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 1~~March 7, ~~2021~~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. ☐

~~Item 1.01~~Introductory ~~Entry Into A Material Definitive Agreement.~~Note

~~Amended~~As previously disclosed in the Current Report on Form 8-K filed by Bridgetown 2 Holdings Limited (the “Company”) with the Securities and ~~Restated~~Exchange ~~Warrant~~Commission ~~Amendment~~(the “SEC”) on July 23, 2021, the Company 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”).

OnThe ~~December 1,~~Business ~~2021,~~Combination ~~Bridgetown~~is 2further ~~Holdings~~described ~~Limited,~~in athe ~~Cayman~~Company’s ~~Islands~~definitive ~~exempted~~proxy ~~company limited by shares (“Bridgetown 2”)~~statement, ~~PropertyGuru~~dated ~~Group Limited~~February 14, ~~a Cayman Islands exempted company limited by shares (“PubCo”)~~2022, ~~Bridgetown~~contained 2in ~~LLC (~~the ~~“Sponsor”)~~registration ~~and~~statement ~~Continental~~of ~~Stock~~PropertyGuru ~~Transfer &~~Group ~~Trust~~Limited ~~Company~~ (“~~Continental~~PubCo”) ~~entered~~on ~~into~~Form anF-4 ~~amended~~(as ~~and restated assignment~~amended, ~~assumption and amendment agreement (~~the “~~Amended~~Proxy ~~and Restated Warrant Amendment Agreement~~Statement”) to that certain assignment, assumption and amendment agreement (“Existing Warrant Amendment Agreement”), dated July 23, 2021, by and among Bridgetown 2, PubCo, the Sponsor and Continental, to amend and restate the Existing Warrant Amendment Agreement in its entirety.

~~The~~Capitalized ~~foregoing~~terms not otherwise defined have the meaning set forth in the Business Combination Agreement. The description of the ~~Amended~~Business Combination Agreement and ~~Restated~~related ~~Warrant~~transactions ~~Amendment~~(including, ~~Agreement~~without islimitation, ~~subject~~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 ~~Amended~~Business ~~and~~Combination ~~Restated Warrant Amendment~~ Agreement, ~~a copy of~~ which is attached as Exhibit 102.1 ~~hereto~~to the Company’s Current Report on Form 8-K filed with the SEC on July 23, 2021, incorporated herein by reference.

~~Forward-Looking~~Item ~~Statements~~3.01. Notice of Delisting; Transfer of Listing; Material Modification to Rights of Security Holders

