UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

Filed by the Registrant ☒      Filed by a Party other than the Registrant ☐

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☐	Preliminary Proxy Statement

 

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☒	Definitive Proxy Statement

 

☐	Definitive Additional Materials

 

☐	Soliciting Material Pursuant to §240.14a-12

BRIDGETOWN HOLDINGS LIMITED

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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		1)		Amount Previously Paid:
				$44,829.74
		2)		Form, Schedule or Registration Statement No.:
				Form F-4 (File No. 333-274454)
		3)		Filing Party:
				MoneyHero Limited
		4)		Date Filed:
				September 26, 2023

 

 

 

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF

Bridgetown Holdings Limited

and

PROSPECTUS FOR UP TO 18,617,717 SHARES, 33,133,904 WARRANTS

AND 22,764,558 CLASS A ORDINARY SHARES ISSUABLE UPON EXERCISE OF WARRANTS

OF

 

MoneyHero Limited

The board of directors of Bridgetown Holdings Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Bridgetown”) has, upon the recommendation of a special committee formed by the board of directors (the “Bridgetown Special Committee”), approved the Business Combination Agreement, dated May 25, 2023 (as it may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), by and among MoneyHero Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“PubCo”), Bridgetown, Gemini Merger Sub 1 Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of PubCo (“Bridgetown Merger Sub”), Gemini Merger Sub 2 Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of PubCo (“CGCL Merger Sub”) and CompareAsia Group Capital Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“CGCL”), pursuant to which (i) Bridgetown shall merge with and into Bridgetown Merger Sub, with Bridgetown Merger Sub being the surviving company and remaining as a wholly-owned subsidiary of PubCo (the “Initial Merger”) and (ii) following the Initial Merger, CGCL Merger Sub shall merge with and into CGCL, with CGCL being the surviving company and becoming a wholly-owned subsidiary of PubCo (the “Acquisition Merger,” and collectively with the Initial Merger and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”). The Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. At the consummation of the Business Combination, PubCo’s second amended and restated memorandum and articles of association, as amended (the “Amended PubCo Articles”) shall be substantially in the form attached to this proxy statement/prospectus as Annex B.

The board of directors of Bridgetown (the “Bridgetown Board”) formed the Bridgetown Special Committee on January 5, 2023, consisting of all of the members of the Bridgetown Board other than Mr. Daniel Wong, to evaluate and make any decision on behalf of the full Bridgetown Board with respect to the Business Combination. Mr. Wong, who is a Senior Vice President at Pacific Century (as defined herein), which indirectly holds a substantial equity interest in CGCL, and is a former director of CGCL, is not a member of the Bridgetown Special Committee, was not permitted to attend any meetings of the Bridgetown Special Committee, and has recused himself from discussions of the Bridgetown Board about the Business Combination and voting of the Bridgetown Board on matters related to the Business Combination. The Bridgetown Special Committee further retained counsel independent of Bridgetown. The Bridgetown Special Committee obtained a third-party fairness opinion from its independent financial advisor, Houlihan Capital, LLC (“Houlihan Capital”), dated May 24, 2023, to the effect that the Business Combination, as of that date and based on and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications set forth in such opinion, is fair to Bridgetown and the unaffiliated shareholders of Bridgetown, from a financial point of view.

Bridgetown shareholders are being asked to consider a vote upon the Business Combination and certain proposals related thereto as described in this proxy statement/prospectus. As a result of, and upon consummation of, the Business Combination, each of Bridgetown Merger Sub and CGCL shall be a wholly-owned subsidiary of PubCo, and PubCo shall become a new public company owned by the prior shareholders of Bridgetown and holders of CGCL’s shares, warrants and options. PubCo has applied for listing, to be effective prior to Closing, of its Class A ordinary shares, par value $0.0001 per share (“PubCo Class A Ordinary Shares”) and warrants to purchase PubCo Class A Ordinary Shares (“PubCo Warrants”) on the Nasdaq Stock Market (“Nasdaq”) under the symbols “MNY” and “MNYWW,” respectively.

In this proxy statement/prospectus, CGCL and its subsidiaries prior to the Business Combination and PubCo and its subsidiaries after the Business Combination are collectively referred to as the MoneyHero Group. Dual-headquartered in Singapore and Hong Kong, MoneyHero Group, formerly known as the Hyphen Group or CompareAsia Group, is a leading personal finance aggregation and comparison company in Greater Southeast Asia, operating in Singapore, Hong Kong, Taiwan, the Philippines and Malaysia with respective local market brands. Hong Kong is a special administrative region of the People’s Republic of China (the “PRC”). The MoneyHero Group conducts business in Hong Kong mainly through the following subsidiaries: (i) MoneyHero Global Limited, which operates the online financial comparison platform MoneyHero; (ii) MoneyHero Insurance Brokers Limited, a registered insurance broker; (iii) eKos Limited, a SaaS provider connecting financial institutions with their digital partners and affiliates; (iv) CAG Regional Limited, which provides technology regional support services, including legal, human resources and finance functions, to group companies and (v) CompareAsia Group Limited (“CAGL”), which is primarily engaged in investment holding and provision of management services to other group companies. In 2021, 2022 and the six months ended June 30, 2023, approximately 29.4%, 32.7% and 33.6% of the MoneyHero Group’s total revenue was derived from Hong Kong, respectively. As of June 30, 2023, approximately 31.3% of the MoneyHero Group’s assets were located in Hong Kong. Any changes in the economic, social and political conditions in Hong Kong, any escalation in political and trade tensions, including those involving the U.S., China and Hong Kong, and incidents such as protests, social unrests, strikes, riots, civil disturbances or disobedience in Hong Kong, may have a widespread effect on the business operations of the MoneyHero Group’s Hong Kong subsidiaries, which could in turn materially affect the MoneyHero Group’s business, financial condition and results of operations. The future development of national security laws and regulations in Hong Kong also could materially impact the MoneyHero Group’s business by possibly triggering sanctions or other harmful measures. For a more detailed description on the related risks, see “Risk Factors—Risks Related to Doing Business in Hong Kong—Potential political and economic instability in Hong Kong may adversely impact our results of operations” and “Risk Factors—Risks Related to Doing Business in Hong Kong—The future development of national security laws and regulations in Hong Kong also could materially impact our business by possibly triggering sanctions and other measures that can cause economic harm to our business.”

The MoneyHero Group does not currently have any subsidiaries or business operations in mainland China, generate any revenue from mainland China, provide its products or services in mainland China, or solicit any customer, or collect, host or manage any customer’s personal data, in mainland China, and none of its assets, directors, officers or members of senior management are, or are expected to be, located in mainland China. Accordingly, the MoneyHero Group’s management believes, based on their experience, that (i) the laws and regulations of the PRC do not currently have any material impact on the MoneyHero Group’s business operations and that the PRC government currently does not exert direct oversight and discretion over the manner in which the MoneyHero Group conducts its business activities; and (ii) no permission or approval from PRC government authorities, including but not limited to the China Securities Regulatory Commission (the “CSRC”) and the Cyberspace Administration of China (the “CAC”), is required of CGCL, PubCo or any of their subsidiaries for operating their business, listing securities on a foreign stock exchange, maintaining such listing or offering securities to foreign investors. As such, neither the MoneyHero Group nor any of its subsidiaries has applied for, or been denied, any permission or approval from PRC government authorities for operating its business, listing securities on a foreign stock exchange, maintaining such listing or offering securities to foreign investors. However, the MoneyHero Group has not engaged PRC legal counsel in connection with reaching these determinations, and there is no guarantee that PRC government authorities will take the same position. If the conclusion that such permissions or approvals are not required proves to be incorrect, or if applicable laws, regulations or interpretations change, and

CGCL, PubCo or any of their subsidiaries is required to obtain such permissions or approvals in the future, any failure to obtain the requisite permissions and approvals or the subsequent denial or rescission of such permissions and approvals could materially and adversely affect the operations of MoneyHero Group, significantly limit or completely hinder PubCo’s ability to offer or continue to offer securities, and cause the value of PubCo’s securities to significantly decline or become worthless, which would materially affect the interests of the MoneyHero Group’s investors.

Because of the MoneyHero Group’s substantial operations in Hong Kong and given that (i) the PRC government has significant oversight and authority over the conduct of business in Hong Kong generally and (ii) there are significant risks and uncertainties regarding the enforcement of PRC laws and regulations as the laws, rules and regulations in the PRC can change quickly with little advance notice, PRC laws, rules and regulations could become applicable to the MoneyHero Group’s business in Hong Kong, and the MoneyHero Group could become subject to such oversight, discretion or control, including over overseas offerings of securities and/or foreign investments, its operations may be materially and adversely affected, PubCo’s ability to offer or continue to offer securities to investors may be significantly limited or completely hindered, and the value of PubCo’s securities could significantly decline or become worthless, which would materially affect the interests of the MoneyHero Group’s investors. Furthermore, while the MoneyHero Group does not believe the recent statements and regulatory actions by the PRC government and regulatory authorities in Hong Kong, such as those related to data security or anti-monopoly concerns, have had any impact on it, these statements and regulatory actions could have a significant impact on the MoneyHero Group’s ability to conduct its business, accept foreign investments, or seek or maintain listing on Nasdaq or another U.S. or foreign stock exchange. Any actions by the PRC government or regulatory authorities in Hong Kong to exert more oversight and control over offerings that are conducted overseas by, and/or foreign investment in, issuers that are based in mainland China or Hong Kong could significantly limit or completely hinder PubCo’s ability to offer or continue to offer securities to investors and cause the value of PubCo’s securities to significantly decline or become worthless. For a more detailed description on the related risks, see “Risk Factors—Risks Related to Doing Business in Hong Kong—The business, financial condition and results of operations of our Hong Kong subsidiaries and/or the value of PubCo’s securities or PubCo’s ability to offer or continue to offer securities to investors may be materially and adversely affected to the extent the laws, rules and regulations of the PRC become applicable to us,” “Risk Factors—Risks Related to Doing Business in Hong Kong—The PRC government has significant oversight, discretion and control over the manner in which companies incorporated under the laws of the PRC or companies that operate in, or generate revenue from, mainland China must conduct their business activities. Because of our substantial operations in Hong Kong and given the PRC government’s significant oversight and authority over the conduct of business in Hong Kong generally, if we were to become subject to such oversight, discretion or control, including over overseas offerings of securities and/or foreign investments, it may result in a material adverse change in our operations, significantly limit or completely hinder PubCo’s ability to offer or continue to offer securities to investors and cause the value of PubCo’s securities to significantly decline or become worthless, which would materially affect the interests of our investors,” “Risk Factors—Risks Related to Doing Business in Hong Kong—Our Hong Kong subsidiaries may be subject to various restrictions on intercompany fund transfers and foreign exchange control under current PRC laws and regulations and could be subject to additional, more onerous restrictions under new PRC laws and regulations that may come into effect in the future, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, financial condition and results of operations” and “Risk Factors—Risks Related to Doing Business in Hong Kong—We and our subsidiaries may be subject to a variety of laws and other obligations regarding cybersecurity and data protection, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, financial condition and results of operations,” and “Risk Factors—Risks Related to Doing Business in Hong Kong—The approval of, or submission of filings with, the CSRC may be required in connection with the Business Combination.”

In addition, the auditor of CGCL and PubCo is headquartered in Hong Kong. Under the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), an issuer that has been identified as a Commission-Identified Issuer (i.e., an issuer who has filed an annual report containing an audit report issued by a registered public accounting firm that the Public Company Accounting Oversight Board (the “PCAOB”) has determined it was unable to inspect or investigate completely because of a position taken by an authority in the

foreign jurisdiction) by the U.S. Securities and Exchange Commission for two consecutive years will be subject to trading prohibitions. On December 29, 2022, the Consolidated Appropriations Act of 2023 was signed into law, which contained, among other things, a provision identical to aforementioned provision in the AHFCAA. Historically, the PCAOB had determined that it was unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China or Hong Kong, because of positions taken by PRC authorities in such jurisdictions. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. The PCAOB has since then conducted inspections of certain PCAOB-registered public accounting firms headquartered in mainland China and/or Hong Kong. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. While the auditor of CGCL and PubCo currently can be inspected by the PCAOB, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors outside the control of CGCL, PubCo and its auditor. For example, should the regulatory authorities in mainland China or Hong Kong obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB will consider the need to issue a new determination. If PubCo in the future files an annual report containing an audit report issued by a registered public accounting firm that the PCAOB has determined it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction, it could be identified as a Commission-Identified Issuer and PubCo’s securities would become subject to the aforementioned trading prohibitions if PubCo is identified as a Commission-Identified Issuer for two consecutive years. The delisting of PubCo’s securities, or the threat of PubCo’s securities being delisted, may substantially impair your ability to sell PubCo’s securities when you wish to do so and the value of your investment. In addition, as the inspections of audit firms, including audit firms in mainland China and Hong Kong, that the PCAOB has conducted have identified deficiencies in those firms’ audit and quality control procedures, the inability of the PCAOB to conduct inspections will deprive investors of the benefits of such inspections. For a more detailed description on the related risks, see “Risk Factors— Risks Related to Doing Business in Hong Kong—If PubCo is identified by the SEC as a Commission-Identified Issuer for two consecutive years due to the PCAOB’s inability to inspect its auditors, PubCo’s securities will likely be delisted. The delisting of PubCo’s securities, or the threat of PubCo’s securities being delisted, may materially and adversely affect the value of your investment. Additionally, the inability of the PCAOB to conduct inspections will deprive investors of the benefits of such inspections.”

Furthermore, several individuals who are expected to serve as PubCo’s directors, officers and members of senior management, including but not limited to Kenneth Chan, Derek Fong, Rohith Murthy, Susanna Lee and Daniel Wang, are located in Hong Kong, which makes it more difficult (i) to serve legal process within the United States upon these individuals, (ii) to obtain information from these individuals necessary for investigations or lawsuits, (iii) to enforce, both in and outside the United States, judgments obtained in U.S. courts against these individuals in any action, including actions based upon the civil liability provisions of U.S. federal or state securities laws, and (iv) to bring an original action in a Hong Kong court to enforce liabilities against these individuals based upon the U.S. federal securities laws. For a more detailed description on the related risks, see “Risk Factors—Risks Related to Doing Business in Hong Kong—There may be difficulties in effecting service of legal process, conducting investigations, collecting evidence, enforcing foreign judgments or bringing original actions in Hong Kong based on United States or other foreign laws against PubCo’s directors, officers and members of senior management who are located in Hong Kong.” None of PubCo’s directors, officers and members of senior management are, or are expected to be, located in mainland China.

Cash is transferred within the MoneyHero Group mainly in the following manners: (i) working capital loans from CGCL and certain of its subsidiaries in Singapore, Hong Kong and the Philippines to other group companies based in Singapore, Hong Kong, Taiwan, the Philippines and Malaysia; (ii) repayment of intercompany working capital loans; (iii) service fees or recharges paid by certain of its subsidiaries in Singapore, Hong Kong and the Philippines to other group companies based in these regions in connection with various types of management, administrative, technical support and marketing services; and (iv) capital contributions into group companies that are engaged in insurance brokerage businesses in Singapore, Hong Kong and the Philippines for additional equity interests in these companies by the holding companies of these

companies in the same region. During the period from January 1, 2021 to June 30, 2023, an aggregate of US$109.1 million of intercompany working capital loans, US$12.8 million of repayment for these loans, US$50.4 million of intercompany service fees and recharges, and US$1.5 million of capital contributions were made. In particular, during the period from January 1, 2021 to June 30, 2023, the following transfers involving one or more Hong Kong subsidiary of the MoneyHero Group were made: (i) CAGL, a Hong Kong subsidiary of the MoneyHero Group that is primarily engaged in investment holding and provision of management services to other group companies, received a US$-denominated working capital loan of US$51.7 million from CGCL’s bank account in Hong Kong; (ii) CAGL made (a) $12.0 million of US$-denominated working capital loans to certain other Hong Kong subsidiaries of the MoneyHero Group, of which US$5.7 million has been repaid in U.S. dollars, and (b) $37.2 million of US$-denominated working capital loans to certain other group companies in Singapore, Taiwan and the Philippines and two former subsidiaries in markets in which the MoneyHero Group no longer operates, of which US$7.0 million has been repaid in U.S. dollars; (iii) CAGRL, a Hong Kong subsidiary of the MoneyHero Group that is primarily engaged in the provision of management and administrative services to group companies, received a $0.4 million HK$-denominated working capital loan from MoneyHero Global Limited, a Hong Kong subsidiary of the MoneyHero Group that operates the online financial comparison platform MoneyHero; (iv) CAGL, CAGRL and MoneyHero Global Limited received an aggregate of US$6.7 million service fees and recharges from other subsidiaries of the MoneyHero Group based in Hong Kong, Singapore and Philippines, of which US$5.2 million was made by the Singapore and Philippines subsidiaries in U.S. dollars, US$0.7 million was made by a Hong Kong subsidiary in U.S. dollars and US$0.9 million was made by another Hong Kong subsidiary in Hong Kong dollars; and (v) MoneyHero Global Limited made a capital contribution of US$0.8 million in Hong Kong dollars into MoneyHero Insurance Brokers Limited, a Hong Kong subsidiary of the MoneyHero Group that is a registered insurance broker. For additional information on these and other historical intercompany cash transfers, including the parties and regions involved, the currencies in which the transfers were made and the amount of the transfers, see the section titled “Summary of the Proxy Statement/Prospectus—Cash Flows through Our Organization.”

As of the date of this proxy statement/prospectus, no dividend or distribution had been made by CGCL or any of its subsidiaries to their respective investors. It is expected that PubCo will retain most, if not all, of its available funds and any future earnings after Closing to fund the development and growth of its business. As a result, it is not expected that PubCo will pay any cash dividends in the foreseeable future. The payment of any cash dividends after Closing will be dependent upon the revenue, earnings and financial condition of PubCo and its subsidiaries from time to time and will be within the discretion of the board of directors of PubCo. The MoneyHero Group believes that there are no additional limitations or foreign exchange restrictions on its ability to transfer cash between CGCL, PubCo and their subsidiaries, either within a certain region or cross borders, and its ability to distribute earnings or declare dividends to U.S. and non-U.S. investors, other than the laws and regulations described under (i) the sections titled “Regulations on Foreign Investment and Exchange Control” and “Regulations on Dividend Distribution” under “Regulatory Overview—Regulations in Singapore,” (ii) the sections titled “Regulations on Foreign Ownership Restrictions,” “Regulations on Exchange Control” and “Regulations on Dividend Distributions” under “Regulatory Overview—Regulations in the Philippines,” (iii) the sections titled “Regulations on Foreign Investment,” “Regulations on Financial Support Provided by Offshore Entities,” “Regulations on Exchange Control” and “Regulations on Dividend Distributions” under “Regulatory Overview—Regulations in Taiwan,” (iv) the sections titled “Regulations on Foreign Investment,” “Regulations on Exchange Control” and “Regulations on Dividend Distribution” under “Regulatory Overview—Regulations in Malaysia” and (v) “Description of PubCo Securities—Ordinary Shares and Preference Shares—Dividends.” However, while the Hong Kong dollar is freely convertible into other currencies and the MoneyHero Group believes, based on the experience of its management, that there are no restrictions on foreign investments or foreign ownership applicable to the businesses currently conducted by its Hong Kong subsidiaries, and that no foreign exchange controls are currently in force in Hong Kong. However, funds or assets located in Hong Kong may not be available to fund operations or for other use outside of Hong Kong due to the PRC government authorities’ interventions in, or the imposition of restrictions and limitations on, the ability of CGCL, PubCo or their subsidiaries to transfer cash or assets. For a more detailed descriptions of the related risks, see “Risk Factors—Risks Related to PubCo and Its Securities—It is not expected that PubCo will pay dividends in the foreseeable future after Closing,” “Risk Factors—Risks Related to the MoneyHero Group’s Business and Industry—Our subsidiaries are, or may in the future be, subject to restrictions and limitations on paying

dividends, transferring funds to us or other group companies or making other cross border transfers or foreign exchange transactions, which may restrict our ability to satisfy our liquidity requirements, expand our business or pay dividends to our shareholders,” “Risk Factors—Risks Related to the MoneyHero Group’s Business and Industry—Risks Related to Doing Business in Hong Kong—The PRC government has significant oversight, discretion and control over the manner in which companies incorporated under the laws of the PRC or companies that operate in, or generate revenue from, mainland China must conduct their business activities. Because of our substantial operations in Hong Kong and given the PRC government’s significant oversight and authority over the conduct of business in Hong Kong generally, if we were to become subject to such oversight, discretion or control, including over overseas offerings of securities and/or foreign investments, it may result in a material adverse change in our operations, significantly limit or completely hinder PubCo’s ability to offer or continue to offer securities to investors and cause the value of PubCo’s securities to significantly decline or become worthless, which would materially affect the interests of our investors” and “Risk Factors—Risks Related to Doing Business in Hong Kong—Our Hong Kong subsidiaries may be subject to various restrictions on intercompany fund transfers and foreign exchange control under current PRC laws and regulations and could be subject to additional, more onerous restrictions under new PRC laws and regulations that may come into effect in the future, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, financial condition and results of operations.”

The MoneyHero Group maintains a Finance and Accounting Manual, which sets forth certain rules and procedures relating to cash management. All the group companies are required to perform monthly bank reconciliation. The Group Finance Director prepares a group-level cash position report on a monthly basis for the group’s Chief Executive Officer and Chief Financial Officer to review, with a summary of the balances of bank accounts in each of the MoneyHero Group’s five markets, analysis on the fluctuations for the month, information about conversion of trade receivables to cash, explanation on the sources and uses of cash and other information required to forecast, schedule and allocate cash. In addition, for purposes of working capital budgeting, local financial managers are required to send a monthly cashflow forecast of their respective region for the Group Finance Director and Chief Financial Officer to review, and variances from previous forecasts are also analyzed as part of this process. Local entities that need funds for operations are required to submit cash requests to the Group Finance Director and Chief Financial Officer for assessment and approval. Repayments of working capital loans and regional recharges are initiated at the group level, taking into account factors such as the funding needs of the entities and foreign exchange exposure, and require approval from the Chief Financial Officer.

Pursuant to the Business Combination Agreement, at the effective time of the Initial Merger (the “Initial Merger Effective Time”): (i) each Bridgetown unit (“Unit”) (each consisting of one Class A ordinary share, par value $0.0001 per share, of Bridgetown (“Bridgetown Class A Ordinary Share”) and one-third of one Bridgetown redeemable warrant included as part of such unit (together with warrants of Bridgetown issued to Bridgetown LLC (the “Sponsor”) in previous private placements, the “Bridgetown Warrant”)) issued and outstanding immediately prior to the Initial Merger Effective Time) shall be automatically separated and the holder thereof shall be deemed to hold one Bridgetown Class A Ordinary Share and one-third of a Bridgetown Warrant; provided that no fractional Bridgetown Warrants shall be issued in connection with such separation such that if a holder of such Units would be entitled to receive a fractional Bridgetown Warrant upon such separation, the number of Bridgetown Warrants to be issued to such holder upon such separation will be rounded down to the nearest whole number of Bridgetown Warrants; (ii) immediately following the separation of each Unit, (a) each Bridgetown Class A Ordinary Share (excluding Bridgetown Class A Ordinary Shares that are held by Bridgetown shareholders that validly exercise their redemption rights, Bridgetown Class A Ordinary Shares that are held by Bridgetown shareholders that exercise and perfect their relevant dissenters’ rights and Bridgetown treasury shares) issued and outstanding immediately prior to the Initial Merger Effective Time shall be cancelled in exchange for the right to receive one PubCo Class A Ordinary Share, where each PubCo Class A Ordinary Share shall entitle its holder to one vote on all matters subject to vote at general meetings of PubCo, (b) each Bridgetown Class B ordinary share, par value $0.0001 per share (“Bridgetown Class B Ordinary Share” or “Founder Shares,” collectively with the Bridgetown Class A Ordinary Shares, the “Bridgetown Shares”) issued and outstanding immediately prior to the Initial Merger Effective Time shall be cancelled in exchange for the right to receive one Class B ordinary share of PubCo, par value $0.0001 per share, where each PubCo Class B Ordinary Share shall entitle its holder to 10 votes on all matters subject to vote at general meetings of PubCo (the

“PubCo Class B Ordinary Share,” collectively with PubCo Class A Ordinary Shares, the “PubCo Ordinary Shares”), and (c) the outstanding portion of any loan made to Bridgetown by Sponsor (collectively, the “Working Capital Loans”) immediately prior to the Initial Merger Effective Time will automatically be cancelled in exchange for the right to receive a number of newly issued PubCo Class A Ordinary Shares that is equal to the quotient obtained by dividing (x) the aggregate amount outstanding under such Working Capital Loans up to but not exceeding $5,000,000 (subject to such increases as may be agreed in writing between Bridgetown and CGCL) outstanding immediately prior to the Initial Merger Effective Time by (y) 10.00, without interest, subject to rounding; and (iii) each Bridgetown Warrant outstanding immediately prior to the Initial Merger Effective Time shall cease to be a warrant with respect to Bridgetown Shares and be assumed by PubCo and converted into a warrant to purchase one PubCo Class A Ordinary Share, subject to substantially the same terms and conditions as in effect prior to Initial Merger Effective Time.

