
|
| |
i 5,806
|
|
Net deferred tax assets
|
| |
i 19,804
|
| |
i 8,013
|
| |
i 2,285
|
| |
i 30,102
|
|
In thousands of USD
|
| | | |
Recognized in
profit or loss
|
| |
Charged to
invested capital(1)
|
| | ||
|
Tax losses carried forward
|
| |
i 23,592
|
| |
( i 21,324)
|
| |
i 2,094
|
| |
i 4,362
|
|
Accrued expenses
|
| |
i 704
|
| |
( i 704)
|
| |
—
|
| |
—
|
|
Property, plant and equipment
|
| |
i 5,806
|
| |
( i 13,093)
|
| |
—
|
| |
( i 7,287)
|
|
Net deferred tax assets / (liabilities)
|
| |
i 30,102
|
| |
( i 35,121)
|
| |
i 2,094
|
| |
( i 2,925)
|
|
In thousands of USD
|
| | | |
Recognized in
profit or loss
|
| |
Charged to
invested capital(1)
|
| | ||
|
Tax losses carried forward
|
| |
i 4,362
|
| |
( i 38)
|
| |
—
|
| |
i 4,324
|
|
Share-based payments
|
| |
—
|
| |
i 2,672
|
| |
—
|
| |
i 2,672
|
|
Property, plant and equipment
|
| |
( i 7,287)
|
| |
( i 6,478)
|
| |
—
|
| |
( i 13,765)
|
|
Net deferred tax liabilities
|
| |
( i 2,925)
|
| |
( i 3,844)
|
| |
—
|
| |
( i 6,769)
|
|
(1)
|
Deferred tax assets
charged to invested capital is due to the Group recognizing deferred tax assets related to tax losses carried forward based on the tax losses available to the individual legal entities within the Group during the Carve-out Period, which
creates differences between the income tax benefit or expense determined based on the operation results of the Bitdeer Business.
|
|
Tax Jurisdiction
|
| |
Amount in
thousands of USD
|
| |
Earliest year of
expiration if not
utilized
|
|
Singapore
|
| |
i 3,555
|
| |
Indefinitely
|
|
Hong Kong
|
| |
i 4,694
|
| |
Indefinitely
|
|
United States
|
| |
i 88,438
|
| |
Indefinitely
|
|
Total
|
| |
i 96,687
|
| |
|
|
20.
|
RELATED PARTY TRANSACTIONS
|
|
|
| |
Years ended December 31,
|
||||||
|
In thousands of USD
|
| |
2020
|
| |
2021
|
| |
2022
|
|
Salaries and other emoluments
|
| |
i 10,175
|
| |
i 11,627
|
| |
i 11,969
|
|
Total
|
| |
i 10,175
|
| |
i 11,627
|
| |
i 11,969
|
|
|
| |
Years ended December 31,
|
||||||
|
In thousands of USD
|
| |
2020
|
| |
2021
|
| |
2022
|
|
Deemed distribution to related parties per consolidated
statements of changes in invested capital and equity
|
| |
( i 157,557)
|
| |
( i 29,311)
|
| |
—
|
|
Corporate allocations
|
| |
( i 1,709)
|
| |
( i 2,167)
|
| |
—
|
|
Net effect of attribution of the assets and liabilities
from Bitmain’s business transferred to the Group during the Reorganization
|
| |
( i 235,506)
|
| |
i 20,535
|
| |
—
|
|
Total deemed distribution to related
parties per consolidated statements of cash flows
|
| |
( i 394,772)
|
| |
( i 10,943)
|
| |
—
|
|
|
| |
Years ended December 31,
|
||||||
|
In thousands of USD
|
| |
2020
|
| |
2021
|
| |
2022
|
|
Revenue from Bitmain and BTC(1)
|
| |
i 88,054
|
| |
i 73,522
|
| |
—
|
|
(1)
|
Revenue
from Bitmain and BTC arise from the Group’s normal course of business, See Note 2.
|
|
Name of related parties
|
| |
Relationship with the Group
|
|
Matrix Finance and Technologies Holding Group and its subsidiaries (“Matrixport
Group”)
|
| |
The Group’s controlling person is the co-founder and chairman of the board of
directors of Matrixport Group and has significant influence over Matrixport Group.
