Form F-4

F-4 1 d125138df4.htm FORM F-4 Form F-4

As filed with the Securities and Exchange Commission on December 7, 2021.

Registration No.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PropertyGuru Group Limited

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands

7389

Not Applicable

(State or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Code Number)

Paya Lebar Quarter 1

Paya Lebar Link

#12-01/04

Singapore 408533

+65 6238 5971

(I.R.S. Employer

Identification Number)

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

+1 (302) 738-6680

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Sharon Lau, Esq.

Noah D. Carr, Esq.

Latham & Watkins LLP

9 Raffles Place

#42-02 Republic Plaza

Singapore 048619

+65 6536 1161

Jonathan B. Stone, Esq.

Rajeev P. Duggal, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

c/o 42/F, Edinburgh Tower, The Landmark

15 Queen’s Road Central

Hong Kong

+852 3740-4700

Gregg A. Noel, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

c/o 525 University Avenue

Palo Alto, California 94301-1908

United States

+1 650-470-4500

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration for the share offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

CALCULATION OF REGISTRATION FEE



Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit⁽²⁾	Proposed maximum aggregate offering price⁽²⁾	Amount of registration fee⁽³⁾
PubCo Ordinary Shares⁽¹⁾	57,147,453	$9.95	$568,902,894.62	$52,737.30

(1)

Consists of the following ordinary shares, par value $0.0001 per share (“PubCo Ordinary Shares”), of the registrant (“PubCo”) to be issued upon completion of the business combination described in the proxy statement/prospectus contained herein (the “Business Combination”): (a) 29,900,000 PubCo Ordinary Shares to be issued to holders of Class A ordinary shares of Bridgetown 2 Holdings Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Bridgetown 2”), (b) 7,475,000 PubCo Ordinary Shares to be issued to holders of Class B ordinary shares of Bridgetown 2, (c) 12,760,347 PubCo Ordinary Shares to be issued to existing shareholders of PropertyGuru Pte. Ltd., a Singapore private company limited by shares (“PropertyGuru”) and (d) 7,012,106 PropertyGuru shares reserved for issuance upon the exercise of PropertyGuru options (including unvested options) and restricted stock units outstanding as of December 7, 2021 and that may be issued after such date multiplied by the exchange ratio of 36.10189.

(2)

Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of Bridgetown 2’s Class A ordinary shares as reported on Nasdaq on November 30, 2021. This calculation is in accordance with Rules 457(c) and 457(f)(1) promulgated under the Securities Act.

(3)	Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0000927.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY - SUBJECT TO COMPLETION, DATED DECEMBER 7, 2021

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF

Bridgetown 2 Holdings Limited

and

PROSPECTUS FOR UP TO 57,147,453 ORDINARY SHARES

LOGO

The board of directors of Bridgetown 2 Holdings Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Bridgetown 2”), has unanimously approved the Business Combination Agreement, dated July 23, 2021 (as may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), by and among PropertyGuru Group Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“PubCo”), Bridgetown 2, B2 PubCo Amalgamation Sub Pte. Ltd., a Singapore private limited company and a direct wholly-owned subsidiary of PubCo (“Amalgamation Sub”) and PropertyGuru Pte. Ltd., a Singapore private company limited by shares (“PropertyGuru”), pursuant to which Bridgetown 2 is proposing to enter into a business combination with PropertyGuru involving a merger and an amalgamation, upon the consummation of which, PropertyGuru would become a wholly-owned subsidiary of PubCo, and the shareholders of Bridgetown 2 and PropertyGuru would receive shares, par value $0.0001 per share, of PubCo (“PubCo Ordinary Shares”) as consideration.

Pursuant to the Business Combination Agreement, upon the consummation of the Business Combination (as defined herein): (i) each Bridgetown 2 Class A ordinary share, par value $0.0001 per share (“Bridgetown 2 Class A Ordinary Share”) issued and outstanding immediately prior to the effective time of the Merger (as defined herein) shall be canceled in exchange for the right to receive one PubCo Ordinary Share, (ii) each Bridgetown 2 Class B ordinary share, par value $0.0001 per share (“Bridgetown 2 Class B Ordinary Shares” and collectively with the Bridgetown 2 Class A Ordinary Shares, the “Bridgetown 2 Shares”) issued and outstanding immediately prior to the effective time of the Merger shall be canceled in exchange for the right to receive one PubCo Ordinary Share and (iii) each Bridgetown 2 warrant (“Bridgetown 2 Warrant”) outstanding immediately prior to the effective time of the Merger shall cease to be a warrant with respect to Bridgetown 2 Shares and be assumed by PubCo and converted into a warrant of PubCo to purchase one PubCo Ordinary Share, subject to substantially the same terms and conditions prior to the effective time of the Merger.

In addition, pursuant to the Business Combination Agreement, upon the consummation of the Business Combination (i) each of the outstanding shares of PropertyGuru (“ PropertyGuru Shares”) shall be canceled in exchange for the right to receive such fraction of a newly issued PubCo Ordinary Share that is equal to the quotient obtained by dividing $361.01890 (the “Price per Share”) by $10.00 (the “Exchange Ratio”), (ii) each outstanding PropertyGuru Restricted Stock Unit Award (as defined below) shall be assumed by PubCo and converted into the right to receive restricted stock units of PubCo in respect of such number of newly issued PubCo Ordinary Shares equal to (x) the number of PropertyGuru Shares subject to the PropertyGuru Restricted Stock award immediately before the Amalgamation Effective Time (as defined herein) multiplied by (y) the Exchange Ratio (such product rounded down to the nearest whole number), (iii) each outstanding PropertyGuru Option (as defined below) shall be assumed by PubCo and converted into an option of PubCo in respect of such number of newly issued PubCo Ordinary Shares equal to (x) the number of PropertyGuru Shares subject to such PropertyGuru Option immediately prior to the Amalgamation Effective Time multiplied by (y) the Exchange Ratio (such product rounded down to the nearest whole number), (iv) each PropertyGuru Warrant (as defined below) shall be assumed by PubCo and converted into a PubCo Warrant exercisable for that number of PubCo Ordinary Shares equal to (x) the number of PropertyGuru Shares subject to such PropertyGuru Warrant immediately prior to the Amalgamation Effective Time multiplied by (y) the Exchange Ratio (such product rounded down to the nearest whole number) at an exercise price equal to (a) the exercise price of such PropertyGuru Warrant divided by (b) the Exchange Ratio and multiplied by (c) the exchange rate of S$1.3675 to US$1.00 on July 21, 2021.

For details on the transactions involved in the Business Combination, see “Questions and Answers about the Proposals—What is expected to happen in the Business Combination?”

Bridgetown 2 shareholders are being asked to consider a vote upon the Business Combination and certain proposals related thereto as described in this proxy statement/prospectus. As a result of, and upon consummation of, the Business Combination, PropertyGuru shall become a wholly-owned subsidiary of PubCo, and PubCo shall become a new public company owned by the prior holders of Bridgetown 2 Shares, the prior holders of Bridgetown 2 Warrants, the prior holders of the PropertyGuru Shares, the prior holders of options to purchase PropertyGuru Shares under a PropertyGuru incentive plan (“PropertyGuru Options”), the prior holders of an award of restricted stock units based on PropertyGuru Shares (whether to be settled in cash or shares), granted under a PropertyGuru incentive plan (“PropertyGuru Restricted Stock Unit Awards”), the 112,000 warrants to purchase PropertyGuru Shares issued to Epsilon Asia Holdings II Pte. Ltd. (the “KKR Investor”) in accordance with the PropertyGuru Warrant Instrument (as defined below) (“PropertyGuru Warrants”) and certain third-party investors (the “PIPE Investors”). PubCo has applied for listing, to be effective upon the consummation of the Business Combination, of its ordinary shares, par value $0.0001 per share (“PubCo Ordinary Shares”) on the New York Stock Exchange (“NYSE”) under the symbol “PGRU”.

Substantially concurrently with the execution and delivery of the Business Combination Agreement, (i) PubCo, Bridgetown 2 and the PIPE Investors entered into share subscription agreements (“PIPE Subscription Agreements”) pursuant to which the PIPE Investors committed to subscribe for and purchase, in the aggregate, 13,193,068 PubCo Ordinary Shares for $10 per share for an aggregate purchase price equal to $131,930,680, which includes REA’s $20.0 million subscription in the PIPE Investment and an additional $31.9 million equity investment in PubCo by REA relating to REA’s existing call option to acquire additional shares in PropertyGuru.

The Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. Upon the consummation of the Business Combination, PubCo shall adopt the amended and restated memorandum and articles of association (the “Amended PubCo Articles”) in the form attached to this proxy statement/prospectus as Annex B.

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus shall be presented at the Extraordinary General Meeting of shareholders of Bridgetown 2 scheduled to be held on , 2021.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Extraordinary General Meeting of Bridgetown 2 shareholders. We encourage you to carefully read this entire document. You should, in particular, carefully consider the risk factors described in “Risk Factors” beginning on page 51 of this proxy statement/prospectus.