In addition, pursuant to the Business Combination Agreement, at the effective time of the Acquisition Merger (the “Acquisition Effective Time”): (i) each issued and outstanding ordinary share and preference share of CGCL (collectively, “CGCL Shares”) (excluding such shares for which their shareholders exercise and perfect their relevant dissenters’ rights and CGCL treasury shares) immediately prior to the Acquisition Effective Time shall be cancelled in exchange for the right to receive 0.307212 newly issued PubCo Class A Ordinary Share; (ii) each outstanding option to purchase CGCL Shares under an incentive plan of CGCL immediately prior to the Acquisition Effective Time shall be assumed by PubCo and converted into an option in respect of such number of newly issued PubCo Class A Ordinary Shares as determined in accordance with the Business Combination Agreement, (iii) the unexercised portion of the Existing Call Option (as defined in this proxy statement/prospectus) immediately prior to the Acquisition Effective Time shall, automatically and without any required action on the part of PCCW Media International Limited (“PMIL”), be assumed by PubCo and converted into a call option of PubCo (“PubCo Call Option”) under the call option agreement, dated May 25, 2023, between PubCo and PMIL (the “PubCo Call Option Agreement”), and (iv) each warrant to purchase Class A ordinary shares of CGCL (“CGCL Class A Warrant”) and each warrant to purchase Class C ordinary shares of CGCL (“CGCL Class C Warrant,” and together with CGCL Class A Warrants, “CGCL Warrant”) outstanding immediately prior to the Acquisition Effective Time shall cease to be a warrant with respect to CGCL Shares and be assumed by PubCo and converted into a PubCo Warrant to purchase such number of newly issued PubCo Class A Ordinary Shares as determined in accordance with the CGCL Class A Warrant Supplemental Deed, CGCL Class C Warrant Supplemental Deed, PubCo Class A Warrant Instrument, PubCo Class C-1 Warrant Instrument or PubCo Class C-2 Warrant Instrument (each as defined in the business Combination Agreement), as applicable. Immediately after the Acquisition Effective Time and without any action on the part of any holder of PubCo Class A Ordinary Shares, PubCo shall take all actions necessary (including the execution and delivery of all required authorizations, instructions, documents and other instruments) to redesignate each PubCo Class A Ordinary Share that was exchanged from a preference share of CGCL into one validly issued, fully paid and non-assessable preference share of PubCo, par value US$0.0001 per share (“PubCo Preference Share”). As of the date of this proxy statement/prospectus, the total issued and outstanding CGCL Shares comprise (i) 2,655,171 Class A ordinary shares of CGCL of a nominal or par value of $0.0001 each (the “CGCL Class A Ordinary Shares”), each with one vote per share, (ii) 2,058,932 Class B ordinary shares of CGCL of a nominal or par value of $0.0001 each (the “CGCL Class B Ordinary Shares”), each with two votes per share, and (iii) 15,488,498 preference shares of CGCL of a nominal or par value of $0.0001 each (the “CGCL Preference Shares”), each with one vote per share. In addition, as of the date of this proxy statement/prospectus, there are an aggregate of 20,067,574 CGCL Class A Warrants and 27,179,790 CGCL Class C Warrants issued and outstanding. For details on the transactions involved in the Business Combination, see the sections titled “The Business Combination Proposal” and “The Initial Merger Proposal.”

Immediately after the consummation of the Business Combination, the outstanding share capital of PubCo will consist of PubCo Class A Ordinary Shares, PubCo Class B Ordinary Shares and PubCo Preference Shares. Each holder of PubCo Class A Ordinary Shares is entitled to one vote per share and each holder of PubCo Class B Ordinary Shares is entitled to 10 votes per share on all matters submitted to them for a vote. PubCo Class A Ordinary Shares are not convertible into PubCo Class B Ordinary Shares under any circumstances. Each PubCo Class B Ordinary Share is convertible into one PubCo Class A Ordinary Share at any time by the holder thereof. Holders of PubCo Class A Ordinary Shares and PubCo Class B Ordinary Shares have the same rights

except for voting and conversion rights. Certain Bridgetown shareholders have irrevocably instructed PubCo pursuant to the Share Conversion Instruction Letters to convert the PubCo Class B Ordinary Shares to be received by such Bridgetown shareholders in connection with the Business Combination into PubCo Class A Ordinary Shares immediately following the Acquisition Merger, whereupon such Bridgetown shareholders shall hold no PubCo Class B Ordinary Shares immediately following such conversion. In addition, Daniel Wong has irrevocably instructed PubCo pursuant to the Daniel Wong Share Conversion Instruction Letter to convert the 1,600,000 PubCo Class B Ordinary Shares to be received by Mr. Wong in connection with the Business Combination into PubCo Class A Ordinary Shares immediately following the Acquisition Merger, such that Mr. Wong shall hold no PubCo Class B Ordinary Shares immediately following such conversion. Each PubCo Preference Ordinary Share is convertible into a number of PubCo Class A Ordinary Shares at any time at the option of the holder thereof at a ratio described in this proxy statement/prospectus. Each PubCo Preference Share is entitled to a number of votes equal to the number of PubCo Class A Ordinary Shares (rounded down to the nearest whole number) into which such PubCo Preference Share is convertible as of the record date for such vote or, if there is no specified record date, as of the date of such vote.

Upon the consummation of the Business Combination, Sponsor, the sole member of which is indirectly wholly owned by Mr. Richard Tzar Kai Li (“Mr. Li”), is expected to hold 30.48% of the equity interest and 78.23% of the voting power in PubCo if no Bridgetown Class A Ordinary Share is redeemed in connection with the Business Combination (not taking into account of any PubCo Class A Ordinary Shares issuable upon exercise of warrants or any PubCo Class B Ordinary Shares that may be transferred to Sponsor by Steven Teichman). 594,946 PubCo Class B Ordinary Shares to be issued to Mr. Teichman in the Initial Merger in exchange for 594,946 Bridgetown Class B Ordinary Shares currently held by him (representing 1.38% of the equity interest and 3.66% of the voting power in PubCo if no Bridgetown Class A Ordinary Shares are redeemed in connection with the Business Combination) are subject to potential transfer to Sponsor at Sponsor’s sole discretion for no consideration, and Sponsor reserves the right to reallocate all or a portion of such PubCo Class B Ordinary Shares among its affiliates and its and its affiliates’ employees, based upon their contributions to Sponsor and/or its affiliates and the stock price performance of PubCo Class A Ordinary Shares following the Closing Date. In the event Mr. Teichman transfers the 594,946 PubCo Class B Ordinary Shares held by him following the Closing Date to Sponsor, Sponsor is expected to hold 31.86% of the equity interest and 81.89% of the voting power in PubCo following the transfer, assuming that no Bridgetown Class A Ordinary Shares are redeemed in connection with the Business Combination and that there is no change in the total number of issued and outstanding PubCo Shares between the Closing Date and the date of such transfer. As a result of Sponsor’s majority ownership and voting power, which would give it the ability to control the outcome of certain matters submitted to PubCo shareholders for approval, including the appointment or removal of directors (subject to certain limitations described elsewhere in this proxy statement/prospectus), PubCo is expected to qualify as a “controlled company” within the meaning of Nasdaq’s corporate governance standards. Therefore, PubCo will have the option not to comply with certain requirements to which companies that are not controlled companies are subject, including the requirement that a majority of its board of directors shall consist of independent directors and the requirement that its nominating and corporate governance committee and compensation committee shall be composed entirely of independent directors. PubCo currently does not intend to take advantage of these exemptions, subject to application of its home country corporate governance practices as outlined below. However, there can be no guarantee that this may not change going forward. For more details on related risks, see “Risk Factors—Risks Related to PubCo and Its Securities—Upon PubCo’s listing on Nasdaq, we expect it to be a “controlled company” within the meaning of the Nasdaq rules and, as a result, would qualify for, and could elect to rely on, exemptions from certain corporate governance requirements.”

Immediately following the Business Combination, PubCo will qualify as a foreign private issuer within the meaning of the rules under the Exchange Act of 1934, as amended (the “Exchange Act”) and will therefore be exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including (i) the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q and current reports on Form 8-K with the SEC; (ii) the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; (iii) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and (iv) the selective

disclosure rules by issuers of material nonpublic information under Regulation FD. In addition, as a foreign private issuer, PubCo is permitted to follow certain corporate governance practices of its home country, the Cayman Islands, in lieu of the corporate governance standards of Nasdaq applicable to U.S. domestic companies. For example, PubCo is not required to have a majority of its board of directors consisting of independent directors nor have a compensation committee or a nominating and corporate governance committee consisting entirely of independent directors. PubCo intends to follow its home country’s corporate governance practices as long as it remains a foreign private issuer. As a result, PubCo’s shareholders may not have the same protections afforded to shareholders of U.S. domestic companies that are subject to Nasdaq corporate governance requirements. For more details on related risks, see “Risk Factors—Risks Related to PubCo and Its Securities—PubCo will qualify as a foreign private issuer within the meaning of the rules under the Exchange Act, and as such PubCo will be exempt from certain provisions applicable to United States domestic public companies” and “As a foreign private issuer, PubCo is permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq’s corporate governance standards applicable to domestic U.S. companies. These practices may afford less protection to shareholders than they would enjoy if PubCo complied fully with Nasdaq’s corporate governance standards,” and “PubCo may lose its foreign private issuer status in the future, which could result in significant additional costs and expenses.”

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus shall be presented at an extraordinary general meeting of shareholders of Bridgetown (the “Extraordinary General Meeting”) scheduled to be held on October 10, 2023.

Sponsor entered into non-redemption deeds (collectively, the “Non-Redemption Deeds”) in favor of each of FWD Life Insurance Public Company and FWD Life Insurance Company, Limited (collectively, the “FWD Parties” and each a “FWD Party”), pursuant to which, among other things, subject to such FWD Party (i) voting in favor of the Business Combination at the Extraordinary General Meeting, (ii) not exercising its redemption rights with respect to the Bridgetown Class A Ordinary Shares held by it, (iii) not selling or transferring any of the Bridgetown Class A Ordinary Shares held by it prior to the closing of the Initial Merger, and (iv) not exercising its appraisal rights under Section 238 of the Cayman Companies Act, Sponsor has offered to pay to such FWD Party an amount in cash sufficient to assure each FWD Party of an annual return of 5.0% on the PubCo Class A Ordinary Shares held by such FWD Party over a five-year period commencing on the date of the Acquisition Closing and to compensate such FWD Party for any loss realized by it if it sells any PubCo Class A Ordinary Shares at a price per PubCo Class A Ordinary Share of less than $10.00 during such period (and for any unrealized loss at the end of such period), subject to certain caps set forth in the Non-Redemption Deeds. Such cash payments to the FWD Parties will be funded through Sponsor selling PubCo Class A Ordinary Shares issued upon conversion of PubCo Class B Ordinary Shares held by Sponsor, except that Sponsor shall have the right to purchase all of the remaining PubCo Class A Ordinary Shares held by the FWD Parties as of the end of such five-year period pursuant to the terms and conditions of the Non-Redemption Deeds, and if Sponsor exercises such right, the Non-Redemption Deeds do not require Sponsor to sell PubCo Class A Ordinary Shares to fund such purchase of the remaining PubCo Class A Ordinary Shares held by the FWD Parties as of the end of the five-year period. Sponsor has agreed to a lock-up of the PubCo Class A Ordinary Shares and PubCo Class B Ordinary Shares to be received by it in the Business Combination in connection with its obligations under the Non-Redemption Deeds, subject to certain exceptions (including sales to raise proceeds to satisfy its obligations to the FWD Parties under the Non-Redemption Deeds) and compliance by the FWD Parties with the conditions specified in the Non-Redemption Deeds. Subject to the terms and conditions of the respective Non-Redemption Deeds, Sponsor has also agreed to execute a customary equitable share mortgage granting security interests over the Sponsor Support Shares (as defined in the Non- Redemption Deeds) and an account security covering proceeds of the sale of such shares, in each case in favor of the relevant FWD Party to secure its obligations under the applicable Non-Redemption Deed and take such action as such FWD Party may reasonably require for perfecting the security created by such equitable share mortgage and account security. However, neither FWD Party has agreed to the terms set forth in the Non-Redemption Deeds, and there can be no assurance that either FWD Party will (i) vote in favor of the Business Combination, (ii) not exercise its redemption rights with respect to the Bridgetown Class A Ordinary Shares held by it, (iii) not sell or transfer any of the Bridgetown Class A Ordinary Shares held by it prior to the closing of the Initial Merger or (iv) not exercise its appraisal rights under Section 238 of the Cayman Companies Act. Other holders of Bridgetown Class A Ordinary Shares do not have

the benefit of the rights afforded to the FWD Parties pursuant to the Non-Redemption Deeds, as described herein, regardless of how such holders vote such Bridgetown Class A Ordinary Shares or whether such holders exercise their redemption rights or realize losses on its Bridgetown Class A Ordinary Shares. For more details on the Non-Redemption Deeds, see the section titled “The Business Combination Proposal—Related Agreements—Non-Redemption Deeds” in this proxy statement/prospectus. Sales of PubCo Class A Ordinary Shares by Sponsor to satisfy its obligations under the Non-Redemption Deeds could adversely affect the trading price of those shares.

Sponsor, Daniel Wong, Steven Teichman, John R. Hass, Samuel Altman, In Joon Hwang and Kenneth Ng (collectively, “Bridgetown Class B Shareholders”) hold an aggregate of 14,874,838 Bridgetown Class B Ordinary Shares. Each of Sponsor, Daniel Wong, Steven Teichman, John R. Hass, Samuel Altman, In Joon Hwang and Kenneth Ng have agreed to vote any Bridgetown Shares they hold in favor of the Business Combination and not to redeem any such Bridgetown Shares. No consideration has been paid to Sponsor or any of the other Bridgetown Class B Shareholders in exchange for their agreement to vote any Bridgetown Shares they own in favor of the Business Combination or their agreement not to redeem such Bridgetown Shares.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Extraordinary General Meeting of Bridgetown shareholders. We encourage you to carefully read this entire document. You should, in particular, carefully consider the risk factors described in “Risk Factors” beginning on page 95 of this proxy statement/prospectus.

After careful consideration, the Bridgetown Special Committee resolved that the Business Combination is advisable and fair to and in the best interests of Bridgetown and the unaffiliated shareholders of Bridgetown and recommended that the Bridgetown Board authorize and approve the Business Combination Agreement and the Business Combination. The Bridgetown Special Committee also resolved to recommend that the Bridgetown Board (i) propose that an extraordinary general meeting of the shareholders of Bridgetown be convened for the purpose of the shareholders authorizing and approving the Business Combination and the transactions contemplated thereby, including the Business Combination, and (ii) recommend that the Bridgetown shareholders authorize and approve the Business Combination Agreement, and the transactions contemplated thereby, including the Business Combination. After careful consideration, and upon the recommendation of the Bridgetown Special Committee, the Bridgetown Board approved the Business Combination and recommend that shareholders vote “FOR” the adoption of the Business Combination Proposal, “FOR” the Initial Merger Proposal and “FOR” the Adjournment Proposal, if presented. Samuel Altman did not participate in the meetings of the Bridgetown Special Committee or the Bridgetown Board due to his travel schedule. Daniel Wong did not participate in the meetings of the Bridgetown Special Committee or the Bridgetown Board because he recused himself from discussions of the Bridgetown Board about the Business Combination and voting of the Bridgetown Board on matters related to the Business Combination due to his Senior Vice President role at Pacific Century, which indirectly holds a substantial equity interest in CGCL, and his former role as a director of CGCL. When you consider the recommendation of these proposals by the Bridgetown Board, you should keep in mind that members of the Bridgetown Board, Sponsor and its affiliates, and certain other advisors of Bridgetown have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “The Business Combination Proposal—Interests of Sponsor, Its Affiliates and Bridgetown’s Directors, Officers and Advisors in the Business Combination” in this proxy statement/prospectus for a further discussion of these considerations.

This proxy statement/prospectus is dated September 26, 2023 and is first being mailed to Bridgetown shareholders on or about September 28, 2023.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

ADDITIONAL INFORMATION

No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by PubCo, Bridgetown or the MoneyHero Group. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/prospectus nor any distribution of securities made under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of PubCo, Bridgetown or the MoneyHero Group since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.

BRIDGETOWN HOLDINGS LIMITED

c/o 38/F Champion Tower

3 Garden Road, Central

Hong Kong

Dear Bridgetown Holdings Limited Shareholders:

You are cordially invited to attend the extraordinary general meeting (the “Extraordinary General Meeting”) of Bridgetown Holdings Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Bridgetown”), at 9:30 AM Eastern time, on October 10, 2023 at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at One Manhattan West, New York, NY 10001, United States and virtually at https://www.cstproxy.com/bridgetownholdings/2023, and on such other date and at such other place to which the meeting may be adjourned. While as a matter of Cayman Islands law we are required to have a physical location for the meeting, we are pleased to utilize virtual shareholder meeting technology to provide ready access and cost savings for Bridgetown shareholders and Bridgetown. The virtual meeting format allows attendance from any location in the world.

The Extraordinary General Meeting will be held for the following purpose:

 

1.

to consider and vote upon a proposal, which is referred to herein as the “The Business Combination Proposal,” to approve the business combination and other transactions (and related transaction documents) contemplated by the Business Combination Agreement, dated May 25, 2023 (as it may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), by and among MoneyHero Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“PubCo”), Bridgetown, Gemini Merger Sub 1 Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of PubCo (“Bridgetown Merger Sub”), Gemini Merger Sub 2 Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of PubCo (“CGCL Merger Sub”) and CompareAsia Group Capital Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“CGCL”). The Business Combination Agreement is attached to this proxy statement/prospectus as Annex A;

 

2.

to consider and vote upon a proposal to approve and authorize, by special resolution, assuming the Business Combination Proposal is approved and adopted, the Initial Merger (as defined below) and the Plan of Initial Merger by and among Bridgetown and Bridgetown Merger Sub in the form attached to this proxy statement/prospectus as Annex C (the “Initial Merger Proposal”); and

 

3.

to consider and approve, if presented, a proposal to adjourn the Extraordinary General Meeting to a later date or dates (the “Adjournment Proposal”).

The Business Combination Proposal and, if presented, the Adjournment Proposal shall require approval by the Bridgetown shareholders as an ordinary resolution, being the affirmative vote of the holders of a majority of the issued and outstanding Bridgetown Shares entitled to vote, who attend, in person or by proxy, and vote thereupon at the Extraordinary General Meeting. The Initial Merger Proposal shall require approval by the Bridgetown shareholders as a special resolution, being the affirmative vote of the holders of at least two-thirds of the issued and outstanding Bridgetown Shares entitled to vote, who attend, in person or by proxy, and vote thereupon at the Extraordinary General Meeting. Only holders of record of Bridgetown Shares at the close of business on September 1, 2023 (the “record date”) are entitled to notice of the Extraordinary General Meeting and to vote at the Extraordinary General Meeting and any adjournments or postponements of the Extraordinary General Meeting.

As further described in this proxy statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, the following transactions will occur:

 

1.

(i) Bridgetown shall merge with and into Bridgetown Merger Sub, with Bridgetown Merger Sub being the surviving company and remaining as a wholly-owned subsidiary of PubCo (the “Initial Merger”)

and (ii) following the Initial Merger, CGCL Merger Sub shall merge with and into CGCL, with CGCL being the surviving company and becoming a wholly-owned subsidiary of PubCo (the “Acquisition Merger,” and together with the Initial Merger and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”);

 

2.

at the effective time of the Initial Merger (the “Initial Merger Effective Time”): (i) each Bridgetown unit (“Unit”) (each consisting of one Class A ordinary share, par value $0.0001 per share, of Bridgetown (“Bridgetown Class A Ordinary Share”) and one-third of one Bridgetown redeemable warrant included as part of such unit (the “Bridgetown Warrant”)) issued and outstanding immediately prior to the Initial Merger Effective Time shall be automatically separated and the holder thereof shall be deemed to hold one Bridgetown Class A Ordinary Share and one-third of a Bridgetown Warrant; provided that no fractional Bridgetown Warrants shall be issued in connection with such separation such that if a holder of such Units would be entitled to receive a fractional Bridgetown Warrant upon such separation, the number of Bridgetown Warrants to be issued to such holder upon such separation will be rounded down to the nearest whole number of Bridgetown Warrants; (ii) immediately following the separation of each Unit, (a) each Bridgetown Class A Ordinary Share (excluding Bridgetown Class A Ordinary Shares that are held by Bridgetown shareholders that validly exercise their redemption rights, Bridgetown Class A Ordinary Shares that are held by Bridgetown shareholders that exercise and perfect their relevant dissenters’ rights and Bridgetown treasury shares) issued and outstanding immediately prior to the Initial Merger Effective Time shall be cancelled in exchange for the right to receive one Class A ordinary share of PubCo, par value $0.0001 per share (“PubCo Class A Ordinary Shares”), (b) each Bridgetown Class B ordinary share, par value $0.0001 per share (“Bridgetown Class B Ordinary Share,” collectively with the Bridgetown Class A Ordinary Shares, the “Bridgetown Shares”) issued and outstanding immediately prior to the Initial Merger Effective Time shall be cancelled in exchange for the right to receive one Class B ordinary share of PubCo, par value $0.0001 per share (the “PubCo Class B Ordinary Share,” collectively with PubCo Class A Ordinary Shares, the “PubCo Ordinary Shares”), and (c) the outstanding portion of any loan made to Bridgetown by Bridgetown LLC (the “Sponsor”) (collectively, the “Working Capital Loans”) immediately prior to the Initial Merger Effective Time will automatically be cancelled in exchange for the right to receive a number of newly issued PubCo Class A Ordinary Shares that is equal to the quotient obtained by dividing (x) the aggregate amount outstanding under such Working Capital Loans up to but not exceeding $5,000,000 (subject to such increases as may be agreed in writing between Bridgetown and CGCL) outstanding immediately prior to the Initial Merger Effective Time by (y) 10.00, without interest, subject to rounding; and (iii) each Bridgetown Warrant outstanding immediately prior to the Initial Merger Effective Time shall cease to be a warrant with respect to Bridgetown Shares and be assumed by PubCo and converted into a warrant to purchase one PubCo Class A Ordinary Share, subject to substantially the same terms and conditions as in effect prior to Initial Merger Effective Time.

 

3.

at the effective time of the Acquisition Merger (the “Acquisition Effective Time”): (i) each issued and outstanding ordinary share and preference share of CGCL (collectively, “CGCL Shares”) (excluding such shares for which their shareholders exercise and perfect their relevant dissenters’ rights and CGCL treasury shares) immediately prior to the Acquisition Effective Time shall be cancelled in exchange for the right to receive 0.307212 of a newly issued PubCo Class A Ordinary Share; (ii) each outstanding option to purchase CGCL Shares under an incentive plan of CGCL immediately prior to the Acquisition Effective Time shall be assumed by PubCo and converted into an option in respect of such number of newly issued PubCo Class A Ordinary Shares as determined in accordance with the Business Combination Agreement, (iii) the unexercised portion of the Existing Call Option (as defined in this proxy statement/prospectus) immediately prior to the Acquisition Effective Time shall, automatically and without any required action on the part of PCCW Media International Limited (“PMIL”), be assumed by PubCo and converted into a call option of PubCo under the call option agreement, dated May 25, 2023, between PubCo and PMIL (the “PubCo Call Option Agreement”), and (iv) each warrant to purchase Class A ordinary shares of CGCL (“CGCL Class A Warrant”) and each warrant to purchase Class C ordinary shares of CGCL (“CGCL Class C Warrant”) outstanding immediately prior to the Acquisition Effective Time shall cease to be a warrant with respect to CGCL

Shares and be assumed by PubCo and converted into a PubCo Warrant to purchase such number of newly issued PubCo Class A Ordinary Shares as determined in accordance with the CGCL Class A Warrant Supplemental Deed, CGCL Class C Warrant Supplemental Deed, PubCo Class A Warrant Instrument, PubCo Class C-1 Warrant Instrument or PubCo Class C-2 Warrant Instrument (each as defined in the business Combination Agreement), as applicable. Immediately after the Acquisition Effective Time and without any action on the part of any holder of PubCo Class A Ordinary Shares, PubCo shall take all actions necessary (including the execution and delivery of all required authorizations, instructions, documents and other instruments) to redesignate each PubCo Class A Ordinary Share that was exchanged from a preference share of CGCL into one validly issued, fully paid and non-assessable preference share of PubCo, par value US$0.0001 per share. As of the date of this proxy statement/prospectus, the total issued and outstanding CGCL Shares comprise (i) 2,655,171 Class A ordinary shares of CGCL of a nominal or par value of $0.0001 each (the “CGCL Class A Ordinary Shares”), each with one vote per share, (ii) 2,058,932 Class B ordinary shares of CGCL of a nominal or par value of $0.0001 each (the “CGCL Class B Ordinary Shares”), each with two votes per share, and (iii) 15,488,498 preference shares of CGCL of a nominal or par value of $0.0001 each (the “CGCL Preference Shares”), each with one vote per share. In addition, as of the date of this proxy statement/prospectus, there are an aggregate of 20,067,574 CGCL Class A Warrants and 27,179,790 CGCL Class C Warrants issued and outstanding.

Under the Business Combination Agreement, the approval of the Business Combination Proposal and the Initial Merger Proposal by the requisite vote of Bridgetown shareholders is a condition to the consummation of the Business Combination. If either of these proposals is not approved by Bridgetown shareholders, the Business Combination shall not be consummated.

The Adjournment Proposal, if adopted, shall allow the chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates, if necessary. In no event shall Bridgetown solicit proxies to adjourn the Extraordinary General Meeting or consummate the Business Combination and related transactions beyond the date by which it may properly do so under Bridgetown’s amended and restated memorandum and articles of association, as amended (the “Bridgetown Articles”) and the Companies Act (As Revised) of the Cayman Islands (the “Cayman Companies Act”). The purpose of the Adjournment Proposal is to provide more time to meet the requirements that are necessary to consummate the Business Combination and related transactions. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

Each of these proposals is more fully described in this proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.

In connection with the Business Combination, certain related agreements have been entered into prior to the closing of the Business Combination, including the Company Holders Support Agreement, Sponsor Support Agreement, Registration Rights Agreement, Assignment, Assumption and Amendment Agreement, Working Capital Loan Capitalization Agreement, Fee Letter, Non-Redemption Deeds, CGCL Class A Warrant Supplemental Deed, CGCL Class C Warrant Supplemental Deed, PubCo Class A Warrant Instrument, PubCo Class C-1 Warrant Instrument, PubCo Class C-2 Warrant Instrument, PubCo Call Option Agreement, Share Conversion Instruction Letters and the Daniel Wong Share Conversion Instruction Letter (each as defined in this proxy statement/prospectus). See the section titled “The Business Combination Proposal—Related Agreements” in this proxy statement/prospectus for more information.

