Bitdeer Technologies (BTDR) 424B3Prospectus supplement

Bitdeer is a world-leading technology company for the cryptocurrency mining community. As of June 30, 2022, Bitdeer was the world’s second largest holder of proprietary hash rate, which is defined as hash rate generated from proprietary mining machines; by allocating part of our proprietary hash rate for sale, we were the world’s largest supplier of hash rate, as measured by hash rate for sale in the cloud hash rate sharing market, which is defined as a market where players sell part of their hash rate to customers, according to Frost & Sullivan.

Bitdeer is an exempted company with limited liability incorporated on November 18, 2020 under the laws of the Cayman Islands. The mailing address of Bitdeer’s principal executive office is 08 Kallang Avenue, Aperia tower 1, #09-03/04, Singapore 339509 and its contact number is +65 62828220. Bitdeer’s corporate website address is https://www.bitdeer.com. Bitdeer’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus. After the consummation of the Business Combination at the Closing on the Closing Date, Bitdeer will become a wholly-owned subsidiary of BTG.

Immediately following the Business Combination, BTG will qualify as a foreign private issuer as defined in Rule 3b-4 under the Exchange Act. Also, BTG will be a “controlled company” within the meaning of the Nasdaq corporate governance standards and eligible to take advantage of exemptions from certain Nasdaq corporate governance standards. BTG was incorporated on December 8, 2021, solely for the purpose of effectuating the Business Combination described herein. BTG was incorporated under the laws of the Cayman Islands as an exempted company limited by shares. BTG does not own any material assets and does not operate any business.

As of the consummation of the Business Combination at the Closing on the Closing Date, the number of directors of BTG will be increased to seven, three of whom shall be independent directors. The mailing address

Although Bitdeer has not completed the audit of its financial statements for the year ended December 31, 2022, Bitdeer provided certain unaudited financial information (collectively, the “Selected Unaudited Financial Information of Bitdeer”) to the BSGA Board in connection with its review of the Business Combination. For more details, see the section entitled “The Business Combination Proposal — BSGA Board’s Review of Valuation.” The following sets forth the Selected Unaudited Financial Information of Bitdeer and a discussion of this information:

Bitdeer’s revenue is estimated to be US$330.3 million for the year ended December 31, 2022, compared to US$394.7 million for the year ended December 31, 2021. The decrease was primarily contributed by a decrease in revenue generated from its proprietary mining business, driven by (i) the price drop of Bitcoin, the most significant type of cryptocurrency involved in Bitdeer’s business and (ii) a decrease in the comparative number of Bitcoin mined from proprietary mining, resulting from a decrease in the amount of hash rate allocated to Bitdeer’s proprietary mining business as a percentage of the total network hash rate.

Bitdeer’s loss is estimated to be US$62.4 million for the year ended December 31, 2022, compared to profit of US$82.6 million for the year ended December 31, 2021. Such change was primarily due to a decrease of revenue and an increase in electricity cost associated with increased power supply needs and electricity prices.

Bitdeer’s adjusted EBITDA is estimated to be US$91.2 million for the year ended December 31, 2022, compared to US$281.8 million for the year ended December 31, 2021. The decrease was primarily as a result of loss for the year. Adjusted EBITDA is a non-IFRS measure used by Bitdeer’s management as a supplemental measure to review and assess Bitdeer’s operating performance. Bitdeer defines adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, further adjusted to exclude share-based payment expenses under IFRS 2. See “— Adjusted EBITDA and Reconciliation” below.

Bitdeer’s net asset value is estimated to be US$316.3 million as of December 31, 2022 , compared to US$288.1 million as of December 31, 2021.

The Selected Unaudited Financial Information of Bitdeer reflects trends consistent with Bitdeer’s performance for the first six months ended June 30, 2022 disclosed in the section entitled “Bitdeer’s Management’s Disclosure and Analysis of Financial Condition and Results of Operations.”

