Current Report Filing (8-k)
June 03 2021 - 4:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 28, 2021
BRIDGETOWN HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)
Cayman Islands
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001-249000
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N/A
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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c/o 38/F Champion Tower
3 Garden Road, Central
Hong Kong
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including area
code: +852 2514 8888
Not Applicable
(Former name or former address, if changed since last
report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Units, each consisting of one Class A Ordinary Share,
par value $0.0001 per share, and one-third of one Redeemable Warrant
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BTWNU
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The Nasdaq Stock Market LLC
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Class A Ordinary Shares, $.0001 par value per share
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BTWN
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The Nasdaq Stock Market LLC
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Warrants, each exercisable for one Class A Ordinary Share, each whole Warrant exercisable for $11.50 per share
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BTWNW
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The Nasdaq Stock Market LLC
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Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company þ
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01. Notice of Delisting or Failure to Satisfy
a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed in the Form 12b-25 filed on
May 17, 2021 by Bridgetown Holdings Limited, on April 12, 2021, the staff (the “Staff”) of the Division of Corporation
Finance of the Securities and Exchange Commission (the “SEC”) issued a statement entitled “Staff Statement on
Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” (the “Staff Statement”).
The Staff Statement, among other things, highlighted the potential accounting implications of certain terms that are common in warrants
issued in connection with the initial public offerings of special purpose acquisition companies such as the Company. As a result of the
Staff Statement, the Company required additional time to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (the
“Form 10-Q”).
On May 28, 2021, the Company received a notice from
the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) (the “Notice”) stating
that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”) because it has not timely filed
the Form 10-Q with the SEC. The Rule requires listed companies to timely file all required
periodic financial reports with the SEC. The Notice has no immediate effect on the listing or trading of the Company’s
securities. However, if the Company fails to timely regain compliance with the Rule, the Company’s
securities will be subject to delisting from Nasdaq.
Under Nasdaq
rules, the Company has 60 calendar days from receipt of the Notice (May 28, 2021), or until July 27, 2021, to submit a plan to regain
compliance with the Rule. If Nasdaq accepts the Company's plan, then Nasdaq may grant an exception of up to 180 calendar days from the
due date of the Form 10-Q (May 24, 2021), or until November 22, 2021, to regain compliance. However, there can be no assurance that Nasdaq
will accept the Company's plan to regain compliance or that the Company will be able to regain compliance within any extension period
granted by Nasdaq. If Nasdaq does not accept the Company’s plan, then
the Company will have the opportunity to appeal that decision to a Nasdaq hearings panel.
The Company can regain compliance with Nasdaq listing standards during this sixty-day period when the Company files its Form 10-Q with
the SEC.
As noted above, the Company is working diligently to
complete its Form 10-Q. The Company intends to file the Form 10-Q as soon as practicable to regain compliance with the Nasdaq Listing
Rule.
Item 8.01. Other Events.
On June 3, 2021, the Company issued a press release
announcing its receipt of the Notice. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
SIGNATURE
Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Bridgetown Holdings Limited
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By:
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/s/ Daniel Wong
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Name:
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Daniel Wong
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Title:
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Chief Executive Officer and Chief Financial Officer
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Dated: June 3, 2021
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