BTDR 6-K
Bitdeer Technologies Group (BTDR)
6-K
2024-09-23
For: 2024-06-30
View Original
Added on
April 10, 2026
Exhibit 99.1
INDEX TO FINANCIAL STATEMENTS
|
Unaudited Condensed Consolidated Financial Statements as of June 30, 2024 and December 31, 2023 and for the Six Months Ended June 30, 2024
and 2023
|
|
|
F-2
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|
|
F-3
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|
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F-4
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|
|
F-5
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|
F-6
|
F - 1
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
(UNAUDITED)
(Amounts in tables are stated in thousands of U.S. Dollar)
|
Note
|
June 30,
2024
|
December 31, 2023
|
||||||||||
|
ASSETS
|
||||||||||||
|
Cash and cash equivalents
|
9
|
|
|
|||||||||
|
Cryptocurrencies
|
10
|
|
|
|||||||||
|
Trade receivables
|
|
|
||||||||||
|
Amounts due from a related party
|
25
|
|
|
|||||||||
|
Prepayments and other assets
|
11
|
|
|
|||||||||
|
Financial assets at fair value through profit or loss
|
12
|
|
|
|||||||||
|
Restricted cash
|
9
|
|
|
|||||||||
|
Mining machines
|
13
|
|
|
|||||||||
|
Right-of-use assets
|
17
|
|
|
|||||||||
|
Property, plant and equipment
|
14
|
|
|
|||||||||
|
Investment properties
|
15
|
|
|
|||||||||
|
Intangible assets
|
16
|
|
|
|||||||||
|
Goodwill
|
16
|
|
|
|||||||||
|
Deferred tax assets
|
24
|
|
|
|||||||||
|
TOTAL ASSETS
|
|
|
||||||||||
|
LIABILITIES
|
||||||||||||
|
Trade payables
|
|
|
||||||||||
|
Other payables and accruals
|
20
|
|
|
|||||||||
|
Amounts due to a related party
|
25
|
|
|
|||||||||
|
Income tax payables
|
|
|
||||||||||
|
Derivative liabilities
|
19
|
|
|
|||||||||
|
Deferred revenue
|
|
|
||||||||||
|
Deferred revenue from a related party
|
25
|
|
|
|||||||||
|
Borrowings
|
18
|
|
|
|||||||||
|
Lease liabilities
|
17
|
|
|
|||||||||
|
Deferred tax liabilities
|
24
|
|
|
|||||||||
|
TOTAL LIABILITIES
|
|
|
||||||||||
|
NET ASSETS
|
|
|
||||||||||
|
EQUITY
|
||||||||||||
|
Share capital
|
23
|
|
|
|||||||||
|
Treasury shares
|
23
|
|
(
|
)
|
||||||||
|
Accumulated deficit
|
23
|
(
|
)
|
(
|
)
|
|||||||
|
Reserves
|
23
|
|
|
|||||||||
|
TOTAL EQUITY
|
|
|
||||||||||
* Amount less than US$1,000
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
F - 2
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
(UNAUDITED)
(Amounts in tables are stated in thousands of U.S. Dollar, except for per share data)
|
Periods ended June 30,
|
||||||||||||
|
Note
|
2024
|
2023
|
||||||||||
|
Revenue
|
7, 25
|
|
|
|||||||||
|
Cost of revenue
|
21(a)
|
|
(
|
)
|
(
|
)
|
||||||
|
Gross profit
|
|
|
||||||||||
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Selling expenses
|
21(a)
|
|
(
|
)
|
(
|
)
|
||||||
|
General and administrative expenses
|
21(a)
|
|
(
|
)
|
(
|
)
|
||||||
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Research and development expenses
|
21(a)
|
|
(
|
)
|
(
|
)
|
||||||
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Listing fee
|
6(a)
|
|
|
(
|
)
|
|||||||
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Other operating income / (expenses)
|
21(b)
|
|
|
(
|
)
|
|||||||
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Other net gains / (losses)
|
21(c)
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|
(
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)
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|
|||||||
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Loss from operations
|
(
|
)
|
(
|
)
|
||||||||
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Finance income / (expenses)
|
21(d)
|
|
|
(
|
)
|
|||||||
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Loss before taxation
|
(
|
)
|
(
|
)
|
||||||||
|
Income tax benefits / (expenses)
|
24
|
(
|
)
|
|
||||||||
|
Loss for the periods
|
(
|
)
|
(
|
)
|
||||||||
|
Other comprehensive loss
|
||||||||||||
|
Loss for the periods
|
(
|
)
|
(
|
)
|
||||||||
|
Other comprehensive income for the periods
|
||||||||||||
|
Item that may be reclassified to profit or loss
|
||||||||||||
|
- Exchange differences on translation of financial statements
|
|
|
||||||||||
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Other comprehensive income for the periods, net of tax
|
|
|
||||||||||
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Total comprehensive loss for the periods
|
(
|
)
|
(
|
)
|
||||||||
|
Loss per share (basic and diluted)
|
26
|
(
|
)
|
(
|
)
|
|||||||
|
Weighted average number of shares outstanding (thousand shares) (basic and diluted)
|
26
|
|
|
|||||||||
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
F - 3
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
(UNAUDITED)
(Amounts in tables are stated in thousands of U.S. Dollar)
|
Share Capital
|
Treasury Shares
|
Retained Earnings /
(Accumulated
Deficit)
|
Exchange
Reserve
|
Other Reserve
|
Total Equity
|
|||||||||||||||||||
|
Balance at January 1, 2024
|
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
|||||||||||||||
|
Loss for the period
|
|
|
(
|
)
|
|
|
(
|
)
|
||||||||||||||||
|
Other comprehensive income
|
|
|
|
|
|
|
||||||||||||||||||
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Share-based payments
|
|
|
|
|
|
|
||||||||||||||||||
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Issuance of shares for exercise of share awards
|
|
|
|
|
|
|
||||||||||||||||||
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Cancellation of treasury shares
|
|
|
|
|
(
|
)
|
|
|||||||||||||||||
|
Issuance of shares for cash, net of transaction costs
|
|
|
|
|
|
|
||||||||||||||||||
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Issuance of shares as consideration for the Norway Acquisition
|
|
|
|
|
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|
||||||||||||||||||
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Issuance of share options as consideration for the Norway Acquisition
|
|
|
|
|
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|
||||||||||||||||||
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Balance at June 30, 2024
|
|
|
(
|
)
|
(
|
)
|
|
|
||||||||||||||||
|
Balance at January 1, 2023
|
|
|
|
(
|
)
|
|
|
|||||||||||||||||
|
Issuance of shares through Business Combination
|
|
|
|
|
|
|
||||||||||||||||||
|
Loss for the period
|
|
|
(
|
)
|
|
|
(
|
)
|
||||||||||||||||
|
Other comprehensive income
|
|
|
|
|
|
|
||||||||||||||||||
|
Share-based payments
|
|
|
|
|
|
|
||||||||||||||||||
|
Balance at June 30, 2023
|
|
|
(
|
)
|
(
|
)
|
|
|
||||||||||||||||
* Amount less than US$1,000
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
F - 4
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
(UNAUDITED)
(Amounts in tables are stated in thousands of U.S. Dollar)
|
Periods ended June 30,
|
||||||||
|
2024
|
2023
|
|||||||
| Cash flows from operating activities |
||||||||
|
Cash used in operating activities:
|
(
|
)
|
(
|
)
|
||||
|
Interest paid on leases
|
(
|
)
|
(
|
)
|
||||
|
Interest paid on convertible debt
|
(
|
)
|
(
|
)
|
||||
|
Interest received
|
|
|
||||||
|
Income tax paid
|
(
|
)
|
(
|
)
|
||||
|
Net cash used in operating activities
|
(
|
)
|
(
|
)
|
||||
|
Cash flows from investing activities
|
||||||||
|
Purchase of property, plant and equipment, investment properties and intangible assets
|
(
|
)
|
(
|
)
|
||||
|
Purchase of mining machines
|
(
|
)
|
(
|
)
|
||||
|
Purchase of financial assets at fair value through profit or loss
|
(
|
)
|
(
|
)
|
||||
|
Proceeds from disposal of financial assets at fair value through profit or loss
|
|
|
||||||
|
Lending to a third party
|
|
(
|
)
|
|||||
|
Proceeds from disposal of property, plant and equipment
|
|
|
||||||
|
Proceeds from disposal of cryptocurrencies
|
|
|
||||||
|
Cash paid for the Norway Acquisition, net of cash acquired
|
(
|
)
|
|
|||||
|
Net cash generated from investing activities
|
|
|
||||||
|
Cash flows from financing activities
|
||||||||
|
Capital element of lease rentals paid
|
(
|
)
|
(
|
)
|
||||
|
Net payment related to Business Combination
|
|
(
|
)
|
|||||
|
Proceeds from issuance of shares for exercise of share rewards
|
|
|
||||||
|
Proceeds from issuance of ordinary shares and warrants, net of transaction costs
|
|
|
||||||
|
Payment for future issuance costs
|
(
|
)
|
|
|||||
|
Net cash generated from / (used in) financing activities
|
|
(
|
)
|
|||||
|
Net increase / (decrease) in cash and cash equivalents
|
|
(
|
)
|
|||||
|
Cash and cash equivalents at January 1
|
|
|
||||||
|
Effect of movements in exchange rates on cash and cash equivalents held
|
(
|
)
|
(
|
)
|
||||
|
Cash and cash equivalents at June 30
|
|
|
||||||
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
F - 5
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
1. ORGANIZATION
General information
Bitdeer Technologies Group (the “Company” or “BTG”) is a limited liability company incorporated in the Cayman Islands on December 8, 2021. The
address of its registered office is 89 Nexus Way, Camana Bay, Grand Cayman KY1-9009, Cayman Islands. The Company was incorporated for the purpose of effectuating the Business Combination (as defined below). See Note 6(a). Prior to Business
Combination, the Company owned no material assets and did not operate any business.
Bitdeer Technologies Holding Company (“Bitdeer”) is a limited liability company incorporated in the Cayman Islands on November 18, 2020. On April
13, 2023, Bitdeer completed the business combination with Blue Safari Group Acquisition Corp. (“BSGA”) via a multiple-merger structure (the “Business Combination”). Upon completion of the Business Combination,
with Bitdeer being the surviving entity, both Bitdeer and its subsidiaries, and BSGA became wholly-owned subsidiaries of BTG, the ultimate holding company. BTG is listed on Nasdaq Capital Market and
commenced trading under symbol “BTDR”.
