SCHEDULE 13D/A
This Amendment No. 3 (Amendment No. 3) to the Schedule 13D is being filed to amend the Schedule 13D filed by the
Reporting Persons on October 30, 2020, as amended by Amendment No. 1 to the Schedule 13D filed on December 20, 2022, and Amendment No. 2 to the Schedule 13D filed on October 4, 2023 (collectively, this Schedule
13D).
This Schedule 13D is being filed to report amendments to the Statement as specifically set forth herein. Except as set forth
herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D/A. Unless otherwise indicated herein, each capitalized term used but not otherwise defined herein shall have the meaning assigned to
such term in the Statement.
Item 4.Purpose of the Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
Pursuant to the terms of that certain Business Combination Agreement, dated May 25, 2023 (as amended from time to time, the
Business Combination Agreement), entered into by and among MoneyHero Limited (PubCo), the Issuer, Gemini Merger Sub 1 Limited, a direct wholly-owned subsidiary of PubCo (Bridgetown Merger Sub), Gemini Merger Sub 2
Limited, a direct wholly-owned subsidiary of PubCo (CGCL Merger Sub), and CompareAsia Group Capital Limited (CGCL), (i) the Issuer merged with and into Bridgetown Merger Sub, with Bridgetown Merger Sub being the surviving
company as a wholly-owned subsidiary of PubCo (the Initial Merger) and (ii) following the Initial Merger, CGCL Merger Sub merged with and into CGCL, with CGCL being the surviving company and becoming a wholly-owned subsidiary of
PubCo (the Acquisition Merger, and collectively with the Initial Merger and the other transactions contemplated by the Business Combination Agreement, the Business Combination). Pursuant to the terms of the Business
Combination Agreement, (x) each Class A Ordinary share was canceled and exchanged for the right to receive one Pubco Class A ordinary share, (ii) each Issuer Class B ordinary share was canceled and exchanged for the right to
receive one Pubco Class B ordinary share, and (iii) each Issuer warrant was assumed by Pubco and converted into a warrant to purchase one Pubco Class A ordinary share. The Business Combination closed on October 12, 2023 (the
Closing Date). Following the Closing Date, and a result of the Business Combination, the Sponsor ceased to hold any securities of the Issuer.
Item 5.Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a)-(c) None of the Reporting Persons beneficially owns any Class A Ordinary Shares. Except as set forth in this Amendment No. 3,
none of the Reporting Persons have transacted in the Class A Ordinary Shares since the filing of Amendment No. 2 filed on October 4, 2023.
(d) Not applicable.
(e) As of
the Closing Date, following the closing of the Business Combination, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the outstanding Class A Ordinary Shares.