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United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

Current Report

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

May 30, 2022

Date of Report (Date of earliest event reported)

 

Blue Safari Group Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

 

British Virgin Islands   001-40473   N/A
(State or other jurisdiction of
incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

Cheung Kong Center,
58 Floor, Unit 5801
2 Queens Road Central
Central
Hong Kong
  N/A
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: +852 9258 9728

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which
registered
Units, each consisting of one Class A ordinary share, with no par value and one right to receive one-tenth of one Class A ordinary share BSGAU The Nasdaq Stock Market LLC
Class A ordinary shares included as part of the units BSGA The Nasdaq Stock Market LLC
Rights included as part of the units BSGAR The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

Amendment to the Merger Agreement and Related Agreements

 

As previously disclosed in the Current Report on Form 8-K filed by Blue Safari Group Acquisition Corp., a British Virgin Islands business company (“Blue Safari”) with the Securities and Exchange Commission (the “SEC”) on December 15, 2021, Blue Safari entered into an Amended and Restated Agreement and Plan of Merger (the “Original Merger Agreement”) dated as of December 15, 2021 by and among (i) Blue Safari, (ii) Bitdeer Technologies Group, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“BTG”), (iii) Blue Safari Merge Limited, a British Virgin Islands business company and a wholly-owned subsidiary of BTG (“Merger Sub 1”), (iv) Blue Safari Merge II Limited, a British Virgin Islands business company and a wholly-owned subsidiary of BTG (“Merger Sub 2”), (v) Bitdeer Merge Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of BTG (“Merger Sub 3”), (vi) Blue Safari Mini Corp., an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Blue Safari (“SPAC Sub”), and (vii) Bitdeer Technologies Holding Company, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Bitdeer” or the “Company”).

 

On May 30, 2022, Blue Safari entered into a First Amendment to Amended and Restated Agreement and Plan of Merger (the “Amendment”, and the Original Merger Agreement as amended by such Amendment, the “Amended Merger Agreement”) with BTG, Merger Sub 1, Merger Sub 2, Merger Sub 3, SPAC Sub and the Company, to amend the Original Merger Agreement.

 

The Amendment extends the termination date upon which either Blue Safari or the Company may terminate the Amended Merger Agreement, from May 31, 2022 to September 1, 2022.

 

In addition, pursuant to the Amendment, the Company will provide certain interest-free loans with an aggregate principal amount of US$1,993,000 to Blue Safari to fund any amount that may be required in order to extend the period of time available for Blue Safari to consummate a business combination and for Blue Safari’s working capital. Such loans will only become repayable upon the Acquisition Closing (as defined in the Amended Merger Agreement).

 

Further, on May 30, 2022, Blue Safari entered into the First Amendment to Promissory Note (the “Amended Promissory Note”) in relations to the promissory note dated March 4, 2021 (together with the Amended Promissory Note, the “Promissory Note”) issued to First Euro Investments Limited (“First Euro”) in the principal amount of US$200,000. Pursuant to the Amended Promissory Note, the maturity date of the Promissory Note is extended to August 31, 2022, provided that Blue Safari may in its sole discretion, and upon written notice to First Euro, extend such maturity date for an additional six months in the event that Blue Safari has not repaid in full the principal amount and accrued interest by August 31, 2022.

 

The foregoing description of the Amendment and the Amended Promissory Note is qualified in its entirety by reference to the full text of the Amendment and the Amended Promissory Note, copies of which are included as Exhibit 2.1 and Exhibit 10.1 hereto, and the terms of which are incorporated herein by reference. 

 

Cautionary Statement Regarding Forward-Looking Statements

 

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are typically identified by words such as “will,” “are expected to,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “pro forma,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding the proposed business combination between Blue Safari and Bitdeer pursuant to the Amended Merger Agreement (the “Business Combination”), including the expected transactions and the likelihood, timing and ability of the parties to successfully consummate the proposed Business Combination. Such forward-looking statements are based upon the current beliefs and expectations of Blue Safari’s and Bitdeer’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond Blue Safari’s or Bitdeer’s control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.

 

Nothing in this Current Report should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Except as may be required by law, neither Blue Safari nor Bitdeer undertakes any duty to update these forward-looking statements.