The Company and its subsidiaries (together, the “Group”) are principally engaged in the Cloud Hash Rate business, the self-mining business and
the hosting business (collectively, the “Bitdeer Business”) as discussed in the Annual Financial Statements (defined below). The Company does not conduct any substantive operations of its own but conducts its primary business operation through its
subsidiaries.
2. BASIS OF PREPARATION
The interim financial information for the six months ended June 30, 2024 (“Interim Financial Information”) has been prepared in accordance with the
same accounting policies adopted in the Group’s consolidated financial statements for the years ended December 31, 2023, 2022 and 2021 (“Annual Financial Statements”).
The Interim Financial Information comprises condensed consolidated statements of financial position, condensed consolidated statements of operations
and comprehensive loss, condensed consolidated statements of changes in equity, condensed consolidated statements of cash flows, and notes to the condensed consolidated financial statements for the six months ended June 30, 2024. The Interim
Financial Information has not been audited.
The Interim Financial Information has been prepared in accordance with International Accounting Standard (“IAS”) 34 ‘Interim Financial Reporting’
issued by the International Accounting Standards Board and should be read in conjunction with the Annual Financial Statements, which have been prepared in accordance with International Financial Reporting Standards as issued by International
Accounting Standards Board (“IFRS as issued by IASB”). The preparation of an interim financial information in conformity with IAS 34 requires management to make judgements, estimates and assumptions that affect the application of policies and
reported amounts of assets and liabilities, income and expenses on a year-to-date basis. Actual results may differ from these estimates.
This Interim Financial Information contains selected explanatory notes. The notes include an explanation of events and transactions that are
significant to an understanding of the changes in financial position and performance of the Group for the six months ended on June 30, 2024. The Interim Financial Information and notes thereon do not include all of the information required for a
full set of financial statements prepared in accordance with IFRSs.
3. SIGNIFICANT ACCOUNTING POLICIES
The accounting policies applied in the Interim Financial Information are the same as those applied in the Annual Financial Statements. The Group
also discloses accounting policies described below related to transactions that occurred during the six months ended June 30, 2024, which did not exist during the periods covered by the Annual Financial Statements.
F - 6
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| a. |
Business Combinations
|
Business combinations are accounted for under IFRS 3 using the acquisition method as of the acquisition date, which is the date on which the Group
obtains control of the acquiree. Under the acquisition method, the Group allocates the excess of the consideration transferred over the fair value of identifiable net assets acquired to goodwill. A bargain purchase gain will be recognized under the
circumstance where the consideration transferred is less than the identified net assets acquired. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition date fair values
of assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interest issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognized in profit or
loss as incurred. Identifiable assets acquired and liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date.
| b. |
Goodwill
|
Goodwill arising from business combination is not amortized and tested for impairment annually, or more frequently if events or changes in
circumstances indicate that it might be impaired and is carried at cost less accumulated impairment losses.
Goodwill is allocated to each of the cash-generating units (“CGUs”), or groups of CGUs, that are expected to benefit from the synergies of the
business combination, using a relative value method. The units or groups of units are identified at the lowest level at which goodwill is monitored for internal management purposes.
An impairment loss is recognized to the extent that the carrying value of goodwill exceeds the recoverable amount, which is the higher of fair
value less costs of disposal and value in use. The impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each
asset in a CGU. An impairment loss recognized for goodwill is not reversed in a subsequent period.
| c. |
Inventories
|
Inventories, consisting of raw materials, work in process and finished goods, which are stated at the lower of cost and net realizable value.
Cost is calculated using the standard cost method and comprises all costs of purchase, costs of conversion, and other costs incurred in bringing the inventories to their present location and condition. Net realizable value is the estimated selling
price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.
At each reporting date, inventories are reviewed for obsolescence, damage, or slow-moving stock. A write-down is recorded as the cost of revenue
if the carrying amount exceeds the estimated net realizable value. The amount of any reversal of any write-down of inventories is recognized as a reduction in the amount of inventories recognized in the period in which the reversal occurs.
| d. |
Financial Instruments
|
Financial liabilities
Financial liabilities are classified and measured either at amortized cost using effective interest method or at fair value
through profit or loss. Financial liabilities are classified as at fair value through profit or loss when the financial liability is either held for trading or is designated as at fair value through profit or loss.
Financial liabilities at fair value through profit or loss are stated at fair value, with any gains or losses arising on remeasurement recognized
in profit or loss.
Financial liabilities other than those held for trading purposes and designated as at fair value through profit or loss are subsequently measured
at amortized cost at the end of each reporting period.
F - 7
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Derecognition of financial liabilities
The Group derecognizes financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or they expire. The
difference between the carrying amount of the financial liabilities derecognized and the consideration paid and payable is recognized in profit or loss.
Derivative liabilities
The Group accounts for financial instruments, such as warrants, as either equity-classified or liability-classified instruments based on an
assessment of the specific terms of the instrument and applicable authoritative guidance in accordance with IAS 32.
Warrants issued by the Group that provide for potential adjustments to the exercise price or number of shares in response to, among other events,
future equity issuances, result in the Group’s obligation to issue variable number of shares in exchange for a fixed total consideration. These warrants are classified as derivative liabilities which are measured at fair value at the issuance date
and subsequently remeasured at each reporting date, with changes in fair value recognized in the profit or loss.
For each reporting period, any changes in the fair value of the derivative liabilities are recognized in other net gains / (losses). The Group
classifies derivative liabilities within Level 3 of the fair value hierarchy due to the use of unobservable inputs in the valuation process.
| e. |
Changes in accounting policies and newly adopted accounting policies
|
The Group has applied the following amendments to IFRSs issued by the IASB to this interim financial report for the current accounting period:
• 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
• Amendments to IAS 7 and IFRS 7, Supplier Finance Arrangements
None of these amendments have had a material effect on how the Group’s results and financial position for the current or prior periods have been
prepared or presented in this interim financial report. The Group has not applied any new standard or interpretation that is not yet effective for the current accounting period.
| f. |
Standards and interpretations effective but not yet adopted
|
The following standards apply to the preparation of sustainability reports and are effective for annual reporting periods beginning on or after
January 1, 2024. The authority of the Company’s jurisdiction has not yet mandated these standards; however, the Company is continuing to review the impact of the standards on its financial reporting.
• IFRS S1, General Requirements for Disclosure of Sustainability-related Financial Information
• IFRS S2, Climate-related Disclosures
Certain other new accounting standards and
interpretations have been published that are not mandatory for the reporting periods presented and have not been early adopted by the Group. Those standards are not expected to have a material impact on the Group in the current or future reporting
periods and on foreseeable future transactions.
4. USE OF JUDGMENTS AND ESTIMATES
In preparing the Interim Financial Information, management has made judgements and estimates that affect the application of accounting policies and
the reported amounts of assets and liabilities, profit and loss. Estimates and judgments are continuously evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable
under the circumstances.
F - 8
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates may not be equal to the related actual results.
The significant judgement made by management in applying the Group’s accounting policies and key sources of estimation uncertainty were the same as those described in the Annual Financial Statements, with additional estimates applied during the
interim period as follows:
Identified intangible assets acquired from business combinations
The identified intangible assets acquired from business combinations typically do not have observable prices and measuring their fair values
typically involves the use of valuation models and unobservable inputs that are subject to significant estimates and assumptions. These estimates and assumptions can include, among others, the cash flows that an asset is expected to generate in the
future and discount rates. The Group believes the estimates applied to be based on reasonable assumptions, but which are inherently uncertain and, as a result, actual results may differ from estimates.
Impairment of indefinite-lived intangible assets and goodwill
Fair value of indefinite-lived intangible assets and goodwill is estimated to determine the recoverable amount in an impairment test. The
determination of fair value requires the use of estimates in respect of forecast cash flows, discount rates and other management judgements. The Group believes the estimates applied to be based on reasonable
assumptions, but which are inherently uncertain and, as a result, actual results may differ from estimates.
5. FINANCIAL RISK MANAGEMENT AND FAIR VALUES OF FINANCIAL INSTRUMENTS
Financial risk factors
The Group is exposed to various market risks including cryptocurrency risk, interest rate risk, investment risk and foreign currency risk, as well
as credit risk and liquidity risk associated with financial assets and liabilities. The Group has designed and implemented various risk management strategies, which are the same as those discussed in the Annual Financial Statements, to ensure the
exposure to these risks is consistent with its risk tolerance and business objectives.
Liquidity risk
The following is the maturity profile of the Group’s financial liabilities which expose the Group to liquidity risk based on contractual
undiscounted payments:
|
At June 30, 2024
|
||||||||||||||||||||||||
|
In thousands of USD
|
Within 1
year or on
demand
|
More than
1 year but
less than 2
years
|
More than
2 years but
less than 5
years
|
More
than 5
years
|
Total
|
Carrying
amount at
June 30
|
||||||||||||||||||
|
Trade payables
|
|
|
|
|
|
|
||||||||||||||||||
|
Other payables and accruals
|
|
|
|
|
|
|
||||||||||||||||||
|
Amounts due to a related party
|
|
|
|
|
|
|
||||||||||||||||||
|
Borrowings
|
|
|
|
|
|
|
||||||||||||||||||
|
Lease liabilities
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||
|
At December 31, 2023
|
||||||||||||||||||||||||
|
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
|
|
|
|
|
|
|
||||||||||||||||||
|
Other payables and accruals
|
|
|
|
|
|
|
||||||||||||||||||
|
Amounts due to a related party
|
|
|
|
|
|
|
||||||||||||||||||
|
Borrowings
|
|
|
|
|
|
|
||||||||||||||||||
|
Lease liabilities
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||
F - 9
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. Fair values are estimated at a specific point in time, by discounting expected cash flows at rates for assets and liabilities of the same remaining maturities and conditions. These estimates are subjective in
nature and involve uncertainties and significant judgment, and therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation techniques:
|
•
|
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.
|
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when
measuring fair value.
As of June 30, 2024 and December 31, 2023, except for the investments in financial assets at fair value through profit or loss,
cryptocurrency-settled receivables and payables, USDC, and derivative liabilities, substantially all of the Group’s financial assets and financial liabilities are carried at amortized costs and the carrying amounts approximate their fair values.
The fair value of financial instruments traded in active markets is determined with reference to quoted market prices at the end of the reporting
period. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market
transactions on an arm’s length basis. These instruments are included in level 1.
