Current Report Filing (8-k)
04 February 2021 - 8:50AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): February 3, 2021 (January 28, 2021)
Bridgetown
2 Holdings Limited
(Exact
name of registrant as specified in its charter)
Cayman
Islands
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001-39932
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N/A
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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c/o
38/F Champion Tower
3
Garden Road, Central
Hong
Kong
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: +852 2514 8888
Not
Applicable
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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Class A
Ordinary Shares, par value $0.0001 per share
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BTNB
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The NASDAQ Stock
Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☑
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
8.01. Other Events.
On
January 28, 2021, Bridgetown 2 Holdings Limited (the “Company”) consummated its initial public offering (the
“IPO”) of 29,900,000 Class A ordinary shares of the Company, par value $0.0001 per share (“Class A
Ordinary Shares”), including the exercise in full of the underwriters’ 45-day option to purchase up to an additional
3,900,000 Class A Ordinary Shares. The Class A Ordinary Shares were sold at a price of $10.00 per share, generating gross proceeds
to the Company of $299,000,000.
Simultaneously
with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate
of 12,960,000 warrants (the “Private Placement Warrants”) to Bridgetown 2 LLC (the “Sponsor”)
at a purchase price of $0.50 per Private Placement Warrant, generating gross proceeds to the Company of $6,480,000.
A
total of $299,000,000, comprised of $294,020,000 of the proceeds from the IPO (which amount includes $8,715,000 of the underwriters’
deferred discount) and $4,980,000 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust
account., maintained by Continental Stock Transfer & Trust Company, acting as trustee.
An
audited balance sheet as of January 28, 2021 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement
has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item
9.01 Financial Statement and Exhibits.
(d)
Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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BRIDGETOWN
2 HOLDINGS LIMITED
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By:
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/s/
Daniel Wong
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Name:
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Daniel
Wong
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Title:
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Chief
Executive Officer and
Chief
Financial Officer
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Dated: February
3, 2021
2
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