 

 

 

 

Additional Information and Where to Find It

 

In connection with the proposed Business Combination, Blue Safari intends to file relevant materials with the SEC, including a proxy statement which will be part of a registration statement on Form F-4 (the “Registration Statement”) to register securities to be issued in connection with the Business Combination, and will file other documents regarding the proposed Business Combination with the SEC. Blue Safari’s shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement filed in connection with the proposed Business Combination, as these materials will contain important information about Bitdeer, Blue Safari, and the proposed Business Combination. Promptly after the Registration Statement is declared effective by the SEC, Blue Safari will mail the definitive proxy statement/prospectus and a proxy card to each shareholder entitled to vote at the meeting relating to the approval of the Business Combination and other proposals set forth in the Registration Statement. Before making any voting or investment decision, investors and shareholders of Blue Safari are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the proposed Business Combination. The documents filed by Blue Safari with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov.

 

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

 

Participants in the Solicitation

 

Blue Safari and their directors and executive officers may be deemed participants in the solicitation of proxies from Blue Safari’s shareholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in the proposed Business Combination will be included in the Registration Statement for the Business Combination when available at www.sec.gov. Information about Blue Safari’s directors and executive officers and their ownership of Blue Safari shares is set forth in Blue Safari’s prospectus for its initial public offering. Other information regarding the interests of the participants in the proxy solicitation will be included in the Registration Statement pertaining to the Business Combination when it becomes available. These documents can be obtained free of charge from the source indicated above.

 

Bitdeer and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of Blue Safari in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed Business Combination will be included in the Registration Statement for the Business Combination when available.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits.

 

The Exhibit Index is incorporated by reference herein.

 

EXHIBIT INDEX

 

Exhibit No.   Description
   
2.1   First Amendment to Amended and Restated Agreement and Plan of Merger, dated as of May 30, 2022, by and among Blue Safari, BTG, Merger Sub 1, Merger Sub 2, Merger Sub 3, SPAC Sub and the Company.
     
10.1   First Amendement to Promissory Note, dated as of May 30, 2022, to the Promissory Note dated as of March 4, 2021 by Blue Safari to the order of First Euro Investments Limited or his registered assigns or successors in interest in the principal amount of US$200,000.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document) 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: May 31, 2022

 

BLUE SAFARI GROUP ACQUISITION CORP.

 

By: /s/ Naphat Sirimongkolkasem  
Name:  Naphat Sirimongkolkasem  
Title: Chief Financial Officer  

 

 

 

 

Exhibit 2.1

 

First Amendment to AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER

 

This FIRST Amendment to AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of May 30, 2022, is entered into by and among (i) Bitdeer Technologies Holding Company, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), (ii) Blue Safari Group Acquisition Corp., a British Virgin Islands business company (“SPAC”), (iii) Bitdeer Technologies Group, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“PubCo”), (iv) Blue Safari Merge Limited, a British Virgin Islands business company and a wholly-owned subsidiary of PubCo (“Merger Sub 1”), (v) Blue Safari Merge II Limited, a British Virgin Islands business company and a wholly-owned subsidiary of PubCo (“Merger Sub 2”), (vi) Bitdeer Merge Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of PubCo (“Merger Sub 3”), and (vii) Blue Safari Mini Corp., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of SPAC (“SPAC Sub”).

 

RECITALS

 

WHEREAS, the parties hereto entered into that certain Amended and Restated Agreement and Plan of Merger dated as of December 15, 2021 (the “A&R Merger Agreement”);

 

WHEREAS, Section 14.2 of the A&R Merger Agreement provides that the A&R Merger Agreement may be amended by a writing signed by each of the SPAC Parties (prior to the Acquisition Merger Effective Time) and the Company; and

 

WHEREAS, the parties hereto wish to make certain amendments to the A&R Merger Agreement as set forth in this Amendment.

