CUSIP No. G1355U 113

CUSIP No. G1355U 113

SCHEDULE 13D

This Schedule 13D is filed on behalf of Bridgetown LLC, a Caymans Islands exempted company (the “Sponsor”) and Li Tzar Kai, Richard (“Richard Li” and collectively with the Sponsor, the “Reporting Persons”).

Securities acquired: Class A ordinary shares, $0.0001 par value (“Class A Ordinary Shares”)

c/o 38/F Champion Tower

3 Garden Road, Central

Hong Kong

All disclosures herein with respect to any Reporting Person are made only by such Reporting Person. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after inquiry.

(b) The address of the principal business and principal office of each of the Reporting Persons is c/o 38/F Champion Tower, 3 Garden Road, Central, Hong Kong.

(c) The Sponsor is not an operating entity. It has served as sponsor of the Issuer prior to its IPO (as defined below) and holds securities of the Issuer. Richard Li currently serves as founder, chairman, and chief executive of Pacific Century Group. 

(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons has, during the last five years, been a party to civil proceeding of a judicial administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

(f) The Sponsor is a Cayman Islands exempted company. Mr. Li is a citizen of Canada.

The aggregate purchase price for the Ordinary Shares currently beneficially owned by the Reporting Persons was $50,025,000. The source of these funds was the working capital of the Sponsor and its affiliates.

In connection with the organization of the Issuer, on July 9, 2020, the Sponsor purchased 2,875,000 shares of Class B Ordinary Shares (the “Founder Shares”) for $25,000, pursuant to a Securities Subscription Agreement, dated July 9, 2020, between the Sponsor and the Issuer (the “Purchase Agreement”), as more fully described in Item 6 of this Schedule 13D, which information is incorporated herein by reference. In July 2020, the Issuer effected a share dividend of 1 share for each Ordinary Share in issue, resulting in the Sponsor holding an aggregate of 5,750,000 Founder Shares. In September 2020, the Issuer effected a share dividend of 1.5 shares for each Ordinary Share in issue, resulting in the Sponsor holding an aggregate of 14,375,000 Founder Shares and in October 2020, the Issuer effected a share dividend of 0.1 shares for each Ordinary Share in issue and the Sponsor transferred 2,654,363 Founder Shares to certain initial shareholders (after giving effect to the share dividend), resulting in the Sponsor holding an aggregate of 13,158,137 Founder Shares (up to 1,718,452 shares of which were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised). On October 29, 2020, in connection with the partial exercise of the underwriters’ over-allotment option, 781,250 Founder Shares were forfeited by the Sponsor, resulting in the Sponsor owning 12,376,887 Class B Ordinary Shares on such date.

The Class B Ordinary Shares are not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Class B Ordinary Shares will be automatically converted into Class A Ordinary Shares upon the consummation of a business combination by the Issuer. Although a business combination will not occur within 60 days of this filing, the Reporting Persons are filing this Schedule 13D to reflect that each of the Sponsor, FWD Life and FWD Fuji may be deemed to be under indirect common control by Mr. Li. Each of the Reporting Persons disclaims beneficial ownership of securities that are not deemed to be beneficially owned by them pursuant to Rule 13d-3 under the Exchange Act.

On October 20, 2020, simultaneously with the consummation of the Issuer’s initial public offering (“IPO”), the Sponsor purchased 6,000,000 warrants (the “Placement Warrants”) at a price of $1.50 per Placement Warrant, pursuant to a Private Placement Warrants Purchase Agreement, dated October 15, 2020, by and between the Issuer and the Sponsor (the “Subscription Agreement”), as more fully described in Item 6 of this Schedule 13D, which information is incorporated herein by reference. Each Placement Warrant is exercisable to purchase one share of Class A Ordinary Share, at an exercise price of $11.50 per whole share (as described more fully in the Issuer’s Final Prospectus dated October 15, 2020). On October 29, 2020, the Sponsor purchased an additional 449,936 Placement Warrants at a price of $1.50 per Private Placement Warrant in connection with the exercise of the underwriters’ over-allotment option.

