BSGA SEC filings, in plain English
Everything Blue Safari Group Acquisition Corp has filed with the SEC that we hold — 40 filings, newest first, 3 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Blue Safari Group Acquisition Corp.'s proxy statement and prospectus for up to 71,458,985 Class A Ordinary Shares of Bitdeer Technologies Group calls an Extraordinary General Meeting for April 11, 2023 on the amended and restated agreement and plan of merger dated December 15, 2021 with Bitdeer Technologies Holding Company. The structure uses a First SPAC Merger and a Second SPAC Merger to reduce the risk that holders are subject to U.S. federal income tax on the exchange of BSGA Securities for BTG Class A Ordinary Shares. Why it matters: Invoking Nasdaq Rules 5635(a) and (b) together signals both a greater-than-20% issuance and a change of control, so BSGA holders end up a small minority of Bitdeer. The two-step merger structure is a genuine benefit: it is designed so the exchange is not a taxable event for shareholders, which is unusual care in a cross-border de-SPAC. Redemption pays the pro rata trust portion measured two business days before closing and remains the alternative.
What changed: Blue Safari Group Acquisition Corp., a BVI business company, filed a preliminary proxy statement, subject to completion, dated March 8, 2023, on the amended and restated agreement and plan of merger dated December 15, 2021 with Bitdeer Technologies Group and related entities. The structure is three mergers: BSGA Merger Sub 1 into BSGA, then BSGA into BSGA Merger Sub 2, then Bitdeer Merger Sub into Bitdeer. The document is also a prospectus for up to 71,458,985 BTG Class A Ordinary Shares. Why it matters: BSGA's own holders are kept whole one-for-one — each BSGA ordinary share becomes one BTG Class A Ordinary Share — so the dilution comes entirely from what Bitdeer's holders receive at the Exchange Ratio. The founder is carved out of that treatment: Bitdeer Shares held by Mr. Jihan Wu or the entity he controls, Victory Courage Limited, are defined as Key Executive Shares and handled separately in the Acquisition Merger. BTG plans to list the Class A Ordinary Shares on Nasdaq under the symbol BTDR, effective at the Closing.
- What changed vs 2022-04-05deadline 2022-09-14 → 2023-12-14sponsor loan $200K → $2.5Mshares 5.75M → 1.72M -70%
combination deadline, sponsor loans outstanding, redeemable shares +23 moved · 2 with no prior record of ours
- Combination deadline
- 2022-09-142023-12-14
- Sponsor loans outstanding
- $200K$2.5M
- Redeemable shares
- 5.75M1.72M
- Trust account
- $58.1M · unchanged
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as 456 days later than the previous record.
The clause …“until the earlier of (i) the consummation of the Company’s initial business combination and (ii) the Company’s failure to consummate a business combination before December 14, 2023 (if extended to the fullest extent”…
SpacBrain reads this as the sponsor has advanced $2,345,800 more.
The clause …“Company will not repay such loans. As of December 31, 2022, the Company had borrowed $ 2,545,800 under the promissory note. F-16 Table of Contents BLUE SAFARI GROUP ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS”…
SpacBrain reads this as 4,031,612 shares are no longer redeemable.
The clause …“100,000,000 shares authorized, 350,000 issued and outstanding, excluding 1,718,388 and 5,750,000 shares subject to possible redemption at December 31, 2022 and 2021 3,403,857 3,403,857 Class B ordinary shares, no par value,”…
The clause …“Trust Account At December 31, 2022 and 2021, the Company had $ 18,237,834 and $ 58,077,104 assets held in the Trust Account, which primarily consist of investments in mutual funds that invest in U.S. government securities, cash, or a”…
The clause …“accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability continue as a “going concern.” As of December 31, 2022, the Company had $487,303 in cash, and working capital deficit of”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2022-08-15trust $58.7M → $59.6M +1%deadline 2022-09-14 → 2023-02-28sponsor loan $1.2M → $2.0M
trust account, combination deadline, sponsor loans outstanding +23 moved · 2 with no prior record of ours
- Trust account
- $58.7M$59.6M
- Combination deadline
- 2022-09-142023-02-28
- Sponsor loans outstanding
- $1.2M$2.0M
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 5.75M · unchanged
SpacBrain reads this as $840,602 was added to the trust between the two filings.
The clause …“262,973 157,553 Total Current Assets 622,085 570,970 Investments held in Trust Account 59,577,318 58,077,104 Total Assets $ 60,199,403 $ 58,648,074 Liabilities, Class A Ordinary Shares Subject to”…
SpacBrain reads this as 167 days later than the previous record.
The clause …“the Promissory Note for an additional six (6) months from August 31, 2022 to February 28, 2023. As of September 30, 2022 and December 31, 2021, the Company had borrowed $ 200,000 under the promissory note. 14 Table of Contents Due to”…
SpacBrain reads this as the sponsor has advanced $767,000 more.
The clause …“Company's operating bank account. As of September 30, 2022, the Company had borrowed $ 1,993,000 under the promissory note. Note 7 — Commitments & Contingencies Registration Rights The holders of the founder shares, Private Placement”…
The clause “014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern”, management has determined that mandatory liquidation, and subsequent dissolution, should the Company be unable to complete a business”…
The clause …“100,000,000 shares authorized, 350,000 issued and outstanding, excluding 5,750,000 shares subject to possible redemption at September 30, 2022 and December 31, 2021 3,403,857 3,403,857 Class B ordinary shares, no par value,”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Preliminary proxy statement of Blue Safari Group Acquisition Corp. for an extraordinary general meeting at the New York offices of Davis Polk & Wardwell LLP and virtually; the meeting date, the time and the mailing date are all left blank. This is an extension proxy rather than a merger proxy: the two proposals are a Charter Amendment allowing the Company to extend the date by which it must consummate a business combination up to four times, by an additional three months each time, from December 14, 2022 to December 14, 2023, and an adjournment proposal. Why it matters: The Company states it currently has until December 14, 2022 to complete its initial business combination, being 18 months from the consummation of its IPO after two three-month extensions already taken, so this vote is about whether a signed deal gets another year to close. That deal is the Amended and Restated Agreement and Plan of Merger dated as of December 15, 2021 with Bitdeer Technologies Holding Company and Bitdeer Technologies Group, effected as two successive SPAC mergers followed by the merger of Merger Sub 3 into Bitdeer under BTG.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.