The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation
techniques maximize the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required for evaluating the fair value of a financial instrument are observable, the
instrument is included in level 2. If one or more of the significant inputs are not based on observable market data, the instrument is included in level 3.
The Group’s finance department performs valuations of financial instruments. The finance department reports directly to the chief financial officer
and discusses valuation processes and results with the chief financial officer in order to comply with the Group’s accounting and reporting requirements.
The valuation procedures applied include consideration of recent transactions in the same security or financial instrument, recent financing of the
investee companies, economic and market conditions, current and projected financial performance of the investee companies, and the investee companies’ management team as well as potential future strategies to realize the investments. Certain
information used in the valuation procedures is obtained through the assistance of independent third-party valuation firm.
F - 10
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The fair value measurement hierarchy for the Group’s financial instruments measured at fair value is as follows:
|
In thousands of USD
|
Valuation technique(s) and
key input
|
June 30, 2024
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||
|
USDC
|
Quoted price
|
|
|
|
|
||||||||||||
|
Cryptocurrency-settled receivables
|
Quoted price
|
|
|
|
|
||||||||||||
|
Investment A, B, D, and E in unlisted equity instrument
|
Net asset value
|
|
|
|
|
||||||||||||
|
Investment F, I and J in unlisted equity instrument
|
Recent transaction price
|
|
|
|
|
||||||||||||
|
Investment C in unlisted equity instrument
|
Market calibration method
|
|
|
|
|
||||||||||||
|
Investment G in unlisted debt instrument
|
Net asset value
|
|
|
|
|
||||||||||||
|
Investment H in unlisted debt instrument
|
Recent transaction price
|
|
|
|
|
||||||||||||
|
Cryptocurrency-settled payables
|
Quoted price
|
|
|
|
|
||||||||||||
|
Derivative liabilities
|
Option pricing model
|
|
|
|
|
||||||||||||
|
In thousands of USD
|
Valuation technique(s) and
key input
|
December 31, 2023
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||
|
USDC
|
Quoted price
|
|
|
|
|
||||||||||||
|
Cryptocurrency-settled receivables
|
Quoted price
|
|
|
|
|
||||||||||||
|
Investment A, B, D and E in unlisted equity instrument
|
Net asset value
|
|
|
|
|
||||||||||||
|
Investment F in unlisted equity instrument
|
Recent transaction price
|
|
|
|
|
||||||||||||
|
Investment C in unlisted equity instrument
|
Market calibration method
|
|
|
|
|
||||||||||||
|
Investment G in unlisted debt instrument
|
Net asset value
|
|
|
|
|
||||||||||||
|
Investment H in unlisted debt instrument
|
Recent transaction price
|
|
|
|
|
||||||||||||
|
Cryptocurrency-settled payables
|
Quoted price
|
|
|
|
|
||||||||||||
During the periods ended June 30, 2024 and 2023, there was no
The following table presents the changes in level 3 financial instruments for the periods ended June 30, 2024 and 2023:
|
In thousands of USD
|
Unlisted equity
instruments and
debt
instruments
|
Derivative
liabilities
|
||||||
|
At January 1, 2024
|
|
|
||||||
|
Additions
|
|
|
||||||
|
Disposals
|
|
|
||||||
|
Net fair value changes recognized in profit or loss
|
|
|
||||||
|
At June 30, 2024
|
|
|
||||||
|
At January 1, 2023
|
|
|
||||||
|
Additions
|
|
|
||||||
|
Disposals
|
(
|
)
|
|
|||||
|
Net fair value changes recognized in profit or loss
|
|
|
||||||
|
At June 30, 2023
|
|
|
||||||
6. BUSINESS COMBINATION
| (a) |
Business combination between BTG, Bitdeer and BSGA (the “Business Combination”)
|
On December 15, 2021, Bitdeer entered into an Amended and Restated Agreement and Plan of Merger, which was subsequently amended on May 30, 2022,
December 2, 2022 and March 7, 2023 (the “Merger Agreement”), pursuant to which BTG, Bitdeer and BSGA entered into a Business Combination transaction via a multiple-merger structure, where (i) Blue Safari Merge Limited, a British Virgin Islands
business company and a wholly-owned subsidiary of BTG merged with and into BSGA, with BSGA being the surviving entity, (ii) BSGA merges with and into Blue Safari Merge II Limited, a British Virgin Islands business company and a wholly-owned
subsidiary of BTG, with Blue Safari Merge II Limited being the surviving entity, and (iii) Bitdeer Merge Limited, an exempted company with limited liability incorporated under the laws of Cayman Islands and a direct wholly-owned subsidiary of BTG,
merged into and with Bitdeer, with Bitdeer being the surviving company and becoming a wholly-owned subsidiary of BTG.
On April 13, 2023, the Business Combination was completed in accordance with the Merger Agreement. Upon completion of the Business Combination, (i)
each ordinary share of BSGA issued and outstanding were cancelled in exchange for one BTG Class A ordinary shares, of which 2,607,498 Class A ordinary shares were issued, (ii) each ordinary share and preferred share of Bitdeer issued and outstanding were cancelled in exchange
for BTG Class A ordinary shares, and, in the case of the ordinary share and preferred share of Bitdeer held by Jihan Wu, founder of Bitdeer, or the entity controlled by him, namely Victory Courage Limited, BTG Class V ordinary shares, at an
exchange ratio of approximately 0.00858 , of which 60,281,185 BTG Class A ordinary shares and 48,399,922 Class V ordinary shares were issued, (iii) each
share award to acquire ordinary shares of Bitdeer granted under Bitdeer’s 2021 Share Incentive Plan outstanding, whether vested or unvested, were assumed by BTG and converted into a share award representing the same rights to receive BTG Class A
ordinary shares, except that the number of BTG Class A ordinary shares subject to such share awards shall equal to the product of (A) the number of Bitdeer ordinary shares that were subject to such Bitdeer share awards, multiplied by (B) an
exchange ratio of approximately 0.00858 .
F - 11
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The share capital, other reserve, weighted average number of shares outstanding and loss per share calculations have been retrospectively
restated to the equivalent number of shares reflecting the exchange ratio as a result of the Business Combination.
The Business Combination is accounted for as a “reverse recapitalization” in accordance with IFRS as issued by IASB, as defined below. Under this
method of accounting, Bitdeer has been identified as the acquirer and BSGA and BTG have been treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the fact that subsequent to the Business
Combination, Bitdeer’s shareholders have a majority of the voting power of the Company, Bitdeer comprises all of the ongoing operations of the combined company, Bitdeer comprises a majority of the governing body of the combined company, and
Bitdeer’s senior management comprises all of the senior management of the combined company. As BSGA does not meet the definition of a business as defined in IFRS 3, “Business Combinations”, the transaction is outside the scope of IFRS 3 and is
accounted for as an equity settled, share-based payment transaction in accordance with IFRS 2, “Share-based Payment”. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Bitdeer issuing ordinary shares at
the fair value in order for the ownership interest in the combined entity to be the same as if the transaction had taken the legal form of Bitdeer acquiring 100 % of BSGA and BTG, accompanied by a recapitalization. Any difference between the fair value of the ordinary shares deemed to have been issued by Bitdeer and the amount of pre-existing debtor relationship between
Bitdeer and BSGA, and the fair value of BSGA’s and BTG’s net liabilities assumed represents a listing fee through profit or loss. No
As a result of this reverse recapitalization, a listing fee of US$33.2 million has been recorded to reflect the difference between the fair value of ordinary shares deemed to be issued to the shareholders of BSGA, the settlement of pre-existing debtor
relationship with BSGA, and the fair value of net liabilities of BSGA and BTG assumed. Bitdeer’s transaction-related costs of US$8.0
million, such as commissions, professional fees and regulatory fees are directly attributable to this transaction were recorded in equity as a deduction of other reserve. Net payment related to Business Combination is US$7.7 million, which comprises of the transaction-related costs of US$8.0 million offset against with cash and cash equivalents of US$0.3 million acquired.
The details of the purchase price allocation of the identifiable assets acquired and liabilities assumed are as follows:
|
At April 13, 2023
|
||||
|
In thousands of USD, except for the closing price of BSGA’s share and the number of ordinary shares information
|
||||
|
Number of outstanding ordinary shares held by BSGA’s shareholders on acquisition date (thousand shares)
|
|
|||
|
Closing price of BSGA’s ordinary shares on acquisition date (in USD)
|
|
|||
|
Fair value of BSGA’s ordinary shares on acquisition date
|
|
|||
|
Settlement of pre-existing debtor relationship with BSGA*
|
|
|||
|
Total fair value of consideration transferred
|
|
|||
|
Fair value of assets acquired and liabilities assumed:
|
||||
|
Cash and cash equivalents
|
|
|||
|
Prepayments and other assets
|
|
|||
|
Other payables and accruals
|
(
|
)
|
||
|
Total fair value of assets acquired and liabilities assumed
|
(
|
)
|
||
|
Excess of fair value of consideration transferred over fair value of assets acquired and liabilities assumed, recognized as listing fee
|
|
|||
* Settlement of pre-existing
debtor relationship with BSGA represent lending made to BSGA.
F - 12
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| (b) |
Acquisition of Troll Housing AS and Tydal Data Center AS (the “Norway Acquisition”)
|
In April 2024, the Group entered into a share purchase agreement with Renol Invest AS and Bryhni.com AS, the owners of both Troll Housing AS and
Tydal Data Center AS (collectively, the “Target Companies” or “Troll and Tydal”), to purchase 100 % of the equity interest in the Target
Companies. Troll and Tydal are private limited liability companies incorporated in Norway, and conduct business for the management and operation of datacenters. The acquisition closed on April 15, 2024 (the “acquisition date”).
The Group accounted for the acquisition as a business combination under IFRS 3, using the acquisition method.
The details of the purchase consideration, the net assets acquired, and goodwill are as follows:
|
In thousands of USD
|
At April 15, 2024
|
|||
|
Purchase consideration
|
||||
|
Cash consideration paid
|
|
|||
|
Senior secured notes (1)
|
|
|||
|
|
|
|||
|
Class A ordinary share call options (3)
|
|
|||
|
Total purchase consideration
|
|
|||
|
Settlement of pre-existing debtor relationship with the Target Companies (4)
|
(
|
)
|
||
|
Fair value of consideration transferred
|
|
|||
| (1) |
|
| (2) |
|
| (3) |
|
|
At April 15, 2024
|
||||
|
Share price
|
|
|||
|
Dividend yield (%)
|
|
|||
|
Expected volatility (%)
|
|
%
|
||
|
Risk-free interest rate (%)
|
|
%
|
||
| (4) |
|
For financial reporting purposes, the fair value of the net assets acquired from the Target Companies is based on their financial statements as of
March 31, 2024, which is the most recent financial statement available at the time of the fair value assessment on the acquisition date. There were no material transactions occurred between March 31, 2024 and the acquisition date.
