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Bridgetown Holdings Limited *

Bridgetown Holdings Limited *

Oct 19, 2020 by Roman Developer

PROPOSED BUSINESS COMBINATION: CompareAsia Group Capital Limited

ENTERPRISE VALUE: $342 million
ANTICIPATED SYMBOL: MNY

Bridgetown Holdings Limited entered into a business combination agreement with CompareAsia Group Capital Limited

  • MoneyHero Group, formerly known as Hyphen Group or CompareAsia Group, is a market leader in the online personal finance aggregation and comparison sector in Greater Southeast Asia.
  • The Company operates in Singapore, Hong Kong, Taiwan, the Philippines and Malaysia with respective local market brands, and currently has 270 commercial partners and 9.8 million Monthly Unique Users.

TRANSACTION

  • Upon closing, the combined company, MoneyHero Limited (“PubCo”), will trade on NASDAQ under the ticker symbols “MNY” and “MNYWW.”
  • The combined company will have an enterprise value of approximately US$342 million on a post-money basis, including up to approximately US$154 million of cash held in Bridgetown’s trust account, assuming no redemptions by Bridgetown’s public shareholders.
  • All MoneyHero existing shareholders such as PCCW, FWD, and Goldman Sachs will roll 100% of their equity into the combined company.
  • MoneyHero Group’s management team, led by Chief Executive Officer Prashant Aggarwal and Chief Financial Officer and Chief Operating Officer Shaun Kraft, will continue to lead the public company after the completion of the Transaction.
  • The Transaction is expected to close in the third or fourth quarter of 2023.

SPAC FUNDING

  • The SPAC and MoneyHero shall use its commercially reasonable efforts to cooperate with each other in connection with the arrangement of any Permitted Equity Financing as may be reasonably requested by the other.

EARNOUT

  • Company:
    • Prior to the date of the Initial Closing, PubCo shall approve and adopt an incentive equity plan, pursuant to which PubCo shall reserve under the PubCo Equity Plan such number of PubCo Class A Ordinary Shares equal to the sum of:
      • (a) 15% of PubCo’s fully-diluted share capital immediately after the Acquisition Effective Time, plus
      • (b) the product of (i) the total number of ordinary shares of the Company reserved for issuance with respect to any outstanding options of the Company under the equity plan of the Company immediately prior to the Acquisition Effective Time multiplied by (ii) the ratio for exchanging ordinary shares of the Company for PubCo Class A Ordinary Shares at the Acquisition Effective Time, plus
      • (c) the product of (i) the total number of remaining ordinary shares of the Company reserved but not yet issued under the equity plan of the Company immediately prior to the Acquisition Effective Time multiplied by (ii) the ratio for exchanging ordinary shares of the Company for PubCo Class A Ordinary Shares at the Acquisition Effective Time; provided that the calculation in subpart (c) of this paragraph shall not include any ordinary shares of the Company included in subpart (b) of this paragraph, unless otherwise determined by the board of directors of PubCo.
    • Once the PubCo Equity Plan is established, PubCo may make equity awards to such present and future officers, directors, employees, consultants and advisors of PubCo or its subsidiaries as may be selected in the sole discretion of the board of directors of PubCo.

LOCK-UP

  • Company and Sponsor:
    • The Sponsor and certain shareholders of the Company have agreed to a lock-up of their shares and warrants for a period of 6 months following the Acquisition Closing.
  • Sponsor Forfeiture:
    • The Sponsor has agreed to subject 2,000,000 PubCo Class B Ordinary Shares it receives pursuant to the Business Combination to potential forfeiture, with such potential forfeiture lapsing if the 20-day volume weighted average trading price of PubCo Class A Ordinary Shares on the 2nd, 4th, 6th, 8th or 10th anniversary of the Acquisition Closing equals or exceeds $10.00 per share.
    • The Sponsor has also agreed to forfeit for nil consideration a certain number of PubCo Class B Ordinary Shares to PubCo, determined in accordance with certain formulas set forth in the Sponsor Support and Lock-Up Agreement, with such forfeiture occurring if the 20-day volume weighted average trading price of PubCo Class A Ordinary Shares is in excess of $11.00 per share at a date to be determined in accordance with the Sponsor Support and Lock-up Agreement and following any such forfeiture, PubCo has an obligation to issue a corresponding number of PubCo Class A Ordinary Shares, if any, to certain former equity holders of the Company.

