BTWNU Bridgetown Holdings Ltd

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No.    )*

 

Bridgetown Holdings Limited

(Name of Issuer)

 

Class A Ordinary Shares, $0.0001 par value

(Title of Class of Securities)

 

G1355U 113

(CUSIP Number)

 

Daniel Wong

c/o 38/F Champion Tower

3 Garden Road, Central

Hong Kong

Telephone: +852 2514 8888

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

 

October 13, 2022

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent.

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or other subject to the liabilities of that section of Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. G1355U 113

 

1	Names of Reporting Person.   Daniel Wong
2	Check the Appropriate Box if a Member of a Group (a)  ☐  (b)  ☒
3	SEC Use Only
4	Source of Funds (See Instructions)   OO
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization
	Hong Kong

Number of  Shares Beneficially Owned by  Each  Reporting  Person With	7	Sole Voting Power   1,600,000 (1)
	8	Shared Voting Power (see Item 5 below)   0
	9	Sole Dispositive Power   1,600,000 (1)
	10	Shared Dispositive Power (see Item 5 below)   0

11	Aggregate Amount Beneficially Owned by Each Reporting Person   1,600,000 (1)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11)   5.3%
14	Type of Reporting Person   IN

   

(1)

Includes 1,600,000 shares of the Issuer’s Class B ordinary shares, $0.0001 par value (“Class B Ordinary Shares”), which are automatically convertible into shares of the Issuer’s Class A ordinary shares, $0.0001 par value (“Class A Ordinary Shares” and together with the Class B Ordinary shares, the “Ordinary Shares”) at the time of the Issuer’s initial business combination and as more fully described under the heading “Description of Securities—Founder Shares and Placement Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-249000).

  

 

SCHEDULE 13D

  

This Schedule 13D is filed on behalf of Daniel Wong (the “Reporting Person”).

 

Item 1.

Security and Issuer

 

Securities acquired: Class A ordinary shares, $0.0001 par value (“Class A Ordinary Shares”)

 

Issuer:

Bridgetown Holdings Limited (the “Issuer”)

c/o 38/F Champion Tower

3 Garden Road, Central

Hong Kong

 

Item 2.

Identity and Background

 

(a)

This statement is filed by Daniel Wong.

  

All disclosures herein with respect to any Reporting Person are made only by such Reporting Person. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after inquiry.

 

(b) The address of the principal business and principal office of each of the Reporting Persons is c/o 38/F Champion Tower, 3 Garden Road, Central, Hong Kong.

 

(c) The Reporting Person is the Chief Executive Officer and Chief Financial Officer of the Issuer. 

 

(d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) The Reporting Person has not, during the last five years, been a party to civil proceeding of a judicial administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

 

(f) The Reporting Person is a citizen of Hong Kong.

  

Item 3.

Source and Amount of Funds or Other Consideration.

 

The Ordinary Shares were transferred by Bridgetown LLC, a Caymans Islands exempted company (the “Sponsor”) to the Reporting Person for no consideration n in October 2020.

 

On September 11, 2023, the Reporting Person transferred 283,005 Ordinary Shares to the Sponsor for no consideration pursuant to a letter agreement between the Reporting Person and the Sponsor.

  

 

Item 4.

Purpose of the Transaction

 

The Class B Ordinary Shares are not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Reporting Person disclaims beneficial ownership of securities that are not deemed to be beneficially owned by them pursuant to Rule 13d-3 under the Exchange Act.

 

The Ordinary Shares owned by the Reporting Person have been acquired for investment purposes. The Reporting Person may make further acquisitions of the Ordinary Shares from time to time and, subject to certain restrictions, may dispose of any or all of the Ordinary Shares held by the Reporting Persons at any time depending on an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment opportunities and other factors. However, certain of such shares are subject to certain lock-up restrictions as further described in Item 6 below.

 

The Issuer is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Under various agreements between the Issuer and the Reporting Person as further described in Item 6 below, the Reportion Person has agreed (A) to vote its shares in favor of any proposed business combination; (B) not to redeem any shares in connection with a shareholder vote (or tender offer) to approve (or in connection with) (i) a proposed initial business combination or (ii) an amendment to certain provisions of the Issuer’s amended and restated memorandum and articles of association; and (C) not to redeem any Founder Shares in connection with the liquidation of the Trust Account (as defined below) if the Issuer fails to complete an initial business combination within the period set forth in its amended and restated memorandum and articles of association. The Reporting Person may, at any time and from time to time, review or reconsider its position, change its purpose or formulate plans or proposals with respect to the Issuer.