|
|
|
| |
At December 31,
|
|||
|
In thousands of USD
|
| |
2021
|
| |
2022
|
|
Due from related party
|
| |
|
| |
|
|
- Trade receivables
|
| |
i 413
|
| |
i 75
|
|
- Loans to a related party(1)
|
| |
i 1,087
|
| |
i 322
|
|
Total due from related party
|
| |
i 1,500
|
| |
i 397
|
|
|
| |
|
| |
|
|
Due to related party
|
| |
|
| |
|
|
- Other payables(2)
|
| |
i 19
|
| |
i 316
|
|
Total due to related party
|
| |
i 19
|
| |
i 316
|
|
(1)
|
Loans to
a related party represent unsecured, interest-free loans made to the related party. These loans are due on demand.
|
|
(2)
|
Other
payables represent the accrued service expense related to the custody and other services provided by the related party.
|
|
|
| |
Years ended December 31,
|
||||||
|
In thousands of USD
|
| |
2020
|
| |
2021
|
| |
2022
|
|
- Provide service to a related party
|
| |
—
|
| |
i 530
|
| |
i 3,076
|
|
- Receive service from a related party
|
| |
—
|
| |
i 294
|
| |
i 425
|
|
- Interest earned from a related party
|
| |
—
|
| |
i 1,552
|
| |
i 1,499
|
|
- Return of wealth management products from a related party
|
| |
—
|
| |
i 737
|
| |
i 283
|
|
- Changes in fair value of financial assets at fair value through profit or loss
|
| |
—
|
| |
—
|
| |
( i 952)
|
|
|
| |
Type of
cryptocurrency
|
| |
Amount in
thousands of
cryptocurrencies
|
| |
Date of
purchase/
lending
|
| |
Date of
redemption/
collection
|
| |
Effective annual
yield of return/
interest rate
|
|
Loan
|
| |
USDC
|
| |
i 30,000
|
| | | | | |
i 8.25%
|
||
|
Wealth management product - type A
|
| |
USDT
|
| |
i 30,000
|
| | | | | |
i 13.00%
|
||
|
Wealth management product - type A
|
| |
USDT
|
| |
i 80,000
|
| | | | | |
i 1.00%
|
||
|
Loan
|
| |
USDT
|
| |
i 15,000
|
| | | | | |
i 5.83%
|
||
|
Loan
|
| |
USDC
|
| |
i 5,000
|
| | | | | |
i 7.00%
|
||
|
Wealth management product - type A
|
| |
USDT
|
| |
i 10,000
|
| | | | | |
i 3.06%
|
||
|
Loan
|
| |
USDC
|
| |
i 30,000
|
| | | | | |
i 15.00%
|
||
|
Wealth management product - type B
|
| |
USDT
|
| |
i 10,000
|
| | | | | |
i 5.70%
|
||
|
Wealth management product - type B
|
| |
USDT
|
| |
i 50,000
|
| | | | | |
i 5.92%
|
||
|
Loan
|
| |
USDC
|
| |
i 80,000
|
| | | | | |
i 4.13%
|
||
|
Loan
|
| |
USDC
|
| |
i 20,000
|
| | | | | |
i 3.50%
|
|
21.
