SecProbe.io

CORRESP
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 filename1.htm

 September 10, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Crypto Assets
100 F Street, N.E.
Washington, D.C. 20549

 Attn: Ms. Sonia Bednarowski

 Re: Bitdeer Technologies Group
 Registration Statement on Form F-3 (File No. 333-289855)

 Ladies and Gentlemen:

 Pursuant to Rule 461 of Regulation
C (" Rule 461 ") promulgated under the Securities Act of 1933, as amended, the undersigned registrant (the
" Registrant ") hereby requests that the effectiveness of the above-referenced Registration Statement on Form
F-3 (the " Registration Statement ") be accelerated to, and that the Registration Statement become effective at,
4:00 p.m., Eastern Time on September 12, 2025, or as soon thereafter as practicable.

 If there is any change in
the acceleration request set forth above, the Registrant will promptly notify you of the change, in which case the Registrant may be making
an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461. Such request may be made
by an executive officer of the Registrant or by any attorney from the Registrant's U.S. counsel, Cooley LLP.

 If you have any questions
regarding this request and to provide notice of effectiveness, please contact Reid S. Hooper by phone at +1 202 776 2097 or via email
at rhooper@cooley.com or Will H. Cai by phone at +852 3758 1210 or via email at wcai@cooley.com.

 Very truly yours,

 Bitdeer Technologies Group

 By:
 /s/ Jihan Wu

 Name:
 Jihan Wu

 Title:
 Chairman of the Board and Chief Executive Officer

 cc: Will H. Cai, Esq., Cooley LLP
Reid S. Hooper, Esq., Cooley LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 29, 2025

Jihan Wu
Chief Executive Officer
Bitdeer Technologies Group
08 Kallang Avenue
Aperia tower 1, #09-03/04
Singapore 339509

 Re: Bitdeer Technologies Group
 Registration Statement on Form F-3
 Filed August 26, 2025
 File No. 333-289855
Dear Jihan Wu:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Sonia Bednarowski at 202-551-3666 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
</TEXT>
</DOCUMENT>

CORRESP
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    December 16, 2024

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Crypto Assets

    100 F Street, N.E.

    Washington, D.C. 20549

    Attn: Ms. Irene Paik

          Re:

            Bitdeer Technologies Group

    Registration Statement on Form F-3 (File No. 333-283732)

    Ladies and Gentlemen:

    Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”)
      hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-3 (the “Registration Statement”)
      be accelerated to, and that the Registration Statement become effective at, 4:00 p.m., Eastern Time on December 18, 2024, or as soon thereafter as practicable.

    If there is any change in the acceleration request set forth above, the Registrant will promptly notify you of the change, in which case
      the Registrant may be making an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461. Such request may be made by an executive officer of the Registrant or by any attorney from the Registrant’s
      U.S. counsel, Cooley LLP.

    If you have any questions regarding this request and to provide notice of effectiveness, please contact Reid S. Hooper by phone at +1
      202 776 2097 or via email at rhooper@cooley.com or Will H. Cai by phone at +852 3758 1210 or via email at wcai@cooley.com.

            Very truly yours,

            Bitdeer Technologies Group

            By:

            /s/ Jihan Wu

            Name:

            Jihan Wu

            Title:

            Chairman of the Board and Chief Executive Officer

          cc:

            Linghui Kong, Chief Business Officer, Bitdeer Technologies Group

    Will H. Cai, Esq., Cooley LLP

    Reid S. Hooper, Esq., Cooley LLP

December 13, 2024
Jihan Wu
Chairman and Chief Executive Officer
Bitdeer Technologies Group
08 Kallang Avenue
Aperia tower 1, #09-03/04
Singapore 339509
Re:Bitdeer Technologies Group
Registration Statement on Form F-3
Filed December 11, 2024
File No. 333-283732
Dear Jihan Wu:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Irene Paik at 202-551-6553 with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Reid S. Hooper, Esq.

November 14, 2024
Jihan Wu
Chief Executive Officer
Bitdeer Technologies Group
08 Kallang Avenue
Aperia Tower 1, #09-03/04
Singapore 339509
Re:Bitdeer Technologies Group
Form 20-F for the Fiscal Year Ended December 31, 2023
File No. 001-41687
Dear Jihan Wu:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

CORRESP
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    Bitdeer Technologies Group

    08 Kallang Avenue

    Aperia tower 1, #09-03/04

    Singapore 339509

    October 25, 2024

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Crypto Assets

    100 F Street, N.E.

    Washington, D.C. 20549

          Attn:
          Kate Tillan

          David Irving

          Re:

            Bitdeer Technologies Group (the “Company”)

          Form 20-F for the Fiscal Year Ended December 31, 2023

          Filed March 28, 2024

              File No. 001-41687

    Ladies and Gentlemen:

    This letter sets forth the Company’s responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter dated September 13, 2024 (the “Comment Letter”), relating to the above referenced Form 20-F (the
      “Form 20-F”). The Staff’s comments are repeated below in bold and are followed by the Company’s responses. Capitalized terms used but not defined herein are used herein as defined in the
      Form 20-F.

    Form 20-F for the Fiscal Year Ended December 31, 2023

    Item 5. Operating and Financial Review and Prospects

    Non-IFRS Financial Measures, page 77

          1.

            Please revise your future filing disclosure to provide your discussion of Profit/(loss) for the year/period before your disclosures of the Adjusted EBITDA and Adjusted Profit. The IFRS amounts should be presented
              with equal or greater prominence than non-IFRS measures. Specifically, we note the non-IFRS disclosures are included on pages 77-78 before the IFRS measures, which are discussed in the Results of Operations section on pages 85-93. Refer to
              Question 102.10(a) of the Non-GAAP Compliance and Disclosure Interpretations.

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that in future filings, including the Company’s Form 20-F that contain non-IFRS measures, the Company will present IFRS amounts with equal
      or greater prominence than non-IFRS measures in accordance with Question 102.10(a) of the Non-GAAP Compliance and Disclosure Interpretations.

    Financial Statements

    Note 2. Summary of Significant Accounting Policies

    (q) Revenue recognition

    Self-mining, page F-21

                October 25, 2024

                Page 2

          2.

            Please respond to the following and revise your disclosure in future filings as necessary to address the following concerning your revenue recognition under IFRS 15:

          •

            Tell us and disclose the payment mechanism(s) used by your mining pools (for example, FPPS, PPLNS, etc.).

          •

            Disclose, if true, that you consider the mining pool operators to be your customers and you decide when to provide services under the contracts.

          •

            You disclose that the contracts with mining pool operators are terminable at any time by either party. Clarify whether or not your contracts are terminable at any time by either party without penalty. If they
              are, revise your disclosure accordingly and tell us your consideration for whether, as a result of the termination rights, the mining pool agreement is continuously renewed for accounting purposes and the accounting duration of your contracts
              is less than 24 hours. If true, tell us your consideration of disclosing that your enforceable right to compensation only begins when, and continues as long as, you provide hash computation services to the mining pools, the duration of the
              contract is less than 24 hours and the contract continuously renews throughout the day.

          •

            Assuming you conclude that your contracts are continually renewed, tell us whether you determined that the mining pool operator’s implied renewal option is not a material right as the terms, conditions, and
              compensation amounts are at then market rates. Refer to Appendix B40 of IFRS 15.

          •

            You disclose that your only performance obligation is providing computing power. Tell us whether a more accurate description of your promise is a service to perform hash calculations for the pool operator, and if
              so, make corresponding revisions in future filings to your accounting policy and related disclosures.

          •

            Disclose how payments are generally calculated, including the various components of the payment (for example, block reward, transaction fees, less pool operator fee) and the period over which the computations
              take place (for example, generally midnight to midnight UTC). Also disclose the nature of the non-cash consideration received (for example, bitcoin).

          •

            You disclose that the Group recognizes the revenue when the variable consideration is reasonably estimable and the performance obligation of providing computing power has been satisfied. Disclose whether revenue
              is recognized on the same day that control of the contracted service transfers to the mining pool operator. Refer to IFRS 15.31.

          •

            Clarify for us, by way of example, when and how you determine the amount of revenue to recognize each day for the non-cash consideration received and revise your disclosure to clarify the timing and method of
              valuing the non-cash consideration received.

    The Company acknowledges the Staff’s comments and advises the Staff the following, with respect to each of the bullet points above:

          •

            Tell us and disclose the payment mechanism(s) used by your mining pools (for example, FPPS, PPLNS, etc.).

    The Company respectfully advises the Staff that 99.6%, 98.8%, 96.1% and 96.9% of its self-mining revenue for the six months ended June 30, 2024 and for the years ended December 31, 2023, 2022 and 2021, respectively, were
      generated from Bitcoin mining. For the six months ended June 30, 2024 and for the years ended December 31, 2023, 2022, 2021, the Bitcoin mining revenue generated from mining pools by payment mechanisms is as follows:

                Payment mechanism

                For the six

                months ended

                June 30, 2024

                For the year

                ended December

                31, 2023

                For the year

                ended December

                31, 2022

                For the year

                ended December

                31, 2021

              (In thousands of US$)

              FPPS

              68,146

              83,462

              59,617

              185,290

              PPS+

              21,543

              26,924

              228

              366

    Please refer to Exhibit A for the proposed disclosures.

                October 25, 2024

                Page 3

          •

            Disclose, if true, that you consider the mining pool operators to be your customers and you decide when to provide services under the contracts.

    The Company respectfully advises the Staff that while the Company can decide when to start or stop providing the services, in terms of contract termination, both the Company and the mining pool operator have the
      unilateral right to terminate the contract without compensating the other party. In other words, the mining pool operator also has the right to terminate the contract (i.e., stop the Company’s services) based on the contract. Please refer to Exhibit A for the proposed disclosures.

          •

            You disclose that the contracts with mining pool operators are terminable at any time by either party. Clarify whether or not your contracts are terminable at any time by either party without penalty. If they
              are, revise your disclosure accordingly and tell us your consideration for whether, as a result of the termination rights, the mining pool agreement is continuously renewed for accounting purposes and the accounting duration of your contracts
              is less than 24 hours. If true, tell us your consideration of disclosing that your enforceable right to compensation only begins when, and continues as long as, you provide hash computation services to the mining pools, the duration of the
              contract is less than 24 hours and the contract continuously renews throughout the day.

    The Company respectfully clarifies that the contracts with mining pool operators are terminable at any time by either party without penalty.

    The Company assesses and determines whether, as a result of the termination rights, the mining pool agreement is continuously renewed for accounting purposes and the accounting duration of the contracts is less than 24
      hours. As self-mining is one of the Company’s primary business operations, the Company participates in the mining pool and provides hash calculation service to the pool operators continuously. The mining pools determine mining rewards to pool
      participants on a daily basis. Based on these practices, the Company believes that it has a present enforceable right to collect the payment, and the mining pool has a present enforceable obligation to make the payment, in a given day, and that the
      contract duration is less than 24 hours and continuously renewed throughout the day.

    Based on the analysis above, the Company determines that as a result of the termination rights, the Company’s enforceable right to compensation only begins when, and continues as long as, the Company provides hash
      calculation services to the mining pools, the duration of the contract is less than 24 hours and the contract continuously renews throughout the day. The disclosure in future filings will be revised accordingly. Please refer to Exhibit A for the proposed disclosures.

          •

            Assuming you conclude that your contracts are continually renewed, tell us whether you determined that the mining pool operator’s implied renewal option is not a material right as the terms, conditions, and
              compensation amounts are at then market rates. Refer to Appendix B40 of IFRS 15.

    The Company respectfully clarifies that after disconnecting the mining machine to the mining pool proxy (i.e., terminating the existing contract), the Company could always reconnect the mining machine to the mining pool
      proxy, and receive mining yield from the mining pool operator under the same payment mechanism, which is considered at the then market rates. In this case, the Company believes the termination provision is similar to a renewal option. However, since
      the Company receives mining yields based on a universal payment mechanism, and the mining pool operator does not provide the Company with any goods or services, or alter any payment mechanisms to induce such renewal, the renewal is not considered a
      material right according to IFRS 15 B40.

          •

            You disclose that your only performance obligation is providing computing power. Tell us whether a more accurate description of your promise is a service to perform hash calculations for the pool operator, and
              if so, make corresponding revisions in future filings to your accounting policy and related disclosures.

    The Company acknowledges the Staff’s comment and advises the Staff that the disclosure in future filings will be revised accordingly to further clarify the performance obligation of the arrangement. Please refer to Exhibit A for the proposed disclosures.

                October 25, 2024

                Page 4

          •

            Disclose how payments are generally calculated, including the various components of the payment (for example, block reward, transaction fees, less pool operator fee) and the period over which the computations
              take place (for example, generally midnight to midnight UTC). Also disclose the nature of the non-cash consideration received (for example, bitcoin).

    The Company acknowledges the Staff’s comment and advises the Staff that the disclosure in future filings will be revised accordingly. Please refer to Exhibit A for the
      proposed disclosures.

          •

            You disclose that the Group recognizes the revenue when the variable consideration is reasonably estimable and the performance obligation of providing computing power has been satisfied. Disclose whether revenue
              is recognized on the same day that control of the contracted service transfers to the mining pool operator. Refer to IFRS 15.31.

    The Company acknowledges the Staff’s comment and advises the Staff that the disclosure in future filings will be revised to clarify that the revenue is recognized on the same day that control of the contracted service
      transfers to the mining pool operator. Please refer to Exhibit A for the proposed disclosures.

          •

            Clarify for us, by way of example, when and how you determine the amount of revenue to recognize each day for the non-cash consideration received and revise your disclosure to clarify the timing and method of
              valuing the non-cash consideration received.

