UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
MoneyHero Limited
(Name of Issuer)
Class A ordinary shares, par value of $0.0001 per share
(Title of Class of Securities)
G6202B 101
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. G6202B 101 | 13G | Page 1 of 6 Pages |
| 1 |
Name of Reporting Person
Bridgetown LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
20,156,613(1) | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
20,156,613(1) | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
20,156,613(1) | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row (9)
39.8%(2) | |||||
| 12 | Type of Reporting Person
OO | |||||
| (1) | Reflects (i) 451,839 Class A ordinary shares (“Class A Ordinary Shares”), (ii) 12,659,892 Class A Ordinary Shares issuable upon the conversion of the same number of Class B ordinary shares (“Class B Ordinary Shares”), (iii) 6,449,936 Class A Ordinary Shares issuable upon the exercise of warrants to purchase Class A Ordinary Shares (“Warrants”) and (iv) 594,946 Class B Ordinary Shares held by Steven Teichman, which Bridgetown LLC (“Bridgetown”) may acquire from time to time at its discretion (“the Option”). |
| (2) | Calculated based on 25,280,667 issued and outstanding Class A Ordinary Shares, as disclosed in the Issuer’s Form F-1 filed with the SEC on October 27, 2023, as amended, and as increased by the 25,345,832 Class A Ordinary Shares issuable upon the conversion of the Class B Ordinary Shares and preference shares (“Preference Shares”) and the exercise of the Warrants beneficially owned by Bridgetown, Enterprise Innovation Holdings Limited (“EIHL”) and Li Tzar Kai, Richard (“Mr. Li”) (collectively, the “Reporting Persons”). |
| CUSIP No. G6202B 101 | 13G | Page 2 of 6 Pages |
| 1 |
Name of Reporting Person
Enterprise Innovation Holdings Limited | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
12,138,473(1) | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
12,138,473(1) | |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
12,138,473(1) | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row (9)
24.0%(2) | |||||
| 12 | Type of Reporting Person
OO | |||||
| (1) | Reflects (i) 7,212,571 Class A Ordinary Shares, (ii) 1,692,419 Class A Ordinary Shares issuable upon the conversion of Preference Shares and (iii) 3,233,483 Class A Ordinary Shares issuable upon the exercise of Warrants. |
| (2) | Calculated based on 25,280,667 issued and outstanding Class A Ordinary Shares, as disclosed in the Issuer’s Form F-1 filed with the SEC on October 27, 2023, as amended, and as increased by the 25,345,832 Class A Ordinary Shares issuable upon the conversion of the Class B Ordinary Shares and Preference Shares and the exercise of the Warrants beneficially owned by the Reporting Persons. |
| CUSIP No. G6202B 101 | 13G | Page 3 of 6 Pages |
| 1 |
Name of Reporting Person
Li Tzar Kai, Richard | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Canada | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power
1,035,998(1) | ||||
| 6 | Shared Voting Power
32,295,086(2) | |||||
| 7 | Sole Dispositive Power
1,035,998(1) | |||||
| 8 | Shared Dispositive Power
32,295,086(2) | |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
33,331,084 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row (9)
65.8%(3) | |||||
| 12 | Type of Reporting Person
IN | |||||
| (1) | Includes (i) 320,842 Class A Ordinary Shares held by E Capital (Select) Limited (“E Capital”) and (ii) 715,156 Class A Ordinary Shares issuable upon the conversion of Preference Shares held by E Capital. |
| (2) | Reflects 7,664,410 Class A Ordinary Shares, (ii) 13,254,838 Class A Ordinary Shares issuable upon the conversion of Class B Ordinary Shares (inclusive of 594,946 acquirable upon exercise of the Option), (iii) Warrants to acquire 9,683,419 Class A Shares, and (iv) 1,692,419 Class A Ordinary Shares issuable upon the conversion of Preference Shares. |
| (3) | Calculated based on 25,280,667 issued and outstanding Class A Ordinary Shares, as disclosed in the Issuer’s Form F-1 filed with the SEC on October 27, 2023, as amended, and as increased by 25,345,832 Class A Ordinary Shares issuable upon the conversion of the Class B Ordinary Shares and Preference Shares and the exercise of the Warrants beneficially owned by the Reporting Persons. |
| CUSIP No. G6202B 101 | 13G | Page 4 of 6 Pages |
| Item 1(a). | Name of Issuer: |
MoneyHero Limited.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
70 Shenton Way
#18-15, EON Shenton, S079118
Singapore.
