The accompanying notes are an integral part of
the unaudited condensed financial statements.
The accompanying notes are an integral part of
the unaudited condensed financial statements.
The accompanying notes are an integral part of
the unaudited condensed financial statements.
The accompanying notes are an integral part of
the unaudited condensed financial statements.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Bridgetown 2 Holdings Limited (the “Company”)
was incorporated in the Cayman Islands on June 24, 2020. The Company was formed for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).
The Company is not limited to a particular industry
or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and,
as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of June 30, 2021, the Company had not commenced
any operations. All activity through June 30, 2021 relates to the Company’s formation, the initial public offering (the “Initial
Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a
Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination,
at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial
Public Offering.
The registration statement for the Company’s
Initial Public Offering was declared effective on January 25, 2021. On January 28, 2021, the Company consummated the Initial Public Offering
of 29,900,000 Class A Ordinary Shares (the “Public Shares”) which includes the full exercise by the underwriter of its over-allotment
option in the amount of 3,900,000 Units, at $10.00 per Public Shares, generating gross proceeds of $299,000,000 which is described in
Note 3.
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the sale of 12,960,000 warrants (the “Private Placement Warrants”) at a price of
$0.50 per Private Placement Warrant in a private placement to Bridgetown 2 LLC (the “Sponsor”), generating gross proceeds
of $6,480,000, which is described in Note 4.
Transaction costs amounted to $14,198,776, consisting
of $4,980,000 of underwriting fees, $8,715,000 of deferred underwriting fees and $503,776 of other offering costs. Offering costs amounting
to $ 14,175,907 were charged to stockholders’ equity upon the completion of the Initial Public Offering, and $22,869 of the offering
costs were related to the warrant liability and charged to the unaudited condensed statement of operations.
Following the closing of the Initial Public Offering
on January 28, 2021, an amount of $299,000,000 ($10.00 per Public Share) from the net proceeds of the sale of the Public Shares in the
Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”),
located in the United States and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of
the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money
market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company,
until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as
described below.
The Company’s management has broad discretion
with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants,
although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The rules
of the stock exchange that the Company will list its securities on will require that the Company’s initial Business Combination
must be with one or more target businesses that have an aggregate fair market value of at least 80% of the assets held in the Trust Account
(excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the our
signing a definitive agreement in connection with the initial Business Combination. The Company will only complete a Business Combination
if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise
acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment
Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete
a Business Combination successfully. On July 23, 2021, the Company entered into a Business Combination Agreement (as it may be amended,
supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among 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”) (See Note 10).
BRIDGETOWN 2 HOLDINGS LIMITED
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
The Company will provide the holders of its issued
and outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public
Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination
or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination
or conduct a tender offer will be made by the Company. The public shareholders will be entitled to redeem their Public Shares, equal
to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination,
(initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and net
of taxes payable), divided by the number of then issued and outstanding Public Shares. The per-share amount to be distributed to public
shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the
underwriters (as discussed in Note 5). There will be no redemption rights upon the completion of a Business Combination with respect
to the Company’s warrants.
The Company will proceed with a Business Combination
only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business
Combination and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business
Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company.
If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold
a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association,
conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and
file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions
is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business
or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not
pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor
has agreed to vote any Founder Shares (as defined in Note 4) and Public Shares held by it in favor of approving a Business Combination.
Additionally, each public shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether
they vote for or against a proposed Business Combination.
Notwithstanding the foregoing, if the Company
seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s
Amended and Restated Memorandum and Articles of Association will provide that a public shareholder, together with any affiliate of such
shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section
13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares
with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Company may waive this
restriction in its sole discretion.
The Sponsor and the Company’s officers
and directors have agreed to waive: (i) their redemption rights with respect to any Founder Shares and Public Shares held by them in
connection with the completion of the Company’s Business Combination and (ii) their redemption rights with respect to the Founder
Shares and any Public Shares held by them in connection with a shareholder vote to approve an amendment to the Company’s Amended
and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow
redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business
Combination by January 28, 2023 or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business
combination activity.