On October 20, 2020, FWD Life and FWD Fuji purchased 3,000,000 units and 2,000,000 units, respectively, in the Issuer’s IPO for $10.00 per unit. Each unit consists of one Class A Ordinary Share, and one third of one redeemable warrant, each whole warrant exercisable to purchase one Class A Ordinary Share, at an exercise price of $11.50 per whole share (as described more fully in the Issuer’s Final Prospectus dated October 15, 2020).

The Ordinary Shares owned by the Reporting Persons have been acquired for investment purposes. The Reporting Persons may make further acquisitions of the Ordinary Shares from time to time and, subject to certain restrictions, may dispose of any or all of the Ordinary Shares held by the Reporting Persons at any time depending on an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment opportunities and other factors. However, certain of such shares are subject to certain lock-up restrictions as further described in Item 6 below.

Except for the foregoing, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) and (c) through (j) of Item 4 of Schedule 13D.

With respect to paragraph (b) of Item 4, the Issuer is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Under various agreements between the Issuer and certain Reporting Persons as further described in Item 6 below, the Sponsor has agreed (A) to vote its shares in favor of any proposed business combination; (B) not to redeem any shares in connection with a shareholder vote (or tender offer) to approve (or in connection with) (i) a proposed initial business combination or (ii) an amendment to certain provisions of the Issuer’s amended and restated memorandum and articles of association; and (C) not to redeem any Founder Shares in connection with the liquidation of the Trust Account (as defined below) if the Issuer fails to complete an initial business combination within 24 months from the completion of its IPO. The Reporting Persons may, at any time and from time to time, review or reconsider its position, change its purpose or formulate plans or proposals with respect to the Issuer.

(a)-(b) The aggregate number and percentage of Ordinary Shares beneficially owned by the Reporting Persons (on the basis of a total of 74,374,189 Ordinary Shares, including 59,499,351 shares of Class A Ordinary Shares and 14,874,838 shares of Class B Ordinary Shares, outstanding as of October 29, 2020, as reported by the Issuer’s Current Report on Form 8-K, filed by the Issuer with the SEC on October 29, 2020) are as follows:

Richard Li, by virtue of his indirect ownership of the sole member of the Sponsor, may be deemed to beneficially own Class B Ordinary Shares held by the Sponsor. In addition, by virtue of his indirect majority ownership of FWD Group Limited, an indirect majority parent of FWD Life and FWD Fuji, Mr. Li may be deemed to beneficially own Class B Ordinary Shares held by such entities.

(c) None of the Reporting Persons has effected any transactions of the Issuer’s Ordinary Shares during the 60 days preceding the date of this report, except as described in Item 6 of this Schedule 13D which information is incorporated herein by reference.

(d) Not applicable.

(e) Not applicable.

Founder Securities Purchase Agreement between the Issuer and Sponsor

In connection with the organization of the Issuer, on July 9, 2020, 2,875,000 Founder Shares were purchased by the Sponsor for the amount of $25,000, pursuant to the Purchase Agreement. The Purchase Agreement provided that up to 375,000 Founder Shares purchased by the Sponsor were subject to forfeiture to the extent that the underwriter of the IPO did not exercise its overallotment option in full. In July 2020, the Issuer effected a share dividend of 1 share for each Ordinary Share in issue, resulting in the Sponsor holding an aggregate of 5,750,000 Founder Shares. In September 2020, the Issuer effected a share dividend of 1.5 shares for each Ordinary Share in issue, resulting in the Sponsor holding an aggregate of 14,375,000 Founder Shares and in October 2020, the Issuer effected a share dividend of 0.1 shares for each Ordinary Share in issue and the Sponsor transferred 2,654,363 Founder Shares to certain initial shareholders (after giving effect to the share dividend), resulting in the Sponsor holding an aggregate of 13,158,137 Founder Shares (up to 1,718,452 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised). On October 29, 2020, in connection with the partial exercise of the underwriters’ over-allotment option, 781,250 Founder Shares were forfeited and the remaining Found Shares are no longer subject to forfeiture.

The description of the Securities Purchase Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed as Exhibit 10.5 to the Registration Statement on Form S-1 filed by the Issuer with the SEC on September 23, 2020 (and is incorporated by reference herein as Exhibit 10.1).