     The Company respectfully clarifies that as the Company generates self-mining revenue solely from participating third-party mining pools, the quantity of non-cash consideration is determined primarily based on the
      quantity of hash rate contributed to the mining pool in providing the hash calculation for the mining pool (in calculating the block reward). The Company has the ability to estimate the quantity of non-cash consideration based on the contractual
      formula when the Company begins to provide the hash calculation service and recognizes revenue on the same day that control of the contracted service transfers to the mining pool operator.

    The Company uses the price at 0:00:00 UTC of a given day to estimate the non-cash consideration the Company is entitled to for service provided in that day. The Company believes it is an appropriate approach to be used
      under IFRS 15 and has been applying this valuation method consistently historically.

    The Company advises the Staff that the disclosure in future filings will be revised to clarify the timing and method of valuing the non-cash consideration received. Please refer to Exhibit

          A for the proposed disclosures.

    Note 3. Use Of Judgments and Estimates, page F-33

          3.

            We note your disclosure on pages 28, 37, 38, and F-33 that, “there is currently no specific definitive guidance in IFRS or alternative accounting frameworks for the accounting for the revenue from the self-mining
              business.” We are unclear how these statements are consistent with management’s responsibility to provide financial statements it asserts are compliant with IFRS as issued by the IASB. In that regard, we observe that the IFRS accounting
              standards are the source of authoritative generally accepted accounting principles and that there is guidance whose scope applies to your transactions. Please revise future filings to remove this disclosure.

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that the disclosure to which this comment relates will be removed from future filings.

    *          *          *

                October 25, 2024

                Page 5

    If you have any questions regarding the response letter, please contact the Company’s U.S. counsel Will H. Cai of Cooley LLP by phone at +852-3758-1210 or via e-mail at wcai@cooley.com.

            Very truly yours,

            /s/ Jihan Wu

            Jihan Wu

            Chairman of the Board and Chief Executive Officer

          cc:

            Linghui Kong, Chief Business

CORRESP
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                Will H. Cai

                T: +852 3758 1210

                wcai@cooley.com

    October 10, 2024

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Crypto Assets

    100 F Street, N.E.

    Washington, D.C. 20549

            Attn:

            Kate Tillan and David Irving

            Re:

            Bitdeer Technologies Group

            Form 20-F for the Fiscal Year Ended December 31, 2023

            Filed March 28, 2024

            File No. 001-41687

    Ladies and Gentlemen:

    Reference is made to the comment letter (the “Comment Letter”), dated September 13, 2024, from the staff of the Securities and Exchange Commission regarding
      the above referenced Form 20-F of Bitdeer Technologies Group (the “Company”).

    The Company respectfully requests an extension to respond to the Comment Letter by no later than October 25, 2024.

    Please direct any comments or questions to me at +852 3758 1210.

            Sincerely,

            /s/ Will H. Cai

            Will H. Cai

            Cooley LLP

               cc:

                Jihan Wu, Bitdeer Technologies Group

                Jianchun Liu, Bitdeer Technologies Group

                Partners:  Will H. Cai    Michael X. Yu    Pang Lee    Ferish P. Patel    Ethan Z. Jin    Xun Zeng    Jie Zhang

                Registered Foreign Lawyer (New York):  Yiming Liu

                Cooley HK   35th Floor  Two Exchange Square  8 Connaught Place  Central  Hong Kong

                T: +852 3758 1200 F: +852 3014 7818  cooley.com

September 13, 2024
Jihan Wu
Chief Executive Officer
Bitdeer Technologies Group
08 Kallang Avenue
Aperia Tower 1, #09-03/04
Singapore 339509
Re:Bitdeer Technologies Group
Form 20-F for the Fiscal Year Ended December 31, 2023
File No. 001-41687
Dear Jihan Wu:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2023
Item 5. Operating and Financial Review and Prospects
Non-IFRS Financial Measures, page 77
1.Please revise your future filing disclosure to provide your discussion of Profit/(loss) for
the year/period before your disclosures of the Adjusted EBITDA and Adjusted Profit. The
IFRS amounts should be presented with equal or greater prominence than non-IFRS
measures.  Specifically, we note the non-IFRS disclosures are included on pages 77-78
before the IFRS measures, which are discussed in the Results of Operations section on
pages 85-93.  Refer to Question 102.10(a) of the Non-GAAP Compliance and Disclosure
Interpretations.

September 13, 2024
Page 2
Financial Statements
Note 2. Summary of Significant Accounting Policies
(q) Revenue recognition
Self-mining, page F-21
2.Please respond to the following and revise your disclosure in future filings as necessary to
address the following concerning your revenue recognition under IFRS 15:
•Tell us and disclose the payment mechanism(s) used by your mining pools (for
example, FPPS, PPLNS, etc.).
•Disclose, if true, that you consider the mining pool operators to be your
customers and you decide when to provide services under the contracts.
•You disclose that the contracts with mining pool operators are terminable at any time
by either party. Clarify whether or not your contracts are terminable at any time by
either party without penalty. If they are, revise your disclosure accordingly and tell us
your consideration for whether, as a result of the termination rights, the mining pool
agreement is continuously renewed for accounting purposes and the accounting
duration of your contracts is less than 24 hours. If true, tell us your consideration of
disclosing that your enforceable right to compensation only begins when, and
continues as long as, you provide hash computation services to the mining pools, the
duration of the contract is less than 24 hours and the contract continuously renews
throughout the day.
•Assuming you conclude that your contracts are continually renewed, tell us whether
you determined that the mining pool operator’s implied renewal option is not a
material right as the terms, conditions, and compensation amounts are at then market
rates. Refer to Appendix B40 of IFRS 15.
•You disclose that your only performance obligation is providing computing power.
Tell us whether a more accurate description of your promise is a service to perform
hash calculations for the pool operator, and if so, make corresponding revisions in
future filings to your accounting policy and related disclosures.
•Disclose how payments are generally calculated, including the various components of
the payment (for example, block reward, transaction fees, less pool operator fee) and
the period over which the computations take place (for example, generally midnight
to midnight UTC). Also disclose the nature of the noncash consideration received (for
example, bitcoin).
•You disclose that the Group recognizes the revenue when the variable consideration
is reasonably estimable and the performance obligation of providing computing
power has been satisfied. Disclose whether revenue is recognized on the same day
that control of the contracted service transfers to the mining pool operator. Refer to
IFRS 15.31.
•Clarify for us, by way of example, when and how you determine the amount of
revenue to recognize each day for the noncash consideration received and revise your
disclosure to clarify the timing and method of valuing the noncash consideration
received.

September 13, 2024
Page 3
Note 3. Use Of Judgments and Estimates, page F-33
3.We note your disclosure on pages 28, 37, 38, and F-33 that, "there is currently no specific
definitive guidance in IFRS or alternative accounting frameworks for the accounting for
the revenue from the self-mining business."  We are unclear how these statements are
consistent with management's responsibility to provide financial statements it asserts are
compliant with IFRS as issued by the IASB.  In that regard, we observe that the IFRS
accounting standards are the source of authoritative generally accepted accounting
principles and that there is guidance whose scope applies to your transactions.  Please
revise future filings to remove this disclosure.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Kate Tillan at 202-551-3604 or David Irving at 202-551-3321 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

CORRESP
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  June 18, 2024

    VIA EDGAR

    U.S. Securities and Exchange Commission

      Division of Corporation Finance

      Office of Crypto Assets

      100 F Street, N.E.

      Washington, D.C. 20549

              Attn:

              Mr. Eric Envall

              Re:

              Bitdeer Technologies Group

              Registration Statement on Form F-3 (File No. 333-280041)

    Ladies and Gentlemen:

    Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, the undersigned registrant (the
      “Registrant”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-3 (the “Registration
        Statement”) be accelerated to, and that the Registration Statement become effective at, 4:00 p.m., Eastern Time on June 20, 2024, or as soon thereafter as practicable.

    If there is any change in the acceleration request set forth above, the Registrant will promptly notify you of the change, in which case the Registrant may be making an oral request of acceleration of
      the effectiveness of the Registration Statement in accordance with Rule 461. Such request may be made by an executive officer of the Registrant or by any attorney from the Registrant’s U.S. counsel, Cooley LLP.

    If you have any questions regarding this request and to provide notice of effectiveness, please contact Will H. Cai by phone at +852 3758 1210 or via email at wcai@cooley.com.

            Very truly yours,

            Bitdeer Technologies Group

            By:

              /s/ Jihan Wu

            Name:

            Jihan Wu

            Title:

            Chairman of the Board of Directors and Chief Executive Officer

              cc:

              Linghui Kong, Chief Business Officer, Bitdeer Technologies Group

              Will H. Cai, Esq., Cooley LLP

United States securities and exchange commission logo
June 17, 2024
Jihan Wu
Chairman of the Board and Chief Executive Officer
Bitdeer Technologies Group
08 Kallang Avenue
Aperia Tower 1, #09-03/04
Singapore 339509
Re:Bitdeer Technologies Group
Registration Statement on Form F-3
Filed June 7, 2024
File No. 333-280041
Dear Jihan Wu:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eric Envall at 202-551-3234 with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

CORRESP
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      Will H. Cai

      +852 3758 1210

      wcai@cooley.com

      April 23, 2024

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Crypto Assets

    100 F Street, N.E.

    Washington, D.C. 20549

          Attn:

            Mr. Austin Stanton

              Mr. David Gessert

          Re:

            Bitdeer Technologies Group

              Post-Effective Amendment No. 2 to Form F-1 on Form F-3

              Filed March 28, 2024

              File No. 333-273905

    Dear Mr. Stanton and Mr. Gessert:

    On behalf of our client, Bitdeer Technologies Group (the “Company”), we are responding to the comment of the staff (the “Staff”) of the
      Securities and Exchange Commission contained in the letter dated April 16, 2024, relating to the above referenced Post-Effective Amendment No. 2 to the Registration Statement on Form F-1 on Form F-3. Concurrently with the submission of this letter,
      the Company is filing Amendment No. 3 to the Registration Statement on Form F-1 on Form F-3 (the “Post-Effective Amendment No. 3”).

    Set forth below are the Company’s response to the Staff’s comment. The Staff’s comment is repeated below in bold and is followed by the
      Company’s response.

    Post-Effective Amendment No. 2 to Form F-1 on Form F-3 filed March 28, 2024

    Cover Page

          1.

            Please note that Instruction I.A.2 of Form F-3 requires, among other items, that you have been subject to the requirements of Section 12 or 15(d) of
              the Exchange Act for a period of at least twelve calendar months immediately preceding the filing of this registration statement. Your registration statement for your initial public offering went effective on March 27, 2023. Accordingly,
              assuming you continue to timely file your required Exchange Act reports, prior to requesting effectiveness of this registration statement, please amend your post-effective amendment on Form F-3 on or after April 1, 2024, or advise. See Rule
              401(c) of Regulation C and Securities Act Forms C&DI Question 115.06.

    In response to the Staff’s comment, the Company is filing the Post-Effective Amendment No. 3.

    * * *

    If you have any questions regarding the response letter, please contact the undersigned by phone at +852-3758-1210 or via e-mail at
      wcai@cooley.com.

            Very truly yours,

            /s/ Will H. Cai

            Will H. Cai

          cc:

            Jihan Wu, Chairman and Chief Executive Officer, Bitdeer Technologies Group

United States securities and exchange commission logo
April 16, 2024
Jihan Wu
Chief Executive Officer
Bitdeer Technologies Group
08 Kallang Avenue
Aperia tower 1, #09-03/04
Singapore 339509
Re:Bitdeer Technologies Group
Post-Effective Amendment No. 2 to Form F-1 on Form F-3
Filed March 28, 2024
File No. 333-273905
Dear Jihan Wu:
            We have reviewed your post-effective amendment and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Post-Effective Amendment No. 2 to Form F-1 on Form F-3 filed March 28, 2024
General
1.Please note that Instruction I.A.2 of Form F-3 requires, among other items, that you have
been subject to the requirements of Section 12 or 15(d) of the Exchange Act for a period
of at least twelve calendar months immediately preceding the filing of this registration
statement. Your registration statement for your initial public offering went effective on
March 27, 2023. Accordingly, assuming you continue to timely file your required
Exchange Act reports, prior to requesting effectiveness of this registration
statement, please amend your post-effective amendment on Form F-3 on or after April 1,
2024, or advise. See Rule 401(c) of Regulation C and Securities Act Forms C&DI
Question 115.06.

 FirstName LastNameJihan Wu
 Comapany NameBitdeer Technologies Group
 April 16, 2024 Page 2
 FirstName LastName
Jihan Wu
Bitdeer Technologies Group
April 16, 2024
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Austin Stanton at 202-551-2197 or David Gessert at 202-551-2326 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       Will H. Cai, Esq.

CORRESP
1
filename1.htm

    March 29, 2024

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Crypto Assets

    100 F Street, N.E.

    Washington, D.C. 20549

    Attn:
      Mr.
          Eric Envall

    Re:
      Bitdeer Technologies Group

      Registration Statements on Form F-3 (File No. 333-278027 and File No. 333-278029)

    Ladies and Gentlemen:

    Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated
        under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the effectiveness of the above-referenced
        Registration Statements on Form F-3 (the “Registration Statements”) be accelerated to, and that the Registration Statements become effective at, 4:00 p.m., Eastern Time on April 2, 2024, or as soon thereafter as practicable.

    If there is any change in the acceleration request set forth above, the Registrant will promptly notify you of the change, in which case
      the Registrant may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461. Such request may be made by an executive officer of the Registrant or by any attorney from the Registrant’s
      U.S. counsel, Cooley LLP.

