UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
PropertyGuru Group Limited
(Name of Issuer)
Ordinary shares, par value of $0.0001 per share
(Title of Class of Securities)
G7258M108
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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 otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1
|
1
|
Name of Reporting Person
Bridgetown 2 LLC (1) |
|
2
|
Check the Appropriate Box if a Member of a Group
(a) ☐
(b) ☒
|
|
3
|
SEC Use Only
|
|
4
|
Citizenship or Place of Organization
Cayman Islands |
|
Number of Shares Beneficially Owned by Each Reporting Person With:
|
5
|
Sole Voting Power
0
|
|
6
|
Shared Voting Power
0
|
|
|
7
|
Sole Dispositive Power
0
|
|
|
8
|
Shared Dispositive Power
0
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
|
11
|
Percent of Class Represented by Amount in Row (9)
0.0%. |
|
12
|
Type of Reporting Person
OO |
____________
(1) Bridgetown 2 LLC, a Cayman Islands limited liability company, has been dissolved.
2
|
1
|
Name of Reporting Person
Hertford Ventures Limited |
|
2
|
Check the Appropriate Box if a Member of a Group
(a) ☐
(b) ☒
|
|
3
|
SEC Use Only
|
|
4
|
Citizenship or Place of Organization
Cayman Islands |
|
Number of Shares Beneficially Owned by Each Reporting Person With:
|
5
|
Sole Voting Power
6,480,000 (1)
|
|
6
|
Shared Voting Power
0 (1)
|
|
|
7
|
Sole Dispositive Power
6,480,000 (1)
|
|
|
8
|
Shared Dispositive Power
0 (1)
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
6,480,000 (1) |
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
|
11
|
Percent of Class Represented by Amount in Row (9)
3.9%. (2) |
|
12
|
Type of Reporting Person
OO |
____________
(1) Includes 6,480,000 warrants to purchase Ordinary Shares on a one-for-one basis (“Private Placement Warrants”).
(2) The percentage of class of securities beneficially owned by the reporting person and the voting power represented thereby are based on (i) a total of 164,367,867 issued and outstanding Ordinary
Shares, based on the Issuer’s Form 6-K filed with the SEC on September 16, 2024; and (ii) the number of Ordinary Shares issuable upon the exercise of warrants held by the reporting person.
3
|
1
|
Name of Reporting Person
Li Tzar Kai, Richard (“Richard Li”) |
|
2
|
Check the Appropriate Box if a Member of a Group
(a) ☐
(b) ☒
|
|
3
|
SEC Use Only
|
|
4
|
Citizenship or Place of Organization
Canada |
|
Number of Shares Beneficially Owned by Each Reporting Person With:
|
5
|
Sole Voting Power
0
|
|
6
|
Shared Voting Power
6,480,000 (1)
|
|
|
7
|
Sole Dispositive Power
0
|
|
|
8
|
Shared Dispositive Power
6,480,000 (1)
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
6,480,000 (1) |
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
|
11
|
Percent of Class Represented by Amount in Row (9)
3.9%. (2) |
|
12
|
Type of Reporting Person
IN |
____________
(1) Includes 6,480,000 Private Placement Warrants directly held by Hertford Ventures Limited.
(2) The percentage of class of securities beneficially owned by the reporting person and the voting power represented thereby are based on (i) a total of 164,367,867 issued and outstanding Ordinary
Shares, based on the Issuer’s Form 6-K filed with the SEC on September 16, 2024; and (ii) the number of Ordinary Shares issuable upon the exercise of warrants indirectly held by the reporting person.
4
|
1
|
Name of Reporting Person
FWD Life Insurance Public Company Limited |
|
2
|
Check the Appropriate Box if a Member of a Group
(a) ☐
(b) ☒
|
|
3
|
SEC Use Only
|
|
4
|
Citizenship or Place of Organization
Thailand |
|
Number of Shares Beneficially Owned by Each Reporting Person With:
|
5
|
Sole Voting Power
0
|
|
6
|
Shared Voting Power
0
|
|
|
7
|
Sole Dispositive Power
0
|
|
|
8
|
Shared Dispositive Power
0
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
|
11
|
Percent of Class Represented by Amount in Row (9)
0.0%. |
|
12
|
Type of Reporting Person
OO |
____________
5
|
1
|
Name of Reporting Person
FWD Life Insurance Company, Limited (formerly known as FWD Fuji Life Insurance Company Limited) |
|
2
|
Check the Appropriate Box if a Member of a Group
(a) ☐
(b) ☒
|
|
3
|
SEC Use Only
|
|
4
|
Citizenship or Place of Organization
Japan |
|
Number of Shares Beneficially Owned by Each Reporting Person With:
|
5
|
Sole Voting Power
0
|
|
6
|
Shared Voting Power
0
|
|
|
7
|
Sole Dispositive Power
0
|
|
|
8
|
Shared Dispositive Power
0
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
|
11
|
Percent of Class Represented by Amount in Row (9)
0.0%. |
|
12
|
Type of Reporting Person
OO |
____________
6
| Item 1(a). |
Name of Issuer:
|
PropertyGuru Group Limited
| Item 1(b). |
Address of Issuer’s Principal Executive Offices:
|
Paya Lebar Quarter 1
Paya Lebar Link
#12-01/04
Singapore 408533
Paya Lebar Link
#12-01/04
Singapore 408533
| Item 2(a). |
Name of Person Filing:
|
(i) Bridgetown 2 LLC
(ii) Hertford Ventures Limited
(iii) Richard Li, indirect sole owner of Hertford Ventures Limited, and indirect majority owner of each of FWD Life Insurance Public Company Limited
(“FWD Life”) and FWD Life Insurance Company, Limited (“FWD Japan”)
(iv) FWD Life Insurance Public Company Limited
(v) FWD Life Insurance Company, Limited (formerly known as FWD Fuji Life Insurance Company Limited)
| Item 2(b). |
Address of Principal Business Office, or, if none, Residence:
|
The address of the principal business and principal office of each of Hertford Ventures Limited and Richard Li is c/o 38/F Champion Tower, 3 Garden
Road, Central, Hong Kong. The address of the principal business and principal office of FWD Life is No. 6 O-NES Tower, 4th, 22nd-23rd Floors, Soi Sukhumvit 6, Khlong Toei Sub-District, Khlong Toei District, Bangkok 10110. The address of the
principal business and principal office of FWD Japan is 2-2-5 Nihonbashi-Honcho, Chuo-ku, Tokyo, Japan.