Although Bitdeer does not expect its actual results to vary materially from the unaudited preliminary numbers included in this proxy statement/prospectus, these preliminary numbers are subject to potential adjustments that may be identified during Bitdeer’s year-end audit. Neither Bitdeer nor BTG will refer back to the above unaudited preliminary numbers in BTG’s future periodic reports filed under the Exchange Act. Neither MaloneBailey, LLP nor Marcum LLP or any other independent accountant has audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to afore-mentioned financial numbers and accordingly, neither MaloneBailey, LLP nor Marcum LLP or any other independent accountant expresses any opinion or any other form of assurance on such information and assume no responsibility for, and disclaim any association with, the unaudited preliminary numbers.

In evaluating its business, Bitdeer considers and uses a non-IFRS measure, adjusted EBITDA, as a supplemental measure to review and assess its operating performance. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, further adjusted to exclude share-based payments expenses under IFRS 2. Such measure is not necessarily comparable to similarly titled measures used by other companies. As a result, such measure should not be considered in isolation from, or as a substitute analysis for, Bitdeer’s profit/(loss) for the periods, as determined in accordance with IFRS. For additional details, including a reconciliation of profit/(loss), the most comparable IFRS measure, to adjusted

EBITDA, see the section entitled “Bitdeer’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-IFRS Financial Measure” of this proxy statement/prospectus.

The table below represents a reconciliation of estimated profit/(loss) for the year ended December 31, 2022 to estimated adjusted EBITDA for the year ended December 31, 2022.

The Merger Agreement contemplates three mergers in connection with the Business Combination, consisting of the First SPAC Merger, the Second SPAC Merger and the Acquisition Merger. At the effective time of the First SPAC Merger, BSGA Merger Sub 1 will be merged with and into BSGA, and the separate corporate existence of BSGA Merger Sub 1 will cease and BSGA will continue as the surviving company under the laws of the British Virgin Islands. Immediately following the First SPAC Merger and at the effective time of the Second SPAC Merger, BSGA will be merged with and into BSGA Merger Sub 2 and BSGA Merger Sub 2 will continue as the surviving company in the Second SPAC Merger under the laws of the British Virgin Islands as a wholly-owned subsidiary of BTG. Following the Second SPAC Merger, at the effective time of the Acquisition Merger, Bitdeer Merger Sub will be merged with and into Bitdeer. Following the Acquisition Merger, the separate corporate existence of Bitdeer Merger Sub will cease and Bitdeer will continue as the surviving company in the Acquisition Merger under the laws of the Cayman Islands and become a wholly-owned subsidiary of BTG.

Reasons for the Structure of the Business Combination

As contemplated by the Merger Agreement, the Business Combination will be consummated via a multiple-merger structure (also known as “double dummy”), consisting of the Initial Mergers and the Acquisition Merger. Under such structure, each of BSGA and Bitdeer will merge with a subsidiary of BTG, a newly formed company, through the Initial Mergers and the Acquisition Merger, respectively. Upon the consummation of the Business Combination, BTG will be the public company listed on Nasdaq. The multiple-merger structure was chosen by the parties to the Merger Agreement for business, legal and accounting reasons. In particular, given BTG’s eligibility as a foreign private issuer, its reporting obligations under U.S. securities laws will be less burdensome compared to domestic registrants and BTG will be able to prepare and file its financial statements in accordance with the International Financial Reporting Standards. Such benefit will not be available immediately upon Closing if the Business Combination were to be conducted through a reverse triangular merger in which Bitdeer would be acquired directly by BSGA, which would continue to report as a domestic registrant upon Closing until further assessment of factors such as its shareholder base and location of assets at a future date pursuant to U.S. securities laws. Operationally, following the Business Combination conducted via the proposed structure, BTG will be a holding company that will operate Bitdeer’s current business through its subsidiaries, which is consistent with the expectations of Bitdeer and BSGA’s management in relation to post-Business Combination corporate and operational structure.