NOTABLE CONDITIONS TO CLOSING

  • MoneyHero and Bridgetown shareholder approvals
  • Bridgetown must have at least $5,000,001 of net tangible assets remaining after accounting for redemptions
  • The sum of the aggregate amount of cash in the Trust Account immediately prior to the Acquisition Closing (after deducting amounts needed to pay shareholder redemptions but prior to any other payments) and the Permitted Equity Financing Proceeds, if any, shall be not less than $50,000,000

NOTABLE CONDITIONS TO TERMINATION

  • The Business Combination Agreement may be terminated by either Bridgetown or the Company if the Initial Merger is not consummated by October 15, 2023 (“Outside Date”).

ADVISORS

  • Bridgetown Advisors:
    • Skadden, Arps, Slate, Meagher & Flom LLP is serving as international legal counsel
  • MoneyHero Advisors:
    • Kirkland & Ellis is serving as international legal counsel

NON-REDEMPTION AGREEMENT

  • The Sponsor entered into a non-redemption agreement with FWD Life Insurance Company, Limited and FWD Life Insurance Public Company Limited (collectively, the “FWD Parties”) in exchange for them agreeing not to redeem 5,000,000 Shares.
    • In exchange, the Sponsor will pay an amount in cash sufficient to assure each FWD Party of an annual return of 5.0% on the PubCo Class A Ordinary Shares held by such FWD Party and to compensate such FWD Party for any loss realized by it if it sells any PubCo Class A Ordinary Shares at a price per PubCo Class A Ordinary Share of less than $10.00, in each case for a period of five years from the date of the Acquisition Closing.
    • Such cash payments to the FWD Parties will be funded through Sponsor selling PubCo Class A Ordinary Shares, including PubCo Class A Ordinary Shares issued upon conversion of PubCo Class B Ordinary Shares, held by Sponsor, except that Sponsor shall have the right to purchase all of the remaining PubCo Class A Ordinary Shares held by the FWD Parties as of the end of the five-year period pursuant to the terms and conditions of the Non-Redemption Deeds, and if Sponsor exercises such right, the Non-Redemption Deeds do not require Sponsor to sell PubCo Class A Ordinary Shares to fund such purchase of the remaining PubCo Class A Ordinary Shares held by the FWD Parties as of the end of the five-year period.

EXTENSION – 10/17/22 – LINK

  • The SPAC approved the extension from October 20, 2022, to October 20, 2023.
    • 44,406,317 Class A ordinary shares (74.633%) were redeemed for approximately $10.08/Share

MANAGEMENT & BOARD


Executive Officers

Daniel Wong, 44
Chief Executive Officer, Chief Financial Officer and Director

Mr. Wong is a Senior Vice President with Pacific Century. He leads corporate finance (equity and debt), venture investment, and major mergers and acquisitions at Pacific Century, including in respect of its portfolio companies such as FWD (an Asian life insurance company, majority owned by Pacific Century) and PineBridge (a multi-asset manager managing $96 billion worldwide as of March 2020, majority-owned by Pacific Century with a minority interest owned by PineBridge management and employees). Mr. Wong was a Senior Managing Director and a member of the Executive Committee of PineBridge from 2015 to 2016. Prior to joining Pacific Century in 2003, Mr. Wong was a manager with the Corporate Finance division of PricewaterhouseCoopers’ Hong Kong office. Pacific Century established FWD through the acquisition of ING’s insurance assets in Hong Kong, Macau and Thailand for $2.1 billion in 2013. Since then, Mr. Wong has raised $6.7 billion of private equity, bank loan and publicly traded fixed income instruments for FWD. Since 2017, Mr. Wong has been a board member of Tokopedia, one of Indonesia’s leading e-commerce marketplaces. He led the Series D investment in Tokopedia on behalf of Pacific Century. Since 2020, he is an investor representative of Tiki, one of Vietnam’s leading B2C e-commerce marketplaces. He led Series D investment in Tiki on behalf of Pacific Century. He is also a board member of CompareAsia group, a financial comparison site in Southeast Asia and one of the top Fintech startups based in Hong Kong. Mr. Wong also led the Series E investment in Chegg (NYSE: CHGG) and was one of Chegg’s board members from 2010 to 2012 prior to its public listing. Since 2015, Mr. Wong has also been Chairman and the single largest shareholder of QooApp, a global anime game platform with close to 6.5 million monthly active users worldwide as of April 2020. Mr. Wong has been a shareholder and subsequently a director of Manner Culture Enterprises (??????), a leading online Cantonese content producer with close to 5 million followers on social media and 1 billion viewerships, since 2018 and 2020, respectively. Mr. Wong graduated from the University of Wisconsin-Madison with a Bachelor of Business Administration degree, majoring in Accounting, Finance and Economics. He completed the Kellogg-HKUST Executive MBA program in 2013 and earned the CFA designation in 2001.


