Bitdeer Technologies Group [BTDR] Filings

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 20-F

(Mark One)

☐	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

For the fiscal year ended December 31, 2023

 OR

 

For the transition period from to

OR

Date of event requiring this shell company report

Commission File Number: 001-41687

BITDEER TECHNOLOGIES GROUP

(Exact name of Registrant as specified in its charter)

08 Kallang Avenue

Aperia tower 1, #09-03/04

Singapore 339509

(Address of principal executive offices)

Jihan Wu

Chief Executive Officer

08 Kallang Avenue

Aperia tower 1, #09-03/04

Singapore 339509

Telephone: +65 62828220

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

 

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

Securities registered or to be registered pursuant to Section 12(g) of the Act:

 

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

 

None

(Title of Class)

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 111,966,298 outstanding ordinary shares as of December 31, 2023 (excluding 606,756 class A ordinary shares that have been repurchased but not cancelled and 5,436,385 class A ordinary shares reserved for future issuances upon the exercise of awards granted under our share incentive plans), including 63,566,376 Class A ordinary shares and 48,399,922 Class V ordinary shares.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes ☐ No ☒

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.   Yes  ☐ No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  ☐ No ☒

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes ☒    No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐	Non-accelerated filer	☒
				Emerging growth company	☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐

 

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting over Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.     Yes  ☐    No ☒

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP

☐

International Financial Reporting Standards as issued by the International Accounting Standards Board

☒

Other

☐

 

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow.   Item 17 ☐    Item 18 ☐

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

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		Page
INTRODUCTION		3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		7
PART I		8
	ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	8
	ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE	8
	ITEM 3. KEY INFORMATION	8
	ITEM 4. INFORMATION ON THE COMPANY	58
	ITEM 4A. UNRESOLVED STAFF COMMENTS	75
	ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS	76
	ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	103
	ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	114
	ITEM 8. FINANCIAL INFORMATION	116
	ITEM 9. THE OFFER AND LISTING	117
	ITEM 10. ADDITIONAL INFORMATION	117
	ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	128
	ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	131
PART II		132
	ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	132
	ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	132
	ITEM 15. CONTROLS AND PROCEDURES	132
	ITEM 16. [RESERVED]	133
	ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT	133
	ITEM 16B. CODE OF ETHICS	133
	ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES	133
	ITEM 16D. EXEMPTIONS FROM THE STANDARDS FOR AUDIT COMMITTEES	134
	ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	134
	ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	134
	ITEM 16G. CORPORATE GOVERNANCE	134
	ITEM 16H. MINE SAFETY DISCLOSURE	135
	ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	135
	ITEM 16J. INSIDER TRADING POLICIES	135
	ITEM 16K. CYBERSECURITY	135

PART III		137
	ITEM 17. FINANCIAL STATEMENTS	137
	ITEM 18. FINANCIAL STATEMENTS	137
	ITEM 19. EXHIBITS	138
SIGNATURES		142

ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 3.

KEY INFORMATION

•

The cryptocurrency industry in which we operate is characterized by constant changes. If we fail to continuously innovate and to provide solutions or services that meet the expectations of our customers, we may not be able to attract new customers or retain existing customers, and hence our business and results of operations may be adversely affected.

•

Our results of operations have been and are expected to continue to be significantly impacted by Bitcoin price fluctuation.

•

The supply of Bitcoins available for mining is limited and we may not be able to quickly adapt to new businesses when all the Bitcoins have been mined.

•

Although we have an organic way of growing our mining fleets, our business is nevertheless capital intensive. We may need additional capital but may not be able to obtain it in a timely manner and on favorable terms or at all.

•

We may not be able to maintain our competitive position as cryptocurrency networks experience increases in the total network hash rate.

•

We have experienced negative cash flows from operating activities and incurred net losses in the past. We can provide no assurance of our future operating results.

•

Our limited operating history and rapid revenue growth may make it difficult for us to forecast our business and assess the seasonality and volatility in our business.

•

We have experienced and may experience in the future hash rate loss during our operations due to factors beyond our control.

•

We are subject to risks associated with our need for significant electric power and the limited availability of power resources, which could have a material adverse effect on our business, financial condition and results of operations.

•

Because there has been limited precedent set for financial accounting for Bitcoin and other cryptocurrencies, the determinations that we have made for how to account for cryptocurrencies transactions may be subject to change.

