Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed in the Current Report on Form 8-K filed by Blue Safari
Group Acquisition Corp., a British Virgin Islands business company ("Blue
Safari" or the "Company") with the Securities and Exchange Commission (the
"SEC") on December 15, 2021, Blue Safari entered into an Amended and Restated
Agreement and Plan of Merger (the "Original Merger Agreement"), dated as
of December 15, 2021, with (i) Bitdeer Technologies Group, an exempted company
with limited liability incorporated under the laws of the Cayman Islands
("BTG"), (ii) Blue Safari Merge Limited, a British Virgin Islands business
company and a wholly-owned subsidiary of BTG ("Merger Sub 1"), (iii) Blue Safari
Merge II Limited, a British Virgin Islands business company and a wholly-owned
subsidiary of BTG ("Merger Sub 2"), (iv) Bitdeer Merge Limited, an exempted
company with limited liability incorporated under the laws of the Cayman Islands
and a wholly-owned subsidiary of BTG ("Merger Sub 3"), (v) Blue Safari Mini
Corp., an exempted company incorporated with limited liability under the laws of
the Cayman Islands and a wholly-owned subsidiary of Blue Safari ("SPAC Sub"),
and (vi) Bitdeer Technologies Holding Company, an exempted company incorporated
with limited liability under the laws of the Cayman Islands ("Bitdeer").
As previously disclosed in the Current Report on Form 8-K filed by Blue Safari
with the SEC on May 31, 2022, Blue Safari entered into a First Amendment to
Amended and Restated Agreement and Plan of Merger (the "First Amendment", and
the Original Merger Agreement as amended by such First Amendment, the "First
Amended Merger Agreement") dated as of May 30, 2022 with BTG, Merger Sub 1,
Merger Sub 2, Merger Sub 3, SPAC Sub and Bitdeer, to amend the Original Merger
Agreement.
On December 2, 2022, Blue Safari entered into a Second Amendment to Amended and
Restated Agreement and Plan of Merger (the "Second Amendment", and the First
Amended Merger Agreement as amended by such Second Amendment, the "Second
Amended Merger Agreement") with BTG, Merger Sub 1, Merger Sub 2, Merger Sub 3,
SPAC Sub and Bitdeer, to amend the First Amended Merger Agreement. The Second
Amendment extends the termination date upon which either Blue Safari or Bitdeer
may terminate the Second Amended Merger Agreement, from September 1, 2022 to the
earlier of (i) June 1, 2023 and (ii) the then applicable deadline for Blue
Safari to complete a business combination in accordance with its organizational
documents. In addition, pursuant to the Second Amendment, Bitdeer has agreed to
provide certain interest-free loans with an aggregate principal amount of
$2,584,141 to Blue Safari to fund any amount that may be required in order to
further 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 Second Amended
Merger Agreement).
The foregoing description of the Second Amendment is qualified in its entirety
by reference to the full text of the Second Amendment, a copy of which is
included as Exhibit 2.1 hereto, and the terms of which are incorporated herein
by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference in this Item 2.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The disclosure contained in Item 5.07 of this Current Report on Form 8-K is
incorporated by reference into this Item 5.03 to the extent required.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Extraordinary General Meeting held on December 5, 2022 (the
"Extraordinary General Meeting"), holders of 6,409,836 Class A ordinary shares
and Class B ordinary shares (collectively, the "Ordinary Shares") of Blue
Safari, which represents 85.0% of the Ordinary Shares outstanding and entitled
to vote as of the record date of November 3, 2022, were represented in person or
by proxy.
At the Extraordinary General Meeting, the shareholders approved the proposal to
amend and restate (the "Charter Amendment") the Company's amended and restated
memorandum and articles of association (the "Charter") to, among other things,
extend the date by which the Company has to consummate a business combination up
to four (4) times for an additional three months each time from December 14,
2022 to December 14, 2023 by deleting the Charter in its entirety and substitute
it with the second amended and restated memorandum and articles of association
(the "Amended Charter"), a copy of which is attached to this Current Report on
Form 8-K as Exhibit 3.1 and incorporated herein by reference. The voting results
were as follows:
Votes For Votes Against Abstentions
6,326,897 1,625 81,314
In connection with the vote to approve the Charter Amendment, the holders of
4,031,612 Class A ordinary shares of the Company properly exercised their right
to redeem their shares for cash at a redemption price of approximately
$10.41505502 per share, for an aggregate redemption amount of approximately
$41.99 million.
Pursuant to the terms of the Amended Charter, in order to extend the time
available for the Company to consummate the initial business combination, the
Company must deposit $0.15 for each public Class A ordinary share that has not
been redeemed into the trust account for each three-month extension. Pursuant to
the Second Amended Merger Agreement, Bitdeer has agreed to make certain
interest-free loans with an aggregate principal amount of $2,584,141 to the
Company to fund such extension payment and the Company's working capital. The
Company has made a deposit of $257,758.20 to the trust account and extended the
date by which the Company has to complete a business combination from December
14, 2022 to March 14, 2023. Following such redemptions and the deposit, the
amount of funds remaining in the trust account is approximately $18.15 million.
Item 7.01 Regulation FD Disclosure.
On December 6, 2022, the Company issued a press release (the "Press Release")
announcing extension of the combination period and entry into the Second
Amendment. The Press Release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is furnished and
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject
to the liabilities of that section, nor shall it be deemed to be incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference in such
filing. This Current Report will not be deemed an admission as to the
materiality of any information of the information in this Item 7.01, including
Exhibit 99.1.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. Such statements are
typically identified by words such as "will," "are expected to," "is
anticipated," "estimated," "believe," "intend," "plan," "projection," "pro
forma," "outlook" or words of similar meaning. These forward-looking statements
include, but are not limited to, statements regarding the proposed business
combination (the "Business Combination") between Blue Safari and Bitdeer,
including the expected transactions and the likelihood, timing and ability of
the parties to successfully consummate the proposed Business Combination. Such
forward-looking statements are based upon the current beliefs and expectations
of Blue Safari's and Bitdeer's management and are inherently subject to
significant business, economic and competitive uncertainties and contingencies,
many of which are difficult to predict and generally beyond Blue Safari's or
Bitdeer's control. Actual results and the timing of events may differ materially
from the results anticipated in these forward-looking statements.
Nothing in this Current Report should be regarded as a representation by any
person that the forward-looking statements set forth herein will be achieved or
that any of the contemplated results of such forward-looking statements will be
achieved. You should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. Except as may be required by law,
neither Blue Safari nor Bitdeer undertakes any duty to update these
forward-looking statements.
Additional Information and Where to Find It
In connection with the proposed Business Combination, Blue Safari intends to
file relevant materials with the SEC, including a proxy statement which will be
part of a registration statement on Form F-4 (the "Registration Statement") to
register securities to be issued in connection with the Business Combination,
and will file other documents regarding the proposed Business Combination with
the SEC. Blue Safari's shareholders and other interested persons are advised to
read, when available, the preliminary proxy statement/prospectus and the
amendments thereto and the definitive proxy statement to be filed in connection
with the proposed Business Combination, as these materials will contain
important information about Bitdeer, Blue Safari, and the proposed Business
Combination. Promptly after the Registration Statement is declared effective by
the SEC, Blue Safari will mail the definitive proxy statement/prospectus and a
proxy card to each shareholder entitled to vote at the meeting relating to the
approval of the Business Combination and other proposals set forth in the
Registration Statement. Before making any voting or investment decision,
investors and shareholders of Blue Safari are urged to carefully read the entire
Registration Statement and the proxy statement/prospectus to be included
therein, when they become available, and any other relevant documents filed with
the SEC, as well as any amendments or supplements thereto in relation to the
proposed Business Combination, because they will contain important information
about the proposed Business Combination. The documents filed by Blue Safari and
other parties with the SEC may be obtained free of charge at the SEC's website
at www.sec.gov.
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities, or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
Participants in the Solicitation
Blue Safari and their directors and executive officers may be deemed
participants in the solicitation of proxies from Blue Safari's shareholders with
respect to the Business Combination. A list of the names of those directors and
executive officers and a description of their interests in the proposed
transactions will be included in the Registration Statement for the Business
Combination when available at www.sec.gov. Information about Blue Safari's
directors and executive officers and their ownership of Blue Safari's securities
is set forth in Blue Safari's annual report on Form 10-K for the year ended
December 31, 2021. Other information regarding the interests of the participants
in the proxy solicitation will be included in the Registration Statement
pertaining to the Business Combination when it becomes available. These
documents can be obtained free of charge from the source indicated above.
Bitdeer and its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the shareholders of Blue Safari
in connection with the Business Combination. A list of the names of such
directors and executive officers and information regarding their interests in
the proposed Business Combination will be included in the Registration Statement
for the Business Combination when available.
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