As filed with the Securities and Exchange Commission on August 11, 2023
Registration No. 333-
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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/11/23 Bitdeer Technologies Group F-1 126:20M Broadridge Fin’l So… Inc |
Document/Exhibit Description Pages Size
1: F-1 Registration Statement by a Foreign Issuer HTML 5.87M
2: EX-5.1 Opinion of Counsel re: Legality HTML 70K
3: EX-23.1 Consent of Expert or Counsel HTML 32K
4: EX-23.2 Consent of Expert or Counsel HTML 33K
5: EX-FILING FEES Filing Fees Table HTML 38K
11: R1 Document and Entity Information HTML 44K
12: R2 Consolidated Statements of Financial Position HTML 105K
13: R3 Consolidated Statements of Operations and HTML 90K
Comprehensive Income / (Loss)
14: R4 Consolidated Statements of Changes in Equity HTML 59K
15: R5 Consolidated Statements of Cash Flows HTML 174K
16: R6 Organization HTML 41K
17: R7 Summary of Significant Accounting Policies HTML 297K
18: R8 Use of Judgments and Estimates HTML 52K
19: R9 Financial Risk Management and Fair Values of HTML 159K
Financial Instruments
20: R10 Asset Acquisition HTML 47K
21: R11 Cash, Cash Equivalents and Restricted Cash HTML 59K
22: R12 Cryptocurrencies HTML 128K
23: R13 Prepayments and Other Assets HTML 52K
24: R14 Financial Assets at Fair Value Through Profit or HTML 51K
Loss
25: R15 Mining Machines HTML 85K
26: R16 Property, Plant and Equipment HTML 292K
27: R17 Investment Properties HTML 84K
28: R18 Leases HTML 76K
29: R19 Borrowings HTML 42K
30: R20 Other Payables and Accruals HTML 48K
31: R21 Expenses by Nature and Other Income and Expenses HTML 158K
Items
32: R22 Share-Based Payments HTML 92K
33: R23 Equity HTML 86K
34: R24 Taxation HTML 141K
35: R25 Related Party Transactions HTML 139K
36: R26 Earnings / (Loss) Per Share HTML 70K
37: R27 Supplemental Cash Flow Information HTML 67K
38: R28 Subsequent Events HTML 37K
39: R29 Summary of Significant Accounting Policies HTML 361K
(Policies)
40: R30 Summary of Significant Accounting Policies HTML 158K
(Tables)
41: R31 Financial Risk Management and Fair Values of HTML 143K
Financial Instruments (Tables)
42: R32 Asset Acquisition (Tables) HTML 46K
43: R33 Cash, Cash Equivalents and Restricted Cash HTML 59K
(Tables)
44: R34 Cryptocurrencies (Tables) HTML 132K
45: R35 Prepayments and Other Assets (Tables) HTML 51K
46: R36 Financial Assets at Fair Value Through Profit or HTML 50K
Loss (Tables)
47: R37 Mining Machines (Tables) HTML 84K
48: R38 Property, Plant and Equipment (Tables) HTML 291K
49: R39 Investment Properties (Tables) HTML 84K
50: R40 Leases (Tables) HTML 76K
51: R41 Borrowings (Tables) HTML 40K
52: R42 Other Payables and Accruals (Tables) HTML 48K
53: R43 Expenses by Nature and Other Income and Expenses HTML 160K
Items (Tables)
54: R44 Share-Based Payments (Tables) HTML 91K
55: R45 Equity (Tables) HTML 74K
56: R46 Taxation (Tables) HTML 146K
57: R47 Related Party Transactions (Tables) HTML 98K
58: R48 Earnings / (Loss) Per Share (Tables) HTML 67K
59: R49 Supplemental Cash Flow Information (Tables) HTML 66K
60: R50 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 46K
Restated consolidated statements of operations and
comprehensive income (Details)
61: R51 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 48K
Restated consolidated statements of cash flows
(Details)
62: R52 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 37K
Useful lives (Details)
63: R53 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 47K
Useful lives of PPE (Details)
64: R54 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 45K
Investment properties (Details)
65: R55 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 73K
Revenues (Details)
66: R56 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 52K
Disaggregated Revenues and Mining Assets Segment
(Details)
67: R57 Summary of Significant Accounting Policies - HTML 44K
(Details)
68: R58 Use of Judgments and Estimates (Details) HTML 43K
69: R59 Financial Risk Management and Fair Values of HTML 67K
Financial Instruments (Details)
70: R60 Financial Risk Management and Fair Values of HTML 69K
Financial Instruments - Fair value hierarchy
(Details)
71: R61 FINANCIAL RISK MANAGEMENT AND FAIR VALUES OF HTML 50K
FINANCIAL INSTRUMENTS - Reconciliation of changes
in fair value measurement of assets (Details)
72: R62 Asset Acquisition (Details) HTML 43K
73: R63 Asset Acquisition -Net identifiable assets HTML 54K
acquired and purchase consideration (Details)
74: R64 CASH, CASH EQUIVALENTS AND RESTRICTED CASH - HTML 50K
breakdown of cash and cash equivalents (Details)
75: R65 Cash, Cash Equivalents and Restricted Cash HTML 49K
(Details)
76: R66 CRYPTOCURRENCIES - Group's cryptocurrencies HTML 38K
(Details)
77: R67 Cryptocurrencies (Details) HTML 66K
78: R68 Prepayments and Other Assets (Details) HTML 62K
79: R69 Financial Assets at Fair Value Through Profit or HTML 51K
Loss (Details)
80: R70 Mining Machines (Details) HTML 52K
81: R71 PROPERTY, PLANT AND EQUIPMENT - Property plant and HTML 108K
equipment (Details)
82: R72 Property, Plant and Equipment (Details) HTML 37K
83: R73 INVESTMENT PROPERTIES - Schedule of investment HTML 70K
properties (Details)
84: R74 INVESTMENT PROPERTIES - Maturity analysis of lease HTML 49K
payments receivable under operating leases
(Details)
85: R75 Investment Properties (Details) HTML 47K
86: R76 Leases (Details) HTML 38K
87: R77 Leases - Right of use Assets (Details) HTML 47K
88: R78 LEASES - Lease liabilities (Details) HTML 42K
89: R79 LEASES - Restoration provision (Details) HTML 37K
90: R80 LEASES - Amounts recognized in profit or loss HTML 52K
(Details)
91: R81 BORROWINGS - Schedule of borrowings (Details) HTML 37K
92: R82 Borrowings (Details) HTML 44K
93: R83 Other Payables and Accruals (Details) HTML 47K
94: R84 Expenses by Nature and Other Income and Expenses HTML 84K
Items (Details)
95: R85 Expenses by Nature and Other Income and Expenses HTML 46K
Items - other operating income / (Expenses)
(Details)
96: R86 EXPENSES BY NATURE AND OTHER INCOME AND EXPENSES HTML 56K
ITEMS - Other net gain or (Loss) (Details)
97: R87 EXPENSES BY NATURE AND OTHER INCOME AND EXPENSES HTML 51K
ITEMS - Finance income (Costs) (Details)
98: R88 Share-Based Payments (Details) HTML 54K
99: R89 Share-Based Payments - Schedule of movements in HTML 67K
share awards (Details)
100: R90 SHARE-BASED PAYMENTS - Share based compensation HTML 44K
expense (Details)
101: R91 SHARE-BASED PAYMENTS - Fair value of share awards HTML 50K
(Details)
102: R92 Equity (Details) HTML 62K
103: R93 Equity - Classes of shares - Votes (Details) HTML 66K
104: R94 TAXATION - Provisions for income taxes (Details) HTML 41K
105: R95 TAXATION - Reconciliation of tax rate (Details) HTML 51K
106: R96 TAXATION - Deferred tax assets and liabilities HTML 61K
(Details)
107: R97 TAXATION - Movements in the net deferred tax HTML 53K
assets (Details)
108: R98 TAXATION - Gross value of such unused tax losses HTML 41K
(Details)
109: R99 Related Party Transactions (Details) HTML 37K
110: R100 Related Party Transactions - Reconciliation of HTML 41K
deemed contributions (Details)
111: R101 RELATED PARTY TRANSACTIONS - Balances and HTML 47K
transactions with Bitmain and BTC (Details)
112: R102 RELATED PARTY TRANSACTIONS- Transactions with the HTML 43K
related party (Details)
113: R103 RELATED PARTY TRANSACTIONS- Additional information HTML 53K
(Details)
114: R104 RELATED PARTY TRANSACTION -Summary of transactions HTML 76K
(Details)
115: R105 Earnings / (Loss) Per Share (Details) HTML 39K
116: R106 Earnings / (LOSS) PER SHARE - Computation of basic HTML 55K
and diluted earnings (Details)
117: R107 Earnings / (LOSS) PER SHARE - Additional HTML 45K
information (Details)
118: R108 Supplemental Cash Flow Information (Details) HTML 59K
119: R109 SUBSEQUENT EVENTS - award granted (Details) HTML 46K
120: R110 SUBSEQUENT EVENTS - Business Combination (Details) HTML 36K
121: R9999 Uncategorized Items - ny20009896x1_f1.htm HTML 39K
124: XML IDEA XML File -- Filing Summary XML 243K
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Cayman Islands
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6770
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Not Applicable
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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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 in “Risk Factors.”
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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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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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a decline in the adoption and use of Bitcoin and other similar cryptocurrencies within the technology industry or a decline in
value of cryptocurrencies;
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increased costs of complying with existing or new government regulations applicable to cryptocurrencies and other factors;
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a downturn in the market for blockchain hosting space generally, which could be caused by an oversupply of or reduced demand
for blockchain space;
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any transition by our customers of blockchain hosting from third-party providers like the Company to customer-owned and
operated facilities;
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the rapid development of new technologies or the adoption of new industry standards that render us or our customers’ current
products and services obsolete or unmarketable and, in the case of our customers, that contribute to a downturn in their businesses, increasing the likelihood of a default under their service agreements or their becoming insolvent;
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a slowdown in the growth of the internet generally as a medium for commerce and communication;
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availability of an adequate supply of new generation cryptocurrency mining equipment to enable us to mine cryptocurrencies at
scale and for customers who want to purchase hash rate from us or host with us to be able to do so; and
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the degree of difficulty in mining cryptocurrencies and the trading price of such assets.
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a limited customer base and limited sales and relationships with international customers;
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difficulty in managing multinational operations;
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competitors in overseas markets who have stronger ties with local customers and greater resources;
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fluctuations in currency exchange rates;
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challenges in providing customer products and services and support in these markets;
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challenges in managing our overseas sales force and implementing sales strategies effectively;
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unexpected transportation delays or interruptions or increases in international transportation costs;
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difficulties in and costs of exporting products overseas while complying with the different commercial, legal and regulatory
requirements of the overseas markets in which we offer our products and services;
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regulations, changes to regulation, regulatory uncertainty in or inconsistent regulations across various jurisdictions that may
implicate cryptocurrency mining and other cryptocurrency activities;
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difficulty in ensuring the compliance with the sanctions imposed by The Office of Financial Assets Control of the U.S.
Department of Treasury (“OFAC”), the European Union or the United Nations Security Council on various foreign states, organizations and individuals;
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inability to obtain, maintain or enforce intellectual property rights in all the jurisdictions we operate in;
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inability to effectively enforce contractual or legal rights or intellectual property rights in certain jurisdictions under
which we operate;
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changes in a specific country or region’s political or economic conditions or policies; and
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governmental policies favoring domestic companies in certain foreign markets or trade barriers including export requirements,
tariffs, taxes and other restrictions and charges. In particular, there have been concerns over the worldwide populism trend that call for protectionism trade policy and potential international trade disputes, all of which could cause
turbulence in the international markets. These government policies or trade barriers could increase the prices of our products and services and make us less competitive in such countries.
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cease the use of the infringing equipment, processes or technologies;
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stop providing products and services to certain geographic areas;
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pay substantial damages for infringement;
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expend significant resources to develop non-infringing processes, technologies or products;
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license technology from the third-party claiming infringement, which license may not be available on commercially reasonable
terms, or at all;
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cross-license our technology to a competitor in order to resolve an infringement claim, which could weaken our ability to
compete with that competitor; or
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pay substantial damages to our customers to disruption of products and services they subscribed or replace the type of series
with non-infringing equipment involved.
