BLUE SAFA Item 1.02. Termination of a Material Definitive Agreement.
On the Closing Date, in connection with the consummation of the Business Combination, the following material agreements of BSGA were terminated in accordance with their terms:
(i) certain Investment Management Trust Agreement, dated as of
and between Continental Stock Transfer & Trust Company ("CST") and BSGA,
pursuant to which CST invested the proceeds of BSGA's initial public offering
in a trust account and the funds of such account were used to make payments
to redeeming shareholders of BSGA and to pay certain of BSGA's expenses;
(ii) certain Administrative Services Agreement, dated as of
BSGA and BSG First Euro Investment Corp. (the "Sponsor"), pursuant to which the Sponsor provided BSGA with office space, utilities and secretarial and administrative support for up to$10,000 per month; and
(iii) certain Voting and Support Agreement, dated as of
among BSGA, Bitdeer and certain shareholders of Bitdeer (the "Supporting
Shareholder"), pursuant to which the Supporting Shareholder will (i) appear
at shareholders meetings of Bitdeer and vote, consent or approve the Merger
Agreement and the Business Combination and (ii) vote against any
alternative proposals or actions that would impede, interfere with, delay,
postpone or adversely affect the Business Combination.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference herein.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference herein.
In connection with the consummation of the Business Combination, BSGA notified
the Nasdaq that the Business Combination had become effective and requested that
the Nasdaq delist the BSGA Units, BSGA Ordinary Shares and BSGA Rights. Nasdaq
halted trading of BSGA's securities at market close on
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and Item 2.01 and Item 3.01 above and Item 5.01 below of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01. Changes in Control of Registrant.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the consummation of the Business Combination, a change in control of BSGA occurred. Following the consummation of the Business Combination, BSGA has ceased to exist and Bitdeer as the surviving entity became a wholly-owned subsidiary of BTG.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference herein.
In connection with consummation of the Business Combination, BSGA has ceased to exist from and after the First SPAC Merger Effective Time, at which time its directors and officers ceased to serve in such capacities.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference herein to the extent required.
Item 8.01. Other Events
On
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