Item 1.01 Entry Into A Material Definitive Agreement.
Business Combination Agreement
On May 25, 2023, Bridgetown Holdings Limited, a Cayman Islands exempted company
limited by shares ("Bridgetown"), entered into a Business Combination Agreement
(as it may be amended, supplemented or otherwise modified from time to time, the
"Business Combination Agreement"), by and among 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 ("Merger Sub 1"), Gemini Merger Sub 2 Limited,
a Cayman Islands exempted company limited by shares and a direct wholly-owned
subsidiary of PubCo ("Merger Sub 2") and CompareAsia Group Capital Limited, a
Cayman Islands exempted company limited by shares (the "Company").
The Business Combination Agreement and the transactions contemplated thereby
have been approved by the board of directors of Bridgetown (the "Bridgetown
Board"), upon the unanimous recommendation of the special committee established
by the Bridgetown Board (the "Bridgetown Special Committee"). Bridgetown formed
the Bridgetown Special Committee, consisting of all of the members of the
Bridgetown Board other than Daniel Wong, to evaluate and make recommendations to
the full Bridgetown Board with respect to the Business Combination (as defined
below) with the Company. Mr. Wong is not a member of the Bridgetown Special
Committee, was not permitted to attend any sessions of the Bridgetown Special
Committee, and has recused himself from discussions of the Bridgetown Board
about the Business Combination and voting on matters related to the Business
Combination. Houlihan Capital, LLC, the independent financial advisor to the
Bridgetown Special Committee, delivered a fairness opinion in which Houlihan
Capital LLC opined that the Business Combination, based on and subject to the
assumptions made, procedures followed, matters considered and limitations and
qualifications set forth in such opinion, is fair to the unaffiliated
shareholders of Bridgetown, from a financial point of view.
The Business Combination
The Business Combination Agreement provides for, among other things, the
following transactions: (i) Bridgetown will merge with and into Merger Sub 1,
with Merger Sub 1 being the surviving entity and remaining a wholly-owned
subsidiary of PubCo (the "Initial Merger"); and (ii) following the Initial
Merger, Merger Sub 2 will merge with and into the Company, with the Company
being the surviving entity and becoming a wholly-owned subsidiary of PubCo (the
"Acquisition Merger"). The Initial Merger, the Acquisition Merger and the other
transactions contemplated by the Business Combination Agreement are hereinafter
referred to as the "Business Combination."
The Business Combination is expected to close in the third or fourth quarter of
2023, following the receipt of the required approval by Bridgetown's
shareholders and the Company's shareholders and the fulfillment of other
customary closing conditions.
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Business Combination Consideration
In accordance with the terms and subject to the conditions of the Business
Combination Agreement, (a) at the effective time of the Initial Merger (the
"Initial Merger Effective Time"), (i) each Class A ordinary share of Bridgetown
(each a "Bridgetown Class A Ordinary Share") issued and outstanding immediately
prior to the Initial Merger Effective Time (other than any Bridgetown Class A
Ordinary Shares redeemed (if any) pursuant to Acquiror Share Redemptions (as
defined in the Business Combination Agreement)) will be cancelled and cease to
exist in exchange for one PubCo Class A Ordinary Share; (ii) each Acquiror
Warrant (as defined in the Business Combination Agreement) issued and
outstanding immediately prior to the Initial Merger Effective Time will be
assumed by PubCo and converted into a PubCo warrant to purchase one PubCo
Class A Ordinary Share as determined in accordance with the Business Combination
Agreement and pursuant to the Assignment, Assumption and Amendment Agreement (as
defined below); (iii) each Class B ordinary share of Bridgetown (each a
"Bridgetown Class B Ordinary Share", and each of the Bridgetown Class A Ordinary
Shares and Bridgetown Class B Ordinary Shares is referred to as a "Bridgetown
Ordinary Share") issued and outstanding immediately prior to the Initial Merger
Effective Time will be cancelled and cease to exist in exchange for one Class B
ordinary share of PubCo (each a "PubCo Class B Ordinary Share"); (iv) the
outstanding portion of any Working Capital Loans (as defined in the Business
