| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13G/A | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 1)* | |
|
Bridgetown 2 Holdings Limited | |
| (Name of Issuer) | |
|
Class A Ordinary Shares, par value $0.0001 per share | |
| (Title of Class of Securities) | |
|
G1355V103 | |
| (CUSIP Number) | |
|
December 31, 2021 | |
| (Date of Event Which Requires Filing of This Statement) | |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: | |
| x | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1 of 7 Pages) | |
______________________________
*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).
| CUSIP No. G1355V103 | 13G/A | Page 2 of 7 Pages |
| 1 |
NAME OF REPORTING PERSON Naya Capital Management UK Ltd. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 3,621,940 | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 3,621,940 | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,621,940 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.1% | |||
| 12 |
TYPE OF REPORTING PERSON CO, FI | |||
| CUSIP No. G1355V103 | 13G/A | Page 3 of 7 Pages |
| 1 |
NAME OF REPORTING PERSON Masroor Siddiqui | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 3,621,940 | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 3,621,940 | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,621,940 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.1% | |||
| 12 |
TYPE OF REPORTING PERSON IN | |||
| CUSIP No. G1355V103 | 13G/A | Page 4 of 7 Pages |
| Item 1(a). | NAME OF ISSUER |
| The name of the issuer is Bridgetown 2 Holdings Limited (the "Company"). |
| Item 1(b). | ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES |
| The Company's principal executive offices are located at c/o 38/F Champion Tower, 3 Garden Road, Central, Hong Kong. |
| Item 2(a). | NAME OF PERSON FILING |
| This statement is filed by: (i) Naya Capital Management UK Ltd., a United Kingdom private limited company ("Naya"), with respect to the Shares (as defined in Item 2(d) below) held by certain funds (the "Naya Funds") to which it serves as the investment manager and (ii) Masroor Siddiqui ("Mr. Siddiqui," and together with Naya, the "Reporting Persons"), who serves as the controlling person of Naya, with respect to the Shares directly held by the Naya Funds. | |
| The filing of this statement should not be construed as an admission that any of the forgoing persons or the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Shares reported herein. |
| Item 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE |
| The address of the business office of each of the Reporting Persons is 103 Mount Street, London W1K 2TJ. |
| Item 2(c). | CITIZENSHIP |
| Naya is a private limited company organized under the laws of England and Wales. Mr. Siddiqui is a citizen of the United States. |
| Item 2(d). | TITLE OF CLASS OF SECURITIES |
| Class A Ordinary Shares, par value $0.0001 per share (the "Shares") |
| Item 2(e). | CUSIP NUMBER |
| G1355V103 |
| CUSIP No. G1355V103 | 13G/A | Page 5 of 7 Pages |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act; | |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act; | |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act; | |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940; | |
| (e) | x | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | ¨ |
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
| |
| (g) | x | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | |
| (h) | ¨ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
| |
| (i) | ¨ |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
| |
| (j) | ¨ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
|
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: |
| Item 4. |
| OWNERSHIP | |
| The percentage used herein are calculated based upon 29,900,000 Shares outstanding as of November 30, 2021, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed by the Company with the Securities and Exchange Commission on November 30, 2021 | |
| The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover pages of the Reporting Persons and is incorporated herein by reference. |
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
| Not applicable. |
| CUSIP No. G1355V103 | 13G/A | Page 6 of 7 Pages |
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
| See Item 2. The Naya Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported herein. Naya Master Fund LP, a Naya Fund, has the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the Shares. |
| 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. | CERTIFICATION |
| Each Reporting Person hereby makes the following certification: |
| By signing below the Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. |
| CUSIP No. G1355V103 | 13G/A | Page 7 of 7 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATE: February 14, 2022
| Naya Capital Management UK Ltd. | |
| /s/ Ian Wylie | |
| Name: Ian Wylie | |
| Title: Chief Operating Officer | |
|
/s/ Masroor Siddiqui |
|
| MASROOR SIDDIQUI |