16/08/2024 | Press release | Distributed by Public on 17/08/2024 04:27
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Per Note
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Total
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Price to public(1)
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US$1,000
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US$150,000,000
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Underwriting discounts and commissions
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US$ 30
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US$ 4,500,000
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Proceeds, before expenses, to us
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US$ 970
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US$145,500,000
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(1)
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Plus accrued interest, if any, from August 20, 2024.
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BTIG
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A.G.P.
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The Benchmark Company
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Needham & Company
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Roth Capital Partners
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Page
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ABOUT THIS PROSPECTUS SUPPLEMENT
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S-ii
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FORWARD-LOOKING STATEMENTS
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S-iii
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PROSPECTUS SUPPLEMENT SUMMARY
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S-1
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THE OFFERING
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S-4
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RISK FACTORS
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S-10
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USE OF PROCEEDS
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S-21
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CAPITALIZATION
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S-22
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DESCRIPTION OF THE NOTES
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S-23
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TAXATION
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S-60
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UNDERWRITING
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S-74
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LEGAL MATTERS
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S-83
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EXPERTS
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S-83
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WHERE YOU CAN FIND MORE INFORMATION
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S-83
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INCORPORATION OF DOCUMENTS BY REFERENCE
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S-84
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ABOUT THIS PROSPECTUS
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1
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MARKET PRICE INFORMATION
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3
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FREQUENTLY USED TERMS
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3
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
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5
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OUR COMPANY
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7
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RISK FACTORS
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9
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USE OF PROCEEDS
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10
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DIVIDEND POLICY
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10
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DESCRIPTION OF SECURITIES
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11
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FORMS OF SECURITIES
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21
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PLAN OF DISTRIBUTION
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23
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EXPENSES RELATED TO THE OFFERING
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25
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TAX CONSIDERATIONS
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26
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LEGAL MATTERS
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32
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EXPERTS
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32
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ENFORCEABILITY OF CIVIL LIABILITY
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32
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WHERE YOU CAN FIND MORE INFORMATION
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33
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INFORMATION INCORPORATED BY REFERENCE
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34
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"Class A ordinary shares" refers to our Class A ordinary shares, par value US$0.0000001 per share;
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"Class V ordinary shares" refers to our Class V ordinary shares, par value US$0.0000001 per share;
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"Form 20-F" refers to our annual report on Form 20-F for the year ended December 31, 2023, filed with the SEC on March 28, 2024;
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"shares" or "ordinary shares" refers to our Class A ordinary shares, par value US$0.0000001 per share, and our Class V ordinary shares, par value US$0.0000001 per share; and
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"we," "us," "the company," "our group," "our" or "Bitdeer" refers to Bitdeer Technologies Group, a Cayman Islands exempted company, and its subsidiaries.
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the price and volatility of Bitcoin and other cryptocurrencies;
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our ability to maintain competitive positions in proprietary hash rate;
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our ability to procure and/or manufacture mining machines at a lower cost;
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our ability to expand mining datacenters;
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our ability to develop and deploy new generations of mining machines;
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our ability to control electricity cost;
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our ability to make effective judgments regarding pricing strategy and resource allocation;
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our ability to upgrade and expand our product offerings;
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regulatory changes or actions that may restrict the use of cryptocurrencies or the operation of cryptocurrency networks in a manner that may require us to cease certain or all operations;
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the risks to our business of earthquakes, fires, floods, and other natural catastrophic events and interruptions by man-made issues such as strikes and terrorist attacks;
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the volatility of the market price of our Class A ordinary shares, which could cause the value of your investment to decline;
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the risk that an active trading market for our Class A ordinary shares may never develop or be sustained;
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our ability to maintain the listing of our Class A ordinary shares on Nasdaq;
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the trading price of our securities, which has been and may continue to be volatile;
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unexpected costs or expenses;
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future issuances, sales or resales of our Class A ordinary shares;
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our expectation regarding the use of proceeds from our financing activities, including this offering; and
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general economic and business conditions in our markets.
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that a majority of our board of directors consists of independent directors;
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that we conduct an annual performance evaluation of the nominating and 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;
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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; and
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that director nomination be selected, or recommended for selection by our board of directors, by (i) a majority of our independent directors in a vote in which only our independent directors participate or (ii) a nominations committee composed solely of independent directors.
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senior in right of payment to all of our indebtedness that is expressly subordinated in right of payment to the notes;
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equal in right of payment with all of our liabilities that are not so subordinated;
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effectively junior to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and
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structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries.
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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 epidemics, pandemics, 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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on an actual basis; and
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on an as adjusted basis to give effect to the issuance and sale of notes from this offering (assuming the underwriters do not exercise their over-allotment option to purchase additional notes).
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As of June 30, 2024
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Actual
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As Adjusted
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(unaudited)
(US$ in thousands, except for share and per share
data)
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Principal amount of convertible promissory note(1)
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23,000
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23,000
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Principal amount of 8.50% Convertible Senior Notes due 2029 offered hereby(2)
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-
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150,000
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Principal amount of senior secured notes(4)
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15,000
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15,000
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Shareholders' equity(1)(3):
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Class A ordinary shares (par value of US$0.0000001 per share; authorized: 499,600,000,000 shares; issued and outstanding: 90,692,121 shares
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*
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*
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Class V ordinary shares (par value of US$0.0000001 per share; authorized: 200,000,000 shares; issued and outstanding: 48,399,922 shares)
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*
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*
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Reserves
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546,389
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546,389
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Accumulated deficit
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(66,990)
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(66,990)
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Total shareholders' equity
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479,399
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479,399
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Total capitalization(1)(2)
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517,399
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667,399
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(1)
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Convertible promissory note refers to the US$30 million 8% coupon unsecured convertible note due July 2023 issued pursuant to such subscription agreement dated July 23, 2021, between Bitdeer and VENTE Technology Growth Investments L.P. ("VENTE") as the noteholder, as amended by the First Amendment to Definitive Certificate for the Convertible Notes, dated December 15, 2021, by the same parties, and further amended by the Second Amendment to Definitive Certificate for the Convertible Notes, dated July 22, 2023, by the same parties, as a result of which we have repaid US$7 million in principal (and interest accrued thereon from July 1, 2023) of the then outstanding note, and extended the maturity of such convertible promissory note to July 21, 2025, by when we will pay the remainder of the note. The figures in the above table do not reflect conversions of a portion of the convertible promissory note after June 30, 2024. Subsequent to June 30, 2024, VENTE converted a total principal amount of US$3 million of our convertible promissory note. These conversions were settled with Class A ordinary shares. The figures in the above table for our convertible promissory note represent their outstanding principal amount. However, the equity and debt components of the convertible promissory note are separately accounted for on our balance sheet as of June 30, 2024 prepared in accordance with IFRS. As of June 30, 2024, the carrying value of the debt component of our convertible promissory note was approximately US$22.7 million and the carrying value of the equity component, which is reflected in reserves in the table above, was approximately US$0.7 million.
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(2)
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Reflects the aggregate principal amount of the notes without reflecting debt discount or issuance costs that we are required to recognize.
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(3)
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The outstanding share information is as of June 30, 2024 and excludes as of that date (i) 6,926,743 Class A ordinary shares issuable upon the exercise of or stock options outstanding; (ii) 8,326,078 Class A ordinary shares reserved for future issuance under our 2023 Share Incentive Plan; (iii) 1,112,886 Class A ordinary shares reserved for future issuance under our 2023 Performance Share Plan; (iv) any Class A ordinary shares that become available subsequent to this offering under our 2023 Share Incentive Plan and 2023 Performance Share Plan pursuant to provisions thereof that automatically increase the share reserves under such plans each year; and (v) the Class A ordinary shares reserved for issuance upon conversion of the notes offered hereby. Additionally, the figures in the above table do not reflect (i) Class A ordinary shares issued upon exercise or vesting of share incentive awards under the 2023 Share Incentive Plan and the 2023 Performance Share Plan after June 30, 2024; and (ii) the effect of shareholding changes in certain subsidiaries after June 30, 2024.
