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BTWN Bridgetown

Filed: 3 Dec 20, 4:43pm

 

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):  December 3, 2020

 

BRIDGETOWN HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

 

Cayman Islands 001-249000 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, including zip code)

 

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
Units, each consisting of one Class A Ordinary Share and one-third of one Redeemable Warrant BTWNU The NASDAQ Stock Market LLC
     
Class A Ordinary Shares, par value $0.0001 per share BTWN The NASDAQ Stock Market LLC
     
Warrants, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share BTWNW 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company þ

 

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. ☐

 

 

 

 

Item 8.01 Other Events.

 

Separate Trading of Units, Class A Ordinary Shares and Warrants

 

As previously reported, on Current Reports on Form 8-K, filed on October 20, 2020 and October 29, 2020, Bridgetown Holdings Limited (the “Company”) consummated its initial public offering (“IPO”) of an aggregate of 59,499,351 units (the “Units”), including 4,499,351 Units issued pursuant to the partial exercise of the underwriters’ over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Class A Ordinary Shares”), and one-third of one redeemable warrant of the Company (the “Warrants”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of approximately $594,993,510.

 

On December 3, 2020, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Units may elect to separately trade the Class A Ordinary Shares and Warrants comprising the Units commencing on December 7, 2020. Those Units not separated will continue to trade on the Nasdaq Stock Market LLC under the symbol “BTWNU,” and the Class A Ordinary Shares and Warrants that are separated will trade on the Nasdaq Stock Market LLC under the symbols “BTWN” and “BTWNW,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Holders of the Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Ordinary Shares and Warrants.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)Exhibits. The following exhibit is filed with this Form 8-K:

 

Exhibit
No.

 

Description of Exhibits

99.1 Press Release dated December 3, 2020.

 

 

 

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.

 

 BRIDGETOWN HOLDINGS LIMITED
   
 By:/s/ Daniel Wong
  Name: Daniel Wong
  Title:   Chief Executive Officer and Chief Financial Officer
   
Dated: December 3, 2020