The board of directors of Bridgetown 2 has unanimously approved and adopted the Business Combination Agreement and unanimously recommends that the Bridgetown 2 shareholders vote FOR all of the proposals presented to the shareholders. When you consider the board of directors’ recommendation of these proposals, you should keep in mind that certain of Bridgetown 2’s directors and officers have interests in the Business Combination. See the section entitled “The Business Combination Proposal—Interests of Bridgetown 2’s Directors and Officers in the Business Combination.”

This proxy statement/prospectus is dated , 2021 and is first being mailed to Bridgetown 2 shareholders on or about , 2021.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

ADDITIONAL INFORMATION

No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/ prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by PubCo, Bridgetown 2 or PropertyGuru. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/prospectus nor any distribution of securities made under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of PubCo, Bridgetown 2 or PropertyGuru since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.

BRIDGETOWN 2 HOLDINGS LIMITED

c/o 38/F Champion Tower

3 Garden Road, Central

Hong Kong

Dear Bridgetown 2 Holdings Limited Shareholders:

You are cordially invited to attend the extraordinary general meeting (the “Extraordinary General Meeting”) of Bridgetown 2 Holdings Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Bridgetown 2”), at AM time, on , 2021 at and virtually at , and on such other date and at such other place to which the meeting may be adjourned. While as a matter of Cayman Islands law we are required to have a physical location for the meeting, we are pleased to utilize virtual shareholder meeting technology to (i) provide ready access and cost savings for Bridgetown 2 shareholders and Bridgetown 2, and (ii) to promote social distancing pursuant to guidance provided by the CDC due to COVID-19. The virtual meeting format allows attendance from any location in the world.

The Extraordinary General Meeting shall be held for the following purpose:

to consider and vote upon a proposal, which is referred to herein as the “Business Combination Proposal,” to approve the business combination and other transactions (and related transaction documents) contemplated by the Business Combination Agreement, dated July 23, 2021 (as it may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), by and among PropertyGuru Group Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“PubCo”), Bridgetown 2, B2 PubCo Amalgamation Sub Pte. Ltd., a Singapore private limited company and a direct wholly-owned subsidiary of PubCo (“Amalgamation Sub”) and PropertyGuru Pte. Ltd., a Singapore private company limited by shares (“PropertyGuru”). The Business Combination Agreement is attached to this proxy statement/prospectus as Annex A;

to consider and vote upon a proposal to approve, by special resolution, assuming the Business Combination Proposal is approved and adopted, the Business Combination Agreement, the Merger and certain matters relating to the Merger (the “Merger Proposal”);

to consider and vote upon four separate proposals to approve, by special resolutions, assuming the Business Combination Proposal is approved and adopted, material differences between Bridgetown 2’s memorandum and articles of association which are in effect immediately prior to the Merger, and the amended and restated memorandum and articles of association of PubCo (as the surviving company in the Merger) upon completion of the Merger (collectively, such four separate proposals are referred to herein as the “Governing Documents Proposal”) specifically:

(a)

the effective change in authorized share capital from the authorized capital of Bridgetown 2 (prior to the Merger) to the authorized capital of PubCo (as the surviving company in the Merger);

(b)

the effective change from multi-class share structure of Bridgetown 2 (prior to the Merger), comprising Bridgetown 2 Class A Ordinary Shares, Bridgetown 2 Class B Ordinary Shares and Bridgetown 2 preference shares, to a single-class share structure of PubCo (as the surviving company in the Merger), comprising solely PubCo Ordinary Shares;

(c)

the effective change from the holders of Bridgetown 2 Class B Ordinary Shares having the power to appoint or remove any director of Bridgetown 2 (prior to the Merger) by ordinary resolution, to the holders of PubCo Ordinary Shares having the power to appoint or remove the non-Investor Directors (as defined in the Amended PubCo Articles) of PubCo (as the surviving company in the Merger) by ordinary resolution; and

(d)

all other changes arising from or in connection with the effective substitution of Bridgetown 2’s memorandum and articles of association in effect prior to the Merger, with the Amended PubCo Articles (as the surviving company in the Merger), including the removal of certain provisions relating to Bridgetown 2’s status as a blank check company that will not be applicable following consummation of the Business Combination; and

to consider and approve, if presented, a proposal to adjourn the Extraordinary General Meeting to a later date or dates (the “Adjournment Proposal”).

Each of the Business Combination Proposal, the Merger Proposal and the Governing Documents Proposal is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

As further described in the accompanying proxy statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, the following transactions will occur:

(i) Bridgetown 2 shall merge with and into PubCo, with PubCo being the surviving company (the “Merger”) and (ii) following the Merger, Amalgamation Sub shall amalgamate with and into PropertyGuru, with PropertyGuru being the surviving company and a wholly-owned subsidiary of PubCo (the “Amalgamation”, and together with the Merger and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”); and

(i) each (a) Bridgetown 2 Class A Ordinary Shares issued and outstanding immediately prior to the effective time of the Merger shall be canceled in exchange for the right to receive one PubCo Ordinary Share, and (b) Bridgetown 2 Class B ordinary share, par value $0.0001 per share (“Bridgetown 2 Class B Ordinary Shares” and collectively with the Bridgetown 2 Class A Ordinary Shares, the “Bridgetown 2 Shares”) issued and outstanding immediately prior to the effective time of the Merger shall be canceled in exchange for the right to receive one PubCo Ordinary Share and (ii) each Bridgetown 2 Warrant outstanding immediately prior to the effective time of the Merger shall cease to be a warrant with respect to Bridgetown 2 Shares and be assumed by PubCo and converted into a warrant of PubCo to purchase one PubCo Ordinary Share, subject to substantially the same terms and conditions prior to the effective time of the Merger.

Substantially concurrently with the execution and delivery of the Business Combination Agreement, (i) PubCo, Bridgetown 2 and certain third-party investors (the “PIPE Investors”) entered into share subscription agreements (“PIPE Subscription Agreements”) pursuant to which the PIPE Investors have committed to subscribe for and purchase, in the aggregate, 13,193,068 PubCo Ordinary Shares for $10 per share for an aggregate purchase price equal to $131,930,680 (the “PIPE Investment” or the “PIPE financing”), which includes REA’s $20.0 million subscription in the PIPE Investment and an additional $31.9 million equity investment in PubCo by REA relating to REA’s existing call option to acquire additional shares in PropertyGuru.

Under the Business Combination Agreement, the approval of the Business Combination Proposal, the Merger Proposal and the Governing Documents Proposal by the requisite vote of Bridgetown 2 shareholders is a condition to the consummation of the Business Combination. Each of the Business Combination Proposal, the Merger Proposal and the Governing Documents Proposal is cross-conditioned on the approval of each other. If any one of these proposals is not approved by Bridgetown 2 shareholders, the Business Combination shall not be consummated.

The Adjournment Proposal, if adopted, shall allow the Chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates, if necessary. In no event shall Bridgetown 2 solicit proxies to adjourn the Extraordinary General Meeting or consummate the Business Combination and related transactions beyond the date by which it may properly do so under Bridgetown 2’s amended and restated memorandum and articles of association (the “Existing Bridgetown 2 Articles”) and the Companies Act (As Revised) of the Cayman Islands (the “Cayman Islands Companies Act”). The purpose of the Adjournment Proposal is to provide more time to meet the requirements that are necessary to consummate the Business Combination and related transactions. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.

In connection with the Business Combination, certain related agreements have been entered into prior to the closing of the Business Combination, including the PIPE Subscription Agreements, PropertyGuru Shareholder Support Agreement, Sponsor Support Agreement, Registration Rights Agreement, Amended and Restated Assignment, Assumption and Amendment Agreement, and Novation, Assumption and Amendment Agreement (each as defined in the accompanying proxy statement/prospectus). See “Business Combination Proposal—Related Agreements” in the accompanying proxy statement/prospectus for more information.

Pursuant to the Existing Bridgetown 2 Articles, a holder of Bridgetown 2’s public shares (a “public Bridgetown 2 shareholder”) may request that Bridgetown 2 redeem all or a portion of such public shares for cash in connection with the completion of the Business Combination. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. Public Bridgetown 2 shareholders may elect to redeem their public shares even if they vote “for” the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public Bridgetown 2 shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its share certificates (if any) and other redemption forms (as applicable) to Continental, Bridgetown 2 will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the amount on deposit in the trust account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account and not previously released to Bridgetown 2. For illustrative purposes, as of September 1, 2021, this would have amounted to approximately $10.00 per issued and outstanding share. If a public Bridgetown 2 shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. See “Extraordinary General Meeting of Bridgetown 2 Shareholders—Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public Bridgetown 2 shareholder, together with any affiliate of such public Bridgetown 2 shareholder or any other person with whom such public Bridgetown 2 shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public Bridgetown 2 shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed.