•

Any loss or destruction of a private key required to access our cryptocurrency is irreversible. We also may temporarily lose access to our cryptocurrencies.

•

Bitcoin exchanges and wallets, and to a lesser extent, the Bitcoin network itself, may suffer from hacking and fraud risks, which may adversely erode user confidence in Bitcoin which would decrease the demand for our products and services. Further, digital asset exchanges on which crypto assets trade are relatively new and largely unregulated, and thus may be exposed to fraud and failure. Incorrect or fraudulent cryptocurrency transactions may be irreversible.

•

We are subject to a highly-evolving regulatory landscape and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our business, reputation, prospects or operations.

•

The nature of our business requires the application of complex financial accounting rules, and there is limited guidance from accounting standard setting bodies. If financial accounting standards undergo significant changes, our operating results could be adversely affected.

•

We are subject to tax risks related to our multinational operations.

•

Our interactions with a blockchain may expose us to specially designated nationals (“SDN”) or blocked persons or cause us to violate provisions of law that did not contemplate distribute ledger technology.

•

a decline in the adoption and use of Bitcoin and other similar cryptocurrencies within the technology industry or a decline in value of cryptocurrencies;

•

increased costs of complying with existing or new government regulations applicable to cryptocurrencies and other factors;

•

a downturn in the market for blockchain hosting space generally, which could be caused by an oversupply of or reduced demand for blockchain space;

•

any transition by our customers of blockchain hosting from third-party providers like the Company to customer-owned and operated facilities;

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the rapid development of new technologies or the adoption of new industry standards that render us or our customers’ current products and services obsolete or unmarketable and, in the case of our customers, that contribute to a downturn in their businesses, increasing the likelihood of a default under their service agreements or their becoming insolvent;

•

a slowdown in the growth of the internet generally as a medium for commerce and communication;

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availability of an adequate supply of new generation cryptocurrency mining equipment to enable us to mine cryptocurrencies at scale and for customers who want to purchase hash rate from us or host with us to be able to do so; and

•

the degree of difficulty in mining cryptocurrencies and the trading price of such assets.

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a limited customer base and limited sales and relationships with international customers;

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difficulty in managing multinational operations;

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competitors in overseas markets who have stronger ties with local customers and greater resources;

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fluctuations in currency exchange rates;

•

challenges in providing customer products and services and support in these markets;

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challenges in managing our overseas sales force and implementing sales strategies effectively;

•

unexpected transportation delays or interruptions or increases in international transportation costs;

•

difficulties in and costs of exporting products overseas while complying with the different commercial, legal and regulatory requirements of the overseas markets in which we offer our products and services;

•

regulations, changes to regulation, regulatory uncertainty in or inconsistent regulations across various jurisdictions that may implicate cryptocurrency mining and other cryptocurrency activities;

•

difficulty in ensuring the compliance with the sanctions imposed by The Office of Financial Assets Control of the U.S. Department of Treasury (“OFAC”), the European Union or the United Nations Security Council on various foreign states, organizations and individuals;

•

inability to obtain, maintain or enforce intellectual property rights in all the jurisdictions we operate in;

•

inability to effectively enforce contractual or legal rights or intellectual property rights in certain jurisdictions under which we operate;

•

changes in a specific country or region’s political or economic conditions or policies; and

•

governmental policies favoring domestic companies in certain foreign markets or trade barriers including export requirements, tariffs, taxes and other restrictions and charges. In particular, there have been concerns over the worldwide populism trend that call for protectionism trade policy and potential international trade disputes, all of which could cause turbulence in the international markets. These government policies or trade barriers could increase the prices of our products and services and make us less competitive in such countries.

•

cease the use of the infringing equipment, processes or technologies;

•

stop providing products and services to certain geographic areas;

•

pay substantial damages for infringement;

•

expend significant resources to develop non-infringing processes, technologies or products;

•

license technology from the third-party claiming infringement, which license may not be available on commercially reasonable terms, or at all;

•

cross-license our technology to a competitor in order to resolve an infringement claim, which could weaken our ability to compete with that competitor; or

•

pay substantial damages to our customers to disruption of products and services they subscribed or replace the type of series with non-infringing equipment involved.