Private Placement Warrants Purchase Agreement between the Issuer and Sponsor

On October 20, 2020, simultaneously with the consummation of the IPO, the Sponsor purchased 6,000,000 Placement Warrants at a price of $1.50 per Placement Warrant pursuant to the Subscription Agreement. The Placement Warrants and the securities underlying such Placement Warrants are subject to a lock up provision in the Subscription Agreement, which provides that such securities shall not be transferable, saleable or assignable until 30 days after the consummation of the Issuer’s initial business combination, subject to certain limited exceptions as described in the Insider Letter. On October 29, 2020, the Sponsor purchased an additional 449,936 Placement Warrants at a price of $1.50 per Private Placement Warrant in connection with the exercise of the underwriters’ over-allotment option.

The description of the Subscription Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.4 to the Current Report on Form 8-K filed by the Issuer with the SEC on October 20, 2020 (and is incorporated by reference herein as Exhibit 10.2). 

Insider Letter

On October 15, 2020, in connection with the IPO, the Issuer and the Sponsor entered into a letter agreement (the “Insider Letter”). Pursuant to the Insider Letter, the Sponsor agreed (A) to vote its Founder Shares and any public shares in favor of any proposed business combination, (B) not to propose an amendment to the Issuer’s amended and restated memorandum and articles of association that would modify the substance or timing of the Issuer’s obligation to redeem the public shares if the Issuer does not consummate a business combination within 24 months from the completion of the initial public offering or any other provisions relating to stockholders’ rights or pre-initial business combination activity, unless the Issuer provides the holders of public shares with the opportunity to redeem such shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Issuer’s trust account set up in connection with the IPO (the “Trust Account”), (C) not to redeem any Founder Shares into the right to receive cash from the Trust Account in connection with a shareholder vote to approve the Issuer’s proposed initial business combination or a vote to amend the provisions of the Issuer’s amended and restated memorandum and articles of association relating to shareholders’ rights or pre-business combination activity and (D) that the Founder Shares shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. The Sponsor also agreed that in the event of the liquidation of the Trust Account of the Issuer (as defined in the Insider Letter), it will indemnify and hold harmless the Issuer against any and all loss, liability, claims, damage and expense whatsoever which the Issuer may become subject as a result of any claim by any vendor or other person who is owed money by the Issuer for services rendered or products sold to or contracted for the Issuer, or by any target business with which the Issuer has discussed entering into a transaction agreement, but only to the extent necessary to ensure that such loss, liability, claim, damage or expense does not reduce the amount of funds in the Trust Account; provided that such indemnity shall not apply if such vendor or prospective target business executes an agreement waiving any claims against the Trust Account.

The description of the Insider Letter is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.1 to the Form 8-K filed by the Issuer with the SEC on October 20, 2020 (and is incorporated by reference herein as Exhibit 10.3).  

Registration Rights Agreement

On October 15, 2020, in connection with the IPO, the Issuer and the Sponsor entered into a registration rights agreement, pursuant to which the Sponsor was granted certain demand and “piggyback” registration rights, which will be subject to customary conditions and limitations, including the right of the underwriters of an offering to limit the number of shares offered. The summary of such registration rights agreement contained herein is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.3 to the Form 8-K filed by the Issuer with the SEC on October 20, 2020 (and is incorporated by reference herein as Exhibit 10.4).

Registration Rights of FWD Entities

On October 20, 2020, FWD Life and FWD Fuji purchased 3,000,000 units and 2,000,000 units in the Issuer’s IPO, respectively, for $10.00 per unit. Each unit consists of one Class A Ordinary Share, and one third of one warrant, each whole warrant exercisable to purchase one Class A Ordinary Share, at an exercise price of $11.50 per whole share (as described more fully in the Issuer’s Final Prospectus dated October 15, 2020). The Issuer will file a registration statement following the IPO to register the resale of the units (including the Class A Ordinary Shares and warrants included in the units) purchased by FWD in this offering. FWD will not be subject to any lock-up period with respect to any units it purchased. We will bear the expenses incurred in connection with the filing of any such registration statements.

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.

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