Bitdeer Designates Norwegian AI Subsidiary as Transferee

TL;DR

Bitdeer is moving AI tech assets to its Norwegian subsidiary via a share purchase agreement.

AI Summary

Bitdeer Technologies Group, incorporated in the Cayman Islands, has designated its indirect subsidiary, Norwegian AI Technology AS, as a transferee. This designation was made on April 3, 2024, and involves a share purchase agreement, though specific financial details of this agreement are not provided in this filing.

Why It Matters

This filing indicates a restructuring or transfer of assets/operations within Bitdeer's corporate structure, potentially impacting its operational focus or financial reporting for its AI technology segment.

Risk Assessment

Risk Level: low — The filing is procedural and does not contain negative financial information or significant operational changes.

Key Players & Entities

• Bitdeer Technologies Group (company) — Registrant and parent company
• Norwegian AI Technology AS (company) — Wholly-owned indirect subsidiary designated as transferee
• April 3, 2024 (date) — Date of designation and share purchase agreement

FAQ

Key Financial Figures

• $15,000,000 — ted the Sellers the option to acquire US$15,000,000 worth of class A ordinary shares of a p
• $0.0000001 — s A ordinary shares of a par value of US$0.0000001 each of the Company (the "Class A Ordin
• $35.96 — rdinary Shares") at a strike price of US$35.96 per Class A Ordinary Share. The forego

Filing Documents

• ef20027141_6k.htm (6-K) — 14KB
• ef20027141_ex10-1.htm (EX-10.1) — 487KB
• ef20027141_ex10-2.htm (EX-10.2) — 99KB
• ef20027141_ex10-3.htm (EX-10.3) — 26KB
• 0001140361-24-020693.txt ( ) — 627KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2024 Commission file number: 001-41687 BITDEER TECHNOLOGIES GROUP 08 Kallang Avenue Aperia tower 1, #09-03/04 Singapore 339509 (Address of Principal Executive Offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F Form 40-F ANCILLARY AGREEMENTS As previously disclosed, on April 3, 2024, Bitdeer Technologies Group, an exempted company with limited liability incorporated under the laws of Cayman Islands (the "Company"), designated its wholly-owned indirect subsidiary, Norwegian AI Technology AS ("Norwegian AI"), as transferee of the Company and entered into a share purchase agreement (the "Agreement") with BRYHNI.COM AS and RENOL INVEST AS (collectively, the "Sellers"), pursuant to which the Company agreed to acquire all the shares in TROLL HOUSING AS and TYDAL DATA CENTER AS (the "Acquisition"). The Acquisition closed on April 15, 2024 (the "Closing Date"). As contemplated by the Agreement, the Company entered into the following ancillary agreements (collectively, the "Ancillary Agreements") on the Closing Date: (1) A secured and freely tradable consideration loan note (the "Note Purchase Agreement") denominated in US Dollars with maturity date of five years following the Closing Date, and with a coupon rate of six percent per annum, accompanied by collateral in the form of a first priority share pledge (the "Share Pledge Agreement") to be granted by Norwegian AI; and (2) A call option agreement (the "Call Option Agreement") which granted the Sellers the option to acquire US$15,000,000 worth of class A ordinary shares of a par value of US$0.0000001 each of the Company (the "Class A Ordinary Shares") at a strike price of US$35.96 per Class A Ordinary Share. The foregoing description of the Ancillary Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Ancillary Agreements, copies of which are filed as Exhibits 10.1, 10.2 and 10.3 to this Form 6-K. INCORPORATION BY REFERENCE This current report on Form 6-K, including Exhibits 10.1, 10.2 and 10.3 hereto, is hereby incorporated by reference into the registration statements of the Company on Form F-3 (No. 333-278027 and No. 333-278029), to the extent not superseded by documents or reports subsequently filed. EXHIBITS Exhibit No. Description 10.1* Senior Secured Note Purchase Agreement, dated April 15, 2024 by and among Bitdeer Technologies Group, various investors from time to time, Norwegian AI Technology AS and Nordic Trustee AS 10.2*# Share Pledge Agreement, dated April 15, 2024 by and between Norwegian AI Technology AS and Nordic Trustee AS 10.3* Call Option Agreement, dated April 15, 2024 by and among Bitdeer Technologies Group, BRYHNI.COM AS and RENOL INVEST AS * Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. # Portions of this exhibit have been omitted pursuant to Item 601(b)(10) because they are both (i) not material and (ii) contain personal information. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Bitdeer Technologies Group By: /s/ Jihan Wu Name: Jihan Wu Title: Chief Executive Officer and Chairman of the Board Date: April 19, 2024

View Full Filing

View this 6-K filing on SEC EDGAR