| Item 2(c). |
Citizenship:
|
Hertford Ventures Limited is a Cayman Islands limited company. Mr. Li is a citizen of Canada. FWD Life is a Thai public limited company. FWD Japan is a
Japanese joint stock company.
| Item 2(d). |
Title of Class of Securities:
|
Ordinary shares, par value $0.0001 per share, of the Issuer.
| Item 2(e). |
CUSIP No.:
|
G7258M108
| Item 3. |
If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d -2(b) or (c), check whether the persons filing is a:
|
Not applicable
| Item 4. |
Ownership:
|
The following information with respect to the ownership of the ordinary shares of the Issuer by each of the reporting persons is
provided as of September 30, 2024:
7
|
Amount beneficially owned
|
Percent of class(1)
|
Sole power to vote or direct the vote
|
Shared power to vote or to direct the vote
|
Sole power to dispose or to direct the disposition of
|
Shared power to dispose or to direct the disposition of
|
|
|
Bridgetown 2 LLC
|
0
|
0.0%
|
0
|
0
|
0
|
0
|
|
Hertford Ventures Limited
|
6,480,000 (2)
|
3.9%
|
6,480,000 (2)
|
0 (2)
|
6,480,000 (2)
|
0
|
|
Richard Li
|
6,480,000 (3)
|
3.9%
|
0(3)
|
6,480,000 (3)
|
0
|
6,480,000 (3)
|
|
FWD Life Insurance Public Company Limited
|
0
|
0.0%
|
0
|
0
|
0
|
0
|
|
FWD Life Insurance Company, Limited
|
0
|
0.0%
|
0
|
0
|
0
|
0
|
________________________________________________
|
(1)
|
The percentage of class of securities beneficially owned by the reporting person and the voting power represented thereby are based on (i) a total of
164,367,867 issued and outstanding Ordinary Shares, based on the Issuer’s Form 6-K filed with the SEC on September 16, 2024; and (ii) the number of Ordinary Shares issuable upon the exercise of warrants held by such reporting person, if any
(but not the number of Ordinary Shares issuable upon the exercise of warrants held by any other person).
|
|
(2)
|
Represents 6,480,000 Private Placement Warrants. Each of FWD Life Insurance Public Company Limited and FWD Life Insurance Company, Limited may be deemed
to be an affiliate of Hertford Ventures Limited.
|
|
(3)
|
Represents 6,480,000 Private Placement Warrants held by Hertford Ventures Limited. Each of FWD Life Insurance Public Company Limited and FWD Life
Insurance Company, Limited may be deemed to be an affiliate of Hertford Ventures Limited.
|
| Item 5. |
Ownership of Five Percent or Less of a Class:
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following ☒.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person:
|
Not applicable
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
|
Not applicable
| Item 8. |
Identification and Classification of Members of the Group:
|
Not applicable
| Item 9. |
Notice of Dissolution of Group:
|
Not applicable
| Item 10. |
Certifications:
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under § 240.14a-11.
8
LIST OF EXHIBITS
Exhibit 99.1 — Joint Filing Agreement
9
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.
Dated: November 5, 2024
|
BRIDGETOWN 2 LLC
|
|||
|
By:
|
/s/ Peter A. Allen |
||
|
Name:
|
Peter A. Allen
|
||
|
Title:
|
Authorized Signatory
|
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HERTFORD VENTURES LIMITED
|
|||
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By:
|
/s/ Peter A. Allen |
||
|
Name:
|
Peter A. Allen
|
||
|
Title:
|
Director
|
|
Li Tzar Kai, Richard
|
|||
| /s/ Li Tzar Kai, Richard |
|||
|
FWD LIFE INSURANCE PUBLIC COMPANY LIMITED
|
|||
|
By:
|
/s/ Jean Asber |
||
|
Name:
|
Jean Asber
|
||
|
Title:
|
Deputy CFO
|
||
| By: | /s/ Prachai Komolphanporn |
||
| Name: |
Prachai Komolphanporn | ||
| Title: | Head of Investment and ALM |
|
FWD LIFE INSURANCE COMPANY, LIMITED
|
|||
|
By:
|
/s/ Keiji Katsuragawa |
||
|
Name:
|
Keiji Katsuragawa
|
||
|
Title:
|
A head of Investment Division
|
||