Pursuant to the Bridgetown Articles, holders of Bridgetown Class A Ordinary Shares (the “Bridgetown Public Shareholders”) may request that Bridgetown redeem all or a portion of such public shares for cash in connection with the completion of the Business Combination. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental Stock Transfer & Trust Company (“Continental”) in order to validly redeem its shares. Bridgetown Public Shareholders may elect to redeem their public shares even if they vote “for” the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a Bridgetown Public

Shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its share certificates (if any) and other redemption forms (as applicable) to Continental, Bridgetown will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the amount on deposit in a trust account established in connection with its initial public offering (the “Trust Account”) as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to Bridgetown. For illustrative purposes, as of September 1, 2023, this would have amounted to approximately $10.34 per issued and outstanding share. If a Bridgetown Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. See the section titled “Extraordinary General Meeting of Bridgetown Shareholders—Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a Bridgetown Public Shareholder, together with any affiliate of such Bridgetown Public Shareholder or any other person with whom such Bridgetown Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a Bridgetown Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

Sponsor, each Bridgetown director and certain other advisors of Bridgetown to whom Sponsor has transferred Bridgetown Shares have agreed to, among other things, vote all of their Bridgetown Shares in favor of the proposals being presented at the Extraordinary General Meeting and waive their redemption rights with respect to their Bridgetown Shares in connection with the consummation of the Business Combination. As of the date of this proxy statement/prospectus, Sponsor owns approximately 42.24% of the issued and outstanding Bridgetown Shares and the Bridgetown directors and certain other advisors of Bridgetown collectively own approximately 7.39% of the issued and outstanding Bridgetown Shares. The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in this proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such closing condition. In addition, in no event will Bridgetown redeem public shares in an amount that would cause Bridgetown’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement.

The board of directors of Bridgetown (the “Bridgetown Board”) formed a special committee (the “Bridgetown Special Committee”) on January 5, 2023, consisting of all of the members of the Bridgetown Board other than Mr. Daniel Wong, to evaluate and make any decision on behalf of the full Bridgetown Board with respect to the Business Combination. Mr. Wong, who is a Senior Vice President at Pacific Century (as defined herein), which indirectly holds a substantial equity interest in CGCL, and is a former director of CGCL, is not a member of the Bridgetown Special Committee, was not permitted to attend any meetings of the Bridgetown Special Committee, and has recused himself from discussions of the Bridgetown Board about the Business Combination and voting of the Bridgetown Board on matters related to the Business Combination. The Bridgetown Special Committee further retained counsel independent of Bridgetown. The Bridgetown Special Committee obtained a third-party fairness opinion from its independent financial advisor, Houlihan Capital, LLC, dated May 24, 2023, to the effect that the Business Combination, as of that date and based on and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications set forth in such opinion, is fair to Bridgetown and the unaffiliated shareholders of Bridgetown from a financial point of view.

Bridgetown is providing this proxy statement/prospectus and accompanying proxy card to Bridgetown shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournments of the Extraordinary General Meeting. Information about the Extraordinary General Meeting, the Business Combination and other related business to be considered by Bridgetown shareholders at the Extraordinary General Meeting is included in this proxy statement/prospectus. Whether or not you plan to attend the Extraordinary General Meeting, all of Bridgetown shareholders should read this proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in

their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 95 of this proxy statement/prospectus.

After careful consideration, the Bridgetown Special Committee resolved that the Business Combination is advisable and fair to and in the best interests of Bridgetown and the unaffiliated shareholders of Bridgetown and recommended that the Bridgetown Board authorize and approve the Business Combination Agreement and the Business Combination. The Bridgetown Special Committee also resolved to recommend that the Bridgetown Board (i) propose that an extraordinary general meeting of the shareholders of Bridgetown be convened for the purpose of the shareholders authorizing and approving the Business Combination and the transactions contemplated thereby, including the Business Combination, and (ii) recommend that the Bridgetown shareholders authorize and approve the Business Combination Agreement, and the transactions contemplated thereby, including the Business Combination. After careful consideration, and upon the recommendation of the Bridgetown Special Committee, the Bridgetown Board approved the Business Combination and recommend that shareholders vote “FOR” the adoption of the Business Combination Proposal, “FOR” the Initial Merger Proposal and “FOR” the Adjournment Proposal, if presented. Samuel Altman did not participate in the meetings of the Bridgetown Special Committee or the Bridgetown Board due to his travel schedule. Daniel Wong did not participate in the meetings of the Bridgetown Special Committee or the Bridgetown Board because he recused himself from discussions of the Bridgetown Board about the Business Combination and voting of the Bridgetown Board on matters related to the Business Combination due to his Senior Vice President role at Pacific Century, which indirectly holds a substantial equity interest in CGCL, and his former role as a director of CGCL. When you consider the recommendation of these proposals by the Bridgetown Board, you should keep in mind that members of the Bridgetown Board, Sponsor and its affiliates, and certain other advisors of Bridgetown have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “The Business Combination Proposal—Interests of Sponsor, Its Affiliates and Bridgetown’s Directors, Officers and Advisors in the Business Combination” in this proxy statement/prospectus for a further discussion of these considerations.

The approval of the Business Combination Proposal will require an ordinary resolution under the Bridgetown Articles, being the affirmative vote of the holders of a majority of the issued and outstanding Bridgetown Shares entitled to vote, who attend, in person or by proxy, and vote thereupon at the Extraordinary General Meeting. The approval of the Initial Merger Proposal will require a special resolution under the Cayman Companies Act, being the affirmative vote of the holders of at least two-thirds of the issued and outstanding Bridgetown Shares entitled to vote, who attend, in person or by proxy, and vote thereupon at the Extraordinary General Meeting. The approval of the Adjournment Proposal if presented will require an ordinary resolution under the Bridgetown Articles, being the affirmative vote of the holders of a majority of the issued and outstanding Bridgetown Shares entitled to vote, who attend, in person or by proxy, and vote thereupon at the Extraordinary General Meeting. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting.

Your vote is important regardless of the number of shares you own. Whether or not you plan to attend the Extraordinary General Meeting, please sign, date, vote and return the enclosed proxy card as soon as possible in the envelope provided to make sure that your shares are represented at the Extraordinary General Meeting. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker or bank to ensure that votes related to the shares you beneficially own are properly counted. The Business Combination will be consummated only if the Business Combination Proposal and the Initial Merger Proposal are approved at the Extraordinary General Meeting. Each of the Business Combination Proposal and the Initial Merger Proposal is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary

General Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR BRIDGETOWN SHARES BE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO OUR TRANSFER AGENT AT LEAST TWO BUSINESS DAYS BEFORE THE SCHEDULED DATE OF THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES SHALL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BROKER, BANK OR OTHER NOMINEE TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING OF BRIDGETOWN SHAREHOLDERS—REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

On behalf of Bridgetown’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

Sincerely,

/s/ Matt Danzeisen

Chairman of the Board of Directors

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated September 26, 2023, and is first being mailed to shareholders on or about September 28, 2023.

BRIDGETOWN HOLDINGS LIMITED

NOTICE OF EXTRAORDINARY GENERAL MEETING

TO BE HELD ON OCTOBER 10, 2023

TO THE SHAREHOLDERS OF BRIDGETOWN HOLDINGS LIMITED:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) of Bridgetown Holdings Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Bridgetown”), will be held at 9:30 AM Eastern time, on October 10, 2023 at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at One Manhattan West, New York, NY 10001, United States and virtually at https://www.cstproxy.com/bridgetownholdings/2023. You are cordially invited to attend the Extraordinary General Meeting, to conduct the following items of business and/or consider, and if thought fit, approve the following resolutions:

 

1.

Proposal No. 1—the Business Combination Proposal—RESOLVED, as an ordinary resolution, that the Business Combination Agreement, dated as of May 25, 2023 (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among MoneyHero Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“PubCo”), Bridgetown, Gemini Merger Sub 1 Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of PubCo (“Bridgetown Merger Sub”), Gemini Merger Sub 2 Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of PubCo (“CGCL Merger Sub”) and CompareAsia Group Capital Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“CGCL”), and the transactions contemplated therein, including the business combination pursuant to which (i) Bridgetown shall merge with and into Bridgetown Merger Sub, with Bridgetown Merger Sub being the surviving company and remaining as a wholly-owned subsidiary of PubCo (the “Initial Merger”) and (ii) following the Initial Merger, CGCL Merger Sub shall merge with and into CGCL, with CGCL being the surviving company and becoming a wholly-owned subsidiary of PubCo (collectively with the Initial Merger and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”) be confirmed, ratified and approved in all respects;

 

2.

Proposal No. 2—the Initial Merger Proposal—RESOLVED, as a special resolution, that Bridgetown be and is hereby authorized to merge with and into Bridgetown Merger Sub so that Bridgetown Merger Sub be the surviving company and all the undertaking, property and liabilities of Bridgetown vest in Bridgetown Merger Sub by virtue of such merger pursuant to the Companies Act (As Revised) of the Cayman Islands;

RESOLVED, as a special resolution, that the plan of merger in the form attached to the accompanying proxy statement/prospectus as Annex C (the “Plan of Initial Merger”) be and is hereby authorized, approved and confirmed in all respects;

RESOLVED, as a special resolution, that Bridgetown be and is hereby authorized to enter into the Plan of Initial Merger; and

 

3.	Proposal No. 3—the Adjournment Proposal—RESOLVED, as an ordinary resolution, that the adjournment of the Extraordinary General Meeting to a later date or dates to be determined by the chairman of the Extraordinary General Meeting, is hereby approved in all respects.

Under the Business Combination Agreement, the approval of the Business Combination Proposal and the Initial Merger Proposal by the requisite vote of Bridgetown shareholders is a condition to the consummation of the Business Combination. If either of these proposals is not approved by Bridgetown shareholders, the Business Combination shall not be consummated. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus. The Business Combination is also subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement.

These items of business are described in the accompanying proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of Bridgetown ordinary shares (“Bridgetown Shares”)

at the close of business on September 1, 2023 are entitled to notice of the meeting and to vote at the meeting and any adjournments or postponements of the meeting.

The accompanying proxy statement/prospectus and proxy card is being provided to Bridgetown shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournment of the Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary General Meeting, all of Bridgetown’s shareholders are urged to read the proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 95 of the proxy statement/prospectus.

After careful consideration, the Bridgetown Special Committee resolved that the Business Combination is advisable and fair to and in the best interests of Bridgetown and the unaffiliated shareholders of Bridgetown and recommended that the Bridgetown Board authorize and approve the Business Combination Agreement and the Business Combination. The Bridgetown Special Committee also resolved to recommend that the Bridgetown Board (i) propose that an extraordinary general meeting of the shareholders of Bridgetown be convened for the purpose of the shareholders authorizing and approving the Business Combination and the transactions contemplated thereby, including the Business Combination, and (ii) recommend that the Bridgetown shareholders authorize and approve the Business Combination Agreement, and the transactions contemplated thereby, including the Business Combination. After careful consideration, and upon the recommendation of the Bridgetown Special Committee, the Bridgetown Board approved the Business Combination and recommend that shareholders vote “FOR” the adoption of the Business Combination Proposal, “FOR” the Initial Merger Proposal and “FOR” the Adjournment Proposal, if presented. Samuel Altman did not participate in the meetings of the Bridgetown Special Committee or the Bridgetown Board due to his travel schedule. Daniel Wong did not participate in the meetings of the Bridgetown Special Committee or the Bridgetown Board because he recused himself from discussions of the Bridgetown Board about the Business Combination and voting of the Bridgetown Board on matters related to the Business Combination due to his Senior Vice President role at Pacific Century, which indirectly holds a substantial equity interest in CGCL, and his former role as a director of CGCL. When you consider the recommendation of these proposals by the Bridgetown Board, you should keep in mind that members of the Bridgetown Board, Sponsor and its affiliates, and certain other advisors of Bridgetown have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “The Business Combination Proposal— Interests of Sponsor, Its Affiliates and Bridgetown’s Directors, Officers and Advisors in the Business Combination” in this proxy statement/prospectus for a further discussion of these considerations.

Pursuant to Bridgetown’s amended and restated memorandum and articles of association, as amended (the “Bridgetown Articles”), holders of Bridgetown’s Class A ordinary shares who have not otherwise waived their redemption rights may request of Bridgetown that Bridgetown redeem all or a portion of its Bridgetown Shares for cash if the Business Combination is consummated. As a holder of Bridgetown Shares, you will be entitled to receive cash for any Bridgetown Shares to be redeemed only if, prior to 5:00 PM, Eastern time, on October 6, 2023 (two business days before the Extraordinary General Meeting), you:

 

•

hold Bridgetown Shares;

 

•

submit a written request to Continental Stock Transfer & Trust Company (“Continental”), Bridgetown’s transfer agent, in which you (a) request that Bridgetown redeem all or a portion of your Bridgetown Shares for cash, and (b) identify yourself as the beneficial holder of the Bridgetown Shares and provide your legal name, phone number and address; and

 

•

deliver share certificates (if any) and other redemption forms (as applicable) to Continental, Bridgetown’s transfer agent, physically or electronically through The Depository Trust Company.

Holders of Bridgetown Shares must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 PM, Eastern time, on October 6, 2023 (two business days before the Extraordinary General Meeting) in order for their Bridgetown Class A Ordinary Shares to be redeemed.

If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a Bridgetown Public Shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its share certificates (if any) and other redemption forms (as applicable) to Continental, Bridgetown will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the amount on deposit in a trust account established in connection with its initial public offering (the “Trust Account”) as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to Bridgetown.

For illustrative purposes, as of September 1, 2023, this would have amounted to approximately $10.34 per issued and outstanding share less any owed but unpaid taxes on the funds in the Trust Account. There are currently no owed but unpaid income taxes on the funds in the Trust Account. However, the proceeds deposited in the Trust Account could become subject to the claims of Bridgetown’s creditors, if any, which would have priority over the claims of Bridgetown shareholders. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally expected due to such claims. It is expected that the funds to be distributed to Bridgetown shareholders electing to redeem their shares shall be distributed promptly after the consummation of the Business Combination.

A holder of Bridgetown Shares, together with any affiliate of such holder and any person with whom such holder is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act), may not seek to have more than 15% of the aggregate shares redeemed without the consent of Bridgetown. Under the Bridgetown Articles, the Business Combination may not be consummated if Bridgetown has net tangible assets of less than $5,000,001 either immediately prior to or upon consummation of the Business Combination after taking into account the redemption for cash of all public shares properly demanded to be redeemed by holders of Bridgetown Shares.

Any request for redemption, once made by a holder of shares, may not be withdrawn once submitted to Bridgetown unless the Board of Directors of Bridgetown determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may or may not do in whole or in part).

Any corrected or changed written exercise of redemption rights must be received by Continental, Bridgetown’s transfer agent, prior to the vote taken on the Business Combination Proposal at the Extraordinary General Meeting. No request for redemption shall be honored unless the holder’s share certificates (if any) and other redemption forms (as applicable) have been delivered (either physically or electronically) to Continental, at least two business days prior to the vote at the Extraordinary General Meeting.

If you exercise your redemption rights, then you will be exchanging your Bridgetown Shares for cash and shall not be entitled to receive any share of PubCo upon consummation of the Business Combination.

Bridgetown LLC (“Sponsor”) has, pursuant to the Sponsor Support Agreement (as defined in the accompanying proxy statement/prospectus), agreed to, among other things, vote all of its Bridgetown Shares in favor of the proposals being presented at the Extraordinary General Meeting and waive its redemption rights with respect to its Bridgetown Shares in connection with the consummation of the Business Combination. As of the date of the proxy statement/prospectus, Sponsor owns approximately 42.24% of the issued and outstanding Bridgetown Shares. See the section titled “The Business Combination Proposal—Related Agreements—Sponsor Support Agreement and Deed” in the proxy statement/prospectus for more information related to the Sponsor Support Agreement.

The Business Combination Agreement is also subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement.

All Bridgetown shareholders are cordially invited to attend the Extraordinary General Meeting. To ensure your representation at the Extraordinary General Meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible by following the instructions provided in the accompanying proxy statement/prospectus and on the enclosed proxy card. If you are a shareholder of record of Bridgetown Shares, you may also cast your vote by means of remote communication at the Extraordinary General Meeting by navigating to https://www.cstproxy.com/bridgetownholdings/2023 and entering the control number on your proxy card. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote by means of remote communication you must obtain a proxy from your broker or bank and a control number from Continental.

Your vote is important regardless of the number of shares you own. Whether or not you plan to attend the Extraordinary General Meeting, please sign, date, vote and return the enclosed proxy card as soon as possible in the envelope provided to make sure that your shares are represented at the Extraordinary General Meeting. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker or bank to ensure that votes related to the shares you beneficially own are properly counted. The Business Combination will be consummated only if the Business Combination Proposal and the Initial Merger Proposal are approved at the Extraordinary General Meeting. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

Thank you for your participation. We look forward to

your continued support.

By Order of the Board of Directors

/s/ Matt Danzeisen

Chairman

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person or virtually, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person or virtually, you may withdraw your proxy and vote in person. Your attention is directed to the proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read the proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali LLC at 333 Ludlow Street, 5th Floor, South Tower, Stamford CT 06902, USA, or by emailing BTWN.info@investor.morrowsodali.com.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR BRIDGETOWN SHARES BE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO OUR TRANSFER AGENT AT LEAST TWO BUSINESS DAYS BEFORE THE SCHEDULED DATE OF THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES SHALL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU NEED TO INSTRUCT THE ACCOUNT

EXECUTIVE AT YOUR BROKER, BANK OR OTHER NOMINEE TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING OF BRIDGETOWN SHAREHOLDERS—REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

TABLE OF CONTENTS

 

		Page
ADDITIONAL INFORMATION			1
ABOUT THIS PROXY STATEMENT/PROSPECTUS			1
INDUSTRY AND MARKET DATA			2
TRADEMARKS, TRADE NAMES AND SERVICE MARKS			3
PRESENTATION OF FINANCIAL INFORMATION			4
FREQUENTLY USED TERMS			6
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS			14
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS			44
SELECTED HISTORICAL FINANCIAL DATA OF BRIDGETOWN			87
SELECTED HISTORICAL FINANCIAL DATA OF MONEYHERO GROUP			89
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			93
RISK FACTORS			95
EXTRAORDINARY GENERAL MEETING OF BRIDGETOWN SHAREHOLDERS			175
THE BUSINESS COMBINATION PROPOSAL			180
THE INITIAL MERGER PROPOSAL			251
THE ADJOURNMENT PROPOSAL			252
MATERIAL TAX CONSIDERATIONS			253
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			264
INFORMATION RELATED TO PUBCO			275
INFORMATION RELATED TO BRIDGETOWN			279
BRIDGETOWN’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION			298
INFORMATION RELATED TO THE MONEYHERO GROUP			304
REGULATORY OVERVIEW			327
MONEYHERO GROUP’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			350
MANAGEMENT OF PUBCO FOLLOWING THE BUSINESS COMBINATION			373
BENEFICIAL OWNERSHIP OF SECURITIES			383
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			387
DESCRIPTION OF PUBCO SECURITIES			394
COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS			412
SHARES ELIGIBLE FOR FUTURE SALE			419
PRICE RANGE OF SECURITIES AND DIVIDEND INFORMATION			422
OTHER SHAREHOLDER COMMUNICATIONS			423
LEGAL MATTERS			423
EXPERTS			423
DELIVERY OF DOCUMENTS TO SHAREHOLDERS			423
ENFORCEABILITY OF CIVIL LIABILITY			424
WHERE YOU CAN FIND MORE INFORMATION			424
INDEX OF FINANCIAL STATEMENTS			F-1
ANNEXES
Annex A: Business Combination Agreement			A-1
Annex B: Form of Memorandum and Articles of Association of PubCo			B-1
Annex C: The Plan of Initial Merger			C-1
Annex D: Opinion of Houlihan Capital			D-1

 

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ADDITIONAL INFORMATION

You may request copies of this proxy statement/prospectus and any other publicly available information concerning Bridgetown, without charge, by written request to Morrow Sodali LLC, our proxy solicitor, by calling +1 (800) 662-5200 or +1 (203) 658-9400, or by emailing BTWN.info@investor.morrowsodali.com, or from the SEC through the SEC website at http://www.sec.gov.

In order for Bridgetown shareholders to receive timely delivery of the documents in advance of the Extraordinary General Meeting of Bridgetown to be held on October 10, 2023 you must request the information no later than five business days prior to the date of the Extraordinary General Meeting, by October 3, 2023.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission, or the “SEC,” by PubCo, constitutes a prospectus of PubCo under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), with respect to the PubCo Shares to be issued to Bridgetown shareholders and certain CGCL shareholders, if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended, with respect to the Extraordinary General Meeting of Bridgetown shareholders at which Bridgetown shareholders shall be asked to consider and vote upon proposals to approve the Business Combination Proposal and the Initial Merger Proposal (as defined herein) and to adjourn the meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to adopt the Business Combination Proposal or the Initial Merger Proposal.

References to “US$” or “$” in this proxy statement/prospectus are to United States dollars, the legal currency of the United States. References to “S$” in this proxy statement/prospectus are to Singapore dollars, the legal currency of Singapore. References to “HK$” in this proxy statement/prospectus are to Hong Kong dollars, the legal currency of the Hong Kong Special Administrative Region of the People’s Republic of China. References to “PHP” in this proxy statement/prospectus are to Philippines Pesos, the legal currency of the Philippines. Conversions from Singapore dollars to U.S. dollars and from Hong Kong dollars to U.S. dollars in this proxy statement/prospectus were made at a rate of S$1.3523 to US$1.00 and HK$7.8363 to US$1.00, respectively, the exchange rates set forth in the H.10 statistical release of the Federal Reserve Board on June 30, 2023. The conversions from PHP to U.S. dollars were made at a rate of PHP 55.4078 to US$1.00. Exchange rates fluctuate, and such fluctuation can be significant.

Certain monetary amounts, percentages and other figures included in this proxy statement/prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them. In particular, in certain cases, percentage changes are based on a comparison of the actual values recorded in the relevant financial statements and not rounded values shown in this proxy statement/prospectus.

 

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INDUSTRY AND MARKET DATA

This proxy statement/prospectus contains estimates, projections and other information concerning the industry in which MoneyHero Group operates, including market size and growth of the markets in which it participates, that are based on industry publications and estimates, reports and forecasts prepared by its management. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. The sources of certain statistical data, estimates and forecasts contained in this proxy statement/prospectus include independent industry reports from:

 

•

e-Conomy SEA 2019 and 2022 reports by Google, Temasek and Bain & Company;

 

•

2021 Financial Inclusion Survey of the Bangko Sentral ng Pilipinas (BSP); and

 

•

Similarweb.

Industry reports, publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. In some cases, we do not expressly refer to the sources from which this data is derived. While we have compiled, extracted, and reproduced industry data from these sources, we have not independently verified the data. This information involves a number of assumptions and limitations and are subject to a variety of risks and uncertainties, including those described under “Risk Factors.” Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus.

 

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TRADEMARKS, TRADE NAMES AND SERVICE MARKS

MoneyHero Group has proprietary rights to the trademarks used in this proxy statement/prospectus that are important to its business, many of which are registered under applicable intellectual property laws. This proxy statement/prospectus also contains trademarks, trade names and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ^®, ^™ or ^SM symbols, but such references are not intended to indicate, in any way, that MoneyHero Group will not assert, to the fullest extent permitted under applicable law, its rights or the right of the applicable licensor to these trademarks, trade names and service marks. MoneyHero Group does not intend its use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of MoneyHero Group by, any other parties.

 

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PRESENTATION OF FINANCIAL INFORMATION

Bridgetown

The historical financial statements of Bridgetown were prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and are denominated in U.S. Dollars.

CGCL

CGCL’s audited consolidated financial statements for the years ended December 31, 2022 and 2021 and as of December 31, 2022 and 2021 and its unaudited consolidated financial statements for the six months ended June 30, 2022 and 2023 and as of June 30, 2023, which are included in this proxy statement/prospectus, have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and are reported in U.S. dollars. IFRS differs from U.S. GAAP in certain material respects and thus may not be comparable to financial information presented by U.S. companies.

Various places in this proxy statement/prospectus refer to certain non-IFRS financial measures, which are more fully explained in “Selected Historical Financial Data of the MoneyHero Group.” The presentation of non-IFRS information is not meant to be considered in isolation or as a substitute for CGCL’s audited consolidated financial results prepared in accordance with IFRS.

PubCo

PubCo was incorporated on March 21, 2023, for the sole purpose of effectuating the transactions described herein. PubCo has no material assets and does not operate any businesses.

PubCo’s audited consolidated financial statements for the period from March 21, 2023 (date of incorporation) to March 31, 2023 and as of March 31, 2023 and its unaudited consolidated financial statements for the period from March 21, 2023 (date of incorporation) to June 30, 2023 and as of June 30, 2023, which are included in this proxy statement/prospectus, have been prepared in accordance with IFRS. Immediately following the Business Combination, PubCo will qualify as a foreign private issuer and will continue to prepare its consolidated financial statements in accordance with IFRS. Accordingly, the unaudited pro forma condensed combined financial statements that are presented in this proxy statement/prospectus have been prepared in accordance with IFRS and denominated in U.S. Dollars. IFRS differs from U.S. GAAP in certain material respects and thus may not be comparable to financial information presented by U.S. companies.

The Business Combination will be accounted for as a capital reorganization. Under this method of accounting, PubCo will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of CGCL issuing shares at the Closing for the net assets of Bridgetown as of the Closing Date, accompanied by a recapitalization. The net assets of Bridgetown will be stated at historical cost, with no goodwill or other intangible assets recorded.

CGCL has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

 

(i)

CGCL’s ultimate controlling shareholder has the ability to nominate the majority of the members of the board of directors;

 

(ii)

CGCL’s senior management is the senior management of the post-combination company; and

 

(iii)

CGCL is the larger entity, in terms of substantive operations and employee base.