The Company will have until January 28, 2023
to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within
the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously
released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses and which interest shall
be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish
public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and
the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman
Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating
distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination
within the Combination Period.
The Sponsor has agreed to waive its liquidation
rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However,
if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions
from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed
to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does
not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds
held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is
possible that the per-share value of the assets remaining available for distribution will be less than the Initial Public Offering price
per share ($10.00).
BRIDGETOWN 2 HOLDINGS LIMITED
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
In order to protect the amounts held in the Trust
Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s
independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business
with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below (i) $10.00
per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust
Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This
liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the
Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against
certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover,
in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the
extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify
the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent
registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements
with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Risks and Uncertainties
Management continues to evaluate the impact of
the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s
financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as
of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome
of this uncertainty.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis of Presentation
The accompanying unaudited condensed financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)
for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain
information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or
omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information
and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management,
the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are
necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial
statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as
filed with the SEC on March 25, 2021. The interim results for the three and six months ended June 30, 2021 are not necessarily indicative
of the results to be expected for the year ending December 31, 2021 or for any future periods.
Correction of Previously Issued Financial
Statement
The Company corrected certain line items
related to the previously audited balance sheet as of January 28, 2021 in the Form 8-K filed with the SEC on February 3, 2021
related to misstatements identified in improperly applying accounting guidance on certain warrants, recognizing them as components
of equity instead of a derivative liability under the guidance of Accounting Standard Codification (“ASC”) 815-40,
“Derivatives and Hedging – Contracts on an Entity’s Own Equity” (“ASC 815-40”). The following
balance sheet items as of January 28, 2021 were impacted: an increase of $13.9 million in warrant liabilities, a decrease of
$13.9 million in the amount of Class A ordinary shares subject to redemption, an increase of $7.4 million in
additional paid-in capital and an increase in $7.4 million in accumulated deficit.
Emerging Growth Company
The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),
and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that
are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public
accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive
compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote
on executive compensation and shareholder approval of any golden parachute payments not previously approved.
BRIDGETOWN 2 HOLDINGS LIMITED
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that
when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make
comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an
emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used.
Use of Estimates
The preparation of the unaudited condensed financial
statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near
term due to one or more future confirming events. . One of the more significant accounting estimates included in these financial statements
is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those
estimates.
Cash and Cash Equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents
as of June 30, 2021 and December 31, 2020.
Offering Costs
Offering costs consist of legal, accounting,
underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering
costs amounting to $14,175,907 were charged to shareholders’ equity upon the completion of the Initial Public Offering, and $22,869
of the offering costs were related to the warrant liabilities and charged to the statement of operations.
Class A Ordinary Shares Subject to Possible
Redemption
The Company accounts for its Class A ordinary
shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.”
Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally
redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder
or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary
equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature
certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future
events. Accordingly, at June 30, 2021, and December 31, 2020, Class A ordinary shares subject to possible redemption are presented as
temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.
Warrant Liability
The Company accounts for warrants as either equity-classified
or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance
in Financial Accounting Standards Board (“FASB”) ASC 480, Distinguishing Liabilities from Equity (“ASC 480”)
and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial
instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements
for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among
other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time
of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all
of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the
time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required
to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated
fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants
was estimated using a Modified Black Scholes approach (see Note 9).
BRIDGETOWN 2 HOLDINGS LIMITED
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
Income Taxes
The Company accounts for income taxes under ASC
Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement
recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax
position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined
that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related
to unrecognized tax benefits as income tax expense. As of June 30, 2021 and December 31, 2021, there were no unrecognized tax benefits
and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in
significant payments, accruals or material deviation from its position.
The Company is considered to be an exempted Cayman
Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing
requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Net Loss per Ordinary Share
Net loss per share is computed by dividing net
loss by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted loss per share does not
consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment
option and (iii) Private Placement Warrants since the exercise of the warrants is contingent upon the occurrence of future events and
the inclusion of such warrants would be anti-dilutive.
The Company’s statement of operations includes
a presentation of loss per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of loss
per share. Net income per ordinary share, basic and diluted, for Class A redeemable ordinary shares is calculated by dividing the interest
income earned on the Trust Account, by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance.
Net loss per share, basic and diluted, for Class B non-redeemable ordinary shares is calculated by dividing the net loss, adjusted for
income attributable to Class A redeemable ordinary shares, by the weighted average number of Class B non-redeemable ordinary shares outstanding
for the period. Class B non-redeemable ordinary shares includes the Founder Shares as these shares do not have any redemption features
and do not participate in the income earned on the Trust Account.
The following table reflects the calculation
of basic and diluted net loss per ordinary share (in dollars, except per share amounts):
|
|
Three Months Ended
June 30,
|
|
|
Six Months Ended June 30,
|
|
|
For the Period From June 24, 2020 (inception) through June 30,
|
|
|
|
2021
|
|
|
2021
|
|
|
2020
|
|
Redeemable Class A Ordinary Shares
|
|
|
|
|
|
|
|
|
|
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
|
|
|
|
|
|
|
|
|
|
Interest Income and Unrealized Gains (Losses)
|
|
$
|
4,466
|
|
|
$
|
7,509
|
|
|
$
|
—
|
|
Net Earnings
|
|
$
|
4,466
|
|
|
$
|
7,509
|
|
|
$
|
—
|
|
Denominator: Weighted Average Redeemable Class A Ordinary Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable Class A Ordinary Shares, Basic and Diluted
|
|
|
29,900,000
|
|
|
|
29,900,000
|
|
|
|
—
|
|
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares
|
|
$
|
0.00
|
|
|
$
|
0.00
|
|
|
$
|
0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Redeemable Class B Ordinary Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator: Net Loss minus Redeemable Net Earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(2,864,508
|
)
|
|
$
|
(12,775,981
|
)
|
|
$
|
(10,000
|
)
|
Redeemable Net Earnings
|
|
|
(4,466
|
)
|
|
|
(7,509
|
)
|
|
|
—
|
|
Non-Redeemable Net Loss
|
|
$
|
(2,868,974
|
)
|
|
$
|
(12,783,490
|
)
|
|
$
|
(10,000
|
)
|
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Redeemable Class B Ordinary Shares, Basic and Diluted
|
|
|
7,475,000
|
|
|
|
7,324,171
|
|
|
|
1
|
|
Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares
|
|
$
|
(0.38
|
)
|
|
$
|
(1.75
|
)
|
|
$
|
(10,000
|
)
|
BRIDGETOWN 2 HOLDINGS LIMITED
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
Concentration of Credit Risk
Financial instruments that potentially subject
the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal
Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management
believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments
The fair value of the Company’s assets
and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying
amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.
Recent Accounting Standards
In August 2020, the FASB issued Accounting Standard
Update (the "ASU") No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts
in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,
which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also
removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and
it also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted the ASU on January 1, 2021.
Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.
Management does not believe
that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the
Company’s unaudited condensed financial statements.
NOTE 3. INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering, the
Company sold 29,900,000 Public Shares which includes a full exercise by the underwriters of their over-allotment option in the amount
of 3,900,000 Public Shares, at a purchase price of $10.00 per Public Share.
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial
Public Offering, the Sponsor purchased an aggregate of 12,960,000 Private Placement Warrants at a price of $0.50 per Private Placement
Warrant, for an aggregate purchase price of $6,480,000 in a private placement. Each Private Placement Warrant is exercisable to purchase
one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the
Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does
not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will
be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants
will expire worthless. As a result of the difference in fair value of $1.07 per share of the Private Placement Warrants (see Note 9)
and the purchase of $0.50 per share, the Company recorded a charge of $7.4 million as of the date of the private placement which is included
in the change in fair value of derivative liability in the statement of operations for the three months ended June 30, 2021.
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On November 4, 2020, the Sponsor purchased 15,812,500
Class B ordinary shares (the “Founder Shares”) for an aggregate purchase price of $25,000. In December 2020, the Sponsor
returned to the Company for cancellation, at no cost, an aggregate of 10,062,500 Founder Shares, resulting in the Sponsor holding an
aggregate of 5,750,000 Founder Shares. In December 2020, the Sponsor transferred 947,097 Founder Shares to its Chief Executive Officer,
299,241 Founder Shares to an affiliate of the Sponsor and 5,000 Founder Shares to each of its independent director nominees and its senior
advisor. In January 2021, the Company effected a share dividend of 0.3 shares for each Founder Share in issue, resulting in an aggregate
of 7,475,000 Founder Shares outstanding. The Founder Shares included an aggregate of up to 975,000 shares that are subject to forfeiture
to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the number of Founder
Shares will equal 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. As a result of
the underwriters’ election to fully exercise their over-allotment option, a total of 975,000 Founder Shares are no longer subject
to forfeiture.
The Sponsor has agreed, subject to limited exceptions,
not to transfer, assign or sell any Founder Shares until the earlier to occur of (i) one year after the completion of the Company’s
Business Combination or (ii) subsequent to a Business Combination, (x) if the last sale price of the Company’s Class A ordinary
shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days
after the Company’s Business Combination or (y) the date following the completion of a Business Combination on which the Company
completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s
public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.
BRIDGETOWN 2 HOLDINGS LIMITED
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
Advances from Related Party
As of June 30, 2021, the Sponsor paid for certain
expenses on behalf of the Company. The advances are non-interest bearing and due on demand. As of June 30, 2021, advances amounting to
$896,576 were outstanding.
Promissory Note — Related Party
On November 3, 2020, the Company issued an unsecured
promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal
amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) June 30, 2021 or (ii) the completion
of the Initial Public Offering. As of June 30, 2021 and December 31, 2020, there was $300,000 and $90,652, respectively, outstanding
under the Promissory Note, which is currently due on demand.
Related Party Loans
In order to finance transaction costs in connection
with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may,
but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes
a Business Combination, the Company may repay the Working Capital Loans. Otherwise, the Working Capital Loans may be repaid only out
of funds held outside the Trust Account. The Working Capital Loans would either be repaid upon consummation of a Business Combination
or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business
Combination entity at a price of $0.50 per warrant. Such warrants would be identical to the Private Placement Warrants. Except for the
foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to
such loans. As of June 30, 2021 and December 31, 2020, there were no amounts outstanding under the Working Capital Loans.
Affiliates Participation in Proposed Offering
On January 28, 2021, affiliates of the Sponsor
purchased $78,750,000 of Class A ordinary shares (7,875,000 ordinary shares at $10.00 per ordinary share) in the Initial Public Offering.
The underwriters did not receive any underwriting discounts or commissions on $50,000,000 of the Class A ordinary shares purchased by
the sponsor affiliates and a third party introduced by the sponsor. These sponsor affiliates and a third party introduced by the sponsor
have the same redemption rights and rights to the funds held in the Trust Account with respect to the Class A ordinary shares purchased
in the Initial Public Offering as the rights afforded to the public shareholders.
NOTE 6. COMMITMENTS
Risks and Uncertainties
Management continues to evaluate the impact of
the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s
financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as
of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome
of this uncertainty.
Registration Rights
Pursuant to a registration and shareholders rights
agreement entered into on January 25, 2021, the of the Founder Shares, Private Placement Warrants and any warrants that may be issued
upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants
or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration
rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering requiring
the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A ordinary
shares). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register
such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements
filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities
pursuant to Rule 415 under the Securities Act. In addition, if the Sponsor affiliates acquire shares in the Initial Public Offering they
would become affiliates (as defined in the Securities Act) of the Company following the Initial Public Offering, and the Company would
file a registration statement following the Initial Public Offering to register the resale of the Public Shares purchased by the Sponsor
affiliates (or their nominees) in the Initial Public Offering. The Sponsor affiliates will not be subject to any lock-up period with
respect to any Public Shares they may purchase. The registration rights agreement does not contain liquidated damages or other cash settlement
provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection
with the filing of any such registration statements.
BRIDGETOWN 2 HOLDINGS LIMITED
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
Underwriting Agreement
The underwriters are entitled to a deferred fee
of $0.35 per share, or $8,715,000 in the aggregate on 24,900,000 shares sold in the Initial Public Offering, which excludes 5,000,000
of the 7,875,000 shares that were purchased by an affiliate.
NOTE 7. SHAREHOLDERS’ EQUITY
Preference Shares — The Company
is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights
and preferences as may be determined from time to time by the Company’s board of directors. At June 30, 2021 and December 31, 2020,
there were no preference shares issued or outstanding.
Class A Ordinary Shares —
The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s
Class A ordinary shares are entitled to one vote for each share. As of June 30, 2021, there were 3,193,689 Class A ordinary shares issued
and outstanding, excluding 26,706,311 Class A ordinary shares subject to possible redemption. As of December 31, 2020, there were no
Class A ordinary shares issued or outstanding.
Class B Ordinary
Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders
of Class B ordinary shares are entitled to one vote for each share. As of June 30, 2021 and December 31, 2020, there were 7,475,000 Class
B ordinary shares issued and outstanding.
Holders of Class A ordinary shares and Class
B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by
law; provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior to the Company’s
initial Business Combination.
The Class B ordinary shares will automatically
convert into Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case
that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the
Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert
into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares
agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary
shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of all ordinary shares issued
and outstanding upon completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or
deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued,
to any seller in the Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon
conversion of loans made to the Company).
NOTE 8. WARRANTS
As of June 30, 2021, there are 12,960,000
Private Placement Warrants outstanding. There were no warrants outstanding as of December 31, 2020. Each Private Placement Warrant
is exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment as provided herein. The Private
Placement Warrants will become exercisable 30 days after the completion of the Company’s Business Combination and will expire
five years after the completion of the Company’s Business Combination or earlier upon its liquidation. The Private Placement
Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrant) will not be transferable,
assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, and they
will not be redeemable by the Company and will be exercisable on a cashless basis so long as they are held by the Sponsor or its
permitted transferees.
NOTE 9. FAIR VALUE MEASUREMENTS
The fair value of the Company’s financial
assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale
of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the
measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of
observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions
about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and
liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
|
Level
1:
|
Quoted prices in active markets
for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the
asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
|
BRIDGETOWN 2 HOLDINGS LIMITED
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
|
Level 2:
|
Observable inputs other than Level
1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted
prices for identical assets or liabilities in markets that are not active.
|
|
Level
3:
|
Unobservable inputs based on our assessment
of the assumptions that market participants would use in pricing the asset or liability.
|
At June 30, 2021, assets held in the Trust Account
were comprised of $299,007,509 in money market funds which are invested primarily in U.S. Treasury Securities.
The following table presents information about
the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2021 and indicates the fair
value hierarchy of the valuation inputs the Company utilized to determine such fair value:
Description
|
|
Level
|
|
|
June
30,
2021
|
|
|
December 31,
2020
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
Marketable securities held in Trust Account – U.S. Treasury Securities Money Market
Fund
|
|
|
1
|
|
|
$
|
299,007,509
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant Liability – Private Placement Warrants
|
|
|
3
|
|
|
|
17,496,000
|
|
|
|
—
|
|
The Warrants were accounted for as liabilities
in accordance with ASC 815-40 and are presented within warrant liabilities on our balance sheet. The warrant liabilities are measured
at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities
in the consolidated statement of operations.
The Private Warrants were valued using a Modified
Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s
primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the ordinary shares.
The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’
companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s
own public warrant pricing.
The key inputs into the Black-Scholes-Merton
model for the warrants were as follows:
Input
|
|
June 30,
2021
|
|
Stock Price
|
|
$
|
10.20
|
|
Risk-free interest rate
|
|
|
0.96
|
%
|
Expected term (years)
|
|
|
5.51
|
|
Expected volatility
|
|
|
17.1
|
%
|
Exercise price
|
|
$
|
11.50
|
|
Probability of transaction
|
|
|
100
|
%
|
Fair value of Units
|
|
$
|
1.35
|
|
BRIDGETOWN 2 HOLDINGS LIMITED
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
The following table presents the changes in the fair value of warrant
liability:
|
|
Private
Placement (1)
|
|
Fair value as of January 1, 2021
|
|
$
|
—
|
|
Initial measurement on January 28, 2021
|
|
|
13,867,200
|
|
Change in valuation inputs or other assumptions
|
|
|
3,628,800
|
|
Fair value as of June 30, 2021
|
|
$
|
17,496,000
|
|
|
(1)
|
As a result of the difference in fair value of $1.07 per share
of the Private Placement Warrants and the purchase of $0.50 per share (see Note 5), the Company recorded a charge of $7.4 million as
of the date of the private placement which is included in the private placement liability initial measurement within this table but is
included in the loss on initial issuance of private warrants in the statement of operations.
|
NOTE 10. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions
that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this
review, except as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure
in the unaudited condensed financial statements.
Business Combination Agreement
On July 23, 2021, the Company entered into a
Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination
Agreement”), by and among 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 Agreement and the transactions
contemplated thereby were approved by the boards of directors of each of the Company and PropertyGuru, save for PropertyGuru’s
approval of (i) the Amalgamation (as defined below), which is subject to a prescribed approval process under Singapore law, and (ii)
the conversion of preference shares in the capital of PropertyGuru, which is to occur upon completion of a separate transaction entered
into by PropertyGuru, but which in any event is agreed to occur prior to closing under the Business Combination Agreement.
The Business Combination
The Business Combination Agreement provides for,
among other things, the following transactions: (i) the Company will merge with and into PubCo (the “Merger”), with PubCo
being the surviving entity; and (ii) following the Merger, Amalgamation Sub and PropertyGuru will amalgamate and continue as one company,
with PropertyGuru being the surviving entity and becoming a wholly-owned subsidiary of PubCo (the “Amalgamation”). The Merger,
the Amalgamation and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Business
Combination.”
The Business Combination is expected to close
in the fourth quarter of 2021 or the first quarter of 2022, following the receipt of the required approval by the Company’s and
PropertyGuru’s shareholders and the fulfillment of other customary closing conditions.
Business Combination Consideration
In accordance with the terms and subject to the
conditions of the Business Combination Agreement, (i) each issued and outstanding PropertyGuru ordinary share will automatically be cancelled
and converted into such number of newly issued PubCo ordinary shares as determined in accordance with the Business Combination Agreement;
(ii) each outstanding PropertyGuru restricted stock unit award will be assumed by PubCo and converted into the right to receive restricted
stock units based on such number of newly issued PubCo ordinary shares as determined in accordance with the Business Combination Agreement;
(iii) each outstanding PropertyGuru option will be assumed by PubCo and converted into an option in respect of such number of newly issued
PubCo ordinary shares as determined in accordance with the Business Combination Agreement; (iv) each Company Warrant (as defined in the
Business Combination Agreement) will be assumed by PubCo and converted into a PubCo warrant to purchase such number of newly issued PubCo
ordinary shares as determined in accordance with the Business Combination Agreement and pursuant to the Company Warrant Assumption Agreement
(as defined in the Business Combination Agreement); (v) each issued and outstanding share of Amalgamation Sub will automatically be converted
into one Surviving Company Ordinary Share (as defined in the Business Combination Agreement) and accordingly, PubCo shall be the holder
of all Surviving Company Ordinary Shares; (vi) each issued and outstanding Class A ordinary share and Class B ordinary share of the Company
will be cancelled and cease to exist in exchange for one PubCo ordinary share; and (vii) each issued and outstanding 2 private placement
warrant of the Company will be assumed by PubCo and converted into a warrant to purchase one PubCo ordinary share.
BRIDGETOWN 2 HOLDINGS LIMITED
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
Representations and Warranties; Covenants
The Business Combination Agreement contains representations,
warranties and covenants of each of the parties thereto that are customary for transactions of this type. The parties have also agreed,
among other things, (i) that, subject to receiving the necessary shareholder approval, PubCo will assume and restate all of PropertyGuru’s
incentive equity plans into PubCo’s incentive equity plans on closing and (ii) that on closing, the board of directors of PubCo
will comprise the directors of PropertyGuru immediately prior to the completion of the Amalgamation (or such other persons as PropertyGuru
may designate pursuant to a written notice to be delivered to PubCo sufficiently in advance of the Merger Effective Time (as defined
in the Business Combination Agreement)).
Conditions to Each Party’s Obligations
The obligations of the Company and PropertyGuru
to consummate the Business Combination is subject to certain closing conditions, including but not limited to: (i) the Registration Statement
(as defined below) having become effective; (ii) the approval of the Company and the PropertyGuru shareholders of the transactions contemplated
by the Business Combination Agreement and the other transaction proposals having been obtained; (iii) PubCo’s ordinary shares having
been approved for listing on the NYSE (subject to official notice of issuance); (iv) the accuracy of representations and warranties to
various standards, from de minimis to material adverse effect; (v) material compliance with pre-closing covenants; (vi) the bring-down
to closing of a representation that no material adverse effect has occurred (both for the Company and PropertyGuru); (vii) the absence
of a legal prohibition on consummating the transactions; and (viii) the Company having at least $5,000,001 of net tangible assets remaining
after accounting for Acquiror Share Redemptions (as defined in the Business Combination Agreement).
Termination
The Business Combination Agreement may be terminated
under customary and limited circumstances prior to the closing of the Business Combination, including, but not limited to: (i) by mutual
written consent of the Company and PropertyGuru; (ii) by the Company if the representations and warranties of PropertyGuru are not true
and correct at the standards specified in the Business Combination Agreement or if PropertyGuru fails to perform any covenant or agreement
set forth in the Business Combination Agreement such that certain conditions to closing would not be satisfied by the closing of the
Merger and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable,
are not cured or cannot be cured within certain specified time periods; (iii) by PropertyGuru if the representations and warranties of
the Company are not true and correct at the standards specified in the Business Combination Agreement or if any of the Company, PubCo
or Amalgamation Sub fails to perform any covenant or agreement set forth in the Business Combination Agreement such that certain conditions
to closing would not be satisfied by the closing of the Merger and the breach or breaches of such representations or warranties or the
failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods;
(iv) by either the Company or PropertyGuru if the Merger is not consummated by the date that is 270 days following the date of the Business
Combination Agreement; (v) by either the Company or PropertyGuru if there is a law or governmental order in effect prohibiting the Business
Combination; (vi) by the Company if the Amalgamation is not consummated by the third (3rd) business day following the Merger closing;
(vii) by PropertyGuru if the Company’s shareholder approval of the transactions contemplated by the Business Combination Agreement
and the other transaction proposals has not been obtained following the Company’s shareholder meeting or any adjournment or postponement
thereof; (viii) by the Company if PropertyGuru’s shareholder approval has not been obtained within 35 business days after the Registration
Statement (as defined below) has been declared effective by the SEC and (ix) by PropertyGuru if the Company’s board of directors
has publicly announced its proposal to, or has publicly announced its resolution to, withhold or withdraw, or to qualify, amend or modify
the Company’s board recommendation in a manner detrimental to obtaining the Company’s shareholder approval of the transactions
contemplated by the Business Combination Agreement and the other transaction proposals.
PIPE Financing (Private Placement)
Concurrently with the execution of the Business
Combination Agreement, PubCo and the Company entered into (i) subscription agreements (the “Subscription Agreements”) with
certain investors and (ii) a subscription agreement (the “REA Subscription Agreement”) with REA Asia Holding Co. Pty Ltd,
an affiliate of REA Group Ltd. (which is exercising an existing option to make an equity investment in PropertyGuru). Pursuant to the
Subscription Agreements and the REA Subscription Agreement, the investors agreed to subscribe for and purchase, and PubCo agreed to issue
and sell to such investors, an aggregate of 13,193,068 PubCo ordinary shares for a purchase price of $10.00 per share, for aggregate
gross proceeds of $131,930,680 (the “PIPE Financing”).
The foregoing descriptions of the Subscription
Agreements, the REA Subscription Agreement and the PIPE Financing are subject to and qualified in their entirety by reference to the
full text of the REA Subscription Agreement and the form of the Subscription Agreements, copies of which are attached as Exhibit 10.1
hereto and Exhibit F to Exhibit 2.1 hereto, respectively.