 

Board of Directors

Matt Danzeisen, 43
Chairman of the Board of Directors

Mr. Danzeisen is Head of Private Investments at Thiel Capital, with a primary focus on investments in private companies and funds in the U.S. and Asia. At Thiel Capital, Mr. Danzeisen has developed and led a strategy focused on making debt and equity investments in innovative financial technology companies, funding some of the leading companies in this space and serving on the board of directors of three of them: Trumid Holdings, LLC, an electronic bond trading platform, since 2015; Artivest Holdings, Inc., an alternative investment platform for retail investors and their advisors, since 2018; and Coru Holdings Limited, a financial management platform for individuals, since 2018. Mr. Danzeisen also cofounded Crescendo Equity Partners Limited, or Crescendo, a private equity firm based in South Korea in 2012 while at Thiel Capital. Crescendo has raised and deployed over $550 million throughout South Korea and Southeast Asia in companies with a technology supply-chain focus. Mr. Danzeisen serves as a member of Crescendo’s investment committee and as the firm’s representative to selected portfolio companies. Prior to joining Thiel Capital and its predecessor firm, Clarium Capital Management in 2008, Mr. Danzeisen was a Vice President and Portfolio Manager at BlackRock in its fixed income division from 2002 to 2008. Prior to BlackRock, Mr. Danzeisen was an investment banker at Banc of America Securities from 2000 to 2001. He graduated from Cornell University with a degree in Finance and a minor in Economics, and is a CFA® charterholder.


Samuel Altman, 35
Director

Since 2019, Mr. Altman is the Chief Executive Officer and co-founder of OpenAI, an AI research and deployment company. Previously, from 2014 to 2019, he was the President of Y Combinator, a leading startup accelerator which has invested billions of dollars into thousands of startups around the world. In addition to his work at Y Combinator, he has been an active investor in dozens of startups, and currently and within the last five years has served on the boards of Reddit Inc., which operates a social sharing and aggregation website, and Expedia Group, Inc., a company providing travel products and services, as well as Helion Energy, Inc. and Oklo. Inc., which are both developing clean energy solutions. Mr. Altman studied computer science at Stanford University and has since taught classes on entrepreneurship there.


John R. Hass, 59
Director

Since 2010, Mr. Hass has been a Partner at RRE Ventures, a leading U.S. venture capital investment firm.  At RRE, Mr. Hass is responsible for a number of business and strategy functions including collaboration with RRE’s portfolio companies on business development and corporate development, investor relations, and new product development. Prior to joining RRE, Mr. Hass spent 22 years at Brown Brothers Harriman, where he served as a Managing Director.  At BBH Mr. Hass established and managed BBH’s Alternative Investments Group, which encompassed private equity, hedge, Asian equity and real estate funds with assets of $1.3 billion and approximately 1,300 limited partners. Prior to BBH, Mr. Hass was a consultant in national politics and was a brand manager at Ted Bates Advertising. In addition to his RRE duties, Mr. Hass has served as an advisor to Raftr, Inc. and DecodeM; and is a member of the Tech: NYC Leadership Council. Mr. Hass is a former independent director of the Cheetah Korea Value Fund and the J.P. Morgan China Region Fund, Inc. He is a board member emeritus of the Tory Burch Foundation. Mr. Hass graduated from Princeton University with a B.A. in Politics and completed the CFA Institute’s Investment Management program at Harvard Business School.


In Joon Hwang, 54
Director

Since 2015, he has been Chief Financial Officer, and since 2008 a director of, LINE Corporation (NYSE:LN), a developer of mobile applications and internet services. He also serves as a member of the board of several LINE Corporation subsidiaries and affiliate companies, including Line Plus, Line Financials, Line Financial Puls, Line Ventures and Line Taiwan Bank Limited. He is Co-Chief Executive Officer of Line Ventures and Chairman of Line Taiwan Bank Limited, which is scheduled to be launched in November 2020. Previously, Mr. Hwang served in several roles at NAVER Corporation (KRX:035420), a development company which operates the Korean search engine Naver, including as Chief Financial Officer from 2008 to 2016. Prior to joining NAVER Corporation, Mr. Hwang served in several roles at Woori Investment & Securities Co., Ltd., Woori Finance Holdings Co., Ltd., Samsung Securities Co., Ltd., Credit Suisse and Samsung Electronics Co., Ltd. Mr. Hwang received a B.S. in economics from Seoul National University and an M.B.A. from New York University.