The Sponsor, each Bridgetown 2 director and certain other advisors of Bridgetown 2 to whom the Sponsor has transferred Bridgetown 2 shares have agreed to, among other things, vote all of their Bridgetown 2 Shares in favor of the proposals being presented at the Extraordinary General Meeting and waive their redemption rights with respect to their Bridgetown 2 Shares in connection with the consummation of the Business Combination. As of the date of this proxy statement/prospectus, the Sponsor owns approximately 16.6% of the issued and outstanding Bridgetown 2 Shares and the Bridgetown 2 directors and certain other advisors and affiliates to whom the Sponsor has transferred Bridgetown 2 Shares own approximately 3.4% of the issued and outstanding Bridgetown 2 Shares. The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such closing condition. In addition, in no event will Bridgetown 2 redeem public shares in an amount that would cause Bridgetown 2’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement.

Bridgetown 2 is providing the accompanying proxy statement/prospectus and accompanying proxy card to Bridgetown 2 shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournments of the Extraordinary General Meeting. Information about the Extraordinary General Meeting, the Business Combination and other related business to be considered by Bridgetown 2 shareholders at the Extraordinary General Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Extraordinary General Meeting, all of Bridgetown 2 shareholders

should read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 49 of the accompanying proxy statement/prospectus.

After careful consideration, Bridgetown 2’s board of directors has unanimously approved the Business Combination and determined that the Business Combination Proposal, the Merger Proposal, the Governing Documents Proposal and the Adjournment Proposal are advisable and fair to and in the best interest of Bridgetown 2 and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, “FOR” the Governing Documents Proposal and “FOR” the Adjournment Proposal, if presented. When you consider the board of directors’ recommendation of these proposals, you should keep in mind that our directors and our officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination Proposal—Interests of Bridgetown 2’s Directors and Officers in the Business Combination.” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

The approval of the Business Combination Proposal will require an ordinary resolution as defined in Bridgetown 2’s amended and restated memorandum and articles of association, which means a resolution passed by a simple majority of the votes cast by those shareholders of Bridgetown 2 who, being entitled to do so, attend, in person or by proxy, and vote thereupon at the Extraordinary General Meeting. The approval of the Merger Proposal will require a special resolution, being a resolution which is passed by a majority of at least two-thirds of the votes cast by those shareholders of Bridgetown 2 who, being entitled to do so, attend, in person or by proxy, and vote thereupon at the Extraordinary General Meeting. The approval of the Governing Documents Proposal will require a special resolution, being a resolution which is passed by a majority of at least two-thirds of the votes cast by those shareholders of Bridgetown 2 who, being entitled to do so, attend, in person or by proxy, and vote thereupon at the Extraordinary General Meeting. The approval of the Adjournment Proposal if presented will require the consent of the meeting, which means a simple majority of the votes which are cast by those shareholders of Bridgetown 2 who are present, in person or by proxy, and vote thereupon at the Extraordinary General Meeting. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting.

Your vote is important regardless of the number of shares you own. Whether or not you plan to attend the Extraordinary General Meeting, please sign, date, vote and return the enclosed proxy card as soon as possible in the envelope provided to make sure that your shares are represented at the Extraordinary General Meeting. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker or bank to ensure that votes related to the shares you beneficially own are properly counted. The Business Combination will be consummated only if the Business Combination Proposal, the Merger Proposal and the Governing Documents Proposal are approved at the Extraordinary General Meeting. Each of the Business Combination Proposal, the Merger Proposal and the Governing Documents Proposal is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES SHALL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BROKER, BANK OR OTHER NOMINEE TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING OF BRIDGETOWN 2 SHAREHOLDERS—REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

On behalf of Bridgetown 2’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

Sincerely,

Matt Danzeisen

Chairman of the Board of Directors

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated , 2021, and is first being mailed to shareholders on or about , 2021.

BRIDGETOWN 2 HOLDINGS LIMITED

NOTICE OF EXTRAORDINARY GENERAL MEETING

TO BE HELD ON , 2021

TO THE SHAREHOLDERS OF BRIDGETOWN 2 HOLDINGS LIMITED:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) of Bridgetown 2 Holdings Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Bridgetown 2”), shall be held at AM time, on , 2021 at and virtually at . You are cordially invited to attend the Extraordinary General Meeting, to conduct the following items of business and/or consider, and if thought fit, approve the following resolutions:

Proposal

No. 1—the Business Combination Proposal—RESOLVED, as an ordinary resolution, that the business combination contemplated by the Business Combination Agreement, dated as of July 23, 2021 (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among PropertyGuru Group Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“PubCo”), Bridgetown 2, B2 PubCo Amalgamation Sub Pte. Ltd., a Singapore private company limited by shares and a direct wholly-owned subsidiary of PubCo (“Amalgamation Sub”) and PropertyGuru Pte. Ltd., a Singapore private company limited by shares (“PropertyGuru”) pursuant to which: (i) Bridgetown 2 shall merge with and into PubCo, with PubCo being the surviving company (the “Merger”) and (ii) following the Merger, Amalgamation Sub shall amalgamate with PropertyGuru, with PropertyGuru being the surviving company and a wholly-owned subsidiary of PubCo (the “Amalgamation”) and the other transactions contemplated by the Business Combination Agreement (the business combination, the Merger, the Amalgamation, and the other transactions (and related transaction documents) contemplated by the Business Combination Agreement, the “Business Combination”) be confirmed, ratified and approved in all respects;

Proposal

No. 2—the Merger Proposal—RESOLVED, as a special resolution, that Bridgetown 2 be and is hereby authorized to merge with and into PubCo so that PubCo be the surviving company and all the undertaking, property and liabilities of Bridgetown 2 vest in PubCo by virtue of such merger pursuant to the Companies Act (As Revised) of the Cayman Islands;

RESOLVED, as a special resolution, that the Business Combination Agreement and the plan of merger in the form annexed as Exhibit A to the Business Combination Agreement (the “Plan of Merger”) be and are hereby authorized, approved and confirmed in all respects;

RESOLVED, as a special resolution, that Bridgetown 2 be and is hereby authorized to enter into the Business Combination Agreement and the Plan of Merger; and

RESOLVED, as a special resolution, that upon the Merger Effective Time (as defined in the Plan of Merger), the amendment and restatement of the memorandum and articles of association of PubCo by their deletion in their entirety and the substitution in their place of the amended and restated memorandum and articles of association in the form attached to this proxy statement/prospectus as Annex B (“Amended PubCo Articles”), and the adoption of the Amended PubCo Articles as the memorandum and articles of association of PubCo as the surviving company in the Merger, be approved and authorized;

Proposal

No. 3—the Governing Documents Proposal—

(A) Proposal No. 3—the Governing Documents Proposal—Proposal A—RESOLVED, as a special resolution, that upon the Merger Effective Time (as defined in the Plan of Merger), the effective change in authorized share capital from (i) the authorized share capital of Bridgetown 2 immediately prior to the Merger Effective Time (as defined in the Plan of Merger) of $22,100 divided into 200,000,000 Bridgetown 2 Class A Ordinary Shares of a par value of $0.0001 each, 20,000,000 Bridgetown 2 Class B Ordinary Shares of a par value of $0.0001 each and 1,000,000 preference shares of a par value of $0.0001 each to, (ii) the authorized share capital of PubCo (as the surviving company in the Merger) of $50,000 divided into 500,000,000 PubCo Ordinary Shares of a par value of $0.0001 each, be approved and authorized;

(B) Proposal No. 3—the Governing Documents Proposal—Proposal B—RESOLVED, as a special resolution, that upon the Merger Effective Time (as defined in the Plan of Merger) the effective change from (i) a multi-class share structure of Bridgetown 2 immediately prior to the Merger Effective Time (as defined in the Plan of Merger), comprising Bridgetown 2 Class A Ordinary Shares, Bridgetown 2 Class B Ordinary Shares and Bridgetown 2 preference shares, to (ii) a single-class share structure of PubCo (as the surviving company in the Merger), comprising solely PubCo Ordinary Shares, be approved and authorized;

(C) Proposal No. 3—the Governing Documents Proposal—Proposal C—RESOLVED, as a special resolution, that upon the Merger Effective Time (as defined in the Plan of Merger) the effective change from (i) the holders of Bridgetown 2 Class B Ordinary Shares having the power to appoint or remove any director of Bridgetown 2 by ordinary resolution under the terms of the memorandum and articles of association of Bridgetown 2 in effect immediately prior to the Merger Effective Time (as defined in the Plan of Merger), to (ii) the holders of PubCo Ordinary Shares having the power to appoint or remove the non-Investor Directors of PubCo (as the surviving company in the Merger) by ordinary resolution under the terms of the Amended PubCo Articles, be approved and authorized; and

(D) Proposal No. 3—the Governing Documents Proposal—Proposal D—RESOLVED, as a special resolution, that upon the Merger Effective Time (as defined in the Plan of Merger) all other changes arising from or in connection with the effective substitution of Bridgetown 2’s memorandum and articles in effect immediately prior to the Merger Effective Time (as defined in the Plan of Merger) by the Amended PubCo Articles as the amended and restated memorandum and articles of association of PubCo (as the surviving company in the Merger), including removing certain provisions relating to Bridgetown 2’s status as a blank check company that will not be applicable following consummation of the Business Combination, be approved and authorized.