    If you have any questions regarding this request and to provide notice of effectiveness, please contact Reid S. Hooper by phone at +1 202
      776 2097 or via email at rhooper@cooley.com or Will H. Cai by phone at +852 3758 1210 or via email at wcai@cooley.com.

            Very truly yours,

            Bitdeer Technologies Group

            By:

              /s/ Jihan Wu

            Name:

            Jihan Wu

            Title:

            Chairman of the Board and Chief Executive Officer

    cc:

    Linghui
        Kong, Chief Business Officer, Bitdeer Technologies Group

    Will H. Cai, Esq., Cooley LLP

      Reid S. Hooper, Esq., Cooley LLP

United States securities and exchange commission logo
March 22, 2024
Jihan Wu
Chairman of the Board and Chief Executive Officer
Bitdeer Technologies Group
08 Kallang Avenue
Aperia Tower 1, #09-03/04
Singapore 339509
Re:Bitdeer Technologies Group
Registration Statement on Form F-3
Filed March 18, 2024
File No. 333-278027
Dear Jihan Wu:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eric Envall at 202-551-3234 with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

CORRESP
1
filename1.htm

March 27, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attn: Ms. Melissa Walsh, Senior Staff Accountant

Mr. Stephen Krikorian, Accounting Branch Chief

Mr. Kyle Wiley, Staff Attorney

Mr. Larry Spirgel, Office Chief

Re: Bitdeer Technologies Group (CIK: 0001899123)

Registration Statement on Form F-4 (File No. 333-270345)

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C (“Rule
461”) promulgated under the Securities Act of 1933, as amended, Bitdeer Technologies Group (the “Company”)
hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-4 (the “Registration Statement”)
be accelerated to, and that the Registration Statement become effective at, 4:00 p.m., Eastern Time on March 27, 2023, or as soon thereafter
as practicable.

If there is any change in the acceleration request
set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration
of the effectiveness of the Registration Statement in accordance with Rule 461. Such request may be made by an executive officer of the
Company or by any attorney from the Company’s U.S. counsel, Cooley LLP.

If you have any questions regarding this request and to provide notice of effectiveness, please contact Reid S. Hooper by phone at +1
202 776 2097 or via email at rhooper@cooley.com or Will H. Cai by phone at +852 3758 1210 or via email at wcai@cooley.com.

[Signature page follows]

    Very truly yours,

    Bitdeer Technologies Group

    By:

    /s/ Jihan Wu

    Name:
    Jihan Wu

    Title:
    Chairman of the Board of Directors

cc: Linghui Kong, Chief Executive Officer, Bitdeer Technologies Group

Will H. Cai, Esq., Cooley LLP

Nicolas H.R. Dumont, Esq., Cooley LLP

Reid S. Hooper, Esq., Cooley LLP

Derek Dostal, Esq., Davis Polk & Wardwell LLP

Howard Zhang, Esq., Davis Polk & Wardwell LLP

CORRESP
1
filename1.htm

Will H. Cai

+852 3758 1210

wcai@cooley.com

March 23, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attn: Ms. Melissa Walsh, Senior Staff Accountant

Mr. Stephen Krikorian, Accounting Branch Chief

Mr. Kyle Wiley, Staff Attorney

Mr. Larry Spirgel, Office Chief

Re: Bitdeer Technologies Group

Responses to Staff’s Comments on Amendment No. 1 to Registration Statement on Form F-4 Filed March 17, 2023

File No. 333-270345

Ladies and Gentlemen:

On behalf of our client, Bitdeer
Technologies Group (the “Company”), we are responding to the comment of the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) contained in the letter dated March 22, 2023
relating to the above referenced Amendment No. 1 to Registration Statement on Form F-4. Concurrently with the submission of
this letter, the Company is publicly filing its Amendment No. 2 to the registration statement on Form F-4 (the “Amendment
No. 2”) and certain exhibits via EDGAR.

The Staff’s comment
is repeated thereafter in bold and is followed by the Company’s response. Page reference in the text of this response letter
corresponds to the page number of the Amendment No. 2. Capitalized terms used but not defined herein are used herein as defined
in the Amendment No. 2.

Amendment No. 1 to Registration Statement
on Form F-4

The Business Combination Proposal

Selected Unaudited Financial and Other Information of Bitdeer,
page 144

1. Please revise the disclosure in this section to remove any implication that investors should not rely
on the information presented. If you choose to disclose preliminary results, you should be able to assert that the actual results are
not expected to differ materially from that reflected in the preliminary results.

In response to the Staff’s comment,
the Company has revised the disclosure on pages 23, 48 and 143 of the Amendment No. 2.

*          *          *

Will H. Ca

i +852 3758 1210

wcai@cooley.com

If you have any questions regarding the response
letter, please contact the undersigned by phone at +852-3758-1210 or via e-mail at wcai@cooley.com.

    Very
    truly yours,

    /s/
    Will H. Cai

    Will
    H. Cai

cc: Linghui Kong, Chief Executive Officer, Bitdeer Technologies Holding Company

Naphat Sirimongkolkasem, Chief Financial Officer, Blue Safari Acquisition Corp.

Nicholas H.R. Dumont, Esq., Cooley LLP

Reid S. Hooper, Esq., Cooley LLP

Danielle Bian, Partner, MaloneBailey, LLP

David Grossman, Partner, Marcum LLP

Derek Dostal, Esq., Partner, Davis Polk & Wardwell LLP

Howard Zhang, Esq., Partner, Davis Polk & Wardwell LLP

United States securities and exchange commission logo
March 22, 2023
Linghui Kong
Chief Executive Officer
Bitdeer Technologies Group
08 Kallang Avenue
Aperia Tower 1, #09-03/04
Singapore 339509
Re:Bitdeer Technologies Group
Amendment No. 1 to Registration Statement on Form F-4
Filed March 17, 2023
File No. 333-270345
Dear Linghui Kong:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form F-4
The Business Combination Proposal
Selected Unaudited Financial and Other Information of Bitdeer, page 144
1.Please revise the disclosure in this section to remove any implication that investors should
not rely on the information presented. If you choose to disclose preliminary results, you
should be able to assert that the actual results are not expected to differ materially from
that reflected in the preliminary results.

 FirstName LastNameLinghui Kong
 Comapany NameBitdeer Technologies Group
 March 22, 2023 Page 2
 FirstName LastName
Linghui Kong
Bitdeer Technologies Group
March 22, 2023
Page 2
            You may contact Melissa Walsh, Senior Staff Accountant, at (202) 551-3224 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Kyle Wiley, Staff
Attorney, at (202) 344-5791 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Will Cai

CORRESP
1
filename1.htm

Will H. Cai

+852 3758 1210

wcai@cooley.com

March 17, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attn: Ms. Melissa Walsh, Senior Staff Accountant

Mr. Stephen Krikorian, Accounting Branch Chief

Mr. Kyle Wiley, Staff Attorney

Mr. Larry Spirgel, Office Chief

Re: Bitdeer Technologies Group

Responses to Staff’s Comments on Registration Statement on Form F-4 Filed on March 8, 2023

File No. 333-270345

Ladies and Gentlemen:

On behalf of our client, Bitdeer
Technologies Group (the “Company”), we are responding to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) contained in the letter dated March 16, 2023 relating
to the above referenced registration statement on Form F-4 (the “Registration Statement”). Concurrently with
the submission of this letter, the Company is publicly filing its Amendment No. 1 to the registration statement on Form F-4 (the “Amendment
No. 1”) and certain exhibits via EDGAR.

The Staff’s comments
are repeated thereafter in bold and are followed by the Company’s responses. Page references in the text of this response letter
correspond to the page numbers of the Amendment No. 1. Capitalized terms used but not defined herein are used herein as defined in the
Amendment No. 1.

Registration Statement on Form F-4 filed
March 8, 2023

BSGA’s Board’s Review of Valuation,
page 135

1. We note your non-reliance on your outdated projections and your consideration of certain selected financial
information to support a revised valuation of Bitdeer. In this regard, explain how the significant drop in the valuation of Bitdeer ($4.5
billion reduced to $1.18 billion) provided the Board an “adequate basis” to support consummation of the merger.

In
response to the Staff’s comment, the Company has revised disclosure on page 137 of the Amendment No. 1 to clarify that the
analysis of Royson and IJW along with Bitdeer’s historical information served as “alternative sources” (as
compared to previously used phrase, “adequate basis”) for the BSGA Board to review the equity value of Bitdeer and
consideration to be paid in connection with the proposed Business Combination. In addition, the Company has expanded the disclosure
on page 137 of Amendment No. 1 to disclose how the BSGA Board considered the significant drop in the valuation of Bitdeer ($4.0
billion reduced to $1.18 billion) in approving and declaring advisable the Business Combination. The Company
respectfully submits to the Staff that the discussion under the heading “BSGA Board’s Review of Valuation” is not
a complete explanation for the reasons underlying BSGA Board’s approval; rather, it serves as an overview of the more
detailed disclosure further set forth under “— Reports of Valuation Advisor to BSGA”, “—Fairness
Opinion of BSGA’s Financial Advisor”, and “—Reasons for BSGA Board’s Approval of the Business
Combination.”

March 17, 2023

Page 2

BSGA’s Management’s Discussion
and Analysis of Financial Condition and Results of Operation, page 190

2. Please revise to update the discussion indicating that you have not selected any specific business
combination target.

In response to the
Staff’s comment, the Company has revised the disclosure on page 193 of the Amendment No. 1.

Critical Accounting Policies

Net Income per Common Share, page 194

3. Please revise to explain how the estimation uncertainties impact your computation of net loss per share.

In response to the Staff’s comment, the Company has revised the disclosure on page 197 of the Amendment No. 1 to reflect that BSGA
does not believe there is significant estimation uncertainty and therefore BSGA does not expect potential impact on earning per share.

Bitdeer’s Management’s Discussion
and Analysis of Financial Condition and Results of Operation, page 220

4. We note the selected unaudited financial information for the year ended December 31, 2022 disclosed
on page 142. Tell us what consideration you gave to discussing and analyzing your preliminary results, with disclosure addressing whether
such results reflect trends consistent with your historical results, and why only preliminary financial information is available. Also
consider disclosing such information in the forepart of the filing.

The Company respectfully
submits that Bitdeer is still in the process of completing the audit of its financial statements for the year ended December 31, 2022.
Bitdeer initially provided the Selected Unaudited Financial Information of Bitdeer to BSGA for it to evaluate the potential Business
Combination. However, in light of the Staff’s comment, and taking into consideration that the Selected Unaudited Financial Information
of Bitdeer is relevant to understand Bitdeer’s most recent results of operation, the Company has revised the disclosure on pages
23 and 24  in the forepart of the Amendment No. 1 to include the Selected Unaudited Financial Information of Bitdeer. In responses to
the Staff’s comment, the Company has also included in the revised disclosure the discussion and analysis of these preliminary results,
and a confirmation that such results of operations reflect trends consistent with Bitdeer’s performance for the first six months
ended June 30, 2022.

Experts, page 272

5. We note that you have also included audited financial statements of Blue Safari Group Acquisition Corp.
as of December 31, 2022. Revise to update the disclosure regarding the statement of experts. Refer to Item 10.G of Form 20-F.

In response to the
Staff’s comment, the Company has revised the disclosure on page 275 of the Amendment No. 1.

55 Hudson Yards, New York, New York 10001-2157

t: +1 212 479 6000 f: +1 212 479 6275 cooley.com

March 17, 2023

Page 3

Annex D: Valuation Reports of Royson Valuation
Advisory Limited, page D-1

6. Please include Royson’s updated Valuation Report supporting the revised valuation of Bitdeer.

The Company respectfully
submits to the Staff that the 2023 Valuation Report, dated March 7, 2023, supporting the revised valuation of Bitdeer was included as
Annex D-3 of the Registration Statement, together with the Updated Valuation Report dated December 14, 2021 included as Annex D-2 and
the Original Valuation Report dated November 17, 2021 included as Annex D-1.

Exhibit 99.10, page II-2

7. The representation included as Exhibit 99.10 indicates that the registration statement on Form F-4
relates to the proposed initial public offering in the United States of the Company’s ordinary shares to be represented by American
depositary shares in connection with the business combination. However, we note that, pursuant to the Third Amendment, the parties 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. Please revise the description of the registration statement in your representation,
accordingly.

In response to the
Staff’s comment, the Company has executed an updated representation letter removing the reference to American Depositary Share structure
and is refiling such letter as Exhibit 99.10 to the Amendment No. 1.

*         *         *

55 Hudson Yards, New York, New York 10001-2157

t: +1 212 479 6000 f: +1 212 479 6275 cooley.com

Will H. Cai

+852 3758 1210

wcai@cooley.com

If you have any questions regarding
the response letter, please contact the undersigned by phone at +852-3758-1210 or via e-mail at wcai@cooley.com.

    Very truly yours,

    /s/ Will H. Cai

    Will H. Cai

cc: Linghui Kong, Chief Executive Officer, Bitdeer Technologies Holding Company

Naphat Sirimongkolkasem, Chief Financial Officer, Blue Safari Acquisition Corp.

Nicholas H.R. Dumont, Esq., Partner, Cooley LLP

Reid S. Hooper, Esq., Partner, Cooley LLP

Danielle Bian, Partner, MaloneBailey, LLP

David Grossman, Partner, Marcum LLP

Derek Dostal, Esq., Partner, Davis Polk & Wardwell LLP

Howard Zhang, Esq., Partner, Davis Polk & Wardwell LLP

United States securities and exchange commission logo
March 16, 2023
Linghui Kong
Chief Executive Officer
Bitdeer Technologies Group
08 Kallang Avenue
Aperia Tower 1, #09-03/04
Singapore 339509
Re:Bitdeer Technologies Group
Registration Statement on Form F-4
Filed March 8, 2023
File No. 333-270345
Dear Linghui Kong:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-4 filed March 8, 2023
BSGA's Board's Review of Valuation, page 135
1.We note your non-reliance on your outdated projections and your consideration of certain
selected financial information to support a revised valuation of Bitdeer.  In this regard,
explain how the significant drop in the valuation of Bitdeer ($4.5 billion reduced to $1.18
billion) provided the Board an "adequate basis" to support consummation of the merger.