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impairing our ability to renew and maintain our relationships with existing customers;
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causing our existing customers to substantially reduce the quantity of products and services to which they subscribe, seek
price concessions, or go out of business, any of which would harm our revenue;
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resulting in some of our customers failing to comply with the terms of their agreements, including payment terms, due to
economic uncertainty, financial hardship, and even failure of their businesses, which could result in us being required to take action to collect payments, terminate their subscriptions for our services, and increase accounts receivable
and bad debt, any of which would increase our expenses and harm our revenue and results of operations;
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making it more difficult for us to sell increased services or functionality to our existing customers;
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delaying prospective customers’ decisions to subscribe to our solutions, increase the length of sales cycles, or slow the
typical growth in the use of our solutions once customers have initially deployed our solutions;
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harming our ability to effectively market and sell our solutions as a result of travel restrictions and social distancing
orders;
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delaying the introduction of enhancements to our solutions and market acceptance of any new features and products;
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harming our ability to grow our worldwide sales and operations;
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harming our ability to recruit, onboard and successfully integrate new employees, including members of our direct sales force;
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impacting the health and safety of our employees, including our senior management team, and their ability to perform services;
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causing our management team to continue to commit significant time, attention and resources to monitoring the COVID-19 pandemic
and seeking to mitigate its effect on our business and workforce.
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it is an “orthodox” investment company because it is or holds itself out as being engaged primarily, or proposes to engage
primarily, in the business of investing, reinvesting or trading in securities; or
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it is an inadvertent investment company because, absent an applicable exemption, it owns or proposes to acquire “investment
securities” having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.
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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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that a majority of the board of directors consists of independent directors;
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for an annual performance evaluation of the nominating, 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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the closing sale price of our Class A Ordinary Shares on the trading day immediately prior to such Purchase Date is not less
than the Threshold Price; and
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all of our Class A Ordinary Shares subject to all prior Purchases and all prior Intraday Purchases effected by us under the
Purchase Agreement have been received by B. Riley Principal Capital II prior to the time we deliver such Purchase Notice to B. Riley Principal Capital II.
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1 million of our Class A Ordinary Shares; and
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25.0% of the total aggregate number (or volume) of our Class A Ordinary Shares traded on Nasdaq during the applicable Purchase
Valuation Period for such Purchase.
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3:59 p.m., New York City time, on such Purchase Date or such earlier time publicly announced by the trading market as the
official close of the regular trading session on such Purchase Date;
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such time that the total aggregate number (or volume) of our Class A Ordinary Shares traded on Nasdaq during such Purchase
Valuation Period reaches the applicable Purchase Share Volume Maximum for such Purchase, which will be determined by dividing (a) the applicable Purchase Share Amount for such Purchase, by (b) 25.0%; and
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to the extent that we elect in the Purchase Notice that the Purchase Valuation Period will also be determined by the applicable
Minimum Price Threshold, such time that the trading price of our Class A Ordinary Shares on Nasdaq during such Purchase Valuation Period falls below the applicable Minimum Price Threshold for such Purchase specified by us in the Purchase
Notice for such Purchase, or if we do not specify a Minimum Price Threshold in such Purchase Notice, a price equal to 75.0% of the closing sale price of our Class A Ordinary Shares on the trading day immediately prior to the applicable
Purchase Date for such Purchase.
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the closing sale price of our Class A Ordinary Shares on the trading day immediately prior to such Purchase Date is not less
than the Threshold Price; and
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all of our Class A Ordinary Shares subject to all prior Purchases and all prior Intraday Purchases effected by us under the
Purchase Agreement have been received by B. Riley Principal Capital II prior to the time we deliver such Intraday Purchase Notice to B. Riley Principal Capital II.
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1 million of our Class A Ordinary Shares; and
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25.0% of the total aggregate number (or volume) of our Class A Ordinary Shares traded on Nasdaq during the applicable Intraday
Purchase Valuation Period for such Intraday Purchase.
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such time of confirmation of B. Riley Principal Capital II’s receipt of the applicable Intraday Purchase Notice;
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such time that the Purchase Valuation Period for any prior regular Purchase effected on the same Purchase Date (if any) has
ended; and
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such time that the Intraday Purchase Valuation Period for the most recent prior Intraday Purchase effected on the same Purchase
Date (if any) has ended,
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3:59 p.m., New York City time, on such Purchase Date or such earlier time publicly announced by the trading market as the
official close of the regular trading session on such Purchase Date;
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such time that the total aggregate number (or volume) of our Class A Ordinary Shares traded on Nasdaq during such Intraday
Purchase Valuation Period reaches the applicable Intraday VWAP Purchase Share Volume Maximum (as such term is defined in the Purchase Agreement) for such Intraday Purchase, which will be determined by dividing (a) the applicable Intraday
Purchase Share Amount for such Intraday Purchase, by (b) 25%; and
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to the extent that we elect in the Intraday Purchase Notice that the Intraday Purchase Valuation Period will also be determined
by the applicable Minimum Price Threshold, such time that the trading price of our Class A Ordinary Share on Nasdaq during such Intraday Purchase Valuation Period falls below the applicable Minimum Price Threshold for such Intraday
Purchase specified by us in the Intraday Purchase Notice for such Intraday Purchase, or if we do not specify a Minimum Price Threshold in such Intraday Purchase Notice, a price equal to 75.0% of the closing sale price of our Class A
Ordinary Shares on the trading day immediately prior to the applicable Purchase Date for such Intraday Purchase.
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the accuracy in all material respects of the representations and warranties of the Company included in the Purchase Agreement;
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the Company having performed, satisfied and complied in all material respects with all covenants, agreements and conditions
required by the Purchase Agreement to be performed, satisfied or complied with by the Company;
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the registration statement that includes this prospectus having been declared effective under the Securities Act by the SEC,
and B. Riley Principal Capital II being able to utilize this prospectus to resell all of our Class A Ordinary Shares included in this prospectus;
|
|
•
|
the SEC shall not have issued any stop order suspending the effectiveness of the registration statement that includes this
prospectus or prohibiting or suspending the use of this prospectus or any prospectus supplement thereto, and the absence of any suspension of qualification or exemption from qualification of our Class A Ordinary Shares for offering or
sale in any jurisdiction, or the initiation or contemplated initiation of any proceeding for such purpose;
|
|
•
|
FINRA shall not have provided an objection to, and shall have confirmed in writing that it has determined not to raise any
objections with respect to the fairness and reasonableness of, the terms and arrangements of the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement;
|
|
•
|
there shall not have occurred any event and there shall not exist any condition or state of facts, which makes any statement of
a material fact made in the registration statement that includes this prospectus or any prospectus supplement thereto untrue or which requires the making of any additions to or changes to the statements contained therein in order to state
a material fact required by the Securities Act to be stated therein or necessary in order to make the statements then made therein (in the case of this prospectus or any prospectus supplement, in light of the circumstances under which
they were made) not misleading, or which requires an amendment to the registration statement or a supplement to this prospectus or any prospectus supplement thereto to comply with the Securities Act, any applicable state securities laws
or any other law;
|
|
•
|
this prospectus, in final form, shall have been filed with the SEC under the Securities Act prior to Commencement, and all
reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the SEC pursuant to the reporting requirements of the Exchange Act shall have been filed with the SEC;
|
|
•
|
trading in our Class A Ordinary Shares shall not have been suspended by the SEC or Nasdaq, we shall not have received any final
and non-appealable notice that the listing or quotation of our Class A Ordinary Shares on Nasdaq shall be terminated on a date certain (unless, prior to such date, our Class A Ordinary Shares are listed or quoted on any other Eligible
Market, as such term is defined in the Purchase Agreement), and there shall be no suspension of, or restriction on, accepting additional deposits of our Class A Ordinary Shares, electronic trading or book-entry services by the Depository
Trust Company with respect to our Class A Ordinary Shares;
|
|
•
|
the Company shall have complied with all applicable federal, state and local governmental laws, rules, regulations and
ordinances in connection with the execution, delivery and performance of the Purchase Agreement and the Registration Rights Agreement;
|
|
•
|
the absence of any statute, regulation, order, decree, writ, ruling or injunction by any court or governmental authority of
competent jurisdiction which prohibits the consummation of or that would materially modify or delay any of the transactions contemplated by the Purchase Agreement or the Registration Rights Agreement;
|
|
•
|
the absence of any action, suit or proceeding before any arbitrator or any court or governmental authority seeking to restrain,
prevent or change the transactions contemplated by the Purchase Agreement or the Registration Rights Agreement, or seeking material damages in connection with such transactions;
|
|
•
|
all of our Class A Ordinary Shares that may be issued pursuant to the Purchase Agreement shall have been approved for listing
or quotation on Nasdaq (or if our Class A Ordinary Shares is not then listed on Nasdaq, then on any Eligible Market), subject only to notice of issuance;
|
|
•
|
no condition, occurrence, state of facts or event constituting a Material Adverse Effect (as such term is defined in the
Purchase Agreement) shall have occurred and be continuing;
|
|
•
|
the absence of any bankruptcy proceeding against the Company commenced by a third party, and the Company shall not have
commenced a voluntary bankruptcy proceeding, consented to the entry of an order for relief against it in an involuntary bankruptcy case, consented to the appointment of a custodian of the Company or for all or substantially all of its
property in any bankruptcy proceeding, or made a general assignment for the benefit of its creditors; and
|
|
•
|
the receipt by B. Riley Principal Capital II of the legal opinions and negative assurances, bring-down legal opinions and
negative assurances, and audit comfort letters as required under the Purchase Agreement.
|
|
•
|
the first day of the month following the 36-month anniversary of the Commencement Date;
|
|
•
|
the date on which B. Riley Principal Capital II shall have purchased our Class A Ordinary Shares under the Purchase Agreement
for an aggregate gross purchase price equal to US$150,000,000;
|
|
•
|
the date on which our Class A Ordinary Shares shall have failed to be listed or quoted on Nasdaq or any other Eligible Market
for a period of one trading day;
|
|
•
|
the 30th trading day after the date on which a voluntary or involuntary bankruptcy proceeding involving our company has been
commenced that is not discharged or dismissed prior to such trading day; and
|
|
•
|
the date on which a bankruptcy custodian is appointed for all or substantially all of our property, or we make a general
assignment for the benefit of our creditors.
|
|
•
|
the occurrence and continuation of a Material Adverse Effect (as such term is defined in the Purchase Agreement);
|
|
•
|
the occurrence of a Fundamental Transaction (as such term defined in the Purchase Agreement) involving our company;
|
|
•
|
if any registration statement is not filed by the applicable Filing Deadline (as defined in the Registration Rights Agreement)
or declared effective by the SEC by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement), or we are otherwise in breach or default in any material respect under any of the other provisions of the
Registration Rights Agreement, and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 trading days after notice of such failure, breach or default is delivered to us;
|
|
•
|
if we are in breach or default in any material respect of any of our covenants and agreements in the Purchase Agreement or in
the Registration Rights Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within ten (10) trading days after notice of such breach or default is delivered to us;
|
|
•
|
the effectiveness of the registration statement that includes this prospectus or any additional registration statement we file
with the SEC pursuant to the Registration Rights Agreement lapses for any reason (including the issuance of a stop order by the SEC), or this prospectus or the prospectus included in any additional registration statement we file with the
SEC pursuant to the Registration Rights Agreement otherwise becomes unavailable to B. Riley Principal Capital II for the resale of all of our Class A Ordinary Shares included therein, and such lapse or unavailability continues for a
period of 20 consecutive trading days or for more than an aggregate of 60 trading days in any 365-day period, other than due to acts of B. Riley Principal Capital II; or
|
|
•
|
trading in our Class A Ordinary Shares on Nasdaq (or if our Class A Ordinary Shares are then listed on an Eligible Market,
trading in our Class A Ordinary Shares on such Eligible Market) has been suspended for a period of three consecutive trading days.