Proposal

No. 4—the Adjournment Proposal—RESOLVED, as an ordinary resolution, that the adjournment of the Extraordinary General Meeting to a later date or dates to be determined by the chairman of the Extraordinary General Meeting, is hereby approved in all respects.

Under the Business Combination Agreement, the approval of the Business Combination Proposal, the Merger Proposal and the Governing Documents Proposal by the requisite vote of Bridgetown 2 shareholders (“Bridgetown 2 shareholders”) is a condition to the consummation of the Business Combination. If any one of these proposals is not approved by Bridgetown 2 shareholders, the Business Combination shall not be consummated. Each of the Business Combination Proposal, the Merger Proposal and the Governing Documents proposal is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

These items of business are described in the attached proxy statement/prospectus, which we encourage you to read in its entirety before voting.

Only holders of record of Bridgetown 2 ordinary shares (“Bridgetown 2 Shares”) at the close of business on , 2021 are entitled to notice of the meeting and to vote at the meeting and any adjournments or postponements of the meeting.

This proxy statement/prospectus and accompanying proxy card is being provided to Bridgetown 2 shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournment of the Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary General Meeting, all of Bridgetown 2’s shareholders are urged to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 49 of this proxy statement/prospectus.

After careful consideration, Bridgetown 2’s board of directors has unanimously approved the Business Combination and determined that the Business Combination Proposal, the Merger Proposal, the

Governing Documents Proposal and the Adjournment Proposal are advisable and fair to and in the best interest of Bridgetown 2 and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, “FOR” the Governing Documents Proposal and “FOR” the Adjournment Proposal, if presented. When you consider the board of directors’ recommendation of these proposals, you should keep in mind that our directors and our officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination Proposal—Interests of Bridgetown 2’s Directors and Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

Pursuant to the Existing Bridgetown 2 Articles, a public Bridgetown 2 shareholder may request of Bridgetown 2 that Bridgetown 2 redeem all or a portion of its Bridgetown 2 Shares for cash if the Business Combination is consummated. As a holder of Bridgetown 2 Shares, you will be entitled to receive cash for any Bridgetown 2 Shares to be redeemed only if, prior to on , 2021 (two business days before the Extraordinary General Meeting), you:

(i) hold Bridgetown 2 Shares;

(ii) submit a written request to Continental Stock Transfer & Trust Company (“Continental”), Bridgetown 2’s transfer agent, in which you (a) request that Bridgetown 2 redeem all or a portion of your Bridgetown 2 Shares for cash, and (b) identify yourself as the beneficial holder of the Bridgetown 2 Shares and provide your legal name, phone number and address; and

(iii) deliver share certificates (if any) and other redemption forms (as applicable) to Continental, Bridgetown 2’s transfer agent, physically or electronically through The Depository Trust Company.

Holders of Bridgetown 2 Shares must complete the procedures for electing to redeem their public shares in the manner described above prior to on , 2021 (two business days before the Extraordinary General Meeting) in order for their Bridgetown 2 Shares to be redeemed.

For illustrative purposes, as of September 1, 2021, this would have amounted to approximately $10.00 per issued and outstanding share less any owed but unpaid taxes on the funds in the trust account. There are currently no owed but unpaid income taxes on the funds in the trust account. However, the proceeds deposited in the trust account could become subject to the claims of Bridgetown 2’s creditors, if any, which would have priority over the claims of Bridgetown 2 shareholders. Therefore, the per share distribution from the trust account in such a situation may be less than originally expected due to such claims. It is expected that the funds to be distributed to Bridgetown 2 shareholders electing to redeem their shares shall be distributed promptly after the consummation of the Business Combination.

A holder of Bridgetown 2 Shares, together with any affiliate of such holder and any person with whom such holder is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act), may not seek to have more than 15% of the aggregate shares redeemed without the consent of Bridgetown 2. Under the Existing Bridgetown 2 Articles, the Business Combination may not be consummated if Bridgetown 2 has net tangible assets of less than $5,000,001 either immediately prior to or upon consummation of the Business

iii

Combination after taking into account the redemption for cash of all public shares properly demanded to be redeemed by holders of Bridgetown 2 Shares.

Any request for redemption, once made by a holder of shares, may not be withdrawn once submitted to Bridgetown 2 unless the Board of Directors of Bridgetown 2 determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may or may not do in whole or in part).

Any corrected or changed written exercise of redemption rights must be received by Continental, Bridgetown 2’s transfer agent, prior to the vote taken on the Business Combination Proposal at the Extraordinary General Meeting. No request for redemption shall be honored unless the holder’s share certificates (if any) and other redemption forms (as applicable) have been delivered (either physically or electronically) to Continental, at least two business days prior to the vote at the Extraordinary General Meeting.

If you exercise your redemption rights, then you shall be exchanging your Bridgetown 2 Shares for cash and shall not be entitled to receive any PubCo Ordinary Shares upon consummation of the Business Combination.

Bridgetown 2 LLC (the “Sponsor”) has, pursuant to the Sponsor Support Agreement (as defined in the accompanying proxy statement/prospectus), agreed to, among other things, vote all of its Bridgetown 2 Shares in favor of the proposals being presented at the Extraordinary General Meeting and waive its redemption rights with respect to its Bridgetown 2 Shares in connection with the consummation of the Business Combination. As of the date of this proxy statement/prospectus, the Sponsor owns approximately 16.6% of the issued and outstanding Bridgetown 2 Shares. See “The Business Combination Proposal—Related Agreements—Sponsor Support and Lock-Up Agreement” in the accompanying proxy statement/prospectus for more information related to the Sponsor Support Agreement.

The Business Combination Agreement is also subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement.

All Bridgetown 2 shareholders are cordially invited to attend the Extraordinary General Meeting. To ensure your representation at the Extraordinary General Meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible by following the instructions provided in this proxy statement/prospectus and on the enclosed proxy card. If you are a shareholder of record of Bridgetown 2 Shares, you may also cast your vote by means of remote communication at the Extraordinary General Meeting by navigating to and entering the control number on your proxy card. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote by means of remote communication you must obtain a proxy from your broker or bank and a control number from Continental.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

Matt Danzeisen

Chairman

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person or virtually, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person or virtually, you may withdraw your proxy and vote in person. Your attention is directed to the remainder of the proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read this proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali LLC at 470 West Avenue, Stamford, CT 06902, USA or by emailing BTNB.info@investor.morrowsodali.com.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR BRIDGETOWN 2 SHARES BE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO OUR TRANSFER AGENT AT LEAST TWO BUSINESS DAYS BEFORE THE SCHEDULED DATE OF THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES SHALL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BROKER, BANK OR OTHER NOMINEE TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING OF BRIDGETOWN 2 SHAREHOLDERS—REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

Table of Contents


	Page
ADDITIONAL INFORMATION		1
ABOUT THIS PROXY STATEMENT/PROSPECTUS		1
INDUSTRY AND MARKET DATA		2
PRESENTATION OF FINANCIAL INFORMATION		3
FREQUENTLY USED TERMS		5
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS		10
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS		25
SELECTED HISTORICAL FINANCIAL DATA OF BRIDGETOWN 2		42
SELECTED HISTORICAL FINANCIAL DATA OF PROPERTYGURU		44
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS		47
FORWARD-LOOKING STATEMENTS		49
RISK FACTORS		51
EXTRAORDINARY GENERAL MEETING OF BRIDGETOWN 2 SHAREHOLDERS		102
THE BUSINESS COMBINATION PROPOSAL		107
THE MERGER PROPOSAL		150
THE GOVERNING DOCUMENTS PROPOSAL		151
THE ADJOURNMENT PROPOSAL		158
MATERIAL TAX CONSIDERATIONS		159
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS		168
INFORMATION RELATED TO PUBCO		180
INFORMATION RELATED TO BRIDGETOWN 2		183
BRIDGETOWN 2’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION		202
PROPERTYGURU’S BUSINESS		206
PROPERTYGURU MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		229
MANAGEMENT OF PUBCO FOLLOWING THE BUSINESS COMBINATION		245
BENEFICIAL OWNERSHIP OF SECURITIES		266
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		269
DESCRIPTION OF PUBCO SECURITIES		276
COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS		294
SHARES ELIGIBLE FOR FUTURE SALE		301
PRICE RANGE OF SECURITIES AND DIVIDEND INFORMATION		304
ANNUAL MEETING SHAREHOLDER PROPOSALS		305
OTHER SHAREHOLDER COMMUNICATIONS		306
LEGAL MATTERS		307
EXPERTS		308
DELIVERY OF DOCUMENTS TO SHAREHOLDERS		309
WHERE YOU CAN FIND MORE INFORMATION		310
INDEX OF FINANCIAL STATEMENTS		F-1

ANNEXES

Annex A: Business Combination Agreement (filed as Exhibit 2.1 to the proxy statement/prospectus)

Annex B: Form of Memorandum and Articles of Association of PubCo (filed as Exhibit 3.1 to the proxy statement/prospectus)

ADDITIONAL INFORMATION

You may request copies of this proxy statement/prospectus and any other publicly available information concerning Bridgetown 2, without charge, by written request to Morrow Sodali LLC our proxy solicitor, by calling +1 (800) 662-5200 (for individuals) or +1 (203) 658-9400 (for banks and brokers), or by emailing BTNB.info@investor.morrowsodali.com, or from the SEC through the SEC website at http://www.sec.gov.