|
EARNINGS / (LOSS) PER SHARE
|
|
|
| |
Years ended December 31,
|
||||||
|
In thousands of USD, except for the per share data
|
| |
2020
|
| |
2021
|
| |
2022
|
|
Profit / (loss) attributable to ordinary equity shareholders of the Group
|
| |
( i 55,826)
|
| |
i 82,643
|
| |
( i 60,366)
|
|
Weighted average number of ordinary shares outstanding
(thousand shares)
|
| |
i 12,662,126
|
| |
i 12,662,126
|
| |
i 12,662,126
|
|
Basic earnings / (loss) per share (In USD)
|
| |
( i 0.00)
|
| |
i 0.01
|
| |
( i 0.00)
|
|
|
| |
|
| |
|
| |
|
|
Profit / (loss) attributable to ordinary equity shareholders of the Group
|
| |
( i 55,826)
|
| |
i 82,643
|
| |
( i 60,366)
|
|
Increase in profit attributable to ordinary equity
shareholders of the Group resulted from conversion of convertible debt
|
| |
—
|
| |
i 1,223
|
| |
—
|
|
Profit / (loss) attributable to ordinary equity
shareholders of the Group for diluted EPS
|
| |
( i 55,826)
|
| |
i 83,866
|
| |
( i 60,366)
|
|
|
| |
|
| |
|
| |
|
|
Weighted average number of ordinary shares outstanding
(thousand shares)
|
| |
i 12,662,126
|
| |
i 12,662,126
|
| |
i 12,662,126
|
|
Adjusted for:
|
| |
|
| |
|
| |
|
|
- Assumed conversion of convertible debt
|
| |
—
|
| |
i 210,681
|
| |
—
|
|
- Assumed exercise of share awards
|
| |
—
|
| |
i 104,370
|
| |
—
|
|
Weighted average number of shares outstanding for diluted
EPS (thousand shares)
|
| |
i 12,662,126
|
| |
i 12,977,177
|
| |
i 12,662,126
|
|
Diluted earnings / (loss) per share (In USD)
|
| |
( i 0.00)
|
| |
i 0.01
|
| |
( i 0.00)
|
|
(1)
|
Each share of Class A ordinary shares, Series A preferred shares, Series B preferred shares and Series B+ preferred shares is
granted i i i i 1 / / /
vote and each share of Class B ordinary shares is granted i 10 votes. All classes of shares are entitled to dividend and rank pari passu except for voting rights. They are included in the ordinary shares and the shareholders
of these preferred shares are referred to as the ordinary equity shareholders in the context of notes and presentations of earnings per share.
|
|
22.
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
| |
Years ended December 31,
|
||||||
|
In thousands of USD
|
| |
2020
|
| |
2021
|
| |
2022
|
|
NON-CASH INVESTING AND FINANCING TRANSACTIONS
|
| |
|
| |
|
| |
|
|
Liabilities assumed in connection with acquisition of
mining machines from related party
|
| |
i 9,302
|
| |
—
|
| |
i 7,212
|
|
Operating lease right-of-use assets obtained in exchange
for operating lease liabilities
|
| |
i 1,174
|
| |
i 47,178
|
| |
i 7,270
|
|
Payment for purchase of mining machines in form of cryptocurrencies
|
| |
—
|
| |
i 11,986
|
| |
i 4,805
|
|
Cryptocurrencies received on behalf of related parties
|
| |
i 6,312
|
| |
—
|
| |
—
|
|
Cryptocurrencies paid on behalf of related parties
|
| |
—
|
| |
i 24,852
|
| |
—
|
|
Lending made to a third party in form of cryptocurrencies
|
| |
—
|
| |
i 10,222
|
| |
—
|
|
Collection of lending from a third party in form of cryptocurrencies
|
| |
—
|
| |
i 6,487
|
| |
—
|
|
Lending made to related party in form of cryptocurrencies
|
| |
—
|
| |
i 30,015
|
| |
i 150,025
|
|
Collection of lending from related party in form of cryptocurrencies
|
| |
—
|
| |
i 30,735
|
| |
i 151,525
|
|
Purchase of wealth management products using cryptocurrencies
|
| |
—
|
| |
i 30,004
|
| |
i 149,972
|
|
Redemption of wealth management products in form of cryptocurrencies
|
| |
—
|
| |
i 30,724
|
| |
i 150,268
|
|
Receivable on disposal of property, plant and equipment
|
| |
i 850
|
| |
—
|
| |
—
|
|
Liabilities assumed in connection with acquisition of
property, plant and equipment
|
| |
i 156
|
| |
i 3,494
|
| |
—
|
|
23.