|
|
Assumed Average
Purchase Price
Per Share
|
| |
Number of
Registered Shares
to be Issued
if Full Purchase(1)
|
| |
Percentage of Outstanding
Shares After Giving Effect to
the Issuance to B. Riley
Principal Capital II(2)
|
| |
Gross Proceeds from the
Sale of Shares to B. Riley
Principal Capital II Under
the Purchase Agreement
|
|
US$9.29(3)
|
| |
16,146,393
|
| |
12.7%
|
| |
US$150,000,000
|
|
US$10.00
|
| |
15,000,000
|
| |
11.9%
|
| |
US$150,000,000
|
|
US$11.00
|
| |
13,636,363
|
| |
10.9%
|
| |
US$150,000,000
|
|
US$12.00
|
| |
12,500,000
|
| |
10.1%
|
| |
US$150,000,000
|
|
US$13.00
|
| |
11,538,461
|
| |
9.4%
|
| |
US$150,000,000
|
|
(1)
|
We will not issue more than an aggregate of 150,000,000 Class A Ordinary Shares. The number of shares to be issued as set forth
in this column is without regard for the Beneficial Ownership Limitation.
|
|
(2)
|
The denominator is based on 62,884,169 Class A Ordinary Shares outstanding as of August 10, 2023, adjusted to include the
issuance of the number of shares set forth in the adjacent column that we would have sold to B. Riley Principal Capital II, assuming the average purchase price in the first column. The numerator is based on the number of shares issuable
under the Purchase Agreement (that are the subject of this offering) at the corresponding assumed average purchase price set forth in the first column.
|
|
(3)
|
The closing sale price of our Class A Ordinary Shares on Nasdaq on August 10, 2023.
|
|
•
|
Bitdeer’s consolidated statement of financial position as of December 31, 2022 and the related notes included in the shell
company report of Bitdeer Technologies Group (the “Company”) on Form 20-F filed with the SEC on April 19, 2023; and
|
|
•
|
BSGA’s balance sheet as of December 31, 2022 and the related notes included in the annual report of BSGA on Form 10-K for the
year ended December 31, 2022 filed with the SEC on March 6, 2023.
|
|
•
|
Bitdeer’s consolidated statement of operations and comprehensive loss for the year ended December 31, 2022 and the related
notes included in the shell company report of the Company on Form 20-F filed with the SEC on April 19, 2023; and
|
|
•
|
BSGA’s statement of operations for the year ended December 31, 2022 and the related notes included in the annual report of BSGA
on Form 10-K for the year ended December 31, 2022 filed on March 6, 2023.
|
|
|
| |
(1)
Bitdeer
|
| |
(2)
BSGA
|
| |
Actual Redemptions
|
||||||||||||||||||||||||
|
|
| |
(Historical)
|
| |
Transaction
Accounting
Adjustments
|
| |
Note
|
| |
(Pro Forma)
|
| |
(Historical)
|
| |
Transaction
Accounting
Adjustments
|
| |
Note
|
| |
(Pro Forma)
|
| |
Pro Forma
Adjustments
|
| |
Note
|
| |
Pro Forma
Combined
|
|
ASSETS
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Cash and cash equivalents
|
| |
US$231,362
|
| |
US$(258)
|
| |
(A)
|
| |
US$231,104
|
| |
US$487
|
| |
US$—
|
| |
|
| |
US$487
|
| |
US$2,135
|
| |
(C)
|
| |
US$213,416
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
(2,013)
|
| |
(E)
|
| |
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
(10,200)
|
| |
(F)
|
| |
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
(8,097)
|
| |
(H)
|
| |
|
|
Cryptocurrencies
|
| |
2,175
|
| |
—
|
| |
|
| |
2,175
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
| |
2,175
|
|
Trade receivables
|
| |
18,304
|
| |
—
|
| |
|
| |
18,304
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
| |
18,304
|
|
Amounts due from a related party
|
| |
397
|
| |
—
|
| |
|
| |
397
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
| |
397
|
|
Mining machines
|
| |
27,703
|
| |
—
|
| |
|
| |
27,703
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
| |
27,703
|
|
Prepayments and other assets
|
| |
59,576
|
| |
258
|
| |
(A)
|
| |
59,834
|
| |
160
|
| |
—
|
| |
|
| |
160
|
| |
(2,804)
|
| |
(J)
|
| |
57,190
|
|
Financial assets at fair value through profit or loss
|
| |
60,959
|
| |
—
|
| |
|
| |
60,959
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
| |
60,959
|
|
Restricted cash
|
| |
11,494
|
| |
—
|
| |
|
| |
11,494
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
| |
11,494
|
|
Right-of-use assets
|
| |
60,082
|
| |
—
|
| |
|
| |
60,082
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
| |
60,082
|
|
Property, plant and equipment
|
| |
138,636
|
| |
—
|
| |
|
| |
138,636
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
| |
138,636
|
|
Investment properties
|
| |
35,542
|
| |
—
|
| |
|
| |
35,542
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
| |
35,542
|
|
Intangible assets
|
| |
322
|
| |
—
|
| |
|
| |
322
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
| |
322
|
|
Deferred tax assets
|
| |
4,857
|
| |
—
|
| |
|
| |
4,857
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
| |
4,857
|
|
Cash held in Trust Account
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
18,238
|
| |
258
|
| |
(A)
|
| |
18,496
|
| |
(16,361)
|
| |
(B)
|
| |
—
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
(2,135)
|
| |
(C)
|
| |
|
|
TOTAL ASSETS
|
| |
US$651,409
|
| |
US$—
|
| |
|
| |
US$651,409
|
| |
US$18,885
|
| |
US$258
|
| |
|
| |
US$19,143
|
| |
US$(39,475)
|
| |
|
| |
US$631,077
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
LIABILITIES
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Trade payables
|
| |
US$15,768
|
| |
US$—
|
| |
|
| |
US$15,768
|
| |
US$—
|
| |
US$—
|
| |
|
| |
US$—
|
| |
US$—
|
| |
|
| |
US$15,768
|
|
Other payables and accruals
|
| |
22,176
|
| |
—
|
| |
|
| |
22,176
|
| |
4,083
|
| |
—
|
| |
|
| |
4,083
|
| |
(400)
|
| |
(F)
|
| |
21,957
|
|
|
| |
|
| |
|
| |
|
| |
—
|
| |
|
| |
|
| |
|
| |
|
| |
(3,902)
|
| |
(H)
|
| |
|
|
Amounts due to a related party
|
| |
316
|
| |
—
|
| |
|
| |
316
|
| |
420
|
| |
—
|
| |
|
| |
420
|
| |
—
|
| |
|
| |
736
|
|
Promissory note - related party
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
200
|
| |
—
|
| |
|
| |
200
|
| |
—
|
| |
|
| |
200
|
|
Promissory note - Bitdeer
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
2,546
|
| |
258
|
| |
(A)
|
| |
2,804
|
| |
(2,804)
|
| |
(J)
|
| |
—
|
|
Income tax payables
|
| |
657
|
| |
—
|
| |
|
| |
657
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
| |
657
|
|
Deferred revenue
|
| |
182,297
|
| |
—
|
| |
|
| |
182,297
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
| |
182,297
|
|
Borrowings
|
| |
29,805
|
| |
—
|
| |
|
| |
29,805
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
| |
29,805
|
|
Lease liabilities
|
| |
70,425
|
| |
—
|
| |
|
| |
70,425
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
| |
70,425
|
|
Deferred tax liabilities
|
| |
11,626
|
| |
—
|
| |
|
| |
11,626
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
| |
11,626
|
|
Deferred underwriters discount
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
2,013
|
| |
—
|
| |
|
| |
2,013
|
| |
(2,013)
|
| |
(E)
|
| |
—
|
|
TOTAL LIABILITIES
|
| |
333,070
|
| |
—
|
| |
|
| |
333,070
|
| |
9,262
|
| |
258
|
| |
|
| |
9,520
|
| |
(9,119)
|
| |
|
| |
333,471
|
|
NET ASSETS
|
| |
US$318,339
|
| |
US$—
|
| |
|
| |
US$318,339
|
| |
US$9,623
|
| |
US$—
|
| |
|
| |
US$9,623
|
| |
US$(30,356)
|
| |
|
| |
US$297,606
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
COMMITMENTS AND CONTINGENCIES
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Class A ordinary shares subject to possible redemption
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
18,238
|
| |
258
|
| |
(A)
|
| |
18,496
|
| |
(16,361)
|
| |
(B)
|
| |
—
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
(2,135)
|
| |
(D)
|
| |
|
|
|
| |
(1)
Bitdeer
|
| |
(2)
BSGA
|
| |
Actual Redemptions
|
||||||||||||||||||||||||
|
|
| |
(Historical)
|
| |
Transaction
Accounting
Adjustments
|
| |
Note
|
| |
(Pro Forma)
|
| |
(Historical)
|
| |
Transaction
Accounting
Adjustments
|
| |
Note
|
| |
(Pro Forma)
|
| |
Pro Forma
Adjustments
|
| |
Note
|
| |
Pro Forma
Combined
|
|
EQUITY (DEFICIT)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Class A ordinary shares
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
3,404
|
| |
—
|
| |
|
| |
3,404
|
| |
(3,404)
|
| |
(D)
|
| |
—
|
|
Class B ordinary shares
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
25
|
| |
—
|
| |
|
| |
25
|
| |
(25)
|
| |
(D)
|
| |
—
|
|
Share capital
|
| |
1
|
| |
—
|
| |
|
| |
1
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
(1)
|
| |
(G)
|
| |
—
|
|
Retained earnings (accumulated deficit)
|
| |
6,803
|
| |
—
|
| |
|
| |
6,803
|
| |
(12,044)
|
| |
(258)
|
| |
(A)
|
| |
(12,302)
|
| |
12,302
|
| |
(D)
|
| |
(34,400)
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
(4,195)
|
| |
(H)
|
| |
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
(37,008)
|
| |
(I)
|
| |
|
|
Reserves
|
| |
311,535
|
| |
—
|
| |
|
| |
311,535
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
(6,738)
|
| |
(D)
|
| |
332,006
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
(9,800)
|
| |
(F)
|
| |
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1
|
| |
(G)
|
| |
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
37,008
|
| |
(I)
|
| |
|
|
TOTAL TEMPORARY EQUITY AND EQUITY (DEFICIT)
|
| |
US$318,339
|
| |
US$—
|
| |
|
| |
US$318,339
|
| |
US$9,623
|
| |
US$—
|
| |
|
| |
US$9,623
|
| |
US$(30,356)
|
| |
|
| |
US$297,606
|
|
(1)
|
Derived from the consolidated statement of financial position of Bitdeer as of December 31, 2022.
|
|
(2)
|
Derived from the balance sheet of BSGA as of December 31, 2022.