In order for Bridgetown 2 shareholders to receive timely delivery of the documents in advance of the Extraordinary General Meeting of Bridgetown 2 to be held on , 2021 you must request the information no later than five business days prior to the date of the Extraordinary General Meeting, by , 2021.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission, or the “SEC,” by PubCo, constitutes a prospectus of PubCo under Section 5 of the U.S. Securities Act of 1933, as amended, or the “Securities Act,” with respect to the PubCo Ordinary Shares to be issued to Bridgetown 2 shareholders and the PubCo Ordinary Shares to be issued to certain PropertyGuru shareholders, if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Extraordinary General Meeting of Bridgetown 2 shareholders at which Bridgetown 2 shareholders shall be asked to consider and vote upon proposals to approve the Business Combination Proposal, the Merger Proposal and the Governing Documents Proposal (each as defined herein) and to adjourn the meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to adopt the Business Combination Proposal, the Merger Proposal or the Governing Documents Proposal.

References to “U.S. Dollars” and “$” in this proxy statement/prospectus are to United States dollars, the legal currency of the United States. Certain monetary amounts, percentages and other figures included in this proxy statement/prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them. In particular, in certain cases, percentage changes are based on a comparison of the actual values recorded in the relevant financial statements and not rounded values shown in this proxy statement/prospectus.

INDUSTRY AND MARKET DATA

This proxy statement/prospectus includes industry data and forecasts that has been derived from an independent consultant report prepared by Frost & Sullivan Australia Pty Ltd (“Frost & Sullivan”), which was commissioned by PropertyGuru. Frost & Sullivan makes no warranties about the fitness of this report for an evaluation of PropertyGuru. This proxy statement/prospectus also includes industry, market and competitive position data that have been derived from publicly available information, industry publications and other third-party sources, including estimated insights from SimilarWeb and Google Analytics, as well as from PropertyGuru’s own internal data and estimates.

Independent consultant reports, industry publications and other published sources generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. While we have compiled, extracted, and reproduced industry data from these sources, we have not independently verified the data. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.

PRESENTATION OF FINANCIAL INFORMATION

Bridgetown 2

The historical financial statements of Bridgetown 2 were prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and are denominated in U.S. Dollars.

PropertyGuru

PropertyGuru’s audited consolidated financial statements for the years ended December 31, 2020 and 2019 and as of December 31, 2020 and 2019 and unaudited interim condensed consolidated financial statements for the six months ended June 30, 2021 and 2020 and as of June 30, 2021, included in this proxy statement/prospectus have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and are reported in Singapore Dollars. IFRS differs from U.S. GAAP in certain material respects and thus may not be comparable to financial information presented by U.S. companies.

On August 3, 2021, PropertyGuru completed the acquisition of iProperty Group Asia Pte. Ltd.’s (“iProperty”), (a subsidiary of REA Group Ltd. (“REA Group”)) operating entities in Malaysia and Thailand, consisting of iProperty.com Malaysia Sdn. Bhd., Brickz Research Sdn. Bhd., IPGA Management Services Sdn. Bhd., iProperty (Thailand) Co., Ltd., Prakard IPP Co., Ltd. and Kid Ruang Yu Co., Ltd. (collectively, the “Panama Group”). The Panama Group’s audited combined financial statements for the years ended December 31, 2020 and 2019 and as of December 31, 2020 and 2019 and unaudited combined financial statements for the six months ended June 30, 2021 and 2020 and as of June 30, 2021, included in this proxy statement/prospectus have been prepared in accordance with IFRS as issued by the IASB and are reported in Malaysian Ringgit.

PropertyGuru refers in various places in this proxy statement/prospectus to non-IFRS financial measures, Adjusted EBITDA and Adjusted EBITDA Margin which are more fully explained in “PropertyGuru Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-IFRS Financial Measures and Key Performance Metrics.” The presentation of non-IFRS information is not meant to be considered in isolation or as a substitute for PropertyGuru’s audited consolidated financial results prepared in accordance with IFRS.

PubCo

PubCo was incorporated on July 14, 2021, for the sole purpose of effectuating the transactions described herein. PubCo has no material assets and does not operate any businesses. Accordingly, no financial statements of PubCo have been included in this proxy statement/prospectus.

The Business Combination is made up of the series of transactions provided for in the Business Combination Agreement as described elsewhere within this proxy statement/prospectus. The Business Combination will be accounted for as a capital reorganization. Under this method of accounting, PubCo will be treated as the acquired company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of PropertyGuru issuing shares at the Closing for the net assets of Bridgetown 2 as of the Closing Date, accompanied by a recapitalization. The net assets of Bridgetown 2 will be stated at historical cost, with no goodwill or other intangible assets recorded. The Business Combination, which is not within the scope of IFRS 3 — Business Combinations (“ IFRS 3”) since Bridgetown 2 does not meet the definition of a business in accordance with IFRS 3, is accounted for within the scope of IFRS 2 — Share-based payment (“IFRS 2”). Any excess of fair value of PubCo shares issued over the fair value of Bridgetown 2’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred.

Immediately following the Business Combination, we expect PubCo to qualify as a foreign private issuer and will prepare its financial statements in accordance with IFRS as issued by the IASB and in Singapore Dollars. Accordingly, the unaudited pro forma condensed combined financial statements that are presented in this proxy statement/prospectus have been prepared in accordance with IFRS and denominated in Singapore Dollars. IFRS differs from U.S. GAAP in certain material respects and thus may not be comparable to financial information presented by U.S. companies.

FREQUENTLY USED TERMS

Key Business and Business Combination Related Terms

Unless otherwise stated or unless the context otherwise requires in this document:

“ACRA” means the Singapore Accounting and Corporate Regulatory Authority;

“agents” are real estate agents or individuals that sell, assist with the purchase of, and rent out properties for property seekers, consumers or clients (as applicable) in order to generate sales commissions from sales and property management fees from letting and management activities;

“AI” means artificial intelligence;

“AllProperty Media” means AllProperty Media Co., Ltd., a subsidiary of PropertyGuru;

“Amalgamation” means the amalgamation in accordance with Section 215A of the Companies Act (Chapter 50) of Singapore between Amalgamation Sub and PropertyGuru, with PropertyGuru being the surviving company and a wholly-owned subsidiary of PubCo;

“Amalgamation Effective Time” means the effective date of the Amalgamation as may be agreed by Amalgamation Sub, PubCo, Bridgetown 2 and PropertyGuru in writing and specified in writing in the Amalgamation Proposal (as defined in the Business Combination Agreement) and as set out in the notice of amalgamation issued by ACRA in respect of the Amalgamation;

“Amalgamation Sub” means B2 PubCo Amalgamation Sub Pte. Ltd., a Singapore private company limited by shares and a direct wholly-owned subsidiary of PubCo;

“Amended and Restated Assignment, Assumption and Amendment Agreement” means the amendment and restatement, dated December 1, 2021, by and among Bridgetown 2, the Sponsor, PubCo and Continental, to that Assignment, Assumption and Amendment Agreement, which removed Continental as a party to the Assignment, Assumption and Amendment Agreement;

“Amended PubCo Articles” means the amended and restated memorandum and articles of association of PubCo adapted at the consummation of the Business Combination;

“AR” means augmented reality;

“Assignment, Assumption and Amendment Agreement” means the amendment, dated July 23, 2021, to that certain warrant agreement, dated January 25, 2021, by and among Bridgetown 2 PubCo, the Sponsor and Continental pursuant to which, among other things, Bridgetown 2 assigned all of its right, title and interest in the Existing Warrant Agreement to PubCo effective upon the Merger Closing. The Assignment, Assumption and Amendment Agreement was amended and restated on December 1, 2021;

“Bridgetown 2” means Bridgetown 2 Holdings Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands;

“Bridgetown 2 Class A Ordinary Shares” means the Class A ordinary shares of Bridgetown 2, having a par value of $0.0001 each;

“Bridgetown 2 Class B Ordinary Shares” means the Class B ordinary shares of Bridgetown 2, having a par value of $0.0001 each;

“Bridgetown 2 Shares” means, collectively, the Bridgetown 2 Class A Ordinary Shares and Bridgetown 2 Class B Ordinary Shares;

“Business Combination” means the Merger, the Amalgamation and the other transactions contemplated by the Business Combination Agreement;