 FirstName LastNameLinghui Kong
 Comapany NameBitdeer Technologies Group
 March 16, 2023 Page 2
 FirstName LastName
Linghui Kong
Bitdeer Technologies Group
March 16, 2023
Page 2
BSGA's Management's Discussion and Analysis of Financial Condition and Results of
Operation, page 190
2.Please revise to update the discussion indicating that you have not selected any specific
business combination target.
Critical Accounting Policies
Net Income per Common Share, page 194
3.Please revise to explain how the estimation uncertainties impact your computation of net
loss per share.
Bitdeer's Management's Discussion and Analysis of Financial Condition and Results of
Operation, page 220
4.We note the selected unaudited financial information for the year ended December 31,
2022 disclosed on page 142.  Tell us what consideration you gave to discussing and
analyzing your preliminary results, with disclosure addressing whether such results reflect
trends consistent with your historical results, and why only preliminary financial
information is available.  Also consider disclosing such information in the forepart of the
filing.
Experts, page 272
5.We note that you have also included audited financial statements of Blue Safari Group
Acquisition Corp. as of December 31, 2022.  Revise to update the disclosure regarding the
statement of experts.  Refer to Item 10.G of Form 20-F.
Annex D: Valuation Reports of Royson Valuation Advisory Limited, page D-1
6.Please include Royson's updated Valuation Report supporting the revised valuation of
Bitdeer.
Exhibit 99.10, page II-2
7.The representation included as Exhibit 99.10 indicates that the registration statement on
Form F-4 relates to the proposed initial public offering in the United States of the
Company’s ordinary shares to be represented by American depositary shares in
connection with the business combination.  However, we note that, pursuant to the Third
Amendment, the parties 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.  Please revise the description of the
registration statement in your representation, accordingly.

 FirstName LastNameLinghui Kong
 Comapany NameBitdeer Technologies Group
 March 16, 2023 Page 3
 FirstName LastName
Linghui Kong
Bitdeer Technologies Group
March 16, 2023
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Melissa Walsh, Senior Staff Accountant, at (202) 551-3224 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Kyle Wiley, Staff
Attorney, at (202) 344-5791 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Will Cai

CORRESP
1
filename1.htm

    Will
    H. Cai

    +852
    3758 1210

    wcai@cooley.com

March 8, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Ms. Melissa Walsh, Senior Staff Accountant

Mr. Stephen Krikorian, Accounting Branch Chief

Mr. Kyle Wiley, Staff Attorney

Mr. Larry Spirgel, Office Chief

 Re: Bitdeer Technologies Group

Responses to Staff’s Comments on Amendment No. 11 to Draft Registration Statement on Form F-4 Submitted February 10,
2023

CIK No. 0001899123

Ladies and Gentlemen:

On behalf of our client, Bitdeer
Technologies Group (the “Company”), we are responding to the comment of the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) contained in the letter dated March 1, 2023
relating to the above referenced Amendment No. 11 to Draft Registration Statement on Form F-4 (the “DRS/A”),
comment 13 contained in the letter dated December 23, 2022 relating to certain projected information of Bitdeer, and a verbal comment
communicated to the Company on March 6, 2023. Concurrently with the submission of this letter, the Company is publicly filing its
registration statement on Form F-4 (the “Registration Statement”) and certain exhibits via EDGAR.

The Staff’s comments
are repeated thereafter in bold and are followed by the Company’s responses. Page references in the text of this response letter
correspond to the page numbers of the Registration Statement. Capitalized terms used but not defined herein are used herein as defined
in the Registration Statement.

Amendment No. 11 to Draft Registration
Statement on Form F-4

Risk Factors, page 42

 1. Please provide risk factor disclosure clarifying that, based on the relevant facts as they exist today,
Zcash may be a security under the federal securities laws.

In response to the Staff’s comment,
the Company has revised the disclosure on page 80 of the Registration Statement.

March 8, 2023

 Page 2

Comment of the Staff contained in the letter
dated December 23, 2022

Certain Projected Information of Bitdeer,
page 136

 13. We note the projections provided by Bitdeer to BSGA included in your registration statement were prepared
in December 2021 for the two-year period ending December 31, 2022. Given the age of the projections and the recent volatility,
bankruptcies and financial distress in the crypto asset market, please confirm whether or not the projections still reflect management’s
views on future performance. Describe what consideration your board gave to obtaining updated projections or a lack of reliance upon the
projections. In doing so, address whether key assumptions underlying the projections have reflected actual performance (including, but
not limited to, the price of Bitcoin and Bitdeer’s proprietary and total network hash rate and the number and efficiency of its
mining machines).

The Company respectfully summits to
the Staff that given the age of the projections previously used and the recent volatility in the crypto asset market, BSGA and Bitdeer
have agreed to use key selected financial information of Bitdeer based on the unaudited management accounts of Bitdeer for the year ended
December 31, 2022 and other internally prepared financials and certain key financial information of Bitdeer as of January 31,
and hash rate as of January 31, 2023 as part of the basis for the updated valuation analysis and not to rely on financial projections
for updating the valuation. Accordingly, and in response to the Staff’s comment, the Company has revised the disclosure on pages 41,
47, and 133 through 145 of the Registration Statement.

Verbal comment of the Staff communicated
on March 6, 2023

 1. For the disclosure and accounting when the Company discusses the “fair value of the cryptocurrency
receivable”, the staff will not object to the accounting if it is revised to reflect the “fair value of the crypto currency
lent asset”.

In response to the Staff’s comment,
the Company has revised the disclosure on pages 238, F-22, F-29, F-33, F-39, F-46, F-53, F-61, F-62, F-77, F-81, F-84, F-91, and
F-99 of the Registration Statement.

*             *             *

55 Hudson Yards, New York, New York 10001-2157

t: +1 212 479 6000 f: +1 212 479 6275 cooley.com

    Will
    H. Cai

    +852
    3758 1210

    wcai@cooley.com

If you have any questions regarding the response
letter, please contact the undersigned by phone at +852-3758-1210 or via e-mail at wcai@cooley.com.

    Very truly yours,

    /s/
Will H. Cai

    Will H. Cai

 cc: Linghui Kong, Chief Executive Officer, Bitdeer Technologies Holding Company

Naphat Sirimongkolkasem, Chief Financial Officer, Blue Safari Acquisition Corp.

Nicholas H.R. Dumont, Esq., Partner, Cooley LLP

Reid S. Hooper, Esq., Partner, Cooley LLP

Danielle Bian, Partner, MaloneBailey, LLP

David Grossman, Partner, Marcum LLP

Derek Dostal, Esq., Partner, Davis Polk & Wardwell LLP

Howard Zhang, Esq., Partner, Davis Polk & Wardwell LLP

United States securities and exchange commission logo
March 1, 2023
Linghui Kong
Chief Executive Officer
Bitdeer Technologies Group
08 Kallang Avenue
Aperia Tower 1, #09-03/04
Singapore 339509
Re:Bitdeer Technologies Group
Amendment No. 11 to Draft Registration Statement on Form F-4
Submitted February 10, 2023
CIK No. 0001899123
Dear Linghui Kong:
            We have reviewed your amended draft registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 11 to Draft Registration Statement on Form F-4
Risk Factors, page 42
1.Please provide risk factor disclosure clarifying that, based on the relevant facts as they
exist today, Zcash may be a security under the federal securities laws.

 FirstName LastNameLinghui Kong
 Comapany NameBitdeer Technologies Group
 March 1, 2023 Page 2
 FirstName LastName
Linghui Kong
Bitdeer Technologies Group
March 1, 2023
Page 2
            You may contact Melissa Walsh, Senior Staff Accountant, at (202) 551-3224 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Kyle Wiley, Staff
Attorney, at (202) 344-5791 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Will Cai

United States securities and exchange commission logo
February 8, 2023
Linghui Kong
Chief Executive Officer
Bitdeer Technologies Group
08 Kallang Avenue
Aperia Tower 1, #09-03/04
Singapore 339509
Re:Bitdeer Technologies Group
Amendment No. 10 to Draft Registration Statement on Form F-4
Submitted February 03, 2023
CIK No. 0001899123
Dear Linghui Kong:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 31, 2023 letter.
Amendment No. 10 to Draft Registration Statement on Form F-4
Information Related to Bitdeer
Energy, page 212
1.We note your response to prior comment 5 and reissue it, in part. In light of the
importance of energy to your operations, please provide detail about the production
of energy used at your mining datacenters.  For example, discuss whether the power
suppliers at each of your datacenters are coal-fired plants or hydroelectric facilities.
Bitdeer's Directors and Executive Officers, page 215
2.Update your total compensation paid and benefits in-kind provided to your directors and

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executive officers for the year ended December 31, 2022.
Bitdeer Technologies Holding Company and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
Note 20. Related Party Transactions, page F-58
3.We continue to consider your responses to comment 3 in your letter dated September 6,
2022, to comments 2 and 3 in your letter dated November 3, 2022, and to comment 7 in
your letter dated November 23, 2022, in addition to your letter dated December 21, 2022,
regarding your accounting for cryptocurrency lending transactions and wealth
management products and may have further comment.
General
4.We note mention of Genesis Mining and Power Mining Pool on page 80 in your filing.
Please disclose whether you or Matrixport have any direct or indirect relationship with
either company.
            You may contact Melissa Walsh, Senior Staff Accountant, at (202) 551-3224 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Kyle Wiley, Staff
Attorney, at (202) 344-5791 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Will Cai

United States securities and exchange commission logo
January 31, 2023
Linghui Kong
Chief Executive Officer
Bitdeer Technologies Group
08 Kallang Avenue
Aperia Tower 1, #09-03/04
Singapore 339509
Re:Bitdeer Technologies Group
Amendment No. 9 to Draft Registration Statement on Form F-4
Submitted January 11, 2023
CIK No. 0001899123
Dear Linghui Kong:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
December 23, 2022 letter.
Amendment No. 9 to Draft Registration Statement on Form F-4
Bitdeer's results of operations have been and are expected to continue to be significantly
impacted by Bitcoin price fluctuation, page 42
1.We note the changes made in response to prior comment 2.  It is unclear why the dated
information from Frost & Sullivan on page 43 effectively illustrates the risk being
presented, especially in light of the current price of Bitcoin.  Please revise or advise.
Bitdeer may not have adequate sources of recovery if the cryptocurrencies held by it are lost,
stolen or destroyed..., page 65

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2.To further illustrate the risk being presented, consider adding disclosure detailing the
material differences between using a crypto exchange versus a bank as custodian for a
material amount of your assets.
Risk Factors
The nature of Bitdeer's business requires the application of complex financial accounting rules...,
page 73
3.Please revise to explain how actions by the FASB impact your financial statements,
considering that your financial statements are prepared and presented in accordance with
IFRS as issued by IASB.
Information Related to Bitdeer, page 198
4.We note your response to prior comment 16. Please include the last two bullet points as
disclosure in your filing.
Information Related to Bitdeer
Energy, page 211
5.In light of the importance of energy to your operations, please provide detail about the
production of energy used at your mining datacenters.  For example, discuss whether the
power suppliers at each of your datacenters are coal-fired plants or hydroelectric
facilities. Explain how the ratio of carbon-free power supply is calculated and how your
datacenters in Pangborn, Molde and Tydal have all achieved 100% ratios.
Key Factors Affecting Our Results of Operations
Price and volatility of Bitcoin, page 226
6.We note your revised disclosure in response to prior comment 24.  Your discussion of the
depreciation potential should include a discussion of the amount by which Bitcoin prices
have declined since November 2021, similar to your discussion of the appreciation of
Bitcoin through November 2021.  Please revise.