 

NOW, THEREFORE, in consideration of the premises, the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

 

1.        Definitions. Unless otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them in the A&R Merger Agreement.

 

 

 

2.        Amendments.

 

2.1.  Outside Closing Date. Section 13.1(b) of the A&R Merger Agreement is hereby deleted in its entirety and replaced with the following:

 

“(b) by either SPAC or the Company if the Acquisition Closing shall not have occurred on or before September 1, 2022 (the “Outside Closing Date”); provided that the right to terminate this Agreement pursuant to this Section 13.1(b) shall not be available to any party whose breach of or failure to perform any provision of this Agreement has been the primary cause of the failure of the Acquisition Closing to be consummated before the Outside Closing Date;”

 

2.2.  Covenant of All Parties Hereto. The following shall be added as Section 10.6 of the A&R Merger Agreement:

 

“10.6 Company Loans. The Company agrees to make to SPAC, and SPAC agrees to borrow from the Company, two tranches of loans in such principal amount as set forth in Schedule II (collectively, the “Company Loans”). The Company shall, on each applicable disbursement date as set forth in Schedule II, pay such principal amount by wire transfer in immediately available funds to a bank account designated by SPAC, provided that if the applicable disbursement date would fall on the Initial Closing Date, the applicable disbursement date will be modified to occur one (1) Business Day prior to the Initial Closing Date. Each of the Company Loans shall be non-interest bearing and only become repayable upon the Acquisition Closing, it being understood and agreed that if the Acquisition Closing does not occur, SPAC will not repay such Company Loans. Without prejudice to the foregoing, the parties hereto acknowledge and agree that the Company Loans are intended to, among other things, fund the SPAC’s working capital and any and all amounts that may be required under SPAC’s Organizational Documents and the Investment Management Trust Agreement in order to extend the period of time available for SPAC to consummate a Business Combination (as such term is defined in SPAC’s Organizational Documents) for up to two (2) times.”

 

2.3.  Third Party Beneficiaries. Section 14.13 of the A&R Merger Agreement is hereby deleted in its entirety and replaced with the following:

 

“Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any Person, other than the parties hereto, any right or remedies under or by reason of this Agreement; provided, however, that notwithstanding the foregoing (a) in the event the Acquisition Closing occurs, the present and former officers and directors of the SPAC Parties (and their respective successors, heirs and representatives) and each of their respective Affiliates are intended third-party beneficiaries of, and may enforce, Section 8.7; (b) the past, present and future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys, advisors and representatives any party, and any Affiliate of any of the foregoing (and their successors, heirs and representatives), are intended third-party beneficiaries of, and may enforce, Section 14.16 and Section 14.17; and (c) Sponsor is an intended third-party beneficiary of, and may enforce, Section 10.6.”

 

2

 

 

2.4.  Schedule II. The Schedule II attached hereto shall be included as the Schedule II of the A&R Merger Agreement.

 

3.        No Other Amendments. The parties hereto agree that all other provisions of the A&R Merger Agreement shall, subject to the amendments expressly set forth in Section 2 of this Amendment, continue unmodified, in full force and effect and constitute legal and binding obligations of the parties in accordance with their terms. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the A&R Merger Agreement or any of the documents referred to therein. This Amendment forms an integral and inseparable part of the A&R Merger Agreement.

 

4.        References. Each reference to “this Agreement,” “hereof,” “herein,” “hereunder,” “hereby” and each other similar reference contained in the A&R Merger Agreement shall, effective from the date of this Amendment, refer to the A&R Merger Agreement as amended by this Amendment. Notwithstanding the foregoing, references to the date of the A&R Merger Agreement and references in the A&R Merger Agreement, as amended hereby, to “the date hereof,” “the date of this Agreement” and other similar references shall in all instances continue to refer to December 15, 2021 and references to the date of this Amendment and “as of the date of this Amendment” shall refer to May 30, 2022.

 

5.        Effect of Amendment. This Amendment shall form a part of the A&R Merger Agreement for all purposes, and each party thereto and hereto shall be bound hereby. From and after the execution of this Amendment by the parties hereto, any reference to the A&R Merger Agreement shall be deemed a reference to the A&R Merger Agreement as amended hereby. This Amendment shall be deemed to be in full force and effect from and after the execution of this Amendment by the parties hereto.

 

6.        Incorporation by Reference. Each of the provisions under Article XII (Dispute Resolution), Section 14.7 (Governing Law) and Section 14.8 (Counterparts) of the A&R Merger Agreement shall be incorporated into this Amendment by reference as if set out in full herein, mutatis mutandis.