F - 13
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The assets and liabilities recognized as a result of the acquisition are as follows:
|
In thousands of USD
|
||||
|
Fair value of assets acquired and liabilities assumed
|
||||
|
Cash and cash equivalents
|
|
|||
|
Trade receivables
|
|
|||
|
Prepayments and other assets
|
|
|||
|
Right-of-use assets
|
|
|||
|
Property, plant and equipment
|
|
|||
|
Identified intangible assets: rights to electricity capacity
|
|
|||
|
Deferred tax assets
|
|
|||
|
Trade payables
|
(
|
)
|
||
|
Other payables and accruals
|
(
|
)
|
||
|
Income tax payables
|
(
|
)
|
||
|
Lease liabilities
|
(
|
)
|
||
|
Deferred tax liabilities
|
(
|
)
|
||
|
Net identifiable assets acquired
|
|
|||
|
Goodwill
|
|
|||
|
Net assets acquired
|
|
|||
The fair value of the land at the acquisition date, of which the amount was included in property, plant and equipment, was measured using the sales
comparison method under the market approach with the assistance of an independent valuation specialist and amounted to US$1.1 million.
The rights to electricity capacity acquired in the business combination are recognized at fair value and the fair value at the acquisition date was
US$22.4 million using the multi-period excess earnings method under the income approach, with assistance from an independent valuation
specialist. The key inputs include operation projection and the discount rate. The rights to electricity capacity are granted by the Norwegian state and regional electricity grid operator and do not expire as long as they are being utilized. The
Group intends to fully utilize the capacity in its operations and considers this intangible asset to have indefinite useful lives. The intangible asset is tested for impairment annually or whenever there is an indication at the end of a reporting
period that the asset may be impaired.
The above goodwill is premarily attributable to the ability and experience in regional operations and cannot be recognized as separate intangible
assets. The Goodwill is not deductible for tax purposes.
Deferred tax liabilities relating to temporary differences between the tax bases and accounting bases of the assets acquired on the acquisition date
were recognized in an amount of US$5.1 million.
For the period from the acquisition date to June 30, 2024, the Target Companies contributed revenue and net income of and US$1.9 million, respectively. On
an unaudited pro forma basis, assuming this business combination had occurred on January 1, 2024, the Target Companies would have contributed revenue and net income of approximately and US$3.0 million for the period ended June 30, 2024. The Target Companies
generated revenue solely from providing services to the Group. The Group achieved cost and expense savings from the acquisition, as a result of retaining the margins the Target Companies would have charged if they were not acquired.
7. REVENUE AND CONTRACT BALANCES
The Group derives revenues in the following major categories:
|
Periods ended June 30,
|
||||||||
|
In thousands of USD
|
2024
|
2023
|
||||||
|
Self-mining
|
|
|
||||||
|
Cloud hash rate
|
||||||||
|
Hash rate subscription
|
|
|
||||||
|
Electricity subscription
|
|
|
||||||
|
Additional consideration from Cloud Hash Rate arrangements under acceleration mode
|
|
|
||||||
|
Sales of mining machines
|
|
|
||||||
|
Cloud hosting arrangements (2)
|
|
|
||||||
|
General hosting
|
|
|
||||||
|
Membership hosting
|
|
|
||||||
|
Others (1)
|
|
|
||||||
|
Total revenues
|
|
|
||||||
| (1) |
|
| (2) |
|
F - 14
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Revenue concentration for the six months ended June 30, 2024 and 2023 is as below:
|
Six months ended June 30,
|
||||||||
|
2024
|
2023
|
|||||||
|
Customer A
|
*
|
|
%
|
|||||
|
Customer B
|
|
%
|
*
|
|||||
* Less than 10
Contract assets and liabilities
A contract asset is recognized when the Group recognizes revenue before being unconditionally entitled to the consideration under the payment terms
set out in the contract. Contract assets are assessed for expected credit losses and are reclassified to receivables when the right to the consideration has become unconditional. As of June 30, 2024 and December 31, 2023, the Group did no
A contract liability is recognized when the customer pays consideration for goods or services before the Group recognizes the related revenue. A
contract liability would also be recognized if the Group has an unconditional right to receive non-refundable consideration before the Group recognizes the related revenue. In such cases, a corresponding receivable would also be recognized. As of
June 30, 2024 and December 31, 2023, the Group had contract liabilities, presented as deferred revenue and deferred revenue from a related party on the unaudited condensed consolidated statements of financial position, of approximately US$119.9 million and US$144.3 million.
Approximately US$33.1 million and US$29.2
million, included in the deferred revenue balances at January 1, 2024 and 2023, respectively, was recognized as revenue during the six months ended June 30, 2024 and 2023.
8. SEGMENT INFORMATION
As discussed in the Annual Financial Statements, the chief operating decision maker makes resources allocation decisions based on internal
management functions and assesses the Group’s business performance as one integrated business instead of by separate business lines or geographical regions. Accordingly, the Group has only one operating segment and therefore, no segment information is presented.
Disaggregated revenue data by geographical region in terms of the customer’s location within the operating segment is as follows:
|
Periods ended June 30,
|
||||||||
|
In thousands of USD
|
2024
|
2023
|
||||||
|
Singapore
|
|
|
||||||
|
Asia, excluding Singapore
|
|
|
||||||
|
North America
|
|
|
||||||
|
Europe
|
|
|
||||||
|
Others
|
|
|
||||||
|
Total
|
|
|
||||||
Selected assets of mining machines, property, plant and equipment, investment properties, right-of-use assets and intangible assets by
geographical region within the operating segment is as follows:
|
In thousands of USD
|
At June 30, 2024
|
At December 31, 2023
|
||||||
|
Singapore
|
|
|
||||||
|
Asia, excluding Singapore
|
|
|
||||||
|
North America
|
|
|
||||||
|
Europe
|
|
|
||||||
|
Total
|
|
|
||||||
F - 15
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
9. CASH, CASH EQUIVALENTS AND RESTRICTED CASH
The breakdown of cash and cash equivalents is as follows:
|
In thousands of USD
|
At June 30, 2024
|
At December 31, 2023
|
||||||
|
US dollar
|
|
|
||||||
|
Singapore dollar
|
|
|
||||||
|
Chinese renminbi
|
|
|
||||||
|
Norwegian krone
|
|
|
||||||
|
Euro
|
|
|
||||||
|
Hongkong dollar
|
|
|
||||||
|
Bhutan ngultrum
|
|
|
||||||
|
Total cash and cash equivalents by currency
|
|
|
||||||
|
Restricted cash
|
|
|
||||||
|
Total restricted cash
|
|
|
||||||
As of June 30, 2024 and December 31, 2023, the Group owned short-term deposits, which were classified as cash equivalents, in an amount of
approximately US$58.8 million with maturities in July 2024 and US$12.4 million with maturities in January 2024 , and interest ranging from 2.90 %
to 5.27 % and 2.40 % to 4.80 %, respectively.
The Group’s restricted cash primarily relates to the application of standby letters of credit (“SLC”). The
SLCs provide the beneficiaries, which are the service providers, the ability to draw from the banks for a designated maximum aggregate amount (the “Draw Amount”). The details of SLCs are as follows:
|
At June 30, 2024
|
At December 31, 2023
|
|||||||
|
Draw Amount (In thousands of USD)
|
|
|
||||||
|
Range of expiration dates
|
|
|
||||||
The amount and expiration dates of the SLCs are amended, from time to time, by the Group and beneficiaries, as a result of the amendments to the
associated service agreements. In connection with the issuance of the SLCs, the banks held the Group’s cash balance equal to the Draw Amount as security. As of June 30, 2024 and December 31, 2023, none
10. CRYPTOCURRENCIES
As of June 30, 2024 and December 31, 2023, the Group’s cryptocurrencies consist of the following:
|
In thousands of USD
|
At June 30, 2024
|
At December 31, 2023
|
||||||
|
Cryptocurrencies other than USDC
|
|
|
||||||
|
USDC
|
|
|
||||||
|
Total cryptocurrencies
|
|
|
||||||
The details of cryptocurrencies are as follows:
|
Periods ended June 30,
|
||||||||
|
In thousands of USD
|
2024
|
2023
|
||||||
|
Cost:
|
||||||||
|
Beginning balances
|
|
|
||||||
|
Additions
|
|
|
||||||
|
Disposals
|
(
|
)
|
(
|
)
|
||||
|
Ending balances
|
|
|
||||||
|
Impairment:
|
||||||||
|
Beginning balances
|
(
|
)
|
(
|
)
|
||||
|
Additions
|
(
|
)
|
|
|||||
|
Disposals
|
|
|
||||||
|
Ending balances
|
(
|
)
|
(
|
)
|
||||
|
Net book value:
|
||||||||
|
Beginning balances
|
|
|
||||||
|
Ending balances
|
|
|
||||||
F - 16
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The supplemental information of cryptocurrencies other than USDC is as follows:
|
Periods ended June 30,
|
||||||||
|
In thousands of USD
|
2024
|
2023
|
||||||
|
Cost:
|
||||||||
|
Beginning balances
|
|
|
||||||
|
Additions
|
|
|
||||||
|
Disposals
|
(
|
)
|
(
|
)
|
||||
|
Ending balances
|
|
|
||||||
|
Impairment:
|
||||||||
|
Beginning balances
|
(
|
)
|
(
|
)
|
||||
|
Additions
|
(
|
)
|
|
|||||
|
Disposals
|
|
|
||||||
|
Ending balances
|
(
|
)
|
(
|
)
|
||||
|
Net book value:
|
||||||||
|
Beginning balances
|
|
|
||||||
|
Ending balances
|
|
|
||||||
The management’s estimates of impairment provision of cryptocurrencies other than USDC are made based on the current market prices
of cryptocurrencies as of each balance sheet date. Fluctuations in the market price of cryptocurrencies after the balance sheet date are not considered in determining the provision for impairment of cryptocurrencies other than USDC.