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Bitdeer's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Quantitative and Qualitative Disclosure about Financial Risk
Liquidity Risk, page 248
7.We note your revised disclosure in response to prior comment 17.  We note that in this
section you also continue to indicate that anticipated cash flow from operations, in
addition to cash and cash equivalents, will be sufficient to meet your current and
anticipated working capital requirements and capital expenditures.  Please revise any
reference to anticipated cash flow from operations, in light of your historical use of cash
in operating activities.
Bitdeer Technologies Holding Company and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
Note 20. Related Party Transactions, page F-58
8.We continue to consider your responses to comment 3 in your letter dated September 6,
2022, to comments 2 and 3 in your letter dated November 3, 2022, and to comment 7 in
your letter dated November 23, 2022, in addition to your letter dated December 21, 2022,
regarding your accounting for cryptocurrency lending transactions and wealth
management products and may have further comment.
9.We note your revised disclosure in response to prior comment 25 that your founder and
sole director is the co-founder and chairman of the board of directors of Matrixport
Group.  Please also elaborate on the nature of this relationship in your notes to the
financial statements.  Refer to ASC 850-10-50-1(a).
            You may contact Melissa Walsh, Senior Staff Accountant, at (202) 551-3224 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Kyle Wiley, Staff
Attorney, at (202) 344-5791 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Will Cai

United States securities and exchange commission logo
December 23, 2022
Linghui Kong
Chief Executive Officer
Bitdeer Technologies Group
08 Kallang Avenue
Aperia Tower 1, #09-03/04
Singapore 339509
Re:Bitdeer Technologies Group
Amendment No. 8 to Draft Registration Statement on Form F-4
Submitted November 23, 2022
CIK No. 0001899123
Dear Linghui Kong:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
November 17, 2022 letter.
Amendment No. 8 to Draft Registration Statement on Form F-4
General
1.Provide disclosure of any significant crypto asset market developments material to
understanding or assessing your business, financial condition and results of operations, or
share price since your last reporting period, including any material impact from the price
volatility of crypto assets.
2.Revise to address any material risk or impact that the current crypto asset market
disruption may have on the use and valuation of Bitdeer's mining machines.  Address any

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material risks to Bitdeer resulting from the price and volatility of Bitcoin, including the
risk that such volatility may impact the ability of Bitdeer to generate profits from the
operation of its crypto mining machines.  In this regard, revise your disclosure to include a
“breakeven analysis” comparing the value of one mined Bitcoin to your cost to mine the
one Bitcoin. Your analysis should identify and explain the inputs used in your calculation.
3.We note press reports indicating that Bitdeer and its related parties are involved in setting
up a fund to buy distressed assets from Bitcoin miners.  Please disclose, if material,
Bitdeer's strategy related to purchasing distressed assets from miners, including a
description of past, current and/or future agreements or plans to invest in these assets, and
a description of the fund (amount, purpose, etc.).  In doing so, advise how the decrease in
value of these assets has impacted or will impact any investment strategy related to
purchasing distressed mining assets given the value of mining assets has decreased due to
market volatility and increased energy costs.
Risk Factors, page 42
4.Describe any material risks to your business from the possibility of regulatory
developments related to crypto assets and crypto asset markets.  Identify material pending
crypto legislation or regulation and describe any material effects it may have on your
business, financial condition, and results of operations.
5.To the extent material, describe any of the following risks due to disruptions in the crypto
asset markets:

•Risk from depreciation in your stock price.

•Risk of loss of customer demand for your products and services.

•Financing risk, including equity and debt financing.

•Risk of increased losses or impairments in your investments or other assets.

•Risks of legal proceedings and government investigations, pending or known to be
threatened, in the United States or in other jurisdictions against you or your affiliates.

•Risks from price declines or price volatility of crypto assets.
Although Bitdeer has an organic way of growing its mining fleet, its business is nevertheless
capital intensive..., page 44
6.Describe any material financing, liquidity, or other risks you face related to the impact
that the current crypto asset market disruption has had, directly or indirectly, on the value
of the crypto assets you use as collateral or the value of your crypto assets used by others
as collateral.

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Changes in international trade policies and international barriers to trade may have an adverse
effect..., page 58
7.Describe any material risks you face related to the assertion of jurisdiction by U.S. and
foreign regulators and other government entities over crypto assets and crypto asset
markets.
Concerns about greenhouse gas emissions and global climate change may result in
environmental taxes..., page 59
8.We note the recent enactment of legislation in New York establishing a two-year
moratorium on issuing permits for certain cryptocurrency mining operations that use
carbon-based power sources.  Although you do not operate in New York, discuss the
possibility of similar laws being enacted in jurisdictions that you do operate in.
Bitcoin exchanges and wallets, and to a lesser extent, the Bitcoin network itself..., page 62
9.To the extent material, discuss any reputational harm you may face in light of the recent
disruption in the crypto asset markets.  For example, discuss how market conditions have
affected how your business is perceived by customers, counterparties, and regulators, and
whether there is a material impact on your operations or financial condition.
Bitdeer may not have adequate sources of recovery if the cryptocurrencies held by it are lost...,
page 62
10.We note the media has reported on Matrixport's exposure to recent distress in the crypto
asset market.  We also note that Bitdeer primarily utilizes Matrixport to dispose of its
crypto assets.  Disclose any material losses Bitdeer has incurred or been exposed to as a
result of its relationship and transactions with Matrixport.  Revise your risk factor
disclosure to describe any material risk to Bitdeer, either direct or indirect, due to
excessive redemptions, withdrawals, or a suspension of redemptions or withdrawals, of
crypto assets from Matrixport or other exchanges or platforms Bitdeer may use.  Identify
any material concentrations of risk and quantify any material exposures.
Bitdeer requires certain approvals, licenses, permits and certifications to operate. Any failure to
obtain or renew..., page 72
11.We note your disclosure that Bitdeer is required to maintain certain approvals and
licenses in accordance with the laws and regulations in the jurisdictions in which it
operates.  With a view towards revised disclosure, advise whether there are governmental
licenses and authorizations required for Bitdeer to offer its products and services to
customers.  Describe any material risks you face from unauthorized or impermissible
customer access to your products and services outside of jurisdictions where you have
attained the applicable permissions, if any.  Describe any steps you take to restrict access
of U.S. persons to your products and services and any related material risks.

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Bitdeer's management and compliance personnel have limited experience handling a listed...,
page 80
12.To the extent material, describe any gaps your board or management have identified with
respect to risk management processes and policies in light of current crypto asset market
conditions as well as any changes they have made to address those gaps.
Certain Projected Information of Bitdeer, page 136
13.We note the projections provided by Bitdeer to BSGA included in your registration
statement were prepared in December 2021 for the two-year period ending December 31,
2022.  Given the age of the projections and the recent volatility, bankruptcies and
financial distress in the crypto asset market, please confirm whether or not the projections
still reflect management’s views on future performance.  Describe what consideration
your board gave to obtaining updated projections or a lack of reliance upon the
projections.  In doing so, address whether key assumptions underlying the projections
have reflected actual performance (including, but not limited to, the price of Bitcoin and
Bitdeer’s proprietary and total network hash rate and the number and efficiency of its
mining machines).
Information Related to Bitdeer, page 190
14.We note your disclosure that disposal of crypto assets has been "primarily" to Matrixport
Group.  Please tell us the frequency with which you withdraw fiat currency from
Matrixport.  With a view towards revised disclosure, advise whether Bitdeer is dependent
on any other platforms to liquidate its Bitcoin or other crypto assets or convert such crypto
assets into fiat currency.  Address the company's reliance on any such
platform.  Additionally, to the extent material, discuss how recent market events,
including the bankruptcies of certain crypto market participants (including, but not limited
to, FTX, Alameda Research, Core Scientific, Compute North, Voyager
Digital and Celsius Mining), and the downstream effects of those events have impacted or
may impact Bitdeer's business, financial condition, customers, and counterparties, either
directly or indirectly.  Clarify whether Bitdeer has material assets that may not be
recovered due to the bankruptcies or may otherwise be lost or misappropriated.
15.If material to an understanding of your business, describe any direct or indirect exposures
to other counterparties, customers, custodians, or other participants in crypto asset markets
known to:

•Have filed for bankruptcy, been decreed insolvent or bankrupt, made any assignment
for the benefit of creditors, or have had a receiver appointed for them.

•Have experienced excessive redemptions or suspended redemptions or withdrawals
of crypto assets.

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•Have the crypto assets of their customers unaccounted for.

•Have experienced material corporate compliance failures.
16.We note your disclosure on page 200 that Bitdeer's custody accounts in Matrixport Group
are protected by username, password, and hardware tokens.  If material to an
understanding of your business, discuss any other steps you take to safeguard your
customers’ crypto assets and describe any policies and procedures that are in place to
prevent self-dealing and other potential conflicts of interest.  Describe any policies and
procedures you have regarding the commingling of assets, including customer assets, your
assets, and those of affiliates or others.  Identify what material changes, if any, have been
made to your processes in light of the current crypto asset market disruption.
Additionally, to the extent not already addressed on page 62, describe any material risks
related to safeguarding your, your affiliates’, or your customers’ crypto assets. Describe
any material risks to your business and financial condition if your policies and procedures
surrounding the safeguarding of crypto assets, conflicts of interest, or comingling of assets
are not effective.
Policies and Procedures Related to Our Cryptocurrencies, page 198
17.We note your revised disclosures on pages 233 and 234 in response to prior comment
2.  Consistent with our prior comment, in light of your historical use of cash in operating
activities, please also revise the disclosure on page 199 indicating anticipated cash flow
from operations, in addition to your cash reserves, will be sufficient to meet your current
and anticipated working capital requirements and capital expenditures.
18.You state that "[t]he legal test for determining whether any given digital asset is a
security, as described above, is a highly complex, fact-driven analysis that may evolve
over time,” that the SEC "generally does not provide sufficient guidance or confirmation
on the status of any particular digital asset as a security," and that "the SEC’s views in this
area have evolved over time and it is difficult to predict the direction or timing of any
continuing evolution."  Please remove these statements as the legal tests are well
established by U.S. Supreme Court case law and staff have issued reports, orders, and
statements that provide guidance on when a crypto asset may be a security for purposes of
the U.S. federal securities laws.
19.We note your response to prior comment 14 in your letter dated December 21, 2022.  You
advise that Bitdeer "expects to collect or fully redeem all lending or wealth management
products previously purchased from Matrixport Group by the end of December of 2022
and Bitdeer does not foresee any issues with such collection or redemption."  Update your
registration statement to reflect this response regarding the status of Bitdeer's investments
with Matrixport and its plans for any future business with Matrixport.  Your revised
disclosure here and on page 245 should clearly disclose, as of the date of your registration
statement, all loans and transactions with Matrixport, including wealth management

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products or amounts that are otherwise owed or due to Matrixport.  Refer to Item 7.B. of
Form 20-F.
Bitdeer's Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 214
20.Disclose whether you have experienced, either directly or indirectly, prohibitions from
redeeming or withdrawing crypto assets and explain the potential effects on your financial
condition and liquidity.
21.We note that you own or have issued crypto assets and/or hold crypto assets on behalf of
third parties.  To the extent material, explain whether these crypto assets serve as
collateral for any loan, margin, rehypothecation, or other similar activities to which you or
your affiliates are a party.  If so, identify and quantify the crypto assets used in these
financing arrangements and disclose the nature of your relationship for loans with parties
other than third-parties.  State whether there are any encumbrances on the collateral.
 Discuss whether the current crypto asset market disruption has affected the value of the
underlying collateral.
22.To the extent material, explain whether, to your knowledge, crypto assets you own or have
issued serve as collateral for any other person’s or entity’s loan, margin, rehypothecation
or similar activity.  If so, discuss whether the current crypto asset market disruption has
impacted the value of the underlying collateral and explain any material financing and
liquidity risk this raises for your business.
23.Your disclosure states Bitdeer has "historically achieved significant growth in recent
periods."  In light of recent market events related to Bitdeer's business, advise whether
Bitdeer expects to continue to achieve the same or similar level of growth in future
periods.  Amend your disclosure to discuss whether (or not) Bitdeer expects this growth
trend to continue.  In this regard, we also note your response dated December 21, 2022 to
prior comment 14 indicating that the "decrease in Bitcoin price resulted from the FTX
bankruptcy is expected to negatively impact Bitdeer’s mining yields."  Relatedly, we note
your disclosure on page 45 that Bitdeer may not be able to maintain

United States securities and exchange commission logo
November 17, 2022
Linghui Kong
Chief Executive Officer
Bitdeer Technologies Group
08 Kallang Avenue
Aperia Tower 1, #09-03/04
Singapore 339509
Re:Bitdeer Technologies Group
Amendment No. 7 to Draft Registration Statement on Form F-4
Submitted November 3, 2022
CIK No. 0001899123
Dear Linghui Kong:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments given
on October 25 and 26, 2022.
Amendment No. 7 to Draft Registration Statement on Form F-4
Bitdeer's Management's Discussion and Analysis of Financial Condition...
Results of Operations
Comparison of Six Months Ended June 30, 2021 and 2022, page 226
1.Please revise to ensure that you provide a qualitative and quantitative analysis of each of
the contributing or offsetting factors that caused material changes in your results of
operations.  In this regard, explain and quantify the other factors contributing to the
decrease in revenue generated from your proprietary mining business other than the price
drop of Bitcoin, such as the comparative number of bitcoin mined and/or the amount of

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hash rate allocated to your proprietary mining business during each of the periods.  Also,
in your discussion of the change in revenue generated from Cloud Hash Rate, disclose the
impact of generating less additional consideration from arrangements offered under
accelerator mode and the comparative amount of hash rate allocated to Cloud Hash Rate
in each of the periods.  In addition, please identify if any of these factors represent a trend
that is reasonably expected to have a material impact.
Liquidity and Capital Resources, page 233
2.You indicate anticipated cash flow from operations is one of the sources of cash to meet
your current and anticipated working capital requirements and capital expenditures for at
least the next 18 months.  In light of the historical net cash used in operating activities,
please revise this disclosure and disclosures throughout your filing indicating that you
anticipate generating cash flow from operations.
3.In addition to disclosing the difference between net loss and net cash used in operating
activities, you should also include a discussion of the underlying reasons for changes in
working capital items that affect operating cash flows.  Your discussion and analysis of
operating activities should focus on the primary drivers of and other material factors
necessary to understand your cash flows and the indicative value of historical cash flows.
Please revise to provide disclosure and analysis of the underlying factors that affect your
operating cash flows that are not readily apparent from your cash flow statements.
Quantitative and Qualitative Disclosure about Financial Risk, page 236
4.Consistent with comment 36 in our letter dated January 11, 2022, please revise to provide
quantitative information for cryptocurrency risk exposure.  Refer to Part I, Item 11(a) of
Form 20-F.
Bitdeer Technologies Holding Company and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
Note 20. Related Party Transactions, page F-57
5.We continue to consider your responses to comment 3 in your letters dated September 6,
2022 and November 3, 2022 regarding your accounting for the wealth management
product and may have further comment.
6.We continue to consider your response to comment 2 in your letter dated November 3,
2022 regarding your accounting of USDC lending transactions and may have further
comment.
7.We note that you have entered into a loan agreement for 15 million USDT and purchased
type B wealth management products in the aggregate amount of 60 million USDT during
the six months ended June 30, 2022.  Further describe the material rights and obligations
of both parties to the loan and the investments.  Please explain how you are accounting for
these transactions and cite the literature that supports your accounting.  As part of your