|
SUBSEQUENT EVENTS
|
|
|
| | | | ||
|
Assets
|
| |
|
| |
|
|
Cash and cash equivalents
|
| |
$487,303
|
| |
$413,417
|
|
Prepaid expenses
|
| |
159,898
|
| |
157,553
|
|
Total Current Assets
|
| |
647,201
|
| |
570,970
|
|
Investments held in Trust Account
|
| |
18,237,834
|
| |
58,077,104
|
|
Total Assets
|
| |
$18,885,035
|
| |
$58,648,074
|
|
Liabilities, Class A Ordinary Shares
Subject to Possible Redemption and Shareholders’ Deficit
|
| |
|
| |
|
|
Accrued offering costs and expenses
|
| |
$4,083,468
|
| |
$549,373
|
|
Due to related parties
|
| |
420,190
|
| |
355,863
|
|
Promissory note – related party
|
| |
200,000
|
| |
200,000
|
|
Promissory note – Bitdeer
|
| |
2,545,800
|
| |
—
|
|
Total Current Liabilities
|
| |
7,249,458
|
| |
1,105,236
|
|
Deferred underwriters discount
|
| |
2,012,500
|
| |
2,012,500
|
|
Total Liabilities
|
| |
9,261,958
|
| |
3,117,736
|
|
Commitments & Contingencies (Note 7)
|
| |
|
| |
|
|
Class A ordinary shares subject to possible redemption,
1,718,388 and 5,750,000 shares at redemption value of $10.61 and $10.10 per share as of December 31, 2022 and 2021, respectively
|
| |
18,237,834
|
| |
58,075,000
|
|
Shareholders’ Deficit:
|
| |
|
| |
|
|
Preferred shares, no par value; 1,000,000 shares
authorized; no shares issued and outstanding
|
| |
—
|
| |
—
|
|
Class A ordinary shares, no par value, 100,000,000 shares
authorized, 350,000 issued and outstanding, excluding 1,718,388 and 5,750,000 shares subject to possible redemption at December 31, 2022 and 2021
|
| |
3,403,857
|
| |
3,403,857
|
|
Class B ordinary shares, no par value, 10,000,000 shares
authorized, 1,437,500 shares issued and outstanding at December 31, 2022 and 2021
|
| |
25,000
|
| |
25,000
|
|
Accumulated deficit
|
| |
(12,043,614)
|
| |
(5,973,519)
|
|
Total Shareholders’ Deficit
|
| |
(8,614,757)
|
| |
(2,544,662)
|
|
Total Liabilities, Class A Ordinary
Shares Subject to Possible Redemption and Shareholders’ Deficit
|
| |
$18,885,035
|
| |
$58,648,074
|
|
|
| |
For the Year
Ended
|
| |
For the Period from
(Inception) Through
|
|
Formation and operating costs
|
| |
$4,660,233
|
| |
$1,241,824
|
|
Loss from operations
|
| |
(4,660,233)
|
| |
(1,241,824)
|
|
Other income
|
| |
|
| |
|
|
Interest income earned on Trust
|
| |
742,433
|
| |
2,104
|
|
Total other income
|
| |
742,433
|
| |
2,104
|
|
Net loss
|
| |
$(3,917,800)
|
| |
$(1,239,720)
|
|
Basic and diluted weighted average shares outstanding,
Class A ordinary shares subject to possible redemption
|
| |
5,750,000
|
| |
3,704,327
|
|
Basic and diluted net loss per share,
Class A ordinary shares subject to possible redemption
|
| |
$(0.52)
|
| |
$(0.23)
|
|
Basic and diluted weighted average shares outstanding,
Class B ordinary shares and Class A ordinary shares not subject to possible redemption
|
| |
1,787,500
|
| |
1,621,514
|
|
Basic and diluted net loss per share,
Class B ordinary shares and Class A ordinary shares not subject to possible redemption
|
| |
$(0.52)
|
| |
$(0.23)
|
|
|
| |
Class A
Ordinary Shares
|
| |
Class B
Ordinary Shares
|
| |
Accumulated
Deficit
|
| |
Total
Shareholders’
Deficit
|
||||||
|
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |||||
|
Balance as of February 23, 2021
(Inception)
|
| |
—
|
| |
$—
|
| |
—
|
| |
$—
|
| |
$—
|
| |
$—
|
|
Class B ordinary share issued to initial shareholder
|
| |
—
|
| |
—
|
| |
1,437,500
|
| |
25,000
|
| |
—
|
| |
25,000
|
|
Sale of 292,500 Private Placement Units on June 14, 2021
|
| |
292,500
|
| |
2,925,000
|
| |
—
|
| |
—
|
| |
—
|
| |
2,925,000
|
|
Issuance of representative shares
|
| |
57,500
|
| |
478,857
|
| |
—
|
| |
—
|
| |
—
|
| |
478,857
|
|