Combination Agreement) equal to or less than $5,000,000 (subject to such
increases as may be agreed in writing between Bridgetown and the Company)
outstanding immediately prior to the Initial Merger Effective Time shall be
capitalized and converted into the right to receive such number of newly issued
PubCo Class A Ordinary Shares as determined in accordance with the Business
Combination Agreement and pursuant to the Working Capital Loan Capitalization
Agreement (as defined below); and (v) each issued and outstanding share of
Merger Sub 1 will continue existing and constitute the only issued and
outstanding share in the capital of Merger Sub 1 (as the surviving company in
the Initial Merger); and (b) at the effective time of the Acquisition Merger
(the "Acquisition Effective Time"), (i) each ordinary share of the Company
(including, for the avoidance of doubt, each Class A ordinary share of the
Company issued in the Company Preference Share Conversion (as defined in the
Business Combination Agreement)) issued and outstanding immediately prior to the
Acquisition Effective Time will automatically be cancelled and converted into
such number of newly issued Class A ordinary shares of PubCo (each, a "PubCo
Class A Ordinary Share") as determined in accordance with the Business
Combination Agreement; (ii) each Company Option (as defined in the Business
Combination Agreement) issued and outstanding immediately prior to the
Acquisition Effective Time will be assumed by PubCo and converted into an option
in respect of such number of newly issued PubCo Class A Ordinary Shares as
determined in accordance with the Business Combination Agreement; (iii) each
Company Warrant (as defined in the Business Combination Agreement) issued and
outstanding immediately prior to the Acquisition Effective Time will be assumed
by PubCo and converted into a PubCo warrant to purchase such number of newly
issued PubCo Class A Ordinary Shares as determined in accordance with the
Business Combination Agreement and pursuant to the PubCo Class A Acquisition
Warrant Instrument, PubCo Class C-1 Acquisition Warrant Instrument or PubCo
Class C-2 Acquisition Warrant Instrument (each as defined in the Business
Combination Agreement), as applicable; (iv) the unexercised portion of the
Existing Call Option (as defined in the Business Combination Agreement) will be
assumed by PubCo and converted into an option to purchase certain loan notes of
PubCo and certain newly issued PubCo Class A Ordinary Shares pursuant to the
. . .
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K
is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On May 25, 2023, the Company and Bridgetown issued a press release (the "Press
Release") announcing the Business Combination. The Press Release is attached
hereto as Exhibit 99.1 and incorporated by reference herein.
Also on May 25, 2023, the Company rebranded itself as the MoneyHero Group and
posted an investor presentation regarding its business operations and certain
financial data on the Company's website at https://www.moneyherogroup.com (the
"Investor Presentation"). The Investor Presentation is attached hereto as
Exhibit 99.2 and incorporated herein by reference herein.
Based on the consolidated financial statements of the Company, the unaudited
total assets and net assets of the Company as of December 31, 2022 were
approximately US$64.2 million and US$15.8 million, respectively. The unaudited
net loss of the Company before tax for the two years ended December 31, 2021 and
2022 were US$31.0 million and US$49.7 million, respectively, and the unaudited
net loss of the Company after tax for the two years ended December 31, 2021 and
2022 were approximately US$31.0 million and US$49.4 million, respectively.
Audited financial information of the Company is expected to be filed by PubCo
with the U.S. Securities and Exchange Commission (the "SEC") in a registration
statement on Form F-4 (the "Registration Statement") and made available on the
website of the SEC at www.sec.gov.
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is
furnished and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise
subject to liabilities under that section, and shall not be deemed to be
incorporated by reference into the filings of Bridgetown under the Securities
Act or the Exchange Act, regardless of any general incorporation language in
such filings. This Current Report on Form 8-K will not be deemed an admission as
to the materiality of any information of the information contained in this Item
7.01, including Exhibit 99.1 and Exhibit 99.2.