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response, explain how you reached the conclusion that the cryptocurrencies lent are not
derecognized, as noted from your disclosure on page F-74.
Notes to the Combined and Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
p. Revenue recognition, page F-78
8.We note your revised disclosure of your revenue recognition policy for Cloud Hash Rate
arrangements in response to prior comment 7.  Please address the following:

•Clarify the statement indicating that the electricity subscriptions are sold separately,
considering that electricity appears to be one of the two promises that are treated as a
single performance obligation in your arrangements;

•You indicate that the price of both plans is fixed at the commencement of each
subscription.  Please clarify your disclosure to address whether the transaction price
is fixed or variable or both at the inception of the contract.  In this regard, we note
that the unit price of the electricity subscription fee is subject to adjustment each
electricity subscription period; and

•We note that revenue is recognized over time and amortized ratably throughout the
duration of each plan.  Considering you are providing a series of distinct services and
the unit price of the electricity subscription fee is subject to adjustment each
electricity subscription period, please explain how ratable recognition is an
appropriate method of measuring progress and clarify how you are allocating the
transaction price to each distinct service in the series.  Also tell us how you
considered the guidance in paragraph 89 of IFRS 15.
9.We note your revised disclosure of your revenue recognition policy for Cloud Hosting
arrangements in response to prior comment 7.  You indicate that revenue is recognized
ratably throughout the term of the service.  Please tell us if this statement relates to only
the fixed consideration, and, if so, please clarify your disclosure.  In this regard, we note
that variable consideration is allocated entirely to the corresponding distinct service
period.  In addition, please explain how ratable recognition is an appropriate method of
measuring progress and clarify how you are allocating the transaction price to each
distinct service in the series.
10.For General Hosting arrangements, please revise to clarify the promises in the
arrangement and how you determined that you have a single performance obligation.  In
addition, please clarify whether you charge separate fees for the provision of custody and
maintenance services.

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Page 4
            You may contact Melissa Walsh, Senior Staff Accountant, at (202) 551-3224 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Priscilla Dao, Staff
Attorney, at (202) 551-5997 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Will Cai

United States securities and exchange commission logo
June 30, 2022
Linghui Kong
Chief Executive Officer
Bitdeer Technologies Group
08 Kallang Avenue
Aperia Tower 1, #09-03/04
Singapore 339509
Re:Bitdeer Technologies Group
Amendment No. 4 to Draft Registration Statement on Form F-4
Submitted June 10, 2022
CIK No. 0001899123
Dear Mr. Kong:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our May 10, 2022 letter.
Amendment No. 4 to Draft Registration Statement on Form F-4
Selected Historical Financial Information of BSGA, page 31
1.Please revise to ensure that all amounts presented in the selected historical financial
information tables agree to your financial statements.  For example only, you indicate that
net cash provided by financing activities for the period ended December 31, 2021 was
$413,417; however, your statement of cash flows on page F-21 indicates the amount is
$58,887,044.

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Page 2
Unaudited Pro Forma Condensed Combined Statement of Operations..., page 107
2.We note that adjustments (AA) and (BB) represent adjustments to eliminate nonrecurring
transaction costs that are reflected in the historical financial statements.  Please revise as
these adjustments do not comply with the recently revised pro forma requirements in
Article 11 of Regulation S-X.  Refer to Section II.D.1.c of the adopting release on the
Commission’s website at https://www.sec.gov/rules/final/2020/33-10786.pdf.
Bitdeer's Management's Discussion and Analysis of Financial Condition...
Overview, page 203
3.Please clarify your disclosure here, and throughout your filing, that you generated 3.9
EH/s hosting hash rate from customer-owned mining machines hosted in your mining
datacenters.  In this regard, explain which of your business lines generated this hash rate.
Bitdeer Technologies Holding Company and Subsidiaries
Notes to the Combined and Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
h. Cryptocurrencies, page F-44
4.We note your responses to prior comments 10 and 11 in your letter dated April 6, 2022
and continue to evaluate your analysis.
5.We note your response to prior comment 13 in your letter dated April 6, 2022 and your
revised disclosure in response to prior comment 3 and continue to evaluate your analysis.
6.You state that substantially all of your cryptocurrencies are received from your revenue
arrangements.  As such, please reconcile the additions to the balance of cryptocurrencies,
as noted from your rollforward on page F-62, to total revenue recognized during the
periods and explain the nature of the other additions.
p. Revenue recognition, page F-47
7.We note your responses to prior comments 15, 16, 17, and 19 in your letter dated April 6,
2022 regarding Cloud Hash Rate and Cloud Hosting arrangements and continue to
evaluate your analysis.  As you proposed on the call with the Staff on June 28, 2022,
please provide us with your comprehensive analysis supporting your accounting position,
including the specific rights and obligations of each of the parties in the arrangements and
your application of the authoritative accounting guidance.
8.In regard to your Cloud Hash Rate arrangements, you state that customers are able to use
the computing power you provide to make transaction validation arrangements with
mining pools to obtain mining rewards.  You also state on page 209, “Customers are able
to use the subscribed computing power provided by us to enter into transaction validation
arrangements with mining pools to obtain mining rewards.”  Please clarify your
disclosure, consistent with your response to prior comment 17 in your letter dated April 6,

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2022 indicating that mining pool operators do not have separate contracts with the Cloud
Hash Rate customers.
9.You indicate in your response to prior comment 19 in your letter dated April 6, 2022 that
you reassessed the accounting for Cloud Hosting arrangements and instead of recognizing
the upfront payment as revenues upon the deployment of mining machines, the upfront
payment should be recognized over the life of the mining machines.  In addition, we note
from your prior filings that you previously recognized the upfront payment net of the
remaining net book value of the associated mining machine.  Please explain the financial
impact of these changes in accounting and revise to disclose the error in the prior financial
statements.
10.We note that you provide General Hosting services to enable your customers to run
blockchain computing operations.  Please explain the basis for your accounting for these
arrangements and address the following:
•Explain the material rights and obligations of the parties to the contract, including,
but not limited to, your promises to the customer and the transaction price.  Also
provide us with a representative contract.
•Tell us whether these arrangements are or contain a lease under IFRS 16 and provide
us with your accounting analysis.
•Tell us whether you have control over the customer-owned mining machine and
provide us with your accounting analysis.
•Explain how you determined that your performance obligations are satisfied over
time and the method used to recognize revenue.
11.In regard to your proprietary mining, please clarify the performance obligation(s) in your
contracts with mining pool operators.  In this regard, you state that you perform mining
activities by participating in mining pools, but also indicate that providing computing
power is the only performance obligation in your contracts with mining pool operators.
            You may contact Melissa Walsh, Senior Staff Accountant, at (202) 551-3224 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Priscilla Dao, Staff
Attorney, at (202) 551-5997 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Will Cai

United States securities and exchange commission logo
May 10, 2022
Linghui Kong
Chief Executive Officer
Bitdeer Technologies Group
08 Kallang Avenue
Aperia Tower 1, #09-03/04
Singapore 339509
Re:Bitdeer Technologies Group
Response Submitted April 6, 2022 to Comments on Amendment No. 2 to Draft
Registration Statement on Form F-4
Submitted April 6, 2022
CIK No. 0001899123
Dear Mr. Kong:
            We have reviewed your response letter submitted April 6, 2022 and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Response Submitted April 6, 2022 to Comments on Amendment No. 2 to Draft Registration
Statement on Form F-4
Bitdeer Technologies Holding Company and Subsidiaries
Notes to the Unaudited Condensed Combined and Consolidated Financial Statements
Note 3. Changes in Significant Accounting Policies
b. Cryptocurrency lending, page F-35
1.We note your response to prior comments 10 and 11 and continue to evaluate your
analysis.

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Notes to the Combined Financial Statements
Note 2. Summary of Significant Accounting Policies
h. Cryptocurrencies, page F-62
2.We note your response to prior comment 13 and continue to evaluate your analysis.
3.We note your proposed revised disclosure in response to prior comment 13.  Please further
revise to clarify that cryptocurrencies received from your revenue arrangements are not an
addition to operating activities; rather, an adjustment to remove the noncash item.
l. Mining machines, page F-64
4.We note your proposed revised disclosure in response to prior comment 14.  Please
address the following:

•In light of your reassessment of the accounting for Cloud Hosting arrangements as
noted in response to prior comment 19, please explain the type of arrangements in
which the sales of mining machines to customers are recognized at the point in time
when control of the mining machines is transferred to the customer upon deployment
of the mining machines;

•Please clarify what you consider to be the amount of promised consideration to which
the Group is expected to be entitled; and

•Please tell us the nature of amounts collected on behalf of third parties that are
excluded from revenue and cite the guidance that supports your accounting.
5.In response to prior comment 14, we note that you reassessed and concluded the sale of
mining machines should be accounted for in accordance with IFRS 15.  Please provide us
with a reevaluation of your classification of the cash flows related to proceeds from the
sale of mining machines and cash outflows for the purchase of mining machines as cash
flows from investing activities and cite the guidance that supports your accounting.
o. Revenue recognition, page F-65
6.We note your proposed revised disclosure in response to prior comment 18 regarding
proprietary mining arrangements.  Consistent with your January 24, 2022 response to
prior comment 45, please also indicate the relative amount of the transaction verification
fees.
7.We note your responses to prior comments 15, 16, 17, and 19 regarding Cloud Hash Rate
and Cloud Hosting arrangements and continue to evaluate your analysis.

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8.We note your proposed revised disclosure of the Cloud Hosting accounting policy in
response to prior comment 19 indicating revenue is recognized ratably over the term of
the service.  Please elaborate on the period over which revenue is recognized.  In this
regard, we note that the upfront payment is for the promise to provide the computing
power generated from specified mining machines over the life of the mining machines and
the hosting fees are based on the customer’s consumption of electricity every ten days.
Note 19. Subsequent Events, page F-91
9.We note that you have entered into a loan agreement for 30 million USDC and purchased
a short-term wealth management product in the amount of 30 million USDT.  Please
explain how you are accounting for these transactions and cite the literature that supports
your accounting.  Describe the material rights and obligations of both parties to the loan
and the investment.  In addition, please explain how the transactions are reflected in each
of your financial statements.
            You may contact Melissa Walsh, Senior Staff Accountant, at (202) 551-3224 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Priscilla Dao, Staff
Attorney, at (202) 551-5997 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Will Cai

United States securities and exchange commission logo
March 28, 2022
Linghui Kong
Chief Executive Officer
Bitdeer Technologies Group
08 Kallang Avenue
Aperia Tower 1, #09-03/04
Singapore 339509
Re:Bitdeer Technologies Group
Amendment No. 2 to Draft Registration Statement on Form F-4
Submitted March 7, 2022
CIK No. 0001899123
Dear Mr. Kong:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
February 23, 2022 letter.

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March 28, 2022
Page 2
Amendment No. 2 to Draft Registration Statement on Form F-4
Questions and Answers about the Proposals
What are the U.S. federal income tax consequences..., page 20
1.We note your response to prior comment 2 and are unable to agree.  The vote of all
Bitdeer shareholders may not be necessary to approve the business combination, yet the
transaction has been structured to issue the shares in a registered transaction pursuant to
Rule 145.  Therefore, an investment decision is imputed to all Bitdeer shareholders, and
unless the tax consequences to those shareholders is not material or the disclosure
indicates that the transaction is expected to be taxable for Bitdeer shareholders, an opinion
of counsel is required by Item 601(b)(8) of Regulation S-K.
Risk Factors
If BSGA's security holders exercise their registration rights..., page 81
2.We note nominal price per shares paid by the initial shareholders for their shares.
Highlight the possibility of significant sales by the initial shareholders following
registration of their resales even if the trading price for the company is considerably lower
than the current trading price of the company's shares further exacerbating the ability of
the company's stock to trade at a premium to its current market price.
Appraisal Rights, page 141
3.We note your response to prior comment 6 but also note that your disclosure focuses on
the technical requirements for exercising appraisal rights.  Your disclosure continues to
notify shareholders that their appraisal rights "are available to the holders of the BSGA
Ordinary Shares in connection with the First Merger but not with other transaction (sic) in
the Business Combination."  The primary purpose of this disclosure is to advise
shareholders on how to properly exercise their appraisal rights, so unless there is practical
reason to distinguish between actions to be taken with respect to the First Merger and the
other steps of the Business Combination, highlighting that appraisal rights are
only available in connection with the First Merger may be confusing to BSGA
shareholders.  Please advise or revise.
Information Related to Bitdeer
Our Cryptocurrencies
Cryptocurrencies and Protocols Involved in Our Business, page 187
4.Please further break-out the digital assets that constitute the "Others" category in your
tabular disclosure.

