Bridgetown 3 Holdings Ltd S-1/A

REGISTRATION STATEMENT

FORM OF UNDERWRITING AGREEMENT

SPECIMEN UNIT CERTIFICATE

SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE

SPECIMEN WARRANT CERTIFICATE

FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT

OPINION OF MAPLES AND CALDER (CAYMAN) LLP, CAYMAN ISLANDS LEGAL COUNSEL TO THE REGISTRANT

OPINION OF ELLENOFF GROSSMAN & SCHOLE LLP, UNITED STATES LEGAL COUNSEL TO THE REGISTRANT

AMENDED AND RESTATED PROMISSORY NOTE, DATED AS OF SEPTEMBER 29, 2021 ISSUED TO BRIDGETOWN 3 LLC.

FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, ITS OFFICERS AND DIRECTORS AND BRIDGETOWN 3 LLC

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT

FORM OF REGISTRATION RIGHTS AGREEMENT BETWEEN THE REGISTRANT AND CERTAIN SECURITY HOLDERS

FORM OF PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND BRIDGETOWN 3 LLC

FORM OF INDEMNITY AGREEMENT

CONSENT OF WITHUMSMITH+BROWN, PC

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