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Item 1.01
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Entry into a Material Definitive Agreement.
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Merger Agreement
On November 18, 2021, Blue
Safari Group Acquisition Corp., a British Virgin Islands business company (“Blue Safari”) entered into an Agreement
and Plan of Merger (the “Merger Agreement”) by and among Blue Safari, Blue Safari Mini Corp., an exempted company
incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Blue Safari (“Merger
Sub”), and Bitdeer Technologies Holding Company, an exempted company incorporated with limited liability under the laws of
the Cayman Islands (“Bitdeer” or the “Company”).
Pursuant to the Merger Agreement, the parties thereto
will enter into a business combination transaction (the “Business Combination”) by which Merger Sub will merge with
and into Bitdeer with Bitdeer being the surviving entity and becoming a wholly-owned subsidiary of Blue Safari (the “Merger”
and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”). The Merger Agreement
and the Transactions were unanimously approved by the boards of directors of each of Blue Safari and Bitdeer.
The Business Combination is expected to be consummated
after obtaining the required approval by the shareholders of Blue Safari and Bitdeer and the satisfaction of certain other customary closing
conditions.
Merger Consideration
In accordance with the terms and subject to the
conditions of the Merger Agreement, (i) each issued and outstanding ordinary share and preferred share in Bitdeer will be cancelled and
exchanged for the right to receive such number of class A ordinary shares in Blue Safari equal to the Exchange Ratio (as defined in the
Merger Agreement), provided that each issued and outstanding Key Executive Share (as defined in the Merger Agreement) will be cancelled
and exchanged for the right to receive such number of Class V ordinary shares in Blue Safari equal to the Exchange Ratio (as defined in
the Merger Agreement); (ii) each issued and outstanding Company restricted stock unit will be converted into an award of restricted share
units, representing the rights to receive class A ordinary shares in Blue Safari under the 2021 Equity Incentive Plan of Blue Safari, each subject to substantially the same terms, as adjusted for the Exchange Ratio (as defined in the
Merger Agreement); (iii) the outstanding Company Convertible Note (as defined in the Merger Agreement) will be assumed by Blue Safari
and represent the rights to receive class A ordinary shares in Blue Safari, subject to the same terms and conditions, as adjusted for
the Exchange Ratio (as defined in the Merger Agreement); (iv) each Dissenting Share (as defined in the Merger Agreement) will represent
only the right to receive the applicable payments set forth in the Merger Agreement.
Representations and Warranties; Covenants
The Merger Agreement contains
representations and warranties of each of the parties thereto that are customary for transactions of this type, many of which are qualified
by materiality and “Material Adverse Effect” (as defined in the Merger Agreement) standards. The representations and warranties
of the respective parties to the Merger Agreement will not survive the closing of the Transactions (the “Closing”).
The
Merger Agreement contains certain covenants, including, among other things, providing for (i) the parties to conduct their
respective business in the ordinary course through the Closing; (ii) the parties to not initiate any negotiations or enter into any
agreements for certain transactions; (iii) Blue Safari to prepare and file a registration
statement (the “Registration Statement”) and take certain other actions to obtain the approval of the
Transactions from the shareholders of Blue Safari; and (iv) the parties to use reasonable best efforts
to consummate and implement the Transactions.
Conditions to Each Party’s Obligations
The Merger Agreement is subject to the satisfaction
or waiver of certain customary closing conditions by the parties thereto, including, among others, (i) approval of the Transactions by
the shareholders of Blue Safari and Bitdeer; (ii) effectiveness of the Registration Statement; (iii) expiration or termination of the
waiting period under antitrust laws; and (iv) receipt of approval for listing on the Nasdaq Capital Market of Blue Safari’s ordinary
shares.
The obligations of Blue Safari Parties to consummate
the Transactions also are conditioned upon, among other things, (i) the accuracy of the representations and warranties of Bitdeer (subject
to customary bring-down standards), (ii) the covenants of Bitdeer having been performed in all material respects; and (iii) no Material
Adverse Effect (as defined in the Merger Agreement) with respect to Bitdeer shall have occurred.
The obligations of Bitdeer to consummate the Transactions
also are conditioned upon, among other things, (i) the accuracy of the representations and warranties of Blue Safari (subject to customary
bring-down standards), and (ii) the covenants of Blue Safari having been performed in all material respects.
Termination
The Merger Agreement may be terminated at any time
prior to the Closing,
(i)
by mutual written consent of Blue Safari and Bitdeer;
(ii)
by either Blue Safari or Bitdeer if the Transactions are not consummated on or before May 31, 2022, provided that the terminating
party’s failure to fulfill any of its obligations under the Merger Agreement is not the primary cause of the failure of the Closing
to occur by such date;
(iii)
by either Blue Safari or Bitdeer if a governmental entity shall have issued an order, decree or ruling or taken any other action,
in any case having the effect of permanently enjoining or prohibiting the Merger, which order, decree, judgment, ruling or other action
is final and nonappealable;
(iv)
by either Blue Safari or Bitdeer if, at the special meeting of Blue Safari’s shareholders, the Transactions and the other
Blue Safari Shareholder Approval Matters shall fail to be approved;
(v) by Blue Safari if Bitdeer shall fail to obtain Bitdeer Shareholder Approval; or
(vi)
by either Blue Safari or Bitdeer if the other party has breached any of its representations, warranties, agreements or covenants
which would result in the failure of certain conditions to be satisfied at the Closing and has not cured its breach prior to the earlier
of 15 days of the notice of describing the breach and the Outside Closing Date, provided that the terminating party’s failure to
fulfill any of its obligations under the Merger Agreement is not the primary cause of the failure of the Closing to occur;
The foregoing
description of the Merger Agreement and the Transactions does not purport to be complete and is qualified in its entirety by the
terms and conditions of the Merger Agreement and related agreements. The Merger Agreement contains representations, warranties and
covenants that the respective parties made to each other as of the date of such agreement or other specific dates set forth
thereunder. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among
the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with
negotiating such agreement. The Merger Agreement has been included as Exhibit 2.1 to this Current Report on Form 8-K (this
“Current Report”) to provide information regarding its terms. It is not intended to provide any other factual
information about Blue Safari, Bitdeer, or any other party to the Merger Agreement or any related agreement. In particular, the
representations, warranties, covenants and agreements contained in the Merger Agreement, which were made only for purposes of such
agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, are subject to limitations
agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating
contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts) and are subject to
standards of materiality applicable to the contracting parties that may differ from those applicable to investors and security
holders. Investors and security holders are not third-party beneficiaries under the Merger Agreement and should not rely on the
representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of
facts or condition of any party to the Merger Agreement. Moreover, information concerning the subject matter of the representations
and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in
Blue Safari’s public disclosures.
Voting and Support Agreement
Concurrently
with the execution of the Merger Agreement, Blue Safari and Bitdeer also entered into a voting and
support agreement (the “Voting and Support Agreement”) with certain Company shareholder (the “Supporting Shareholder”)
with respect to the shares of Bitdeer currently owned by the Supporting Shareholder. The Voting and Support Agreement provides that the
Supporting Shareholder will appear at shareholders meetings of Bitdeer and vote, consent or approve the Merger Agreement and the Transactions,
whether at a shareholder meeting of Bitdeer or by written consent. It further provides that the Supporting Shareholder will vote against
(or act by written consent against) any alternative proposals or actions that would impede, interfere with, delay, postpone or adversely
affect the Merger or any of the Transactions.
The foregoing description
of the Voting and Support Agreement is qualified in its entirety by reference to the full text of such agreement filed as Exhibit 10.1
to this Current Report on Form 8-K and incorporated herein by reference.