 

On May 25, 2023, the Issuer entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”) with MoneyHero Limited, a Cayman Islands exempted company limited by shares (“PubCo”), Gemini Merger Sub 1 Limited, a Cayman Islands exempted company limited by shares and a direct wholly-owned subsidiary of PubCo (“Merger Sub 1”), Gemini Merger Sub 2 Limited, a Cayman Islands exempted company limited by shares and a direct wholly-owned subsidiary of PubCo and CompareAsia Group Capital Limited, a Cayman Islands exempted company limited by shares. Pursuant to the Business Combination Agreement, and subject to satisfaction or waiver of the conditions to closing thereunder, the Issuer will be merged with and into Merger Sub 1, with Merger Sub 1 being the surviving entity upon closing. Accordingly, upon closing of the transactions contemplated by the Business Combination Agreement, the separate corporate existence of the Issuer shall cease, and the Issuer’s Class A Ordinary Shares, units and warrants will cease to be listed on the Nasdaq, and the registration of all such Class A Ordinary Shares, units and warrants of the Issuer shall subsequently terminate. Upon closing of the transactions contemplated by the Business Combination Agreement,, the Pubco is expected to begin trading on Nasdaq under the ticker symbols “MNY” and “MNYWW.”

 

Item 5.

Interest in Securities of the Issuer

 

(a)-(b) The aggregate number and percentage of Ordinary Shares beneficially owned by the Reporting Persons (on the basis of a total of 29,967,872 Ordinary Shares, including 15,093,034 shares of Class A Ordinary Shares and 14,874,838 shares of Class B Ordinary Shares, outstanding as of August 11, 2023, as reported by the Issuer’s Quarterly Report on Form 10-Q, filed by the Issuer with the SEC on August 11, 2023) are as follows:

 

a)		Amount beneficially owned: 1,600,000		Percentage: 5.3%
b)		Number of shares to which the Reporting Person has:
	i.	Sole power to vote or to direct the vote:		1,600,000
	ii.	Shared power to vote or to direct the vote:		0
	iii.	Sole power to dispose or to direct the disposition of:		1,600,000
	iv.	Shared power to dispose or to direct the disposition of:		0

 

(c) The Reporting Person has not effected any transactions of the Issuer’s Ordinary Shares during the 60 days preceding the date of this report, except as described in Item 6 of this Schedule 13D which information is incorporated herein by reference.

 

(d) Not applicable.

 

(e) Not applicable.

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

  

Insider Letter

 

On October 15, 2020, in connection with the IPO, the Issuer and the Reporting Person entered into a letter agreement (the “Insider Letter”). Pursuant to the Insider Letter, the Reporting Person agreed (A) to vote his Founder Shares and any public shares in favor of any proposed business combination, (B) not to propose an amendment to the Issuer’s amended and restated memorandum and articles of association that would modify the substance or timing of the Issuer’s obligation to redeem the public shares if the Issuer does not consummate a business combination within the time period set forth in the amended and restated memorandum and articles of association or any other provisions relating to stockholders’ rights or pre-initial business combination activity, unless the Issuer provides the holders of public shares with the opportunity to redeem such shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Issuer’s trust account set up in connection with the IPO (the “Trust Account”), (C) not to redeem any Founder Shares into the right to receive cash from the Trust Account in connection with a shareholder vote to approve the Issuer’s proposed initial business combination or a vote to amend the provisions of the Issuer’s amended and restated memorandum and articles of association relating to shareholders’ rights or pre-business combination activity and (D) that the Founder Shares shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. In addition, the Reporting Person agreed that he or she shall not Transfer any Founder Shares until the earlier of (A) one year after the completion of the Issuer’s initial business combination or (B) subsequent to the initial business combination initial business combination, (x) if the last sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Issuer’s initial business combination or (y) the date on which the Issuer completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Issuer’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. On May 25, 2023, the Insider Letter was amended to reduce the lock-up period applicable to shares issued by PubCo from one year to six months.

 

The description of the Insider Letter is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.1 to the Form 8-K filed by the Issuer with the SEC on October 20, 2020 (and is incorporated by reference herein as Exhibit 10.1) and the amendment to such Insider Letter, dated May 25, 2023 (and is incorporated by reference herein as Exhibit 10.2).  

 

Registration Rights Agreement

 

On October 15, 2020, in connection with the IPO, the Issuer and the Sponsor entered into a registration rights agreement, pursuant to which the holder of the Founder Shares was granted certain demand and “piggyback” registration rights, which will be subject to customary conditions and limitations, including the right of the underwriters of an offering to limit the number of shares offered. The summary of such registration rights agreement contained herein is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.3 to the Form 8-K filed by the Issuer with the SEC on October 20, 2020 (and is incorporated by reference herein as Exhibit 10.3).

 

Item 7.