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Policies and Procedures Related to Our Cryptocurrencies, page 187
5.Please further break-out the digital assets that constitute the "Others" category in your
tabular disclosure.
6.We note your response to prior comment 9; however, you have added the term
"stablecoin" to your revised definition of "USDC" on page 9.  Further explain your use of
this term or remove it from the definition.
7.Although you state that you did not leverage your cryptocurrencies to generate additional
income through lending prior to June 30, 2021, you appear to have embarked on such a
strategy since that date.  Expand your MD&A discussion to address your present and
future income generating activities tied to cryptocurrency lending, and your policy for
determining whether to leverage your crypto asset holdings.
8.Explain your "short-term wealth management product" entered into with the Matrixport
Group and discuss the purpose of this arrangement.
9.Explain how your $30 million USDC loan to Matrixport Group generated investment
income.
Bitdeer Technologies Holding Company and Subsidiaries
Notes to the Unaudited Condensed Combined and Consolidated Financial Statements
Note 3. Changes in Significant Accounting Policies
b. Cryptocurrency lending, page F-35
10.Please refer to prior comment 11.  In your response you state that you believe IFRS 9
supports your accounting for the lending arrangement.  Noting that this guidance applies
to contracts to buy or sell a non-financial item that can be settled net in cash or another
financial instrument, or by exchanging financial instruments, please clarify for us why you
believe this guidance is applicable to the lending of crypto assets.
11.Please refer to prior comment 11.  If your lending arrangements are not within the scope
of IFRS 9, please tell us how you considered the guidance in IFRS 15.  Please tell us how
you considered if the borrower has obtained control, as defined in paragraph 33 of IFRS
15, of the crypto assets that you lend and, to the extent the borrower must return the crypto
asset, how you considered paragraphs B64 to B76 of IFRS 15.
Notes to the Combined Financial Statements
Note 2. Summary of Significant Accounting Policies
h. Cryptocurrencies, page F-62
12.We note your statement in your response to prior comment 12 that "Bitdeer
identifies impairment of cryptocurrencies at an individual asset level and records
impairment measured as the difference between the cost (defined as the carrying amount
of an individual asset) and the recoverable amount according to paragraph 8 of IAS 36."

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Please explain why you identify impairment at an individual asset level and then use the
weighted average cost method to measure impairment.  Please provide the IFRS citations
or guidance that supports your statement that the "first-in-first-out (“FIFO”) or weighted
average formula to determine the carrying amount of the cryptocurrency to derecognize is
a policy election allowed under IFRS."  Clarify why you are not using the carrying
amount of an item for measuring impairment.  In addition, confirm that upon sale of
a crypto asset you derecognize that asset at its carrying amount and do not use FIFO or
weighted average formula to determine the carrying amount.
13.Please clarify your statement that "the receipt of cryptocurrencies is included in the
operating activities" as it implies that such amounts are included as cash inflows to net
cash flows from operating activities.  Revise this statement to explain that the receipts of
cryptocurrencies are being added back to operating activities since they represent a non-
cash adjustment.  Further, please tell us why including the disposals of cryptocurrencies in
the investing activities is proper when the receipt of cryptocurrencies is presented as
revenue.  Please provide us an accounting analysis with citation to authoritative literature
supporting your accounting treatment.
l. Mining machines, page F-64
14.We note your response to prior comment 14 indicating that the mining machines are
Bitdeer’s revenue-earning equipment, which would appear to meet the definition of
property, plant and equipment in IAS 16.  Furthermore, you indicate in your January 24,
2022 response to comment 39 that mining machines are not held for sale in the ordinary
course of business.  Paragraph 68 of IAS 16 is clear that gains from the sale of property,
plant, and equipment should not be classified as revenue.  Please revise accordingly.
o. Revenue recognition, page F-65
15.You indicate in response to prior comment 16 that Bitdeer’s performance obligation under
your Cloud Hash Rate offering is to provide the specified amount of computing power to
the customers and the customers obtain control over the computing power.  Please provide
a fulsome analysis of why you believe the customer obtains control over the computing
power given that Bitdeer has a substantive right to substitute the hash rate provided to the
customer (i.e., to provide hash rate from different mining machines) throughout the period
of use, as noted from your January 24, 2022 response to prior comment 43 and as defined
in paragraph 33 of IFRS 15.  Your analysis should include your consideration of the fact
you are combining and integrating the computing power assigned to your customers and
you control these combined inputs to provide the integrated computing power to the
mining pool operator.
16.Please refer to your response to prior comment 16 regarding your Cloud Hash Rate
offering.  Please clarify why you believe principal/agent considerations are not applicable,
specifically referring to how you considered B34 of IFRS 15.  In this regard, we note
various terms in your service agreement such as your classic and acceleration mode plans

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that provide the customer a net mining output or to recover electricity fees before
receiving a mining output when Bitdeer establishes the electricity fee, the fact that the user
can only connect with mining pools that cooperate with Bitdeer, and, as noted in your
response to prior comment 18, that the additional rewards that mining pools agree to pay
are paid to Bitdeer.
17.Tell us whether the mining pool operator have separate contracts with each of your Cloud
Hash Rate customers.  Please clarify whether your Cloud Hash Rate and/or Cloud Hosting
customers participate in a distinct mining pool without other third-party mining pool
customers.
18.Please revise to disclose why you do not disaggregate revenues earned from proprietary
mining between mining rewards and transaction verification fees as noted from your
January 24, 2022 response to prior comment 45.
19.We note your response to prior comment 22 regarding Cloud Hosting arrangements.
Please further explain how the customer has the ability to direct the use of the mining
machine while in your possession.  Clarify the enforceable rights and obligations under
your Cloud Hosting arrangements, and provide us with a representative contract with your
customers.  Indicate whether you have an explicit or implicit repurchase right or
obligation since you sell the mining machines on behalf of your customers.  Explain how
it is determined to sell a mining machine.  Tell us if customers ever take physical
possession of the mining machines and remove them from your data centers for their own
use or disposition.  Also explain how and when consideration for the arrangement is
transferred.  Provide us with your comprehensive accounting analysis of how you
determine if the customer obtains control of the mining machine under paragraphs 38,
BC64 to BC76, and B79 to B82 of IFRS 15.
20.Based on your response to prior comment 22, you appear to indicate that the Cloud
Hosting arrangements convey the right to control the use of an identified asset for a period
of time in exchange for consideration.  Please tell us whether these arrangements are or
contain a lease under IFRS 16 and provide us with your accounting analysis.

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            You may contact Melissa Walsh, Senior Staff Accountant, at (202) 551-3224 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Priscilla Dao, Staff
Attorney, at (202) 551-5997 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Will Cai

United States securities and exchange commission logo
February 23, 2022
Linghui Kong
Chief Executive Officer
Bitdeer Technologies Group
08 Kallang Avenue
Aperia Tower 1, #09-03/04
Singapore 339509
Re:Bitdeer Technologies Group
Amendment No. 1 to Draft Registration Statement on Form F-4
Submitted January 24, 2022
CIK No. 0001899123
Dear Mr. Kong:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
January 11, 2022 letter.
Amendment No. 1 to Draft Registration Statement on Form F-4
Cover Page
1.We note your response to prior comment 48. Please revise your cover page disclosure in a
similar fashion to clarify the mechanics of your Business Combination and your reasons
for structuring the transaction in three steps.

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Questions and Answers About the Proposals
Q. What are the U.S. federal income tax consequences..., page 20
2.We note your responses to prior comments 6 and 26 but are unable to agree.  Both
BSGA and Bitdeer investors are receiving registered securities pursuant to the registration
statement.  Therefore, your representations as to the material tax consequences must cover
both groups of investors.  If you do not believe that the tax consequences to Bitdeer
investors as a result of the Business Combination will be material (as indicated in your
response to prior comment 26), revise your disclosure to make this clear.
Summary of the Proxy Statement/Prospectus
Reasons for BSGA Board's Approval of the Business Combination, page 24
3.We note your response to prior comment 9.  Further clarify whether there are any actions
or representations by Bitdeer management that support your belief that the funds received
in the Business Combination will remain on the balance sheet.
Risk Factors
Growth in the popularity and the use of other blockchain networks..., page 61
4.We note your disclosure added in response to prior comment 16.  Explain why Bitcoin
"enjoys a first-to-market advantage over other networks such as PoS networks."  Explain
what "advantages" PoS networks may eventually provide over PoW networks.  Please
provide brief explanations of Proof of Work, Proof of Stake, Delegated Proof of Stake,
Proof of SpaceTime and Proof of Capacity.
A market for BTG ADSs may not develop, which would adversely affect..., page 86
5.We note your response to prior comment 17.  Please further expand this generic risk factor
to specifically address the number of ADSs held by Mr. Wu and your other insiders as
compared to those held by investors who will comprise your public market.
Appraisal Rights, page 101
6.We note your added disclosure in response to prior comment 19.  However, your
instructions to investors who may be interested in exercising their appraisal rights
continues to require investors to specifically refer to "the First SPAC Merger."  Unless the
vote on the First SPAC Merger could occur at a different time than the votes on the other
component mergers to the Business Combination, you should consider referring to "the
Business Combination" to avoid potential confusion.
Information Related to Bitdeer
Hosting, page 185
7.Please provide an explanation of the contract terms that may differ among long-term
hosting customers.

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Our Cryptocurrencies
Cryptocurrencies and Protocols Involved in Our Business, page 186
8.Please specify the percentage of your mining operations that each digital asset represents.
Policies and Procedures Related to Our Cryptocurrencies, page 186
9.We note your disclosure on page 186 regarding "stablecoins." Please revise to explain
what you mean by the term “stablecoin” as this term is used in a number of contexts and
does not have a fixed meaning. Please also describe in greater detail the reasons why you
hold or may hold stablecoins and your policies and procedures with respect to holding or
acquiring stablecoins. In regards to the statement that "stablecoins accounted for 1.5%,
15.3% and 63.0% in carrying value as of respective year/period end," please identify the
stablecoins that you hold and the percentage that each represents. In regards to the
statement that "Except for stablecoins, we do not leverage cryptocurrencies that we hold,
including Bitcoin, to generate additional income, through lending, hedging or
otherwise," please tell us how you use stablecoins to generate additional income.
10.We note your response to prior comment 29 and your cross-references to risk factor
disclosure.  However, we do not see any risk factor disclosure relating to potential
securities law issues if any of your cryptocurrencies are deemed to be securities in the
future.  Please revise.
Bitdeer Technologies Holding Company and Subsidiaries
Notes to the Unaudited Condensed Combined and Consolidated Financial Statements
Note 3. Changes in Significant Accounting Policies
b. Cryptocurrency lending, page F-35
11.We note the discussion of loans of cryptocurrency.  Provide an accounting analysis with
citation to authoritative literature supporting your accounting treatment.
Notes to the Combined Financial Statements
Note 2. Summary of Significant Accounting Policies
h. Cryptocurrencies, page F-62
12.We note that cost is calculated using the weighted average cost method when determining
impairment.  Tell us why you do not use the carrying amount as determined for an
individual asset.  Please cite the literature that supports your accounting.
l. Mining machines, page F-64
13.We note from your response to prior comment 39 that your estimate of the useful life of
mining machines is currently generally two years.  Please disclose the nature and amount
of the effect of this change in accounting estimate.  Refer to paragraph 39 of IAS 8.

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14.In response to prior comment 39, you indicate that the net gain or loss on sale of mining
machines is presented as other revenue included in the revenue line because the disposal
occurs regularly.  Tell us how this presentation complies with the guidance in paragraph
68 of IAS 16 indicating that gains should not be classified as revenue.  To the extent that
you continue to believe the classification as revenue is appropriate, please provide us with
a supporting accounting analysis with reference to authoritative guidance for your
classification of the cash flows related to proceeds from the sale of mining machines and
cash outflows for the purchase of mining machines as cash flows from investing
activities.
15.In response to prior comment 39, you indicate that disposal of mining machines,
considered revenue earning equipment, does not fall under the scope of IFRS 15 as it is
not an output of Bitdeer’s ordinary activities.  However, you also indicate that the disposal
occurs regularly, so Bitdeer has included the net gain or loss on the sale of mining
machines as other revenue.  Please tell us what consideration you gave to the guidance in
paragraph 68A of IAS 16, by analogy, and the recognition of the gross proceeds from the
sale of mining machines as revenue and the related cash payments and cash receipts as
operating activities.
o. Revenue recognition, page F-65
16.We note your response to prior comment 41 regarding your Cloud Hash Rate offering.
Please revise your revenue recognition policy to address the clarifying information
provided in the response. In addition, please clarify how the hash rate charge or fee is
determined.  Indicate whether you are providing each customer a specified amount of
computational power per second.  Clarify if the performance obligation is actually
validating blocks on the blockchain for your customers by providing computation power.
If so, provide your analysis of whether a mining reward would come to you thus making
you the principal.
17.We note your response to prior comment 43 and continue to evaluate your analysis.
18.You indicate in response to prior comment 44 that you only earn proprietary mining
revenue from mining rewards from your participation in mining pools.  Please clarify this
in your disclosure.  In addition, please explain what differentiates the revenue you earn as
a result of your mining activity from the revenue you earn from additional rewards from
mining pools.  Describe the plan or contract that results in additional rewards. Clarify how
you are compensated for mining activities that do not include the additional reward.
Describe your obligations under these plans and indicate whether you are obliged to
provide promises other than providing computational power.  That is, please clarify the
nature of the mining activities and explain how those activities each represent
a performance obligation under each contract or plan.