Forward-Looking Statements
This Current Report on Form 8-K, including the description of the transactions,
agreements, and other information contained herein and the exhibits hereto
(collectively, this "communication"), includes "forward-looking statements"
within the meaning of the United States federal securities laws with respect to
the proposed Business Combination, and also contains certain financial forecasts
and projections. All statements other than statements of historical fact
contained in this communication, including, but not limited to, statements as to
future results of operations and financial position, planned products and
services, business strategy and plans, objectives of management for future
operations of the Company, market size and growth opportunities, competitive
position, technological and market trends and the potential benefits and
expectations related to the terms and timing of the proposed Business
Combination, are forward-looking statements. Some of these forward-looking
statements can be identified by the use of forward-looking words, including
"outlook," "believes," "expects," "potential," "continues," "may," "will,"
"should," "could," "seeks," "predicts," "intends," "trends," "plans,"
"estimates," "anticipates" or the negative version of these words or other
comparable words. All forward-looking statements are based upon estimates and
forecasts and reflect the views, assumptions, expectations, and opinions of
Bridgetown and the Company, which are all subject to change due to various
factors including, without limitation, changes in general economic conditions.
Any such estimates, assumptions, expectations, forecasts, views or opinions,
whether or not identified in this communication, should be regarded as
indicative, preliminary and for illustrative purposes only and should not be
relied upon as being necessarily indicative of future results.
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The forward-looking statements and financial forecasts and projections contained
in this communication are subject to a number of factors, risks and
uncertainties. Potential risks and uncertainties that could cause the actual
results to differ materially from those expressed or implied by forward-looking
statements include, but are not limited to, changes in business, market,
financial, political and legal conditions; the timing and structure of the
Business Combination; changes to the proposed structure of the Business
Combination that may be required or appropriate as a result of applicable laws
or regulations; the inability of the parties to successfully or timely
consummate the Business Combination and the other transactions in connection
therewith, including as a result of the COVID-19 pandemic or the risk that any
regulatory approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined company or the
expected benefits of the Business Combination or that the approval of the
shareholders of Bridgetown or the Company is not obtained; the risk that the
Business Combination disrupts current plans and operations of Bridgetown or the
Company as a result of the announcement and consummation of the Business
Combination; PubCo's inability to obtain or maintain the listing of its
securities on Nasdaq following the Business Combination; failure to realize the
anticipated benefits of Business Combination; risk relating to the uncertainty
of the projected financial information with respect to the Company; the amount
of redemption requests made by Bridgetown's shareholders and the amount of funds
available in the Bridgetown trust account; the Company's ability to attract new
and retain existing customers in a cost effective manner; competitive pressures
in and any disruption to the industry in which the Company and its subsidiaries
(the "Group") operates; the Group's ability to achieve profitability despite a
history of losses; the Group's ability to implement its growth strategies and
manage its growth; the Group's ability to meet consumer expectations; the
success of the Group's new product or service offerings; the Group's ability to
attract traffic to its websites; the Group's internal controls; fluctuations in
foreign currency exchange rates; the Group's ability to raise capital; media
coverage of the Group; the Group's ability to obtain adequate insurance
coverage; changes in the regulatory environments (such as anti-trust laws,
foreign ownership restrictions and tax regimes) and general economic conditions
in the countries in which the Group operates; the Group's ability to attract and
retain management and skilled employees; the impact of the COVID-19 pandemic or
any other pandemic on the business of the Group; the success of the Group's
strategic investments and acquisitions, changes in the Group's relationship with
its current customers, suppliers and service providers; disruptions to the
Group's information technology systems and networks; the Group's ability to grow
and protect its brand and the Group's reputation; the Group's ability to protect
its intellectual property; changes in regulation and other contingencies; the
Group's ability to achieve tax efficiencies of its corporate structure and
intercompany arrangements; potential and future litigation that the Group may be
involved in; and unanticipated losses, write-downs or write-offs, restructuring
and impairment or other charges, taxes or other liabilities that may be incurred
or required subsequent to, or in connection with, the consummation of the
Business Combination and technological advancements in the Group's industry. The
foregoing list of factors is not exhaustive. You should carefully consider the
foregoing factors and the other risks and uncertainties described in the "Risk
Factors" section of the Registration Statement, the proxy statement/prospectus
discussed below, Bridgetown's periodic reports and other documents to be filed
by PubCo or Bridgetown from time to time with the SEC). These filings identify
and address other important risks and uncertainties that could cause actual
events and results to differ materially from those contained in the
forward-looking statements. In addition, there may be additional risks that
neither Bridgetown nor the Company presently know, or that Bridgetown or the
Company currently believes are immaterial, that could also cause actual results
to differ from those contained in the forward-looking statements.