In addition, the Initial Mergers are structured as two separate mergers primarily for U.S. tax reasons. The exchange of BSGA Securities (as defined in “Material U.S. Federal Income Tax Considerations”) for BTG Class A Ordinary Shares pursuant to the Business Combination is intended to qualify as a tax-free transaction for U.S. federal income tax purposes. See “Material U.S. Federal Income Tax Considerations — Consequences

of the Business Combination — Qualification of the Initial Mergers as a Reorganization.” The Initial Mergers that effect the exchange of BSGA Securities for BTG Class A Ordinary Shares are structured as a two-step merger in the form of the First SPAC Merger and the Second SPAC Merger to reduce the risk that holders will be subject to U.S. federal income tax on the exchange of their BSGA Securities for BTG Class A Ordinary Shares.

The Closing is subject to the satisfaction or waiver of certain customary conditions by the parties thereto, including, among others, (i) approval of the mergers and the transactions contemplated by the Merger Agreement by the shareholders of BSGA and Bitdeer; (ii) effectiveness of the Registration Statement; (iii) expiration or termination of the waiting period under antitrust laws; (iv) receipt of approval for listing on the Nasdaq Capital Market of BTG Class A Ordinary Shares; and (v) BSGA having at least US$5,000,001 of net tangible assets remaining immediately after the Closing.

In addition, the obligations of each of BSGA and Bitdeer to consummate the transactions contemplated by the Merger Agreement are subject to customary conditions, including, among other aspects, (i) the accuracy of the representations and warranties of the other party (subject to customary bring-down standards); and (ii) the covenants of the other party having been performed in all material respects.

Pursuant to the Merger Agreement, concurrently with the execution of the Merger Agreement, BTG, BSGA and Bitdeer also entered into a Voting and Support Agreement with certain Bitdeer 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 contemplated by the Merger Agreement, 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 transactions contemplated by the Merger Agreement.

Pursuant to the Merger Agreement, concurrently with the closing of the Merger Agreement, certain holders of at least 95% of the outstanding shares of the Company immediately prior to the closing (collectively, the “Lock-up Shareholders”) will enter into certain lock-up agreements (the “Lock-up Agreements”) with BTG, pursuant to which each Lock-up Shareholder agrees to, among other things, lock up all equity interests of BTG held by such Lock-up Shareholder immediately after the effective time of the Acquisition Merger for a period of 180 days from such effective time, subject to certain exceptions.

In accordance with the terms and subject to the conditions of the Merger Agreement, upon the effective time of the First SPAC Merger, (i) each issued and outstanding BSGA Ordinary Share will be cancelled and exchanged for the right to receive one BTG Class A Ordinary Share, and (ii) each BSGA Right will be cancelled and exchanged for the right to receive one-tenth (1/10) of a BTG Class A Ordinary Share in the same manner as BSGA Ordinary Share as set forth in subclause (i), with fractional shares to be either rounded up to the nearest whole share or otherwise addressed in accordance with the applicable provisions of British Virgin Islands law.

At the effective time of the First SPAC Merger, (i) each BSGA Ordinary Share issued and outstanding immediately prior to the effective time of the First SPAC Merger (other than the BSGA Dissenting Shares) will be cancelled and cease to exist in exchange for the right to receive one BTG Class A Ordinary Share, except that the BSGA Ordinary Shares that are owned by BSGA as treasury shares or owned by any direct or indirect subsidiary of BSGA will be canceled and cease to exist without any consideration; (ii) each BSGA

Dissenting Share owned by BSGA shareholders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the First SPAC Merger pursuant to BVI Companies Act will represent only the right to receive the payment resulting from the procedure set forth in the BVI Companies Act with respect to the BSGA Dissenting Shares owned by such BSGA Shareholders, and (iii) the one share of BTG that was outstanding immediately prior to the effective time of the First SPAC Merger will be redeemed for an amount of US$0.0000001 and cancelled.

