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 17, 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 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

/s/ Daniel Wong

Daniel Wong

Chief Executive Officer and Chief Financial Officer

Bridgetown 2 Holdings Ltd 8-K