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(4)
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Senior secured notes refer to the US$15 million 6% coupon secured notes due April 2029 issued pursuant to such purchase agreement dated April 15, 2024, among us, various investors from time to time, Norwegian AI Technology AS and Nordic Trustee AS. The figures in the above table for our senior secured notes represent their outstanding principal amount. However, the senior secured notes were initially measured at fair value as they were issued as part of the purchase consideration in connection with a business combination transaction. As of June 30, 2024, the carrying value of the of our senior secured notes was approximately US$15.1 million.
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be our general unsecured, senior obligations;
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initially be limited to an aggregate principal amount of US$150,000,000 (or US$172,500,000 if the underwriters exercise their over-allotment option;
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bear cash interest from, and including, August 20, 2024 at an annual rate of 8.50% payable on February 15 and August 15 of each year, beginning on February 15, 2025;
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be subject to redemption at our option, in whole or in part (subject to the partial redemption limitation described below), on or after August 20, 2027 and prior to the 41st scheduled trading day immediately preceding the maturity date, if the last reported sale price of the Class A ordinary shares has been at least 150% of the conversion price for the notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of optional redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date;
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be subject to redemption at our option, in whole but not in part prior to the 41st scheduled trading day immediately preceding the maturity date, at any time if less than US$25 million aggregate principal amount of notes remains outstanding at such time, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date;
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be subject to redemption at our option upon the occurrence of certain tax-related events as described under "-Tax Redemption" at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date and any additional amounts with respect to such redemption date;
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be subject to repurchase by us at the option of the holders of the notes following a fundamental change (as defined below under "-Repurchase at the Option of the Holders-Repurchase upon Fundamental Change"), at a fundamental change repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the relevant fundamental change repurchase date;
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mature on August 15, 2029, unless earlier converted, redeemed or repurchased;
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be issued in minimum denominations of US$1,000 and integral multiples of US$1,000 in excess thereof; and
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be represented by one or more registered notes in global form, but in certain limited circumstances may be represented by notes in definitive form. See "-Book-Entry, Settlement and Clearance."
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(1)
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for or on account of:
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(a)
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any tax, duty, assessment or other governmental charge that would not have been imposed but for:
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(i)
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the existence of any present or former connection between the holder or beneficial owner of such note and the relevant jurisdiction, other than merely holding such note or the receipt of payments thereunder, including such holder or beneficial owner being or having been a national, domiciliary or resident of such relevant jurisdiction or treated as a resident thereof or being or having been physically present or engaged in a trade or business therein or having or having had a permanent establishment therein;
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(ii)
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the presentation of such note (in cases in which presentation is required) more than 30 days after the later of the date on which the payment of the principal of (including the redemption price and the fundamental change repurchase price, if applicable) and interest on such note or the payment of cash and/or the delivery of Class A ordinary shares (together with payment of cash for any fractional share) upon conversion of such note became due and payable or deliverable pursuant to the terms thereof or was made or duly provided for;
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(iii)
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the failure of the holder or beneficial owner to comply with a timely request from us or any successor of us, addressed to the holder, to provide certification, information, documents or other evidence concerning such holder's or beneficial owner's nationality, residence, identity or connection with the relevant jurisdiction, or to make any declaration or satisfy any other reporting requirement relating to such matters, if and to the extent that due and timely compliance with such request is required by statute, regulation or administrative practice of the relevant jurisdiction in order to reduce or eliminate any withholding or deduction as to which additional amounts would have otherwise been payable; or
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(iv)
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the presentation of such note (in cases in which presentation is required) for payment in the relevant jurisdiction, unless such note could not have been presented for payment elsewhere;
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(b)
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any tax, duty, assessment, withholding, deduction or other governmental charge assessed on any cash or shares payable or deliverable as a result of the conversion rate adjustment described under "-Conversion Rights-Interest Make-Whole Conversion Rate Adjustment Upon Certain Conversions";
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(c)
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any estate, inheritance, gift, sale, transfer, excise, personal property or similar tax, assessment or other governmental charge;
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(d)
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any tax, duty, assessment or other governmental charge that is payable otherwise than by withholding or deduction from payments or deliveries under or with respect to the notes;
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(e)
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any tax, assessment, withholding or deduction required by sections 1471 through 1474 of the United States Internal Revenue Code of 1986, as amended ("FATCA"), any current or future Treasury Regulations or rulings promulgated thereunder, any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA or any law enacted by such other jurisdiction to give effect to such agreement, or any agreement with the U.S. Internal Revenue Service under FATCA; or
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(f)
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any combination of taxes, duties, assessments or other governmental charges referred to in the preceding clauses (a), (b), (c), (d) or (e),
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(2)
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with respect to any payment of the principal of (including the redemption price and the fundamental change repurchase price, if applicable) and interest on such note or the payment of cash and/or the delivery of Class A ordinary shares (together with payment of cash for any fractional share) upon conversion of such note (other than with respect to any amounts payable or deliverable as a result of the interest make-whole conversion rate adjustment) to a holder, if the holder is a fiduciary, partnership or person other than the sole beneficial owner of that payment, to the extent that such payment would be required to be included in the income under the laws of the relevant jurisdiction, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a partner or member of that partnership or a beneficial owner, in each case that would not have been entitled to such additional amounts had that beneficiary, settlor, partner, member or beneficial owner been the holder thereof.
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any change or amendment on or after the date of this prospectus supplement (or, in the case of a jurisdiction that becomes a relevant taxing jurisdiction after such date, on or after such later date) in the laws or any rules or regulations of a relevant taxing jurisdiction; or
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any change on or after the date of this prospectus supplement (or, in the case of a jurisdiction that becomes a relevant taxing jurisdiction after such date, on or after such later date) in an interpretation, administration or application of such laws, rules or regulations by any legislative body, court, governmental agency, taxing authority or regulatory or administrative authority of such relevant taxing jurisdiction (including the enactment of any legislation and the announcement or publication of any judicial decision or regulatory or administrative interpretation or determination);
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we cannot avoid these obligations by taking commercially reasonable measures available to us (provided that changing the jurisdiction of incorporation, organization or domicile of our company shall be deemed not to be a commercially reasonable measure); and
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we deliver to the trustee an opinion of outside legal counsel or other qualified tax advisor, in each case, of recognized standing in the relevant taxing jurisdiction and an officers' certificate attesting to such change in tax law and obligation to pay additional amounts.
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the principal amount of the note; and
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accrued and unpaid interest, if any, to, but not including, the relevant conversion date.
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for conversions following the close of business on the regular record date immediately preceding the maturity date;
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if we have specified a redemption date that is after a regular record date and on or prior to the second business day immediately succeeding the corresponding interest payment date (or, if such interest payment date is not a business day, the third business day immediately succeeding such interest payment date);
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if we have specified a fundamental change repurchase date that is after a regular record date and on or prior to the business day immediately succeeding the corresponding interest payment date (or, if such interest payment date is not a business day, the second business day immediately succeeding such interest payment date); or
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to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such note.
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distribute to all or substantially all holders of our Class A ordinary shares any rights, options or warrants (other than in connection with a shareholder rights plan prior to separation of such rights from our Class A ordinary shares) entitling them, for a period of not more than 45 calendar days after the announcement date of such distribution, to subscribe for or purchase Class A ordinary shares at a price per share that is less than the average of the last reported sale prices of the Class A ordinary shares for the 10 consecutive trading day period ending on, and including, the trading day immediately preceding the date of announcement of such distribution; or
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distribute to all or substantially all holders of our Class A ordinary shares our assets, securities or rights to purchase our securities (other than in connection with a shareholder rights plan prior to separation of such rights from our Class A ordinary shares), which distribution has a per share value, as determined by our board of directors or a committee thereof, exceeding 10% of the last reported sale price of the Class A ordinary shares on the trading day preceding the date of announcement for such distribution,
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complete and manually sign the conversion notice on the back of the note, or a facsimile of the conversion notice;
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deliver the duly completed conversion notice, which is irrevocable, and the note to the conversion agent;
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if required, furnish appropriate endorsements and transfer documents; and
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if required, pay funds equal to interest payable on the next interest payment date to which you are not entitled.