•

impairing our ability to renew and maintain our relationships with existing customers;

•

causing our existing customers to substantially reduce the quantity of products and services to which they subscribe, seek price concessions, or go out of business, any of which would harm our revenue;

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resulting in some of our customers failing to comply with the terms of their agreements, including payment terms, due to economic uncertainty, financial hardship, and even failure of their businesses, which could result in us being required to take action to collect payments, terminate their subscriptions for our services, and increase accounts receivable and bad debt, any of which would increase our expenses and harm our revenue and results of operations;

•

making it more difficult for us to sell increased services or functionality to our existing customers;

•

delaying prospective customers’ decisions to subscribe to our solutions, increase the length of sales cycles, or slow the typical growth in the use of our solutions once customers have initially deployed our solutions;

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harming our ability to effectively market and sell our solutions as a result of travel restrictions and social distancing orders;

•

delaying the introduction of enhancements to our solutions and market acceptance of any new features and products;

•

harming our ability to grow our worldwide sales and operations;

•

harming our ability to recruit, onboard and successfully integrate new employees, including members of our direct sales force;

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impacting the health and safety of our employees, including our senior management team, and their ability to perform services;

•

causing our management team to continue to commit significant time, attention and resources to monitoring the COVID-19 pandemic and seeking to mitigate its effect on our business and workforce.

•

it is an “orthodox” investment company because it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities; or

•

it is an inadvertent investment company because, absent an applicable exemption, it owns or proposes to acquire “investment securities” having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.

•

changes in the industries in which we operate;

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developments involving our competitors;

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changes in laws and regulations affecting our business;

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variations in our operating performance and the performance of our competitors in general;

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actual or anticipated fluctuations in our quarterly or annual operating results;

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publication of research reports by securities analysts about us or our competitors or our industry;

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the public’s reaction to our press releases, our other public announcements and our filings with the SEC;

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actions by holders in respect of any of their Class A Ordinary Shares;

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additions and departures of key personnel;

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commencement of, or involvement in, litigation involving us;

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changes in our capital structure, such as future issuances of securities or the incurrence of debt;

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the volume of Class A Ordinary Shares available for public sale; and

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general economic and political conditions, such as the effects of the COVID-19 outbreak, recessions, volatility in the markets, interest rates, local and national elections, fuel prices, international currency fluctuations, corruption, political instability, and acts of war or terrorism.

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that a majority of the board of directors consists of independent directors;

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for an annual performance evaluation of the nominating, corporate governance and compensation committees;

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that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

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that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibility.

ITEM 4.

INFORMATION ON THE COMPANY

•

Cloud Hash Rate. Through Cloud Hash Rate, customers enter into hash rate contracts with us to subscribe to the hash rate derived from our self-owned mining machines, saving themselves from purchasing, installing or hosting mining machines. Cloud Hash Rate features authentic and transparent hash rate products as users can track the hash rate output on their chosen third-party mining pool, easily ascertain that they receive the right value and receive payments directly from mining pools. With our hash rate slicing and hash rate scheduling technologies, we are able to maintain a less than 1% fluctuation for 99% of our hash rate contracts as of December 31, 2023, and provide our customers 100% continuous online computing power for series of cryptocurrencies, including Bitcoin, Filecoin, Litecoin, Nervos CKB, Zcash, etc., subject to stable electricity supply. We offer our customers various hash rate subscription plans, primarily under (i) “classic mode” and (ii) “accelerator mode”, which enables customers to shorten investment costs recovery cycle. After a user subscribes to a cloud hash rate plan, mining pool operators connect the cloud hash rate generated from our mining machines to blockchain network for a period specified in the cloud hash rate plan subscribed to and cryptocurrency rewards are delivered directly to the crypto wallet of the Cloud Hash Rate customer. For plans under “classic mode”, we generate revenue from fees paid to subscribe the hash rate as well as electricity, which maintains the mining machines that produce the subscribed hash rate. For hash rate subscription plans under “accelerator mode”, while customers enjoy lower hash rate subscription fees compared to “classic mode”, on top of the aforementioned hash rate and electricity subscription fees, we are also entitled to sharing part of the mining rewards net of the electricity cost the customer paid for once that customer’s investment cost is recovered, which is defined as the cumulative mining reward received from the mining pool equals the amount of hash rate subscription fees paid upfront and the electricity fee paid and used to date. This unique model of selling cloud hash rate allows us to smooth the impact of Bitcoin price volatility as our income from hash rate sales are less directly related to cryptocurrency price compared to self-mining. When Bitcoin price appreciates, we can capture part of the benefits as the demand of hash rate will be driven up; when Bitcoin price depreciates, we are still able to recover costs or generate revenue from hash rate sales. We use standard agreement with our customer for Cloud Hash Rate. We generated revenue of US$124.2 million, US$121.3 million and US$67.9 million for the years ended December 31, 2021, 2022 and 2023, respectively, from Cloud Hash Rate.