|
|
|
| |
|
| |
|
| |
Actual Redemptions
|
||||||
|
|
| |
(1)
Bitdeer
|
| |
(2)
BSGA
|
| |
Pro Forma
Adjustments
|
| |
Note
|
| |
Pro Forma
Combined
|
|
Revenue
|
| |
US$333,342
|
| |
US$—
|
| |
US$—
|
| |
|
| |
US$333,342
|
|
Cost of revenue
|
| |
(250,090)
|
| |
—
|
| |
—
|
| |
|
| |
(250,090)
|
|
Gross profit
|
| |
83,252
|
| |
—
|
| |
—
|
| |
|
| |
83,252
|
|
Selling expenses
|
| |
(11,683)
|
| |
—
|
| |
—
|
| |
|
| |
(11,683)
|
|
General and administrative expenses
|
| |
(93,453)
|
| |
(4,660)
|
| |
(4,195)
|
| |
(AA)
|
| |
(102,308)
|
|
Recapitalization transaction expenses
|
| |
—
|
| |
—
|
| |
(37,008)
|
| |
(BB)
|
| |
(37,008)
|
|
Research and development expenses
|
| |
(35,430)
|
| |
—
|
| |
—
|
| |
|
| |
(35,430)
|
|
Other operating expenses
|
| |
(3,628)
|
| |
—
|
| |
—
|
| |
|
| |
(3,628)
|
|
Other net gain
|
| |
357
|
| |
—
|
| |
—
|
| |
|
| |
357
|
|
Loss from operations
|
| |
(60,585)
|
| |
(4,660)
|
| |
(41,203)
|
| |
|
| |
(106,448)
|
|
Finance income / (expenses)
|
| |
(4,181)
|
| |
742
|
| |
(742)
|
| |
(CC)
|
| |
(4,181)
|
|
Loss before taxation
|
| |
(64,766)
|
| |
(3,918)
|
| |
(41,945)
|
| |
|
| |
(110,629)
|
|
Income tax benefit
|
| |
4,400
|
| |
—
|
| |
2,514
|
| |
(BB)
|
| |
6,914
|
|
Loss for the year
|
| |
US$(60,366)
|
| |
US$(3,918)
|
| |
US$(39,431)
|
| |
|
| |
US$(103,715)
|
|
Basic and diluted weighted average shares outstanding, Class
A ordinary shares subject to possible redemption
|
| |
|
| |
5,750,000
|
| |
|
| |
|
| |
|
|
Basic and diluted net loss per share, Class A ordinary
shares subject to possible redemption
|
| |
|
| |
US$(0.52)
|
| |
|
| |
|
| |
|
|
Basic and diluted weighted average shares outstanding, Class
B ordinary shares and Class A shares not subject to possible redemption
|
| |
|
| |
1,787,500
|
| |
|
| |
|
| |
|
|
Basic and diluted net loss per share, Class B ordinary
shares and Class A ordinary shares not subject to possible redemption
|
| |
|
| |
US$(0.52)
|
| |
|
| |
|
| |
|
|
Basic and diluted weighted average shares outstanding
|
| |
12,662,125,806
|
| |
|
| |
|
| |
|
| |
|
|
Basic and diluted loss per share per nonredeemable ordinary
share
|
| |
US$(0.00)
|
| |
|
| |
|
| |
|
| |
|
|
Basic and diluted pro forma weighted average shares
outstanding
|
| |
|
| |
|
| |
|
| |
|
| |
111,288,605
|
|
Basic and diluted pro forma loss per share
|
| |
|
| |
|
| |
|
| |
|
| |
US$(0.93)
|
|
(1)
|
Derived from the consolidated statement of operations and comprehensive loss of Bitdeer for the year ended December 31, 2022.
|
|
(2)
|
Derived from the statement of operations of BSGA for the year ended December 31, 2022.
|
|
(A)
|
Reflects a $257,758 non-interest bearing loans from Bitdeer to BSGA and deposited into the trust account in order to extend the
available time to complete the Business Combination;
|
|
(B)
|
Reflects the redemption of 1,502,640 BSGA Class A Ordinary Shares at redemption value of $10.89 per share;
|
|
(C)
|
Reflects the reclassification of cash held in the Trust Account that becomes available for general use following the Business
Combination;
|
|
(D)
|
Reflects the elimination of BSGA’s historical ordinary shares value and accumulated deficit, which include a) the issuance
215,748 Class A Ordinary Shares from the conversion of the unredeemed 215,748 BSGA Class A Ordinary Shares, b) the issuance of 1,759,250 Class A Ordinary Shares resulted from i) the conversion of the 1,437,500 BSGA Class A Ordinary Shares
held by the Sponsor, ii) the conversion of the 292,500 BSGA Class B Ordinary Shares held by the Sponsor and iii) the issuance of the 29,250 Class A Ordinary Shares from the conversion of 292,500 BSGA Rights held by the Sponsor upon
consummation of the Business Combination, c) the issuance of 575,000 Class A Ordinary Shares from the conversion of 5,750,000 BSGA Rights upon consummation of the Business Combination and d) the issuance of 57,500 Class A Ordinary Shares
from the conversion of the 57,500 Class A Ordinary Shares held by the underwriter;
|
|
(E)
|
Reflects the settlement of approximately $2.0 million deferred underwriters discount that become due and payable upon
consummation of the Business Combination;
|
|
(F)
|
Reflects the settlement of approximately $10.2 million of Bitdeer’s transaction costs related to the Business Combination, of
which, 1) approximately $0.4 million of transaction costs accrued as of the date of the unaudited pro forma condensed combined statement of financial position and 2) approximately $9.8 million subsequently reclassify to reserves upon the
close of the Business Combination;
|
|
(G)
|
Reflects the recapitalization of Bitdeer’s equity as consideration for the reverse recapitalization with 1) the issuance of
48.4 million Class V Ordinary Shares and 2) the issuance of 60.3 million Class A Ordinary Shares;
|
|
(H)
|
Reflects the settlement of approximately $8.1 million of BSGA’s total estimated professional fees related to the Business
Combination, of which, 1) approximately $3.9 million of transaction costs accrued as of the date of unaudited pro forma condensed combined statement of financial position and 2) approximately $4.2 million of BSGA’s transaction costs as an
adjustment to accumulated deficit;
|
|
(I)
|
Reflects the estimated expense recognized, in accordance with IFRS 2, for the excess of the fair value of BSGA Ordinary Shares
issued over the fair value of BSGA’s identifiable net assets at the date of the Business Combination, resulting in $36.8 million decrease to accumulated deficit based on actual redemption; and
|
|
Total BSGA Ordinary Shares outstanding as of April 13, 2023
|
| |
2,607,498
|
|
Fair value of shares as of April 13, 2023
|
| |
US $10.00
|
|
Estimated market value of shares (in thousands)
|
| |
US $26,075
|
|
Pro forma net assets of BSGA as of December 31, 2022 (in thousands)
|
| |
US $9,623
|
|
Less: Effect of actual redemption of 1,502,640 BSGA Class A
Ordinary Shares (in thousands)
|
| |
US $(16,361)
|
|
Less: BSGA’s transaction costs (in thousands)
|
| |
US $(4,195)
|
|
Adjusted pro forma net assets (liabilities) of BSGA as of
December 31, 2022 (in thousands)
|
| |
US $(10,933)
|
|
Difference – being IFRS 2 charge for listing services (in thousands)
|
| |
US $37,008
|
|
(J)
|
Reflects the elimination of promissory notes between Bitdeer and BSGA.
|
|
(AA)
|
Reflects the approximately $4.2 million of BSGA’s transaction costs incurred subsequent to December 31, 2022 as if the Business
Combination had been consummated on January 1, 2022, the date the Business Combination occurred for the purposes of the pro forma combined statement of operations. This is a non-recurring item;
|
|
(BB)
|
Represents $37.0 million of expense recognized with income tax effect of approximately $2.5 million in accordance with IFRS 2,
for the excess of the fair value of BSGA Ordinary Shares issued over the fair value of BSGA’s identifiable net assets, as described in (I), for the year ended December 31, 2022. These costs are a nonrecurring item; and
|
|
(CC)
|
Represents the elimination of interest income earned from the Trust Account for the year ended December 31, 2022.
|
|
(in thousands, except share and per share data)
|
| |
Actual Redemption
|
|
Pro forma net loss for the year (in thousands)
|
| |
US$ (103,715)
|
|
Weighted average shares outstanding – basic and diluted
|
| |
111,288,605
|
|
Pro forma loss per share – basic and diluted
|
| |
US$ (0.93)
|
|
|
| |
|
|
Weighted average shares calculation, basic and diluted
|
| |
|
|
Class A Ordinary Shares
|
| |
|
|
BSGA Class A Ordinary Shares
|
| |
215,748
|
|
BSGA Class A Ordinary Shares converted from rights
|
| |
575,000
|
|
BSGA Class A Ordinary Shares held by Sponsor, BSGA Class A
Ordinary Shares converted from rights held by Sponsor, and Class B Ordinary Shares held by Sponsor
|
| |
1,759,250
|
|
BSGA Class A Ordinary Shares held by underwriter
|
| |
57,500
|
|
Bitdeer Shares in the Business Combination
|
| |
60,281,185
|
|
Subtotal – Class A Ordinary Shares
|
| |
62,888,683
|
|
Class V Ordinary Shares
|
| |
|
|
Bitdeer Shares in the Business Combination
|
| |
48,399,922
|
|
Total weighted average shares outstanding
|
| |
111,288,605
|
|
|
| |
For the Year Ended December 31
|
||||||
|
|
| |
2020
|
| |
2021
|
| |
2022
|
|
|
| |
US$
|
| |
US$
|
| |
US$
|
|
|
| |
(in thousands)
|
||||||
|
Adjusted EBITDA
|
| |
|
| |
|
| |
|
|
Profit/(loss) for the year
|
| |
(55,826)
|
| |
82,643
|
| |
(60,366)
|
|
Add:
|
| |
|
| |
|
| |
|
|
Depreciation and amortization
|
| |
112,037
|
| |
63,055
|
| |
66,424
|
|
Income tax expenses/(benefit)
|
| |
(7,961)
|
| |
48,246
|
| |
(4,400)
|
|
Interest expense/(income), net
|
| |
404
|
| |
(504)
|
| |
912
|
|
Share-based payment expenses
|
| |
—
|
| |
88,355
|
| |
90,648
|
|
Adjusted EBITDA
|
| |
48,654
|
| |
281,795
|
| |
93,218
|
|
Adjusted Profit/(Loss)
|
| |
|
| |
|
| |
|
|
Profit/(loss) for the year
|
| |
(55,826)
|
| |
82,643
|
| |
(60,366)
|
|
Add:
|
| |
|
| |
|
| |
|
|
Share-based payment expenses
|
| |
—
|
| |
88,355
|
| |
90,648
|
|
Adjusted profit/(loss)
|
| |
(55,826)
|
| |
170,998
|
| |
30,282
|
|
|
| |
For the Year Ended December 31
|
||||||
|
|
| |
2020
(Restated)
|
| |
2021
|
| |
2022
|
|
|
| |
US$
|
| |
US$
|
| |
US$
|
|
|
| |
(in thousands)
|
||||||
|
Revenue
|
| |
186,387
|
| |
394,661
|
| |
333,342
|
|
Cost of revenue
|
| |
(209,564)
|
| |
(153,255)
|
| |
(250,090)
|
|
Gross profit/(loss)
|
| |
(23,177)
|
| |
241,406
|
| |
83,252
|
|
Selling expenses
|
| |
(5,567)
|
| |
(8,448)
|
| |
(11,683)
|
|
General and administrative expenses
|
| |
(20,268)
|
| |
(89,735)
|
| |
(93,453)
|
|
Research and development expenses
|
| |
(9,790)
|
| |
(29,501)
|
| |
(35,430)
|
|
Other operating incomes / (expenses)
|
| |
(2,045)
|
| |
14,625
|
| |
(3,628)
|
|
Other net gain / (loss)
|
| |
(2,560)
|
| |
2,483
|
| |
357
|
|
Profit / (loss) from operations
|
| |
(63,407)
|
| |
130,830
|
| |
(60,585)
|
|
Finance income / (expenses)
|
| |
(380)
|
| |
59
|
| |
(4,181)
|
|
Profit / (loss) before taxation
|
| |
(63,787)
|
| |
130,889
|
| |
(64,766)
|
|
Income tax benefit / (expenses)
|
| |
7,961
|
| |
(48,246)
|
| |
4,400
|
|
Profit / (loss) for the year
|
| |
(55,826)
|
| |
82,643
|
| |
(60,366)
|
|
|
| |
For the Year Ended December 31,
|
|||||||||||||||
|
|
| |
(Restated)
|
| |
2021
|
| |
2022
|
|||||||||
|
|
| |
US$
|
| |
%
|
| |
US$
|
| |
%
|
| |
US$
|
| |
%
|
|
|
| |
(in thousands, except for percentages)
|
|||||||||||||||
|
Revenue
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Self-mining
|
| |
88,493
|
| |
47.5
|
| |
191,693
|
| |
48.6
|
| |
62,359
|
| |
18.7
|
|
Cloud hash rate
|
| |
78,288
|
| |
42.0
|
| |
124,205
|
| |
31.5
|
| |
121,341
|
| |
36.4
|
|
Hash rate subscription
|
| |
31,389
|
| |
16.8
|
| |
53,952
|
| |
13.7
|
| |
77,862
|
| |
23.3
|
|
Electricity subscription
|
| |
45,242
|
| |
24.3
|
| |
35,113
|
| |
8.9
|
| |
39,525
|
| |
11.9
|
|
Additional consideration from Cloud Hash Rate arrangements offered under accelerator mode
|
| |
1,657
|
| |
0.9
|
| |
35,140
|
| |
8.9
|
| |
3,954
|
| |
1.2
|
|
Sales of mining machines
|
| |
15,844
|
| |
8.5
|
| |
45,693
|
| |
11.6
|
| |
705
|
| |
0.2
|
|
Cloud Hosting arrangements(1)
|
| |
2,929
|
| |
1.6
|
| |
7,568
|
| |
1.9
|
| |
12,723
|
| |
3.8
|
|
General Hosting
|
| |
—
|
| |
—
|
| |
18,312
|
| |
4.6
|
| |
99,251
|
| |
29.8
|
|
Membership hosting
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
26,056
|
| |
7.8
|
|
Others(2)
|
| |
833
|
| |
0.4
|
| |
7,190
|
| |
1.8
|
| |
10,907
|
| |
3.3
|
|
Total revenue
|
| |
186,387
|
| |
100.0
|
| |
394,661
|
| |
100.0
|
| |
333,342
|
| |
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.
