UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 7 15, 2022

BRIDGETOWN 2 HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

Cayman Islands

001-39932

N/A

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

c/o 38/F Champion Tower

3 Garden Road, Central

Hong Kong

(Address of principal executive offices)

Registrant’s telephone number, including area code: +852 2514 8888

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Ordinary Shares, par value $0.0001 per share

BTNB

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Introductory~~Item ~~Note~~5.07 Submission of Matters to a Vote of Security Holders

AsOn ~~previously~~March 15, ~~disclosed~~Bridgetown in2 ~~the~~Holdings ~~Current~~Limited, ~~Report~~a onCayman ~~Form~~Islands ~~8-K~~exempted ~~filed~~company by (“Bridgetown 2”), ~~Holdings~~held ~~Limited~~an extraordinary general meeting of shareholders (the “~~Company~~EGM”). ~~with~~At the ~~Securities~~EGM, ~~and~~a ~~Exchange~~total ~~Commission~~of ~~(the~~29,745,098 ~~“SEC”~~(79.586%) onof ~~July 23,~~Bridgetown ~~2021,~~2’s ~~the~~issued ~~Company~~and ~~entered~~outstanding ~~into~~ordinary ashares ~~Business~~held ~~Combination~~of ~~Agreement,~~record ~~dated~~ as of ~~July~~February 233, ~~2021~~2022, (the ~~“Business~~record ~~Combination~~date ~~Agreement”,~~for ~~and~~ the ~~transactions~~EGM, ~~contemplated~~were bypresent ~~the~~either ~~Business~~in ~~Combination~~person ~~Agreement,~~or ~~the~~by ~~“Business~~proxy, ~~Combination”)~~which ~~with~~constituted ~~PropertyGuru~~a ~~Group~~quorum ~~Limited,~~for athe ~~Cayman~~transaction ~~Islands~~of ~~exempted~~business. ~~company~~Bridgetown ~~limited~~2’s bystockholders ~~shares~~voted ~~(“PubCo”),~~on B2the ~~PubCo~~following ~~Amalgamation~~proposals ~~Sub~~at ~~Pte.~~the ~~Ltd.~~EGM, awhich ~~Singapore~~are ~~private~~defined ~~company~~and ~~limited~~described byin ~~shares~~more ~~and~~detail ain ~~direct~~the ~~wholly-owned~~definitive ~~subsidiary~~proxy statement/prospectus of ~~PubCo~~Bridgetown ~~(“Amalgamation~~2, ~~Sub”)~~which ~~and~~was ~~PropertyGuru~~filed ~~Pte.~~with ~~Ltd.,~~the aSecurities ~~Singapore~~and ~~private~~Exchange ~~company~~Commission ~~limited~~on byFebruary 14, ~~shares~~2022 (the “~~PropertyGuru~~Proxy Statement”). The shareholders approved each of the proposals listed below:

~~The~~Proposal ~~Business Combination is further described in the Company’s definitive proxy statement, dated February~~No. ~~14,~~1 ~~2022, contained in the registration statement of PropertyGuru Group Limited (“PubCo”) on Form F~~-4 ~~(as~~The ~~amended,~~Business ~~the~~Combination ~~“Proxy~~Proposal ~~Statement”).~~

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 the Company’s Current Report on Form 8-K filed with the SEC on July 23, 2021, incorporated herein by reference.


Votes For	Votes Against	Abstentions	Broker Non-Votes
28,990,686	752,452	1,960	0

~~Item~~Proposal 3No.~~01.~~2 ~~Notice~~- ofThe ~~Delisting;~~Merger ~~Transfer~~Proposal ~~of Listing; Material Modification to Rights of Security Holders~~

The Company has scheduled an Extraordinary General Meeting of Company shareholders, to be held at 10:00 a.m. Eastern Time on March 15, 2022 (the “Extraordinary General Meeting”), to vote on the Business Combination and the other proposals described in the Proxy Statement (the “Proposals). Assuming shareholders vote in favor of the Proposals and the closing of the Business Combination occurs, the Company expects to withdraw the listing of its Class A Ordinary Shares from the Nasdaq Stock Market (“Nasdaq”) on or around March 17, 2022 and it is expected that, subject to the approval of the NYSE, PubCo will begin trading on the NYSE on or around March 18, 2022. As further described in the Proxy Statement, assuming shareholders vote in favor of the Proposals and the conditions to closing are satisfied, all existing securities issued by the Company, including its Class A Ordinary Shares, shall cease to exist and automatically be converted into securities of PubCo. Accordingly, as further described in the Proxy Statement, holders of Company Class A Ordinary Shares shall become holders of PubCo Ordinary Shares unless they elect to redeem their Company Class A Ordinary Shares sufficiently in advance of the Extraordinary General Meeting.


Votes For	Votes Against	Abstentions	Broker Non-Votes
28,990,677	752,451	1,970	0

~~Accordingly,~~Proposal onNo. ~~March 7,~~3A ~~2022~~- ~~the Company notified Nasdaq of its intent to withdraw the listing of its Class A Ordinary Shares from Nasdaq.~~ The ~~Company~~Governing ~~intends~~Documents toProposal ~~file a Form 25 with the Securities and Exchange Commission on or around March 17, 2022 relating to the Company’s Class~~ A ~~Ordinary Shares.~~

The Company’s Class A Ordinary Shares are listed on The Nasdaq Stock Market and currently trade under the symbol “BTNB.”


