United States securities and exchange commission logo
August 3, 2023
Prashant Aggarwal
Chief Executive Officer
MoneyHero Ltd
70 Shenton Way
#18-15, EON Shenton, S079118
Singapore
Re: MoneyHero Ltd
Amendment No. 1 to
Draft Registration Statement on Form F-4
Submitted July 14,
2023
CIK No. 0001974044
Dear Prashant Aggarwal:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-4 submitted
July 14, 2023
Questions and Answers About the Proposals
Q. What interests do Bridgetown's Sponsors, directors, officers and
certain advisors have in the
Business Combination?, page 26
1. We note your response
to comment 8 and reissue in part. Please quantify the aggregate
dollar amount of what
the sponsor and its affiliates have at risk in relation to completion
of the business
combination. Include the current value of securities held, loans extended,
fees due, and
out-of-pocket expenses for which the sponsor and its affiliates are awaiting
reimbursement. In this
regard, we note a number of the bullets and listed interests lack
quantification.
Additionally, it appears that certain officers and directors indirectly own
Prashant Aggarwal
FirstName
MoneyHeroLastNamePrashant Aggarwal
Ltd
Comapany
August NameMoneyHero Ltd
3, 2023
August
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FirstName LastName
securities and interests in the target companies. Please quantify such
securities and
interests based upon the terms of the proposed business combination
and the assigned
value being used in the various mergers.
Risks Factors
Risks Related to PubCo and Its Securities
PubCo may redeem your unexpired PubCo Public Warrants prior to their exercise
at a time that
is disadvantageous to you..., page 145
2. We note your response to comment 21, including revisions to your risk
factor titled
"PubCo may redeem your unexpired PubCo Public Warrants prior to their
exercise at a
time that is disadvantageous to you..." to provide disclosure
regarding the steps you will
take to notify all shareholders, including beneficial owners,
regarding when the warrants
become eligible for redemption. Please provide a cross-reference to
this risk factor in
your Question and Answer and Summary of the Proxy Statement/Prospectus
sections which were revised in response to comment 21.
Material Tax Considerations, page 231
3. We note your response to comment 30 and reissue in part. Please refer
to the Effects of
the Initial Merger to U.S. Holders section. Please provide a tax
opinion covering the
material federal tax consequences of the transaction to the holders of
Bridgetown's
securities and revise your disclosure accordingly to tailor it to
address the material federal
tax consequences of the transaction to those public investors. Please
refer to Item
601(b)(8) of Regulation S-K and Items 4(a)(6) and 21(a) of Form F-4.
For guidance in
preparing the opinion and related disclosure, please refer to Section
III of Staff Legal
Bulletin No. 19. Additionally, we note the disclosure under the
referenced section and the
opinion to be delivered by Skadden, Arps, Slate, Meagher & Flom LLP
which will be
filed as Exhibit 8.1 does not appear to address the above referenced
form requirement to
address the material federal tax consequences of the transaction to
the public investors. In
this regard, we note that it is focused on the initial merger
qualifying as an F
Reorganization from a high level. Item 601(b)(8) of Regulation S-K is
focused on the tax
consequences to investors and representations related to those tax
consequences. Please
revise this section accordingly.
Information Related to the MoneyHero Group
Intellectual Property, page 300
4. We note your response to comment 38, including that, in terms of
revenue
contribution, your most material intellectual property and proprietary
rights are held in
Singapore, Hong Kong and Taiwan. Please revise your disclosure to
provide additional
detail regarding this intellectual property and proprietary rights,
including the remaining
term of protection or date of expiration and discuss the risk that the
inability to protect
Prashant Aggarwal
MoneyHero Ltd
August 3, 2023
Page 3
your material intellectual property and proprietary rights may negatively
impact your
business or results of operations. Further, discuss whether you face risk
in the inability to
protect this property and rights and challenges these you may face
enforcing your rights in
these jurisdictions.
Item 21. Exhibits and Financial Statement Schedules
Exhibit 5.1, page II-1
5. We note your response to comment 41 and reissue in part. We note that the
Cayman
Islands law opinion filed as Exhibit 5.1 assumes that the "Warrant
Documents will be
legal, valid, binding and enforceable against all relevant parties in
accordance with their
terms under the laws of the State of New York and all other relevant laws
(other than the
laws of the Cayman Islands)." We also note that the Form of PubCo Class A
Warrant
Agreement filed as Exhibit 10.19 is governed by New York law. Please file
a New York
law opinion to cover the binding obligation opinion applicable to the
PubCo Class A
Warrants. Refer to Section II.B.1.f of Staff Legal Bulletin No. 19.
Additionally, please
tell us whether an opinion regarding the warrants needs to be given under
Hong Kong
Law, given that the CGCL Class A Supplemental Deed and the CGCL Class C
Supplemental Deeds are governed by Hong Kong law. In this regard, we note
that the
Cayman Islands law opinion doesn't appear to appropriately cover the
PubCo Class C-
1 Warrants or PubCo Class C-2 Warrants. Please advise, revise the exhibit
index, and file
all local counsel opinions required to cover the various binding
obligation opinions related
to the various warrants and the jurisdictions governing the applicable
warrant agreements.
You may contact Amy Geddes at 202-551-3304 or Lyn Shenk at 202-551-3380
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Kate Beukenkamp at 202-551-3861 or Donald Field at 202-551-3680 with
any other
questions.
Sincerely,
FirstName LastNamePrashant Aggarwal
Division of
Corporation Finance
Comapany NameMoneyHero Ltd
Office of Trade &
Services
August 3, 2023 Page 3
cc: Joseph Casey
FirstName LastName