•

Hash Rate Marketplace. We connect supply of hash rate from mining machines owned by third parties, such as miners or mining datacenter owners, with our user base with hash rate demands, allowing such hash rate suppliers to access our large base of high-quality customers. With Hash Rate Marketplace, we offer a marketplace that is able to utilize excessive hash rate in the network and expand ways of monetization for third-party hash rate suppliers, accelerating their cash payback to support future expansion. For transactions completed on Hash Rate Marketplace, the third-party hash rate suppliers will be responsible for providing hash rate and post-sale services, pursuant to the negotiated terms between these third-party hash rate suppliers and customers, with which we have no involvement and we generate revenue by charging service fees. Revenue generated from Hash Rate Marketplace was immaterial prior to December 31, 2023.

•

Cloud Hosting. We provide retail miner customers with one-stop mining machine hosting solutions, enabling them to gain access to stable supply of computing power from specified mining machines in a capital-light manner. Through Cloud Hosting, users participate in a customer group, pay an upfront fee for the computing power produced by the specified mining machines, and subscribe to the hosting service for the same mining machines. As such, customers may enjoy the computing power derived from specified mining machines over the life of such mining machines to generate cryptocurrency rewards. Traditionally, a miner has to purchase and physically possess a mining machine, deploy and operate it in a mining datacenter in order to gain access to all the computing power generated from that specified mining machine. Cloud Hosting provides an innovative alternative by providing hosting service for the specified mining machines that produce computing power for the Cloud Hosting customers, saving the customers the need to pick up the mining machine, construct one’s own mining datacenter, and operate and deploy the mining machine. Specifically, we are responsible for the operation and maintenance of mining datacenter that hosts the mining machines, as well as mining machine operation, maintenance and repair. As such, we significantly lower the upfront investment and expertise threshold for retail miners, providing them with the same opportunity of cryptocurrency returns as major and sophisticated miners. We also provide complete set of cloud hosting technical solutions and resources to ensure operational efficiency. Our first-of-its-kind “group-buying” model allows retail miners to purchase the computing service from and maintenance service for as little as one mining machine, further lessening the upfront investment burden. Similar to the Cloud Hash Rate “accelerator mode” subscription plans, in 2021, we launched the “accelerated payback mode” for Cloud Hosting, where customers can enjoy a favorable rate for the upfront fee compared to “classic mode” (i.e., the traditional arrangement). Under the standard agreements with our customers for Cloud Hosting, we charge customers an upfront fee so they can secure the procurement of computing power from the specified mining machines. We also charge a maintenance fee for our electricity supply, daily maintenance and repair care. We are entitled to a portion of the mining profit of an “accelerated payback mode” customer after the customer recovers the investment cost, which is defined as the mining reward earned from the mining pool equals the upfront fee paid and the maintenance fee and other fees incurred to date. We generated revenue of US$7.6 million, US$12.7 million and US$3.2 million for the years ended December 31, 2021, 2022 and 2023, respectively, from Cloud Hosting. We did not generate any revenue from mining profit sharing from plans under Cloud Hosting’s “accelerated payback mode” for the years ended December 31, 2021, 2022 and 2023.