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if we elect (or are deemed to have elected) physical settlement, we will deliver to the converting holder in respect of each US$1,000 principal amount of notes being converted a number of Class A ordinary shares equal to the conversion rate in effect immediately after the close of business on the relevant conversion date;
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if we elect (or are deemed to have elected) cash settlement, we will pay to the converting holder in respect of each US$1,000 principal amount of notes being converted cash in an amount equal to the sum of the daily conversion values for each of the 40 consecutive trading days during the related observation period; and
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if we elect (or are deemed to have elected) combination settlement, we will pay or deliver, as the case may be, to the converting holder in respect of each US$1,000 principal amount of notes being converted a "settlement amount" equal to the sum of the daily settlement amounts for each of the 40 consecutive trading days during the related observation period.
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cash equal to the lesser of (i) the maximum cash amount per US$1,000 principal amount of notes to be received upon conversion as specified in the notice specifying our chosen settlement method (or deemed specified as set forth above) (the "specified dollar amount"), if any, divided by 40 (such quotient, the "daily measurement value") and (ii) the daily conversion value; and
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if the daily conversion value exceeds the daily measurement value, a number of Class A ordinary shares equal to (i) the difference between the daily conversion value and the daily measurement value, divided by (ii) the daily VWAP for such trading day.
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subject to the immediately succeeding bullet, if the relevant conversion date occurs prior to May 15, 2029, the 40 consecutive trading day period beginning on, and including, the second trading day immediately succeeding such conversion date;
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with respect to any notes called for redemption (or deemed called for redemption), if the relevant conversion date occurs during the related redemption period, the 40 consecutive trading days beginning on, and including, the 41st scheduled trading day immediately preceding such redemption date; and
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subject to the immediately preceding bullet, if the relevant conversion date occurs on or after May 15, 2029, the 40 consecutive trading days beginning on, and including, the 41st scheduled trading day immediately preceding the maturity date.
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If we exclusively issue Class A ordinary shares as a dividend or distribution on the Class A ordinary shares, or if we effect a share split or share combination, the conversion rate will be adjusted based on the following formula:
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CR0
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=
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the conversion rate in effect immediately prior to the open of business on the ex-dividend date of such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as applicable;
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CR1
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=
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the conversion rate in effect immediately after the open of business on such ex-dividend date or effective date, as applicable;
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OS0
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=
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the number of Class A ordinary shares issued and outstanding immediately prior to the open of business on such ex-dividend date or effective date, as applicable (before giving effect to any such dividend, distribution, split or combination); and
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OS1
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=
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the number of Class A ordinary shares issued and outstanding immediately after giving effect to such dividend, distribution, share split or share combination.
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(2)
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If we distribute to all or substantially all holders of the Class A ordinary shares any rights, options or warrants (other than in connection with a stockholders rights plan) entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase Class A ordinary shares at a price per Class A ordinary share that is less than the average of the last reported sale prices of the Class A ordinary shares , for the 10 consecutive trading day period ending on, and including, the trading day immediately preceding the date of announcement of such distribution, the conversion rate will be increased based on the following formula:
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CR0
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=
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the conversion rate in effect immediately prior to the open of business on the ex-dividend date for such distribution;
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CR1
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=
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the conversion rate in effect immediately after the open of business on such ex-dividend date;
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=
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the number of Class A ordinary shares issued and outstanding immediately prior to the open of business on such ex-dividend date;
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X
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=
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the total number of Class A ordinary shares deliverable pursuant to such rights, options or warrants; and
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Y
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=
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the number of Class A ordinary shares equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the last reported sale prices of the Class A ordinary shares over the 10 consecutive trading day period ending on, and including, the trading day immediately preceding the date of announcement of the distribution of such rights, options or warrants.
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(3)
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If we distribute shares of our capital stock, evidences of our indebtedness, other assets or property of ours or rights, options or warrants to acquire our capital stock or other securities, to all or substantially all holders of the Class A ordinary shares, excluding:
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•
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dividends, distributions or issuances (including share splits) as to which an adjustment was effected (or would have been effected but for the 1% exception (as defined below)) pursuant to clause (1) or (2) above;
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except as otherwise described below, rights issued pursuant to any stockholder rights plan of ours then in effect;
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distributions of reference property issued in exchange for, or upon conversion of, our common stock as described under "-Recapitalizations, Reclassifications and Changes of the Class A Ordinary Shares;"
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dividends or distributions paid exclusively in cash as to which an adjustment was effected pursuant to clause (4) below; and
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spin-offs as to which the provisions set forth below in this clause (3) shall apply; then the conversion rate will be increased based on the following formula:
|
CR0
|
| |
=
|
| |
the conversion rate in effect immediately prior to the open of business on the ex-dividend date for such distribution;
|
| ||||||
CR1
|
| |
=
|
| |
the conversion rate in effect immediately after the open of business on such ex-dividend date;
|
| ||||||
SP0
|
| |
=
|
| |
the average of the last reported sale prices of the Class A ordinary shares over the 10 consecutive trading day period ending on, and including, the trading day immediately preceding the ex-dividend date for such distribution; and
|
|
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FMV
|
| |
=
|
| |
the fair market value (as determined by us in good faith) of the shares of capital stock, evidences of indebtedness, assets, property, rights, options or warrants distributed with respect to each outstanding Class A ordinary share on the ex-dividend date for such distribution.
|
CR0
|
| |
=
|
| |
the conversion rate in effect immediately prior to the end of the valuation period (as defined below);
|
| ||||||
CR1
|
| |
=
|
| |
the conversion rate in effect immediately after the end of the valuation period;
|
| ||||||
FMV0
|
| |
=
|
| |
the average of the last reported sale prices of the capital stock or similar equity interest distributed to holders of the Class A ordinary shares applicable to one Class A ordinary share (determined by reference to the definition of last reported sale price set forth under "-Optional Redemption" as if references therein to the Class A ordinary shares were to such capital stock or similar equity interest) over the first 10 consecutive trading day period after, and including, the ex-dividend date of the spin-off (the "valuation period"); and
|
| ||||||
MP0
|
| |
=
|
| |
the average of the last reported sale prices of the Class A ordinary shares over the valuation period.
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(4)
|
If any cash dividend or distribution is made to all or substantially all holders of the Class A ordinary shares, the conversion rate will be adjusted based on the following formula:
|
CR0
|
| |
=
|
| |
the conversion rate in effect immediately prior to the open of business on the ex-dividend date for such dividend or distribution;
|
| ||||||
CR1
|
| |
=
|
| |
the conversion rate in effect immediately after the open of business on such ex-dividend date for such dividend or distribution;
|
| ||||||
SP0
|
| |
=
|
| |
the last reported sale price of the Class A ordinary shares on the trading day immediately preceding the ex-dividend date for such dividend or distribution; and
|
| ||||||
C
|
| |
=
|
| |
the amount in cash per Class A ordinary share we distribute to all or substantially all holders of the Class A ordinary shares.