“Business Combination Agreement” means the business combination agreement, dated July 23, 2021 (as may be amended, supplemented, or otherwise modified from time to time), by and among PubCo, Bridgetown 2, Amalgamation Sub and PropertyGuru;

“Business Combination Transactions” means, collectively, the Merger, the Amalgamation and each of the other transactions contemplated by the Business Combination Agreement, the Confidentiality Agreement, the PIPE Subscription Agreements, the Sponsor Support Agreement, the PropertyGuru Shareholder Support Agreement, the Registration Rights Agreement, the Amended and Restated Assignment, Assumption and Amendment Agreement, the Novation, Assumption and Amendment Agreement, the Plan of Merger, the Amalgamation Proposal, the Amended PubCo Articles and any other related agreements, documents or certificates entered into or delivered pursuant thereto;

“Cayman Islands Companies Act” means the Companies Act (As Revised) of the Cayman Islands;

“Closing” means the closing of the Amalgamation;

“Closing Date” means the date of the Closing;

“Continental” means Continental Stock Transfer & Trust Company;

“customers” means the agents, developers, valuers and banks from which PropertyGuru generates revenue through sales of digital classifieds, property development advertising products and services (including software-as-a-service) and data services;

“DDProperty Media” means DDProperty Media Ltd., a subsidiary of PropertyGuru;

“depth products” means optional premium features and add-ons offered to agents and integrated into PropertyGuru’s platforms such as display rankings or enhanced listings;

“developers” are property developers or individuals that develop houses, buildings, and land with the intention of selling them for a profit;

“Do Thi” means Do Thi Media Service Company Limited, a subsidiary of PropertyGuru;

“Exchange Ratio” means the quotient obtained by dividing $361.01890 by $10.00;

“Existing Warrant Agreement” means the warrant agreement, dated January 25, 2021, by and between Bridgetown 2 and Continental;

“Extraordinary General Meeting” means an extraordinary general meeting of shareholders of Bridgetown 2 to be held at AM time, on , 2021 at and virtually at ;

“Fintech” means financial technology;

“IASB” means the International Accounting Standards Board;

“IFRS” means the International Financial Reporting Standards, as issued by the IASB;

“iProperty” means iProperty Group Asia Pte. Ltd.;

“Initial Projections” means the financial projections prepared by the management of PropertyGuru in connection with the proposed Business Combination;

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012;

“KKR” means Kohlberg Kravis Roberts & Co. L.P. and its affiliates;

“KKR Investor” means Epsilon Asia Holdings II Pte. Ltd., an affiliate of KKR;

“Malaysian Ringgit” and “MYR” means Malaysian Ringgit, the legal currency of Malaysia.

“Merger” means the merger between Bridgetown 2 and PubCo, with PubCo being the surviving company;

“Merger Closing” means the closing of the Merger;

“Merger Effective Time” means the effective date of the Merger as may be agreed by PubCo and Bridgetown 2 in writing and specified in writing in the Plan of Merger (as defined in the Business Combination Agreement);

“MyProperty Data” means MyProperty Data Sdn Bhd., a subsidiary of PropertyGuru;

“Nasdaq” means the Nasdaq Stock Market;

“Novation, Assumption and Amendment Agreement” means the novation, assumption and amendment agreement, dated July 23, 2021, to that certain instrument by way of deed poll executed by PropertyGuru on October 12, 2018 (the “PropertyGuru Warrant Instrument”), to be effective upon the closing of the Business Combination, pursuant to which, among other things, PubCo assumed all of PropertyGuru’s obligations and responsibilities pursuant to or in connection with the PropertyGuru Warrant Instrument;

“NYSE” means the New York Stock Exchange;

“Panama Group” means iProperty’s (a subsidiary of REA Group) operating entities in Malaysia and Thailand, consisting of iProperty.com Malaysia Sdn. Bhd., Brickz Research Sdn. Bhd., IPGA Management Services Sdn. Bhd., iProperty (Thailand) Co., Ltd., Prakard IPP Co., Ltd. and Kid Ruang Yu Co., Ltd, whose shares were wholly acquired by PropertyGuru on August 3, 2021;

“PDPA” means the Personal Data Protection Act 2012 (No. 26 of 2012 of Singapore);

“PG Vietnam” means PropertyGuru Viet Nam Joint Stock Company, a subsidiary of PropertyGuru;

“PGI Thailand” means PropertyGuru International (Thailand) Co., Ltd., a subsidiary of PropertyGuru;

“PIPE Investment” or “PIPE financing” means the commitment by the PIPE Investors to subscribe for and purchase, in the aggregate, 13,193,068 PubCo Ordinary Shares for $10 per share, or an aggregate purchase price equal to $131,930,680, which includes REA’s $20.0 million subscription in the PIPE Investment and an additional $31.9 million equity investment in PubCo by REA relating to REA’s existing call option to acquire additional shares in PropertyGuru, pursuant to the PIPE Subscription Agreements;

“PIPE Investors” means the third-party investors who entered into PIPE Subscription Agreements;

“PIPE Subscription Agreements” means the share subscription agreements, dated July 23, 2021, by and among PubCo, Bridgetown 2 and the PIPE Investors pursuant to which the PIPE Investors have committed to subscribe for and purchase, in the aggregate, 13,193,068 PubCo Ordinary Shares for $10 per share, or an aggregate purchase price equal to $131,930,680, which includes REA’s $20.0 million subscription in the PIPE Investment and an additional $31.9 million equity investment in PubCo by REA relating to REA’s existing call option to acquire additional shares in PropertyGuru. For the avoidance of doubt, the PIPE Subscription Agreements include the REA Subscription Agreement;

“Priority Markets” means Singapore, Vietnam, Malaysia, Thailand and Indonesia;

“PropertyGuru” means PropertyGuru Pte. Ltd., a Singapore private company limited by shares, or as the context requires, PropertyGuru Pte. Ltd. and its subsidiaries and consolidated affiliated entities;

“PropertyGuru Options” means options to purchase PropertyGuru Shares under a PropertyGuru incentive plan;

“PropertyGuru Restricted Stock Unit Award” means an award of restricted stock units based on PropertyGuru Shares (whether to be settled in cash or shares), granted under a PropertyGuru incentive plan;

“PropertyGuru Shares” means the outstanding ordinary shares of PropertyGuru;

“PropertyGuru Shareholder Support Agreement” means the voting support and lock-up agreement, dated July 23, 2021, by and among Bridgetown 2, PubCo, PropertyGuru and certain of the shareholders of PropertyGuru, pursuant to which (i) certain PropertyGuru shareholders who hold an aggregate of at least 75% of the outstanding PropertyGuru voting shares have agreed, among other things: (a) to appear for purposes of constituting a quorum at any meeting of the shareholders of PropertyGuru called to seek approval of the transactions contemplated by the Business Combination Agreement and the other transaction proposals; (b) to vote in favor of the Business Combination Transactions; (c) to vote against any proposals that would materially impede the Business Combination Transactions; and (d) not to sell or transfer any of their shares prior to the closing of the Business Combination; (ii) certain shareholders of PropertyGuru have agreed to a lock-up of the PubCo Ordinary Shares they will receive pursuant to the Amalgamation (subject to certain exceptions) for a period of 180 days following the closing of the Business Combination; and (iii) certain shareholders of PropertyGuru and PubCo have agreed to enter into a shareholders agreement governing the rights and obligations of such shareholders with respect to PubCo and PubCo Ordinary Shares which, among other things, include certain non-compete obligations, “drag-along” rights applicable to and as among such shareholders, “rights of first offer” rights and PubCo board appointment rights (the “Shareholders’ Agreement”);

“PropertyGuru Warrant Instrument” has the meaning assigned to such term in the definition of “Novation, Assumption and Amendment Agreement”;

“PropertyGuru Warrants” means the 112,000 warrants to purchase PropertyGuru Shares issued to KKR Investor in accordance with the PropertyGuru Warrant Instrument;

“PropTech” means property technology;

“PubCo” means PropertyGuru Group Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands, or as the context requires, PropertyGuru Group Limited and its subsidiaries and consolidated affiliated entities;

“PubCo Ordinary Shares” means the ordinary shares of PubCo, having a par value of $0.0001 each;

“REA” means REA Asia Holding Co. Pty Ltd;

“REA Group” means REA Group Ltd;

“REA Subscription Agreement” means the subscription agreement, dated July 23, 2021, by and among PubCo, Bridgetown 2 and REA Asia Holding Co. Pty Ltd;

“Registration Rights Agreement” means the registration rights agreement, dated July 23, 2021, by and among Bridgetown 2, PubCo, the Sponsor, the directors of Bridgetown 2 who hold Bridgetown 2 Shares, certain

advisors of Bridgetown 2 to whom the Sponsor has transferred Bridgetown 2 Shares, certain shareholders of Bridgetown 2 affiliated with the Sponsor, and certain of the shareholders of PropertyGuru to be effective upon Closing pursuant to which, among other things, PubCo will agree to undertake certain resale shelf registration obligations in accordance with the Securities Act and the Sponsor, certain Sponsor affiliated parties and certain shareholders of PropertyGuru party thereto have been granted certain demand and piggyback registration rights;