|
|
(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,
|
|||||||||||||||
|
|
| |
(Restated)
|
| |
2021
|
| |
2022
|
|||||||||
|
|
| |
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
|
|
Share-based payments
|
| |
—
|
| |
—
|
| |
88,355
|
| |
31.4
|
| |
90,648
|
| |
23.2
|
|
Amortization of intangible assets
|
| |
111
|
| |
0.0
|
| |
146
|
| |
0.1
|
| |
97
|
| |
0.0
|
|
Depreciation:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Mining machines
|
| |
98,136
|
| |
40.0
|
| |
43,857
|
| |
15.6
|
| |
29,281
|
| |
7.5
|
|
Property, plant and equipment
|
| |
9,807
|
| |
4.0
|
| |
14,416
|
| |
5.1
|
| |
30,438
|
| |
7.8
|
|
Investment properties
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,237
|
| |
0.3
|
|
Right-of-use assets
|
| |
3,983
|
| |
1.6
|
| |
4,636
|
| |
1.7
|
| |
5,371
|
| |
1.4
|
|
Electricity cost in operating mining machines
|
| |
72,078
|
| |
29.4
|
| |
58,447
|
| |
20.8
|
| |
139,469
|
| |
35.7
|
|
Cost of mining machines sold
|
| |
17,537
|
| |
7.2
|
| |
5,978
|
| |
2.1
|
| |
1,002
|
| |
0.3
|
|
Consulting service fee
|
| |
1,039
|
| |
0.4
|
| |
8,787
|
| |
3.1
|
| |
6,797
|
| |
1.7
|
|
Tax and surcharge
|
| |
3,085
|
| |
1.3
|
| |
2,202
|
| |
0.8
|
| |
3,355
|
| |
0.9
|
|
Advertising expenses
|
| |
2,189
|
| |
0.9
|
| |
880
|
| |
0.3
|
| |
737
|
| |
0.2
|
|
Office expenses
|
| |
543
|
| |
0.2
|
| |
2,219
|
| |
0.8
|
| |
3,124
|
| |
0.8
|
|
Research and development technical service fees
|
| |
681
|
| |
0.3
|
| |
1,964
|
| |
0.7
|
| |
1,313
|
| |
0.3
|
|
Expenses of low-value consumables
|
| |
971
|
| |
0.4
|
| |
1,662
|
| |
0.6
|
| |
4,025
|
| |
1.0
|
|
Expenses of variable payment lease
|
| |
—
|
| |
—
|
| |
610
|
| |
0.2
|
| |
639
|
| |
0.2
|
|
Expenses of short-term leases
|
| |
372
|
| |
0.2
|
| |
351
|
| |
0.1
|
| |
527
|
| |
0.1
|
|
Impairment loss of mining machines
|
| |
—
|
| |
—
|
| |
106
|
| |
0.0
|
| |
—
|
| |
—
|
|
Logistic expenses
|
| |
339
|
| |
0.1
|
| |
1,391
|
| |
0.5
|
| |
3,060
|
| |
0.8
|
|
Travel expenses
|
| |
52
|
| |
0.0
|
| |
1,393
|
| |
0.5
|
| |
3,202
|
| |
0.8
|
|
Insurance fee
|
| |
459
|
| |
0.2
|
| |
983
|
| |
0.3
|
| |
3,446
|
| |
0.9
|
|
Others
|
| |
766
|
| |
0.3
|
| |
4,826
|
| |
1.9
|
| |
12,756
|
| |
3.3
|
|
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
|
|
•
|
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
|
|
•
|
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$14.0 million for the year ended December 31, 2021, primarily attributable to our expansion of the mining datacenter.
|
|
|
| |
For the Year Ended December 31,
|
||||||
|
|
| | | |
2021
|
| |
2022
|
|
|
|
| |
US$
|
| |
US$
|
| |
US$
|
|
|
| |
(in thousands)
|
||||||
|
Net cash used in operating activities
|
| |
(109,176)
|
| |
(52,466)
|
| |
(268,037)
|
|
Net cash generated from investing activities
|
| |
62,742
|
| |
394,569
|
| |
133,793
|
|
Net cash generated from / (used in) financing activities
|
| |
30,776
|
| |
(14,426)
|
| |
(3,884)
|
|
Net (decrease) / increase in cash and cash equivalents
|
| |
(15,658)
|
| |
327,677
|
| |
(138,128)
|
|
Cash and cash equivalents at the beginning of the period
|
| |
59,826
|
| |
44,753
|
| |
372,088
|
|
Effect of movements in exchange rates on cash and cash equivalents held
|
| |
585
|
| |
(342)
|
| |
(2,598)
|
|
Cash and cash equivalents at the end of the year
|
| |
44,753
|
| |
372,088
|
| |
231,362
|
|
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
|
| | | | ||
| | | | |
|
Standard/Interpretation
|
| |
Application Date
for our 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
|
| |
|
•
|
Cloud Hash Rate. Through Cloud
Hash Rate, customers enter into hash rate contracts with us to subscribe to the hash rate derived from our self-owned mining machines, saving themselves from purchasing, installing or hosting mining machines. Cloud Hash Rate features authentic and transparent hash rate products as users can track the hash rate output on their chosen third-party mining pool, easily ascertain that they receive the right
value and receive payments directly from mining pools. With our hash rate slicing and hash rate scheduling technologies, we are able to maintain a less than 1% fluctuation for 99% of our hash rate contracts as of June 30, 2023, and
provide our customers 100% continuous online computing power for series of cryptocurrencies, including Bitcoin, Filecoin, Litecoin, Nervos CKB, Zcash, etc., subject to stable electricity supply. We offer our customers various hash rate
subscription plans, primarily under (i) “classic mode” and (ii) “accelerator mode”, which enables customers to shorten investment costs recovery cycle. After a user subscribes to a cloud hash rate plan, mining pool operators connect the
cloud hash rate generated from our mining machines to blockchain network for a period specified in the cloud hash rate plan subscribed to and cryptocurrency rewards are delivered directly to the crypto wallet of the Cloud Hash Rate customer. For plans under “classic mode”, we generate revenue from fees paid to subscribe the hash rate as well as electricity, which maintains the mining machines that produce the
|
|
•
|
Hash Rate Marketplace. We connect supply of hash rate from mining
machines owned by third parties, such as miners or mining datacenter owners, with our user base with hash rate demands, allowing such hash rate suppliers to access our large base of high-quality customers. With Hash Rate Marketplace, we offer a marketplace that is able to utilize excessive hash rate in the network and expand ways of monetization for third-party hash rate suppliers, accelerating their cash payback to support
future expansion. For transactions completed on Hash Rate Marketplace, the third-party hash rate suppliers will be responsible for providing hash rate and post-sale services, pursuant to the
negotiated terms between these third-party hash rate suppliers and customers, with which we have no involvement and we generate revenue by charging service fees. Revenue generated from Hash Rate
Marketplace was immaterial prior to December 31, 2022.
|
|
•
|
Cloud Hosting. We provide retail miner customers with one-stop
mining machine hosting solutions, enabling them to gain access to stable supply of computing power from specified mining machines in a capital-light manner. Through Cloud Hosting, users
participate in a customer group, pay an upfront fee for the computing power produced by the specified mining machines, and subscribe to the hosting service for the same mining machines. As such, customers may enjoy the computing power
derived from specified mining machines over the life of such mining machines to generate cryptocurrency rewards. Traditionally, a miner has to purchase and physically possess a mining machine, deploy and operate it in a mining datacenter
in order to gain access to all the computing power generated from that specified mining machine. Cloud Hosting provides an innovative alternative by providing hosting service for the specified
mining machines that produce computing power for the Cloud Hosting customers, saving the customers the need to pick up the mining machine, construct one’s own mining datacenter, and operate and
deploy the mining machine. Specifically, we are responsible for the operation and maintenance of mining datacenter that hosts the mining machines, as well as mining machine operation, maintenance and repair. As such, we significantly
lower the upfront investment and expertise threshold for retail miners, providing them with the same opportunity of cryptocurrency returns as major and sophisticated miners. We also provide complete set of cloud hosting technical
solutions and resources to ensure operational efficiency. Our first-of-its-kind “group-buying” model allows retail miners to purchase the computing service from and maintenance service for as little as one mining machine, further
lessening the upfront investment burden. Similar to the Cloud Hash Rate “accelerator mode” subscription plans, in 2021, we launched the “accelerated payback mode” for Cloud Hosting, where customers can enjoy a favorable rate for the upfront fee compared to “classic mode” (i.e., the traditional arrangement). Under the standard agreements with our customers for Cloud Hosting, we charge customers an upfront fee so they can secure the procurement of computing power from the specified mining machines. We also charge a maintenance fee for our electricity supply, daily maintenance
and repair care. We are entitled to a portion of the mining profit of an “accelerated payback mode” customer after the customer recovers the investment cost, which is defined as the mining reward earned from the mining pool equals the
upfront fee paid and the maintenance fee and other fees incurred
|
|
•
|
General Hosting. We offer hosting solutions to professional miner
customers who send their mining machines to our mining datacenters for hosting. Specifically, we provide server room, professional support from technical and managerial personnel, supporting power, network and security monitoring
facilities, among others, and carry out routine maintenance, system configurations, troubleshooting and daily reporting to ensure a smooth operation of the hosted mining machines. At the customers’ option, we also provide assistance for
deployment, installation and removal of hosted mining machines and repairment of mining machines. Under the standard agreements with General Hosting customers, we charge monthly service fees,
which include costs of operating and maintaining the mining machines, costs of electricity and other costs mainly related to mining machine deployment and repair. We generated no revenue prior to December 31, 2020 and revenue of
US$18.3 million and US$99.3 million for the year ended December 31, 2021 and 2022, respectively, from General Hosting.
|
|
•
|
Membership Hosting. We offer a membership program for large-scale
miner customers who seek stable, long-term supply of hosting capacity and send their mining machines to our mining datacenters for hosting purpose. Unlike General Hosting where the customer’s
access to mining datacenter capacity is subject to the availability of such capacity at the time the request was raised, a customer under Membership Hosting will be designated of certain capacity
(i.e., designated capacity) exclusive for use by such customer, by signing a standard membership program agreement. We also provide other program benefits, if available, to customers under Membership
Hosting, including, among other things, (i) early, priority and exclusive access to the newly available mining datacenter capacity that is sufficient for large-scale miners, upon a new mining datacenter becomes available and (ii)
more favorable pricing terms for our services, such as mining machine management services, than the prevailing price in the local market. We charge an upfront fee for such program benefits. We also provide management services, such as
infrastructure, custody, and utility, for the mining machines of a Membership Hosting customer up to designated capacity, pursuant to a separate management services agreement, and charge
management services fee. We also charge additional fee, at our stand-alone selling price, for the subscription of our mining machine operation service. The management services fee and the mining machine operation fee, as applicable, are
charged to the customer monthly based on the customer’s consumption of resources, such as the amount of electricity used in a period. For our Membership Hosting contracts, payment terms are
individually negotiated and may differ among customers. Through this membership program, we seek to facilitate risk control and stable hosting income from large-scale miner customers by providing them reliable and long-term hosting
capacity. We also intend to leverage our Membership Hosting to facilitate the growth of Hash Rate Marketplace as we encourage some of the Membership Hosting customers to become hash rate suppliers on our Hash Rate Marketplace. We generated no revenue prior to December 31, 2021 and revenue of
US$26.1 million for the year ended December 31, 2022, from Membership Hosting.