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19.You state, "The Group performs mining activities with its own mining machines to earn
cryptocurrency reward."  Please clarify whether the Company is only compensated for
successful block placement by the pool operator; that is, is the Company entitled to any
compensation for mining activities provided for a block that the pool operator is not
successful in placing?  Please clarify your enforceable rights and obligations over the
period of providing computational power to the mining pool.
20.Please clarify your disclosures in Note 3, Use of Judgments and Estimates, that
states, “The Group estimates the amount of cryptocurrency earned in a given day based on
the amount of hash rate it appropriates into the applicable practice as well as data feed
from the mining pools.”  Tell us what the phrase “appropriates in the applicable practice”
means.  Clarify why you need to estimate the amount of cryptocurrency earned and
indicate for which products you make this estimate.  Explain how you determine that
you earn a cryptocurrency from your mining activity.
21.Please clarify the time periods between successful placement of a block on the blockchain
by the pool operator, receipt of confirmation, and receipt of consideration.
22.We note that in Cloud Hosting arrangements you keep sold machines on premises and run
and maintain it for customers.  Indicate whether a customer ever gets control or can take
possession of sold machines.  Tell us how such a machine is disposed. Clarify whether
you can utilize the machine for another customer.  In addition, please tell us whether any
of the customers that purchased the machines also participate in the Cloud Hash offering.
Note 19. Subsequent Events, page F-91
23.We note your revised disclosure in response to prior comment 47.  You indicate that the
preliminary estimated fair value per share of the RSUs granted ranged between $0.17 and
$0.27.  Please confirm that this is the fair value of the underlying ordinary shares that the
RSUs represent upon vesting.  Otherwise, provide us with the underlying share price
assumptions.  As previously requested, please tell us how the estimated fair value per
share compares to your valuations.  In this regard, explain the underlying factors
contributing to the increase in the per share fair value.  In addition, please elaborate on the
terms of the RSUs, including why there is an exercise price on restricted share units and
the vesting pattern of the RSUs in 2 to 7 years.  Finally, please disclose the expected
impact of share-based compensation on your financial statements.

 FirstName LastNameLinghui Kong
 Comapany NameBitdeer Technologies Group
 February 23, 2022 Page 6
 FirstName LastName
Linghui Kong
Bitdeer Technologies Group
February 23, 2022
Page 6
            You may contact Melissa Walsh, Senior Staff Accountant, at (202) 551-3224 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Priscilla Dao, Staff
Attorney, at (202) 551-5997 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Will Cai

United States securities and exchange commission logo
January 11, 2022
Warren Huaxin Wen
Chief Financial Officer
Bitdeer Technologies Group
08 Kallang Avenue
Aperia Tower 1, #09-03/04
Singapore 339509
Re:Bitdeer Technologies Group
Draft Registration Statement on Form F-4
Submitted December 15, 2021
CIK No. 0001899123
Dear Mr. Wen:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-4
Cover Page
1.Please clearly disclose that you will be classified as a “controlled company” under the
rules of The Nasdaq Capital Market and provide clear disclosure in the risk factors section
and as appropriate throughout the filing in this regard.
Questions and Answers About the Proposals, page 10
2.It is not clear why shareholders are being asked to separately vote on the Business
Combination and Initial Mergers Proposals.  Revise your current Q&As relating to each or
include a new one clarifying why.

 FirstName LastNameWarren Huaxin Wen
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 January 11, 2022 Page 2
 FirstName LastNameWarren Huaxin Wen
Bitdeer Technologies Group
January 11, 2022
Page 2
Q: What equity stake will current BSGA Shareholders..., page 17
3.Please revise your tabular disclosures here and as appropriate throughout the filing to
show the potential impact of interim levels of redemptions.
4.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination. Provide disclosure of the impact of each significant source of dilution,
including the amount of equity held by founders and rights retained by redeeming
shareholders, at each of the redemption levels detailed in your chart, including any needed
assumptions.
5.It appears that underwriting fees remain constant and are not adjusted based on
redemptions. Revise your disclosure to disclose the effective underwriting fee on a
percentage basis for shares at each redemption level presented in your chart related to
dilution.
Q: What are the U.S. federal income tax consequences of the Business Combination..., page 19
6.Revise your answer to this question to clearly state whether BSGA and Bitdeer investors
should expect the Business Combination to be a taxable transaction for them. If you must
qualify your answer because of uncertainty, indicate that further explanation is provided
later in your filing.
Summary of the Proxy Statement/Prospectus , page 20
7.We note the characterization of Bitdeer as "a world-leading technology company for the
cryptocurrency mining community."  Provide your basis for this statement.
Reasons for BSGA Board's Approval of the Business Combination, page 23
8.Please clarify if the sponsor and its affiliates can earn a positive rate of return on their
investment, even if other SPAC shareholders experience a negative rate of return in the
post-business combination company.
9.We note that one of the Board's reasons for approval of the Business Combination is
"Substantial Retained Proceeds."  Please clarify why the Board is confident that the SPAC
proceeds will not be substantially diminished due to redemptions.
Risk Factors, page 38
10.Please add a risk factor that addresses the risk that your dual-class structure may render
your ADSs ineligible for inclusion on certain stock market indices, which could adversely
affect price and liquidity.
11.Please highlight the risk that the sponsor will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate.

 FirstName LastNameWarren Huaxin Wen
 Comapany NameBitdeer Technologies Group
 January 11, 2022 Page 3
 FirstName LastName
Warren Huaxin Wen
Bitdeer Technologies Group
January 11, 2022
Page 3
12.Disclose the material risks to unaffiliated investors presented by taking the company
public through a merger rather than an underwritten offering. These risks could include
the absence of due diligence conducted by an underwriter that would be subject to liability
for any material misstatements or omissions in a registration statement.
13.We note that the BTG board will be comprised of individuals who appear to be located in
or have significant ties to the People’s Republic of China, and that BSGA is headquartered
in Hong Kong. Please disclose any associated legal and operational risks, such as risks
related to PRC-based regulations or permissions. Please refer to the “Sample Letter to
China-Based Companies,” which notes that recent developments with respect to the
relationship between China and Hong Kong may raise similar risk considerations for
companies based in Hong Kong. Please also confirm that BTG and its subsidiaries will not
have any operations in the PRC.
The cryptocurrency industry in which Bitdeer operates is characterized by..., page 38
14.A significant part of this risk factor focuses on the company's competitive strengths.
Revise this risk factor to focus on the risk that the company may not maintain its current
strengths rather than providing quantitative support for its business achievements.
Bitdeer relies on supplies from a single or a group of third-party electricity..., page 46
15.We note your disclosure in this risk factor of your reliance on certain third-party service
providers, including, in some cases, on a single provider. Please disclose the material
terms of your agreements with such providers, including the term and any termination
provisions.
Growth in the popularity and use of other blockchain networks other than PoW..., page 58
16.We note the disclosure that you may diversify your mining business by expanding it to
other protocols, such as proof of stake.  Please disclose whether you have actually
commenced operations in regards to these other protocols and, if so, identify each protocol
and the related digital assets you hold.
BSGA shareholders will experience immediate dilution as..., page 79
17.Due to the number of shares that will be held by such a few number of public shareholders
following the Business Combination, address any risk to the liquidity of the company's
stock due to possible lack of shares available for trading.
Because under certain attribution rules BTG's non-U.S. subsidiaries may be treated..., page 91
18.Because of the concentration of share ownership with Mr. Wu following the Business
Combination, it is not clear how this risk factor addressing a tax risk to 10% or greater
shareholders is applicable.  Please advise.

 FirstName LastNameWarren Huaxin Wen
 Comapany NameBitdeer Technologies Group
 January 11, 2022 Page 4
 FirstName LastName
Warren Huaxin Wen
Bitdeer Technologies Group
January 11, 2022
Page 4
Appraisal Rights, page 95
19.It is not clear how a shareholder who wants to exercise appraisal rights with the First
SPAC Merger "but not with the other transactions in the Business Combination" does so.
Please revise to set forth the steps a shareholder must follow to exercise appraisal rights.
The Business Combination Proposal
Background of the Business Combination, page 117
20.If your sponsor, a member of management or affiliates have a track record with SPACs,
please provide balanced disclosure about this record and the outcomes of the prior
transactions. Please also disclose if the sponsor has other SPACs in the process of
searching for a target company, whether the SPAC’s sponsor considered more than one
active SPAC to be the potential acquirer and how the final decision was reached.
BSGA's Board Discussion of Valuation
Certain Projected Information of Bitdeer, page 127
21.We note your operational and financial projections and assumptions for the year ended
December 31, 2022 and the accompanying breakdown of your managing hash
rate projection.  Please provide further granular information supporting your projection
including the anticipated number of mining machines needed to reach your projected
managing hash rate, the expected efficiency of the mining machines, the projected Bitcoin
price, and projected network hash rate.  In addition, please indicate whether you have
agreements in place to increase your total electricity capacity to 974 MW by December
31, 2022.  If not, explain your basis for anticipating that such agreements will be available
and secured in time to support your projected managing hash rate.
Reasons for BSG Board's Approval of the Business Combination, page 130
22.When addressing "Post-Closing Corporate Governance," discuss whether the Board
considered Mr. Wu's holdings of Class A Ordinary Shares and ADSs following the
Business Combination, and his ability to sell substantially all such holdings, yet still retain
control over the company due to his Class V Ordinary Share holdings.
Interests of BSGA Directors and Officers in the Business Combination, page 132
23.Your charter waived the corporate opportunities doctrine. Please address this potential
conflict of interest and whether it impacted your search for an acquisition target.
24.We note that certain shareholders agreed to waive their redemption rights. Please describe
any consideration provided in exchange for this agreement.
25.Disclose the effective per share price paid by the sponsor for its holdings in the company
based upon the price paid for the Founder's Shares and private placement of units.

 FirstName LastNameWarren Huaxin Wen
 Comapany NameBitdeer Technologies Group
 January 11, 2022 Page 5
 FirstName LastName
Warren Huaxin Wen
Bitdeer Technologies Group
January 11, 2022
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Material Tax Considerations
Qualification of the Initial Mergers as a Reorganization, page 152
26.Please note that whenever a representation is made to shareholders who are receiving
shares in the Business Combination that there should be no material tax consequences
such representation must be supported by an opinion of tax counsel.  Please ensure that
your to be filed tax opinion addresses all such representations:  (1) the separation of the
BSGA Unit; (2) the conversion of the BSGA Right into Class A; (3) the receipt of BTG
ADSs in exchange for BSGA Class A Ordinary Shares; and (4) the receipt of BTG ADS
in exchange for Bitdeer Shares.  In addition, the disclosure under this section should be
focused on the specific tax consequences to current BSGA and Bitdeer shareholders
receiving shares in the Business Combination.  The current discussion that addresses the
material tax consequence of "the Initial Mergers" is confusing and should focus on the
material tax consequences of the entire Business Combination.  Refer to Item 601(b)(8) of
Regulation S-K. See also Staff Legal Bulletin No. 19 for further guidance.
Information Related to Bitdeer, page 174
27.Please describe your digital asset storage and custodial practices in greater detail and
revise your related risk factor disclosure to discuss risks specific to your custody
practices. In this regard, we note your disclosure that substantially all your digital assets
are stored in wallets held in custody by a related party. Please also file the agreement(s)
governing custody of your digital assets as exhibit(s) to the registration statement pursuant
to Item 601(b)(10) of Regulation S-K, or explain why you are not required to file the
agreement(s).
28.You reference holding digital assets other than those you mine in several places
throughout the filing (such as in the Risk Factors). Please identify these digital assets and
your holdings of such digital assets. Please describe your policies and procedures for
holding and selling digital assets, acquired through mining or otherwise. Please also
explain whether and to what extent you leverage digital assets that you hold to generate
additional income, such as through lending.
29.Provide a detailed description of the process and framework that you use to determine
whether any digital assets that you hold or acquire are securities as defined in Section
2(a)(1) of the Securities Act. Please address the specific risks inherent in your policy and
framework for determining that digital assets you currently hold or may acquire and hold
in the future (whether through your mining activities, transactions involving digital assets,
or otherwise) are not securities.  Please describe the limitations of any policy and
framework you have in this regard, and state that these are risk-based judgments by the
company and are not a legal standard or determination binding on any regulatory body.

 FirstName LastNameWarren Huaxin Wen
 Comapany NameBitdeer Technologies Group
 January 11, 2022 Page 6
 FirstName LastName
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Bitdeer Technologies Group
January 11, 2022
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Overview, page 174
30.For context, please disclose your net losses for the relevant periods alongside your total
revenues here and throughout the filing as appropriate.
Our Business Lines and Software Infrastructure, page 177
31.Please specify the “nine cryptocurrencies” that are currently mined on a proprietary or
shared basis, as well as the extent to which your business revolves around Bitcoin (which
you refer to on page 203 as “the most significant cryptocurrency” involved in your
business operation). Please specify the percentage of your mining operations that each
digital asset represents. Please also disclose whether you intend to expand your mining
operations to other digital assets in the future, and, if so, please identify those digital
assets.
32.Please provide a more detailed description of your “hash rate sharing” and “hosting” lines
of business, including the respective roles of the company and the customers and the terms
of your actual agreements with customers. Please disclose whether you use a standard
agreement with customers or if agreements are individually negotiated with each
customer.  If the latter, please provide an explanation of the terms that may differ among
customers.
Bitdeer's Management's Discussion & Analysis of Financial Condition & Results of Operations
Overview, page 192
33.Please revise to clearly disclose the percentage of revenue attributable to each offering
described in the second paragraph of this section.  This disclosure should primarily
describe the Proprietary mining and Cloud Hash Rate as they represent substantially all of
your revenue recognized from your primary business lines.
34.Please revise your disclosure to provide your Profit/(loss) for the year/period before your
disclosures of the Adjusted EBITDA in your third paragraph discussion.  The IFRS
amounts should be presented with equal or greater prominence than non-IFRS measures.
Please provide similar revisions when the non-IFRS measures are presented without the
directly comparable IFRS amounts throughout your filing.  Refer to Question 102.10 of
the Non-GAAP Compliance and Disclosure Interpretations.
Key Components of Our Results of Operations
Revenue
Cloud Hash Rate, page 199
35.Please clarify whether you accept, or intend to accept, digital assets as payment for
services such as Cloud Hash Rate.

 FirstName LastNameWarren Huaxin Wen
 Comapany NameBitdeer Technologies Group
 January 11, 2022 Page 7
 FirstName LastName
Warren Huaxin Wen
Bitdeer Technologies Group
January 11, 2022
Page 7
Quantitative and Qualitative