Remeasurement of carrying value of Class A ordinary shares
subject to possible redemption to redemption value
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(4,733,799)
|
| |
(4,733,799)
|
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(1,239,720)
|
| |
(1,239,720)
|
|
Balance as of December 31, 2021
|
| |
350,000
|
| |
3,403,857
|
| |
1,437,500
|
| |
25,000
|
| |
(5,973,519)
|
| |
(2,544,662)
|
|
Remeasurement of carrying value of Class A ordinary shares
subject to possible redemption to redemption value
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(744,537)
|
| |
(744,537)
|
|
Additional amount deposited into trust
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(1,407,758)
|
| |
(1,407,758)
|
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(3,917,800)
|
| |
(3,917,800)
|
|
Balance as of December 31, 2022
|
| |
350,000
|
| |
$3,403,857
|
| |
1,437,500
|
| |
$25,000
|
| |
$(12,043,614)
|
| |
$(8,614,757)
|
|
|
| |
For the Year
Ended
|
| |
For the
Period from
(Inception) Through
|
|
Cash Flows from Operating Activities:
|
| |
|
| |
|
|
Net loss
|
| |
$(3,917,800)
|
| |
$(1,239,720)
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
| |
|
| |
|
|
Formation costs paid by Sponsor
|
| |
—
|
| |
7,169
|
|
Interest earned on investment held in Trust Account
|
| |
(742,433)
|
| |
(2,104)
|
|
Changes in current assets and current liabilities:
|
| |
|
| |
|
|
Prepaid Expenses
|
| |
(2,345)
|
| |
(69,208)
|
|
Accrued offering costs and expenses
|
| |
3,534,095
|
| |
549,373
|
|
Due to related parties
|
| |
64,327
|
| |
355,863
|
|
Net cash used in operating activities
|
| |
(1,064,156)
|
| |
(398,627)
|
|
Cash flows from investing activities:
|
| |
|
| |
|
|
Principal deposited in Trust Account
|
| |
(1,407,758)
|
| |
(58,075,000)
|
|
Disposal of investment held in Trust Account
|
| |
41,989,461
|
| |
—
|
|
Net cash provided by (used in) investing activities
|
| |
40,581,703
|
| |
(58,075,000)
|
|
Cash flows from financing activities:
|
| |
|
| |
|
|
Proceeds from initial public offering
|
| |
—
|
| |
49,000,000
|
|
Proceeds from private placement
|
| |
—
|
| |
2,925,000
|
|
Proceeds from overallotment, net of underwriter discount
|
| |
—
|
| |
7,350,000
|
|
Proceeds from issuance of promissory note to Bitdeer
|
| |
2,545,800
|
| |
—
|
|
Redemption of Class A Ordinary Shares
|
| |
(41,989,461)
|
| |
—
|
|
Payment of deferred offering costs
|
| |
—
|
| |
(387,956)
|
|
Net cash (used in) provided by financing activities
|
| |
(39,443,661)
|
| |
58,887,044
|
|
Net Change in Cash
|
| |
73,886
|
| |
413,417
|
|
Cash, beginning of the period
|
| |
413,417
|
| |
—
|
|
Cash, end of the period
|
| |
$487,303
|
| |
$413,417
|
|
Supplemental Disclosure of Non-cash Activities:
|
| |
|
| |
|
|
Deferred offering costs paid by Sponsor in exchange for
issuance of Class B ordinary shares
|
| |
$—
|
| |
$25,000
|
|
Remeasurement of carrying value of Class A ordinary shares
subject to possible redemption to redemption value, including additional amounts deposited into trust
|
| |
$2,152,295
|
| |
$4,733,799
|
|
Initial value of ordinary shares subject to possible redemption
|
| |
$—
|
| |
$57,500,000
|
|
Deferred underwriting commissions payable charged to
additional paid in capital
|
| |
$—
|
| |
$2,012,500
|
|
•
|
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
|
|
•
|
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such
as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
|
|
•
|
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop
its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be
categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair
value measurement.
