SECURITIES AND EXCHANGE COMMISSION FORM DRS Draft Registration Statement Filing Date: 2020-07-24 SEC Accession No. 0001213900-20-018579 (HTML Version on secdatabase.com) FILER Bridgetown Holdings Ltd Mailing Address Business Address 38/F CHAMPION TOWER 38/F CHAMPION TOWER CIK:1815086| IRS No.: 000000000 | State of Incorp.:E9 | Fiscal Year End: 1231 3 GARDEN ROAD 3 GARDEN ROAD Type: DRS | Act: 33 | File No.: 377-03334 | Film No.: 201047646 HONG KONG F4 000000 HONG KONG F4 000000 SIC: 6770 Blank checks 85225148888 Copyright © 2020 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document This confidential draft submission is being submitted confidentially to the U.S. Securities and Exchange Commission on July 24, 2020 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________________ Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ___________________________________ Bridgetown Holdings Limited (Exact name of registrant as specified in its charter) ___________________________________ Cayman Islands 6770 N/A (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) ___________________________________ c/o 38/F Champion Tower 3 Garden Road, Central Hong Kong Telephone: +852 2514 8888 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Daniel Wong c/o 38/F Champion Tower 3 Garden Road, Central Hong Kong Telephone: +852 2514 8888 (Name, address, including zip code, and telephone number, including area code, of agent for service) ___________________________________ Copies to: Douglas S. Ellenoff, Esq. Joel L. Rubinstein, Esq. Stuart Neuhauser, Esq. Rupa Briggs, Esq. Ellenoff Grossman & Schole LLP Daniel E. Nussen, Esq. 1345 Avenue of the Americas White & Case LLP New York, NY 10105 1221 Avenue of the Americas Tel: (212) 370-1300 New York, NY 10020 Tel: (212) 819-8200 ___________________________________ Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box £ Copyright © 2020 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer £ Accelerated filer £ Non-accelerated filer S Smaller reporting company S Emerging growth company S 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 7(a)(2)(B) of the Securities Act. £ Copyright © 2020 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document CALCULATION OF REGISTRATION FEE Proposed Proposed Maximum Maximum Amount Offering Aggregate Amount of Being Price per Offering Registration Title of Each Class of Security Being Registered Registered Security(1) Price(1) Fee Units, each consisting of one Class A ordinary share, $0.0001 par value, and one- half of one redeemable warrant(2) 23,000,000 $ 10.00 $ 230,000,000 $ 29,854 Class A ordinary shares included as part of the units(3) 23,000,000 — — — Redeemable warrants included as part of the units(4) 11,500,000 — — — Total $ 230,000,000 $ 29,854 ____________ (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a). (2) Includes 3,000,000 units, consisting of 3,000,000 Class A ordinary shares and 1,500,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share subdivisions, share consolidations, share capitalizations or similar transactions. (4) No fee pursuant to Rule 457(g). The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Copyright © 2020 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Preliminary Prospectus Subject to Completion, dated , 2020 $200,000,000 Bridgetown Holdings Limited 20,000,000 Units ________________________ Bridgetown Holdings Limited is a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one of our Class A ordinary shares and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. We have also granted the underwriters a 45-day option to purchase up to an additional 3,000,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding Class A ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations described herein. If we are unable to complete our initial business combination within 24 months from the closing of this offering, we will redeem 100% of 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 (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, subject to applicable law and as further described herein. Our sponsor, Bridgetown LLC, a Cayman Islands limited liability company, has committed to purchase an aggregate of 5,500,000 warrants (or 6,100,000 if the over-allotment option is exercised in full) at a price of $1.00 per warrant ($5,500,000 in the aggregate, or $6,100,000 if the over-allotment option is