| Item 2(a). | Name of Person Filing: |
(i) Bridgetown LLC;
(ii) Enterprise Innovation Holdings Limited; and
(iii) Li Tzar Kai, Richard.
| Item 2(b). | Address of Principal Business Office, or, if none, Residence: |
The address of the principal business and principal office of each of Bridgetown and Mr. Li is c/o 38/F Champion Tower, 3 Garden Road, Central, Hong Kong. The address of the principal business and principal office of Enterprise Innovation Holdings Limited is P.O. Box 31119, Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205, Cayman Islands.
| Item 2(c). | Citizenship: |
Bridgetown is a Cayman Islands limited liability company. EIHL is a Cayman Islands exempted company. Mr. Li is a citizen of Canada.
| Item 2(d). | Title of Class of Securities: |
Class A ordinary shares, par value $0.0001 per share, of the Issuer.
| Item 2(e). | CUSIP Number: |
G6202B 101
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d -2(b) or (c), check whether the persons filing is a: |
Not applicable.
| Item 4. | Ownership: |
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page and is incorporated herein by reference.
Bridgetown directly holds (i) 451,839 Class A Ordinary Shares, (ii) 12,659,892 Class B and Ordinary Shares convertible one-for-one into Class A Ordinary Shares and (iii) Warrants to acquire 6,449,936 Class A Ordinary Shares and has a right to acquire, in its discretion, 594,946 Class B Ordinary Shares held by Steven Teichman. Four managers of Bridgetown collectively have voting and investment power over such securities held and acquirable by Bridgetown.
| CUSIP No. G6202B 101 | 13G | Page 5 of 6 Pages |
EIHL directly holds (i) 7,212,571 Class A Ordinary Shares, (ii) 1,692,419 Preference Shares convertible one-for-one into Class A Ordinary Shares and (iii) Warrants to acquire 3,233,483 Class A Ordinary Shares issuable upon the exercise of Warrants. The board of directors of EIHL has voting and investment power over such securities held by EIHL.
E Capital directly holds (i) 320,842 Class A Ordinary Shares and (ii) 715,156 Preference Shares convertible one-for-one into Class A Ordinary Shares. The board of directors of E Capital has voting and investment power over such shares held by E Capital.
Mr. Li. is the ultimate beneficial owner of Bridgetown and may therefore be deemed to beneficially own the reported Issuer securities directly held or acquirable by Bridgetown. Mr. Li also has indirect majority ownership of the FWD group, of which EIHL is a member, and may therefore be deemed to beneficially own the reported Issuer securities directly held by EIHL. In addition, Mr. Li is the indirect owner of E Capital and may therefore be deemed to beneficially own the Issuer securities directly held by E Capital.
Mr. Li disclaims beneficial ownership of the reported securities and the filing of this statement shall not be construed as an admission that Mr. Li is the beneficial owner of any securities covered by this statement.
| Item 5. | Ownership of Five Percent or Less of a Class: |
Not applicable
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
Not applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: |
Not applicable
| Item 8. | Identification and Classification of Members of the Group: |
Not applicable
| Item 9. | Notice of Dissolution of Group: |
Not applicable
| Item 10. | Certifications: |
Not applicable
LIST OF EXHIBITS
Exhibit 99.1 - Joint Filing Agreement
| CUSIP No. G6202B 101 | 13G | Page 6 of 6 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 9, 2024
| BRIDGETOWN LLC | ||
| By: | /s/ Hei Wa Jacqueline Thong | |
| Name: | Hei Wa Jacqueline Thong | |
| Title: | Manager | |
| ENTERPRISE INNOVATION HOLDINGS LIMITED | ||
| By: | /s/ Andreas Hoffmann | |
| Name: | Andreas Hoffmann | |
| Title: | Authorized Person | |
| Li Tzar Kai, Richard | ||
| By: | /s/ Li Tzar Kai, Richard | |
| Li Tzar Kai, Richard | ||
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, par value of $0.0001 per share, of MoneyHero Limited, a Cayman Islands company, and that this agreement may be included as an exhibit to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 9, 2024.
| BRIDGETOWN LLC | ||
| By: | /s/ Hei Wa Jacqueline Thong | |
| Name: | Hei Wa Jacqueline Thong | |
| Title: | Manager | |
| ENTERPRISE INNOVATION HOLDINGS LIMITED | ||
| By: | /s/ Andreas Hoffmann | |
| Name: | Andreas Hoffmann | |
| Title: | Authorized Person | |
| Li Tzar Kai, Richard | ||
| By: | /s/ Li Tzar Kai, Richard | |
| Li Tzar Kai, Richard | ||