|
|
Hosting service
|
| |
Sources of mining
machines
|
| |
Target
customers
|
| |
Fees
|
|
Cloud Hosting
|
| |
Mining machines from our existing mining fleets
|
| |
Retail miners
|
| |
- Upfront payment for subscription of computing power from our mining machines
- Maintenance fees throughout the service process
|
|
General Hosting
|
| |
Mining machines from target customers
|
| |
Professional miners
|
| |
- Monthly payment for hosting service based on actual consumption of our mining
datacenter resources, such as electricity
|
|
Membership Hosting
|
| |
Mining machines from target customers
|
| |
Large-scale miners
|
| |
- Upfront payment to secure our capacity
- Monthly payment for management service based on the actual consumption of our
mining datacenter resources, such as electricity, after the delivery of capacity.
|
|
|
| |
For the Year Ended December 31,
|
|||||||||||||||
|
|
| | | |
2021
|
| |
2022
|
||||||||||
|
|
| |
US$
|
| |
%
|
| |
US$
|
| |
%
|
| |
US$
|
| |
%
|
|
|
| |
(in thousands, except for percentages)
|
|||||||||||||||
|
BTC
|
| |
85,355
|
| |
96.5
|
| |
185,656
|
| |
96.9
|
| |
59,845
|
| |
96.1
|
|
ZEC
|
| |
1,419
|
| |
1.6
|
| |
3,220
|
| |
1.7
|
| |
902
|
| |
1.4
|
|
ETH
|
| |
781
|
| |
0.9
|
| |
14
|
| |
0.0
|
| |
8
|
| |
0.0
|
|
LTC
|
| |
252
|
| |
0.3
|
| |
597
|
| |
0.3
|
| |
248
|
| |
0.4
|
|
BCH
|
| |
204
|
| |
0.2
|
| |
180
|
| |
0.1
|
| |
22
|
| |
0.0
|
|
CKB
|
| |
177
|
| |
0.2
|
| |
272
|
| |
0.1
|
| |
41
|
| |
0.1
|
|
DCR
|
| |
153
|
| |
0.2
|
| |
54
|
| |
0.0
|
| |
106
|
| |
0.2
|
|
ETC
|
| |
138
|
| |
0.1
|
| |
—
|
| |
—
|
| |
4
|
| |
0.0
|
|
DASH
|
| |
14
|
| |
0.0
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
DOGE
|
| |
—
|
| |
—
|
| |
1,239
|
| |
0.6
|
| |
590
|
| |
0.9
|
|
XCH
|
| |
—
|
| |
—
|
| |
165
|
| |
0.1
|
| |
73
|
| |
0.1
|
|
|
| |
For the Year Ended December 31,
|
|||||||||||||||
|
|
| | | |
2021
|
| |
2022
|
||||||||||
|
|
| |
US$
|
| |
%
|
| |
US$
|
| |
%
|
| |
US$
|
| |
%
|
|
|
| |
(in thousands, except for percentages)
|
|||||||||||||||
|
HNS
|
| |
—
|
| |
—
|
| |
137
|
| |
0.1
|
| |
47
|
| |
0.1
|
|
FIL
|
| |
—
|
| |
—
|
| |
129
|
| |
0.1
|
| |
458
|
| |
0.7
|
|
SC
|
| |
—
|
| |
—
|
| |
30
|
| |
0.0
|
| |
—
|
| |
—
|
|
NMC
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
11
|
| |
0.0
|
|
ELA
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
4
|
| |
0.0
|
|
Total
|
| |
88,493
|
| |
100.0
|
| |
191,693
|
| |
100.0
|
| |
62,359
|
| |
100.0
|
|
|
| |
As of December 31,
|
|||||||||||||||
|
|
| | | |
2021
|
| |
2022
|
||||||||||
|
|
| |
US$
|
| |
%
|
| |
US$
|
| |
%
|
| |
US$
|
| |
%
|
|
|
| |
(in thousands, except for percentages)
|
|||||||||||||||
|
BTC
|
| |
6,536
|
| |
68.2
|
| |
692
|
| |
11.2
|
| |
208
|
| |
9.6
|
|
ETH
|
| |
452
|
| |
4.7
|
| |
13
|
| |
0.2
|
| |
5
|
| |
0.2
|
|
USDT
|
| |
1,414
|
| |
14.8
|
| |
3,904
|
| |
63.1
|
| |
162
|
| |
7.4
|
|
BCH
|
| |
247
|
| |
2.6
|
| |
4
|
| |
0.1
|
| |
2
|
| |
0.1
|
|
LTC
|
| |
292
|
| |
3.0
|
| |
5
|
| |
0.1
|
| |
8
|
| |
0.4
|
|
BSV
|
| |
194
|
| |
2.0
|
| |
137
|
| |
2.2
|
| |
—
|
| |
—
|
|
ZEC
|
| |
337
|
| |
3.5
|
| |
11
|
| |
0.2
|
| |
1
|
| |
0.0
|
|
DASH
|
| |
26
|
| |
0.3
|
| |
0*
|
| |
0.0
|
| |
0*
|
| |
0.0
|
|
DCR
|
| |
1
|
| |
0.0
|
| |
2
|
| |
0.0
|
| |
0*
|
| |
0.0
|
|
DOGE
|
| |
10
|
| |
0.1
|
| |
1
|
| |
0.0
|
| |
6
|
| |
0.4
|
|
ETC
|
| |
7
|
| |
0.1
|
| |
0*
|
| |
0.0
|
| |
0*
|
| |
0.0
|
|
ETN
|
| |
0*
|
| |
0.0
|
| |
0*
|
| |
0.0
|
| |
—
|
| |
0.0
|
|
USDC
|
| |
55
|
| |
0.6
|
| |
99
|
| |
1.6
|
| |
89
|
| |
4.1
|
|
BCHA
|
| |
—
|
| |
—
|
| |
25
|
| |
0.4
|
| |
—
|
| |
—
|
|
CKB
|
| |
9
|
| |
0.1
|
| |
0*
|
| |
0.0
|
| |
0*
|
| |
0.0
|
|
BTM
|
| |
2
|
| |
0.0
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
FIL
|
| |
—
|
| |
—
|
| |
1,257
|
| |
20.3
|
| |
1,692
|
| |
77.8
|
|
XCH
|
| |
—
|
| |
—
|
| |
37
|
| |
0.6
|
| |
1
|
| |
0.0
|
|
ELA
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1
|
| |
0.0
|
|
NMC
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
0*
|
| |
0.0
|
|
SC
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
0*
|
| |
0.0
|
|
Total
|
| |
9,582
|
| |
100.0
|
| |
6,187
|
| |
100.0
|
| |
2,175
|
| |
100.0
|
|
*
|
Less than US$500 but not nil
|
|
(1)
|
As of June 30, 2023, 454MW capacity under construction to be completed
|
|
(2)
|
As of June 30, 2023
|
|
(3)
|
“In the pipeline” includes 275MW power supply contracted or negotiated but not yet under active construction
|
|
•
|
Texas Mining Datacenter. Our mining datacenter in Rockdale, Texas
became operational in February 2019 and had 563MW electrical capacity in use and 179MW electrical capacity under construction as of June 30, 2023.
|
|
•
|
Norway Mining Datacenters. Our mining datacenters in Fræna
municipality (Molde mining datacenter) and Tydal municipality (Tydal mining datacenter), Norway became operational in December 2019 and had 134MW electrical capacity in use as of June 30, 2023. We also made significant progress towards
expanding our infrastructure by initiating construction of a 175MW immersion cooling datacenter at our Tydal mining facility in Norway, which is expected to be completed in 2025.
|
|
•
|
Tennessee Mining Datacenter. Our mining datacenter in Knoxville,
Tennessee became operational in May 2020 and had 86MW electrical capacity in use as of June 30, 2023.
|
|
•
|
Washington Mining Datacenter. Our mining datacenter in Pangborn,
Washington became operational in May 2018 and had 13MW electrical capacity in use as of June 30, 2023.
|
|
•
|
Hash rate slicing. We supply our customers the subscribed amount of
hash rate by first dividing hash rate into “time slices,” each encompasses a certain number of calculations over a period of time. Through hash rate slicing, hash rate is divided into “time slices” by algorithm instead of by manual
intervention and then submitted to multiple mining pool accounts to support multiple users. Our ability to generate a minimum hash rate unit of 1TH/s enables us to adjust hash rate allocation accurately and dynamically, and optimize
operating metrics automatically in order to minimize fluctuations in terms of quantum in hash rate supply under Cloud Hash Rate.
|
|
•
|
Hash rate scheduling. We are able to achieve redeployment of hash
rate across different mining machines through hash rate scheduling. When a single machine fails, hash rate from other mining machines can be instantly dispatched to ensure timing stability of hash rate supply. As a result, we are able to
maintain a hash rate online rate of 100% under Cloud Hash Rate.
|
|
•
|
Real-time monitoring. Minerplus
supports efficient and constant monitoring, automated operation and maintenance as well as data analysis for mining machines of different models under different brands, located in mining datacenters of different sizes in different
locations. We have developed a highly efficient monitoring model adopting a procedure of prediction - feature analysis - data processing - reverse operation, which is able to accurately identify and quickly scan the monitored objects, and
return operating data of the mining machine in real-time.
|
|
•
|
Clean energy. We have taken various measures to increase the ratio
of clean energy in support of the operations of our mining datacenters. As of June 30, 2023, our non-carbon energy supply ratio was approximately 50%. Our research and development team has started the feasibility assessment of the use of
solar power to support our mining datacenters. We have also spent considerable efforts in minimizing the impact on the local environment. For example, instead of building new plants from the ground, we renovated abandoned or deserted
plants on sites when constructing our mining datacenters in Tennessee and Texas. See the section entitled “- Energy” above for more details.
|
|
Name
|
| |
Age
|
| |
Position
|
| | |
37
|
| |
Founder and Chairman of the Board
|
|
| | |
41
|
| |
Director and Chief Executive Officer
|
|
| | |
39
|
| |
Director
|
|
| | |
45
|
| |
Director and Chief Financial Officer
|
|
| | |
33
|
| |
Director
|
|
| | |
59
|
| |
Director
|
|
| | |
40
|
| |
Director
|
|
|
Haris Basit
|
| |
61
|
| |
Chief Strategy Officer
|
|
Country of Principal Executive Offices
|
| |
Singapore
|
|
Foreign Private Issuer
|
| |
Yes
|
|
Disclosure Prohibited under Home Country Law
|
| |
No
|
|
Total Number of Directors
|
| |
7
|
|
|
| |
Female
|
| |
Male
|
| |
Non-
Binary
|
| |
Did Not
Disclose Gender
|
|
Part I: Gender Identity
|
| |
|
| |
|
| |
|
| |
|
|
Directors
|
| |
1
|
| |
6
|
| |
0
|
| |
0
|
|
Part II: Demographic Background
|
| |
|
| |
|
| |
|
| |
|
|
Underrepresented Individual in Home Country Jurisdiction
|
| |
|
| |
0
|
| |
|
| |
|
|
LGBTQ+
|
| |
|
| |
0
|
| |
|
| |
|
|
Did Not Disclose Demographic Background
|
| |
|
| |
0
|
| |
|
| |
|
|
•
|
selecting the independent auditor;
|
|
•
|
pre-approving auditing and non-auditing services permitted to be performed by the independent auditor;
|
|
•
|
annually reviewing the independent auditor’s report describing the auditing firm’s internal quality control procedures, any
material issues raised by the most recent internal quality control review, or peer review, of the independent auditors and all relationships between the independent auditor and our company;
|
|
•
|
reviewing responsibilities, budget, compensation and staffing of our internal audit function;
|
|
•
|
reviewing with the independent auditor any audit problems or difficulties and management’s response;
|
|
•
|
reviewing and, if material, approving all related party transactions on an ongoing basis;
|
|
•
|
reviewing and discussing the annual audited financial statements with management and the independent auditor;
|
|
•
|
reviewing and discussing with management and the independent auditors major issues regarding accounting principles and
financial statement presentations;
|
|
•
|
reviewing reports prepared by management or the independent auditors relating to significant financial reporting issues and
judgments;
|
|
•
|
discussing earnings press releases with management, as well as financial information and earnings guidance provided to analysts
and rating agencies;
|
|
•
|
reviewing with management and the independent auditors the effect of regulatory and accounting initiatives, as well as
off-balance sheet structures, on our financial statements;
|
|
•
|
discussing policies with respect to risk assessment and risk management with management and internal auditors;
|
|
•
|
timely reviewing reports from the independent auditor regarding all critical accounting policies and practices to be used by
us, all alternative treatments of financial information within IFRS that have been discussed with management and all other material written communications between the independent auditor and management;
|
|
•
|
establishing procedures for the receipt, retention and treatment of complaints received from our employees regarding
accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;
|
|
•
|
such other matters that are specifically delegated to our audit committee by our board of directors from time to time; and
|
|
•
|
meeting separately, periodically, with management, internal auditors and the independent auditor.