Forward-looking statements reflect Bridgetown's and the Company's expectations,
plans, projections or forecasts of future events and view. If any of the risks
materialize or Bridgetown's or the Company's assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements.
Forward-looking statements speak only as of the date they are made. Bridgetown
and the Company anticipate that subsequent events and developments may cause
their assessments to change. However, while PubCo, Bridgetown and the Company
may elect to update these forward-looking statements at some point in the
future, PubCo, Bridgetown and the Company specifically disclaim any obligation
to do so, except as required by law. The inclusion of any statement in this
document does not constitute an admission by the Company nor Bridgetown or any
other person that the events or circumstances described in such statement are
material. These forward-looking statements should not be relied upon as
representing Bridgetown's or the Company's assessments as of any date subsequent
to the date of this document. Accordingly, undue reliance should not be placed
upon the forward-looking statements. In addition, the analyses of the Company
and Bridgetown contained herein are not, and do not purport to be, appraisals of
the securities, assets or business of the Company, Bridgetown or any other
entity.
Important Information About the Proposed Transactions and Where to Find It
This communication relates to the proposed Business Combination between the
Company and Bridgetown. This document does not constitute an offer to sell or
exchange, or the solicitation of an offer to buy or exchange, any securities,
nor shall there be any sale of securities in any jurisdiction in which such
offer, sale or exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. The proposed Business
Combination will be submitted to shareholders of Bridgetown for their
consideration.
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The Registration Statement will include a preliminary proxy statement in
connection with Bridgetown's solicitation for proxies for the vote by
. . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
2.1* Business Combination Agreement, dated as of May 25, 2023, by and
among Bridgetown Holdings Limited, MoneyHero Limited, Gemini Merger
Sub 1 Limited, Gemini Merger Sub 2 Limited and CompareAsia Group
Capital Limited
10.1* Company Holders Support and Lock-Up Agreement and Deed, dated as of
May 25, 2023, by and among, Bridgetown Holdings Limited, MoneyHero
Limited, CompareAsia Group Capital Limited, and the other parties
named therein.
10.2* Sponsor Support and Lock-Up Agreement and Deed, dated as of May 25,
2023, by and among Bridgetown Holdings Limited, MoneyHero Limited,
CompareAsia Group Capital Limited and Bridgetown LLC.
10.3 Registration Rights Agreement, dated as of May 25, 2023, by and
among Bridgetown Holdings Limited, Bridgetown LLC, MoneyHero Limited,
CompareAsia Group Capital Limited and the other parties named therein.
10.4 Assignment, Assumption and Amendment Agreement, dated May 25, 2023,
by and among Bridgetown Holdings Limited, MoneyHero Limited, and
Continental Stock Transfer & Trust Company.
10.5* Working Capital Loan Capitalization Agreement, dated as of May 25,
2023, by and among Bridgetown Holdings Limited, Bridgetown LLC,
MoneyHero Limited and CompareAsia Group Capital Limited.
10.6* Fee Letter, dated as of May 25, 2023, issued by Bridgetown LLC and
BTN Investments LLC to MoneyHero Limited and CompareAsia Group Capital
Limited.
10.7 Deed of Irrevocable Undertakings, dated as of May 25, 2023, by
Bridgetown LLC to FWD Life Insurance Company, Limited.
10.8 Deed of Irrevocable Undertakings, dated as of May 25, 2023, by
Bridgetown LLC to FWD Life Insurance Public Company Limited.
10.9* PubCo Call Option Agreement, dated as of May 25, 2023, by and
between MoneyHero Limited and PCCW Media International Limited
99.1 Press Release, dated May 25, 2023.
99.2 Investor Presentation, dated May 25, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* The schedules and/or annexes to this Exhibit have been omitted in accordance
with Regulation S-K Item 601(b)(2). Bridgetown hereby undertakes to furnish
supplementally a copy of any omitted schedule to the SEC upon its request;
provided, however, that Bridgetown may request confidential treatment for any
such schedules so furnished.
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