 

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The Business Combination, which is not within the scope of IFRS 3 since Bridgetown does not meet the definition of a business in accordance with IFRS 3, is accounted for within the scope of IFRS 2. Any excess of fair value of PubCo Shares issued over the fair value of Bridgetown’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. They should be read in conjunction with the historical financial statements and notes thereto of CGCL and Bridgetown.

 

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FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires in this document:

“Acquisition Merger” means the merger between CGCL and CGCL Merger Sub, with CGCL being the surviving company;

“Acquisition Merger Closing,” “Acquisition Closing” or “Closing” means the closing of the Acquisition Merger;

“Assignment, Assumption and Amendment Agreement” means the amendment, dated May 25, 2023, to that certain warrant agreement, dated October 15, 2020, by and among PubCo, Bridgetown and Continental (“Existing Warrant Agreement”), to be effective upon the closing of the Initial Merger, pursuant to which, among other things, Bridgetown agrees to assign all of its rights, interests and obligations in and under the Existing Warrant Agreement to PubCo;

“Assumed Option” means options to purchase PubCo Class A Ordinary Shares under an incentive equity plan to be adopted by PubCo at Closing;

“Bridgetown” means Bridgetown Holdings Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands;

“Bridgetown Articles” means the amended and restated memorandum and articles of association of Bridgetown, dated October 13, 2022;

“Bridgetown Board” means the board of directors of Bridgetown;

“Bridgetown Class B Shareholders” means Sponsor, Daniel Wong, Steven Teichman, John R. Hass, Samuel Altman, In Joon Hwang and Kenneth Ng;

“Bridgetown Merger Sub” means Gemini Merger Sub 1 Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands;

“Bridgetown Public Shareholders” means holders of Bridgetown Class A Ordinary Shares issued as part of the units issued in Bridgetown’s initial public offering;

“Bridgetown Public Warrant” means the warrants issued to Bridgetown Public Shareholders as part of the units issued in Bridgetown’s initial public offering;

“Bridgetown Special Committee” means a special committee formed by the Bridgetown Board on January 5, 2023, consisting of all of the members of the Bridgetown Board other than Mr. Daniel Wong, to evaluate and make any decision on behalf of the full Bridgetown Board with respect to the Business Combination;

“Business Combination” means the Initial Merger, the Acquisition Merger and the other transactions contemplated by the Business Combination Agreement;

“Business Combination Agreement” means the business combination agreement, dated May 25, 2023, (as it may be amended, supplemented, or otherwise modified from time to time), by and among PubCo, Bridgetown Merger Sub, CGCL Merger Sub, Bridgetown and CGCL;

“Business Combination Transactions” means, collectively, the Initial Merger, the Acquisition Merger and each of the other transactions contemplated by the Business Combination Agreement, the Company Holders

 

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Support Agreement and Deed, Sponsor Support Agreement and Deed, Registration Rights Agreement, Assignment, Assumption and Amendment Agreement, Working Capital Loan Capitalization Agreement, Fee Letter, Non-Redemption Deeds, CGCL Class A Warrant Supplemental Deed, CGCL Class C Warrant Supplemental Deed, PubCo Class A Warrant Instrument, PubCo Class C-1 Warrant Instrument, PubCo Class C-2 Warrant Instrument, PubCo Call Option Agreement, the Share Conversion Instruction Letters and any other related agreements, documents or certificates entered into or delivered pursuant thereto;

“Cayman Companies Act” means Cayman Companies Act (As Revised);

“CGCL” means CompareAsia Group Capital Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands, or as the context requires, CompareAsia Group Capital Limited and its subsidiaries and consolidated affiliated entities;

“CGCL Class A Ordinary Shares” means the shares of CGCL designated as Class A ordinary shares, of a nominal or par value of $0.0001, each with one vote per share;

“CGCL Class A Warrant” means warrants to purchase CGCL Class A Ordinary Shares issued pursuant to the CGCL Class A Warrant Instrument;

“CGCL Class A Warrant Instrument” means the instrument by way of deed poll for CGCL Class A Warrants executed by CGCL, dated October 14, 2022, as amended by an addendum instrument, dated April 13, 2023, and as further amended and restated by the CGCL Class A Warrant Supplemental Deed, and as may further be amended, supplemented and/or restated from time to time in accordance with the Business Combination Agreement;

“CGCL Class A Warrant Supplemental Deed” means the supplemental deed in relation to the CGCL Class A Warrant Instrument, pursuant to which each CGCL Class A Warrant that is outstanding immediately prior to the Acquisition Effective Time will automatically be cancelled and converted into the right to receive a number of PubCo Warrants as determined in accordance with the Business Combination Agreement and the CGCL Class A Warrant Supplemental Deed;

“CGCL Class B Ordinary Shares” means the shares of CGCL designated as Class B ordinary shares, of a nominal or par value of $0.0001, each with two votes per share, which shall automatically be converted into the same number of CGCL Class C Ordinary Shares immediately upon the full or partial exercise of CGCL Class C Warrants;

“CGCL Class C Ordinary Shares” means the shares of CGCL designated as Class C ordinary shares, of a nominal or par value of $0.0001, each with ten votes per share;

“CGCL Class C Warrant” means warrants to purchase CGCL Class C Ordinary Shares issued pursuant to the CGCL Class C Warrant Instrument;

“CGCL Class C Warrant Instrument” means the instrument by way of deed poll for CGCL Class C Warrants executed by CGCL, dated October 14, 2022, as amended and restated by a supplemental deed, dated December 23, 2022, as further amended and restated by the CGCL Class C Warrant Supplemental Deed, and as may further be amended, supplemented and/or restated from time to time in accordance with the Business Combination Agreement;

“CGCL Class C Warrant Supplemental Deed” means the supplemental deed in relation to the CGCL Class C Warrant Instrument, pursuant to which each CGCL Class C Warrant that is outstanding immediately prior to the Acquisition Effective Time will automatically be cancelled and converted into the right to receive a number of PubCo Warrants as determined in accordance with the Business Combination Agreement and the CGCL Class C Warrant Supplemental Deed;

“CGCL Class D Ordinary Share” means non-voting shares of CGCL designated as Class D ordinary shares, of a nominal or par value of $0.0001;

 

7

“CGCL Merger Sub” means Gemini Merger Sub 2 Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands;

“CGCL Option” means an option to purchase one CGCL Class D Ordinary Share;

“CGCL Preference Shares” means the shares of CGCL designated as preference shares, of a nominal or par value of $0.0001, each with one vote per share;

“China” or “PRC,” in each case, means the People’s Republic of China, excluding, solely for the purpose of this proxy statement/prospectus, Taiwan. The term “Chinese” has a correlative meaning for the purpose of this proxy statement/prospectus;

“Closing Date” means the date of the Closing;

“Company Holders Support Agreement” means the company holders support agreement and deed, dated May 25, 2023, by and among Bridgetown, PubCo, CGCL and certain of the shareholders of CGCL, pursuant to which (i) certain CGCL shareholders who in the aggregate represented over 70% of the voting power of all outstanding voting CGCL Shares as of the date of the Business Combination Agreement have agreed, among other things: (a) to appear for purposes of constituting a quorum at any meeting of the shareholders of CGCL called to seek approval of the transactions contemplated by the Business Combination Agreement and the other transaction proposals; (b) to vote in favor of the transactions contemplated by the Business Combination Agreement and other transaction proposals; (c) to vote against any proposals that would materially impede the transactions contemplated by the Business Combination Agreement or any other transaction proposal; (d) not to sell or transfer any of their shares prior to the closing of the Business Combination and (e) to waive the dissenters’ rights pursuant to the Cayman Companies Act with respect to all CGCL Shares held by such shareholders in connection with the Acquisition Merger, to the extent applicable; and (ii) certain shareholders of CGCL have also agreed to a lock-up of the PubCo Class A Ordinary Shares and PubCo Warrants they will receive pursuant to the Acquisition Merger (subject to certain exceptions) for a period of six months following the Acquisition Merger Closing;

“Daniel Wong Share Conversion Instruction Letter” means the letter issued by Daniel Wong on September 8, 2023, pursuant to which Mr. Wong irrevocably instructed PubCo to convert the 1,600,000 PubCo Class B Ordinary Shares to be received by Mr. Wong in connection with the Business Combination into PubCo Class A Ordinary Shares immediately following the Acquisition Merger, such that Mr. Wong shall hold no PubCo Class B Ordinary Shares immediately following such conversion;

“Exchange Ratio” means 0.307212;

“Existing Call Option” means that certain call option granted by CGCL to PMIL pursuant to CGCL’s fifth amended and restated shareholders agreement dated October 14, 2022, as amended on April 14, 2023, pursuant to and subject to the terms and conditions of which PMIL shall have the right to subscribe for additional Loan Notes from CGCL for an aggregate subscription price of up to $5 million, together with a certain number of warrants to purchase CGCL Class C Ordinary Shares to be issued pursuant to the CGCL Class C Warrant Instrument;

“Existing Warrant Agreement” means the warrant agreement, dated October 15, 2020, by and between Bridgetown and Continental;

“Fee Letter” means the letter, dated May 25, 2023, issued by Sponsor and BTN Investments LLC to PubCo and CGCL, pursuant to which, among other things, each of Sponsor and BTN Investments LLC agreed to reimburse PubCo for a portion of transaction expenses which PubCo settles at the Acquisition Merger Closing if the aggregate amount of cash in the Trust Account immediately prior to the Acquisition Merger Closing (after deducting amounts needed to pay for the Bridgetown shareholder redemptions but prior to any other payments) is less than US$82,000,000.00, in accordance with certain formulas set forth therein;

“FWD” means a pan-Asian life insurance company majority owned by Pacific Century;

“FWD Parties” means FWD Life Insurance Public Company and FWD Life Insurance Company, Limited;

 

8

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China;

“Initial Merger” means the merger between Bridgetown and Bridgetown Merger Sub, with Bridgetown Merger Sub being the surviving company;

“Initial Merger Closing” means the closing of the Initial Merger;

“Interim Redemption Scenario” means a scenario where 7,546,517 Bridgetown Class A Ordinary Shares are redeemed for their pro rata shares of the funds in Bridgetown’s Trust Account, which represents 50% of the total Bridgetown Class A Ordinary Shares held by Bridgetown shareholders (including the FWD Parties);

“Investment Company Act” means the U.S. Investment Company Act of 1940, as amended;

“MAS de-SPAC Condition” means each MAS de-SPAC Condition Applicant (as defined in the Business Combination Agreement) having obtained all necessary approvals, consents and authorizations from the Monetary Authority of Singapore in accordance with section 87(2) of the Insurance Act 1966 for such MAS de-SPAC Condition Applicant to obtain “effective control” (within the meaning of section 87(3) of the Insurance Act 1966) of SingSaver Insurance Brokers Pte. Ltd. and all such approvals, consents and authorizations not having been subsequently revoked or withdrawn;

“MAS Warrant Condition” means PMIL having obtained all necessary approvals, consents and authorizations from the Monetary Authority of Singapore in accordance with section 87(2) of the Insurance Act 1966 for PMIL to obtain “effective control” (within the meaning of section 87(3) of the Insurance Act 1966) of SingSaver Insurance Brokers Pte. Ltd. and all such approvals, consents and authorizations not having been subsequently revoked or withdrawn;

“Maximum Redemption Scenario A” means a scenario where 10,093,034 Bridgetown Class A Ordinary Shares held by Bridgetown shareholders other than the FWD Parties are redeemed for their pro rata shares of the funds in Bridgetown’s Trust Account, which represent 100% of the total Bridgetown Class A Ordinary Shares held by Bridgetown shareholders other than the FWD Parties;

“Maximum Redemption Scenario B” means a scenario where (i) 11,300,000 Bridgetown Class A Ordinary Shares held by Bridgetown shareholders (including 5,000,000 Bridgetown Class A Ordinary Shares held by the FWD Parties and 6,300,000 Bridgetown Class A Ordinary Shares held by other Bridgetown shareholders) are redeemed for their pro rata shares of the funds in Bridgetown’s Trust Account, which represents approximately 74.9% of the total Bridgetown Class A Ordinary Shares held by Bridgetown shareholders (including the FWD Parties), and (ii) after giving effect to the payment of amounts that Bridgetown shall be required to pay to redeeming shareholders upon consummation of the Business Combination, Bridgetown would still have at least $5,000,001 in net tangible assets;

“MoneyHero Group” means CGCL and its subsidiaries prior to the Business Combination and MoneyHero Limited and its subsidiaries after the Business Combination;

“MoneyHero Group Members” means users who have login IDs with the MoneyHero Group’s platforms in Singapore, Hong Kong and Taiwan, users who subscribe to its email distributions in Singapore, Hong Kong, Taiwan, the Philippines and Malaysia, and users who are registered in its rewards database in Singapore and Hong Kong. Any duplications across the three sources above are deduplicated;

“Monthly Unique User” means as a unique user with at least one session in a given month as determined by a unique device identifier from Google Analytics. A session initiates when a user either opens an app in the foreground or views a page or screen and no session is currently active (e.g., the user’s previous session has ended). A session ends after 30 minutes of user inactivity. We measure Monthly Unique Users during a time period longer than one month by averaging the Monthly Unique Users of each month within that period;

 

9

“Minimum Cash Condition” means the condition, to which the obligations of CGCL, Bridgetown Merger Sub and CGCL Merger Sub to consummate, or cause to be consummated, the Initial Merger are subject under the Business Combination Agreement, that the sum of (i) the aggregate amount of cash in the Trust Account immediately prior to the Acquisition Merger Closing (after deducting the Bridgetown shareholder redemption amount but prior to payment of any other amounts, including Bridgetown transaction expenses and CGCL transaction expenses) and (ii) the permitted equity financing proceeds (if any), shall be not less than $50 million;

“Mr. Li” means Mr. Richard Tzar Kai Li;

“Nasdaq” means the Nasdaq Stock Market;

“Non-Redemption Deeds” means the non-redemption deeds, dated May 25, 2023, entered into by Sponsor in favor of each of the FWD Parties pursuant to which, among other things, subject to such FWD Party (i) voting in favor of the Business Combination, (ii) not exercising its redemption rights with respect to the Bridgetown Class A Ordinary Shares held by it, (iii) not selling or transferring any of the Bridgetown Class A Ordinary Shares held by it prior to the closing of the Initial Merger, and (iv) not exercising its dissenters’ rights under Section 238 of the Cayman Companies Act, Sponsor has offered to pay to such FWD Party an amount in cash sufficient to assure each FWD Party of an annual return of 5.0% on the PubCo Class A Ordinary Shares held by such FWD Party over a five-year period commencing on the date of the Acquisition Closing and to compensate such FWD Party for any loss realized by it if it sells any PubCo Class A Ordinary Shares at a price per PubCo Class A Ordinary Share of less than $10.00 during such period (and for any unrealized loss at the end of such period), subject to certain caps set forth in the Non-Redemption Deeds. Such cash payments to the FWD Parties will be funded through Sponsor selling PubCo Class A Ordinary Shares issued upon conversion of PubCo Class B Ordinary Shares held by Sponsor, except that Sponsor shall have the right to purchase all of the remaining PubCo Class A Ordinary Shares held by the FWD Parties as of the end of such five-year period pursuant to the terms and conditions of the Non-Redemption Deeds, and if Sponsor exercises such right, the Non-Redemption Deeds do not require Sponsor to sell PubCo Class A Ordinary Shares to fund such purchase of the remaining PubCo Class A Ordinary Shares held by the FWD Parties as of the end of the five-year period. Subject to the terms and conditions of the respective Non-Redemption Deeds, Sponsor has agreed to execute a customary equitable share mortgage granting security interests over the Sponsor Support Shares (as defined in the Non-Redemption Deeds) and an account security covering proceeds of the sale of such shares, in each case in favor of the relevant FWD Party to secure its obligations under the applicable Non-Redemption Deed and take such action as such FWD Party may reasonably require for perfecting the security created by such equitable share mortgage and account security;

“No Redemption Scenario” means a scenario where no Bridgetown Class A Ordinary Share is redeemed;

“PIK” means paid in kind;

“Pacific Century” means Pacific Century Group, an affiliate of Sponsor;

“PMIL” means PCCW Media International Limited, a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of PCCW Limited. PCCW Limited is a company incorporated in Hong Kong with limited liability, the shares of which are listed on the main board of the Stock Exchange (stock code: 0008) and traded in the form of American Depositary Receipts on the OTC Markets Group Inc. (ticker: PCCWY);

“Proposals” means the Business Combination Proposal, the Initial Merger Proposal and, if presented, the Adjournment Proposal;

“PubCo” means MoneyHero Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands, or as the context requires, MoneyHero Limited and its subsidiaries and consolidated affiliated entities;

 

10

“PubCo Call Option” means the call option granted by PubCo at the Acquisition Effective Time pursuant to the PubCo Call Option Agreement such that PMIL will have the right to subscribe for loan notes from PubCo for an aggregate subscription price of up to such amount corresponding to the unexercised portion of the Existing Call Option, together with such number of PubCo Class A Ordinary Shares as determined in accordance with the PubCo Call Option Agreement, during the period commencing on the Acquisition Effective Time and ending on December 23, 2025;

“PubCo Call Option Agreement” means the call option agreement, dated May 25, 2023, by and between PubCo and PMIL, pursuant to which and subject to the condition that PMIL has not fully exercised the Existing Call Option as of immediately prior to the Acquisition Effective Time, PubCo agreed to grant PMIL the PubCo Call Option;

“PubCo Class A Warrant Instrument” means the instrument by way of deed poll for the PubCo Class A Warrants;

“PubCo Class A Warrants” means the warrants to be issued by PubCo in connection with the Acquisition Merger pursuant to the PubCo Class A Warrant Instrument;

“PubCo Class C-1 Warrant Instrument” means the instrument by way of deed poll for the PubCo Class C-1 Warrants;

“PubCo Class C-2 Warrant Instrument” means the instrument by way of deed poll for the PubCo Class C-2 Warrants;

“PubCo Class C-1 Warrants” means the warrants to be issued by PubCo in connection with the Acquisition Merger pursuant to the PubCo Class C-1 Warrant Instrument;

“PubCo Class C-2 Warrants” means the warrants to be issued by PubCo in connection with the Acquisition Merger pursuant to the PubCo Class C-2 Warrant Instrument;

“PubCo Ordinary Shares” means PubCo Class A Ordinary Shares and PubCo Class B Ordinary Shares;

“PubCo Public Warrants” means the warrants to be issued by PubCo upon the conversion of Bridgetown Public Warrants at the Initial Merger Effective Time;

“PubCo Shares” means PubCo Class A Ordinary Shares, PubCo Class B Ordinary Shares and PubCo Preference Shares;

“Registration Rights Agreement” means the registration rights agreement, dated May 25, 2023, by and among Bridgetown, PubCo, Sponsor, the FWD Parties and certain of the shareholders of CGCL to be effective upon Closing pursuant to which, among other things, PubCo will agree to undertake certain resale shelf registration obligations in accordance with the Securities Act and Sponsor, certain Sponsor related parties and the shareholders of CGCL party thereto have been granted customary demand and piggyback registration rights;

“Trust Account” means a trust account established by Bridgetown upon the consummation of its initial public offering;

“SEC” means the U.S. Securities and Exchange Commission;

“Share Conversion Instruction Letters” means the letters, dated May 25, 2023 issued by certain directors and advisors of Bridgetown to whom Sponsor transferred Bridgetown Class B Ordinary Shares, being each of Samuel Altman, In Joon Hwang, John R. Hass and Kenneth Ng, pursuant to which, each such Bridgetown shareholder irrevocably instructed PubCo to convert the PubCo Class B Ordinary Shares to be received by such Bridgetown

 

11

shareholder in connection with the Business Combination into PubCo Class A Ordinary Shares immediately following the Acquisition Merger, such that such Bridgetown shareholder shall hold no PubCo Class B Ordinary Shares immediately following such conversion;

“Sponsor” means Bridgetown LLC, a limited liability company incorporated under the laws of the Cayman Islands;

“Sponsor Support Agreement” means the sponsor support agreement and deed, dated May 25, 2023, by and among Bridgetown, Sponsor, PubCo and CGCL pursuant to which Sponsor has agreed, among other things and subject to the terms and conditions set forth therein to: (i) appear for purposes of constituting a quorum at the meetings of the shareholders of Bridgetown called to seek approval of the consummation of transactions contemplated by the Business Combination Agreement and the other transaction proposals; (ii) vote to adopt and approve the Business Combination Agreement and the other documents contemplated thereby and the transactions contemplated thereby; (iii) vote against any proposals that would materially impede the transactions contemplated by the Business Combination Agreement or any other transaction proposal; (iv) not to redeem any Bridgetown Shares held by Sponsor; (v) not to sell or transfer any equity securities of Bridgetown held by Sponsor prior to the closing of the Business Combination; (vi) to waive the dissenters’ rights pursuant to the Cayman Companies Act with respect to all of the Bridgetown Shares held by Sponsor in connection with the Initial Merger, to the extent applicable; and (vii) a lock-up of the PubCo Ordinary Shares and PubCo Warrants it will receive pursuant to the Initial Merger (subject to certain exceptions) for a period of six months following the Acquisition Merger Closing;

“Sponsor Permitted Transferees” means (i) PubCo’s officers or directors, any affiliate or family member of any of PubCo’s officers or directors, any affiliate of Sponsor or any member(s) of Sponsor or any of their affiliates and (ii) anyone who acquired PubCo Sponsor Warrants from Sponsor in one of the following manners: (a) in the case of an individual, by gift to a member such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual, or to a charitable organization; (b) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (c) in the case of an individual, pursuant to a qualified domestic relations order; (d) by private sales or transfers made in connection with any forward purchase agreement or similar arrangements or in connection with the consummation of the Business Combination at prices no greater than the price at which the Private Placement Warrants were originally purchased; or (e) by virtue of the laws of the Cayman Islands or Sponsor’s memorandum and articles of association upon dissolution of Sponsor;

“Traffic” means the total number of unique sessions in Google Analytics. A unique session is a group of user interactions recorded when a user visits the website or app within a 30-minute window. The current session ends when there is 30 minutes of inactivity or users have a change in traffic source;

“Transaction Documents” means, collectively, the Business Combination Agreement, the Company Holders Support Agreement and Deed, Sponsor Support Agreement and Deed, Registration Rights Agreement, Assignment, Assumption and Amendment Agreement, Working Capital Loan Capitalization Agreement, Fee Letter, Non-Redemption Deeds, CGCL Class A Warrant Supplemental Deed, CGCL Class C Warrant Supplemental Deed, PubCo Class A Warrant Instrument, PubCo Class C-1 Warrant Instrument, PubCo Class C-2 Warrant Instrument, PubCo Call Option Agreement, the Share Conversion Instruction Letters and any other related agreements, documents or certificates entered into or delivered pursuant thereto, and a “Transaction Document” means any of them;

“U.S. Dollars,” “US$” and “$” means United States dollars, the legal currency of the United States; and

“Working Capital Loan Capitalization Agreement” means the working capital loan capitalization agreement, dated May 25, 2023, by and among Bridgetown, Sponsor, PubCo and CGCL pursuant to which, among other things, the outstanding balance of the Working Capital Loans immediately prior to the Initial Merger Effective

 

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Time will be capitalized into a number of PubCo Class A Ordinary Shares equal to the aggregate amount outstanding under such working capital loans, up to an amount not exceeding $5,000,000 (subject to such increases as may be agreed in writing between Bridgetown and CGCL), divided by 10.00, rounded down to the nearest whole number.

Unless otherwise specified, the voting and economic interests of PubCo’s shareholders set forth in this proxy statement/prospectus assume the following:

 

•

1,620,000 PubCo Class B Ordinary Shares issuable to certain existing Bridgetown Class B Shareholders in exchange for their Bridgetown Class B Shares will be converted into PubCo Class A Ordinary Shares as soon as practicable after the Acquisition Effective Time pursuant to the Share Conversion Instruction Letters and the Daniel Wong Share Conversion Letter, which are irrevocable;

 

•

all CGCL Class C Warrants held by PMIL immediately prior to the Acquisition Effective Time will either be automatically exercised for CGCL Class C Ordinary Shares immediately prior to the Acquisition Effective Time or be replaced by PubCo Class C-1 Warrants at the Acquisition Effective Time and all such PubCo Class C-1 Warrants will be automatically converted into PubCo Class A Ordinary Shares as soon as practicable after the Acquisition Effective Time;

 

•

the maximum number of PubCo Class A Ordinary Shares issuable under the Working Capital Loan Capitalization Agreement will be issued at the Initial Merger Effective Time;

 

•

Shareholders of CGCL do not purchase any Bridgetown Shares in the open market;

 

•

No Bridgetown Public Shareholder exercises dissenters’ rights pursuant to the Cayman Companies Act; and

 

•

There will be no other issuances of equity interests of CGCL or Bridgetown not described in this proxy statement/prospectus before Closing, including but not limited to any share dividends that CGCL may issue to holders of CGCL Preference Shares and any shares that CGCL may be required to issue to settle its contractual obligations.

In addition, unless otherwise specified, the voting and economic interests of PubCo’s shareholders set forth in this proxy statement/prospectus do not take into account PubCo Class A Ordinary Shares issuable upon the exercise of PubCo Warrants, the Assumed Options and the PubCo Call Option.

 

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the Extraordinary General Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to Bridgetown shareholders. Bridgetown shareholders should read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the Extraordinary General Meeting, which will be held at 9:30 AM Eastern time, on October 10, 2023 at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at One Manhattan West, New York, NY 10001, United States and virtually via live webcast at https://www.cstproxy.com/bridgetownholdings/2023.

 

Q:	Why am I receiving this proxy statement/prospectus?

 

A:	Bridgetown shareholders are being asked to consider and vote upon a proposal to approve and adopt the Business Combination and certain related proposals.