•

General Hosting. We offer hosting solutions to professional miner customers who send their mining machines to our mining datacenters for hosting. Specifically, we provide server room, professional support from technical and managerial personnel, supporting power, network and security monitoring facilities, among others, and carry out routine maintenance, system configurations, troubleshooting and daily reporting to ensure a smooth operation of the hosted mining machines. At the customers’ option, we also provide assistance for deployment, installation and removal of hosted mining machines and repairment of mining machines. Under the standard agreements with General Hosting customers, we charge monthly service fees, which include costs of operating and maintaining the mining machines, costs of electricity and other costs mainly related to mining machine deployment and repair. In the arrangement with certain customers, we are also entitled to additional variable consideration based on the customers’ mining yield during a period. We generated revenue of US$18.3 million, US$99.3 million and US$97.3 million for the years ended December 31, 2021, 2022 and 2023, respectively, from General Hosting.

•

Membership Hosting. We offer a membership program for large-scale miner customers who seek stable, long-term supply of hosting capacity and send their mining machines to our mining datacenters for hosting purpose. Unlike General Hosting where the customer’s access to mining datacenter capacity is subject to the availability of such capacity at the time the request was raised, a customer under Membership Hosting will be designated of certain capacity (i.e., designated capacity) exclusive for use by such customer, by signing a standard membership program agreement. We also provide other program benefits, if available, to customers under Membership Hosting, including, among other things, (i) early, priority and exclusive access to the newly available mining datacenter capacity that is sufficient for large-scale miners, upon a new mining datacenter becomes available and (ii) more favorable pricing terms for our services, such as mining machine management services, than the prevailing price in the local market. We charge an upfront fee for such program benefits. We also provide management services, such as infrastructure, custody, and utility, for the mining machines of a Membership Hosting customer up to designated capacity, pursuant to a separate management services agreement, and charge management services fee. We also charge additional fee, at our stand-alone selling price, for the subscription of our mining machine operation service. The management services fee and the mining machine operation fee, as applicable, are charged to the customer monthly based on the customer’s consumption of resources, such as the amount of electricity used in a period. For our Membership Hosting contracts, payment terms are individually negotiated and may differ among customers. Through this membership program, we seek to facilitate risk control and stable hosting income from large-scale miner customers by providing them reliable and long-term hosting capacity. We generated no revenue prior to December 31, 2021 and revenue of US$26.1 million and US$79.9 million for the years ended December 31, 2022 and 2023, from Membership Hosting.

Hosting service	Sources of mining machines	Target customers	Fees
Cloud Hosting	Mining machines from our existing mining fleets	Retail miners	- Upfront payment for subscription of computing power from our mining machines
			- Maintenance fees throughout the service process
General Hosting	Mining machines from target customers	Professional miners	- Monthly payment for hosting service based on actual consumption of our mining datacenter resources, such as electricity
			- Additional variable consideration based on the customers’ mining yield
Membership Hosting	Mining machines from target customers	Large-scale miners	- Upfront payment to secure our capacity
			- Monthly payment for management service based on the actual consumption of our mining datacenter resources, such as electricity, after the delivery of capacity.

		As of December 31,
		2023								2022								2021
		US$				%				US$				%				US$				%
		(in thousands, except for percentages)
BTC			6,729				43.8				208				9.6				692				11.2
ETH			3,992				26.0				5				0.2				13				0.2
USDT			3,733				24.3				162				7.4				3,904				63.1
FIL			844				5.5				1,692				77.8				1,257				20.3
USDC			34				0.2				89				4.1				99				1.6
LMR			13				0.1				-				-				-				-
LTC			8				0.1				8				0.4				5				0.1
BCH			7				0.0				2				0.1				4				0.1
DOGE			5				0.0				6				0.4				1				0.0
ZEC			3				0.0				1				0.0				11				0.2
ELA			3				0.0				1				0.0				-				-
DASH			0	*			0.0				0	*			0.0				0	*			0.0
DCR			0	*			0.0				0	*			0.0				2				0.0
ETC			0	*			0.0				0	*			0.0				0	*			0.0
ETN			-				-				-				-				0	*			0.0
BCHA			0	*			0.0				-				-				25				0.4
CKB			0	*			0.0				0	*			0.0				0	*			0.0
XCH			0	*			0.0				1				0.0				37				0.6
NMC			0	*			0.0				0	*			0.0				-				-
BSV			-				-				-				-				137				2.2
SC			-				-				0	*			0.0				-				-
Total			15,371				100.0				2,175				100.0				6,187				100.0

•

Texas Mining Datacenter. Our mining datacenter in Rockdale, Texas became operational in February 2019 and had 563MW electricity capacity in use and 179MW electricity capacity under construction as of February 29, 2024.

