Item 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year
On October 13, 2022, Bridgetown Holdings Limited (the “Company”) held its extraordinary general meeting in lieu of the 2022 annual general meeting of shareholders (the “EGM”). At the EGM, the Extension Amendment Proposal (as defined below) to amend the Company’s Amended and Restated Memorandum and Articles of Association (“Charter Amendment”) was approved. Under Cayman Islands law, the Charter Amendment took effect upon approval of the Extension Amendment Proposal. The Company plans to file the Charter Amendment with the Cayman Islands General Registry within 15 days of the EGM. The terms of the Charter Amendment are set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 29, 2022.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the EGM, the Company’s shareholders were presented with a proposal to extend the date by which the Company must consummate an initial business combination from October 20, 2022 (which is 24 months from the closing of the Company’s initial public offering) to October 20, 2023 (or such earlier date as determined by the Company’s Board of Directors) by amending the Company’s Amended and Restated Memorandum and Articles of Association (the “Extension Amendment Proposal”).
Set forth below are the final voting results for the Extension Amendment Proposal. Pursuant to the Company’s Amended and Restated Memorandum and Articles of Association, and as required by Cayman Islands law, the approval of the Extension Amendment Proposal requires the affirmative vote of at least two-thirds of holders of Class A and Class B ordinary shares (the “Ordinary Shares”) who attend and vote at the EGM with a quorum.
Redemption of Public Shares and Liquidation if No Initial Business Combination
Our sponsor, officers and directors have agreed that we will have only until October 20, 2022 to complete our initial business combination. If we are unable to complete our initial business combination by October 20, 2022, we 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 (less up to $100,000 of interest to pay dissolution expenses (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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our 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 our warrants, which will expire worthless if we fail to complete our initial business combination by October 20, 2022.
Dec 15 (Reuters) - Blank-check acquisition firm Bridgetown Holdings Ltd is considering a merger with Indonesian e-commerce firm PT Tokopedia, Bloomberg News reported here on Tuesday, citing people familiar with the matter.
Tokopedia, backed by SoftBank Corp, could be valued between $8 billion and $10 billion in a deal, the report said. Deliberations are at a preliminary stage and Bridgetown could still look at other potential targets, it added.
Founded in 2009, Tokopedia provides an online marketplace that allows individuals and businesses in Indonesia to open their own online stores.
Bridgetown, backed by billionaires Peter Thiel and Richard Li, and Tokopedia did not immediately respond to Reuters’ requests for comment.
Bridgetown’s shares soared 25% in premarket trading after the report. (Reporting by Ayanti Bera in Bengaluru; Editing by Maju Samuel)