“RSU” means restricted stock units;

“SEC” means the U.S. Securities and Exchange Commission;

“Shareholders’ Agreement” has the meaning assigned to such term in the definition of “PropertyGuru Shareholder Support Agreement”;

“Singapore Dollars” and “S$” means Singapore dollars, the legal currency of Singapore;

“Sponsor” means Bridgetown 2 LLC, a limited liability company incorporated under the laws of the Cayman Islands;

“Sponsor Support Agreement” means the voting support agreement, dated July 23, 2021, by and among Bridgetown 2, the Sponsor, PubCo and PropertyGuru pursuant to which the Sponsor has agreed, among other things and subject to the terms and conditions set forth therein: (i) to vote in favor of the transactions contemplated in the Business Combination Agreement and the other transaction proposals, (ii) to appear at the Extraordinary General Meeting for purposes of constituting a quorum, (iii) to vote against any proposals that would materially impede the transactions contemplated in the Business Combination Agreement and the other transaction proposals, (iv) not to redeem any Bridgetown 2 Shares held by the Sponsor, (v) not to amend that certain letter agreement between Bridgetown 2, the Sponsor and certain other parties thereto, dated as of January 25, 2021, (vi) not to transfer any Bridgetown 2 Shares held by the Sponsor, subject to certain exceptions, (vii) to release Bridgetown 2, PubCo, PropertyGuru and its subsidiaries from all claims in respect of or relating to the period prior to the Closing, subject to the exceptions set forth therein (with PropertyGuru agreeing to release the Sponsor and Bridgetown 2 on a reciprocal basis) and (viii) to a lock-up of its PubCo Ordinary Shares during the period of one year from the Closing, subject to certain exceptions;

“TPG” means TPG Global, LLC and its affiliates;

“TPG Investor Entities” means TPG Asia VI SF Pte. Ltd. and TPG Asia VI Digs 1 L.P., each an affiliate of TPG;

“U.S. Dollars” and “$” means United States dollars, the legal currency of the United States; and

“U.S. GAAP” means United States generally accepted accounting principles.

Key Performance Metrics and Non-IFRS Financial Measures

Unless otherwise stated or unless the context otherwise requires in this document:

“Adjusted EBITDA” is a non-IFRS financial measure defined as net loss for year/period plus changes in fair value of preferred shares and embedded derivatives, finance cost, depreciation and amortization, income tax expense, impairments when the impairment is the result of an isolated, non-recurring event, share grant and option expenses, loss on disposal of plant and equipment and intangible assets, currency translation loss, fair value loss on contingent consideration, business acquisition transaction and integration cost and cost of proposed listing. With respect to Adjusted EBITDA projections, Adjusted EBITDA also excludes costs of acquisition and integration of the Panama Group and one-off costs of listing;

“Adjusted EBITDA Margin” is a non-IFRS financial measure defined as Adjusted EBITDA as a percentage of revenue;

“ARPA” is defined as agent revenue for a period divided by the average number of agents in that period, which is calculated as the sum of the number of total agents at the end of each month in a period divided by the number of months in such period;

“Average revenue per listing” is defined as revenue for a period divided by the number of listings in such period;

“Engagement Market Share” is the average monthly engagement for websites owned by PropertyGuru as compared to average monthly engagement for a basket of peers calculated over the relevant period. Engagement is calculated as the number of visits to a website during a period multiplied by the total amount of time spent on that website for the same period, in each case based on data from SimilarWeb; and

“Number of agents” in all Priority Markets except Vietnam is calculated for a period as the sum of the number of agents with a valid 12-month subscription package at the end of each month in a period divided by the number of months in such period. In Vietnam, number of agents is calculated as the number of agents who credit money into their account within the relevant period. When counting in aggregate across the PropertyGuru group, in markets where PropertyGuru operates more than one property portal, an agent with subscriptions to more than one portal is only counted once;

“Number of listings” in all Priority Markets except Vietnam is calculated as the average number of monthly listings available in the period. In Vietnam, number of listings is defined as the sum of all listings created in each month over the relevant period from main balance (non-promotional) accounts;

“property seekers” is the number of total visits to PropertyGuru’s websites over a period, based on Google Analytics data; and

“Renewal rate” is defined as the number of agents that successfully renew their annual package during a year/period divided by the number of agents whose packages are up for renewal (at the end of their 12-month subscription) during that year/period.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the Extraordinary General Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to Bridgetown 2 shareholders. Bridgetown 2 shareholders should read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the Extraordinary General Meeting, which will be held at AM time, on , 2021 at and virtually via live webcast at .

Q:	Why am I receiving this proxy statement/ prospectus?

A:	Bridgetown 2 shareholders are being asked to consider and vote upon a proposal to approve and adopt the Business Combination and certain related proposals.

Bridgetown 2, PropertyGuru, PubCo and other parties have agreed to the Business Combination under the terms of the Business Combination Agreement that is described in this proxy statement/prospectus. The

Business Combination Agreement provides for, among other things, (i) the merger of Bridgetown 2 with and into PubCo, with PubCo being the surviving company (the “Merger”), and each of the current security holders of Bridgetown 2 receiving securities of PubCo, and (ii) the amalgamation of Amalgamation Sub with and into PropertyGuru, with PropertyGuru surviving and becoming a wholly-owned subsidiary of PubCo (the “Amalgamation”). This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Extraordinary General Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

Q:	What proposals are shareholders of Bridgetown 2 being asked to vote upon?

A:	At the Extraordinary General Meeting, Bridgetown 2 is asking holders of its ordinary shares to consider and vote upon the following proposals:

•

Business Combination Proposal—To vote to adopt the Business Combination Agreement and approve the transactions (and related transaction documents) contemplated thereby. See the section entitled “The Business Combination Proposal.”

•

Merger Proposal—To vote to authorize the Merger. See the section entitled “The Merger Proposal.”

•

Governing Documents Proposal—To vote to approve the four separate proposals relating to the material differences between the Existing Bridgetown 2 Articles and the Amended PubCo Articles, specifically:

(a) the effective change in authorized share capital from the authorized capital of Bridgetown 2 (prior to the Merger) to the authorized capital of PubCo (as the surviving company in the Merger); and

(b) the effective change from a multi-class share structure of Bridgetown 2 (prior to the Merger) comprising Bridgetown 2 Class A Ordinary Shares, Bridgetown 2 Class B Ordinary Shares and Bridgetown 2 preference shares, to a single-class share structure of PubCo (as the surviving company in the Merger), comprising solely PubCo Ordinary Shares;

(c) the effective change from the holders of Bridgetown 2 Class B Ordinary Shares having the power to appoint or remove any director of Bridgetown 2 (prior to the Merger) by ordinary resolution, to the holders of PubCo Ordinary Shares having the power to appoint or remove the non-Investor Directors of PubCo (as the surviving company in the Merger) by ordinary resolution; and

(d) all other changes arising from or in connection with the effective substitution of Bridgetown 2’s memorandum and articles of association in effect prior to the Merger, by the Amended PubCo Articles, including the removal of certain provisions relating to Bridgetown 2’s status as a blank check company that will not be applicable following consummation of the Business Combination.

See the section entitled “The Governing Documents Proposal.”

•

Adjournment Proposal—To consider and vote upon a proposal to adjourn the meeting to a later date or dates to permit further solicitation and voting of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, Bridgetown 2 would not have been authorized to consummate the Business Combination. See the section entitled “The Adjournment Proposal.”

Bridgetown 2 shall hold the Extraordinary General Meeting of its shareholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Extraordinary General Meeting. Shareholders should read it carefully and in its entirety.

The vote of shareholders is important. Shareholders are encouraged to submit their completed proxy card as soon as possible after carefully reviewing this proxy statement/prospectus.

Q:	Are the proposals conditioned on one another?

A:	Yes. Each of the Business Combination Proposal, the Merger Proposal and the Governing Documents Proposal is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal.

The vote of shareholders is important. Shareholders are encouraged to submit their completed proxy card as soon as possible after carefully reviewing this proxy statement/prospectus.

Q:	Why is Bridgetown 2 proposing the Business Combination?

A:	Bridgetown 2 was incorporated to consummate a merger, share exchange, asset acquisition, share purchase, reorganization, or other similar business combination with one or more businesses or entities.

PropertyGuru is the leading PropTech company in Southeast Asia, with leading Engagement Market Shares in Singapore, Vietnam, Malaysia and Thailand, based on SimilarWeb data between January 2021 and June 2021. PropertyGuru strives to be the trusted advisor to every person seeking property by making the process of finding a home as straightforward, transparent and efficient as possible. PropertyGuru’s platforms provide: (1) online property listings to match buyers, sellers, tenants and landlords; (2) digital, marketing and sales process automation software services for developers; (3) a mortgage marketplace and brokerage; and (4) a data-provision business for consumers, agents, developers and banks. For more information, see “PropertyGuru’s Business.”