F - 17
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
11. PREPAYMENTS AND OTHER ASSETS
The breakdown of prepayments and other assets is as follows:
|
In thousands of USD
|
At June 30, 2024
|
At December 31, 2023
|
||||||
|
Prepayments to suppliers
|
|
|
||||||
|
Deposits (1)
|
|
|
||||||
|
Inventories (2)
|
||||||||
|
Raw materials
|
|
|
||||||
|
Work-in-progress
|
|
|
||||||
|
Finished goods
|
|
|
||||||
|
Deductible input value-added tax
|
|
|
||||||
|
Prepayments of income tax
|
|
|
||||||
|
Others
|
|
|
||||||
|
Total
|
|
|
||||||
| (1) |
|
| (2) |
|
During the periods ended June 30, 2024 and 2023, the Group did no
12. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
The breakdown of financial assets at fair value through profit or loss is as follows:
|
In thousands of USD
|
At June 30, 2024
|
At December 31, 2023
|
||||||
|
Investments in unlisted equity instruments
|
||||||||
|
- Investment A
|
|
|
||||||
|
- Investment B
|
|
|
||||||
|
- Investment C
|
|
|
||||||
|
- Investment D – investment in a limited partnership set up by Matrixport Group (1)
|
|
|
||||||
|
- Investment E
|
|
|
||||||
|
- Investment F
|
|
|
||||||
|
- Investment I
|
|
|
||||||
|
- Investment J
|
|
|
||||||
|
Investments in unlisted debt instruments
|
||||||||
|
- Investment G
|
|
|
||||||
|
- Investment H
|
|
|
||||||
|
Total
|
|
|
||||||
| (1) |
|
The above investments in unlisted debt and equity instruments at June 30, 2024 and December 31, 2023 were investments in funds and privately-held
enterprises. These financial assets at fair value through profit or loss are measured at fair value using Levels 3 inputs with the assistance of an independent valuation specialist. Refer to Note 5 for more information. The Group does not have
control or significant influence over the funds or privately-held enterprises.
F - 18
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
13. MINING MACHINES
The details of mining machines are as follows:
|
In thousands of USD
|
Mining Machines
|
|||
|
Cost:
|
||||
|
At January 1, 2024
|
|
|||
|
Additions
|
|
|||
|
At June 30, 2024
|
|
|||
|
Accumulated depreciation:
|
||||
|
At January 1, 2024
|
(
|
)
|
||
|
Charge for the period
|
(
|
)
|
||
|
At June 30, 2024
|
(
|
)
|
||
|
Impairment:
|
||||
|
At January 1, 2024
|
(
|
)
|
||
|
At June 30, 2024
|
(
|
)
|
||
|
Net book value:
|
||||
|
At June 30, 2024
|
|
|||
|
Cost:
|
||||
|
At January 1, 2023
|
|
|||
|
Additions
|
|
|||
|
Disposals
|
(
|
)
|
||
|
At June 30, 2023
|
|
|||
|
Accumulated depreciation:
|
||||
|
At January 1, 2023
|
(
|
)
|
||
|
Charge for the period
|
(
|
)
|
||
|
Disposals
|
|
|||
|
At June 30, 2023
|
(
|
)
|
||
|
Impairment:
|
||||
|
At January 1, 2023
|
(
|
)
|
||
|
At June 30, 2023
|
(
|
)
|
||
|
Net book value:
|
||||
|
At June 30, 2023
|
|
|||
F - 19
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
14. PROPERTY, PLANT AND EQUIPMENT
The details of property, plant and equipment are as follows:
|
In thousands of USD
|
Construction in progress
|
Building
|
Land
|
Machinery
|
Electronic equipment
|
Leasehold improvements and property improvements
|
Others
|
Total
|
||||||||||||||||||||||||
|
Cost:
|
||||||||||||||||||||||||||||||||
|
At January 1, 2024
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Additions
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Acquired through the Norway Acquisition (Note 6(b))
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Construction in progress transferred in
|
(
|
)
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Disposals
|
|
|
|
(
|
)
|
(
|
)
|
|
(
|
)
|
(
|
)
|
||||||||||||||||||||
|
Exchange adjustments
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
At June 30, 2024
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Accumulated depreciation:
|
||||||||||||||||||||||||||||||||
|
At January 1, 2024
|
|
(
|
)
|
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||||
|
Charge for the period
|
|
(
|
)
|
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||||
|
Disposals
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
At June 30, 2024
|
|
(
|
)
|
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||||
|
Net book value:
|
||||||||||||||||||||||||||||||||
|
At June 30, 2024
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Cost:
|
||||||||||||||||||||||||||||||||
|
At January 1, 2023
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Additions
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Construction in progress transferred in
|
(
|
)
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Disposals
|
|
|
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
|||||||||||||||||||||
|
At June 30, 2023
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Accumulated depreciation:
|
||||||||||||||||||||||||||||||||
|
At January 1, 2023
|
|
(
|
)
|
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||||
|
Charge for the period
|
|
(
|
)
|
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||||
|
Disposals
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
At June 30, 2023
|
|
(
|
)
|
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||||
|
Net book value:
|
||||||||||||||||||||||||||||||||
|
At June 30, 2023
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Construction in progress primarily represents the construction of mining datacenters.
The Group had entered into contractual commitments, which was not recognized in payables, for the acquisition of property, plant
and equipment amounting to approximately US$12.8 million and US$7.5 million as of June 30, 2024 and December 31, 2023, respectively.
F - 20
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
15. INVESTMENT PROPERTIES
The details of investment properties are as follows:
|
In thousands of USD
|
Leasehold land
|
Building
|
Others
|
Total
|
||||||||||||
|
Cost:
|
||||||||||||||||
|
At January 1, 2024
|
|
|
|
|
||||||||||||
|
Additions
|
|
|
|
|
||||||||||||
|
Disposals
|
(
|
)
|
|
|
(
|
)
|
||||||||||
|
Exchange adjustments
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
At June 30, 2024
|
|
|
|
|
||||||||||||
|
Accumulated depreciation:
|
||||||||||||||||
|
At January 1, 2024
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Charge for the period
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Disposals
|
|
|
|
|||||||||||||
|
Exchange adjustments
|
|
|
|
|
||||||||||||
|
At June 30, 2024
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Net book value:
|
||||||||||||||||
|
At June 30, 2024
|
|
|
|
|
||||||||||||
|
Cost:
|
||||||||||||||||
|
At January 1, 2023
|
|
|
|
|
||||||||||||
|
Additions
|
|
|
|
|
||||||||||||
|
Exchange adjustments
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
At June 30, 2023
|
|
|
|
|
||||||||||||
|
Accumulated depreciation:
|
||||||||||||||||
|
At January 1, 2023
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Charge for the period
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Exchange adjustments
|
|
|
|
|
||||||||||||
|
At June 30, 2023
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Net book value:
|
||||||||||||||||
|
At June 30, 2023
|
|
|
|
|
||||||||||||
Leasehold land included in investment properties were right-of-use assets associated with leasehold land under operating leases
where the building was constructed on. See Note 17.
The Group leases the investment properties to its customers under operating leases for terms ranging from to 12 years, with an
option to extend for an additional lease term. The lease contracts contain market review clauses in the event that the lessees exercise their options to extend. The lessees do not have bargain purchase options to acquire the investment properties
at the expiry of the lease term.
The maturity analysis of lease payments receivable under operating leases of investment properties was as follows:
|
In thousands of USD
|
At June 30, 2024
|
|||
|
2024
|
|
|||
|
2025
|
|
|||
|
2026
|
|
|||
|
2027
|
|
|||
|
2028
|
|
|||
|
Thereafter
|
|
|||
|
Total
|
|
|||
The Group has no restrictions on the use of its investment properties and no contractual obligations to each investment property
purchased or for repairs, maintenance and enhancements.
The fair value of investment properties of the Group as of June 30, 2024 and December 31, 2023 was approximately US$35.4 million and US$36.4 million,
respectively, determined using the income approach based on the operation projection and the discount rate with the assistance of an independent valuation specialist. The fair value measurement of investment properties was considered as Level 3 in
the fair value hierarchy.
F - 21
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The Group did no
16. INTANGIBLE ASSETS AND GOODWILL
The details of intangible assets and goodwill are as follows:
|
In thousands of USD
|
Rights to electricity capacity
|
Patents, trademarks
and other
rights
|
Others
|
Total
intangible
assets
|
Goodwill
|
|||||||||||||||
|
Cost:
|
||||||||||||||||||||
|
At January 1, 2024
|
|
|
|
|
|
|||||||||||||||
|
Additions
|
|
|
|
|
|
|||||||||||||||
|
Acquired through the Norway Acquisition (Note 6(b))
|
|
|
|
|
|
|||||||||||||||
|
At June 30, 2024
|
|
|
|
|
|
|||||||||||||||
|
Accumulated amortization:
|
||||||||||||||||||||
|
At January 1, 2024
|
|
(
|
)
|
(
|
)
|
(
|
)
|
|
||||||||||||
|
Charge for the period
|
|
(
|
)
|
(
|
)
|
(
|
)
|
|
||||||||||||
|
At June 30, 2024
|
|
(
|
)
|
(
|
)
|
(
|
)
|
|
||||||||||||
|
Net book value:
|
||||||||||||||||||||
|
At June 30, 2024
|
|
|
|
|
|
|||||||||||||||
|
Cost:
|
||||||||||||||||||||
|
At January 1, 2023
|
|
|
|
|
|
|||||||||||||||
|
Additions
|
|
|
|
|
|
|||||||||||||||
|
At June 30, 2023
|
|
|
|
|
|
|||||||||||||||
|
Accumulated amortization:
|
||||||||||||||||||||
|
At January 1, 2023
|
|
(
|
)
|
(
|
)
|
(
|
)
|
|
||||||||||||
|
Charge for the period
|
|
(
|
)
|
(
|
)
|
(
|
)
|
|
||||||||||||
|
At June 30, 2023
|
|
(
|
)
|
(
|
)
|
(
|
)
|
|
||||||||||||
|
Net book value:
|
||||||||||||||||||||
|
At June 30, 2023
|
|
|
|
|
|
|||||||||||||||
The Group had entered into contractual commitments, which was not recognized in payables, for the acquisition of intangible assets amounting to and approximately US$8 ,000 as of
June 30, 2024 and December 31, 2023, respectively.