|
(5)
|
If we or any of our subsidiaries make a payment in respect of a tender or exchange offer for the Class A ordinary shares that is subject to the then applicable tender offer rules under the Exchange Act (other than any odd lot tender offer), to the extent that the cash and value of any other consideration included in the payment per Class A ordinary share exceeds the average of the last reported sale prices of the Class A ordinary shares over the 10 consecutive trading day period commencing on, and including, the trading day next succeeding the date such tender or exchange offer expires, the conversion rate will be increased based on the following formula:
|
CR0
|
| |
=
|
| |
the conversion rate in effect immediately prior to the close of business on the 10th trading day immediately following, and including, the trading day next succeeding the date such tender or exchange offer expires;
|
| ||||||
CR1
|
| |
=
|
| |
the conversion rate in effect immediately after the close of business on the 10th trading day immediately following, and including, the trading day next succeeding the date such tender or exchange offer expires;
|
| ||||||
AC
|
| |
=
|
| |
the aggregate value of all cash and any other consideration (as determined by our board of directors or a committee thereof) paid or payable for Class A ordinary shares purchased in such tender or exchange offer;
|
|
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OS0
|
| |
=
|
| |
the number of Class A ordinary shares issued and outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to the purchase of all Class A ordinary shares accepted for purchase or exchange in such tender or exchange offer);
|
| ||||||
OS1
|
| |
=
|
| |
the number of Class A ordinary shares issued and outstanding immediately after the date such tender or exchange offer expires (after giving effect to the purchase of all Class A ordinary shares accepted for purchase or exchange in such tender or exchange offer); and
|
| ||||||
SP1
|
| |
=
|
| |
the average of the last reported sale prices of the Class A ordinary shares over the 10 consecutive trading day period commencing on, and including, the trading day next succeeding the date such tender or exchange offer expires.
|
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•
|
upon the issuance of shares of our common stock at a price below the conversion price or otherwise, other than any such issuance described in clause (1), (2), (3) or (5) above;
|
•
|
upon the issuance of any Class A ordinary shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on our securities and the investment of additional optional amounts in Class A ordinary shares under any plan;
|
•
|
upon the issuance of any Class A ordinary shares or options or rights to purchase those Class A ordinary shares pursuant to any present or future employee, director or consultant benefit plan or program (including pursuant to any evergreen plan) of or assumed by us or any of our subsidiaries;
|
•
|
upon the repurchase of any Class A ordinary shares pursuant to an open-market share repurchase program or other buyback transaction that is not a tender offer or exchange offer of the nature described in clause (5) above;
|
•
|
for a third-party tender offer by any party other than a tender offer by one or more of our subsidiaries as described in clause (5) above;
|
•
|
upon the issuance of any Class A ordinary shares pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the preceding bullet and outstanding as of the date the notes were first issued (other than any rights under a rights plan);
|
•
|
solely for a change in the par value (or lack of par value) of the Class A ordinary shares; or
|
•
|
for accrued and unpaid interest, if any.
|
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•
|
any recapitalization, reclassification or change of the Class A ordinary shares (other than a change in par value, or from par value to no par value, or changes resulting from a subdivision or combination);
|
•
|
any consolidation, merger, combination or similar transaction involving us;
|
•
|
any sale, lease or other transfer to a third party of the consolidated assets of ours and our subsidiaries substantially as an entirety; or
|
•
|
any statutory share exchange,
|
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| |
Class A Ordinary Share price
|
||||||||||||||||||||||||||||
| |
US$6.33
|
| |
US$8.00
|
| |
US$8.55
|
| |
US$10.00
|
| |
US$12.82
|
| |
US$15.00
|
| |
US$20.00
|
| |
US$25.00
|
| |
US$30.00
|
| |
US$40.00
|
|
Effective Date
|
| | | | | | | | | | | | | | | | | | | | ||||||||||
August 20, 2024
|
| |
40.9571
|
| |
28.3075
|
| |
25.4947
|
| |
19.8740
|
| |
13.0874
|
| |
9.7480
|
| |
5.0350
|
| |
2.4568
|
| |
1.0123
|
| |
0.0000
|
August 15, 2025
|
| |
40.9571
|
| |
25.8938
|
| |
23.1111
|
| |
17.7610
|
| |
11.6357
|
| |
8.7033
|
| |
4.5665
|
| |
2.2644
|
| |
0.9483
|
| |
0.0000
|
August 15, 2026
|
| |
40.9571
|
| |
22.5513
|
| |
19.7825
|
| |
14.7750
|
| |
9.5484
|
| |
7.1620
|
| |
3.8055
|
| |
1.9024
|
| |
0.7917
|
| |
0.0000
|
August 15, 2027
|
| |
40.9571
|
| |
18.5300
|
| |
15.6550
|
| |
10.9950
|
| |
6.9259
|
| |
5.2173
|
| |
2.8165
|
| |
1.4224
|
| |
0.5830
|
| |
0.0000
|
August 15, 2028
|
| |
40.9571
|
| |
13.7600
|
| |
10.4550
|
| |
6.2000
|
| |
3.7598
|
| |
2.8613
|
| |
1.5805
|
| |
0.8168
|
| |
0.3323
|
| |
0.0000
|
August 15, 2029
|
| |
40.9571
|
| |
7.9788
|
| |
0.0000
|
| |
0.0000
|
| |
0.0000
|
| |
0.0000
|
| |
0.0000
|
| |
0.0000
|
| |
0.0000
|
| |
0.0000
|
•
|
If the Class A ordinary share price is between two Class A ordinary share prices in the table or the effective date is between two effective dates in the table, the number of additional Class A ordinary shares by which the conversion rate will be increased will be determined by a straight-line interpolation between the number of additional Class A ordinary shares set forth for the higher and lower Class A ordinary share prices and the earlier and later effective dates, as applicable, based on a 365-day year.
|
•
|
If the Class A ordinary share price is greater than US$40.00 per Class A ordinary share (subject to adjustment in the same manner as the Class A ordinary share prices set forth in the column headings of the table above), no additional Class A ordinary shares will be added to the conversion rate.
|
•
|
If the Class A ordinary share price is less than US$6.33 per Class A ordinary shares (subject to adjustment in the same manner as the Class A ordinary share prices set forth in the column headings of the table above), no additional Class A ordinary shares will be added to the conversion rate.
|
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(1)
|
Except as described in clause (2) below, (A) a "person" or "group" within the meaning of Section 13(d) of the Exchange Act, other than us and our wholly owned subsidiaries, our and any such wholly owned subsidiary's employee benefit plans and any permitted holder (as defined below), becomes and files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become, the direct or indirect "beneficial owner," as defined in Rule 13d-3 under the Exchange Act,
|
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(2)
|
the consummation of (A) any recapitalization, reclassification or change of the Class A ordinary shares (other than a change to par value, or from par value to no par value, or changes resulting from a subdivision or combination) as a result of which the Class A ordinary shares would be converted into, or exchanged for, stock, other securities, other property or assets; (B) any share exchange, consolidation or merger of us, or any similar transaction, pursuant to which the Class A ordinary shares will be converted into cash, securities or other property; or (C) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of us and our subsidiaries, taken as a whole, to any person other than one or more of our direct or indirect wholly owned subsidiaries; provided, however, that a transaction described in clause (A) or clause (B) in which the holders of all classes of our ordinary share capital immediately prior to such transaction own, directly or indirectly, more than 50% of all classes of common equity of the continuing or surviving corporation or transferee or the parent thereof immediately after such transaction in substantially the same proportions vis-a-vis each other as such ownership immediately prior to such transaction shall not be a fundamental change pursuant to this clause (2);
|
(3)
|
our shareholders approve any plan or proposal for the liquidation or dissolution of us; or
|
(4)
|
the Class A ordinary shares (or other common equity in respect of reference property) cease to be listed or quoted on any of The New York Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market (or any of their respective successors) and none of the Class A ordinary shares (or other common equity in respect of reference property) is listed or quoted on one of The New York Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market (or any of their respective successors) within one trading day of such cessation.
|
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•
|
the events causing a fundamental change;
|
•
|
the effective date of the fundamental change;
|
•
|
the last date on which a holder may exercise the repurchase right;
|
•
|
the fundamental change repurchase price;
|
•
|
the fundamental change repurchase date;
|
•
|
the name and address of the trustee;
|
•
|
if applicable, the conversion rate and any adjustments to the conversion rate as a result of the fundamental change (or related make-whole fundamental change);
|
•
|
that the notes with respect to which a fundamental change repurchase notice has been delivered by a holder may be converted only if the holder withdraws the fundamental change repurchase notice in accordance with the terms of the indenture; and
|
•
|
the procedures that holders must follow to require us to repurchase their notes.
