Exhibit 10.11
CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.
Letter Agreement
May 25, 2023
To:
CompareAsia Group Capital Limited
c/o 70 Shenton Way, #18-15, EON Shenton, S079118, Singapore
Attention: Shaun Kraft; Laura Hannon
MoneyHero Limited
c/o 70 Shenton Way, #18-15, EON Shenton, S079118, Singapore
Attention: Derek Fong; Kenneth Chan
Ladies and Gentlemen:
Reference is made to the business combination agreement of even date herewith by and among MoneyHero Limited (formerly known as Hyphen Group Limited), a Cayman Islands exempted company limited by shares (“PubCo”), CompareAsia Group Capital Limited, a Cayman Islands exempted company limited by shares (the “Company”), Bridgetown Holdings Limited, a Cayman Islands exempted company limited by shares (“Acquiror”), Gemini Merger Sub 1 Limited, a Cayman Islands exempted company limited by shares and a direct wholly-owned subsidiary of PubCo (“Merger Sub 1”), and Gemini Merger Sub 2 Limited, a Cayman Islands exempted company limited by shares and a direct wholly-owned subsidiary of PubCo (“Merger Sub 2”) (as the same may be amended, restated or supplemented from time to time, the “Business Combination Agreement”) providing for (a) the merger of Acquiror with and into Merger Sub 1, with Merger Sub 1 being the surviving entity and remaining a wholly-owned subsidiary of PubCo (the “Initial Merger”) and (b) the merger of Merger Sub 2 with and into the Company, with the Company being the surviving entity and becoming a wholly-owned subsidiary of PubCo (the “Acquisition Merger”).
Capitalized terms used in this letter agreement but otherwise undefined shall have the meanings ascribed to such terms in the Business Combination Agreement, unless the context otherwise requires.
As an inducement to PubCo and the Company to enter into the Business Combination Agreement, and subject to payment by the Surviving Subsidiary, PubCo or the Company at the Acquisition Closing of the amounts listed on Schedule A (the aggregate of such amounts, the “Expense Reimbursement Cap”) to the relevant payees listed on Schedule A in accordance with Section 2.4(b)(ii)(B) of the Business Combination Agreement:
(A) if, and only if, the aggregate amount of cash in the Trust Account immediately prior to the Acquisition Closing (after deducting the Acquiror Shareholder Redemption Amount but prior to deduction or payment of any other amounts, including fees of the underwriters of the IPO with respect to deferred underwriting commissions, Acquiror Transaction Expenses and Company Transaction Expenses) (the amount after such deduction, the “Post-Redemption Trust Amount”) is less than US$79,000,000.00, then, each of BTN Investments LLC (“BTN”) and Bridgetown LLC (“Sponsor”) agrees to pay to the Company (for and on behalf of PubCo) 50% of the amounts listed on Schedule A (such aggregate amount in cash equal to the Expense Reimbursement Cap);
(B) if, and only if, the Post-Redemption Trust Amount is less than US$82,000,000.00 but equal to or more than US$79,000,000.00, then, each of BTN and Sponsor agrees to pay to the Company (for and on behalf of PubCo) 50% of the amount equal to (i) the Expense Reimbursement Cap less (ii) the product of (x) the quotient obtained by dividing the Expense Reimbursement Cap by 3,000,000, multiplied by (y) the absolute difference between Post-Redemption Trust Account and $79,000,000; and
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