The Group did no
17. LEASES
The Group occupies most of its office premises and certain mining datacenters under lease arrangements, which generally have an initial lease term
between two years to 30 years .
Lease contracts are typically made for fixed periods but may have extension options. The Group accounts for lease and non-lease component separately, where the non-lease component is charged to expenses as they incur. Any extension options in these
leases have not been included in the lease liabilities unless the Group is reasonably certain to exercise the extension option. In addition, periods after termination options are only included in the lease term if the lease is reasonably certain
not to be terminated. The Group does not have an option to purchase these leased assets at the expiration of the lease periods.
The unaudited condensed consolidated statements of financial position show the following amounts relating to the right-of-use assets:
|
In thousands of USD
|
At June 30, 2024
|
At December 31, 2023
|
||||||
|
Right-of-use assets
|
||||||||
|
- Land and buildings
|
|
|
||||||
|
Investment properties
|
||||||||
|
- Leasehold land
|
|
|
||||||
F - 22
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Addition to the right-of-use assets and investment properties of leasehold land, including the increase in the right-of-use assets and investment
properties of leasehold land as a result of lease modification, for the six months ended June 30, 2024 and 2023, were approximately US$17.0
million and US$3.1 million, respectively. The balance of the investment properties leasehold land was included in investment properties.
See Note 15.
The Group has an obligation to complete the site restoration of its leased land held by Asia Freeport Holdings Pte. Ltd. and its subsidiaries (collectively,
“AFH”) in Singapore upon expiration of the lease for such land. The provision for the site restoration is updated annually. There is no material change for the provision for the site restoration for the six months ended June 30, 2024 and 2023.
The unaudited condensed consolidated statements of financial position show the following amounts relating to the lease liabilities:
|
In thousands of USD
|
At June 30, 2024
|
At December 31, 2023
|
||||||
|
Lease liabilities mature within 12 months
|
|
|
||||||
|
Lease liabilities mature over 12 months
|
|
|
||||||
|
Total lease liabilities*
|
|
|
||||||
* Lease liabilities in amount
of approximately US$4.0 million and US$4.6
million was related to the leasehold land included in the investment properties as of June 30, 2024 and December 31, 2023. See Note 15.
Amounts recognized in profit or loss:
|
Periods ended June 30,
|
||||||||
|
In thousands of USD
|
2024
|
2023
|
||||||
|
Depreciation expense of right-of-use assets
|
|
|
||||||
|
Interest expense*
|
|
|
||||||
|
Expense relating to variable payment leases
|
|
|
||||||
|
Expense relating to short-term leases
|
|
|
||||||
|
Loss on lease termination
|
|
|
||||||
|
Total
|
|
|
||||||
*The interest expense includes
the amount related to the leasehold land included in the investment properties for the periods ended June 30, 2024 and 2023, which was approximately US$0.1
The total cash outflow for leases, including capital element of lease rentals paid and interests paid on leases for the six months ended June 30, 2024 and 2023 was approximately US$4.3 million and US$3.9 million, respectively.
18. BORROWINGS
Borrowings consist of the following:
|
In thousands of USD
|
At June 30, 2024
|
At December 31, 2023
|
||||||
|
Convertible debt (1)
|
|
|
||||||
|
Senior secured notes (2)
|
|
|
||||||
|
Total
|
|
|
||||||
| (1) |
|
| (2) |
|
F - 23
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
19. DERIVATIVE LIABILITIES
As disclosed in Note 23, the Group issued Tether warrants to purchase up to 5,000,000 Class A ordinary shares at an exercise price of US$10.00 per share
and exercisable within one year in connection with the private placement with Tether in May 2024. The warrant includes repricing
adjustments for offerings at a price lower than the existing exercise price of the warrant and as a result, the Group has the obligation to issue a variable number of shares for a fixed total consideration upon exercise of the warrants.
The fair value of the warrant was determined using the binomial model, which is a type of option pricing model with
the assistance of an independent valuation specialist. Inputs to the model include assumptions about the expected volatility of the Group’s stock, the expected life of the warrants, the risk-free interest rate, and other factors.
The following table represents the movement of the warrant derivative liabilities:
|
In thousands of USD
|
||||
|
Balance as of January 1, 2024
|
|
|||
|
Issuance of warrant
|
|
|||
|
Change in fair value of derivative liabilities
|
|
|||
|
Balance as of June 30, 2024
|
|
|||
The following table provides the inputs used in the model for determining the value of the warrant derivative liabilities:
|
At June 30, 2024
|
Initial recognition - At
May 30, 2024
|
|||||||
|
Share price
|
|
|
||||||
|
Dividend yield (%)
|
|
|
||||||
|
Expected volatility (%)
|
|
%
|
|
%
|
||||
|
Risk-free interest rate (%)
|
|
%
|
|
%
|
||||
20. OTHER PAYABLES AND ACCRUALS
Other payables and accruals consist of the following:
|
In thousands of USD
|
At June 30, 2024
|
At December 31, 2023
|
||||||
|
Deposits from hosting customers
|
|
|
||||||
|
Payables for surtaxes
|
|
|
||||||
|
Accrued operating expenses
|
|
|
||||||
|
Payable to the former owners in Norway Acquisition (1)
|
|
|
||||||
|
Payables for staff-related costs
|
|
|
||||||
|
Restoration provision for leasehold land
|
|
|
||||||
|
Others
|
|
|
||||||
|
Total
|
|
|
||||||
| (1) |
|
Except for the deposits from hosting customers, which are repayable to customers based on their respective contractual arrangements, and restoration
provision for leasehold land, which is repayable upon the expiration of the lease, all other payables and accruals are expected to be settled within one year or are repayable on demand.
F - 24
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
21. EXPENSES BY NATURE AND OTHER INCOME AND EXPENSES ITEMS
(a) Expenses by nature
|
Periods ended June 30,
|
||||||||
|
In thousands of USD
|
2024
|
2023
|
||||||
|
Staff cost
|
||||||||
|
- Salaries, wages and other benefits
|
|
|
||||||
|
Share-based payment
|
|
|
||||||
|
Amortization
|
||||||||
|
- intangible assets
|
|
|
||||||
|
Depreciation
|
||||||||
|
- mining machines
|
|
|
||||||
|
- property, plant and equipment
|
|
|
||||||
|
- investment properties
|
|
|
||||||
|
- right-of-use assets
|
|
|
||||||
|
Electricity cost in operating mining machines
|
|
|
||||||
|
One-off incremental development expense
|
|
|
||||||
|
Cost of mining machines sold
|
|
|
||||||
|
Consulting service fee
|
|
|
||||||
|
Office expenses
|
|
|
||||||
|
Travel expenses
|
|
|
||||||
|
Insurance fee
|
|
|
||||||
|
Research and development technical service fees
|
|
|
||||||
|
Advertising expenses
|
|
|
||||||
|
Expenses of low-value consumables
|
|
|
||||||
|
Expenses of short-term leases
|
|
|
||||||
|
Logistic expenses
|
|
|
||||||
|
Expenses of variable payment lease
|
|
|
||||||
|
Others
|
|
|
||||||
|
Total cost of revenue, selling, general and administrative and research and development expenses
|
|
|
||||||
(b) Other operating income / (expenses)
|
Periods ended June 30,
|
||||||||
|
In thousands of USD
|
2024
|
2023
|
||||||
|
Net gains on disposal of cryptocurrencies
|
|
|
||||||
|
Change in fair value of cryptocurrency-settled receivables and payables
|
|
|
||||||
|
Reversal / (recognition) of impairment loss of cryptocurrencies
|
(
|
)
|
|
|||||
|
Net losses on disposal of mining machines
|
|
(
|
)
|
|||||
|
Others
|
(
|
)
|
|
|||||
|
Total
|
|
(
|
)
|
|||||
(c) Other net gains / (losses)
|
Periods ended June 30,
|
||||||||
|
In thousands of USD
|
2024
|
2023
|
||||||
|
Changes in fair value of financial assets at fair value through profit or loss
|
|
|
||||||
|
Net gains / (losses) on disposal of property, plant and equipment
|
|
(
|
)
|
|||||
|
Government grants
|
|
|
||||||
|
Change in fair value of derivative liabilities
|
(
|
)
|
|
|||||
|
Others
|
(
|
)
|
(
|
)
|
||||
|
Total
|
(
|
)
|
|
|||||
F - 25
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(d) Finance income / (expenses)
|
Periods ended June 30,
|
||||||||
|
In thousands of USD
|
2024
|
2023
|
||||||
|
Interest income
|
|
|
||||||
|
Cryptocurrency transaction service fee
|
(
|
)
|
(
|
)
|
||||
|
Loss on foreign currency transactions
|
(
|
)
|
(
|
)
|
||||
|
Interest expense on borrowings
|
(
|
)
|
(
|
)
|
||||
|
Interest on lease liabilities
|
(
|
)
|
(
|
)
|
||||
|
Others
|
(
|
)
|
(
|
)
|
||||
|
Total
|
|
(
|
)
|
|||||
22. SHARE-BASED PAYMENTS
In March 2023, the board of directors of BTG approved the 2023 Share Incentive Plan (the “2023 Plan”), which was effective upon the completion of
the Business Combination on April 13, 2023. Under the 2023 Plan, the Group is able to issue up to an aggregate of 21,877,912 Class A
ordinary shares to the designated recipients. In April 2023, the Group modified the expiration date of all outstanding share awards to be the anniversary from the date
of grant. The modification had no impact to the overall financial presentation. BTG granted a total of 1,276,418 shares awards
in two batches in January and April 2024 for the six months ended June 30, 2024, and a total of 401,434 shares awards in two batches in
January and April 2023 for the six months ended June 30, 2023, to the designated recipients under the 2023 Plan. Each share award grants an option for the recipient to purchase one 3.50
to US$9.86 and US$3.50 per
share for the six months ended June 30, 2024 and 2023, respectively. The majority of the share awards vest from to five years and certain share awards vest immediately upon issuance. The recipient shall continue to provide services to the Group by each vesting date.
All share awards granted expire on the anniversary from the date of grant.
In June 2023, the board of directors of BTG approved the 2023 Performance Share Plan (the “2023 Performance Plan”), which was effective in October
2023. Under the 2023 Performance Plan, the Group is able to issue up to an aggregate of 1,112,886 Class A ordinary shares to the
designated recipients. The number of Class A ordinary shares available for issuance under the 2023 Performance Plan could be subsequently adjusted to be no more than 11,128,861 based on the Group’s market capitalization as set forth in the 2023 Performance Plan. The Group did no t
issue any award under the 2023 Performance Plan for the six months ended June 30, 2024.