 

3

 

 

7.        Further Assurance. Each party hereto shall execute and deliver such documents and take such action, as may reasonably be considered within the scope of such party’s obligations hereunder, necessary to effectuate the transactions and matters contemplated by this Amendment. The parties hereto further agree that each of the parties shall cooperate in good faith in advancing the Business Combination (as such term is defined in SPAC’s Organizational Documents) of SPAC, including adjusting the businesses and assets to be covered therein.

 

[The remainder of this page intentionally left blank; signature pages to follow]

 

4

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.

 

  SPAC:
   
  Blue Safari Group Acquisition Corp.
   
  By: /s/ Naphat Sirimongkolkasem 
    Name: Naphat Sirimongkolkasem
    Title: Director
   
  SPAC Sub:
   
  Blue Safari Mini Corp.
   
  By: /s/ Naphat Sirimongkolkasem 
    Name: Naphat Sirimongkolkasem
    Title: Director

 

Signature Page to First Amendment to the Amended and Restated Agreement and Plan of Merger

 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.

 

  PubCo:
   
  Bitdeer Technologies Group
   
  By: /s/ Clara Yuexi Jiang 
    Name: Clara Yuexi Jiang
    Title: Director
   
  Merger Sub 1:
   
  Blue Safari Merge Limited
   
  By: /s/ Clara Yuexi Jiang 
    Name: Clara Yuexi Jiang
    Title: Director
   
  Merger Sub 2:
   
  Blue Safari Merge II Limited
   
  By: /s/ Clara Yuexi Jiang 
    Name: Clara Yuexi Jiang
    Title: Director
   
  Merger Sub 3:
   
  Bitdeer Merge Limited
   
  By: /s/ Clara Yuexi Jiang 
    Name: Clara Yuexi Jiang
    Title: Director

 

Signature Page to First Amendment to the Amended and Restated Agreement and Plan of Merger

 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.

 

  Company:
   
  Bitdeer Technologies Holding Company
   
  By: /s/ Jihan Wu 
    Name: WU Jihan 吴忌寒
    Title: Director

 

Signature Page to First Amendment to the Amended and Restated Agreement and Plan of Merger

 

 

 

Schedule II

 

Breakdown of the Company Loans

 

Tranche No.  Principal Amount   Disbursement Date
1  US$1,226,000   May 30, 2022
2  US$767,000   August 29, 2022

 

 

 

Exhibit 10.1

 

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

 

FIRST AMENDMENT TO PROMISSORY NOTE

 

This FIRST AMENDMENT (“Amendment”), dated as of May 30, 2022 but effective as of March 4, 2021 to the Promissory Note, dated as of March 4, 2021 (the “Note”) made by Blue Safari Group Acquisition Corp., a British Virgin Islands company (the “Maker”) to the order of First Euro Investments Limited. or his registered assigns or successors in interest (the “Payee”) in the principal amount of $200,000. All capitalized terms used herein and not otherwise defined herein shall have their respective meanings as set forth in this Amendment.

 

1.Amendment to Note. This Amendment is hereby amended by adding “Maturity Date” as follows:

 

The initial maturity date of this Amendment shall be August 31, 2022, provided however, the Maker may in its sole discretion extend the initial maturity date of this Amendment for up to an additional six months (the “Maturity Date Extension”) in the event that the Maker has not repaid in full the principal amount and accrued interest evidenced by this Amendment by the initial maturity date (the initial maturity date, or such date as extended, is hereinafter referred to as the “Maturity Date”). In the event the Maker determines to effectuate the Maturity Date Extension, the Maker shall provide written notice to the Payee.

 

 

 

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first set forth above.

 

Maker:

 

  BLUE SAFARI GROUP ACQUISITION CORP.
   
  By: /s/ Naphat Sirimongkolkasem
  Name: Naphat Sirimongkolkasem
  Title: Chief Financial Officer

 

Payee:

 

  FIRST EURO INVESTMENTS LIMITED
   
  By: /s/ Serena Shie            
  Name: Serena Shie
  Title: Authorised signatory