|
|
•
|
reviewing, evaluating and, if necessary, revising our overall compensation policies;
|
|
•
|
reviewing and evaluating the performance of our directors and relevant executive officers and determining the compensation of
relevant executive officers;
|
|
•
|
reviewing and approving our executive officers’ employment agreements with our company;
|
|
•
|
setting performance targets for relevant executive officers with respect to our incentive compensation plan and equity-based
compensation plans;
|
|
•
|
administering our equity-based compensation plans in accordance with the terms thereof; and
|
|
•
|
such other matters that are specifically delegated to the compensation committee by our board of directors from time to time.
|
|
•
|
selecting and recommending to our board of directors nominees for election by the shareholders or appointment by the board;
|
|
•
|
reviewing annually with our board of directors the current composition of our board of directors with regards to
characteristics such as independence, knowledge, skills, experience and diversity;
|
|
•
|
making recommendations on the frequency and structure of our board of directors meetings and monitoring the functioning of the
committees of our board of directors; and
|
|
•
|
advising our board of directors periodically with regards to significant developments in the law and practice of corporate
governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken.
|
|
Name
|
| |
Class A
Ordinary Shares
Underlying Award
|
| |
Exercise
Price
(US$/Share)
|
| |
Date of Grant
|
| |
Date of Expiration
|
| | |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| | |
*
|
| |
3.5
|
| | | | |||
|
|
| |
*
|
| |
3.5
|
| | | | ||
|
|
| |
*
|
| |
3.5
|
| | | | ||
| | |
*
|
| |
3.5
|
| | | | |||
|
|
| |
*
|
| |
3.5
|
| | | | ||
| | |
*
|
| |
3.5
|
| | | | |||
|
|
| |
*
|
| |
3.5
|
| | | | ||
| | |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| | |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| | |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Haris Basit
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
*
|
Less than 1% of our total issued and outstanding ordinary shares.
|
|
•
|
each person known by us to be the beneficial owner of more than 5% of Ordinary Shares;
|
|
•
|
each of our directors and executive officers; and
|
|
•
|
all our directors and executive officers as a group.
|
|
|
| |
Class A
Ordinary
Shares
|
| |
Class V
Ordinary
Shares
|
| |
% of Total
Ordinary
Shares
|
| |
% of
Voting
Power(2)
|
|
Directors and Executive Officers(1)
|
| |
|
| |
|
| |
|
| |
|
|
Jihan Wu(3)
|
| |
—
|
| |
48,399,922
|
| |
41.0
|
| |
87.4
|
| | |
*
|
| |
—
|
| |
*
|
| |
*
|
|
| | |
*
|
| |
—
|
| |
*
|
| |
*
|
|
| | |
*
|
| |
—
|
| |
*
|
| |
*
|
|
| | |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| | |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| | |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Haris Basit
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
All executive officers and directors as a group
|
| |
620,205
|
| |
48,399,922
|
| |
41.0
|
| |
87.4
|
|
|
| |
|
| |
|
| |
|
| |
|
|
5% Shareholders
|
| |
|
| |
|
| |
|
| |
|
|
Shinning Stone Invest Co., Ltd(4)
|
| |
15,326,416
|
| |
—
|
| |
13.0
|
| |
2.8
|
|
Mega Galaxy International Limited(5)
|
| |
10,214,395
|
| |
—
|
| |
8.7
|
| |
1.8
|
|
Golden Navigate Investments Limited(6)
|
| |
10,214,395
|
| |
—
|
| |
8.7
|
| |
1.8
|
|
*
|
Less than 1% of the total number of outstanding Ordinary Shares
|
|
(1)
|
The business address for our directors and executive officers of the Company is 08 Kallang Avenue, Aperia tower 1, #09-03/04,
Singapore 339509.
|
|
(2)
|
For each person and group included in this column, the percentage of voting power is calculated by dividing the voting power
beneficially owned by such person or group by the voting power of all of Ordinary Shares as a single class. In respect of matters requiring a shareholder vote, each Class A Ordinary Shares will be entitled to one vote and each Class V
Ordinary Share will be entitled to ten (10) votes. Each Class V Ordinary Share shall automatically convert into one (1) Class A Ordinary Share if transferred from a Founder Entity to a non-Founder Entity, except under certain
circumstances. See “Description of Securities” for additional information.
|
|
(3)
|
Represents 48,399,922 Class V Ordinary Shares directly held by Victory Courage Limited (“Victory Courage”) as reported on
Schedule 13D filed by Victory Courage on May 31, 2023. 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 of an irrevocable trust, with Mr. Jihan Wu as the settlor and Mr. Wu and his family members as the beneficiaries. Under the terms of such 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 our company.
|
|
(4)
|
Represents 15,326,416 Class A Ordinary Shares directly held by Shinning Stone Invest Co., Ltd (“Shinning Stone”) as reported on
Schedule 13D filed by Shinning Stone on May 31, 2023. Shinning Stone is a British Virgin Islands company wholly-owned by Mr. Zhaofeng Zhao. Mr. Zhao is also the sole director of Shinning Stone.
|
|
(5)
|
Represents 10,214,395 Class A Ordinary Shares directly held by Mega Galaxy International Limited (“Mega Galaxy”) as reported on
Schedule 13G filed by Mega Galaxy on May 31, 2023. Mega Galaxy is a British Virgin Islands company wholly owned by Flourishing Well Limited, a company incorporated in the British Virgin Islands, which in turn is wholly owned and managed
by VISTRA Trust (Hong Kong) Limited as trustee of The Sharesun Trust, a Hong Kong reserved powers trust. Mr. Yuesheng Ge is the settlor of such trust and Mr. Ge and his family members are the beneficiaries. Under the terms of such trust,
Mr. Ge 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 Mega Galaxy in our company.
|
|
(6)
|
Represents 10,214,395 Class A Ordinary Shares directly held by Golden Navigate Investments Limited (“Golden Navigate”) as
reported on Schedule 13G filed by Golden Navigate on May 31, 2023. Golden Navigate is a British Virgin Islands company wholly owned by Blessing Surplus Limited, a company incorporated in the British Virgin Islands, which is wholly owned
and managed by VISTRA Trust (Hong Kong) Limited as trustee of The Zizai Trust, a Hong Kong reserved powers trust. Mr. Yishuo Hu is the settlor of such trust and Mr. Hu and his family members are the beneficiaries. Under the terms of such
trust, Mr. Hu 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 Golden Navigate in our company.
|
|
•
|
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, 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 Companies Act.
|
|
•
|
a company acts or proposes to act illegally or ultra vires;
|
|
•
|
the act complained of, although not ultra vires, could only be effected duly if authorized by more than a simple majority vote
that has not been obtained; and
|
|
•
|
those who control the company are perpetrating a “fraud on the minority.”
|
|
|
| |
Number of Class A
Ordinary Shares
Beneficially Owned
Prior to Offering
|
| |
Maximum Number of
Class A Ordinary Shares
to be Offered Pursuant to
this Prospectus
|
| |
Number of Class A
Ordinary Shares
Beneficially Owned
After Offering(1)
|
||||||
|
Name of Selling shareholder
|
| |
Number
|
| |
Percent
|
| |
Number
|
| |
Percent
|
|||
|
B. Riley Principal Capital II, LLC(2)
|
| |
—
|
| |
—
|
| |
150,000,000
|
| |
—
|
| |
—
|
|
(1)
|
Assumes the sale of all Class A Ordinary Shares being offered for resale pursuant to this prospectus.
|
|
(2)
|
The business address of B. Riley Principal Capital II, LLC (“BRPC II”) is 11100 Santa Monica Blvd., Suite 800, Los Angeles,
California 90025. BRPC II’s principal business is that of a private investor. BRPC II is a wholly-owned subsidiary of B. Riley Principal Investments, LLC (“BRPI”). As a result, BRPI may be deemed to indirectly beneficially own the
securities of the company held of record by BRPC II. B. Riley Financial, Inc. (“BRF”) is the parent company of BRPC II and BRPI. As a result, BRF may be deemed to indirectly beneficially own the securities of the company held of record by
BRPC II and indirectly beneficially owned by BRPI. Bryant R. Riley is the Co-Chief Executive Officer and Chairman of the Board of Directors of BRF. As a result, Bryant R. Riley may be deemed to indirectly beneficially own the securities
of the company held of record by BRPC II and indirectly beneficially owned by BRPI. Each of BRF, BRPI and Bryant R. Riley expressly disclaims beneficial ownership of the securities of the company held of record by BRPC II, except to the
extent of its/his pecuniary interest therein. We have been advised that none of BRF, BRPI or BRPC II is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or an independent broker-dealer; however, each of BRF, BRPI,
BRPC II and Bryant R. Riley is an affiliate of B. Riley Securities, Inc. (“BRS”), a registered broker-dealer and FINRA member, and Bryant R. Riley is an associated person of BRS. BRS will act as an executing broker that will effectuate
resales of our Class A Ordinary Shares that have been and may be acquired by BRPC II from us pursuant to the Purchase Agreement to the public in this offering. See “Plan of Distribution (Conflict of Interest)” for more information about
the relationship between BRPC II and BRS.
|
|
•
|
ordinary brokers’ transactions;
|
|
•
|
transactions involving cross or block trades;
|
|
•
|
through brokers, dealers, or underwriters who may act solely as agents;
|
|
•
|
“at the market” into an existing market for our Class A Ordinary Shares;
|
|
•
|
in other ways not involving market makers or established business markets, including direct sales to purchasers or sales
effected through agents;
|
|
•
|
in privately negotiated transactions; or
|
|
•
|
any combination of the foregoing.
|
|
|
| |
Amount
|
|
SEC registration fee
|
| |
US$16,530
|
|
FINRA filing fee
|
| |
*
|
|
Accounting fees and expenses
|
| |
*
|
|
Legal fees and expenses
|
| |
*
|
|
Financial printing and miscellaneous expenses
|
| |
*
|
|
Total
|
| |
*
|
|
*
|
Estimates not presently known
|
|
•
|
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.
|
|
|
| |
Page
|
|
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
|
| |
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 6.
|
Indemnification of Directors and Officers.
|
|
Item 7.
|
Recent Sales of Unregistered Securities.
|
|
•
|
US$30,000,000 8% coupon unsecured convertible notes due July 2023 to VENTE Technology Growth Investments L.P. as the
noteholder, on July 23, 2021, as may be amended and/or restated from time to time.
|
|
•
|
48,399,922 Class V ordinary shares of the Company to Mr. Jihan Wu on April 13, 2023 in connection with the Business
Combination.
|
|
Item 8.
|
Exhibits and Financial Statement Schedules.
|
|
Item 9.
|
Undertakings.
|
|
(1)
|
For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
|
|
(2)
|
For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of
prospectus 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.
|
|
Exhibit
No.