At the effective time of the Acquisition Merger, (i) each Bitdeer Ordinary Share and each Bitdeer Preference Share issued and outstanding immediately prior to the effective time of the Acquisition Merger (other than any Key Executive Shares and Bitdeer Dissenting Shares) will be cancelled and cease to exist in exchange for the right to receive such number of BTG Class A Ordinary Shares that is equal to the Exchange Ratio; (ii) each Key Executive Share issued and outstanding immediately prior to the effective time of the Acquisition Merger will be cancelled and cease to exist in exchange for the right to receive such number of BTG Class V Ordinary Shares that is equal to the Exchange Ratio; (iii) each Bitdeer RSU outstanding immediately prior to the effective time of the Acquisition Merger, whether vested or unvested, will be assumed by BTG and converted into an award of restricted share units, representing the right to receive, on the same terms and conditions (including applicable vesting, settlement and expiration provisions) as applied to such Bitdeer RSU immediately prior to the effective time of the Acquisition Merger, BTG Class A Ordinary Shares, except that the number of BTG Class A Ordinary Shares subject to such restricted share units will equal the product of the number of Bitdeer Ordinary Shares that were subject to such Bitdeer RSU multiplied by the Exchange Ratio, rounded down to the nearest whole share; (iv) the Bitdeer Convertible Note outstanding immediately prior to the effective time of the Acquisition Merger will be assumed by BTG and represent the rights to receive, on the same terms and conditions as applied to such Bitdeer Convertible Note, BTG Class A Ordinary Shares, except that the number of BTG Class A Ordinary Shares to be received upon conversion of the Bitdeer Convertible Note will equal the product of the number of Bitdeer Ordinary Shares issuable upon conversion of the Bitdeer Convertible Note multiplied by the Exchange Ratio, rounded down to the nearest whole share; and (v) each Bitdeer Dissenting Share owned by Bitdeer shareholders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Acquisition Merger pursuant to the Cayman Companies Act will represent only the right to receive the payment resulting from the procedure set forth in the Cayman Companies Act with respect to the Bitdeer Dissenting Shares owned by such Bitdeer shareholders.

BSGA was formed to complete a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more business entities. The BSGA Board sought to do so by using the networks and industry experience of both the Sponsor, the BSGA Board, and the BSGA management to identify and acquire one or more businesses.

In evaluating the transaction with Bitdeer, the BSGA Board consulted with its legal counsel and accounting and other advisors and considered a range of factors. In particular, the BSGA Board considered, among others, the following factors, although not weighted or in any order of significance:

For a more complete description of BSGA Board’s reasons for approving the Business Combination, including other factors and risks considered by the BSGA Board, see the section entitled “The Business Combination Proposal — Reasons for BSGA Board’s Approval of the Business Combination.”

BSGA retained Royson to provide to the BSGA Board with an opinion regarding the valuation of Bitdeer. BSGA also retained an international accounting firm, (the “Audit Firm”), to further review Royson’s work product regarding the reasonableness of the methodologies as well as the results thereof. Royson provided BSGA with their opinion dated November 17, 2021 (the “Original Valuation Report”), an updated opinion dated December 14, 2021 (the “Updated Valuation Report”) and a further updated opinion dated March 7, 2023 (the “2023 Valuation Report”), which were reviewed by the Audit Firm. Royson’s updated opinion as set forth in the 2023 Valuation Report, based upon its investigation, analysis and assumptions described therein

BTG plans to apply for listing, to be effective at the time of the Closing of the Business Combination, of the BTG Class A Ordinary Shares on Nasdaq and will obtain clearance by DTC as promptly as practicable following the issuance thereof, subject to official notice of issuance, prior to the Closing Date.

If the Business Combination is completed, BSGA Class A Ordinary Shares, BSGA Units and BSGA Rights shall be delisted from Nasdaq and will be deregistered under the Exchange Act.