The following table illustrates the number of shares and weighted average exercise prices of, and movements in, share awards. For retrospective
presentation, the number of Bitdeer’s share awards have been scaled by the exchange ratio of approximately 0.00858 for periods prior to
the completion of the Business Combination on April 13, 2023.
|
Period ended June 30, 2024
|
||||||||||||
|
Number of options
(’000)
|
Weighted average
exercise price per
share award (US$)
|
Weighted average
fair value per share
award (US$)
|
||||||||||
|
As at January 1, 2024
|
|
|
|
|||||||||
|
Granted during the period
|
|
|
|
|||||||||
|
Exercised during the period (1)
|
(
|
)
|
|
|
||||||||
|
Forfeited during the period
|
(
|
)
|
|
|
||||||||
|
As at June 30, 2024
|
|
|
|
|||||||||
|
Vested and exercisable at June 30, 2024
|
|
|
|
|||||||||
|
Period ended June 30, 2023
|
||||||||||||
|
Number of options
(’000)
|
Weighted average
exercise price per
share award (US$)
|
Weighted average
fair value per share
award (US$)
|
||||||||||
|
As at January 1, 2023
|
|
|
|
|||||||||
|
Granted during the period
|
|
|
|
|||||||||
|
Forfeited during the period
|
(
|
)
|
|
|
||||||||
|
As at June 30, 2023
|
|
|
|
|||||||||
|
Vested and exercisable at June 30, 2023
|
|
|
|
|||||||||
|
(1)
|
|
F - 26
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The weighted average contractual life for the remaining options at June 30, 2024 and 2023 was 7.72 years and 8.32 years, respectively.
The expense recognized for share awards during the six months ended June 30, 2024 and 2023 was approximately US$15.9 million and US$21.8 million. The
breakdown is as follows:
|
Periods ended June 30,
|
||||||||
|
In thousands of USD
|
2024
|
2023
|
||||||
|
Cost of revenue
|
|
|
||||||
|
General and administrative expenses
|
|
|
||||||
|
Research and development expenses
|
|
|
||||||
|
Selling expenses
|
|
|
||||||
|
Total
|
|
|
||||||
The fair value of the share awards is estimated at the grant date using the binomial model with the assistance of an independent valuation
specialist. The
following table provides the range of the key inputs to the model used for determining the value of the grant for the six months ended June 30, 2024 and 2023:
|
Periods ended June 30,
|
||||||||
|
2024
|
2023
|
|||||||
|
Dividend yield (%)
|
|
|
||||||
|
Expected volatility (%)
|
|
%
|
|
%
|
||||
|
Risk-free interest rate (%)
|
|
%
|
|
%
|
||||
|
Exercise multiple
|
|
|
||||||
The incremental fair value related to the modification of expiration date of the share awards is estimated at the modification date using the binomial model with the assistance of an
independent valuation specialist. The
following table provides the inputs range to the model used for determining the incremental fair value of the modification for the options granted during the six months ended June 30, 2023:
|
Period ended June 30,
|
||||
|
2023
|
||||
|
Dividend yield (%)
|
|
|||
|
Expected volatility (%)
|
|
%
|
||
|
Risk-free interest rate (%)
|
|
%
|
||
|
Exercise multiple
|
|
|||
The above inputs for the binomial model have been determined based on the following:
| • |
Dividend return is estimated by reference to the Group’s plan to distribute dividends in the near future. Currently, this is estimated to be
|
| • |
Expected volatility is estimated based on the daily close price volatility of a number of comparable companies to the Group;
|
| • |
Risk-free interest rate is based on the yield to maturity of U.S. treasury bills denominated in US$ at the option valuation date;
|
| • |
Exercise multiple is based on empirical research on typical share award exercise behavior.
|
23. EQUITY
Issued share capital
On April 13, 2023, Bitdeer completed the Business Combination described in Note 6(a), upon which the Group’s equity structure changed to that of BTG
and the authorized share capital is US$50,000 divided into: (i) 499,600,000,000 Class A ordinary shares with a par value of US$0.0000001
each, (ii) 200,000,000 Class V ordinary shares with a par value of US$0.0000001 each, (iii) 200,000,000 undesignated shares with a par
value of US$0.0000001 each. Upon completion of the Business Combination, all issued and outstanding 4,384,796,703 453,892,313 870,232,230 1,314,267,705 60,281,185 Class A ordinary shares of BTG at an exchange ratio of approximately 0.00858 .
All issued and outstanding 5,631,795,619 7,141,236 48,399,922 Class V ordinary shares of BTG at an exchange ratio of approximately 0.00858 . All issued
and outstanding 2,607,498 2,607,498 Class A ordinary shares of BTG.
Each share of Class A ordinary shares is granted 1
vote and each share of Class V ordinary shares is granted 10 votes. All classes of ordinary shares are entitled to dividend and rank
pari passu except for voting rights.
F - 27
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In June and October 2023, the board of directors of the Group approved the adoption of two share repurchase programs which authorized to repurchase Class A ordinary shares of the Group up to US$1.0 million worth during the period from June 16, 2023 to December 15, 2023 (as amended) and up to US$2.0
million worth during the period from October 18, 2023 to April 17, 2024, respectively. The Group purchased 606,756 Class A ordinary
shares for approximately US$2.6 million under the share repurchase programs. During the six months ended June 30, 2024, the Group
cancelled 606,756 treasury shares purchased under share repurchase program.
In August 2023, the Group entered into a purchase agreement with B. Riley Principal Capital II, LLC (“B. Riley Principal Capital II”). Pursuant to
the purchase agreement, the Group has the right to sell to B. Riley Principal Capital II, up to US$150,000,000 of its Class A ordinary
shares with a par value US$0.0000001 per share. The purchase agreement has the maturity date of up to 36 -month anniversary from the commencement date or on the date which B. Riley Principal Capital II shall have purchased Class A ordinary shares of an
aggregate gross purchase price of US$150,000,000 or other termination conditions stated in the purchase agreement. During the six months
ended June 30, 2024 and 2023, the Group newly issued 6,922,648 and Class A ordinary shares with net proceeds, after transaction costs, of approximately US$51.6 million and , respectively.
In March 2024, the Group entered into a sales agreement with B. Riley Securities, Inc., Cantor Fitzgerald & Co., Needham & Company, LLC,
StockBlock Securities LLC, Roth Capital Partners, LLC and Rosenblatt Securities Inc. (the “Sales Agents”). Pursuant to the sales agreement, the Group has the right to sell to the Sales Agents, up to US$250,000,000 of its Class A ordinary shares with a par value US$0.0000001
per share. During the six months ended June 30, 2024, the Group newly issued 1,031,072 Class A ordinary shares with net proceeds, after
transaction costs, of approximately US$5.6 million.
In April 2024, the Group issued 417,130
Class A ordinary shares to Renol Invest AS and Bryhni.com AS in connection with the Norway Acquisition, as described in Note 6(b). The fair value of the Class A ordinary shares was determined based on the number of shares transferred and the
closing price on the acquisition date, amounting to US$2.4 million.
In May 2024, the Group entered into a subscription agreement with Tether International Limited (“Tether”). Pursuant to the agreement, the Group
agreed to issue and sell to Tether (i) 18,587,360 Class A ordinary shares with a par value of US$0.0000001 per share and (ii) a warrant to purchase up to 5,000,000
Class A ordinary shares at an exercise price of US$10.00 per share, subject to certain adjustments, for a total consideration of US$100,000,000 . The fair value of the warrant at initial recognition was determined using the binomial model with the assistance of an independent
valuation specialist and amounted to US$11.1 million recognized as derivative liabilities, refer to Note 19 for more information. The residual net transaction amount of
US$87.4 million was recognized as an equity component.
|
Class A Ordinary
Shares
|
Amount in USD
|
Class V Ordinary
Shares
|
Amount
in USD
|
|||||||||||||
|
At January 1, 2024, shares issued and outstanding
|
|
|
|
|
||||||||||||
|
Issuance of shares for exercise of share awards
|
|
|
|
|
||||||||||||
|
Issuance of shares for cash
|
|
|
|
|
||||||||||||
|
Issuance of shares as consideration for the Norway Acquisition
|
|
|
|
|
||||||||||||
|
At June 30, 2024, shares issued and outstanding
|
|
|
|
|
||||||||||||
|
At January 1, 2023, shares issued and outstanding
|
|
|
|
|
||||||||||||
|
Issuance of shares through Business Combination
|
|
|
|
|
||||||||||||
|
At June 30, 2023, shares issued and outstanding
|
|
|
|
|
||||||||||||
*Amount less than US$1
F - 28
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Reserves
The Group’s reserves mainly include the following:
| (i) |
Share premium, which effectively represents the share subscription amount paid over the par value of the shares. The application of the share premium account is governed by Section 34 of the Companies Law, Cap. 22 (Law 3 of 1961, as
consolidated and revised) of the Cayman Islands as amended, supplemented or otherwise modified from time to time.
|
| (ii) |
All foreign exchange differences arising from the translation of the financial statements of foreign operations.
|
| (iii) |
The value of the conversion option of the equity component embedded in the convertible debt.
|
| (iv) |
The accumulated share-based payment expenses.
|
| (v) |
The value of options granted.
|
Capital management
The Group’s primary objective in terms of managing capital is to
|
•
|
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
|
The Group’s business and financial condition are highly correlated with the market price of cryptocurrencies. For the six months ended June 30, 2024
and 2023, the Group’s revenue is substantially generated from cryptocurrency-related operations. The Group has adopted various measures to minimize the risk associated with the fluctuation in the market price of cryptocurrencies, specifically, the
Group has implemented an internal strategy requiring prompt conversion of all the cryptocurrencies received from ordinary operations into fiat currencies.
In order to maintain or adjust the capital structure, the Group reviews and manages its capital structure actively and regularly to
ensure optimal capital structure and shareholder returns, taking into account the future capital requirements of the Group and capital efficiency, prevailing and projected profitability, projected operating cash flows, projected capital
expenditures and projected strategic investment opportunities.
The Group is not subject to externally imposed capital requirements.
24. TAXATION
The subsidiaries of the Group incorporated in Cayman Islands and British Virgin Islands (“BVI”) are not subject to tax on income or capital gain.
In addition, payments of dividends by the Group to its shareholders are not subject to withholding tax in Cayman Islands.
