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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
PURSUANT TO SECTION 13
OR 15(d) OF THE
SECURITIES EXCHANGE ACT
OF 1934
Date of Report (Date of
earliest event reported): January 18, 2022
BRIDGETOWN 2 HOLDINGS
LIMITED
(Exact name of registrant
as specified in its charter)
Cayman
Islands
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001-39932
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N/A
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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c/o 38/F Champion Tower
3 Garden Road, Central
Hong Kong
(Address of principal executive
offices, including zip code)
Registrant’s telephone
number, including area code: +852 2514 8888
Not Applicable
(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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Class A
Ordinary Shares, par value $0.0001 per share
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BTNB
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The
NASDAQ Stock Market LLC
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
EXPLANATORY NOTE
Bridgetown 2 Holdings Limited (the “Company”)
is filing this Amendment No. 1 to its Current Report on this Form 8-K/A for the Initial Public Offering date of January 28, 2021 (the
“First Amendment”), as originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on February
3, 2021 (the “Original Form 8-K”) to amend and restate the Company’s audited balance sheet and accompanying footnotes
as of January 28, 2021 on Form 8-K, as further described below.
This amended and restated report on Form 8-K/A
is presented as of the filing date of the Original Form 8-K and does not reflect events occurring after that date, or modify or update
disclosures in any way other than as required to reflect the restatement as described below. Accordingly, this Amendment No. 1 on Form
8-K/A should be read in conjunction with our filings with the SEC subsequent to the date on which we filed the Original Form 8-K.
The Company is filing this First Amendment on
Form 8-K/A to reflect a restatement of the Company’s audited balance sheet as of January 28, 2021, to correct errors in the Company’s
accounting for complex financial instruments.
Background of Restatement
The Company previously accounted for its outstanding
private placement warrants (the “Warrants”) issued in connection with its Initial Public Offering as components of equity
instead of as derivative liabilities. The Company’s management evaluated the Warrants under Accounting Standards Codification (“ASC”)
Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification
of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only
if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed
to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and
that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee,
in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s
ordinary shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing
of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee,
in consultation with management, concluded that the tender offer provision fails the “classified in shareholders’ equity”
criteria as contemplated by ASC Section 815-40-25. As a result of the above, the Company should have classified the Warrants as derivative
liabilities in its previously issued financial statement as of January 28, 2021 on Form 8-K filed with the Securities and Exchange Commission
on February 3, 2021.
In addition, the Company has re-evaluated the
application of ASC 480-10-S99-3A to its accounting classification of the redeemable Class A ordinary shares, par value $0.0001 per share
(the “Public Shares”), issued in the Company’s initial public offering (the “Initial Public Offering”)
on January 28, 2021. Historically, a portion of the Public Shares were classified as permanent equity to maintain shareholders’
equity greater than $5 million on the basis that the Company will not redeem its Public Shares in an amount that would cause its net
tangible assets to be less than $5,000,001, as described in the Company’s amended and restated memorandum and articles of association
(the “Charter”). Pursuant to such re-evaluation, the Company’s management has determined that the Public Shares include
certain provisions that require classification of all of the Public Shares as temporary equity regardless of the net tangible assets
redemption limitation contained in the Charter.
On November 30, 2021 Company’s
management and the audit committee of the Company’s Board of Directors concluded that it is appropriate to restate the
Company’s previously issued balance sheet to report all public shares as temporary equity as well as the Warrants as
derivative liabilities as of January 28, 2021.
This First Amendment on Form 8-K/A sets forth
the Original Form 8-K in its entirety, as amended to reflect the restatement. Among other things, forward-looking statements made in
the Original Form 8-K have not been revised to reflect events that occurred or facts that became known to the Company after the filing
of the Original Form 8-K, and such forward-looking statements should be read in their historical context.
The following items have been amended as a result
of the restatement:
Exhibit No.99.1, “Audited Balance Sheet
as of January 28, 2021”
In accordance with applicable SEC rules, this
First Amendment on Form 8-K/A includes an updated signature page.
Refer to Note 2, Restatement of Previously Issued
Financial Statement of this Form 8-K/A for additional information and for the summary of the accounting impacts of these adjustments
to the Company’s balance sheet as of January 28, 2021.
The Company previously identified a material
weakness in internal controls related to the accounting for complex financial instruments issued in connection with our initial public
offering. As a result of the restatement described this First Amendment on Form 8-K/A, the Company has concluded there was a material
weakness in the Company’s internal control over financial reporting at the time the abovementioned financial statement was issued,
and its disclosure controls and procedures were not effective at the time the abovementioned financial statement was issued.
Item 8.01. Other Events.
On January 28, 2021, Bridgetown
2 Holdings Limited (the “Company”) consummated its initial public offering (the “IPO”) of 29,900,000
Class A ordinary shares of the Company, par value $0.0001 per share (“Class A Ordinary Shares”), including the exercise
in full of the underwriters’ 45-day option to purchase up to an additional 3,900,000 Class A Ordinary Shares. The Class A Ordinary
Shares were sold at a price of $10.00 per share, generating gross proceeds to the Company of $299,000,000.
Simultaneously with the
closing of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 12,960,000
warrants (the “Private Placement Warrants”) to Bridgetown 2 LLC (the “Sponsor”) at a purchase price
of $0.50 per Private Placement Warrant, generating gross proceeds to the Company of $6,480,000.
A total of $299,000,000,
comprised of $294,020,000 of the proceeds from the IPO (which amount includes $8,715,000 of the underwriters’ deferred discount)
and $4,980,000 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account., maintained by
Continental Stock Transfer & Trust Company, acting as trustee.
An audited balance sheet
as of January 28, 2021 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the
Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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BRIDGETOWN 2 HOLDINGS LIMITED
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By:
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/s/
Daniel Wong
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Name:
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Daniel Wong
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Title:
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Chief Executive Officer and
Chief Financial Officer
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Dated: January 18, 2022
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