•

Norway Mining Datacenters. Our mining datacenters in Fræna municipality (Molde mining datacenter) and Tydal municipality (Tydal mining datacenter), Norway became operational in December 2019 and had 134MW electricity capacity in use as of February 29, 2024.

•

Tennessee Mining Datacenter. Our mining datacenter in Knoxville, Tennessee became operational in May 2020 and had 86MW electricity capacity in use as of February 29, 2024.

•

Washington Mining Datacenter. Our mining datacenter in Pangborn, Washington became operational in May 2018 and had 13MW electricity capacity in use as of February 29, 2024.

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Bhutan Mining Datacenter. Our mining datacenter in Gedu, Bhutan became operational in the third quarter of 2023 and had 100MW electricity capacity in use as of February 29, 2024.

•

Hash rate slicing. We supply our customers the subscribed amount of hash rate by first dividing hash rate into “time slices,” each encompasses a certain number of calculations over a period of time. Through hash rate slicing, hash rate is divided into “time slices” by algorithm instead of by manual intervention and then submitted to multiple mining pool accounts to support multiple users. Our ability to generate a minimum hash rate unit of 1TH/s enables us to adjust hash rate allocation accurately and dynamically, and optimize operating metrics automatically in order to minimize fluctuations in terms of quantum in hash rate supply under Cloud Hash Rate.

•

Hash rate scheduling. We are able to achieve redeployment of hash rate across different mining machines through hash rate scheduling. When a single machine fails, hash rate from other mining machines can be instantly dispatched to ensure timing stability of hash rate supply. As a result, we are able to maintain a hash rate online rate of 100% under Cloud Hash Rate.

•

Real-time monitoring. Minerplus supports efficient and constant monitoring, automated operation and maintenance as well as data analysis for mining machines of different models under different brands, located in mining datacenters of different sizes in different locations. We have developed a highly efficient monitoring model adopting a procedure of prediction - feature analysis - data processing - reverse operation, which is able to accurately identify and quickly scan the monitored objects, and return operating data of the mining machine in real-time.

•

Clean energy. We have taken various measures to increase the ratio of clean energy in support of the operations of our mining datacenters. As of December 31, 2023, our non-carbon energy supply ratio was approximately 62%. Our research and development team has started the feasibility assessment of the use of solar power to support our mining datacenters. We have also spent considerable efforts in minimizing the impact on the local environment. For example, instead of building new plants from the ground, we renovated abandoned or deserted plants on sites when constructing our mining datacenters in Tennessee and Texas. See the section entitled “- Energy” above for more details.

		% of Ownership Interest Held by
Name*	Jurisdiction	Bitdeer Technologies Group
Bitdeer Technologies Holding Company	Cayman Islands	100%
STRAITDEER PTE. LTD.	Singapore	100%
Sharpening Technology Limited	British Virgin Islands	100%
Bitdeer Technologies Limited	Hong Kong	100%
Bitdeer Netherlands B.V.	Netherlands	100%
Bitdeer Norway AS	Norway	100%
Norway Hash Technologies AS	Norway	100%
Bitdeer Inc.	United States of America	100%
Bitdeer Equipment (Canada) Inc.	Canada	100%
Carpenter Creek. LLC	United States of America	100%
Ant Creek, LLC	United States of America	100%
Dory Creek, LLC	United States of America	100%
Z Engineers, LLC	United States of America	100%
Bitdeer Sales (USA) Inc.	United States of America	100%
Asia Freeport Holdings Pte. Ltd.	Singapore	100%
Le Freeport Real Estate Pte. Ltd.	Singapore	100%
Le Freeport Management Pte. Ltd.	Singapore	100%
Singapura Technologies Limited	British Virgin Islands	100%
Tosummer Technologies HK Limited	Hong Kong	100%
Bitdeer Bhutan Equipment Limited	British Virgin Islands	100%
Bitdeer Gedu Private Limited	Bhutan	100%
Bitdeer Semiconductor Technology Pte. Ltd.	Singapore	100%

*	Other subsidiaries of the Company, including BSGA, have been omitted because, in the aggregate, they would not be a “significant subsidiary” as defined in rule 1-02(w) of Regulation S-X as of the date of this annual report.