Upon consummation of the Business Combination, BTG will be an “emerging growth company” as defined in the JOBS Act. BTG will remain an “emerging growth company” until the earliest to occur of (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of the Business Combination, (b) in which BTG has total annual gross revenue of at least US$1.07 billion or (c) in which BTG is deemed to be a large accelerated filer, which means the market value of BTG Shares held by non-affiliates exceeds US$700 million as of the last business day of BTG’s prior second fiscal quarter, BTG has been subject to Exchange Act reporting requirements for at least 12 calendar months; and filed at least one annual report, and (ii) the date on which BTG issued more than US$1.0 billion in non-convertible debt during the prior three-year period. BTG intends to take advantage of exemptions from various reporting requirements that are applicable to most other public companies, whether or not they are classified as “emerging growth companies,” including, but not limited to, an exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that BTG’s independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting and reduced disclosure obligations regarding executive compensation.

As a “foreign private issuer,” BTG will be subject to different U.S. securities laws than domestic U.S. issuers. The rules governing the information that BTG must disclose differ from those governing U.S. companies pursuant to the Exchange Act. BTG will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders. Those proxy statements are not expected to conform to Schedule 14A of the proxy rules promulgated under the Exchange Act.

Controlled Company

Upon the closing of the Business Combination, Mr. Jihan Wu will control a majority of the voting power of BTG’s outstanding ordinary shares. As a result, BTG will be a “controlled company” within the meaning of applicable Nasdaq listing rules. Under these rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company.” For so long as BTG remains a “controlled company,” it may elect not to comply with certain corporate governance requirements, including the requirements:

BTG intends to use these exemptions upon the closing of the Business Combination and it may continue to use all or some of these exemptions in the future. As a result, you may not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.

The Business Combination will be accounted for as a “reverse recapitalization” in accordance with IFRS. Under this method of accounting, BSGA will be treated as the “acquired” company for financial reporting purposes. This determination is primarily based on the fact that subsequent to the Business Combination, the Bitdeer’s shareholders are expected to have a majority of the voting power of BTG, Bitdeer will comprise all of the ongoing operations of combined company, Bitdeer will comprise a majority of the governing body of combined company, and Bitdeer’s senior management will comprise all of the senior management of combined company. Since BSGA does not meet the definition of a business under IFRS, the transaction is outside the scope of IFRS 3, “Business Combinations”, and it is accounted for as an equity-settled, share-based payment transaction in accordance with IFRS 2, “Share-based Payments”. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Bitdeer issuing shares for the net assets of BSGA, accompanied by a recapitalization. The net assets of BSGA will be stated at historical costs. Any difference in the fair value of the consideration deemed to have been issued by Bitdeer and the fair value of BSGA’s identifiable net assets represents a listing service received by Bitdeer and is recorded through profit and loss. No goodwill or other intangible assets will be recorded. Operations prior to the Business Combination will be those of Bitdeer.

The Merger Agreement and the transactions contemplated by the Merger Agreement are not subject as a closing condition to any additional federal, state or foreign regulatory requirement or approval, except for (i) the expiration or termination of applicable waiting periods (and any extension thereof) under the Hart-Scott-Rodio Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, and (ii) filings with the registrar of the Cayman Islands and British Virgin Islands necessary to effectuate the transactions contemplated by the Merger Agreement and the respective plans of merger.

In evaluating the proposals to be presented at the Extraordinary General Meeting of the shareholders of BSGA, a shareholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section titled “Risk Factors.”

The consummation of the Business Combination at the Closing on the Closing Date, and the business and financial condition of BTG subsequent to the Closing are subject to numerous risks and uncertainties, including those highlighted in the section title “Risk Factors.” The occurrence of one or more of the events or circumstances described below, alone or in combination with other events or circumstances, may adversely affect BSGA’s ability to effect the Business Combination, and may have an adverse effect on the business, cash flows, financial condition and results of operations of BSGA prior to the Business Combination and that of BTG subsequent to the Business Combination. These risks include, among other things, the following:

Although Bitdeer has an organic way of growing its mining fleets, its business is nevertheless capital intensive. Bitdeer may need additional capital but may not be able to obtain it in a timely manner and on favorable terms or at all.