Material to be Filed as Exhibits

 

Exhibit 10.1		Insider Letter, dated as of October 15, 2020, by and between the Issuer, the Sponsor, officers and directors and initial shareholders of the Issuer (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on October 20, 2020).
Exhibit 10.2		Amendment to Insider Letter, dated as of May 25, 2023, by and between the Issuer, the Sponsor, officers and directors and initial shareholders of the Issuer.
Exhibit 10.3		Registration Rights Agreement, dated as of October 15, 2020, by and between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer with the SEC on October 20, 2020).
Exhibit 10.4		Letter Agreement, dated as of September 11, 2023, by and between the Sponsor and Daniel Wong.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: October 4, 2023
	/s/ Daniel Wong
	Daniel Wong

 

 

6

 

Exhibit 10.2

 

Bridgetown Holdings Limited

c/o 38/F Champion Tower

3 Garden Road, Central

Hong Kong

 

May 25, 2023

 

Re: Letter Agreement

 

Gentlemen:

 

Reference is made to the insider letter, dated October 15, 2020, delivered (the “Insider Letter”) by the undersigned to Bridgetown Holdings Limited, a Cayman Islands exempted company (the “Company”).

 

Capitalized terms used in this letter agreement have the terms ascribed to them in the Insider Letter.

 

We hereby agree to amend the Founder Shares Lock-up Period applicable to any party to the Insider Letter other than Sponsor to mean the earlier of (A) six months after the completion of the Company’s initial Business Combination or (B) subsequent to the Business Combination, (x) if the last sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 10 consecutive trading days within any period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property.

 

We acknowledge that the lock-up provisions applicable to Sponsor in the Insider Letter are superseded by the Sponsor Support Agreement, of even date herewith, entered into by and among the Company, MoneyHero Limited (formerly known as Hyphen Group Limited), a Cayman Islands exempted company, CompareAsia Group Capital Limited, a Cayman Islands exempted company, and Bridgetown LLC, a limited liability company incorporated under the laws of the Cayman Islands.

 

The other provisions of the Insider Letter shall remain unchanged and in full force and effect.

 

[Signature pages follow]

 

 

	Sincerely,
	BRIDGETOWN LLC
	By:	/s/ Matthew Danzeisen
	Name:	Matthew Danzeisen
	Title:	Manager
	/s/ Daniel Wong
	Daniel Wong
	/s/ Matthew Danzeisen
	Matthew Danzeisen
	/s/ Samuel Altman
	Samuel Altman
	/s/ John R. Hass
	John R. Hass
	/s/ In Joon Hwang
	In Joon Hwang
	/s/ Kenneth Ng
	Kenneth Ng
	/s/ Steven Teichman
	Steven Teichman

 

[Signature page to Letter Agreement]

 

 

Acknowledged and Agreed:
BRIDGETOWN HOLDINGS LIMITED
/s/ Matthew Danzeisen
Name:	Matthew Danzeisen
Title:	Director

 

[Signature page to Letter Agreement]

 

 

 

 

Exhibit 10.4

 

Bridgetown LLC

c/o 38/F Champion Tower

3 Garden Road, Central

Hong Kong

 

September 11, 2023

 

Mr. Daniel Wong

c/o 38/F Champion Tower

3 Garden Road, Central

Hong Kong

 

Dear Mr. Wong:

 

Reference is made to the Business Combination Agreement, dated May 25, 2023, entered into by and among, Bridgetown Holdings Limited, a Cayman Islands exempted company limited by shares (“Bridgetown”), MoneyHero Limited, a Cayman Islands exempted company limited by shares (“PubCo”), Gemini Merger Sub 1 Limited, a Cayman Islands exempted company limited by shares and a direct wholly-owned subsidiary of PubCo, Gemini Merger Sub 2 Limited, a Cayman Islands exempted company limited by shares and a direct wholly-owned subsidiary of PubCo and CompareAsia Group Capital Limited, a Cayman Islands exempted company limited by shares (the “Company”) (the “Business Combination Agreement”). Capitalized terms used in this letter agreement that are otherwise undefined shall have the meanings ascribed to them in the Business Combination Agreement. 

 

Reference is also made to the Securities Assignment Agreement (the “Agreement”), dated as of September 22, 2020, entered into by and between Bridgetown LLC, a Cayman Islands limited liability company (the “Sponsor”) and you.