|
•
|
such fundamental change constitutes a share exchange event for which the resulting reference property consists entirely of cash in U.S. dollars;
|
•
|
immediately after such fundamental change, the notes become convertible (pursuant to the provisions described above under "-Conversion Rights-Recapitalizations, Reclassifications and Changes of the Class A Ordinary Shares" and, if applicable, "-Conversion Rights-Adjustment to Class A Ordinary Shares Delivered upon Conversion upon a Make-Whole Fundamental Change") into consideration that consists solely of U.S. dollars in an amount per US$1,000 principal amount of notes that equals or exceeds the fundamental change repurchase price per US$1,000 principal amount of notes (calculated assuming a fundamental change repurchase date that results in a fundamental change repurchase price that includes the maximum amount of accrued interest); and
|
•
|
we timely send the notice relating to make-whole fundamental change associated with such fundamental change required pursuant to the provisions described above under "-Adjustment to Class A Ordinary Shares Delivered upon Conversion upon a Make-Whole Fundamental Change."
|
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•
|
if certificated, the certificate numbers of your notes to be delivered for repurchase or if not certificated, the notice must comply with applicable DTC procedures;
|
•
|
the portion of the principal amount of notes to be repurchased, which must be US$1,000 or an integral multiple thereof; and
|
•
|
that the notes are to be repurchased by us pursuant to the applicable provisions of the notes and the indenture.
|
•
|
the principal amount of the withdrawn notes, which must be US$1,000 or an integral multiple thereof;
|
•
|
if certificated notes have been issued, the certificate numbers of the withdrawn notes or, if not certificated, the notice must comply with applicable DTC procedures; and
|
•
|
the principal amount, if any, which remains subject to the repurchase notice, which must be US$1,000 or an integral multiple thereof.
|
•
|
the notes will cease to be outstanding and interest will cease to accrue (whether or not book-entry transfer of the notes is made or whether or not the notes are delivered to the trustee); and
|
•
|
all other rights of the holder will terminate (other than the right to receive the fundamental change repurchase price).
|
•
|
comply with the tender offer rules under the Exchange Act that may then be applicable;
|
•
|
file a Schedule TO or any other required schedule under the Exchange Act; and
|
•
|
otherwise comply in all material respects with all federal and state securities laws in connection with any offer by us to repurchase the notes;
|
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(1)
|
default in any payment of interest or additional amounts, if any, on any note when due and payable and the default continues for a period of 30 days;
|
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(2)
|
default in the payment of principal of any note when due and payable at its stated maturity, upon redemption, upon any required repurchase, upon declaration of acceleration or otherwise;
|
(3)
|
our failure to comply with our obligation to convert the notes in accordance with the indenture upon exercise of a holder's conversion right, including any interest make-whole conversion rate adjustment, and such failure continues for a period of five business days;
|
(4)
|
our failure to give a fundamental change notice as described under "-Repurchase upon Fundamental Change" or notice of a make-whole fundamental change as described under "-Conversion Rights-Adjustment to Class A Ordinary Shares Delivered upon Conversion upon a Make-Whole Fundamental Change," or notice of a specified corporate transaction as described under "- Certain Distributions Notice," in each case, when due and such failure continues for a period of five business days;
|
(5)
|
our failure to comply with our obligations under "-Consolidation, Merger and Sale of Assets";
|
(6)
|
our failure for 60 days after written notice from the trustee or by the trustee at the request of the holders of at least 25% in principal amount of the notes then outstanding has been received to comply with any of our other agreements contained in the notes or the indenture;
|
(7)
|
default by us or any of our "significant subsidiaries," with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed with a principal amount in excess of US$25.0 million (or the foreign currency equivalent thereof) in the aggregate by us and/or any such significant subsidiary, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable prior to its stated maturity or (ii) constituting a failure to pay the principal of any such indebtedness when due and payable (after the expiration of all applicable grace periods) at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise and in each case, such failure to pay or default shall not have been cured or waived, such indebtedness is not paid or discharged, or such acceleration is not otherwise cured, annulled or rescinded, within 30 days after written notice to us by the trustee or to us and the trustee by holders of at least 25% in aggregate principal amount of notes then outstanding in accordance with the indenture; or
|
(8)
|
certain events of bankruptcy, insolvency, or reorganization of us or any of our significant subsidiaries.
|
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•
|
0.25% per annum of the principal amount of the notes outstanding for each day during the period beginning on, and including, the date on which such an event of default first occurs and ending on the earlier of (i) the date on which such event of default is cured or validly waived or (ii) the 180th day immediately following, and including, the date on which such event of default first occurred; and
|
•
|
if such event of default has not been cured or validly waived prior to the 181st day immediately following, and including, the date on which such event of default first occurred, 0.50% per annum of the principal amount of the notes outstanding for each day during the period beginning on, and including, the 181st day immediately following, and including, the date on which such event of default first occurred and ending on the earlier of (i) the date on which such event of default is cured or validly waived or (ii) the 365th day immediately following, and including, the date on which such event of default first occurred.
|
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•
|
the principal (including the redemption price and the fundamental change repurchase price, if applicable) of;
|
•
|
accrued and unpaid interest, if any, on; and
|
•
|
the consideration due upon conversion of, its notes, on or after the respective due dates expressed or provided for in the notes or the indenture, or to institute suit for the enforcement of any such payment or delivery, as the case may be, and such right to receive such payment or delivery, as the case may be, on or after such respective dates shall not be impaired or affected without the consent of such holder.
|
(1)
|
such holder has previously given the trustee written notice that an event of default is continuing;
|
(2)
|
holders of at least 25% in principal amount of the outstanding notes have requested the trustee to pursue the remedy;
|
(3)
|
such holders have offered, and if requested, provided, to the trustee security and/or indemnity satisfactory to the trustee against any loss, liability or expense;
|
(4)
|
the trustee has not complied with such request within 60 days after the receipt of the request and the offer of security and/or indemnity; and
|
(5)
|
the holders of a majority in principal amount of the outstanding notes have not given the trustee a direction that is inconsistent with such request within such 60-day period.
|
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(1)
|
reduce the principal amount of notes whose holders must consent to an amendment;
|
(2)
|
reduce the rate of or extend the stated time for payment of interest on any note;
|
(3)
|
reduce the principal of or extend the stated maturity of any note;
|
(4)
|
make any change that adversely affects the conversion rights of any notes, except as required by the indenture;
|
(5)
|
reduce the redemption price or the fundamental change repurchase price of any note or amend or modify in any manner adverse to the holders of notes our obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
|
(6)
|
make any note payable in money other than U.S. dollars;
|
(7)
|
change the ranking of the notes;
|
(8)
|
impair the right of any holder to receive payment of principal and interest on such holder's notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder's notes;
|
(9)
|
change our obligation to pay additional amounts on any note; or
|
(10)
|
make any change in the amendment provisions that require each holder's consent or in the waiver provisions.
|
(1)
|
cure any ambiguity, omission, defect or inconsistency;
|
(2)
|
provide for the assumption by a successor corporation of our obligations under the indenture;
|
(3)
|
add guarantees with respect to the notes;
|
(4)
|
secure the notes;
|
(5)
|
add to our covenants or events of default for the benefit of the holders or surrender any right or power conferred upon us;
|
(6)
|
upon the occurrence of any transaction or event described in the list of bullets under the heading "-Conversion Rights-Recapitalizations, Reclassifications and Changes of the Class A Ordinary Shares" above, (x) provide that the notes are convertible into reference property, subject to "- Conversion Rights-Settlement upon Conversion" above, and (y) effect the related changes to the terms of the notes described under "Conversion Rights-Recapitalizations, Reclassifications and Changes of the Class A Ordinary Shares" above, in each case, in accordance with the applicable provisions of the indenture;
|
(7)
|
adjust the conversion rate as provided in the indenture;
|
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(8)
|
provide for the appointment of and acceptance of appointment by a successor trustee, registrar, paying agent, bid solicitation agent or conversion agent to facilitate the administration of the trusts under the indenture by more than one trustee;
|
(9)
|
irrevocably elect a settlement method and/or a specified dollar amount (or minimum specified dollar amount), or eliminate our right to elect a settlement method (including at our option upon an irrevocable election as provided under "-Conversion Rights-Settlement upon Conversion"); provided, however, that no such election or elimination will affect any settlement method theretofore elected (or deemed to be elected) with respect to any note pursuant to the provisions described above under "-Conversion Rights."