|
|
|
| |
For the year ended
|
| |
For the period from February 23, 2021
(Inception) to December 31, 2021
|
||||||||||||
|
|
| |
Redeemable
Class A
|
| |
Non-
redeemable
Class A
|
| |
Class B
|
| |
Redeemable
Class A
|
| |
Non-
redeemable
Class A
|
| |
Class B
|
|
NUMERATOR
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Allocation of loss
|
| |
$(2,988,703)
|
| |
$(181,921)
|
| |
$(747,176)
|
| |
$(862,273)
|
| |
$(52,486)
|
| |
$(324,961)
|
|
DENOMINATOR
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Weighted average shares outstanding
|
| |
5,750,000
|
| |
350,000
|
| |
1,437,500
|
| |
3,704,327
|
| |
225,481
|
| |
1,396,034
|
|
Basic and diluted net loss per share
|
| |
$(0.52)
|
| |
$(0.52)
|
| |
$(0.52)
|
| |
$(0.23)
|
| |
$(0.23)
|
| |
$(0.23)
|
|
Gross proceeds from IPO
|
| |
$57,500,000
|
|
Less:
|
| |
|
|
Ordinary shares issuance costs allocated to Class A
ordinary shares subject to possible redemption
|
| |
(4,158,799)
|
|
Plus:
|
| |
|
|
Re-measurement of carrying value to redemption value
|
| |
4,733,799
|
|
Class A ordinary shares subject to possible redemptions as
of December 31, 2021
|
| |
$58,075,000
|
|
Plus:
|
| |
|
|
Interest earned on investment held in Trust Account
|
| |
744,537
|
|
Additional amount deposited into trust
|
| |
1,407,758
|
|
Less:
|
| |
|
|
Class A ordinary shares redeemed on December 5, 2022
|
| |
(41,989,461)
|
|
Class A ordinary shares subject to possible redemptions as
of December 31, 2022
|
| |
$18,237,834
|
|
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 of 1933, 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 (4) 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; and
|
|
(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 of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell
such securities to such purchaser:
|
|
(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
|
| | |
Amended and Restated Agreement and Plan of Merger, dated as of December 15,
2021, by and among the Company, Bitdeer, Blue Safari Merge Limited, Blue Safari Merge II Limited, Bitdeer Merge Limited, BSGA and Blue Safari Mini Corp.
|
| |
F-4
|
| | | |
2.1
|
| | |||
| | |
First Amendment to Amended and Restated Agreement and Plan of Merger, dated as
of May 30, 2022, by and among the Company, Bitdeer, Blue Safari Merge Limited, Blue Safari Merge II Limited, Bitdeer Merge Limited, BSGA and Blue Safari Mini Corp.
|
| |
F-4
|
| | | |
2.2
|
| | |||
| | |
Second Amendment to Amended and Restated Agreement and Plan of Merger, dated as
of December 2, 2022, by and among the Company, Bitdeer, Blue Safari Merge Limited, Blue Safari Merge II Limited, Bitdeer Merge Limited, BSGA and Blue Safari Mini Corp.
|
| |
F-4
|
| | | |
2.3
|
| | |||
| | |
Third Amendment to Amended and Restated Agreement and Plan of Merger, dated as
of March 7, 2023, by and among the Company, Bitdeer, Blue Safari Merge Limited, Blue Safari Merge II Limited, Bitdeer Merge Limited, BSGA and Blue Safari Mini Corp.
|
| |
F-4
|
| | | |
2.4
|
| | |||
| | |
Amended and Restated Memorandum and Articles of Association of the Company,
effective on April 13, 2023
|
| |
20-F
|
| | | |
1.1
|
| | |||
| | |
Specimen Ordinary Share Certificate of the Company
|
| |
F-4
|
| | | |
4.1
|
| | |||
| | |
Ordinary Share Purchase Agreement, dated as of August 8, 2023, by and between
Bitdeer Technologies Group and B. Riley Principal Capital II, LLC
|
| |
6-K
|
| | | |
10.1
|
| | |||
| | |
Registration Rights Agreement, dated as of August 8, 2023, by and between
Bitdeer Technologies Group and B. Riley Principal Capital II, LLC
|
| |
6-K
|
| | | |
10.2
|
| | |||
| | |
Opinion of Ogier as to the validity of Class A Ordinary Shares to be issued
|
| |
|
| |
|
| |
|
| |
|
|
| | |
Consent of MaloneBailey, LLP
|
| |
|
| |
|
| |
|
| |
|
|
| | |
Consent of Marcum LLP
|
| |
|
| |
|
| |
|
| |
|
|
| | |
Power of Attorney (included on signature page)
|
| |
|
| |
|
| |
|
| |
|
|
| | |
Calculation of Filing Fee Table
|
| |
|
| |
|
| |
|
| |
|
|
|
*
|
|
**
|
|
†
|
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:
|
| | |
|
|
| |
|
| |
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)
|
| | |
| | ||||||
|
|
| |
|
| |
|
|
/s/ Linghui Kong
|
| |
Director and Chief Business Officer
|
| | |
| | ||||||
|
|
| |
|
| |
|
|
/s/ Chao Suo
|
| |
Director
|
| | |
| | ||||||
|
|
| |
|
| |
|
|
/s/ Jianchun Liu
|
| |
Director and Chief Financial Officer, Business Operations
(Principal Financial and Accounting Officer)
|
| | |
| | ||||||
|
|
| |
|
| |
|
| | |
Director
|
| | ||
| | ||||||
|
|
| |
|
| |
|
| | |
Director
|
| | ||
| | ||||||
|
|
| |
|
| |
|
|
/s/ Guang Yang
|
| |
Director
|
| | |
| |
|
|
| |
Authorized U.S. Representative
|
||||||
|
|
| |
|
| |
|
| ||
|
|
| |
By:
|
| | ||||
|
|
| |
|
| |
Name:
|
| | |
|
|
| |
|
| |
Title:
|
| |
Senior Vice President on behalf of Cogency Global Inc.