|
| |
Description of Document
|
| |
Incorporation by Reference
|
|||||||||
| |
Form
|
| |
File No.
|
| |
Exhibit
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
|
| | |||
| | |
Opinion of Ogier as to the validity of Class A Ordinary Shares to be issued
|
| |
|
| |
|
| |
|
| |
|
|
| | |
2023 Share Incentive Plan of the Company, effective on April 13, 2023
|
| |
20-F
|
| | | |
4.6
|
| | |||
| | |
2023 Share Performance Plan of the Company, to be effective on October 11, 2023
|
| |
6-K
|
| | | |
4.1
|
| | |||
| | |
Form of Employment Agreement between the Company and its executive officers
|
| |
F-4
|
| | | |
10.3
|
| | |||
| | |
Form of Indemnification Agreement between the Company and its executive officers
|
| |
F-4
|
| | | |
10.4
|
| | |||
| | |
Ordinary Share Purchase Agreement by and between the Company and B. Riley
Principal Capital II, LLC, dated August 8, 2023
|
| |
6-K
|
| |
001- 41687
|
| |
10.1
|
| | ||
| | |
Registration Rights Agreement by and between the Company and B. Riley Principal
Capital II, LLC, dated August 8, 2023
|
| |
6-K
|
| |
001- 41687
|
| |
10.2
|
| | ||
| | |
Lease Agreement, dated as of June 6, 2018, between Alcoa USA Corp. and Dory
Creek, LLC
|
| |
F-4
|
| | | |
10.5
|
| | |||
| | |
First Amendment to the Lease Agreement, dated as of October 18, 2018, between
Alcoa USA Corp. and Bitdeer Inc. (formerly known as Bitmain Inc.)
|
| |
F-4
|
| | | |
10.6
|
| | |||
| | |
Second Amendment to the Lease Agreement, dated as of May 1, 2019, between Alcoa
USA Corp. and Dory Creek, LLC
|
| |
F-4
|
| | | |
10.7
|
| | |||
| | |
Third Amendment to the Lease Agreement, dated as of May 1, 2019, between Alcoa
USA Corp. and Dory Creek, LLC
|
| |
F-4
|
| | | |
10.8
|
| | |||
| | |
Fourth Amendment to the Lease Agreement, dated as of May 11, 2021, between Alcoa
USA Corp. and Dory Creek, LLC
|
| |
F-4
|
| | | |
10.9
|
| | |||
|
Exhibit
No.
|
| |
Description of Document
|
| |
Incorporation by Reference
|
|||||||||
| |
Form
|
| |
File No.
|
| |
Exhibit
No
|
| |
Filing Date
|
|||||
| | |
Fifth Amendment to the Lease Agreement, dated as of August 30, 2021, between
Alcoa USA Corp. and Dory Creek, LLC.
|
| |
F-4
|
| | | |
10.10
|
| | |||
| | |
Sixth Amendment to the Lease Agreement, dated as of October 25, 2021, between
Alcoa USA Corp. and Dory Creek, LLC
|
| |
F-4
|
| | | |
10.11
|
| | |||
| | |
Seventh Amendment to the Lease Agreement, dated as of October 1, 2022, between
SLR Property I, LP and Dory Creek, LLP
|
| |
20-F
|
| | | |
4.16
|
| | |||
| | |
Land Lease Agreement, dated as of November 15, 2019, between Norway Hash
Technologies AS and Troll Housing AS
|
| |
F-4
|
| | | |
10.12
|
| | |||
| | |
Addendum No. 1 to the Land Lease Agreement, dated as of December 6, 2020, between
Norway Hash Technologies AD and Troll Housing AS
|
| |
F-4
|
| | | |
10.13
|
| | |||
| | |
Addendum No. 2 to the Land Lease Agreement, dated as of March 22, 2021, between
Norway Hash Technologies AD and Troll Housing AS
|
| |
F-4
|
| | | |
10.14
|
| | |||
| | |
Addendum No. 3 to the Land Lease Agreement, dated as of March 22, 2021, between
Norway Hash Technologies AD and Troll Housing AS
|
| |
F-4
|
| | | |
10.15
|
| | |||
| | |
Land Lease Agreement, dated as of April 8, 2021, between Norway Hash Technologies
AS and Tydal Data Center AS
|
| |
F-4
|
| | | |
10.16
|
| | |||
| | |
Commercial Purchase and Sale Agreement, dated as of February 26, 2018, between
Bitmain Inc. and Kemet Foil Manufacturing LLC (FKA Cornell Dublilier, Foil, LLC)
|
| |
F-4
|
| | | |
10.17
|
| | |||
| | |
Indenture, dated as of March 20, 2018, between Bitmain Inc. and Carpenter Creek,
LLC
|
| |
F-4
|
| | | |
10.18
|
| | |||
| | |
Vacant Land Purchase and Sale Agreement, dated as of August 3, 2017, between
Blackhawk Development Inc and Ant Creek, LLC
|
| |
F-4
|
| | | |
10.19
|
| | |||
| | |
English translation of Custody Agreement, dated as of February 10, 2021, between
Sharpening Technology Limited, Bitdeer Sales (USA) Inc, Carpenter Creek LLC and Matrix Guard Limited
|
| |
F-4
|
| | | |
10.20
|
| | |||
| | |
Custody Agreement, dated as of February 10, 2021, between Bitdeer Technologies
Limited, Straitdeer Pte. Ltd. and Matrix Trust Company
|
| |
F-4
|
| | | |
10.21
|
| | |||
| | |
List of significant subsidiaries of the Company
|
| |
F-4
|
| | | |
21.1
|
| | |||
| | |
Consent of MaloneBailey, LLP
|
| |
|
| |
|
| |
|
| |
|
|
| | |
Consent of Marcum LLP
|
| |
|
| |
|
| |
|
| |
|
|
| | |
Power of Attorney (included on signature page)
|
| |
|
| |
|
| |
|
| |
|
|
| | |
Code of Business Conduct and Ethics of the Company
|
| |
F-4
|
| | | |
99.2
|
| | |||
| | |
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.
|
|
^
|
Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to
furnish supplementally an unredacted copy of the exhibit to the SEC upon its request.
|
|
|
| |
Bitdeer Technologies Group
|
||||||
|
|
| |
|
| |
|
| |
|
|
|
| |
By:
|
| |
/s/ Jihan Wu
|
|||
|
|
| |
|
| |
Name:
|
| | |
|
|
| |
|
| |
Title:
|
| |
Chairman of the Board
|
|
Signature
|
| |
Title
|
| |
Date
|
|
/s/ Jihan Wu
|
| |
Chairman of the Board
|
| |
|
| | | |||||
|
|
| |
|
| |
|
|
/s/ Linghui Kong
|
| |
Director and Chief Executive Officer (Principal Executive
Officer)
|
| |
|
| | | |||||
|
|
| |
|
| |
|
|
/s/ Xiaoni Meng
|
| |
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: Colleen A. De Vries
|
|
|
| |
|
| |
Title: Senior Vice President
|
|
|
| |
|
| |
Company: Cogency Global Inc
|
| This ‘F-1’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/31/35 | ||||
| 1/1/33 | ||||
| 1/1/32 | ||||
| 11/1/31 | ||||
| 8/1/31 | ||||
| 7/20/31 | ||||
| 3/31/31 | ||||
| 12/31/30 | ||||
| 12/31/29 | ||||
| 12/31/27 | ||||
| 7/31/26 | ||||
| 12/31/25 | ||||
| 7/21/25 | ||||
| 12/31/24 | ||||
| 1/1/24 | ||||
| 12/14/23 | ||||
| 10/11/23 | ||||
| 9/15/23 | ||||
| Filed on: | 8/11/23 | |||
| 8/10/23 | ||||
| 8/9/23 | 6-K | |||
| 8/8/23 | ||||
| 7/31/23 | ||||
| 7/23/23 | ||||
| 7/22/23 | ||||
| 7/1/23 | ||||
| 6/30/23 | ||||
| 6/20/23 | 6-K | |||
| 6/16/23 | 6-K | |||
| 6/14/23 | ||||
| 6/1/23 | ||||
| 5/31/23 | SC 13D, SC 13G | |||
| 4/28/23 | 20-F | |||
| 4/19/23 | 20-F, 6-K | |||
| 4/18/23 | ||||
| 4/14/23 | 6-K | |||
| 4/13/23 | 20-F, CERT | |||
| 3/23/23 | CORRESP, F-4/A | |||
| 3/14/23 | ||||
| 3/9/23 | ||||
| 3/7/23 | 425 | |||
| 3/6/23 | ||||
| 3/3/23 | ||||
| 3/2/23 | ||||
| 2/28/23 | DRS/A, DRSLTR | |||
| 1/27/23 | ||||
| 1/1/23 | ||||
| 12/31/22 | 20-F | |||
| 12/28/22 | ||||
| 12/14/22 | ||||
| 12/5/22 | ||||
| 12/2/22 | ||||
| 11/23/22 | DRS/A, DRSLTR | |||
| 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 | |||
| 6/28/22 | ||||
| 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 | ||||
| 3/8/22 | ||||
| 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 | ||||
| 11/15/21 | ||||
| 11/9/21 | ||||
| 11/1/21 | ||||
| 10/25/21 | ||||
| 10/20/21 | ||||
| 9/15/21 | ||||
| 9/8/21 | ||||
| 8/30/21 | ||||
| 8/1/21 | ||||
| 7/23/21 | ||||
| 7/20/21 | ||||
| 6/30/21 | ||||
| 6/14/21 | ||||
| 6/9/21 | ||||
| 5/11/21 | ||||
| 4/20/21 | ||||
| 4/16/21 | ||||
| 4/15/21 | ||||
| 4/8/21 | ||||
| 4/1/21 | ||||
| 3/22/21 | ||||
| 3/4/21 | ||||
| 3/1/21 | ||||
| 2/23/21 | ||||
| 2/10/21 | ||||
| 1/26/21 | ||||
| 1/1/21 | ||||
| 12/31/20 | ||||
| 12/6/20 | ||||
| 11/18/20 | ||||
| 7/22/20 | ||||
| 5/11/20 | ||||
| 1/1/20 | ||||
| 12/1/19 | ||||
| 11/15/19 | ||||
| 6/4/19 | ||||
| 5/1/19 | ||||
| 4/3/19 | ||||
| 11/16/18 | ||||
| 11/8/18 | ||||
| 10/18/18 | ||||
| 9/11/18 | ||||
| 6/6/18 | ||||
| 4/19/18 | ||||
| 3/20/18 | ||||
| 3/7/18 | ||||
| 2/26/18 | ||||
| 12/17/17 | ||||
| 9/29/17 | ||||
| 8/3/17 | ||||
| 7/25/17 | ||||
| 4/5/12 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/23/24 Bitdeer Technologies Group POS AM 1:650K Broadridge Fin’l So… Inc 3/28/24 Bitdeer Technologies Group F-3/A 2:718K Broadridge Fin’l So… Inc 3/28/24 Bitdeer Technologies Group POS AM 2:654K Broadridge Fin’l So… Inc 3/18/24 Bitdeer Technologies Group F-3 226:33M Broadridge Fin’l So… Inc 3/18/24 Bitdeer Technologies Group F-3 231:35M Broadridge Fin’l So… Inc 10/10/23 Bitdeer Technologies Group POS AM 225:35M Broadridge Fin’l So… Inc 9/18/23 Bitdeer Technologies Group F-1/A 124:20M Broadridge Fin’l So… Inc |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/09/23 Bitdeer Technologies Group 6-K 8/07/23 4:659K Broadridge Fin’l So… Inc 6/20/23 Bitdeer Technologies Group 6-K 6/20/23 2:108K Broadridge Fin’l So… Inc 4/28/23 Bitdeer Technologies Group 20-F 12/31/22 128:17M Toppan Merrill/FA 4/19/23 Bitdeer Technologies Group 20-F 4/13/23 6:4M Toppan Merrill/FA 3/23/23 Bitdeer Technologies Group F-4/A 3:10M Toppan Merrill/FA 3/08/23 Bitdeer Technologies Group F-4 42:13M Toppan Merrill/FA |