Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed in the Current Report on Form 8-K filed by Blue Safari
Group Acquisition Corp., a British Virgin Islands business company ("Blue
Safari" or the "Company") with the Securities and Exchange Commission (the
"SEC") on December 15, 2021, Blue Safari entered into an Amended and Restated
Agreement and Plan of Merger (the "Original Merger Agreement"), dated as of
December 15, 2021, with (i) Bitdeer Technologies Group, an exempted company with
limited liability incorporated under the laws of the Cayman Islands ("BTG"),
(ii) Blue Safari Merge Limited, a British Virgin Islands business company and a
wholly-owned subsidiary of BTG ("Merger Sub 1"), (iii) Blue Safari Merge II
Limited, a British Virgin Islands business company and a wholly-owned subsidiary
of BTG ("Merger Sub 2"), (iv) Bitdeer Merge Limited, an exempted company with
limited liability incorporated under the laws of the Cayman Islands and a
wholly-owned subsidiary of BTG ("Merger Sub 3"), (v) Blue Safari Mini Corp., an
exempted company incorporated with limited liability under the laws of the
Cayman Islands and a wholly-owned subsidiary of Blue Safari ("SPAC Sub"), and
(vi) Bitdeer Technologies Holding Company, an exempted company incorporated with
limited liability under the laws of the Cayman Islands ("Bitdeer").
As previously disclosed in the Current Report on Form 8-K filed by Blue Safari
with the SEC on May 31, 2022, Blue Safari entered into a First Amendment to
Amended and Restated Agreement and Plan of Merger (the "First Amendment", and
the Original Merger Agreement as amended by such First Amendment, the "First
Amended Merger Agreement") dated as of May 30, 2022 with BTG, Merger Sub 1,
Merger Sub 2, Merger Sub 3, SPAC Sub and Bitdeer, to amend the Original Merger
Agreement.
As previously disclosed in the Current Report on Form 8-K filed by Blue Safari
with the SEC on December 2, 2022, Blue Safari entered into a Second Amendment to
Amended and Restated Agreement and Plan of Merger (the "Second Amendment", and
the First Amended Merger Agreement as amended by such Second Amendment, the
"Second Amended Merger Agreement") dated as of December 2, 2022 with BTG, Merger
Sub 1, Merger Sub 2, Merger Sub 3, SPAC Sub and Bitdeer, to amend the First
Amended Merger Agreement.
On March 7, 2023, Blue Safari entered into a Third Amendment to Amended and
Restated Agreement and Plan of Merger (the "Third Amendment", and the Second
Amended Merger Agreement as amended by such Third Amendment, the "Third Amended
Merger Agreement") with BTG, Merger Sub 1, Merger Sub 2, Merger Sub 3, SPAC Sub
and Bitdeer, to amend the Second Amended Merger Agreement. The Third Amendment
revises the definition of "Per Share Equity Value" to the quotient obtained by
dividing (i) US$1,180,000,000 by (ii) the total shares of BTG. Pursuant to the
Third Amendment, the parties thereto also agreed to remove the American
Depository Share structure previously contemplated under the Second Amended
Merger Agreement and instead issue ordinary shares of BTG as considerations to
be paid pursuant to the Third Amended Merger Agreement.
The foregoing description of the Third Amendment is qualified in its entirety by
reference to the full text of the Third Amendment, a copy of which is included
as Exhibit 2.1 hereto, and the terms of which are incorporated herein by
reference.
Item 8.01 Other Events.
As previously disclosed in the Current Report on Form 8-K filed by the Company
with the SEC on December 2, 2022, pursuant to second amended and restated
memorandum and articles of association of the Company, in order to extend the
time available for the Company to consummate the initial business combination,
the Company must deposit US$0.15 for each public Class A ordinary share that has
not been redeemed into the trust account for each three-month extension.
Pursuant to the Second Amendment, Bitdeer agreed to provide certain
interest-free loans with an aggregate principal amount of US$2,584,141 to the
Company to fund any amount that may be required in order to further extend the
period of time available for the Company to consummate a business combination
and for the Company's working capital.
The Company has made a deposit of US$257,758.20 to the trust account and
extended the date by which the Company has to complete a business combination
from March 14, 2023 to June 14, 2023. Following such deposit, the amount of
funds remaining in the trust account is approximately US$18.6 million.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. Such statements are
typically identified by words such as "will," "are expected to," "is
anticipated," "estimated," "believe," "intend," "plan," "projection," "pro
forma," "outlook" or words of similar meaning. These forward-looking statements
include, but are not limited to, statements regarding the proposed business
combination (the "Business Combination") between Blue Safari and Bitdeer,
including the expected transactions and the likelihood, timing and ability of
the parties to successfully consummate the proposed Business Combination. Such
forward-looking statements are based upon the current beliefs and expectations
of Blue Safari's and Bitdeer's management and are inherently subject to
significant business, economic and competitive uncertainties and contingencies,
many of which are difficult to predict and generally beyond Blue Safari's or
Bitdeer's control. Actual results and the timing of events may differ materially
from the results anticipated in these forward-looking statements.
Nothing in this Current Report should be regarded as a representation by any
person that the forward-looking statements set forth herein will be achieved or
that any of the contemplated results of such forward-looking statements will be
achieved. You should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. Except as may be required by law,
neither Blue Safari nor Bitdeer undertakes any duty to update these
forward-looking statements.
Additional Information and Where to Find It
In connection with the proposed Business Combination, Blue Safari intends to
file relevant materials with the SEC, including a proxy statement which will be
part of a registration statement on Form F-4 (the "Registration Statement") to
register securities to be issued in connection with the Business Combination,
and will file other documents regarding the proposed Business Combination with
the SEC. Blue Safari's shareholders and other interested persons are advised to
read, when available, the preliminary proxy statement/prospectus and the
amendments thereto and the definitive proxy statement to be filed in connection
with the proposed Business Combination, as these materials will contain
important information about Bitdeer, Blue Safari, and the proposed Business
Combination. Promptly after the Registration Statement is declared effective by
the SEC, Blue Safari will mail the definitive proxy statement/prospectus and a
proxy card to each shareholder entitled to vote at the meeting relating to the
approval of the Business Combination and other proposals set forth in the
Registration Statement. Before making any voting or investment decision,
investors and shareholders of Blue Safari are urged to carefully read the entire
Registration Statement and the proxy statement/prospectus to be included
therein, when they become available, and any other relevant documents filed with
the SEC, as well as any amendments or supplements thereto in relation to the
proposed Business Combination, because they will contain important information
about the proposed Business Combination. The documents filed by Blue Safari and
other parties with the SEC may be obtained free of charge at the SEC's website
at www.sec.gov.
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities, or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
Participants in the Solicitation
Blue Safari and their directors and executive officers may be deemed
participants in the solicitation of proxies from Blue Safari's shareholders with
respect to the Business Combination. A list of the names of those directors and
executive officers and a description of their interests in the proposed
transactions will be included in the Registration Statement for the Business
Combination when available at www.sec.gov. Information about Blue Safari's
directors and executive officers and their ownership of Blue Safari's securities
is set forth in Blue Safari's annual report on Form 10-K for the year ended
December 31, 2022. Other information regarding the interests of the participants
in the proxy solicitation will be included in the Registration Statement
pertaining to the Business Combination when it becomes available. These
documents can be obtained free of charge from the source indicated above.
Bitdeer and its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the shareholders of Blue Safari
in connection with the Business Combination. A list of the names of such
directors and executive officers and information regarding their interests in
the proposed Business Combination will be included in the Registration Statement
for the Business Combination when available.
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