The subsidiaries of the Group incorporated in other countries are subject to income tax pursuant to the rules and regulations of their respective
countries of incorporation.
The provisions for income taxes for the six months ended June 30, 2024 and 2023 are summarized as follows:
|
Periods ended June 30,
|
||||||||
|
In thousands of USD
|
2024
|
2023
|
||||||
|
Current income tax expenses
|
|
|
||||||
|
Deferred income tax benefit
|
(
|
)
|
(
|
)
|
||||
|
Total
|
|
(
|
)
|
|||||
Taxes on profits or losses for the interim period are accrued using the tax rates that would be applicable to expected total annual assessable
profit or loss. The effective tax rate for the six months ended June 30, 2024 and 2023 was (13.5 %) and 5.3 %, respectively.
F - 29
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Deferred tax assets / (liabilities) as of June 30, 2024 and December 31, 2023 comprise of the following:
|
In thousands of USD
|
At June 30, 2024
|
At December 31, 2023
|
||||||
|
Deferred tax assets
|
||||||||
|
Net operating losses
|
|
|
||||||
|
Share-based payments
|
|
|
||||||
|
Deferred revenue
|
|
|
||||||
|
Property, plant and equipment, intangible assets and right-of-use assets
|
|
|
||||||
|
Total deferred tax assets
|
|
|
||||||
|
Set-off of deferred tax positions relate to income taxes levied by the same tax authority
|
(
|
)
|
(
|
)
|
||||
|
Deferred tax assets
|
|
|
||||||
|
Deferred tax liabilities
|
||||||||
|
Property, plant and equipment and intangible assets
|
(
|
)
|
(
|
)
|
||||
|
Set-off of deferred tax positions relate to income taxes levied by the same tax authority
|
|
|
||||||
|
Deferred tax liabilities
|
(
|
)
|
(
|
)
|
||||
|
Net deferred tax liabilities
|
(
|
)
|
(
|
)
|
||||
The movements in the net deferred tax liabilities during the six months ended June 30, 2024 and 2023 are as follows:
|
In thousands of USD
|
January 1, 2024
|
Recognized in profit or loss
|
Acquired through the business combination (Note 6(b))
|
June 30, 2024
|
||||||||||||
|
Tax losses carried forward
|
|
(
|
)
|
|
|
|||||||||||
|
Share-based payments
|
|
|
|
|
||||||||||||
|
Deferred revenue
|
|
|
|
|
||||||||||||
|
Property, plant and equipment, intangible assets and right-of-use assets
|
(
|
)
|
|
(
|
)
|
(
|
)
|
|||||||||
|
Net deferred tax liabilities
|
(
|
)
|
|
(
|
)
|
(
|
)
|
|||||||||
|
In thousands of USD
|
January 1, 2023
|
Recognized in profit or loss
|
June 30, 2023
|
|||||||||
|
Tax losses carried forward
|
|
(
|
)
|
|
||||||||
|
Share-based payments
|
|
|
|
|||||||||
|
Deferred revenue
|
|
|
|
|||||||||
|
Property, plant and equipment, intangible assets and right-of-use assets
|
(
|
)
|
|
(
|
)
|
|||||||
|
Net deferred tax liabilities
|
(
|
)
|
|
(
|
)
|
|||||||
The Group has not recognized deductible temporary differences and a portion of the tax loss carryforward because the criteria for recognition (i.e.
the probability of future taxable profits) were not met. The amount of such unused tax losses will expire as follows:
|
Tax Jurisdiction
|
Amount in
thousands of USD
|
Earliest year
of expiration if
not utilized
|
||||||
|
Singapore
|
|
Indefinitely
|
||||||
|
Hong Kong
|
|
Indefinitely
|
||||||
|
United States
|
|
Indefinitely
|
||||||
|
Norway
|
|
Indefinitely
|
||||||
|
Bhutan
|
|
|
||||||
|
Total
|
|
|||||||
F - 30
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
25. RELATED PARTY TRANSACTIONS
Compensation for key management and board of directors
|
Periods ended June 30,
|
|||||
|
In thousands of USD
|
2024
|
2023
|
|||
|
Salaries and other emoluments
|
|
||||
|
Total
|
|
||||
Related party balances and transactions
The followings set forth the significant related party and its relationships with the Group:
|
Name of related party
|
Relationship with the Group
|
|
|
Matrix Finance and Technologies Holding Group and its subsidiaries (“Matrixport Group”)
|
The Group’s controlling person is the co-founder and chairman of the board of directors of Matrixport Group and has significant influence over Matrixport Group.
|
Details of assets, liabilities and transactions with the related party are as follows:
|
In thousands of USD
|
At June 30, 2024
|
At December 31, 2023
|
||||||
|
Due from a related party
|
||||||||
|
- Trade receivables (2)
|
|
|
||||||
|
Total due from a related party
|
|
|
||||||
|
Due to a related party
|
||||||||
|
- Other payables (1)
|
|
|
||||||
|
Total due to a related party
|
|
|
||||||
|
Deferred revenue from a related party
|
||||||||
|
- Deferred revenue (2)
|
|
|
||||||
|
Total deferred revenue from a related party
|
|
|
||||||
|
Periods ended June 30,
|
||||||||
|
In thousands of USD
|
2024
|
2023
|
||||||
|
- Provide service to a related party (2)
|
|
|
||||||
|
- Receive service from a related party
|
|
|
||||||
|
- Changes in fair value of financial assets at fair value through profit or loss
|
|
|
||||||
|
- Sales of mining machine peripherals to a related party
|
|
|
||||||
| (1) |
|
| (2) |
|
During the six months ended June 30, 2024 and 2023, substantially all of the Group’s cryptocurrencies were held in custody by Matrixport Group, and
the Group’s disposal of cryptocurrencies, at spot price on the date of disposal, was primarily to Matrixport Group.
F - 31
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
26. LOSS PER SHARE
The calculation of basic earnings / (loss) per share is based on the profit or loss attributable to ordinary equity shareholders of the Group and
the weighted average number of ordinary shares outstanding for the six months ended June 30, 2024 and 2023.
Diluted earnings / (loss) per share is computed using the weighted average number of ordinary shares and dilutive potential ordinary shares
outstanding during the respective periods.
As the Group incurred losses for the six months ended June 30, 2024 and 2023, the potential ordinary shares related to the outstanding share
awards, convertible debt, warrant recorded in the derivative liabilities and options issued in the Norway Acquisition were not included in the calculation of dilutive loss per share, as their inclusion would be anti-dilutive.
The following reflects the income and share data used in the basic and diluted earnings / (loss) per ordinary share computations:
|
Periods ended June 30,
|
||||||||
|
In thousands of USD, except for the per share data
|
2024
|
2023
|
||||||
|
Loss attributable to ordinary equity shareholders of the Group
|
(
|
)
|
(
|
)
|
||||
|
Weighted average number of ordinary shares outstanding (thousand shares)
|
|
|
||||||
|
Loss per share, basic and diluted (In USD)
|
(
|
)
|
(
|
)
|
||||
| (1) |
|
27. SUPPLEMENTAL CASH FLOW INFORMATION
The non-cash investing and financing activities are as follows:
|
Periods ended June 30,
|
||||||||
|
In thousands of USD
|
2024
|
2023
|
||||||
|
NON-CASH INVESTING AND FINANCING TRANSACTIONS
|
||||||||
|
Operating lease right-of-use assets and leasehold land obtained in exchange for operating lease liabilities
|
|
|
||||||
|
Liabilities assumed in connection with acquisition of property, plant and equipment and intangible assets
|
|
|
||||||
|
Prepayments realized as additions to property, plant and equipment
|
|
|
||||||
|
Settlement of pre-existing debtor relationship in the Norway Acquisition (Note 6(b))
|
|
|
||||||
|
Issuance of senior secured notes, Class A ordinary shares and share options in connection with the Norway Acquisition (Note 6(b))
|
|
|
||||||
|
Cancellation of repurchased treasury shares
|
|
|
||||||
28. SUBSEQUENT EVENTS
In June 2024, the Group entered into a share purchase agreement to acquire 100 % of the equity interests in FreeChain Inc.(“FreeChain”). Pursuant to the agreement, the Group agreed to acquire 100 % of FreeChain in exchange for 20 million Class A ordinary
shares of the Group. The acquisition was closed on September 13, 2024.
In July 2024, the Group granted a total of approximately 86,410 share awards to the designated recipients under the 2023 Plan. Each share award grants an option for the recipient to purchase one share of the Group’s ordinary shares at an exercise price of US$10.59 per share. The share awards
vest up to five years , and the recipient shall continue to provide services to the Group by each vesting date. The share awards expire
on the anniversary from the date of grant.
F - 32
BITDEER TECHNOLOGIES GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In July 2024, the holder of promissory note converted US$3.0 million of the promissory note’s principal into 407,276 shares at a conversion price of US$7.3660 per share.
In August 2024, the Group issued US$150.0
million aggregate principal amount of convertible senior notes (the “notes”) plus up to an additional US$22.5 million principal amount of
the notes pursuant to the underwriters’ over-allotment option. The notes are unsecured, bear annual interest of 8.5 %, mature on August 15, 2029 , and provide holders with the option to convert all or any portion of the notes at any time, in integral multiples of US$1,000 principal amount, into Class A ordinary shares of Bitdeer at US$8.55 per share prior to the close of business on the second scheduled trading day immediately preceding the maturity date. The conversion price of the notes is subject to anti-dilution adjustments, such as share
splits or combinations, and the issuance of Class A ordinary shares as dividends or distributions. The net proceeds received are approximately US$167.3
million with the underwriters’ over-allotment option fully exercised, after deducting the underwriters’ discounts.
In August 2024, the Group made a partial repayment of the outstanding principal balance of the senior secured notes issued for the Norway
Acquisition in the amount of US$5.0 million.
In September 2024, the board of directors of the Group approved a share repurchase program under which the Group may repurchase up
to US$10.0 million worth of the Group’s Class A ordinary shares, effective from September 9, 2024 through September 8, 2025. As of
September 23, 2024, the Group has repurchased 145,762 Class A ordinary shares for approximately US$0.9 million under the share repurchase program.
For the period from July 1, 2024 to September 23, 2024, the Group newly issued 691,168 Class A ordinary shares with net proceeds of approximately US$7.9
million.
There were no other material subsequent events during the period from June 30, 2024 to the approval date of this Interim Financial Information
on September 23, 2024.
F - 33