~~This~~The ~~Current~~Company ~~Report~~has onscheduled ~~Form 8-K, including~~an ~~the~~Extraordinary ~~description~~General Meeting of ~~the~~Company ~~agreement and the exhibit hereto (collectively~~shareholders, ~~this~~to ~~“communication”), includes~~be ~~“forward-looking~~held ~~statements”~~at ~~within~~10:00 ~~the~~a.m. ~~meaning~~Eastern ofTime ~~the~~on ~~federal~~March 15, ~~securities~~2022 ~~laws with respect to~~ (the ~~proposed~~“Extraordinary ~~transaction~~General ~~between PropertyGuru Pte. Ltd. (“PropertyGuru~~Meeting”), ~~PubCo~~to ~~and~~vote ~~Bridgetown~~on 2,the ~~and~~Business ~~also~~Combination ~~contains certain financial forecasts~~ and ~~projections.~~the ~~All statements~~ other ~~than~~proposals ~~statements~~described ofin ~~historical~~the ~~fact~~Proxy ~~contained~~Statement in(the ~~this~~“Proposals). ~~communication,~~Assuming ~~including,~~shareholders ~~but~~vote ~~not~~in ~~limited~~favor ~~to,~~of ~~statements~~the asProposals toand ~~future~~the ~~results~~closing of ~~operations~~the ~~and~~Business ~~financial~~Combination ~~position~~occurs, ~~planned~~the ~~products~~Company ~~and~~expects ~~services,~~to ~~business~~withdraw ~~strategy~~the ~~and~~listing ~~plans, objectives~~ of ~~management~~its ~~for~~Class A ~~future~~Ordinary ~~operations~~Shares offrom ~~PropertyGuru,~~the ~~market~~Nasdaq ~~size~~Stock ~~and~~Market ~~growth~~(“Nasdaq”) ~~opportunities,~~on ~~competitive~~or ~~position~~around March 17, ~~technological~~2022 and ~~market~~it ~~trends~~is ~~and~~expected ~~the~~that, ~~potential~~subject ~~benefits and expectations related~~ to the ~~terms~~approval ~~and timing~~ of the ~~proposed transactions~~NYSE, ~~are~~PubCo ~~forward-looking~~will ~~statements.~~begin ~~Some~~trading ofon ~~these forward-looking statements can be identified by~~ the ~~use~~NYSE ofon ~~forward-looking~~or ~~words,~~around ~~including “outlook~~March 18,” ~~“believes,”~~2022. ~~“expects,”~~As ~~“potential,”~~further ~~“continues,”~~described ~~“may,”~~in ~~“will,”~~the ~~“should,”~~Proxy ~~“could~~Statement,” ~~“seeks,”~~assuming ~~“predicts,”~~shareholders ~~“intends,”~~vote ~~“trends,”~~in ~~“plans,”~~favor ~~“estimates,”~~of ~~“anticipates” or~~ the ~~negative~~Proposals ~~version~~and ofthe ~~these~~conditions ~~words~~to orclosing ~~other comparable words. All forward-looking statements~~ are ~~based~~satisfied, ~~upon~~all ~~estimates~~existing ~~and~~securities ~~forecasts~~issued ~~and~~by ~~reflect~~ the ~~views~~Company, ~~assumptions,~~including ~~expectations,~~its ~~and~~Class A ~~opinions~~Ordinary ~~of Bridgetown 2 and PropertyGuru~~Shares, ~~which~~shall ~~are~~cease ~~all~~to ~~subject~~exist toand ~~change~~automatically ~~due~~be toconverted ~~various~~into ~~factors~~securities ~~including,~~of ~~without~~PubCo. ~~limitation~~Accordingly, ~~changes in general economic conditions~~ as afurther ~~result~~described ~~of COVID-19. Any~~in ~~such~~the ~~estimates,~~Proxy ~~assumptions~~Statement, ~~expectations,~~holders ~~forecasts,~~of ~~views~~Company orClass A ~~opinions,~~Ordinary ~~whether~~Shares orshall ~~not~~become ~~identified~~holders inof ~~this~~PubCo ~~communication,~~Ordinary ~~should~~Shares beunless ~~regarded~~they aselect ~~indicative,~~to ~~preliminary~~redeem ~~and~~their ~~for~~Company ~~illustrative~~Class A ~~purposes~~Ordinary ~~only~~Shares ~~and~~sufficiently ~~should~~in ~~not~~advance beof ~~relied~~the ~~upon~~Extraordinary asGeneral ~~being necessarily indicative of future results~~Meeting.

~~The forward-looking statements and financial forecasts and projections contained in this communication are subject to a number of factors~~Accordingly, ~~risks~~on 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 theMarch ~~COVID-19 pandemic or the risk that any regulatory approvals are not obtained~~7, ~~are~~2022 ~~delayed or are subject to unanticipated conditions that could adversely affect~~ the ~~combined~~Company ~~company~~notified orNasdaq ~~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~~intent ~~employees including its chief executive officer and executive team; the inability~~ to ~~obtain~~withdraw ~~or maintain~~ the listing of ~~the~~its ~~post-acquisition~~Class A ~~company’s~~Ordinary ~~securities~~Shares onfrom ~~the~~Nasdaq. ~~NYSE~~The ~~following~~Company ~~the~~intends ~~business combination; failure~~ to ~~realize~~file ~~the~~a ~~anticipated~~Form ~~benefits~~25 ~~of business combination; risk relating to the uncertainty of the projected financial information~~ with ~~respect to PropertyGuru;~~ the ~~amount~~Securities ~~of redemption requests made by Bridgetown 2’s shareholders~~ and ~~the~~Exchange ~~amount~~Commission ofon 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~~around 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 theMarch ~~COVID-19 pandemic on the business of the Group~~17, ~~the~~2022 ~~success~~relating ~~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~~Company’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; the fact that closing (theClass ~~“REA Closing”)~~A ofOrdinary ~~the Group’s contemplated purchase of the Malaysian and Thai assets of REA Group Ltd~~Shares. (“REA”) is subject to the satisfaction of certain closing conditions, including REA’s divestment of its 27% interest in 99 Group (the operator of the websites 99.co, iProperty.com.sg and rumah123.com), failing which the REA Closing may not occur; 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

1The Company’s Class A Ordinary Shares are listed on The Nasdaq Stock Market and currently trade under the symbol “BTNB.”

