Bridgetown 2 Holdings Limited filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control of Registrant, Leadership Update, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Introductory Note
As previously disclosed in the Current Report on Form 8-K filed by Bridgetown 2 Holdings Limited (“Bridgetown 2”) with the Securities and Exchange Commission (the “SEC”) on July 23, 2021, Bridgetown 2 entered into a Business Combination Agreement, dated as of July 23, 2021, (the “Business Combination Agreement”, and the transactions contemplated by the Business Combination Agreement, the “Business Combination”) with PropertyGuru Group Limited, a Cayman Islands exempted company limited by shares (“PubCo”), B2 PubCo Amalgamation Sub Pte. Ltd., a Singapore private company limited by shares and a direct wholly-owned subsidiary of PubCo (“Amalgamation Sub”) and PropertyGuru Pte. Ltd., a Singapore private company limited by shares (“PropertyGuru”).
The Business Combination was consummated in accordance with the terms of the Business Combination Agreement on March 17, 2022. As a result of the Business Combination, (i) Bridgetown 2 has merged with and into PubCo, and (ii) Amalgamation Sub and PropertyGuru have amalgamated and continue as one company, with PropertyGuru as the surviving entity and a wholly-owned subsidiary of PubCo.
Capitalized terms not otherwise defined have the meaning set forth in the Business Combination Agreement. The description of the Business Combination Agreement and related transactions (including, without limitation, the Business Combination) in this Current Report on Form 8-K does not purport to be complete and is subject, and qualified in its entirety by reference to the full text of the Business Combination Agreement, which is attached as Exhibit 2.1 to Bridgetown 2’s Current Report on Form 8-K filed with the SEC on July 23, 2021, incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets
To the extent required by Item 2.01 of Form 8-K, the disclosure set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Material Modification to Rights of Security Holders
In connection with the Business Combination, on March 17, 2022, Bridgetown 2 notified the Nasdaq Stock Market (“NASDAQ”) of the consummation of the Business Combination and (i) requested that NASDAQ suspend trading of the Bridgetown 2 Class A ordinary shares (as described on the cover page of this Current Report on Form 8-K, the “Bridgetown 2 Securities”), effective March 17, 2022 and (ii) filed with the SEC a Form 25 to delist the Bridgetown 2 Securities under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). PubCo, as successor by merger to Bridgetown 2, has informed Bridgetown 2 that it intends to file a certification on Form 15 with the SEC to deregister the Bridgetown 2 Securities and suspend Bridgetown 2’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.
Item 3.03. Material Modifications to Rights of Security Holders
To the extent required by Item 3.03 of Form 8-K, the disclosure set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.
Item 5.01. Changes in Control of Registrant
To the extent required by Item 5.01 of Form 8-K, the disclosure set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.
As a result of the Business Combination, a change in control of Bridgetown 2 occurred and Bridgetown 2 merged with and into PubCo.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
In connection with consummation of the Business Combination, the following officers and directors of Bridgetown 2 ceased to hold their respective positions: Daniel Wong ceased to be Chief Executive Officer, Chief Financial Officer and director; Matt Danzeisen ceased to be Chairman of the Board of Directors; and the following individuals also ceased to be directors: Samuel Altman, John R. Hass and In Joon Hwang.
Item 8.01. Other Events
On March 17, 2022, PubCo and Bridgetown 2 will issue a joint press release announcing the closing of the Business Combination, a copy of which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Joint Press Release of Pubco and Bridgetown 2, dated March 18, 2022. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |
SIGNATURES
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.
| Dated: March 17, 2022 | BRIDGETOWN 2 HOLDINGS LIMITED | |||||
| By: | /s/ Daniel Wong | |||||
| Name: | Daniel Wong | |||||
| Title: | Chief Executive Officer and Chief Financial Officer | |||||