Bridgetown, CGCL, PubCo and other parties have agreed to the Business Combination under the terms of the Business Combination Agreement that is described in this proxy statement/prospectus. The Business Combination Agreement provides for, among other things, (a) the merger of Bridgetown with and into Bridgetown Merger Sub, with Bridgetown Merger Sub being the surviving company and remaining a wholly-owned subsidiary of PubCo, and each of the current security holders of Bridgetown receiving securities of PubCo, and (b) the merger of CGCL Merger Sub with and into CGCL, with CGCL as the surviving company and becoming a wholly-owned subsidiary of PubCo, and each of the current security holders of CGCL receiving securities of PubCo. This proxy statement/prospectus and its Annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Extraordinary General Meeting. You should read this proxy statement/prospectus and its Annexes carefully and in their entirety.

You should read this proxy statement/prospectus and its Annexes carefully and in their entirety.

 

Q:	What proposals are shareholders of Bridgetown being asked to vote upon?

 

A:	At the Extraordinary General Meeting, Bridgetown is asking holders of its ordinary shares to consider and vote upon the following proposals:

 

•

Business Combination Proposal—To vote to adopt the Business Combination Agreement and approve the transactions (and related transaction documents) contemplated thereby. See the section entitled “The Business Combination Proposal.”

 

•

Initial Merger Proposal—To vote to authorize the Initial Merger. See the section titled “The Initial Merger Proposal.”

 

•

Adjournment Proposal—To consider and vote upon a proposal to adjourn the meeting to a later date or dates to permit further solicitation and voting of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, Bridgetown would not have been authorized to consummate the Business Combination. See the section titled “The Adjournment Proposal.”

Bridgetown shall hold the Extraordinary General Meeting of its shareholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Extraordinary General Meeting. Shareholders should read it carefully and in its entirety.

The vote of shareholders is important. Shareholders are encouraged to submit their completed proxy card as soon as possible after carefully reviewing this proxy statement/prospectus.

 

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Q:	Are the proposals conditioned on one another?

 

A:	Yes. Each of the Business Combination Proposal and the Initial Merger Proposal is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal.

The vote of shareholders is important. Shareholders are encouraged to submit their completed proxy card as soon as possible after carefully reviewing this proxy statement/prospectus.

 

Q:	Why is Bridgetown proposing the Business Combination?

 

A:	Bridgetown was incorporated to consummate a merger, share exchange, asset acquisition, share purchase, reorganization, or other similar business combination with one or more businesses or entities.

Based on its due diligence investigations of the MoneyHero Group and the industries in which it operates, including the financial and other information provided by the MoneyHero Group in the course of Bridgetown’s due diligence investigations, the Bridgetown Special Committee believes that the Business Combination is in the best interests of Bridgetown and its shareholders and presents an opportunity to increase shareholder value. However, there is no assurance of this. See the section titled “Risk Factors—Risks Related to Bridgetown and the Business Combination” and “The Business Combination Proposal—Bridgetown Special Committee’s Reasons for the Approval of the Business Combination” for additional information.

Although the Bridgetown Special Committee believes that the Business Combination presents a unique business combination opportunity and is in the best interests of Bridgetown and its shareholders, the Bridgetown Special Committee did consider the following potentially material negative factors in arriving at that conclusion:

 

•

Potential Inability to Complete the Business Combination. The Bridgetown Special Committee considered the possibility that the Business Combination may not be completed and the potential adverse consequences to Bridgetown if the Business Combination is not completed, in particular the expenditure of time and resources in pursuit of the Business Combination, the loss of the opportunity to participate in the transaction and the fact that Bridgetown must complete its initial business combination by October 15, 2023 or such earlier date as determined by the Bridgetown Board (notwithstanding that the Bridgetown Articles require Bridgetown to consummate the Business Combination by October 20, 2023 (or such earlier date as determined by the Bridgetown Board)) and there will not be sufficient time for Bridgetown to search for another potential target. The Bridgetown Special Committee also considered the uncertainty related to the Closing primarily outside of the control of the parties to the transaction, including the MAS de-SPAC Condition.

Moreover, if Bridgetown does not obtain shareholder approval at the Extraordinary General Meeting, it is obligated to hold additional extraordinary general meetings to vote on the Initial Merger Proposal until the earlier of (x) such shareholder approval being obtained and (y) October 15, 2023, the date on which Bridgetown or CGCL may terminate the Business Combination Agreement if the Initial Merger has not been consummated and the date by which Bridgetown has to consummate a business combination before it must commence liquidation. This would in practice mean that Bridgetown would have no ability to seek an alternative business combination that Bridgetown shareholders may prefer after such initial vote. If an initial business combination is not consummated by October 15, 2023 or such earlier date as determined by the Bridgetown Board (notwithstanding that the Bridgetown Articles require Bridgetown to consummate the Business Combination by October 20, 2023 (or such earlier date as determined by the Bridgetown Board)), then Bridgetown must commence liquidation. The Business Combination Agreement also includes a non-solicitation provision that prohibits Bridgetown from soliciting other initial business combination proposals, which restricts Bridgetown’s ability to consider other potential initial business combinations until the earlier of the termination of the Business Combination Agreement or the consummation of the Business Combination. In addition, the

 

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consummation of the Business Combination is conditioned on approval of the listing of PubCo on Nasdaq and under Nasdaq rules, such approval is unlikely to be granted if the Business Combination closes more than 36 months after effectiveness of Bridgetown’s IPO registration statement or after October 15, 2023 (notwithstanding that the Bridgetown Articles require Bridgetown to consummate the Business Combination by October 20, 2023 (or such earlier date as determined by the Bridgetown Board)).

In addition, the Bridgetown Special Committee considered the risk that the current public shareholders of Bridgetown would redeem their public shares for cash in connection with consummation of the Business Combination, thereby reducing the amount of cash available to the MoneyHero Group following the consummation of the Business Combination and potentially meaning that either the Business Combination would not be consummated or that MoneyHero Group would have to elect to waive the condition under the Business Combination Agreement requiring that the funds in the Trust Account (after giving effect to redemptions and the payment of transaction expenses of Bridgetown or the MoneyHero Group), together with the permitted equity financing proceeds (if any), is equal to or exceeds $50 million, in order for the Business Combination to be consummated. As of September 1, 2023, without giving effect to any future redemptions that may occur, the Trust Account had approximately $155,989,215.

 

•

Risks for Bridgetown Public Shareholders. The process of taking a company public by means of a business combination with a special purpose acquisition company is different from taking a company public through a traditional IPO and may create risks for Bridgetown public shareholders, such as the absence of due diligence conducted by one or more underwriters that would be subject to liability for any material misstatements or omissions in a registration statement, investors’ inability to recover damages from such underwriters in the event of misstatements and omission in the registration statement, the lack of an effective book-building process, and potentially lower demand, decreased liquidity and increased trading volatility of PubCo’s securities. For additional details, see “Risk Factors—Risks Related to PubCo and Its Securities.” The Bridgetown Special Committee determined that this structure was appropriate and customary in light of the fact that several similar transactions include similar terms.

 

•

The MoneyHero Group’s Business Risks. The Bridgetown Special Committee considered that Bridgetown shareholders would be subject to the execution risks associated with PubCo if they retained their public shares following the Closing, which were different from the risks related to holding public shares of Bridgetown prior to Closing. In this regard, the Bridgetown Special Committee considered that there were risks associated with successful implementation of PubCo’s long term business plan and strategy and the MoneyHero Group realizing the anticipated benefits of the Business Combination on the timeframe expected, or at all, including due to factors outside of the parties’ control, such macroeconomic and regulatory uncertainty. For an additional description of these risks, see the section titled “Risk Factors—Risks Related to the MoneyHero Group’s Business and Industry.”

 

•

Post-Business Combination Corporate Governance. The Bridgetown Special Committee considered the corporate governance provisions of the Business Combination Agreement, the Sponsor Support Agreement, the proposed organizational documents and the effect of those provisions on the governance of PubCo following the Closing, including that Sponsor would hold PubCo Class B Ordinary Shares with 10 votes per share, which is higher than the one vote per PubCo Class A Ordinary Share which most other Bridgetown shareholders would receive. See also “The Business Combination Proposal—Related Agreements” for detailed discussions of the terms and conditions of the Sponsor Support Agreement.

 

•

Limitations of Review. Bridgetown’s management, outside advisors and legal counsel reviewed only certain materials in connection with their due diligence review of the MoneyHero Group and its business. Accordingly, the Bridgetown Special Committee considered that Bridgetown may not have properly valued such business.

 

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•

Non-Survival of Representations, Warranties or Covenants of CGCL. The Bridgetown Special Committee considered that the terms of the Business Combination Agreement provide that Bridgetown will not have any surviving remedies against CGCL or its subsidiaries after the Closing to recover for losses as a result of any inaccuracies or breaches of CGCL’s representations, warranties, covenants, obligations or other agreements set forth in the Business Combination Agreement, or any certificate or instruments delivered pursuant to the Business Combination Agreement (save for termination of the Business Combination Agreement or in the case of claims against a person in respect of such person’s fraud). As a result, Bridgetown’s shareholders could be adversely affected by, among other things, a decrease in the financial performance or worsening of financial condition of the MoneyHero Group prior to Closing, whether determined before or after the Closing, without any ability to reduce the number of shares to be issued in the Business Combination or recover for the amount of any damages. The Bridgetown Special Committee determined that this structure was appropriate and customary in light of the fact that several similar transactions include similar terms.

 

•

Litigation. The Bridgetown Special Committee considered the possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could enjoin consummation of the Business Combination.

 

•

Fees and Expenses. The Bridgetown Special Committee considered the fees and expenses associated with completing the Business Combination.

 

•

Diversion of Management. The Bridgetown Special Committee considered the potential for diversion of management and employee attention during the period prior to the completion of the Business Combination, and the potential negative effects on the MoneyHero Group’s business.

 

•

Lack of PIPE Financing. The Bridgetown Special Committee considered that there was no PIPE financing process and therefore no third party valuation of the MoneyHero Group on which the Bridgetown Special Committee could rely to support the implied pro forma enterprise value in connection with the Business Combination.

 

Q:	May Bridgetown, Sponsor or Bridgetown’s directors, officers, advisors or their affiliates purchase shares in connection with the Business Combination?

 

A:

In connection with the shareholder vote to approve the Proposals, Bridgetown and its affiliates may purchase shares prior to Closing from shareholders who would have otherwise elected to have their shares redeemed for a pro rata portion of the Trust Account upon consummation of the Business Combination. Such privately negotiated purchase arrangements could include a contractual acknowledgement that such shareholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. Bridgetown’s directors, officers, advisors or their affiliates also may purchase shares from holders of Bridgetown Class A Ordinary Shares who have already elected to exercise their redemption rights, in which event such selling shareholders would be required to revoke their prior elections to redeem their shares. Any such transaction would be separately negotiated. The consideration for any such transaction would consist of cash and/or Bridgetown Shares owned by the Sponsor and/or Bridgetown’s directors, officers, advisors or their affiliates. While Sponsor, Bridgetown’s directors, officers, advisors or their affiliates currently have no such plans, they reserve the right to do so. The purpose of these purchases could be to increase the amount of cash available to Bridgetown for use in the Business Combination to satisfy the Minimum Cash Condition, where it appears that such requirement would otherwise not be met. Separately, however, Sponsor has entered into Non-Redemption Deeds in favor of each of the FWD Parties pursuant to which, among other things, Sponsor has offered to pay to the FWD Parties certain compensation in exchange for such FWD Party (i) not exercising its redemption rights with respect to the Bridgetown Class A Ordinary Shares held by it, (ii) voting in favor of the Business Combination, (iii) not selling or transferring any of the Bridgetown Class A Ordinary Shares held by it prior to the closing of the Initial Merger, and (iv) not exercising its dissenters’ rights pursuant to the Cayman Companies Act in connection with the Initial Merger.

 

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None of Bridgetown, Sponsor or Bridgetown’s directors, officers, advisors or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller. Any public share purchased by Sponsor or Bridgetown’s directors, officers, advisors or their respective affiliates will not be purchased at a price higher than the price offered through the redemption process in connection with the Business Combination, or be voted in favor of the Business Combination, and such purchaser will not have redemption rights with respect to these shares. Prior to the Extraordinary General Meeting, Bridgetown will disclose in a Current Report on Form 8-K: (i) the amount of Bridgetown’s securities purchased outside of the redemption offer by Sponsor or its affiliates, along with the purchase price; (ii) the purpose of the purchases by Sponsor or its affiliates; (iii) the impact, if any, of the purchases by Sponsor or its affiliates on the likelihood that the Business Combination transaction will be approved; (iv) the identities of the selling shareholders who sold to Sponsor or its affiliates (if not purchased on the open market) or the nature of the selling shareholders (e.g., 5% security holders) who sold to Sponsor or its affiliates; and (iv) the number of securities for which Bridgetown has received redemption requests pursuant to its redemption offer.

These newly purchased shares would be subject to limitations on resale under Rule 144 of the Securities Act as “control securities,” to the extent those shares were acquired by or by an affiliate of Bridgetown, unless they are registered on a subsequent registration statement filed under the Securities Act.

Entering into any such incentive arrangements may have an effect lowering the price of Bridgetown’s shares or possibly reducing the public float of PubCo Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the Extraordinary General Meeting. In addition, if such purchases are made, the public float of PubCo Shares and the number of its beneficial holders may be reduced, possibly making it difficult to maintain the quotation, listing or trading of its shares on a national securities exchange.

 

Q:	Did the Bridgetown Special Committee obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

 

A:

Yes. The Bridgetown Special Committee obtained a third-party fairness opinion from its independent financial advisor, Houlihan Capital, LLC, dated May 24, 2023, to the effect that the Business Combination, as of that date and based on and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications set forth in such opinion, is fair to Bridgetown and the unaffiliated shareholders of Bridgetown from a financial point of view.

Please see the section titled “The Business Combination Proposal—Opinion of Houlihan Capital” and the opinion of Houlihan Capital attached hereto as Annex D for additional information.

 

Q:	Did the Bridgetown Special Committee consider the interests of Mr. Richard Li and Mr. Daniel Wong in CGCL?

 

A:

No, the Bridgetown Special Committee was formed because of the interests of Mr. Richard Li and Mr. Daniel Wong in CGCL and related conflicts of interest. Given the proposed Business Combination is with CGCL which is an affiliate of Sponsor and Bridgetown and the requirements of the Bridgetown Articles, the Bridgetown Special Committee consists of all the members of the Bridgetown Board other than Mr. Daniel Wong, and no such members of the Bridgetown Special Committee have any interests in CGCL. The Bridgetown Special Committee was formed to consider the fairness of the Business Combination from the perspective of Bridgetown Public Shareholders which are unaffiliated with Sponsor. As noted above, the Bridgetown Special Committee also obtained a fairness opinion from its independent financial advisor, Houlihan Capital, LLC, dated May 24, 2023, to the effect that the Business Combination, as of that date and based on and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications set forth in such opinion, is fair to Bridgetown and the unaffiliated shareholders of Bridgetown from a financial point of view.

 

Please see the section titled “The Business Combination Proposal—Opinion of Houlihan Capital” and the opinion of Houlihan Capital attached hereto as Annex D for additional information.

 

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Q:	What is expected to happen in the Business Combination?

 

A:

In accordance with the terms and subject to the conditions of the Business Combination Agreement, the parties to the Business Combination Agreement have agreed that, in connection with the Closing, the parties shall undertake a series of transactions pursuant to which (i) Bridgetown shall merge with and into Bridgetown Merger Sub, with Bridgetown Merger Sub being the surviving company and remaining as a wholly-owned subsidiary of PubCo, and (ii) following the Initial Merger, CGCL Merger Sub shall merge with and into CGCL, with CGCL being the surviving company and becoming a wholly-owned subsidiary of PubCo. The Initial Merger, the Acquisition Merger and the other transactions contemplated by the Business Combination Agreement are referred to as the “Business Combination.”

At the Initial Merger Effective Time: (i) each Bridgetown Unit (each consisting of one Bridgetown Class A Ordinary Share and one-third of one Bridgetown Warrant) issued and outstanding immediately prior to the Initial Merger Effective Time shall be automatically separated and the holder thereof shall be deemed to hold one Bridgetown Class A Ordinary Share and one-third of a Bridgetown Warrant; provided that no fractional Bridgetown Warrants shall be issued in connection with such separation such that if a holder of such Units would be entitled to receive a fractional Bridgetown Warrant upon such separation, the number of Bridgetown Warrants to be issued to such holder upon such separation will be rounded down to the nearest whole number of Bridgetown Warrants; (ii) immediately following the separation of each Unit, (a) each Bridgetown Class A Ordinary Share (excluding Bridgetown Class A Ordinary Shares that are held by Bridgetown shareholders that validly exercise their redemption rights, Bridgetown Class A Ordinary Shares that are held by Bridgetown shareholders that exercise and perfect their relevant dissenters’ rights and Bridgetown treasury shares) issued and outstanding immediately prior to the Initial Merger Effective Time shall be cancelled in exchange for the right to receive one PubCo Class A Ordinary Share, (b) each Bridgetown Class B Ordinary Share issued and outstanding immediately prior to the Initial Merger Effective Time shall be cancelled in exchange for the right to receive one PubCo Class B Ordinary Share, and (c) the outstanding portion of any Working Capital Loans immediately prior to the Initial Merger Effective Time will automatically be cancelled in exchange for the right to receive a number of newly issued PubCo Class A Ordinary Shares that is equal to the quotient obtained by dividing (x) the aggregate amount outstanding under such Working Capital Loans up to but not exceeding $5,000,000 (subject to such increases as may be agreed in writing between Bridgetown and CGCL) outstanding immediately prior to the Initial Merger Effective Time by (y) 10.00, without interest, subject to rounding; and (iii) each Bridgetown Warrant outstanding immediately prior to the Initial Merger Effective Time shall cease to be a warrant with respect to Bridgetown Shares and be assumed by PubCo and converted into a warrant to purchase one PubCo Class A Ordinary Share, subject to substantially the same terms and conditions as in effect prior to Initial Merger Effective Time.

In addition, at the Acquisition Effective Time: (i) each issued and outstanding CGCL Share (excluding such shares for which their shareholders exercise and perfect their relevant dissenters’ rights and CGCL treasury shares) immediately prior to the Acquisition Effective Time shall be cancelled in exchange for the right to receive 0.307212 of a newly issued PubCo Class A Ordinary Share; (ii) each outstanding option to purchase CGCL Shares under an incentive plan of CGCL immediately prior to the Acquisition Effective Time shall be assumed by PubCo and converted into an option in respect of such number of newly issued PubCo Class A Ordinary Shares as determined in accordance with the Business Combination Agreement, (iii) the unexercised portion of the Existing Call Option (as defined in this proxy statement/prospectus) immediately prior to the Acquisition Effective Time shall, automatically and without any required action on the part of PMIL, be assumed by PubCo and converted into a PubCo Call Option under the PubCo Call Option Agreement, and (iv) each CGCL Warrant outstanding immediately prior to the Acquisition Effective Time shall cease to be a warrant with respect to CGCL Shares and be assumed by PubCo and converted into a PubCo Warrant to purchase such number of newly issued PubCo Class A Ordinary Shares as determined in accordance with the CGCL Class A Warrant Supplemental Deed, CGCL Class C Warrant Supplemental Deed, PubCo Class A Warrant Instrument, PubCo Class C-1 Warrant Instrument or PubCo Class C-2 Warrant Instrument, as applicable. Immediately after the Acquisition Effective Time and without any action

 

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on the part of any holder of PubCo Class A Ordinary Shares, PubCo shall take all actions necessary (including the execution and delivery of all required authorizations, instructions, documents and other instruments) to redesignate each PubCo Class A Ordinary Share that was exchanged from a preference share of CGCL into one PubCo Preference Share. For details on the transactions involved in the Business Combination, see the sections titled “The Business Combination Proposal” and “The Initial Merger Proposal.”

 

Q:	What shall be the relative equity stakes of Bridgetown shareholders and CGCL shareholders in PubCo upon completion of the Business Combination and what effect will potential sources of dilution have on those equity stakes?

 

A:	Upon consummation of the Business Combination, PubCo shall become a new listed company and CGCL shall be a wholly-owned subsidiary of PubCo. The former security holders of Bridgetown and CGCL shall all become security holders of PubCo.

Pursuant to the Bridgetown Articles, in connection with the completion of the Business Combination, holders of Bridgetown Class A Ordinary Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the Bridgetown Articles. Payment for such redemptions shall come from the Trust Account.

Upon consummation of the Business Combination, the post-Closing share ownership of PubCo would be as follows under (i) the No Redemption Scenario; (ii) the Interim Redemption Scenario, (iii) the Maximum Redemption Scenario A and (iv) the Maximum Redemption Scenario B, assuming that (a) all CGCL Class C Warrants held by PMIL immediately prior to the Acquisition Effective Time will either be automatically exercised for CGCL Class C Ordinary Shares immediately prior to the Acquisition Effective Time or be replaced by PubCo Class C-1 Warrants at the Acquisition Effective Time and all such PubCo Class C-1 Warrants will be automatically converted into PubCo Class A Ordinary Shares as soon as practicable after the Acquisition Effective Time and (b) the maximum number of PubCo Class A Ordinary Shares issuable under the Working Capital Loan Capitalization Agreement will be issued at the Initial Merger Effective Time. If the actual facts are different from the foregoing assumptions, the figures in the table that follows will be different. For more information on the CGCL Class C Warrants and PubCo C-1 Warrants, see the section titled “Description of PubCo Securities—Warrants—PubCo Class C-1 Warrants and PubCo Class C-2 Warrants.” For a more detailed description of share ownership upon consummation of the Business Combination, see the section titled “Beneficial Ownership of Securities.”

 

		Share Ownership in PubCo
		Pro Forma Combined (No Redemption Scenario)				Pro Forma Combined (Interim Redemption Scenario)				Pro Forma Combined (Maximum Redemption Scenario A)				Pro Forma Combined (Maximum Redemption Scenario B)
			12,705,391				12,705,391				12,705,391				12,705,391
CGCL Shareholders			(29.43	%)			(35.66	%)			(38.41	%)			(39.86	%)
			15,093,034				7,546,517				5,000,000				3,793,034
Bridgetown Public Shareholders			(34.96	%)			(21.18	%)			(15.11	%)			(11.90	%)
			15,374,838				15,374,838				15,374,838				15,374,838
Bridgetown Sponsor/Directors/Advisors(1)			(35.61	%)			(43.16	%)			(46.48	%)			(48.24	%)
			43,173,263				35,626,746				33,080,229				31,873,263
Total			(100	%)			(100	%)			(100	%)			(100	%)

Note:

 

(1)	Pursuant to the Sponsor Support Agreement and the Non-Redemption Deeds, under certain circumstances, Sponsor may be required to forfeit PubCo Shares or sell PubCo Shares in order to generate cash proceeds

 

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and, as a result, the number of PubCo Shares Sponsor will own may be reduced following the Business Combination.

Sponsor has entered into a Non-Redemption Deed in favor of each of FWD Parties, pursuant to which, among other things, subject to such FWD Party (i) voting in favor of the Business Combination, (ii) not exercising its redemption rights with respect to the Bridgetown Class A Ordinary Shares held by it, (iii) not selling or transferring any of the Bridgetown Class A Ordinary Shares held by it prior to the closing of the Initial Merger, and (iv) not exercising its appraisal rights under Section 238 of the Cayman Companies Act, Sponsor has offered to pay to such FWD Party an amount in cash sufficient to guarantee an annual return of 5.0% on the PubCo Class A Ordinary Shares held by such FWD Party and to backstop any loss realized by such FWD Party if it sells any PubCo Class A Ordinary Shares at a price per PubCo Class A Ordinary Share of less than $10.00, subject to certain caps set forth in the Non-Redemption Deeds. Such cash payments to the FWD Parties will be funded through Sponsor selling PubCo Class A Ordinary Shares or PubCo Class B Ordinary Shares held by Sponsor, except that Sponsor shall have the right to purchase all of the remaining PubCo Class A Ordinary Shares held by the FWD Parties as of the end of the five-year period pursuant to the terms and conditions of the Non-Redemption Deeds, and if Sponsor exercises such right, the Non-Redemption Deeds do not require Sponsor to sell PubCo Class A Ordinary Shares to fund such purchase of the remaining PubCo Class A Ordinary Shares held by the FWD Parties as of the end of the five-year period. Sponsor has agreed to a lock-up of the PubCo Class A Ordinary Shares and PubCo Class B Ordinary Shares to be received by it in the Business Combination in connection with its obligations under the Non-Redemption Deeds, subject to certain exceptions (including sales to raise proceeds to satisfy its obligations to the FWD Parties under the Non-Redemption Deeds) and compliance by the FWD Parties with the conditions specified in the Non-Redemption Deeds. Subject to the terms and conditions of the respective Non-Redemption Deeds, Sponsor has also agreed to execute a customary equitable share mortgage granting security interests over the Sponsor Support Shares (as defined in the Non-Redemption Deeds) and an account security covering proceeds of sale of such shares, in each case in favor of the relevant FWD Party to secure its obligations under the applicable Non-Redemption Deed and take such action as such FWD Party may reasonably require for perfecting the security created by such equitable share mortgage and account security. Other Bridgetown Public Shareholders do not have the benefit of the rights afforded to the FWD Parties pursuant to the Non-Redemption Deeds, as described herein, regardless of how such holders vote such Bridgetown Class A Ordinary Shares and regardless of whether such holders exercise redemption rights with respect to such Bridgetown Class A Ordinary Shares. However, neither FWD Party has agreed to the terms set forth in the Non-Redemption Deeds, and there can be no assurance that either FWD Party will (i) vote in favor of the Business Combination, (ii) not exercise its redemption rights with respect to the Bridgetown Class A Ordinary Shares held by it, (iii) not sell or transfer any of the Bridgetown Class A Ordinary Shares held by it prior to the closing of the Initial Merger or (iv) not exercise its appraisal rights under Section 238 of the Cayman Companies Act.