Bitdeer has experienced negative cash flows from operating activities and incurred net losses in the past. It can provide no assurance of its future operating results.

Bitdeer may not be able to maintain its competitive position as cryptocurrency networks experience increases in total network hash rate.

Bitdeer has experienced and may experience in the future hash rate loss during its operations due to factors beyond its control.

Bitdeer is subject to risks associated with its need for significant electric power and the limited availability of power resources, which could have a material adverse effect on Bitdeer’s business, financial condition and results of operations.

Bitdeer has identified a material weakness in its internal control over financial reporting. In the event of any failure to maintain an effective system of disclosure controls and internal control over financial reporting, BTG may not be able to accurately report its financial results or prevent fraud. As a result, holders of BTG Ordinary Shares could lose confidence in BTG’s financial and other public reporting, which is likely to negatively affect BTG’s business and the market price of BTG Class A Ordinary Shares.

A market for BTG Class A Ordinary Shares may not develop, which would adversely affect the liquidity and price of BTG Class A Ordinary Shares.

The market price of BTG Class A Ordinary Shares may be volatile.

BTG will issue BTG Class A Ordinary Shares, and BTG Class V Ordinary Shares convertible into BTG Class A Ordinary Shares, as consideration for the Business Combination, and BTG may issue additional BTG Class A Ordinary Shares or other equity or convertible debt securities without approval of the holders of BTG Class A Ordinary Shares, which would dilute existing ownership interests and may depress the market price of BTG Class A Ordinary Shares.

BSGA will be forced to liquidate the Trust Account if it cannot consummate a business combination by the Combination Deadline. In the event of a liquidation, BSGA’s public shareholders will receive US$10.87 per share and the BSGA Rights will expire worthless.

The Initial Shareholders who own ordinary shares and private placement units will not participate in liquidation distributions and, therefore, they may have a conflict of interest in determining whether the Business Combination is appropriate.

BSGA Shareholders will experience immediate dilution as a consequence of the issuance of BTG Ordinary Shares as consideration in the Business Combination and from other dilution sources. Having a minority share position may reduce the influence that the non-redeeming BSGA shareholders have on the management of BTG upon Closing.

If third parties bring claims against BSGA, the proceeds held in trust could be reduced and the per-share liquidation price received by BSGA Shareholders may be less than US$10.87.

BSGA’s directors and officers may have certain conflicts in determining to recommend the acquisition of Bitdeer, since certain of their interests, and certain interests of their affiliates and associates, are different from, or in addition to, your interests as a shareholder.

Becoming a public company through a business combination rather than an underwritten offering presents risks to unaffiliated investors of BTG. Subsequent to the completion of the Business Combination, BTG may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and the price of BTG securities, which could cause BTG shareholders to lose some or all of their investment.

This proxy statement/prospectus includes statements that express BSGA’s, BTG’s and Bitdeer’s opinions, expectations, beliefs, plans, objectives or assumptions regarding future events or future results of operations or financial condition and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this proxy statement/prospectus and include statements regarding BSGA’s, BTG’s and Bitdeer’s intentions, beliefs or current expectations concerning, among other things, the Business Combination, the benefits and synergies of the Business Combination, including anticipated cost savings, results of operations, financial condition, liquidity, prospects, growth, strategies, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, the markets in which Bitdeer operates, including, among other things, bitcoin prices, bitcoin network hash rate, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Bitdeer’s business and any information concerning possible or assumed future results of operations of BTG after the consummation of the Business Combination at the Closing on the Closing Date. You should read statements that contain these words carefully because they: