NOTES
TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER
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 September 30, 2021, the Company had not commenced any operations. All activity through September 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 4.
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 5.
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 shareholders’ 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
statements 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 of 1940 (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. 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 7).
BRIDGETOWN
2 HOLDINGS LIMITED
NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
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 7). 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 6) 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.
BRIDGETOWN
2 HOLDINGS LIMITED
NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
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 7) 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).
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. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
In
connection with the preparation of the Company’s condensed financial statements as of September 30, 2021, the Company concluded
it should restate its financial statements to classify all Public Shares in temporary equity. In accordance with ASC 480, paragraph 10-S99,
redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside
of permanent equity. The Company previously determined the Class A ordinary shares subject to possible redemption to be equal to
the redemption value of $10.00 per Class A ordinary shares while also taking into consideration a redemption cannot result in net
tangible assets being less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity
as part of net tangible assets. Effective with these condensed financial statements, the Company revised this interpretation to include
temporary equity in net tangible assets. Accordingly, effective with this filing, the Company presents all redeemable Class A ordinary
shares as temporary equity and recognizes accretion from the initial book value to redemption value at the time of its Initial Public
Offering and in accordance with ASC 480.
As
a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment
to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional
paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares.
BRIDGETOWN
2 HOLDINGS LIMITED
NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
In
connection with the change in presentation for the Class A ordinary shares subject to redemption, the Company also restated its income
(loss) per ordinary share calculation to allocate net income (loss) evenly to Class A and Class B ordinary shares. This presentation
contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary share pro rata in the income
(loss) of the Company.
There
has been no change in the Company’s total assets, liabilities or operating results due to this restatement.
The
impact of the restatement on the Company’s financial statements is reflected in the following table.
Balance Sheet as
of January 28, 2021
|
|
As
Previously
Reported
|
|
|
Adjustment
|
|
|
As
Restated
|
|
Class
A ordinary shares subject to possible redemption
|
|
$
|
272,429,020
|
|
|
$
|
26,570,980
|
|
|
$
|
299,000,000
|
|
Class
A ordinary shares
|
|
$
|
266
|
|
|
$
|
(266
|
)
|
|
$
|
—
|
|
Additional
paid-in capital
|
|
$
|
12,419,059
|
|
|
$
|
(12,419,059
|
)
|
|
$
|
—
|
|
Accumulated
deficit
|
|
$
|
(7,420,069
|
)
|
|
$
|
(14,151,655
|
)
|
|
$
|
(21,571,724
|
)
|
Total
Shareholders’ Equity (Deficit)
|
|
$
|
5,000,004
|
|
|
$
|
(26,570,980
|
)
|
|
$
|
(21,570,976
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
Sheet as of March 31, 2021 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Class
A ordinary shares subject to possible redemption
|
|
$
|
269,927,610
|
|
|
$
|
29,072,390
|
|
|
$
|
299,000,000
|
|
Class
A ordinary shares
|
|
$
|
291
|
|
|
$
|
(291
|
)
|
|
$
|
—
|
|
Additional
paid-in capital
|
|
$
|
14,920,444
|
|
|
$
|
(14,920,444
|
)
|
|
$
|
—
|
|
Retained
earnings
|
|
$
|
(9,921,473
|
)
|
|
$
|
(14,151,655
|
)
|
|
$
|
(24,073,128
|
)
|
Total
Shareholders’ Equity (Deficit)
|
|
$
|
5,000,010
|
|
|
$
|
(29,072,390
|
)
|
|
$
|
(24,072,380
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
Sheet as of June 30, 2021 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Class
A ordinary shares subject to possible redemption
|
|
$
|
267,063,110
|
|
|
$
|
31,936,890
|
|
|
$
|
299,000,000
|
|
Class
A ordinary shares
|
|
$
|
319
|
|
|
$
|
(319
|
)
|
|
$
|
—
|
|
Additional
paid-in capital
|
|
$
|
17,784,916
|
|
|
$
|
(17,784,916
|
)
|
|
$
|
—
|
|
Retained
earnings
|
|
$
|
(12,785,981
|
)
|
|
$
|
(14,151,655
|
)
|
|
$
|
(26,937,636
|
)
|
Total
Shareholders’ Equity (Deficit)
|
|
$
|
5,000,002
|
|
|
$
|
(31,936,890
|
)
|
|
$
|
(26,936,888
|
)
|
Statement of Operations
for the Three Months Ended March 31, 2021 (Unaudited)
|
|
As
Previously
Reported
|
|
|
Adjustment
|
|
|
As
Restated
|
|
Basic
and diluted weighted average shares outstanding, Class A ordinary shares
|
|
|
29,900,000
|
|
|
|
(9,302,222
|
)
|
|
|
20,597,778
|
|
Basic
and diluted net income per share, Class A ordinary shares
|
|
$
|
—
|
|
|
$
|
(0.36
|
)
|
|
$
|
(0.36
|
)
|
Basic
and diluted weighted average shares outstanding, Class B ordinary shares
|
|
|
7,171,667
|
|
|
|
—
|
|
|
|
7,171,667
|
|
Basic
and diluted net loss (income) per share, Class B ordinary shares
|
|
$
|
(1.38
|
)
|
|
$
|
1.02
|
|
|
$
|
(0.36
|
)
|
Statement
of Operations for the Three Months Ended June 30, 2021 (Unaudited)
|
|
As
Previously
Reported
|
|
|
Adjustment
|
|
|
As
Restated
|
|
Basic
and diluted weighted average shares outstanding, Class A ordinary shares
|
|
|
29,900,000
|
|
|
|
—
|
|
|
|
29,900,000
|
|
Basic
and diluted net income per share, Class A ordinary shares
|
|
$
|
—
|
|
|
$
|
(0.08
|
)
|
|
$
|
(0.08
|
)
|
Basic
and diluted weighted average shares outstanding, Class B ordinary shares
|
|
|
7,475,000
|
|
|
|
—
|
|
|
|
7,475,000
|
|
Basic
and diluted net loss (income) per share, Class B ordinary shares
|
|
$
|
(0.38
|
)
|
|
$
|
0.30
|
|
|
$
|
(0.08
|
)
|
Statement
of Operations for the Six Months Ended June 30, 2021 (Unaudited)
|
|
As
Previously
Reported
|
|
|
Adjustment
|
|
|
As
Restated
|
|
Basic
and diluted weighted average shares outstanding, Class A ordinary shares
|
|
|
29,900,000
|
|
|
|
(4,625,414
|
)
|
|
|
25,274,586
|
|
Basic
and diluted net income per share, Class A ordinary shares
|
|
$
|
—
|
|
|
$
|
(0.39
|
)
|
|
$
|
(0.39
|
)
|
Basic
and diluted weighted average shares outstanding, Class B ordinary shares
|
|
|
7,324,171
|
|
|
|
—
|
|
|
|
7,324,171
|
|
Basic
and diluted net loss (income) per share, Class B ordinary shares
|
|
$
|
1.75
|
|
|
$
|
(2.14
|
)
|
|
$
|
(0.39
|
)
|
Statement
of Cash Flows for the three months ended March 31, 2021 (unaudited)
|
|
As
Previously
Reported
|
|
|
Adjustment
|
|
|
As
Restated
|
|
Initial
classification of Class A ordinary shares subject to possible redemption
|
|
$
|
272,429,020
|
|
|
$
|
26,570,980
|
|
|
$
|
299,000,000
|
|
Change
in value of Class A ordinary shares subject to possible redemption
|
|
$
|
(2,501,410
|
)
|
|
$
|
2,501,410
|
|
|
$
|
—
|
|
Statement
of Cash Flows for the sixth months ended June 30, 2021 (unaudited)
|
|
As
Previously
Reported
|
|
|
Adjustment
|
|
|
As
Restated
|
|
Initial
classification of Class A ordinary shares subject to possible redemption
|
|
$
|
272,429,020
|
|
|
$
|
26,570,980
|
|
|
$
|
299,000,000
|
|
Change
in value of Class A ordinary shares subject to possible redemption
|
|
$
|
(5,365,910
|
)
|
|
$
|
(5,365,910
|
)
|
|
$
|
—
|
|
BRIDGETOWN
2 HOLDINGS LIMITED
NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
NOTE
3. 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 nine months ended
September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future
interim periods.
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.
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.
BRIDGETOWN
2 HOLDINGS LIMITED
NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
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 September 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 were allocated to the separable financial instruments issued in the Initial Public Offering
based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed
as incurred in the statements of operations. Offering costs amounting to $14,175,907 associated with the Class A ordinary shares issued
were initially charged to temporary equity and then accreted to ordinary shares subject to redemption upon the completion of the Initial
Public Offering. Offering costs amounting to $22,869 were related to the warrant liabilities and charged to the statements 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 Accounting Standards
Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject
to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares
(including ordinary shares that feature redemption rights that is either within the control of the holder or subject to redemption upon
the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times,
ordinary shares is classified as stockholders’ equity. The Company’s Class A ordinary shares features certain redemption
rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly,
shares of Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the stockholders’
equity section of the Company’s balance sheets.
The
Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares
to equal the redemption value at the end of each reporting period.
At
September 30, 2021, the Class A ordinary shares reflected in the condensed balance sheet are reconciled in the following table:
Gross
proceeds
|
|
$
|
299,000,000
|
|
Less:
|
|
|
|
|
Class
A ordinary shares issuance costs
|
|
$
|
(14,175,907
|
)
|
Plus:
|
|
|
|
|
Accretion
of carrying value to redemption value
|
|
$
|
14,175,907
|
|
|
|
|
|
|
Class
A ordinary shares subject to possible redemption
|
|
$
|
299,000,000
|
|
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.
BRIDGETOWN
2 HOLDINGS LIMITED
NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
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 10).
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 September 30, 2021 and December 31,
2020, 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
Income (Loss) per Ordinary Share
The
Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss)
per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period.
The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class
A ordinary share is excluded from earnings per share as the redemption value approximates fair value.
The
calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial
Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events.
The warrants are exercisable to purchase 12,960,000 Class A ordinary shares in the aggregate. For the respective periods ending September
30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted
into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the
same as basic net income (loss) per ordinary share for the periods presented.
The
following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):
|
|
Three
Months
Ended
September 30,
2021
|
|
|
Three
Months
Ended
September 30,
2020
|
|
|
Nine
Months
Ended
September 30,
2021
|
|
|
For
the
Period from
June 24,
2020
(Inception) through
September 30,
2020
|
|
|
|
Class
A
|
|
|
Class B
|
|
|
Class
A
|
|
|
Class
B
|
|
|
Class
A
|
|
|
Class B
|
|
|
Class A
|
|
|
Class B
|
|
Basic
and diluted net income (loss) per ordinary share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocation
of net income (loss), as adjusted
|
|
$
|
4,340,772
|
|
|
$
|
1,226,740
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
(5,766,775
|
)
|
|
$
|
(1,441,694
|
)
|
|
$
|
—
|
|
|
$
|
(10,000
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted weighted average shares outstanding
|
|
|
29,900,000
|
|
|
|
7,475,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
26,833,333
|
|
|
|
7,375,000
|
|
|
|
—
|
|
|
|
—
|
|
Basic
and diluted net income (loss) per ordinary share
|
|
$
|
0.15
|
|
|
$
|
0.15
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
(0.20
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
BRIDGETOWN
2 HOLDINGS LIMITED
NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
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
4. 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
5. 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 9).
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.
NOTE
6. 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 (which amounts have been adjusted
for the share dividend referred to below) 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
SEPTEMBER
30, 2021
Advances
from Related Party
As
of September 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 September 30, 2021, advances amounting to $400,000 were outstanding. There were no advances outstanding as of December
31, 2020.
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 September 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 September 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
7. 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
SEPTEMBER
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.
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.
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).
BRIDGETOWN
2 HOLDINGS LIMITED
NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
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.
NOTE
8. 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 September 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 September 30, 2021,
there were 29,900,000 shares of Class A ordinary shares subject to possible redemption which are presented as temporary equity. 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 September 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.
BRIDGETOWN
2 HOLDINGS LIMITED
NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
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
9. WARRANTS
As
of September 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
10. 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.
|
|
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
September 30, 2021, assets held in the Trust Account were comprised of $299,012,025 in money market funds which are invested primarily
in U.S. Treasury Securities. At December 31, 2020 no assets were held in the Trust Account.
The
following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring
basis at September 30, 2021 and December 31, 2020 indicates the fair value hierarchy of the valuation inputs the Company utilized to
determine such fair value:
Description
|
|
Level
|
|
September 30,
2021
|
|
December 31,
2020
|
Assets:
|
|
|
|
|
|
|
Marketable securities held in
Trust Account – U.S. Treasury Securities Money Market Fund
|
|
|
1
|
|
|
$
|
299,012,025
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant Liability – Private Placement
Warrants
|
|
|
3
|
|
|
|
9,460,800
|
|
|
|
—
|
|
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 statements of operations.
BRIDGETOWN
2 HOLDINGS LIMITED
NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
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 Private Warrants as of the initial measurement date and September 30, 2021 were
as follows:
Input
|
|
September 30,
2021
|
|
|
January
28, 2021
|
|
Stock Price
|
|
$
|
9.91
|
|
|
$
|
10.00
|
|
Risk-free interest rate
|
|
|
1.04
|
%
|
|
|
0.59
|
%
|
Expected term (years)
|
|
|
5.34
|
|
|
|
5.25
|
|
Expected volatility
|
|
|
12.1
|
%
|
|
|
19.4
|
%
|
Exercise price
|
|
$
|
11.50
|
|
|
$
|
11.50
|
|
Probability of transaction
|
|
|
100
|
%
|
|
|
80
|
%
|
Fair value of Units
|
|
$
|
0.73
|
|
|
$
|
1.07
|
|
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
|
|
|
(4,406,400
|
)
|
Fair value as of September 30, 2021
|
|
$
|
9,460,800
|
|
(1)
|
As a result of the difference in fair value of $0.73 per share of the Private Placement Warrants and the purchase of $0.50 per share (see Note 5), the Company recorded a charge of $9.5 million as of September 30, 2021 which is included in the private placement liability.
|
NOTE
11. 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, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed
financial statements, other than the restatement discussed in Note 2.