 

21

The table below presents the dilutive effect of (i) an aggregate of 34,453,240 PubCo Class A Ordinary Shares issuable upon the exercise of PubCo Warrants, including (a) 6,164,924 PubCo Class A Ordinary Shares underlying the PubCo Class A Warrants issuable to certain CGCL shareholders, (b) 2,005,263 PubCo Class A Ordinary Shares underlying the PubCo Class C-2 Warrants issuable to Enterprise Innovation Holdings Limited (“EIHL”) or its permitted transferee(s), (c) 19,833,117 PubCo Class A Ordinary Shares underlying the PubCo Public Warrants issuable to holders of Bridgetown Public Warrants outstanding immediately prior to the Initial Merger Effective Time, and (d) 6,449,936 PubCo Class A Ordinary Shares underlying the PubCo Sponsor Warrants issuable to Sponsor; (ii) an aggregate of 2,005,460 PubCo Class A Ordinary Shares issuable to PMIL under the PubCo Call Option Agreement; and (iii) PubCo Class A Ordinary Shares that are expected to be reserved for issuance under the PubCo Equity Plan to be adopted at Closing. As a result of these factors and additional PubCo Class A Ordinary Shares issuable in connection with the CGCL Class C Warrants held by PMIL and under the Working Capital Loan Capitalization Agreement, as described above, Bridgetown Public Shareholders who choose not to redeem their Bridgetown Class A Ordinary Shares may experience immediate and material dilution following Closing.

 

		Share Ownership in PubCo
		Pro Forma Combined (No Redemption Scenario)				Pro Forma Combined (Interim Redemption Scenario)				Pro Forma Combined (Maximum Redemption Scenario A)				Pro Forma Combined (Maximum Redemption Scenario B)
			22,881,038				22,881,038				22,881,038				22,881,038
CGCL Shareholders(2)			(24.49	%)			(27.06	%)			(28.05	%)			(28.55	%)
Shares Initially Reserved for Issuance under the PubCo Equity Plan(3)			13,815,895				12,484,157				12,034,772				11,821,778
			(14.78	%)			(14.76	%)			(14.75	%)			(14.75	%)
			15,093,034				7,546,517				5,000,000				3,793,034
Bridgetown Public Shareholders			(16.15	%)			(8.92	%)			(6.13	%)			(4.73	%)
			19,833,117				19,833,117				19,833,117				19,833,117
Bridgetown Public Warrantholders(4)			(21.22	%)			(23.45	%)			(24.31	%)			(24.74	%)
Bridgetown Sponsor/Directors/Advisors(1)(5)			21,824,774				21,824,774				21,824,774				21,824,774
			(23.36	%)			(25.81	%)			(26.75	%)			(27.23	%)
			93,447,858				84,569,603				81,573,701				80,153,741
Total			(100.00	%)			(100.00	%)			(100.00	%)			(100.00	%)

Notes:

 

(2)

Represents the sum of (i) 7,801,661 PubCo Class A Ordinary Shares and 4,903,730 PubCo Preference Shares issuable to CGCL shareholders as merger consideration, assuming that the CGCL Class C Warrants held by PMIL immediately prior to the Acquisition Effective Time or all PubCo C-1 Warrants to be issued to PMIL at the Acquisition Effective Time will be automatically exercised for shares immediately prior to, or as soon as practicable, after the Acquisition Effective Time, (ii) 6,164,924 PubCo Class A Ordinary Shares underlying the PubCo Class A Warrants issuable to certain CGCL shareholders, (iii) 2,005,263 PubCo Class A Ordinary Shares underlying the PubCo Class C-2 Warrants issuable to EIHL or its permitted transferee(s), and (iv) 2,005,460 PubCo Class A Ordinary Shares issuable to PMIL under the PubCo Call Option Agreement.

(3)

Represents the sum of (i) 15% of PubCo’s fully-diluted share capital immediately after the Acquisition Effective Time, plus (ii) the product of the total number of CGCL Ordinary Shares reserved for issuance with respect to any outstanding CGCL Options under the 2022 Plan immediately prior to the Acquisition Effective Time multiplied by the Exchange Ratio, plus (iii) the product of the total number of remaining CGCL Ordinary Shares reserved but not yet issued under the 2022 Plan immediately prior to the Acquisition Effective Time multiplied by the Exchange Ratio; provided that the calculation in subpart (iii) shall not include any CGCL Ordinary Shares included in subpart (ii), unless otherwise determined by the PubCo Board.

 

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(4)

Represents PubCo Class A Ordinary Shares issuable upon the exercise of PubCo Public Warrants to be issued to holders of Bridgetown Public Warrants in connection with the conversion of these warrants at the Initial Merger Effective Time. Pursuant to the Existing Warrant Agreement, Bridgetown shall round down to the nearest whole number the number of Bridgetown Public Warrants to be issued to holders of these warrants who elect to separately trade their Bridgetown Class A Ordinary Shares and Bridgetown Public Warrants comprising the Units. As a result, the total number of Bridgetown Public Warrants that will be outstanding immediately prior to the Initial Merger Effective Time is expected to be lower than that in the table above.

(5)

Represents the sum of (i) 14,874,838 PubCo Class B Ordinary Shares issuable, as merger consideration, to Sponsor and Bridgetown directors and certain other advisors of Bridgetown to whom Sponsor has transferred Bridgetown Shares, (ii) 500,000 PubCo Class A Ordinary Shares issuable to Sponsor under the Working Capital Loan Capitalization Agreement, and (iii) 6,449,936 PubCo Class A Ordinary Shares underlying the PubCo Sponsor Warrants issuable to Sponsor.

 

Q:	How will the effective rate of underwriting discounts and commissions paid on capital raised in Bridgetown’s initial public offering and retained after the Business Combination be affected by redemptions?

 

A:

Bridgetown sold 55,000,000 Units in its initial public offering (the “IPO”), with investors paying $10.00 per Bridgetown Share, representing gross IPO proceeds of $550,000,000, and an additional 4,499,351 Units for gross proceeds of $44,993,510 in connection with the underwriters’ partial exercise of their over-allotment options. The underwriters in the IPO received $8,174,902 upon completion of the IPO and waived their entitlement to receive an additional $17,849,805 upon consummation of the Business Combination, resulting in a 1.49% rate of underwriting discounts and commissions after giving effect to such waiver. However, the effective rate of underwriting discounts and commissions paid by Bridgetown and borne indirectly by its non-redeeming shareholders will be higher after taking into account proceeds used to redeem the Bridgetown Shares of redeeming shareholders. Under the No Redemption Scenario, the Interim Redemption Scenario and the Maximum Redemption Scenario A, the effective rate of underwriting commissions paid by Bridgetown would be approximately 5.22%, 10.44% and 15.76% as a percentage of gross cash in the Trust Account immediately after redemption in each scenario, respectively.

 

Q:	What are the U.S. federal income tax consequences of the Initial Merger to U.S. holders of Bridgetown Shares?

 

A:

As discussed more fully in “Material Tax Considerations—Effects of the Business Combination to U.S. Holders,” Skadden, Arps, Slate, Meagher & Flom LLP has delivered an opinion that the Initial Merger should qualify as a “reorganization” within the meaning of Section 368(a)(l)(F) of the Code. In accordance with such opinion, subject to the limitations and qualifications therein, U.S. Holders (as defined in “U.S. Federal Income Tax Considerations”) of Bridgetown Securities (as defined in “U.S. Federal Income Tax Considerations”) should generally not recognize gain or loss for U.S. federal income tax purposes on the Initial Merger. Please see the section titled “Material Tax Considerations—Effects of the Business Combination to U.S. Holders” for additional information.

 

Q:	What are the U.S. federal income tax consequences of exercising my redemption rights?

 

A:

It is expected that a U.S. Holder (as defined in the section titled “Material Tax Considerations”) that exercises its redemption rights to receive cash from the Trust Account in exchange for its Bridgetown Shares will generally be treated as selling such ordinary shares resulting in the recognition of capital gain or capital loss, subject to the applicability of the PFIC rules (such rules are discussed more fully in the section titled “Material Tax Considerations—Passive Foreign Investment Company Status”). There may be certain circumstances, however, in which the redemption may be treated as a distribution for U.S. federal income

 

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tax purposes depending on the amount of Bridgetown Shares that such U.S. Holder owns or is deemed to own (including through the ownership of warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see the section titled “Material Tax Considerations—Effects to U.S. Holders of Exercising Redemption Rights” for additional information.

All holders considering exercising redemption rights should consult their tax advisors regarding the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.

 

Q:	What conditions must be satisfied to complete the Business Combination?

 

A:	There are a number of closing conditions to the Business Combination, including, but not limited to, the following:

 

•

approval of the Business Combination and the Initial Merger by the Bridgetown shareholders and approval of the Business Combination and the Acquisition Merger by CGCL shareholders;

 

•

the registration statement of which this proxy statement/prospectus is a part shall have become effective under the Securities Act, no stop order suspending the effectiveness of the registration statement shall have been issued, and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn;

 

•

PubCo’s initial listing application with Nasdaq in connection with the Business Combination Transactions shall have been conditionally approved and, immediately following the Closing, PubCo shall satisfy any applicable initial and continuing listing requirements of Nasdaq and PubCo shall not have received any written notice of material non-compliance therewith;

 

•

receipt of approval for PubCo Ordinary Shares issued in connection with the Business Combination Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuance;

 

•

no governmental authority shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) or governmental order that is then in effect and which has the effect of making the Initial Merger Closing or the Acquisition Merger Closing illegal or which otherwise prevents or prohibits consummation of the Initial Merger Closing or the Acquisition Merger Closing, other than any such restraint that is immaterial;

 

•

the MAS de-SPAC Condition shall have been satisfied; and

 

•

Bridgetown shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after accounting for share redemptions in connection with the Business Combination.

For a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section titled “The Business Combination Proposal—The Business Combination Agreement.”

 

Q:	How many votes do I have at the Extraordinary General Meeting?

 

A:

Bridgetown shareholders are entitled to one vote at the Extraordinary General Meeting for each Bridgetown Share held of record as of September 1, 2023, the record date for the Extraordinary General Meeting (the “record date”). As of the close of business on the record date, there were 29,967,872 Bridgetown Shares outstanding. This includes 15,093,034 Bridgetown Class A Ordinary Shares and 14,874,838 Bridgetown Class B Ordinary Shares.

 

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Q:	What vote is required to approve the Proposals presented at the Extraordinary General Meeting?

 

A:	The following votes are required for each proposal at the Extraordinary General Meeting:

 

•

Business Combination Proposal—The approval of the Business Combination Proposal will require an ordinary resolution under the Bridgetown Articles, being the affirmative vote of the holders of a majority of the issued and outstanding Bridgetown Shares entitled to vote, who attend, in person or by proxy, and vote thereupon at the Extraordinary General Meeting.

 

•

Initial Merger Proposal—The authorization of the Initial Merger Proposal will require a special resolution under the Cayman Companies Act, being the affirmative vote of the holders of at least two-thirds of the issued and outstanding Bridgetown Shares entitled to vote, who attend, in person or by proxy, and vote thereupon at the Extraordinary General Meeting.

 

•

Adjournment Proposal—The approval of the Adjournment Proposal will require an ordinary resolution under the Bridgetown Articles, being the affirmative vote of the holders of a majority of the issued and outstanding Bridgetown Shares entitled to vote, who attend, in person or by proxy, and vote thereupon at the Extraordinary General Meeting.

For purposes of the Extraordinary General Meeting, an abstention occurs when a shareholder attends the meeting and does not vote or returns a proxy with an “abstain” vote.

If you are a Bridgetown shareholder that attends the Extraordinary General Meeting and fails to vote on the Business Combination, Initial Merger or Adjournment Proposals, or if you respond to such proposals with an “abstain” vote, your failure to vote or “abstain” vote in each case will have no effect on the vote count for such proposals.

Bridgetown shareholders are entitled to one vote at the Extraordinary General Meeting for each Bridgetown Share held of record as of the record date. As of the record date, Bridgetown had 29,967,872 Bridgetown Shares issued and outstanding, of which 15,093,034 were Bridgetown Class A Ordinary Shares and 14,874,838 were Bridgetown Class B Ordinary Shares.

Pursuant to the Sponsor Support Agreement, Sponsor has agreed to vote its 12,376,887 Bridgetown Class B Ordinary Shares held as of the record date in favor of each of the proposals being presented at the Extraordinary General Meeting. In addition, pursuant to that certain letter agreement between Bridgetown, Sponsor and Bridgetown’s officer, directors and certain of its advisors, dated as of October 15, 2020, Sponsor and these Bridgetown officer, directors and advisors have agreed to vote the Bridgetown Shares held by them as of the record date in favor of each of the proposals being presented at the Extraordinary General Meeting.

Assuming all holders that are entitled to vote on such matters vote all of their Bridgetown Shares in person or by proxy, 14,983,937 Bridgetown Shares will need to be voted in favor of each of the Business Combination Proposal and the Adjournment Proposal in order to approve each of the Business Combination Proposal and Adjournment Proposal, and of these 14,983,937 Bridgetown Shares, 109,099 of the shares not held by Sponsor or Bridgetown’s directors, officers or advisors, which represent 0.7% of the total shares not held by Sponsor or Bridgetown’s directors, officers or advisors and 0.4% of the total Bridgetown Shares entitled to vote, need to be voted in favor to approve each of the Business Combination Proposal and the Adjournment Proposal. Assuming only holders of the minimum number of shares representing a quorum vote all of their Bridgetown Shares in person or by proxy, 7,491,969 Bridgetown Shares will need to be voted in favor of each of the Business Combination Proposal and the Adjournment Proposal in order to approve each of the Business Combination Proposal and Adjournment Proposal, and of these 7,491,969 Bridgetown Shares, none of the shares not held by Sponsor or Bridgetown’s directors, officers or advisors need to be voted in favor to approve each of the Business Combination Proposal and the Adjournment Proposal.

Assuming all holders that are entitled to vote on such matters vote all of their Bridgetown Shares in person or by proxy, 19,978,582 Bridgetown Shares will need to be voted in favor of the Initial Merger Proposal in order to approve the Initial Merger Proposal, and of these 19,978,582 shares, 5,103,744 of the shares not

 

25

held by Sponsor or Bridgetown directors or officers, which represent 34.1% of the total shares not held by Sponsor or Bridgetown directors or officers and 17.0% of the total Bridgetown Shares entitled to vote, need to be voted in favor to approve the Initial Merger Proposal. Assuming only holders of the minimum number of shares representing a quorum vote all of their Bridgetown Shares in person or by proxy, 9,989,292 Bridgetown Shares will need to be voted in favor of the Initial Merger Proposal in order to approve the Initial Merger Proposal, and of these 9,989,292 shares, none of the shares not held by Sponsor or Bridgetown directors or officers need to be voted in favor to approve the Initial Merger Proposal.

 

Q:	What constitutes a quorum at the Extraordinary General Meeting?

 

A:

A quorum shall be present at the Extraordinary General Meeting if the holders of a majority of the issued and outstanding Bridgetown Shares entitled to vote at the Extraordinary General Meeting are present in person or by proxy. In the absence of a quorum within half an hour from the time appointed for the Extraordinary General Meeting to commence, the Extraordinary General Meeting shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the directors of Bridgetown may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the adjourned meeting to commence, the members present shall be a quorum.

As of the record date, 14,983,937 Bridgetown Shares would be required to achieve a quorum.

 

Q:	How do the insiders of Bridgetown intend to vote on the Proposals?

 

A:

Sponsor, Bridgetown’s directors and certain advisors of Bridgetown to whom Sponsor transferred Bridgetown Shares beneficially own and are entitled to vote an aggregate of approximately 49.6% of the issued and outstanding Bridgetown Shares. These parties are required by certain agreements to vote their securities in favor of the Proposals at the meeting.

Pursuant to the Non-Redemption Deeds, subject to each FWD Party (i) voting in favor of the Business Combination, (ii) not exercising its redemption rights with respect to the Bridgetown Class A Ordinary Shares held by it, (iii) not selling or transferring any of the Bridgetown Class A Ordinary Shares held by it prior to the closing of the Initial Merger, and (iv) not exercising its appraisal rights under Section 238 of the Cayman Companies Act, Sponsor has offered to pay to such FWD Party an amount in cash sufficient to assure each FWD Party of an annual return of 5.0% on the PubCo Class A Ordinary Shares held by such FWD Party over a five-year period commencing on the date of the Acquisition Closing and to compensate such FWD Party for any loss realized by it if it sells any PubCo Class A Ordinary Shares at a price per PubCo Class A Ordinary Share of less than $10.00 during such period (and for any unrealized loss at the end of such period), subject to certain caps set forth in the Non-Redemption Deeds. Such cash payments to the FWD Parties will be funded through Sponsor selling PubCo Class A Ordinary Shares issued upon conversion of PubCo Class B Ordinary Shares held by Sponsor, except that Sponsor shall have the right to purchase all of the remaining PubCo Class A Ordinary Shares held by the FWD Parties as of the end of such five-year period pursuant to the terms and conditions of the Non-Redemption Deeds, and if Sponsor exercises such right, the Non-Redemption Deeds do not require Sponsor to sell PubCo Class A Ordinary Shares to fund such purchase of the remaining PubCo Class A Ordinary Shares held by the FWD Parties as of the end of the five-year period. Sponsor has agreed to a lock-up of the PubCo Class A Ordinary Shares and PubCo Class B Ordinary Shares to be received by it in the Business Combination in connection with its obligations under the Non-Redemption Deeds, subject to certain exceptions (including sales to raise proceeds to satisfy its obligations to the FWD Parties under the Non-Redemption Deeds) and compliance by the FWD Parties with the conditions specified in the Non-Redemption Deeds. Subject to the terms and conditions of the respective Non-Redemption Deeds, Sponsor has also agreed to execute a customary equitable share mortgage granting security interests over the Sponsor Support Shares (as defined in the Non-Redemption Deeds) and an account security covering proceeds of sale of such shares, in each case in favor of such FWD Party to secure its obligations under the applicable Non-Redemption Deed and take such

 

26

action as the relevant FWD Party may reasonably require for perfecting the security created by such equitable share mortgage and account security. Other Bridgetown Public Shareholders do not have the benefit of the rights afforded to the FWD Parties pursuant to the Non-Redemption Deeds, as described herein, regardless of how such holders vote such Bridgetown Class A Ordinary Shares and regardless of whether such holders exercise redemption rights with respect to such Bridgetown Class A Ordinary Shares or realize losses on its Bridgetown Class A Ordinary Shares. However, neither FWD Party has agreed to the terms set forth in the Non-Redemption Deeds, and there can be no assurance that either FWD Party will (i) vote in favor of the Business Combination, (ii) not exercise its redemption rights with respect to the Bridgetown Class A Ordinary Shares held by it, (iii) not sell or transfer any of the Bridgetown Class A Ordinary Shares held by it prior to the closing of the Initial Merger or (iv) not exercise its appraisal rights under Section 238 of the Cayman Companies Act.

 

Q:	What interests do Bridgetown’s Sponsors, directors, officers and certain advisors have in the Business Combination?

 

A:

Bridgetown’s Sponsor, directors, officers and certain advisors, who together hold all of the outstanding Founder Shares, and their affiliates have interests that are different from or in addition to, and may conflict with, those of Bridgetown Public Shareholders and holders of Bridgetown Public Warrants generally. The existence of financial and personal interests of these individuals may result in conflicts of interest on the part of them between what they may believe is in the best interests of Bridgetown and what they may believe is best for themselves. Similarly, the interests of members of the Bridgetown Special Committee or the Bridgetown Board may also result in conflicts of interest between what they believe is the best interests of Bridgetown and what they may believe is best for themselves. These interests include, among other things, the interests listed below:

 

•

Sponsor directly holds (i) 12,659,892 Founder Shares, which have an imputed value of $130,776,684.36 based on the closing price of Bridgetown Class A Ordinary Shares of $10.33 on the record date, and (ii) 6,449,936 Private Placement Warrants, which have an imputed value of $1,612,484.00 based on the closing price of Bridgetown Public Warrants of $0.25 on the record date. In addition, 594,946 PubCo Class B Ordinary Shares to be issued to Mr. Teichman in the Initial Merger in exchange for 594,946 Bridgetown Class B Ordinary Shares currently held by him (representing 1.38% of the equity interest and 3.66% of the voting power in PubCo if no Bridgetown Class A Ordinary Shares are redeemed in connection with the Business Combination) are subject to potential transfer to Sponsor at Sponsor’s sole discretion for no consideration, and Sponsor reserves the right to reallocate all or a portion of such PubCo Class B Ordinary Shares among its affiliates and its and its affiliates’ employees, based upon their contributions to Sponsor and/or its affiliates and the stock price performance of PubCo Class A Ordinary Shares following the Closing Date. The 594,946 Bridgetown Class B Ordinary Shares currently held by Mr. Teichman have an imputed value of $6,145,792.18 based on the closing price of Bridgetown Class A Ordinary Shares as of the record date. The Founder Shares, which were purchased by Sponsor prior to the IPO for an aggregate price of $25,000, or $0.002 per Founder Share, will be exchanged at the Initial Merger Effective Time for the same number of PubCo Class B Ordinary Shares, each carrying 10 votes per PubCo Class B Ordinary Share. The Private Placement Warrants, which were purchased by Sponsor concurrently with the IPO for an aggregate price of $9,674,904, or $1.50 per Private Placement Warrant, will be exchanged at the Initial Merger Effective Time for the same number of PubCo Sponsor Warrants, each entitling Sponsor to purchase one PubCo Class A Ordinary Share at $11.50, subject to adjustment. Daniel Wong, Bridgetown’s Chief Executive Officer and Chief Financial Officer and a member of the Bridgetown Board, and Matt Danzeisen, the Chairman of Bridgetown and the Bridgetown Special Committee, are two of the four managers of Sponsor and may each be deemed to beneficially own the Founder Shares and the Private Placement Warrants held by Sponsor. Mr. Li also may be deemed to beneficially own the Founder Shares and the Private Placement Warrants held by Sponsor by virtue of being the indirect owner of the sole member of Sponsor.

 

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In addition, (i) Mr. Wong directly holds 1,600,000 Founder Shares, which (a) were acquired by Mr. Wong from Sponsor for nil consideration, (b) have an imputed value of $16,528,000.00 based on the closing price of Bridgetown Class A Ordinary Shares of $10.33 on the record date, and (c) will be exchanged at the Initial Merger Effective Time for the same number of PubCo Class B Ordinary Shares, each of which will then be converted into one PubCo Class A Ordinary Share immediately following the Acquisition Merger pursuant to the Daniel Wong Share Conversion Letter; (ii) Steven Teichman, an advisor to Bridgetown, directly holds 594,946 Founder Shares, which (a) were acquired by Mr. Teichman from Sponsor for nil consideration, (b) have an imputed value of $6,145,792.18 based on the closing price of Bridgetown Class A Ordinary Shares of $10.33 on the record date, and (c) will be exchanged at the Initial Merger Effective Time for the same number of PubCo Class B Ordinary Shares, each carrying 10 votes per PubCo Class B Ordinary Share, subject to Mr. Teichman’s obligation to potentially transfer to Sponsor, at Sponsor’s sole discretion for no consideration, 594,946 PubCo Class B Ordinary Shares to be issued to him in the Initial Merger in exchange for 594,946 Bridgetown Class B Ordinary Shares currently held by him, subject to reallocation by Sponsor in the manner referred to above; and (iii) each of John R. Hass, Samuel Altman and In Joon Hwang, directors of Bridgetown, and Kenneth Ng, an advisor to Bridgetown, directly holds 5,000 Founder Shares, which (a) were acquired by each of John R. Hass, Samuel Altman, In Joon Hwang and Kenneth Ng from Sponsor for nil consideration, (b) have an imputed value of $51,650.00 or $206,600.00 in the aggregate, based on the closing price of Bridgetown Class A Ordinary Shares of $10.33 on the record date, and (c) will be exchanged at the Initial Merger Effective Time for the same number of PubCo Class B Ordinary Shares, each of which will then be converted into one PubCo Class A Ordinary Share immediately following the Acquisition Merger pursuant to the Share Conversion Instruction Letters.

Based on the number of PubCo Ordinary Shares expected to be outstanding immediately after Closing, assuming that (i) all CGCL Class C Warrants held by PMIL immediately prior to the Acquisition Effective Time will either be automatically exercised for CGCL Class C Ordinary Shares immediately prior to the Acquisition Effective Time or be replaced by PubCo Class C-1 Warrants at the Acquisition Effective Time and all such PubCo Class C-1 Warrants will be automatically converted into PubCo Class A Ordinary Shares as soon as practicable after the Acquisition Effective Time, and (ii) the maximum number of PubCo Class A Ordinary Shares issuable under the Working Capital Loan Capitalization Agreement will be issued to Sponsor at the Initial Merger Effective Time, (i) Sponsor is expected to directly hold 39.52% of the equity interest and 79.06% of the voting power in PubCo in the No Redemption Scenario, 49.61% of the equity interest and 84.09% of the voting power of PubCo in the Maximum Redemption Scenario A, and 51.17% of the equity interest and 84.73% of the voting power of PubCo in the Maximum Redemption Scenario B, after taking into account the PubCo Ordinary Shares issuable upon the exercise of PubCo Sponsor Warrants and not taking into account any PubCo Class B Ordinary Shares that may be transferred to Sponsor by Steven Teichman; (ii) Mr. Wong is expected to directly hold 3.71% of the equity interest and less than 1% of the voting power in PubCo immediately after Closing in the No Redemption Scenario, 4.84% of the equity interest and 1.05% of the voting power of PubCo in the Maximum Redemption Scenario A, and 5.02% of the equity interest and 1.06% of the voting power of PubCo in the Maximum Redemption Scenario B; (iii) Mr. Teichman is expected to directly hold 1.38% of the equity interest and 3.66% of the voting power in PubCo in the No Redemption Scenario, 1.80% of the equity interest and 3.90% of the voting power of PubCo in the Maximum Redemption Scenario A and 1.87% of the equity interest and 3.94% of the voting power of PubCo in the Maximum Redemption Scenario B, subject to Mr. Teichman’s obligation to potentially transfer to Sponsor, at Sponsor’s sole discretion for no consideration, 594,946 PubCo Class B Ordinary Shares to be issued to him in the Initial Merger in exchange for 594,946 Bridgetown Class B Ordinary Shares currently held by him, subject to reallocation by Sponsor in the manner referred to above; and (iv) each of John R. Hass, Samuel Altman, In Joon Hwang and Kenneth Ng is expected to directly hold less than 1% of the equity interest and voting power in PubCo in each of the No Redemption Scenario, Interim Redemption Scenario, Maximum Redemption Scenario A and Maximum Redemption Scenario B. In the event Mr. Teichman transfers the 594,946 PubCo Class B Ordinary Shares held by him following the Closing Date to Sponsor, Sponsor is expected to directly

 

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hold 40.72% of the equity interest and 82.58% of the voting power in PubCo in the No Redemption Scenario, 51.11% of the equity interest and 87.83% of the voting power of PubCo in the Maximum Redemption Scenario A, and 52.72% of the equity interest and 88.50% of the voting power of PubCo in the Maximum Redemption Scenario B, after taking into account the PubCo Ordinary Shares issuable upon the exercise of PubCo Sponsor Warrants and assuming that there is no change in the total number of issued and outstanding PubCo Shares between the Closing Date and the date of such transfer.