|
(10)
|
comply with the rules of any applicable securities depositary, including DTC;
|
(11)
|
make any change that does not adversely affect this rights of any holder in any material respect;
|
(12)
|
conform the provisions of the indenture to the "Description of the Notes" section in the preliminary prospectus supplement, as supplemented by the related pricing term sheet; or
|
(13)
|
comply with any requirement of the SEC in connection with the qualification of the indenture under the Trust Indenture Act.
|
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•
|
upon deposit of a global note with DTC's custodian, DTC will credit portions of the principal amount of the global note to the accounts of the DTC participants designated by the underwriters; and
|
•
|
ownership of beneficial interests in a global note will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in the global note).
|
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•
|
a limited purpose trust company organized under the laws of the State of New York;
|
•
|
a "banking organization" within the meaning of the New York State Banking Law;
|
•
|
a member of the Federal Reserve System;
|
•
|
a "clearing corporation" within the meaning of the Uniform Commercial Code; and
|
•
|
a "clearing agency" registered under Section 17A of the Exchange Act.
|
•
|
will not be entitled to have notes represented by the global note registered in their names;
|
•
|
will not receive or be entitled to receive physical, certificated notes; and
|
•
|
will not be considered the owners or holders of the notes under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee under the indenture.
|
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•
|
DTC notifies us at any time that it is unwilling or unable to continue as depositary for the global notes and a successor depositary is not appointed within 90 days;
|
•
|
DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days; or
|
•
|
an event of default with respect to the notes has occurred and is continuing and such beneficial owner requests that its notes be issued in physical, certificated form.
|
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(a)
|
any interest, commission, fee or any other payment in connection with any loan or indebtedness or with any arrangement, management, guarantee, or service relating to any loan or indebtedness which is (i) borne, directly or indirectly, by a person resident in Singapore or a permanent establishment in Singapore (except in respect of any business carried on outside Singapore through a permanent establishment outside Singapore or any immovable property situated outside Singapore); or (ii) deductible against any income accruing in or derived from Singapore; or
|
(b)
|
any income derived from loans where the funds provided by such loans are brought into or used in Singapore.
|
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•
|
the disposal of shares during the period from June 1, 2012 to May 31, 2022 of an unlisted investee company which is in the business of trading or holding Singapore immovable properties (other than the business of property development);
|
•
|
the disposal of shares from June 1, 2022 of an unlisted investee company which is in the business of trading, holding or developing immovable properties in Singapore or abroad, subject to certain exceptions;
|
•
|
the disposal of shares by a divesting company in the insurance business industry (as referred to under Section 26 of the SITA); and
|
•
|
the disposal of shares by a partnership, limited partnership or limited liability partnership where one or more of the partners is a company or are companies.
|
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•
|
remitted to, transmitted or brought into Singapore;
|
•
|
applied in or towards the satisfaction of any debt incurred in respect of a trade or business carried on in Singapore; or
|
•
|
applied to purchase any movable property which is brought into Singapore.
|
•
|
carried out as part of, or incidental to, the business of a "prescribed financial institution", which includes licensed banks, licensed finance companies and holders of a capital markets services license;
|
•
|
carried out as part of, or incidental to, the relevant business activities or operations of an entity enjoying certain tax incentives, such as the financial sector incentive; or
|
•
|
carried out by an excluded entity that has adequate economic substance in Singapore (as defined and provided for under Section 10L of the SITA).
|
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•
|
banks, insurance companies, investment companies, and other financial institutions;
|
•
|
partnerships or other entities or arrangements treated as partnerships, S corporations or other pass-through entities, or disregarded entities (including hybrid entities) for U.S. federal income tax purposes (and investors therein);
|
•
|
"controlled foreign corporations" within the meaning of Section 957(a) of the Code;
|
•
|
"passive foreign investment companies" within the meaning of Section 1297(a) of the Code;
|
•
|
corporations that accumulate earnings to avoid U.S. federal income tax;
|
•
|
tax-qualified retirement plans;
|
•
|
"qualified foreign pension funds" within the meaning of as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds;
|
•
|
tax-exempt organizations (including private foundations), governmental organizations or international organizations;
|
•
|
real estate investment trusts;
|
•
|
regulated investment companies;
|
•
|
brokers, dealers, traders in securities that elect to use a mark-to-market method of accounting;
|
•
|
certain former citizens or long-term residents of the United States;
|
•
|
persons that elect to mark their securities to market;
|
•
|
persons who hold notes or Class A ordinary shares as part of a hedging, integrated, straddle, conversion or constructive sale transaction for U.S. federal income tax purposes;
|
•
|
persons holding Class V ordinary shares;
|
•
|
persons that have a functional currency other than the U.S. dollar;
|
•
|
persons that acquired ordinary shares pursuant to an exercise of employee stock options or otherwise as compensation; and
|
•
|
persons that actually or constructively own 10% or more of our stock by vote or value.
|
•
|
an individual who is a citizen or resident of the United States;
|
•
|
a corporation (including any entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any state thereof or the District of Columbia;
|
•
|
an estate whose income is subject to U.S. federal income taxation regardless of its source; or
|
•
|
a trust, (i) the administration of which is subject to the primary supervision of a court within the United States and for which one or more U.S. persons have the authority to control all substantial decisions, or (ii) that has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.
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•
|
the U.S. Holder's gain or excess distribution will be allocated ratably over the U.S. Holder's holding period in its notes or Class A ordinary shares;
|
•
|
the amount allocated to the U.S. Holder's taxable year in which the U.S. Holder recognized the gain or received the excess distribution, and to any period in the U.S. Holder's holding period before the first day of the first taxable year in which we are treated as a PFIC, will be taxed as ordinary income;
|
•
|
the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in the U.S. Holder's holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and
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•
|
an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder with respect to the tax attributable to each such other taxable year of the U.S. Holder.
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Underwriters
|
| |
Principal Amount
of the Notes
|
BTIG, LLC
|
| |
US$121,500,000
|
A.G.P.
|
| |
15,000,000
|
The Benchmark Company, LLC
|
| |
7,500,000
|
Needham & Company LLC
|
| |
3,000,000
|
Roth Capital Partners, LLC
|
| |
3,000,000
|
Total
|
| |
US$150,000,000
|
| | | |
Total
|
|||||
| |
Per note
|
| |
No Exercise
|
| |
Full Exercise
|
|
Public offering price
|
| |
US$1,000
|
| |
US$150,000,000
|
| |
US$172,500,000
|
Discounts and commissions paid by us
|
| |
US$30
|
| |
US$4,500,000
|
| |
US$5,175,000
|
Proceeds, before expenses, to us
|
| |
US$970
|
| |
US$145,500,000
|
| |
US$167,325,000
|
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•
|
does not constitute a product disclosure document or a prospectus under Chapter 6D.2 of the Corporations Act 2001 (Cth) (the "Corporations Act");
|
•
|
has not been, and will not be, lodged with the Australian Securities and Investments Commission ("ASIC") as a disclosure document for the purposes of the Corporations Act and does not purport to include the information required of a disclosure document under Chapter 6D.2 of the Corporations Act;
|
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•
|
does not constitute or involve a recommendation to acquire, an offer or invitation for issue or sale, an offer or invitation to arrange the issue or sale, or an issue or sale, of interests to a "retail client" (as defined in section 761G of the Corporations Act and applicable regulations) in Australia; and
|
•
|
may only be provided in Australia to select investors who are able to demonstrate that they fall within one or more of the categories of investors, or Exempt Investors, available under section 708 of the Corporations Act.
|
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•
|
to any legal entity which is a qualified investor as defined in the Prospectus Regulation;
|
•
|
to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Regulation), subject to obtaining the prior consent of the relevant representatives for any such offer; or
|
•
|
in any other circumstances falling within Article 1 (4) of the Prospectus Regulation, provided that no such offer of notes shall require the Company or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.
|
•
|
to any legal entity which is a qualified investor as defined in Article 2 of the UK Prospectus Regulation;
|
•
|
to fewer than 150 natural or legal persons (other than qualified investors as defined in the UK Prospectus Regulation), subject to obtaining the prior consent of the relevant representatives for any such offer; or
|
•
|
in any other circumstances falling within section 86 of the FSMA, provided that no such offer of notes shall require the Company or any underwriter to publish a prospectus pursuant to section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation.
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•
|
a fund for joint investments in trust (i.e., mutual fund), as such term is defined in the Law for Joint Investments in Trust, 5754-1994, or a management company of such a fund;
|
•
|
a provident fund as defined in Section 47(a)(2) of the Income Tax Ordinance of the State of Israel, or a management company of such a fund;
|
•
|
an insurer, as defined in the Law for Oversight of Insurance Transactions, 5741-1981, a banking entity or satellite entity, as such terms are defined in the Banking Law (Licensing), 5741-1981, other than a joint services company, acting for their own account or for the account of investors of the type listed in Section 15A(b) of the Securities Law 1968;
|
•
|
a company that is licensed as a portfolio manager, as such term is defined in Section 8(b) of the Law for the Regulation of Investment Advisors and Portfolio Managers, 5755-1995, acting on its own account or for the account of investors of the type listed in Section 15A(b) of the Securities Law 1968;
|
•
|
a company that is licensed as an investment advisor, as such term is defined in Section 7(c) of the Law for the Regulation of Investment Advisors and Portfolio Managers, 5755-1995, acting on its own account;
|
•
|
a company that is a member of the Tel Aviv Stock Exchange, acting on its own account or for the account of investors of the type listed in Section 15A(b) of the Securities Law 1968;
|
•
|
an underwriter fulfilling the conditions of Section 56(c) of the Securities Law, 5728-1968;
|
•
|
a venture capital fund (defined as an entity primarily involved in investments in companies which, at the time of investment, (i) are primarily engaged in research and development or manufacture of new technological products or processes and (ii) involve above-average risk);
|
•
|
an entity primarily engaged in capital markets activities in which all of the equity owners meet one or more of the above criteria; and
|
•
|
an entity, other than an entity formed for the purpose of purchasing the notes in this offering, in which the shareholders equity (including pursuant to foreign accounting rules, international accounting regulations and U.S. generally accepted accounting rules, as defined in the Securities Law Regulations (Preparation of Annual Financial Statements), 1993) is in excess of NIS 250 million.
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(a)
|
it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the notes in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and
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(b)
|
it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the notes in, from or otherwise involving the United Kingdom.
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•
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our Form 20-F for the year ended December 31, 2023, filed with the SEC on March 28, 2024;
|
•
|
the description of our ordinary shares contained in our registration statement on Form 8-A filed with the SEC on April 12, 2023, and any amendment or report filed for the purpose of updating such description;
|
•
|
our Report on Form 6-K furnished to the SEC on May 14, 2024 that attaches as an exhibit our Unaudited Interim Condensed Consolidated Financial Statements, both for the three months ended March 31, 2023 and 2024;
|
•
|
our Report on Form 6-K furnished to the SEC on August 5, 2024 that attaches as an exhibit our July 2024 production and operations update; and
|
•
|
our Report on Form 6-K furnished to the SEC on August 12, 2024 that attaches as an exhibit our Unaudited Interim Condensed Consolidated Financial Statements, both for the six months ended June 30, 2023 and 2024.
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ABOUT THIS PROSPECTUS
|
| |
1
|
MARKET PRICE INFORMATION
|
| |
3
|
FREQUENTLY USED TERMS
|
| |
3
|
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
|
| |
5
|
OUR COMPANY
|
| |
7
|
RISK FACTORS
|
| |
9
|
USE OF PROCEEDS
|
| |
10
|
DIVIDEND POLICY
|
| |
10
|
DESCRIPTION OF SECURITIES
|
| |
11
|
FORMS OF SECURITIES
|
| |
21
|
PLAN OF DISTRIBUTION
|
| |
23
|
EXPENSES RELATED TO THE OFFERING
|
| |
25
|
TAX CONSIDERATIONS
|
| |
26
|
LEGAL MATTERS
|
| |
32
|
EXPERTS
|
| |
32
|
ENFORCEABILITY OF CIVIL LIABILITY
|
| |
32
|
WHERE YOU CAN FIND MORE INFORMATION
|
| |
33
|
INFORMATION INCORPORATED BY REFERENCE
|
| |
34
|
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•
|
price and volatility of Bitcoin and other cryptocurrencies;
|
•
|
our ability to maintain competitive positions in proprietary hash rate;
|
•
|
our ability to procure mining machines at a lower cost;
|
•
|
our ability to expand mining datacenters;
|
•
|
our ability to control electricity cost;
|
•
|
our ability to make effective judgments regarding pricing strategy and resource allocation;
|
•
|
our ability to upgrade and expand product offerings;
|
•
|
regulatory changes or actions that may restrict the use of cryptocurrencies or the operation of cryptocurrency networks in a manner that may require us to cease certain or all operations;
|
•
|
the impact of health epidemics, including the COVID-19 pandemic;
|
•
|
the risks to our business of earthquakes, fires, floods, and other natural catastrophic events and interruptions by man-made issues such as strikes and terrorist attacks;
|
•
|
the risks that the Business Combination's benefits do not meet the expectations of investors or securities analysts;
|
•
|
the volatility of the market price of the Class A Ordinary Shares, which could cause the value of your investment to decline;
|
•
|
the risk that an active trading market for Class A Ordinary Shares may never develop or be sustained;
|
•
|
potential litigation relating to the Business Combination;
|
•
|
our ability to maintain the listing of Class A Ordinary Shares on the Nasdaq;
|
•
|
the price of our securities has been and may continue to be volatile;
|
•
|
unexpected costs or expenses;
|
•
|
future issuances, sales or resales of Class A Ordinary Shares;
|
•
|
an active public trading market for our Class A Ordinary Shares may not develop or be sustained; and
|
•
|
other matters described under "Item 3.D.-Risk Factors" in our most recent Annual Report on Form 20-F, incorporated herein by reference.
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•
|
that a majority of the board of directors consists of independent directors;
|
•
|
for an annual performance evaluation of the nominating and corporate governance and compensation committees;
|
•
|
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
|
•
|
that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibility.
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•
|
the instrument of transfer is lodged with us, accompanied by the certificate for the Ordinary Shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer;
|
•
|
the instrument of transfer is in respect of only one class of shares;
|
•
|
the instrument of transfer is properly stamped, if required;
|
•
|
in the case of a transfer to joint holders, the number of joint holders to whom the Ordinary Share is to be transferred does not exceed four; and
|
•
|
a fee of such maximum sum as Nasdaq may determine to be payable or such lesser sum as our directors may from time to time require is paid to us in respect thereof.
|
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•
|
the designation of the series;
|
•
|
the number of shares of the series;
|
•
|
the dividend rights, conversion rights, voting rights;
|
•
|
the rights and terms of redemption and liquidation preferences; and
|
•
|
any other powers, preferences and relative, participating, optional and other special rights.
|
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•
|
authorize our board of directors to issue preference shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preference shares without any further vote or action by our shareholders; and
|
•
|
limit the ability of shareholders to requisition and convene general meetings of shareholders.
|
•
|
is not required to open its register of members for inspection;
|
•
|
does not have to hold an annual general meeting;
|
•
|
may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);
|
•
|
may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;
|
•
|
may register as a limited duration company; and
|
•
|
may register as a segregated portfolio company.
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•
|
the statutory provisions as to the required majority vote have been met;
|
•
|
the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class;
|
•
|
the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and
|
•
|
the arrangement is not one that would more properly be sanctioned under some other provision of the Cayman Companies Act.
|
•
|
an act which is illegal or ultra vires with respect to the company and is therefore incapable of ratification by the shareholders;
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•
|
an act which, although not ultra vires, requires authorization by a qualified (or special) majority (that is, more than a simple majority) which has not been obtained ; and
|
•
|
an act which constitutes a "fraud on the minority" where the wrongdoers are themselves in control of the company.
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•
|
the title of the series;
|
•
|
the aggregate principal amount;
|
•
|
the issue price or prices, expressed as a percentage of the aggregate principal amount of the debt securities;
|
•
|
any limit on the aggregate principal amount;
|
•
|
the date or dates on which principal is payable;
|
•
|
the interest rate or rates (which may be fixed or variable) or, if applicable, the method used to determine such rate or rates;
|
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•
|
the date or dates on which interest, if any, will be payable and any regular record date for the interest payable;
|
•
|
the place or places where principal and, if applicable, premium and interest, is payable;
|
•
|
the terms and conditions upon which we may, or the holders may require us to, redeem or repurchase the debt securities;
|
•
|
the denominations in which such debt securities may be issuable, if other than denomination of US$1,000 or any integral multiple of that number;
|
•
|
whether the debt securities are to be issuable in the form of certificated debt securities or global debt securities;
|
•
|
the portion of principal amount that will be payable upon declaration of acceleration of the maturity date if other than the principal amount of the debt securities;
|
•
|
the currency of denomination;
|
•
|
the designation of the currency, currencies or currency units in which payment of principal and, if applicable, premium and interest, will be made;
|
•
|
if payments of principal and, if applicable, premium or interest, on the debt securities are to be made in one or more currencies or currency units other than the currency of denominations, the manner in which exchange rate with respect to such payments will be determined;
|
•
|
if amounts of principal and, if applicable, premium and interest may be determined by reference to an index based on a currency or currencies, or by reference to a commodity, commodity index, stock exchange index, or financial index, then the manner in which such amounts will be determined;
|
•
|
the provisions, if any, relating to any collateral provided for such debt securities;
|
•
|
any events of default;
|
•
|
the terms and conditions, if any, for conversion into or exchange for ordinary shares;
|
•
|
any depositaries, interest rate calculation agents, exchange rate calculation agents, or other agents; and
|
•
|
the terms and conditions, if any, upon which the debt securities shall be subordinated in right of payment to other indebtedness of our company.
|
•
|
the title of such warrants;
|
•
|
the aggregate number of such warrants;
|
•
|
the price or prices at which such warrants will be issued;
|
•
|
the currency or currencies in which the price of such warrants will be payable;
|
•
|
the securities or other rights, including rights to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing, purchasable upon exercise of such warrants;
|
•
|
the price at which and the currency or currencies in which the securities or other rights purchasable upon exercise of such warrants may be purchased;
|
•
|
the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
|
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•
|
if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
|
•
|
if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security;
|
•
|
if applicable, the date on and after which such warrants and the related securities will be separately transferable;
|
•
|
information with respect to book-entry procedures, if any;
|
•
|
if applicable, a discussion of any material United States federal income tax considerations; and
|
•
|
any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.
|
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•
|
through underwriters or dealers;
|
•
|
directly to a limited number of purchasers or to a single purchaser;
|
•
|
in "at the market offerings," within the meaning of Rule 415(a)(4) of the Securities Act, into an existing trading market on an exchange or otherwise;
|
•
|
through agents; or
|
•
|
through any other method permitted by applicable law and described in the applicable prospectus supplement.
|
•
|
the name or names of any underwriters, dealers or agents;
|
•
|
the purchase price of such securities and the proceeds to be received by us, if any;
|
•
|
any underwriting discounts or agency fees and other items constituting underwriters' or agents' compensation;
|
•
|
any public offering price;
|
•
|
any discounts or concessions allowed or reallowed or paid to dealers; and
|
•
|
any securities exchanges on which the securities may be listed.
|
•
|
negotiated transactions;
|
•
|
at a fixed public offering price or prices, which may be changed;
|
•
|
at market prices prevailing at the time of sale;
|
•
|
at prices related to prevailing market prices; or
|
•
|
at negotiated prices.
|
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| |
Amount
|
|
SEC registration fee
|
| |
US$110,700
|
FINRA filing fee
|
| |
US$113,000
|
Accounting fees and expenses
|
| |
(1)
|
Legal fees and expenses
|
| |
(1)
|
Financial printing and miscellaneous expenses
|
| |
(1)
|
Total
|
| |
(1)
|
(1)
|
These fees and expenses cannot be estimated at this time and will be reflected in the applicable prospectus supplement.
|
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•
|
banks or other financial institutions;
|
•
|
insurance companies;
|
•
|
mutual funds;
|
•
|
pension or retirement plans;
|
•
|
S corporations;
|
•
|
broker or dealers in securities or currencies;
|
•
|
traders in securities that elect mark-to-market treatment;
|
•
|
regulated investment companies;
|
•
|
real estate investment trusts;
|
•
|
trusts or estates;
|
•
|
tax-exempt organizations (including private foundations);
|
•
|
persons that hold Ordinary Shares as part of a "straddle," "hedge," "conversion," "synthetic security," "constructive sale," or other integrated transaction for U.S. federal income tax purposes;
|
•
|
persons that have a functional currency other than the U.S. dollar;
|
•
|
certain U.S. expatriates or former long-term residents of the United States;
|
•
|
persons owning (directly, indirectly, or constructively) 5% (by vote or value) or more of our shares;
|
•
|
persons that acquired Ordinary Shares pursuant to an exercise of employee stock options or otherwise as compensation;
|
•
|
partnerships or other entities or arrangements treated as pass-through entities for U.S. federal income tax purposes and investors in such entities;
|
•
|
"controlled foreign corporations" within the meaning of Section 957(a) of the Code;
|
•
|
"passive foreign investment companies" within the meaning of Section 1297(a) of the Code; and
|
•
|
corporations that accumulate earnings to avoid U.S. federal income tax.
|
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•
|
an individual who is a U.S. citizen or resident of the United States;
|
•
|
a corporation (including an entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;
|
•
|
an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
|
•
|
a trust (i) if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more "United States persons" within the meaning of Section 7701(a)(30) of the Code have the authority to control all substantial decisions of the trust or (B) that has in effect a valid election under applicable U.S. Treasury regulations to be treated as a United States person.
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|
the U.S. Holder's gain or excess distribution will be allocated ratably over the U.S. Holder's holding period in its Ordinary Shares;
|
•
|
the amount allocated to the U.S. Holder's taxable year in which the U.S. Holder recognized the gain or received the excess distribution, and to any period in the U.S. Holder's holding period before the first day of the first taxable year in which we are treated as a PFIC, will be taxed as ordinary income;
|
•
|
the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in the U.S. Holder's holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and
|
•
|
an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder with respect to the tax attributable to each such other taxable year of the U.S. Holder.
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|
political and economic stability;
|
•
|
an effective judicial system;
|
•
|
tax neutrality;
|
•
|
the absence of exchange control or currency restrictions; and
|
•
|
the availability of professional and support services.
|
•
|
the Cayman Islands has a less developed body of securities laws as compared to the United States and these securities laws provide significantly less protection to investors as compared to those of the United States; and
|
•
|
Cayman Islands companies may not have standing to sue before the federal courts of the United States.
|
(a)
|
is given by a foreign court of competent jurisdiction;
|
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(b)
|
imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given;
|
(c)
|
is final;
|
(d)
|
is not in respect of taxes, a fine or a penalty;
|
(e)
|
was not obtained by fraud; and
|
(f)
|
is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.
|
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•
|
our Annual Report on Form 20-F for the fiscal year ended December 31, 2023 filed with the SEC on March 28, 2024; and
|
•
|
the description of our ordinary shares contained in our registration statement on Form 8-A filed with the SEC on April 12, 2023, and any amendment or report filed for the purpose of updating such description.
|
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A.G.P.
|
| |
The Benchmark Company
|
| |
Needham & Company
|
| |
Roth Capital Partners
|