Bridgetown 2 Form 3 Bridgetown 2 / Daniel Wong ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Wong Daniel

(Last) (First) (Middle)

C/O BRIDGETOWN 2 HOLDINGS LIMITED

38/F CHAMPION TOWER, 3 GARDEN ROAD

(Street)

CENTRAL, HONG KONG K3 00000

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/25/2021

3. Issuer Name and Ticker or Trading Symbol
Bridgetown 2 Holdings Ltd [ BTNB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
CEO and CFO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(1)	(1)	Class A Ordinary Shares	6,208,662	(1)	I	See Footnote(2)(3)
Class B Ordinary Shares	(1)	(1)	Class A Ordinary Shares	947,097	(1)	D(4)

Explanation of Responses:

1. As described in the registrant's registration statement on Form S-1 (File No. 333-251860) under the heading "Description of Securities - Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the registrant's initial business combination on a one-for-one basis (unless otherwise provided in our initial business combination agreement), subject to adjustment for share subdivisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and has no expiration date.

2. These shares represent 6,208,662 Class B ordinary shares held by Bridgetown 2 LLC (the "Sponsor") acquired pursuant to a certain securities subscription agreement dated as of November 3, 2020 by and between the Sponsor and the registrant (the "Subscription Agreement"), which were subject to share dividends.

3. Mr. Wong is one of four managers of the Sponsor and shares voting and dispositive control over the shares held by the Sponsor and may be deemed the beneficial owner of such shares. These shares include an aggregate of 811,998 shares that are subject to forfeiture to the extent that the underwriters' do not exercise their overallotment option in connection with the registrant's initial public offering in full. Mr. Wong disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

4. Mr. Wong owns 947,097 Class B Ordinary Shares. These shares include an aggregate of 123,866shares that are subject to forfeiture to the extent that the underwriters' do not exercise their overallotment option in connection with the registrant's initial public offering in full.

	/s/ Daniel Wong	01/25/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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