Given the differential in the purchase price that Sponsor and Bridgetown’s directors, officers and certain advisors, some of which are also members of the Bridgetown Special Committee, paid for the Founder Shares and/or the Private Placement Warrants as compared to the price of the public shares and Bridgetown Public Warrants, Sponsor and these individuals may earn a positive return on their investment, even if Bridgetown Public Shareholders have a negative return on their investment in PubCo.

In addition, the PubCo Sponsor Warrants have more favorable terms than the PubCo Public Warrants in that the PubCo Sponsor Warrants, so long as they are held by Sponsor or any of the Sponsor Permitted Transferees, (i) may be exercised as soon as 30 days after Closing, (ii) may be exercised on a cashless basis at the holder’s option and (iii) will not be redeemable by PubCo, while the PubCo Public Warrants (i) will not be exercisable unless a registration statement under the Securities Act to be filed after Closing with respect to the PubCo Class A Ordinary Shares underlying these warrants is then effective and a prospectus relating thereto is current, (ii) can only be exercised on a cashless basis in certain limited circumstances and (iii) are redeemable by PubCo at a price of $0.01 per warrant at any time after the PubCo Public Warrants become exercisable and prior to their expiration, provided that (a) the last sales price of PubCo Ordinary Shares equals or exceeds $18.00 per PubCo Ordinary Share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) on each of the 20 trading days within a 30-trading-day period ending on the third trading day prior to the date on which PubCo gives proper notice of such redemption and (b) there is an effective registration statement covering the issuance of PubCo Class A Ordinary Shares issuable upon exercise of the PubCo Public Warrants. For additional information on the terms of the PubCo Sponsor Warrants and PubCo Public Warrants and related risks, see the sections titled “Description of PubCo Securities—Warrants—PubCo Public Warrants and PubCo Sponsor Warrants” and “Risk Factors—Risks Related to PubCo and Its Securities—PubCo may redeem your unexpired PubCo Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your PubCo Public Warrants worthless, while PubCo Sponsor Warrants (so long as they are held by Sponsor or any of the Sponsor Permitted Transferees), PubCo Class A Warrants, PubCo Class C-1 Warrants and PubCo Class C-2 Warrants are not redeemable.”

Sponsor and each director and officer of Bridgetown have agreed to vote any Bridgetown Shares they own in favor of the Business Combination and not redeem any Bridgetown Shares they own in connection with the Business Combination and have waived any right, title, interest or claim in or to any monies held in the Trust Account or any other asset of Bridgetown as a result of any liquidation of Bridgetown with respect to the Founder Shares they own. If the Business Combination or another business combination is not consummated by October 15, 2023 or such earlier date as determined by the Bridgetown Board (notwithstanding that the Bridgetown Articles require Bridgetown to consummate the Business Combination by October 20, 2023 (or such earlier date as determined by the Bridgetown Board)), Bridgetown will cease all operations except for the purpose of winding up, redeem 100% of the outstanding public shares for cash and, subject to the approval of its remaining shareholders and the Bridgetown Board, liquidate and dissolve. In such event, the Founder Shares and the Private Placement Warrants would all become worthless because the Founder Shares are not entitled to any redemption or liquidating distribution and the Private Placement Warrants will not be exercisable.

 

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Bridgetown’s Sponsor, directors, officers, certain advisors and their affiliates are entitled to reimbursement of certain out-of-pocket expenses incurred by them in connection with certain activities

 

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on Bridgetown’s behalf, such as identifying and investigating possible business targets and business combinations, if the Business Combination is consummated within the required period. As of the date of this proxy statement/prospectus, Bridgetown’s Sponsor has incurred approximately $6,900,000 of unpaid reimbursable expenses. However, if Bridgetown fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement, and these unpaid reimbursable expenses will not be reimbursed and will be forgiven except to the extent there are funds available to Bridgetown outside of the Trust Account. As of the date of this proxy statement/prospectus, there are no outstanding reimbursable expenses of Bridgetown owed to any of Bridgetown’s directors, officers, or their affiliates, or other affiliates of Sponsor.

 

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Sponsor may make loans from time to time to Bridgetown to fund certain capital requirements. As of the date of this proxy statement/prospectus, Sponsor has loaned an aggregate of $4,568,020 in Working Capital Loans to Bridgetown. Additional loans may be made after the date of this proxy statement/ prospectus. The outstanding balance of Working Capital Loans immediately prior to the Initial Merger Effective Time will automatically be cancelled in exchange for the right to receive a number of newly issued PubCo Class A Ordinary Shares that is equal to the quotient obtained by dividing (x) the aggregate amount outstanding under such Working Capital Loans up to but not exceeding $5,000,000 (subject to such increases as may be agreed in writing between Bridgetown and CGCL) outstanding immediately prior to the Initial Merger Effective Time by (y) 10.00, without interest, subject to rounding. However, if the Business Combination is not consummated within the required period, the loans will not be repaid and will be forgiven except to the extent there are funds available to Bridgetown outside of the Trust Account. None of Bridgetown’s directors, officers, or their affiliates, or other affiliates of Sponsor, have made any loans to Bridgetown.

 

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The total amount that Sponsor and Bridgetown’s directors, officers and advisors are at risk of losing if the Business Combination is not consummated within the required period is approximately $21,167,924, which represents the sum of the (i) $25,000 that Sponsor paid for the Founder Shares, (ii) $9,674,904 that Sponsor paid for the Private Placement Warrants, (iii) approximate amount of Sponsor’s unpaid reimbursable expenses of $6,900,000, and (iv) aggregate of $4,568,020 loaned by Sponsor pursuant to the Working Capital Loans. In addition, certain affiliates of Sponsor and Bridgetown own indirect interests in CGCL, which are summarized in more detail below.

 

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If the Business Combination is consummated within the required period, the total imputed value of the PubCo Class A Ordinary Shares, PubCo Class B Ordinary Shares and PubCo Sponsor Warrants issuable to Sponsor and Bridgetown’s directors, officers and advisors, including the maximum number of PubCo Class A Ordinary Shares issuable under the Working Capital Loan Capitalization Agreement at the Initial Merger Effective Time, is $159,787,958.50, based on the closing price of Bridgetown Class A Ordinary Shares of $10.33 and the closing price of Bridgetown Public Warrants of $0.25 on the record date, and approximately $6,900,000 of unpaid expenses incurred by Sponsor will be reimbursed.

 

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PCCW-HKT Telephone Limited, an affiliate of Sponsor, rents office space to CAGRL, one of CGCL’s Hong Kong subsidiaries, at a rent of HK$179,014.50 per month (exclusive of rates, air-conditioning and management charges and all other outgoings of non-capital capture in connection with the premise), which is payable monthly, under a lease beginning on February 15, 2023 and expiring February 14, 2025.

 

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FWD Singapore Pte Ltd, FWD General Insurance Company Limited and FWD Financial Limited, affiliates of Sponsor, have entered into service agreements with certain of CGCL’s subsidiaries in Singapore and Hong Kong for displaying, promoting and facilitating the purchase of their products.

 

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In addition being Bridgetown’s Chief Executive Officer and Chief Financial Officer, a member of the Bridgetown Board, one of the four managers of Sponsor and a direct holder of 1,600,000 Founder Shares, Mr. Wong is a Senior Vice President at Pacific Century, which has an indirect majority ownership of the FWD group and controls E Capital (Select) Limited. Mr. Wong also holds indirect minority interests of approximately 0.1% in each of EIHL, a member of the FWD group, and PMIL.

 

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These indirect minority interests imply an aggregate indirect ownership interest over approximately 32,533 CGCL Shares (through the holding of PubCo Shares and PubCo Warrants by PMIL and EIHL at the Acquisition Effective Time), which have an imputed value of $99,946.48 based on the number of PubCo Shares into which such CGCL Shares will convert at the Acquisition Effective Time and the implied value of $10.00 per PubCo Class A Ordinary Share upon which the exchange ratio is based, not taking into account the exercise price of the warrants. Furthermore, in addition to being the indirect owner of the sole member of Sponsor, Mr. Li is the majority owner of and controls Pacific Century, which has an indirect majority ownership of the FWD group and controls E Capital (Select) Limited, and the Chairman and an Executive Director of PCCW Limited, a Hong Kong listed company that is the sole parent of PMIL. Mr. Li is the founder of certain trusts, including discretionary trusts in which he can influence how the trustees of such trusts exercise discretion. Through other entities that he directly or indirectly owns, and the trusts, Mr. Li has an interest in an aggregate of 2,391,129,358 shares of PCCW Limited (representing approximately 30.89% of PCCW Limited).

 

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The FWD Parties, which are members of the FWD group, hold an aggregate of 5,000,000 Bridgetown Class A Ordinary Shares (representing 16.68% of Bridgetown and having a value of $51,650,000.00 based on the closing price of Bridgetown Class A Ordinary Shares of $10.33 on the record date) and 1,666,666 Bridgetown Public Warrants (having a value of $416,666.50 based on the closing price of Bridgetown Public Warrants of $0.25 on the record date). Pursuant to and subject to the terms and conditions of the Non-Redemption Deeds, including the performance by the respective FWD Parties of the conditions of (i) not exercising its redemption rights with respect to the Bridgetown Class A Ordinary Shares held by it, (ii) voting in favor of the Business Combination, (iii) not selling or transferring any of the Bridgetown Class A Ordinary Shares held by it prior to the Initial Merger Closing, and (iv) not exercising its dissenters’ rights pursuant to the Cayman Companies Act in connection with the Initial Merger, Sponsor has undertaken to pay to such FWD Party an amount in cash sufficient to assure each FWD Party of an annual return of 5.0% on the PubCo Class A Ordinary Shares held by such FWD Party over a five-year period commencing on the date of the Acquisition Closing and to compensate such FWD Party for any loss realized by it if it sells any PubCo Class A Ordinary Shares at a price per PubCo Class A Ordinary Share of less than $10.00 during such period (and for any unrealized loss at the end of such period).

 

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As of the date of this proxy statement/prospectus, EIHL holds an aggregate of (i) 674,805 CGCL Class A Ordinary Shares, each carrying one vote per CGCL Class A Ordinary Share, which have an aggregate imputed value of $2,073,080 based on the number of PubCo Class A Ordinary Shares into which such CGCL Class A Ordinary Shares will convert at the Acquisition Effective Time and the implied value of $10.00 per PubCo Class A Ordinary Share upon which the exchange ratio is based, (ii) 5,348,937 CGCL Preference Shares, each carrying one vote per CGCL Preference Share, which have an aggregate imputed value of $16,432,570 based on the number of PubCo Preference Shares into which such CGCL Preference Shares will convert at the Acquisition Effective Time and the implied value of $10.00 per PubCo Preference Share upon which the exchange ratio is based, (iii) 3,060,073 CGCL Class A-1 Warrants, which (a) entitle EIHL to purchase one CGCL Class A Ordinary Share at an exercise price of $2.9899 per warrant, subject to adjustment, and (b) will be exchanged at the Acquisition Effective Time for PubCo Class A Warrants, which, pursuant to the terms of the PubCo Class A Warrant Instrument to be executed by PubCo at the Acquisition Effective Time, will entitle EIHL to purchase PubCo Class A Ordinary Shares at an exercise price of $2.9899 per warrant and an exercise ratio of 0.307212 PubCo Class A Ordinary Share per warrant, subject to adjustment, during the period commencing on the Acquisition Effective Time and ending on October 14, 2027, which shares are expected to have an aggregate imputed value of $9,400,910 based on the implied value of $10.00 per PubCo Class A Ordinary Share, not taking into account the exercise price; (iv) 1,020,024 CGCL Class A-2 Warrants, which (a) entitle EIHL to purchase one CGCL Class A Ordinary Share at an exercise price of $5.9798 per warrant, subject to adjustment, and (b) will be exchanged at the Acquisition

 

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Effective Time for PubCo Class A Warrants, which, pursuant to the terms of the PubCo Class A Warrant Instrument to be executed by PubCo at the Acquisition Effective Time, will entitle EIHL to purchase PubCo Class A Ordinary Shares at an exercise price of $5.9798 per warrant and an exercise ratio of 0.307212 PubCo Class A Ordinary Share per warrant, subject to adjustment, during the period commencing on the Acquisition Effective Time and ending on October 14, 2027, which shares are expected to have an aggregate imputed value of $3,133,630 based on the implied value of $10.00 per PubCo Class A Ordinary Share, not taking into account the exercise price; (v) 1,020,024 CGCL Class A-3 Warrants, which (a) entitle EIHL to purchase one CGCL Class A Ordinary Share at an exercise price of $8.9697 per warrant, subject to adjustment, and (b) will be exchanged at the Acquisition Effective Time for PubCo Class A Warrants, which, pursuant to the terms of the PubCo Class A Warrant Instrument to be executed by PubCo at the Acquisition Effective Time, will entitle EIHL to purchase PubCo Class A Ordinary Shares at an exercise price of $8.9697 per warrant and an exercise ratio of 0.307212 PubCo Class A Ordinary Share per warrant, subject to adjustment, during the period commencing on the Acquisition Effective Time and ending on October 14, 2027, which shares are expected to have an aggregate imputed value of $3,133,630 based on the implied value of $10.00 per PubCo Class A Ordinary Share, not taking into account the exercise price; (vi) 5,000,000 Loan Notes of CGCL, bearing a PIK interest rate of 25% per annum, which were acquired by EIHL at a price of $1.0 per Loan Note (for more information on the Loan Notes, see “Certain Relationships and Related Person Transactions—MoneyHero Group’s and PubCo’s Relationships and Related Party Transactions—Loan Agreements and Related Issuance of Equity Securities” and the section titled “Loan note” under Note 21 to CGCL’s consolidated financial statements); and (vii) 6,527,295 CGCL Class C Warrants, which (a) entitle EIHL to purchase one CGCL Class C Ordinary Share, each carrying 10 votes per CGCL Class C Ordinary Share, per warrant at an exercise price of $0.0001 per warrant and (b) will be automatically terminated and replaced by one PubCo Class C-2 Warrant at the Acquisition Effective Time, which have no exercise price and will entitle EIHL to, during the period commencing the Acquisition Effective Time and ending on December 23, 2027, convert all or part of the PubCo Class C-2 Warrants held by it into PubCo Class A Ordinary Shares at a rate of 0.307212 PubCo Class A Ordinary Share per warrant, subject to adjustment, which shares are expected to have an aggregate imputed value of $20,052,630, based on the implied value of $10.00 per PubCo Class A Ordinary Share.

As of the date of this proxy statement/prospectus, the CGCL Class A Ordinary Shares and CGCL Preference Shares held by EIHL represent approximately 29.82% of the total CGCL Shares issued and outstanding as of the date of this proxy statement/prospectus, the CGCL Class A Warrants held by EIHL represent approximately 25.41% of the total CGCL Class A Warrants issued and outstanding as of the date of this proxy statement/prospectus, and the CGCL Class C Warrants held by EIHL represent approximately 24.02% of the total CGCL Class C Warrants issued and outstanding as of the date of this proxy statement/prospectus.

EIHL acquired its CGCL Class A Ordinary Shares and CGCL Class A Warrants for an aggregate consideration of approximately $48,000,000, its CGCL Class C Warrants for no consideration in connection with the purchase of the Loan Notes, and its CGCL Preference Shares in exchange for approximately $12.8 million worth of convertible notes that CGCL previously issued under a convertible loan note purchase agreement dated April 27, 2022 (the “2022 Convertible Notes”) to EIHL. Based on the terms of the Business Combination Agreement, the total imputed value of the CGCL Class A Ordinary Shares, CGCL Preference Shares, CGCL Class A Warrants and CGCL Class C Warrants currently held by EIHL is expected to be $54,226,450, not taking into account the exercise price of the warrants and assuming that all such warrants will be exercised.

In addition, CGCL may issue an additional 163,545 CGCL Preference Shares to EIHL as share dividends in accordance with the charter of CGCL, which are expected to have an aggregate imputed value of approximately $502,420 based on the number of PubCo Preference Shares into

 

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which such CGCL Preference Shares can convert at the Acquisition Effective Time and the implied value of $10.00 per PubCo Preference Share upon which the exchange ratio is based.

 

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As of the date of this proxy statement/prospectus, E Capital (Select) Limited holds an aggregate of (i) 2,260,271 CGCL Preference Shares, each carrying one vote per CGCL Preference Share, which (a) were acquired by E Capital (Select) Limited in connection with the conversion of approximately $5,400,000 worth of 2022 Convertible Notes, (b) represent approximately 11.19% of the total CGCL Shares issued and outstanding as of the date of this proxy statement/prospectus, and (c) have an aggregate imputed value of $6,943,820 based on the number of PubCo Preference Shares into which such CGCL Preference Shares will convert at the Acquisition Effective Time and the implied value of $10.00 per PubCo Preference Share upon which the exchange ratio is based; (ii) 800,000 Loan Notes of CGCL, bearing a PIK interest rate of 25% per annum, which were acquired by E Capital (Select) Limited at a price of $1.0 per Loan Note (for more information on the Loan Notes, see “Certain Relationships and Related Person Transactions—MoneyHero Group’s and PubCo’s Relationships and Related Party Transactions—Loan Agreements and Related Issuance of Equity Securities” and the section titled “Loan note” under Note 21 to CGCL’s consolidated financial statement); and (iii) 1,044,367 CGCL Class C Warrants, which (a) were acquired by E Capital (Select) Limited for no consideration in connection with the purchase of the Loan Notes, (b) represent approximately 3.84% of the total CGCL Class C Warrants issued and outstanding as of the date of this proxy statement/prospectus, (c) entitle E Capital (Select) Limited to, during the period commencing on the Acquisition Effective Time and ending on December 23, 2027, purchase one CGCL Class C Ordinary Share per warrant at an exercise price of $0.0001 per warrant, and (d) will be automatically exercised for one CGCL Class C Ordinary Share immediately prior to the Acquisition Effective Time, which shares are expected to have an aggregate imputed value of $3,208,420 based on the number of PubCo Class A Ordinary Shares into which such CGCL Class C Shares will convert at the Acquisition Effective Time and the implied value of $10.00 per PubCo Class A Ordinary Share upon which the exchange ratio is based.

Based on the terms of the Business Combination Agreement, the total imputed value of the CGCL Preference Shares and CGCL Class C Warrants currently held by E Capital (Select) Limited is expected to be $10,152,240.

In addition, CGCL may issue an additional 69,108 CGCL Preference Shares to E Capital (Select) Limited as share dividends in accordance with the charter of CGCL, which are expected to have an aggregate imputed value of $212,300 based on the number of PubCo Preference Shares into which such CGCL Preference Shares can convert at the Acquisition Effective Time and the implied value of $10.00 per PubCo Preference Share upon which the exchange ratio is based.

 

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As of the date of this proxy statement/prospectus, PMIL beneficially holds an aggregate of (i) 2,058,932 CGCL Class B Ordinary Shares, each carrying two votes per CGCL Class B Ordinary Share, which (a) were acquired by PMIL for no consideration in connection with the purchase of the Loan Notes, (b) represent approximately 10.19% of the total CGCL Shares issued and outstanding as of the date of this proxy statement/prospectus, and (c) have an aggregate imputed value of $6,325,280 based on the number of PubCo Class A Ordinary Shares into which such CGCL Class B Ordinary Shares will convert at the Acquisition Effective Time and the implied value of $10.00 per PubCo Class A Ordinary Share upon which the exchange ratio is based; (ii) 11,400,000 Loan Notes of CGCL, bearing a PIK interest rate of 25% per annum, which were acquired by PMIL at a price of $1.0 per Loan Note (for more information on the Loan Notes, see “Certain Relationships and Related Person Transactions—MoneyHero Group’s and PubCo’s Relationships and Related Party Transactions—Loan Agreements and Related Issuance of Equity Securities” and the section titled “Loan note” under Note 21 to CGCL’s consolidated financial statements); and (iii) 12,823,301 CGCL Class C Warrants, which (a) were acquired by PMIL for no consideration in connection with the purchase of the Loan Notes, (b) represent approximately

 

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47.18% of the total CGCL Class C Warrants issued and outstanding as of the date of this proxy statement/prospectus, (c) entitle PMIL to, during the period commencing on the Acquisition Effective Time and ending on December 23, 2027, purchase one CGCL Class C Ordinary Share, each carrying 10 votes per CGCL Class C Ordinary Share, per warrant at an exercise price of $0.0001 per warrant, and (d) will either be automatically exercised for the same number of CGCL Class C Ordinary Shares immediately prior to the Acquisition Effective Time, which shares are expected to have an aggregate imputed value of $39,394,710 based on the number of PubCo Class A Ordinary Shares into which such CGCL Class C Shares will convert at the Acquisition Effective Time and the implied value of $10.00 per PubCo Class A Ordinary Share upon which the exchange ratio is based, or be replaced by PubCo Class C-1 Warrants at the Acquisition Effective Time, which will be automatically converted into PubCo Class A Ordinary Shares as soon as practicable after the Acquisition Effective Time.

Based on the terms of the Business Combination Agreement, the total imputed value of the CGCL Class B Ordinary Shares and CGCL Class C Warrants currently held by PMIL is expected to be $45,719,990.

In addition, under the Existing Call Option, PMIL can subscribe for additional Loan Notes from CGCL for an aggregate purchase price of $5,000,000 together with warrants to subscribe for 6,527,934 CGCL Class C Ordinary Shares at the exercise price of $0.0001 per warrant (at the ratio of 3.253 warrants per $2.4916 of the loan notes purchased). Any unexercised portion of the Existing Call Option immediately prior to the Acquisition Effective Time shall be assumed by PubCo and converted into the PubCo Call Option, pursuant to which PMIL will have the right, for the period commencing on the Acquisition Effective Time and ending on December 23, 2025, to (i) subscribe from PubCo for Call Option Notes (as defined below), to the extent PMIL has not fully exercised the Existing Call Option prior to the Acquisition Effective Time, for up to an aggregate principal amount corresponding to the unexercised portion of the Existing Call Option as of immediately prior to the Acquisition Effective Time and (ii) receive such number of PubCo Class A Ordinary Shares at ratio of 0.999361 shares per $2.4916 of the Call Option Notes purchased.

For additional information on FWD group’s, E Capital (Select) Limited’s and PMIL’s estimated beneficial ownership of PubCo’s securities after Closing, see “Beneficial Ownership of Securities.” As described above, assuming that no additional CGCL Preference Shares are issued as share dividends and the Existing Call Option or the PubCo Call Option is not exercised, the aggregate imputed value of the CGCL securities held, and that are expected to be held immediately after Closing, by EIHL, E Capital (Select) Limited and PMIL based on the terms of the Business Combination Agreement, including the PubCo Class A Ordinary Shares issuable upon the exercise of PubCo Class A Warrants, is expected to be $110,098,680, not taking into account the Loan Notes or the exercise price of the PubCo Class A Warrants.

Mr. Wong’s material interests and affiliations with CGCL are limited to those described above and his former role as a director of CGCL. Mr. Li’s material interests and affiliations with CGCL are also limited to those described above. Neither Mr. Wong nor Mr. Li has any fiduciary or contractual obligations to CGCL. Bridgetown’s Sponsor and other directors, officers and advisors do not have any direct or indirect interests in CGCL.

 

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Pursuant to the Sponsor Support Agreement, Sponsor has agreed to subject 2,000,000 PubCo Class B Ordinary Shares it receives pursuant to the Business Combination to potential forfeiture, with such potential forfeiture lapsing if the 20-day volume weighted average trading price of PubCo Class A Ordinary Shares on the 2nd, 4th, 6th, 8th or 10th anniversary of the Acquisition Closing equals or exceeds $10.00 per PubCo Class A Ordinary Share, determined in accordance with the Sponsor Support Agreement. These 2,000,000 PubCo Class B Ordinary Shares have an imputed value of $20,660,000.00 based on the closing price of Bridgetown Class A Ordinary Shares of $10.33 on the record date.