|
| This ‘F-3’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 7/20/31 | ||||
| 7/21/25 | ||||
| Filed on: | 3/18/24 | F-3 | ||
| 3/15/24 | ||||
| 2/29/24 | ||||
| 1/1/24 | ||||
| 12/31/23 | ||||
| 12/15/23 | ||||
| 12/14/23 | ||||
| 10/10/23 | 6-K, POS AM | |||
| 9/30/23 | ||||
| 9/20/23 | 6-K, EFFECT | |||
| 9/15/23 | ||||
| 8/9/23 | 6-K | |||
| 8/8/23 | ||||
| 7/23/23 | ||||
| 7/22/23 | ||||
| 7/1/23 | ||||
| 6/30/23 | ||||
| 6/16/23 | 6-K | |||
| 6/14/23 | ||||
| 6/1/23 | ||||
| 4/19/23 | 20-F, 6-K | |||
| 4/18/23 | ||||
| 4/14/23 | 6-K | |||
| 4/13/23 | 20-F, CERT | |||
| 4/1/23 | ||||
| 3/23/23 | CORRESP, F-4/A | |||
| 3/14/23 | ||||
| 3/7/23 | 425 | |||
| 3/3/23 | ||||
| 3/2/23 | ||||
| 2/28/23 | DRS/A, DRSLTR | |||
| 1/1/23 | ||||
| 12/31/22 | 20-F | |||
| 12/28/22 | ||||
| 12/14/22 | ||||
| 12/5/22 | ||||
| 12/2/22 | ||||
| 11/22/22 | ||||
| 10/11/22 | ||||
| 10/1/22 | ||||
| 9/28/22 | ||||
| 9/6/22 | DRS/A, DRSLTR | |||
| 9/1/22 | SEC LETTER | |||
| 8/31/22 | ||||
| 7/1/22 | UPLOAD | |||
| 6/30/22 | ||||
| 6/28/22 | ||||
| 6/20/22 | ||||
| 6/17/22 | ||||
| 6/14/22 | ||||
| 6/1/22 | ||||
| 5/31/22 | ||||
| 5/30/22 | ||||
| 5/19/22 | ||||
| 5/12/22 | ||||
| 4/15/22 | ||||
| 4/1/22 | ||||
| 3/27/22 | ||||
| 1/14/22 | ||||
| 1/1/22 | ||||
| 12/31/21 | ||||
| 12/28/21 | ||||
| 12/27/21 | ||||
| 12/15/21 | DRS, DRSLTR | |||
| 12/8/21 | ||||
| 11/18/21 | ||||
| 11/9/21 | ||||
| 11/1/21 | ||||
| 10/20/21 | ||||
| 9/8/21 | ||||
| 8/1/21 | ||||
| 7/23/21 | ||||
| 7/20/21 | ||||
| 6/30/21 | ||||
| 6/14/21 | ||||
| 6/9/21 | ||||
| 4/16/21 | ||||
| 4/15/21 | ||||
| 3/4/21 | ||||
| 3/1/21 | ||||
| 2/23/21 | ||||
| 1/26/21 | ||||
| 1/1/21 | ||||
| 12/31/20 | ||||
| 11/18/20 | ||||
| 6/30/20 | ||||
| 5/11/20 | ||||
| 1/1/20 | ||||
| 12/17/17 | ||||
| 4/5/12 | ||||
| List all Filings | ||||
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 |