 

Simultaneously with the execution of this letter agreement, you hereby agree to transfer to Sponsor 283,005 Acquiror Class B Ordinary Shares (the “Transferred Shares”) and deliver an executed copy of the share transfer form attached as Exhibit A (the “Transfer Form”), in each case for nil consideration. In consideration of your agreeing to so transfer the Transferred Shares to Sponsor, and conditioned upon your actual transfer of such Transferred Shares to Sponsor, Sponsor hereby agrees that it (i) shall not exercise any of its rights to have any of your other 1,600,000 Acquiror Class B Ordinary Shares (including any PubCo Class B Ordinary Shares into which such Acquiror Class B Ordinary Shares are exchanged in the Initial Merger (or any PubCo Class A Ordinary Shares into which such PubCo Class B Ordinary Shares are subsequently converted, the “Retained Shares”)) transferred back to it under Section 5(ii) of the Agreement, (ii) irrevocably relinquishes any right or interest of any nature whatsoever that Sponsor may have in and to the Retained Shares, (iii) shall provide written notice to you within 5 Business Days of the occurrence of the Termination Date (as defined below) and (iv) shall, following the Acquisition Closing Date, act in good faith with relevant parties to the Registration Rights Agreement to cause you to become a party to such Registration Rights Agreement and to cause the PubCo Class B Ordinary Shares into which your Retained Shares are exchanged in the Initial Merger (or any PubCo Class A Ordinary Shares into which such PubCo Class B Ordinary Shares are subsequently converted) to be Registrable Securities (as such term is defined in the Registration Rights Agreement).

 

 

By signing this letter agreement, you hereby agree (i) not to exercise any right you may have to retain or dispute the transfer to Sponsor of the Transferred Shares for nil consideration, (ii) that you irrevocably relinquish any right or interest of any nature whatsoever that you may have in and to the Transferred Shares and (iii) without the prior written consent of Sponsor in its sole discretion, from the date hereof through the Termination Date (a) not to sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of, or enter into any agreement to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the SEC promulgated thereunder, with respect to, any Lock-Up Shares, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Lock-Up Shares, whether or not any such transaction is to be settled by delivery of such Lock-Up Shares, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in the foregoing clause (a) or (b) (each, a “Lock-Up Transfer”). The foregoing shall not apply to (a) Lock-Up Transfers of Lock-Up Shares in the event of completion of a bona fide amalgamation, merger, scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up or other similar transaction which results in all of PubCo’s security holders having the right to exchange their PubCo Shares or PubCo Merger Warrants for cash, securities or other property, or (b) Lock-Up Transfers required by Law. If any Lock-Up Transfer is made or attempted contrary to the provisions of letter agreement, such purported Lock-Up Transfer shall be null and void ab initio.

 

For the purposes of this letter agreement:

 

“Termination Date” shall mean the earliest of (i) the date falling 5 years after the Acquisition Closing Date, (ii) the date on which all payments owing by Sponsor under the deeds of irrevocable undertakings, dated May 25, 2023, entered into by Sponsor in favor of each of FWD Life Insurance Company, Limited and FWD Life Insurance Public Company Limited (the “Non-Redemption Deeds”) have been paid or waived, and (iii) the date on which both of the Non-Redemption Deeds have been terminated; and

 

“Lock-Up Shares” shall mean 1,460,000 PubCo Class B Ordinary Shares into which your Acquiror Class B Ordinary Shares are exchanged in the Initial Merger (or any PubCo Class A Ordinary Shares into which such PubCo Class B Ordinary Shares are subsequently converted).

 

This letter agreement (and the Agreement) shall be governed by the laws of the Hong Kong Special Administrative Region. Any dispute, controversy, difference or claim arising out of or relating to this letter agreement (or the Agreement) shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Hong Kong, and the number of arbitrators shall be three.

 

Please indicate your acceptance of the terms of this letter agreement by signing in the space below, executing the Transfer Form, and returning a signed copy of this letter agreement and the executed Transfer Form to us.

 

[Signature Page Follows]

 

 

Sincerely,

 

For and on behalf of Bridgetown LLC

 

	/s/ Matthew Danzeisen
	Name: Matthew Danzeisen
	Position: Manager

 

By signing below, I, Wong Ka Kit (Daniel Wong), hereby acknowledge and agree to the terms and conditions set forth herein.

 

	/s/ Wong Ka Kit (Daniel Wong)
	Wong Ka Kit (Daniel Wong)

 

 

Exhibit A

 

SHARE TRANSFER

 

Wong Ka Kit (Daniel Wong) (the “Transferor”) does hereby transfer to Bridgetown LLC of c/o 38/F Champion Tower, 3 Garden Road, Central, Hong Kong (the “Transferee”), 283,005 Class B ordinary shares standing in the Transferor’s name in the undertaking called Bridgetown Holdings Limited (an exempted company incorporated in the Cayman Islands), to hold the same unto the Transferee.

 

Signed by the Transferor

 

/s/ Wong Ka Kit (Daniel Wong)
Name:	Wong Ka Kit (Daniel Wong)

 

Dated: 11 September 2023

 

 

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