 

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Matt Danzeisen is also Head of Private Investments at Thiel Capital. BTN, a holding company and affiliate of Thiel Capital that is 100% beneficially owned by Peter Thiel, entered into a forward purchase agreement with Sponsor in connection with the IPO, pursuant to which BTN agreed to, among other things, purchase 60% of the outstanding securities in Bridgetown held by Sponsor that remain outstanding following the consummation of an initial business combination (which would include the Business Combination) for a purchase price of $5,715,322.34, provided that any such securities shall remain subject to any lockup, escrow, transfer or other restrictions to which they are otherwise subject. This forward purchase agreement was amended to specify that securities transferable to BTN would be PubCo securities and that the number of securities to be transferred would be 50-60% of the PubCo securities held by Sponsor following the discharge of all of Sponsor’s obligations under the Non-Redemption Deeds and the Sponsor Support Agreement, minus the sum of (a) 1,883,005 PubCo Class B Ordinary Shares plus (b) any PubCo Class B Ordinary Shares transferred by Mr. Teichman to Sponsor following the Closing Date as described elsewhere in this proxy statement/prospectus (such sum, the “Allocable Securities”). As a result of this amendment, if Sponsor is required to sell any shares to fund payments to any FWD Party pursuant to the Non-Redemption Deeds or to forfeit any PubCo securities pursuant to the Sponsor Support Agreement, the number of shares and warrants to be delivered to BTN under the forward purchase agreement would be lower (and could be substantially lower) than would otherwise have been the case had Sponsor not been required to so sell or forfeit PubCo securities, and in such event, the price per Bridgetown Class B Ordinary Share and the Private Placement Warrant would be higher (and could be substantially higher) than would otherwise have been the case had Sponsor not so sold or forfeited any such PubCo securities. Since the number of PubCo securities Sponsor will be required to sell or forfeit pursuant to the terms of the Non-Redemption Deeds and the Sponsor Support Agreement cannot be known until several years after the closing of the Business Combination, the number of PubCo securities to be transferred to BTN and the price of such PubCo securities cannot be known until following the closing of the Business Combination. For more information, see “The Business Combination Proposal—Background of the Business Combination.” In addition, concurrently with the execution of the Business Combination Agreement, Sponsor and BTN issued the Fee Letter to PubCo and CGCL, pursuant to which, among other things, each of Sponsor and BTN agreed to reimburse PubCo for a portion of transaction expenses which PubCo settles at the Acquisition Merger Closing if the aggregate amount of cash in the Trust Account immediately prior to the Acquisition Merger Closing (after deducting amounts needed to pay for the Bridgetown shareholder redemptions but prior to any other payments) is less than $82,000,000.00, in accordance with certain formulas set forth therein.

 

•

Pursuant to the Registration Rights Agreement, Sponsor can demand that PubCo register its registrable securities under certain circumstances and will also have piggyback registration rights for these securities in connection with certain registrations of securities that PubCo undertakes.

 

•

The Business Combination Agreement provides for the continued indemnification of Bridgetown’s directors and officers and the continuation of Bridgetown’s directors’ and officers’ liability insurance after the Business Combination (i.e., a “tail policy”).

 

•

Bridgetown has provisions in the Bridgetown Articles waiving the corporate opportunities doctrine on an ongoing basis, which means that Bridgetown’s officers and directors have not been obligated and continue to not be obligated to bring all corporate opportunities to Bridgetown. Bridgetown does not believe that such waiver of the corporate opportunities doctrine had any material impact on the identification of companies that may be appropriate acquisition targets.

 

•

Bridgetown’s directors and officers are not required to commit a certain amount of their time to its affairs and will allocate their time to other businesses, thereby causing conflicts of interest in their determination as to how much time to devote to Bridgetown’s affairs.

 

•

If the Trust Account is liquidated, including in the event Bridgetown is unable to complete a business combination by October 15, 2023 or such earlier date as determined by the Bridgetown Board

 

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(notwithstanding that the Bridgetown Articles require Bridgetown to consummate the Business Combination by October 20, 2023 (or such earlier date as determined by the Bridgetown Board)), Sponsor has agreed to indemnify Bridgetown to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Bridgetown has discussed entering into a transaction agreement or claims of any third party for services rendered or products sold to Bridgetown, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

 

•

Sponsor, pursuant to the terms of the Business Combination Agreement, may designate one person to serve as a member of the PubCo Board.

The existence of financial and personal interests of Sponsor and members of the Bridgetown Special Committee may mean that the Bridgetown Special Committee may be incentivized to recommend, approve and/or complete the Business Combination, or an alternative business combination, with a less favorable target company or on terms less favorable to Bridgetown Public Shareholders and holders of Bridgetown Public Warrants than they would otherwise recommend, approve or complete, as the case may be, rather than allow Bridgetown to wind up having failed to consummate a business combination and lose their entire investment.

Further, because of these interests, Sponsor and members of the Bridgetown Special Committee could benefit from the completion of a business combination that is not favorable to Bridgetown Public Shareholders and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to Bridgetown Public Shareholders rather than liquidate.

 

Q:	I am a Bridgetown shareholder. Do I have redemption rights?

 

A:

Yes. Pursuant to the Bridgetown Articles, in connection with the completion of the Business Combination, holders of Bridgetown Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the Bridgetown Articles. For illustrative purposes, as of September 1, 2023, this would have amounted to approximately $10.34 per share less any owed but unpaid taxes on the funds in the Trust Account. There are currently no owed but unpaid income taxes on the funds in the Trust Account. However, the proceeds deposited in the Trust Account could become subject to the claims of Bridgetown’s creditors, if any, which would have priority over the claims of Bridgetown shareholders. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally expected due to such claims. It is expected that the funds to be distributed to Bridgetown shareholders electing to redeem their shares shall be distributed promptly after the consummation of the Business Combination. If a holder exercises its redemption rights, then such holder shall be exchanging its Bridgetown Shares for cash. Such a holder shall be entitled to receive cash for its Bridgetown Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to Bridgetown’s transfer agent, Continental, prior to the Extraordinary General Meeting. A holder of Bridgetown Shares, together with any affiliate of such holder and any person with whom such holder is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act), may not seek to have more than 15% of the aggregate shares redeemed without the consent of Bridgetown. The Bridgetown Articles provide that the Business Combination shall not be consummated if, upon the consummation of the Business Combination, Bridgetown does not have at least $5,000,001 in net tangible assets after giving effect to the payment of amounts that Bridgetown shall be required to pay to redeeming shareholders upon consummation of the Business Combination. See the section titled “Extraordinary General Meeting of Bridgetown Shareholders—Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

 

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Q:	Will how I vote affect my ability to exercise redemption rights?

 

A:

No. You may exercise your redemption rights regardless of whether you vote or, if you vote, irrespective of whether you vote “FOR” or “AGAINST” any of the Proposals. As a result, the Business Combination Agreement can be approved by shareholders who redeem their shares and no longer remain shareholders and the Business Combination may be consummated even though the funds available from the Trust Account and the number of PubCo shareholders are substantially reduced as a result of redemptions by the Bridgetown Public Shareholders. Also with fewer shares of PubCo Class A Ordinary Shares, the trading market for PubCo Class A Ordinary Shares may be less liquid than the market for Bridgetown Class A Ordinary Shares prior to the Business Combination and PubCo may not be able to meet the listing standards of Nasdaq. In addition, with fewer funds available from the Trust Account, the capital infusion from the Trust Account into PubCo’s business will be reduced. See also “What shall be the relative equity stakes of Bridgetown shareholders and shareholders in PubCo upon completion of the Business Combination and what effect will potential sources of dilution have on those equity stakes?”

 

Q:	How do I exercise my redemption rights?

 

A:	If you are a Bridgetown shareholder and wish to exercise your right to have your Bridgetown Shares redeemed, you must:

 

•

submit a written request to Continental, Bridgetown’s transfer agent, in which you (i) request that Bridgetown redeem all or a portion of your Bridgetown Shares for cash and (ii) identify yourself as the beneficial holder of the Bridgetown Shares and provide your legal name, phone number and address; and

 

•

deliver your share certificates (if any) and other redemption forms (as applicable) to Continental, Bridgetown’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

Holders must complete the procedures for electing to redeem their shares in the manner described above prior to on October 6, 2023, two business days before the Extraordinary General Meeting, in order for their shares to be redeemed.

The address of Continental, Bridgetown’s transfer agent, is listed under the question “Who can help answer my questions?” below.

If a Bridgetown Public Shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its share certificates (if any) and other redemption forms (as applicable) to Continental, Bridgetown will redeem such public shares for a per share price, payable in cash, equal to the pro rata portion of the amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to Bridgetown. For illustrative purposes, as of September 1, 2023, this would have amounted to approximately $10.34 per issued and outstanding share less any owed but unpaid taxes on the funds in the Trust Account. There are currently no owed but unpaid income taxes on the funds in the Trust Account. However, the proceeds deposited in the Trust Account could become subject to the claims of Bridgetown’s creditors, if any, which would have priority over the claims of Bridgetown shareholders. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally expected due to such claims. It is expected that the funds to be distributed to Bridgetown shareholders electing to redeem their shares shall be distributed promptly after the consummation of the Business Combination.

A holder of Bridgetown Shares, together with any affiliate of such holder and any person with whom such holder is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act), may not seek to have more than 15% of the aggregate shares redeemed without the consent of Bridgetown. Under the Bridgetown Articles, the Business Combination may not be consummated if Bridgetown has net tangible

 

37

assets of less than $5,000,001 either immediately prior to or upon consummation of the Business Combination after taking into account the redemption for cash of all public shares properly demanded to be redeemed by holders of Bridgetown Shares.

Any request for redemption, once made by a holder of shares, may not be withdrawn once submitted to Bridgetown unless the Board of Directors of Bridgetown determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part).

Any corrected or changed written exercise of redemption rights must be received by Continental, Bridgetown’s transfer agent, prior to the vote taken on the Business Combination Proposal at the Extraordinary General Meeting. No request for redemption shall be honored unless the holder’s share certificates (if any) and other redemption forms (as applicable) have been delivered (either physically or electronically) to Continental, at least two business days prior to the vote at the Extraordinary General Meeting.

If you exercise your redemption rights, then you will be exchanging your Bridgetown Shares share certificates (if any) for cash and shall not be entitled to PubCo Class A Ordinary Shares upon consummation of the Business Combination.

See the section titled “Extraordinary General Meeting of Bridgetown Shareholders—Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

 

Q:	If I am a warrant holder, can I exercise redemption rights with respect to my warrants?

 

A:	No. The holders of warrants have no redemption rights with respect to such securities.

 

Q:	If I am a Bridgetown Unit holder, can I exercise redemption rights with respect to my units?

 

A:	Not without first separating the Units. Holders of outstanding Units must separate the underlying Bridgetown Shares and warrants prior to exercising redemption rights with respect to Bridgetown Shares.

If a broker, bank, or other nominee holds your units, you must instruct such broker, bank or nominee to separate your units. Your nominee must send written instructions by facsimile to Continental, Bridgetown’s transfer agent. Such written instructions must include the number of Units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant Units and a deposit of the number of shares and warrants represented by such units. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the shares from the units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your shares to be separated in a timely manner, you shall likely not be able to exercise your redemption rights.

If you hold Units registered in your own name, you must deliver the certificate for such Units to Continental, Bridgetown’s transfer agent, with written instructions to separate such Units into shares and warrants. This must be completed far enough in advance to permit the mailing of the share certificates back to you so that you may then exercise your redemption rights upon the separation of the shares from the units. See “How do I exercise my redemption rights?” above. The address of Continental is listed under the question “Who can help answer my questions?” below.

To the extent a holder of Units elects to separate such Units into underlying Bridgetown Shares and Bridgetown Warrants prior to exercising redemption rights with respect to such Bridgetown Shares, such holder’s redemption rights would apply in respect of the underlying Bridgetown Shares. With respect to the related Bridgetown Warrants, the holder would retain such Bridgetown Warrants, and each Bridgetown Warrant outstanding immediately prior to the Initial Merger Effective Time shall cease to be a warrant with respect to Bridgetown Shares and be assumed by PubCo and converted into a warrant to purchase one

 

38

PubCo Class A Ordinary Share, subject to substantially the same terms and conditions prior to the Initial Merger Effective Time in accordance with the provisions of the Assignment, Assumption and Amendment Agreement.

 

Q:	What happens if a substantial number of Bridgetown shareholders vote in favor of the Business Combination Proposal and the Initial Merger Proposal and exercise their redemption rights?

 

A:

Bridgetown shareholders may vote in favor of the Business Combination and the Initial Merger Proposal and exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Bridgetown shareholders are substantially reduced as a result of redemption by Bridgetown shareholders. The Bridgetown Articles provide that the Business Combination shall not be consummated if, upon the consummation of the Business Combination, Bridgetown does not have at least $5,000,001 in net tangible assets after giving effect to the payment of amounts that Bridgetown shall be required to pay to redeeming shareholders upon consummation of the Business Combination. The Business Combination Agreement provides that the Business Combination shall not be consummated if, among other conditions, the sum of (i) the aggregate amount of cash in the Trust Account immediately prior to the Acquisition Merger Closing (after deducting the Bridgetown shareholder redemption amount but prior to payment of any other amounts, including Bridgetown transaction expenses and CGCL transaction expenses) and (ii) the permitted equity financing proceeds (if any) is less than $50 million. Such condition is waivable at CGCL’s election at its sole discretion. However, the Bridgetown Class B Shareholders have agreed not to redeem their shares. In addition, pursuant to the Non-Redemption Deeds, subject to each FWD Party (i) voting in favor of the Business Combination, (ii) not exercising its redemption rights with respect to the Bridgetown Class A Ordinary Shares held by it, (iii) not selling or transferring any of the Bridgetown Class A Ordinary Shares held by it prior to the closing of the Initial Merger, and (iv) not exercising its appraisal rights under Section 238 of the Cayman Companies Act, Sponsor has offered to pay to such FWD Party an amount in cash sufficient to assure each FWD Party over a five-year period of an annual return of 5.0% on the PubCo Class A Ordinary Shares held by such FWD Party and to compensate such FWD Party for any loss realized by it if it sells any PubCo Class A Ordinary Shares at a price per PubCo Class A Ordinary Share of less than $10.00 during such period (and for any unrealized loss at the end of such period), subject to certain caps set forth in the Non-Redemption Deeds. Such cash payments to the FWD Parties will be funded through Sponsor selling PubCo Class A Ordinary Shares issued upon conversion of PubCo Class B Ordinary Shares held by Sponsor, except that Sponsor shall have the right to purchase all of the remaining PubCo Class A Ordinary Shares held by the FWD Parties as of the end of such five-year period pursuant to the terms and conditions of the Non-Redemption Deeds, and if Sponsor exercises such right, the Non-Redemption Deeds do not require Sponsor to sell PubCo Class A Ordinary Shares to fund such purchase of the remaining PubCo Class A Ordinary Shares held by the FWD Parties as of the end of the five-year period. Sponsor has agreed to a lock-up of the PubCo Class A Ordinary Shares and PubCo Class B Ordinary Shares to be received by it in the Business Combination in connection with its obligations under the Non-Redemption Deeds, subject to certain exceptions (including sales to raise proceeds to satisfy its obligations to the FWD Parties under the Non-Redemption Deeds) and compliance by the FWD Parties with the conditions specified in the Non-Redemption Deeds. Subject to the terms and conditions of the respective Non-Redemption Deeds, Sponsor has also agreed to execute a customary equitable share mortgage granting security interests over the Sponsor Support Shares (as defined in the Non-Redemption Deeds) and an account security covering proceeds of sale of such shares, in each case in favor of the relevant FWD Party to secure its obligations under the applicable Non-Redemption Deed and take such action as such FWD Party may reasonably require for perfecting the security created by such equitable share mortgage and account security. Other Bridgetown Public Shareholders do not have the benefit of the rights afforded to the FWD Parties pursuant to the Non-Redemption Deeds, as described herein, regardless of how such holders vote with respect to such Bridgetown Class A Ordinary Shares and regardless of whether such holders exercise redemption rights with respect to such Bridgetown Class A Ordinary Shares or realize losses on its Bridgetown Class A Ordinary Shares. However, neither FWD Party has agreed to the terms set forth in the

 

39

Non-Redemption Deeds, and there can be no assurance that either FWD Party will (i) vote in favor of the Business Combination, (ii) not exercise its redemption rights with respect to the Bridgetown Class A Ordinary Shares held by it, (iii) not sell or transfer any of the Bridgetown Class A Ordinary Shares held by it prior to the closing of the Initial Merger or (iv) not exercise its appraisal rights under Section 238 of the Cayman Companies Act.

In the event of significant redemptions, with fewer shares and Bridgetown shareholders, the trading market for PubCo Class A Ordinary Shares may be less liquid than the market for Bridgetown Shares was prior to the Business Combination. In addition, in the event of significant redemptions, PubCo may not be able to meet Nasdaq’s listing standards. It is a condition to consummation of the Business Combination under the Business Combination Agreement that the PubCo Class A Ordinary Shares to be issued in connection with the Business Combination shall have been approved for listing on Nasdaq, subject only to official notice of issuance thereof. PubCo and Bridgetown have certain obligations in the Business Combination Agreement to use reasonable best efforts in connection with the Business Combination, including with respect to satisfying Nasdaq’s listing condition.

 

Q:	Do I have appraisal or dissenters’ rights if I object to the proposed Business Combination?

 

A:

Bridgetown shareholders may have appraisal or dissenters’ rights in connection with the Business Combination under the laws of the Cayman Islands. Holders of record of Bridgetown Shares wishing to exercise such statutory dissenter rights and make a demand for payment of the fair value for their Bridgetown Shares must give written objection to the Initial Merger to Bridgetown prior to the shareholder vote to approve the Initial Merger and follow the procedures set out in Section 238 of the Cayman Companies Act. Any such shareholders should note that any such dissenter rights may subsequently be lost and extinguished pursuant to Section 239 of the Cayman Companies Act, which states that no such dissenter rights shall be available in respect of shares of any class for which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent provided that the merger consideration constitutes inter alia shares of any company which at the effective date of the merger are listed on a national securities exchange. A Bridgetown shareholder that elects to exercise appraisal rights must do so in respect of all of the Bridgetown Shares that person holds and will lose their right to exercise their redemption rights. Bridgetown shareholders are recommended to seek their own advice as soon as possible on the application and procedure to be followed in respect of the appraisal rights under the Cayman Companies Act. Bridgetown warrant holders do not have appraisal or dissenters’ rights in connection with the Business Combination under the laws of the Cayman Islands.

 

Q:	What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

 

A:

Of the net proceeds of Bridgetown’s IPO (including the net proceeds of the underwriters’ exercise of their over-allotment option) and simultaneous sales of Bridgetown Warrants to Sponsor (the “Private Placement Warrants”), a total of $550 million was placed in the Trust Account immediately following the IPO. On October 13, 2022, Bridgetown held an extraordinary general meeting in lieu of the 2022 annual general meeting of shareholders, pursuant to which its shareholders approved a proposal to extend the date by which Bridgetown has to consummate a business combination from October 20, 2022 to October 20, 2023 (or such earlier date as determined by the Bridgetown Board) by amending the Bridgetown Articles. In connection with the vote to approve the extension, holders of 44,406,317 Bridgetown Class A Ordinary Shares exercised their right to redeem their shares for cash at a redemption price of approximately $10.08 per share, for an aggregate redemption amount of $447,637,640.94. Accordingly, as of September 1, 2023, funds in the Trust Account totaled $155,989,215. In addition, the consummation of the Business Combination is conditioned on approval of the listing of PubCo on Nasdaq and under Nasdaq rules, such approval is unlikely to be granted if the Business Combination closes more than 36 months after effectiveness of

 

40

Bridgetown’s IPO registration statement or after October 15, 2023 (notwithstanding that the Bridgetown Articles require Bridgetown to consummate the Business Combination by October 20, 2023 (or such earlier date as determined by the Bridgetown Board)).

After consummation of the Business Combination, the funds in the Trust Account shall be released to pay holders of the Bridgetown Shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination with CGCL. Any remaining funds shall remain on the balance sheet of PubCo after Closing in order to fund CGCL’s existing operations and support new and existing growth initiatives.

 

Q:	What happens if the Business Combination is not consummated?

 

A:

If Bridgetown does not complete the Business Combination with CGCL (or another initial business combination) by October 15, 2023 or such earlier date as determined by the Bridgetown Board (notwithstanding that the Bridgetown Articles require Bridgetown to consummate the Business Combination by October 20, 2023 (or such earlier date as determined by the Bridgetown Board)), Bridgetown must redeem 100% of the issued and outstanding Bridgetown Class A Ordinary Shares, at a per-share price, payable in cash, equal to the amount then held in the Trust Account (net of taxes payable and less up to $100,000 of interest to pay dissolution expenses) divided by the number of issued and outstanding shares.

 

Q:	When do you expect the Business Combination to be completed?

 

A:

The Business Combination is expected to be consummated promptly following the satisfaction, or waiver, of the conditions precedent to Closing set forth in the Business Combination Agreement, including the approval of the Proposals by the holders of Bridgetown Shares. For a description of the conditions for the completion of the Business Combination, see the section titled “The Business Combination Proposal— Conditions to Closing.”

 

Q:	What else do I need to do now?

 

A:

Bridgetown urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination shall affect you as a shareholder of Bridgetown. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

 

Q:	How do I attend the Extraordinary General Meeting?

 

A:

The Extraordinary General Meeting will be held at 9:30 AM Eastern time, on October 10, 2023 at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at One Manhattan West, New York, NY 10001, United States and virtually at https://www.cstproxy.com/bridgetownholdings/2023. If you are a holder of record of Bridgetown Shares on the record date, you will be able to attend the Extraordinary General Meeting online and vote during the Extraordinary General Meeting and examine the list of holders of record of Bridgetown Shares by visiting https://www.cstproxy.com/bridgetownholdings/2023 and entering the control number on your proxy card, voting instruction form or notice included in your proxy materials. You may also attend the meeting telephonically by dialing +1 800-450-7155 (within the U.S. and Canada, toll-free) or +1 857-999-9155 (outside of the U.S. and Canada, standard rates apply). The passcode for telephone access is 3909075#, but please note that you will not be able to vote or ask questions if you choose to participate telephonically.

 

Q:	How do I vote?

 

A:	If you are a holder of record of Bridgetown Shares on the record date, you may vote remotely at the Extraordinary General Meeting or by submitting a proxy for the Extraordinary General Meeting. The

 

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Extraordinary General Meeting will be held at 9:30 AM Eastern time, on October 10, 2023 at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at One Manhattan West, New York, NY 10001, United States and virtually via live webcast at https://www.cstproxy.com/bridgetownholdings/2023. You will be able to attend the Extraordinary General Meeting online, vote and submit your questions during the Extraordinary General Meeting by visiting https://www.cstproxy.com/bridgetownholdings/2023 and entering the control number on your proxy card. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote remotely, obtain a proxy from your broker, bank or nominee and a control number from Continental, available once you have received your proxy by dialing +1 917-262-2373 or by emailing proxy@continentalstock.com.

 

Q:	If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

 

A:

No. As disclosed in this proxy statement/prospectus, your broker, bank or nominee cannot vote your shares on the Business Combination Proposal or the Initial Merger Proposal unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. If you are a Bridgetown shareholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Business Combination Proposal, the Initial Merger Proposal or the Adjournment Proposal. Such abstentions and broker non-votes will have no effect on the vote count for any of the Proposals.

 

Q:	May I change my vote after I have mailed my signed proxy card?

 

A:

Yes. Shareholders may send a later-dated, signed proxy card to Continental at the address set forth below so that it is received by Continental prior to the vote at the Extraordinary General Meeting or attend the Extraordinary General Meeting by visiting https://www.cstproxy.com/bridgetownholdings/2023, entering the control number on your proxy card and voting. Shareholders may also revoke their proxy by sending a notice of revocation to Continental, which must be received by Continental prior to the vote at the Extraordinary General Meeting.

 

Q:	What happens if I fail to take any action with respect to the Extraordinary General Meeting?

 

A:

If you fail to take any action with respect to the Extraordinary General Meeting and the Business Combination is approved by shareholders and consummated, you will become a shareholder of PubCo. If you fail to take any action with respect to the Extraordinary General Meeting and the Business Combination is not approved, you will continue to be a shareholder of Bridgetown.

 

Q:	What should I do if I receive more than one set of voting materials?

 

A:

Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Bridgetown Shares.

 

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Q:	What happens if I sell my Bridgetown Shares before the Extraordinary General Meeting?

 

A:

The record date for the Extraordinary General Meeting is earlier than the date of the Extraordinary General Meeting and earlier than the date the Business Combination is expected to be completed. If you transfer your shares after the applicable record date, but before the Extraordinary General Meeting date, unless you grant a proxy to the transferee, you will retain your right to vote at the Extraordinary General Meeting.

 

Q:	Who will solicit and pay the cost of soliciting proxies for the Extraordinary General Meeting?

 

A:

Bridgetown will pay the cost of soliciting proxies for the Extraordinary General Meeting. Bridgetown has engaged Morrow Sodali LLC (“Morrow”) to assist in the solicitation of proxies for the Extraordinary General Meeting. Bridgetown shall pay Morrow a fixed fee of $15,000, plus disbursements, and shall pay $6.50 for each holder’s proxy solicited by Morrow, and shall reimburse Morrow for its reasonable and documented costs and expenses and shall indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. Bridgetown will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Bridgetown Class A Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of Bridgetown Class A Ordinary Shares and in obtaining voting instructions from those owners. Bridgetown’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

 

Q:	Where can I find the voting results of the Extraordinary General Meeting?

 

A:	The preliminary voting results will be announced at the Extraordinary General Meeting. Bridgetown will publish final voting results of the Extraordinary General Meeting in a Current Report on Form 8-K within four business days after the Extraordinary General Meeting.

 

Q:	Who can help answer my questions?

 

A:	If you have questions about the Proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact Bridgetown’s proxy solicitor as follows:

Morrow Sodali LLC

333 Ludlow Street,

5th Floor, South Tower

Stamford CT 06902, USA

Telephone: +1 (800) 662-5200 or +1 (203) 658-9400

Email: BTWN.info@investor.morrowsodali.com

To obtain timely delivery, shareholders must request the materials no later than October 3, 2023, or five business days prior to the Extraordinary General Meeting.

You may also obtain additional information about Bridgetown from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

If you are a holder of Bridgetown Shares and you intend to seek redemption of your shares, you will need to deliver your shares (either physically or electronically) to Bridgetown’s transfer agent at the address below at least two business days prior to the Extraordinary General Meeting. If you have questions regarding the certification of your position or delivery of your shares for redemption, please contact Bridgetown’s transfer agent as follows:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30^th Floor

New York, NY 10004

Attention: SPAC Redemption Team

Email: spacredemptions@continentalstock.com

 

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