Item 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 U8.S01. ~~Securities~~Other 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.Events

~~Forward-looking~~On ~~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~~March 7, ~~while PubCo~~2022, ~~Bridgetown 2 and PropertyGuru may elect to update these forward-looking statements at some point in~~ the ~~future,~~Company ~~PubCo,~~issued ~~Bridgetown~~a 2press ~~and~~release ~~PropertyGuru~~announcing 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~~expected orclosing ~~circumstances~~date ~~described~~for inproposed ~~such~~Business ~~statement~~Combination ~~are~~with ~~material. These forward-looking statements should not be relied upon as representing Bridgetown 2’s or~~ PropertyGuru’s ~~assessments~~and asexpected delisting of ~~any~~its ~~date~~Class A ~~subsequent~~Ordinary toShares ~~the~~from ~~date of this document. Accordingly~~Nasdaq, ~~undue~~a ~~reliance~~copy ~~should~~of ~~not~~which beis ~~placed~~filed ~~upon~~as ~~the~~Exhibit ~~forward-looking statements~~99.1 Inhereto ~~addition, the analyses of PropertyGuru~~ and ~~Bridgetown~~is 2incorporated ~~contained~~ herein ~~are~~by ~~not, and do not purport to be, appraisals of the securities, assets or business of the PropertyGuru, Bridgetown 2 or any other entity~~reference.

~~Important~~Item ~~Information~~9.01. ~~About~~Financial ~~the~~Statements ~~Proposed Transactions~~ and ~~Where to Find It~~Exhibits.

~~This~~(d) ~~communication relates to a proposed transaction between PropertyGuru and Bridgetown 2~~Exhibits. 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 transactions will be submitted to shareholders of Bridgetown 2 for their consideration.

PubCo intends to file a registration statement on Form F-4 (the “Registration Statement”) with the SEC which will include preliminary and definitive proxy statements to be distributed to Bridgetown 2’s shareholders in connection with Bridgetown 2’s solicitation for proxies for the vote by Bridgetown 2’s shareholders in connection with the proposed transactions and other matters as described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to PropertyGuru’s shareholders in connection with the completion of the proposed business combination. Bridgetown 2 and PubCo also will file other documents regarding the proposed transaction with the SEC.


Exhibit No.		Description

99.1		Press Release, dated March 7, 2022.

104		Cover Page Interactive Data File (formatted as Inline XBRL).

After the Registration Statement has been filed and declared effective, Bridgetown 2 will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the proposed transactions. This communication is not a substitute for the Registration Statement, the definitive proxy statement/prospectus or any other document that Bridgetown 2 will send to its shareholders in connection with the business combination. Bridgetown 2’s shareholders and other interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto and, once available, the definitive proxy statement/prospectus, in connection with Bridgetown 2’s solicitation of proxies for its special meeting of shareholders to be held to approve, among other things, the proposed transactions, because these documents will contain important information about Bridgetown 2, PubCo, PropertyGuru and the proposed transactions. Shareholders and investors may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC regarding the proposed transactions and other documents filed with the SEC by Bridgetown 2, without charge, at the SEC’s website located at www.sec.gov or by directing a request to Bridgetown 2. The information contained on, or that may be accessed through, the websites referenced in this document is not incorporated by reference into, and is not a part of, this document.

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Participants in the Solicitation

Bridgetown 2, PubCo and PropertyGuru and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitations of proxies from Bridgetown 2’s shareholders in connection with the proposed transactions. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Bridgetown 2’s shareholders in connection with the proposed transactions will be set forth in PubCo’s proxy statement/prospectus when it is filed with the SEC. You can find more information about Bridgetown 2’s directors and executive officers in Bridgetown 2’s final prospectus filed with the SEC on January 27, 2021. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.

No Offer or Solicitation

This communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed transactions or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Amended and Restated Assignment, Assumption and Amendment Agreement, dated December 1, 2021, by and among Bridgetown 2 Holdings Limited, PropertyGuru Group Limited, Bridgetown 2 LLC and Continental Stock Transfer & Trust Company.
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

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: December 1, 2021

BRIDGETOWN 2 HOLDINGS LIMITED
By:		/s/ Daniel Wong
Name:		Daniel Wong
Title:		Chief Executive Officer and Chief Financial Officer

Dated: March 7, 2022

BRIDGETOWN 2 HOLDINGS LIMITED

/s/ Daniel Wong

Daniel Wong

Chief Executive Officer and Chief Financial

Officer

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