Votes For	Votes Against	Abstentions	Broker Non-Votes
29,729,312	12,653	3,133	0

Proposal No. 3B - The Governing Documents Proposal B


Votes For	Votes Against	Abstentions	Broker Non-Votes
28,965,186	777,729	2,183	0

Proposal No. 3C - The Governing Documents Proposal C


Votes For	Votes Against	Abstentions	Broker Non-Votes
28,965,114	777,789	2,195	0

Proposal No. 3D - The Governing Documents Proposal D


Votes For	Votes Against	Abstentions	Broker Non-Votes
28,965,177	777,728	2,193	0

Proposal No. 4 - The Adjournment Proposal

As there were sufficient votes to approve the above proposals, the “Adjournment Proposal” described in the Proxy Statement was not presented to shareholders.

Based on the results of the EGM, and subject to the satisfaction or waiver of certain other closing conditions as described in the Proxy Statement, the transactions (the “Transactions”) contemplated by that certain Business Combination Agreement, dated as of July 23, 2021 (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among PropertyGuru Group Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“PubCo”), Bridgetown 2 Holdings Limited (the “Company” or “Bridgetown 2”), 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”), are expected to be consummated on March 17, 2022. Following the consummation of the Transactions, the common stock of PubCo is expected to begin trading on the New York Stock Exchange under the new symbol “PGRU”, on March 18, 2022.

Item 7.01

Regulation FD Disclosure.

In connection with the Business Combination, holders of 17,733,926 shares of Bridgetown 2’s Class A ordinary shares exercised their right to redeem their shares for cash at a redemption price of approximately $10.00 per share, for an aggregate redemption amount of $177,352,358.98.

Item 8.01.

Other Events

On March 715, 2022, ~~the~~Bridgetown ~~Company~~2 issued a press release announcing the ~~expected~~voting ~~closing~~results ~~date for proposed Business Combination with PropertyGuru and expected delisting~~ of ~~its~~the ~~Class A Ordinary Shares from Nasdaq~~EGM, 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.

ExhibitNo.		Description
99.1		Press Release, dated March 715, 2022.
104		Cover Page Interactive Data File (formatted as Inline XBRL).

~~SIGNATURES~~Forward Looking Statements

This Current Report on Form 8-K, including the description of the Business Combination Agreement and the exhibits hereto (collectively, this “communication”), includes “forward-looking statements” within the meaning of the federal securities laws with respect to the proposed transaction between PropertyGuru Pte. Ltd. (“PropertyGuru”), PubCo and Bridgetown 2, and regarding PropertyGuru’s future business expectations which involve risks and uncertainties. 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 PropertyGuru, 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 transactions, 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 2 and PropertyGuru, which are all subject to change due to various factors including, without limitation, changes in general economic conditions as a result of COVID-19. 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.

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 domestic and foreign 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, the PIPE investment and 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 2 or PropertyGuru is not obtained; the risk that the business combination disrupts current plans and operations of Bridgetown 2 or PropertyGuru as a result of the announcement and consummation of the business combination; the ability of PropertyGuru to grow and manage growth profitably and retain its key employees including its chief executive officer and executive team; the inability to obtain or maintain the listing of the post-acquisition company’s securities on the NYSE 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 PropertyGuru; the amount of redemption requests made by Bridgetown 2’s shareholders and the amount of funds available in the Bridgetown 2 trust account; PropertyGuru’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 PropertyGuru 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; customers of the Group continuing to make valuable contributions to its platform, the Group’s ability to meet consumer expectations; the success of the Group’s new product or service offerings; the Group’s ability to produce accurate forecasts of its operating and financial results; the Group’s ability to attract traffic to its websites; the Group’s ability to assess property values accurately; 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 insurance coverage; changes in the regulatory environments (such as anti-trust laws, foreign ownership restrictions and tax regimes) of the countries in which the Group operates, 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 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 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; 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 PubCo’s registration statement on Form F-4, the proxy statement/consent solicitation statement/prospectus discussed below, Bridgetown 2’s Quarterly Report on Form 10-Q and other documents filed by PubCo or Bridgetown 2 from time to time with the U.S. Securities and Exchange Commission (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 2 nor PropertyGuru presently know, or that Bridgetown 2 or PropertyGuru currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. Forward-looking statements reflect Bridgetown 2’s and PropertyGuru’s expectations, plans, projections or forecasts of future events and view. If any of the risks materialize or Bridgetown 2’s or PropertyGuru’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 2 and PropertyGuru anticipate that subsequent events and developments may cause their assessments to change. However, while PubCo, Bridgetown 2 and PropertyGuru may elect to update these forward-looking statements at some point in the future, PubCo, Bridgetown 2 and PropertyGuru 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 PropertyGuru nor Bridgetown 2 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 2’s or PropertyGuru’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 PropertyGuru and Bridgetown 2 contained herein are not, and do not purport to be, appraisals of the securities, assets or business of the PropertyGuru, Bridgetown 2 or any other entity.

SIGNATURE

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 7, 2022		BRIDGETOWN 2 HOLDINGS LIMITED
Bridgetown 2 Holdings Limited
By:	/s/ Daniel Wong	~~By:~~	~~/s/ Daniel Wong~~
Name:	Daniel Wong	~~Name:~~	~~Daniel Wong~~
Title:	Chief Executive Officer and Chief Financial Officer	~~Title:~~	~~Chief Executive Officer and Chief Financial Officer~~

Date: March 15, 2022

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