Based on its due diligence investigations of PropertyGuru and the industries in which it operates, including the financial and other information provided by PropertyGuru in the course of Bridgetown 2’s due diligence investigations, the Bridgetown 2 Board believes that the Business Combination with PropertyGuru is in the best interests of Bridgetown 2 and presents an opportunity to increase shareholder value. However, there can be no assurances of this. Although the Bridgetown 2 Board believes that the Business Combination with PropertyGuru presents a unique business combination opportunity and is in the best interests of Bridgetown 2, the Bridgetown 2 Board did consider certain potentially material negative factors in arriving at that conclusion. See “The Business Combination Proposal—Bridgetown 2’s Board of Directors’ Reasons for the Approval of the Business Combination” for a discussion of the factors considered by the Bridgetown 2 Board in making its decision.

Q:	Did the Bridgetown 2 Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

No. The Bridgetown 2 Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. However, Bridgetown 2’s management, the members of the Bridgetown 2 Board and the other representatives of Bridgetown 2 have substantial experience in evaluating the operating and financial merits of companies similar to PropertyGuru and reviewed certain financial and operating information of PropertyGuru and other relevant financial information selected based on the experience and the professional judgment of Bridgetown 2’s management team, which enabled them to make the necessary analyses and determinations regarding the Business Combination. Accordingly, investors will be relying solely on the judgment of the Bridgetown 2 Board in valuing PropertyGuru’s business and assume the risk that the Bridgetown 2 Board may not have properly valued such business.

Q:	What is expected to happen in the Business Combination?

wholly-owned subsidiary of PubCo. The merger described in (i) is referred to as the “Merger” and the amalgamation described in (ii) is referred to as the “Amalgamation.” The Merger, the Amalgamation and the other transactions contemplated by the Business Combination Agreement are referred to as the “Business Combination.”

Upon the consummation of the Business Combination, (i) each (a) Bridgetown 2 Class A Ordinary Share issued and outstanding immediately prior to the effective time of the Merger shall be canceled in exchange for the right to receive one PubCo Ordinary Share, and (b) Bridgetown 2 Class B Ordinary Share issued and outstanding immediately prior to the effective time of the Merger shall be canceled in exchange for the right to receive one PubCo Ordinary Share and (ii) each Bridgetown 2 Warrant outstanding immediately prior to the effective time of the Merger shall cease to be a warrant with respect to Bridgetown 2 Shares and be assumed by PubCo and converted into a warrant of PubCo to purchase one PubCo Ordinary Share, subject to substantially the same terms and conditions prior to the effective time of the Merger.

In addition, pursuant to the Business Combination Agreement, upon the consummation of the Business Combination, (i) each of the outstanding PropertyGuru Shares shall be canceled in exchange for the right to receive such fraction of a newly issued PubCo Ordinary Share that is equal to the Exchange Ratio, (ii) each outstanding PropertyGuru Restricted Stock Unit Award shall be assumed by PubCo and converted into the right to receive restricted stock units of PubCo in respect of such number of newly issued PubCo Shares as determined in accordance with the Business Combination Agreement, (iii) each outstanding PropertyGuru Option shall be assumed by PubCo and converted into an option of PubCo in respect of such number of newly issued PubCo Shares as determined in accordance with the Business Combination Agreement, and (iv) each PropertyGuru Warrant will be assumed by PubCo and converted into a PubCo Warrant to purchase such number of newly issued PubCo Shares as determined in accordance with the PropertyGuru Warrant Instrument.

For more information on the Merger and the Amalgamation, see the sections titled “The Business Combination Proposal,” “The Business Combination Proposal—General Description of the Business Combination Transactions—The Merger Proposal” and “The Business Combination Proposal—General Description of the Business Combination Transactions—The Amalgamation Proposal.”

Q:	What is the PIPE financing (private placement)?

Concurrently with the execution and delivery of the Business Combination Agreement, PubCo, Bridgetown 2 and the PIPE Investors entered into PIPE Subscription Agreements pursuant to which the PIPE Investors have committed to subscribe for and purchase, in the aggregate, 13,193,068 PubCo Ordinary Shares for $10 per share, for an aggregate purchase price equal to $131,930,680, which includes REA’s $20.0 million subscription in the PIPE Investment and an additional $31.9 million equity investment in PubCo by REA relating to REA’s existing call option to acquire additional shares in PropertyGuru. Merrill Lynch (Singapore) Pte. Ltd. (“BofA Securities”), Citigroup Global Markets Inc. (“Citigroup”), KKR Capital Markets Asia Limited (“KCMA”) (an affiliate of KKR) and TPG Capital BD, LLC (“TPG Capital”) (an affiliate of the TPG Investor Entities) acted as placement agents to Bridgetown 2 in connection with the PIPE financing pursuant to the PIPE Subscription Agreements. Bridgetown 2’s Sponsor, directors, officers and their affiliates will not participate in the PIPE financing.

Q:	What shall be the relative equity stakes of Bridgetown 2 shareholders, the PropertyGuru shareholders and the PIPE Investors in PubCo upon completion of the Business Combination?

A:	Upon consummation of the Business Combination, PubCo shall become a new public company and PropertyGuru shall be a wholly-owned subsidiary of PubCo. The former security holders of Bridgetown 2 and PropertyGuru and the PIPE Investors shall all become security holders of PubCo.

Upon consummation of the Business Combination, assuming a , 2021 Closing Date, the post-Closing share ownership of PubCo would be (i) the No Redemption Scenario; (ii) the Interim Redemption Scenario,

where Bridgetown 2 public shareholders holding any number of Class A Ordinary Shares between the No Redemption Scenario and the Maximum Redemption Scenario exercise their redemption rights and that such shares are redeemed for their pro rata shares of the funds in Bridgetown 2’s trust account, for example, where Bridgetown 2 public shareholders holding approximately 13,352,876 Class A Ordinary Shares exercise their redemption rights and such shares are redeemed for their pro rata shares of the funds in Bridgetown 2’s trust account, the aggregate redemption proceeds would amount to approximately S$182.4 million, and (iii) the Maximum Redemption Scenario, where Bridgetown 2 public shareholders holding approximately 26,705,752 Class A Ordinary Shares will exercise their redemption rights and that such shares are redeemed for their pro rata shares of the funds in Bridgetown 2’s trust account, amounting to aggregate redemption proceeds of approximately S$364.8 million.

The following table illustrates varying ownership levels in PubCo immediately following the consummation of the Business Combination based on the No Redemption Scenario, the Interim Redemption Scenario (where, for example, Bridgetown 2 public shareholders would redeem 13,352,876 Class A Ordinary Shares) and the Maximum Redemption Scenario. Regardless of the number of redeeming Bridgetown 2 shareholders, the PubCo Shares owned by non-redeeming Bridgetown 2 shareholders will have an implied value of $10.00 per share upon consummation of the Business Combination. Please see “Risk Factors—Risks Related to Redemption of Bridgetown 2 Shares—There is no guarantee that a shareholder’s decision whether to redeem its shares for a pro rata portion of the trust account will put the shareholder in a better future economic position.


				Share Ownership in PubCo⁽¹⁾
	Pro Forma Combined (No Redemption Scenario)			Interim Redemption Scenario		Pro Forma Combined (Maximum Redemption Scenario)
PropertyGuru Shareholders		127,723,425 (71.6	%)		127,723,425 (79.0%)		127,723,425 (84.3	%)
Bridgetown 2 Shareholders		29,900,000 (16.8	%)		13,352,876 (8.3%)		3,194,248 (2.1	%)
Bridgetown 2 Sponsor/ Directors/Advisors		7,475,000 (4.2	%)		7,475,000 (4.6%)		7,475,000 (4.9	%)
PIPE Investors⁽²⁾		13,193,068 (7.4	%)		13,193,068 (8.2%)		13,193,068 (8.7	%)

Total		178,291,493 (100.0	%)		161,744,369 (100.0%)		151,585,741 (100.0	%)

(1)	For a more detailed description of share ownership upon consummation of the Business Combination, see “Beneficial Ownership of Securities.”

(2)	Includes REA’s $20.0 million subscription in the PIPE Investment and an additional $31.9 million equity investment in PubCo by REA relating to REA’s existing call option to acquire additional shares in PropertyGuru.

(3)

Assuming maximum redemption, 26,705,752 of the Bridgetown 2 public shares will be redeemed for their pro rata shares of the funds in Bridgetown 2’s trust account, which is derived from the number of shares that could be redeemed in connection with the Business Combination assuming i) a redemption price of $10.00 per share and ii) funds in the amount of $299,007,509 held in the Trust Account as of June 30, 2021, such that Bridgetown 2 would still satisfy the requirement to have at least $5,000,001 in net tangible assets either immediately prior to or upon consummation of the Business Combination. As of June 30, 2021, Bridgetown 2 has total assets of $300,769,537, of which $299,007,509 are investments held in the Trust Account. You should note that Bridgetown 2 will only proceed with the Business Combination if it will have net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of the Business Combination.

If the actual facts differ from these assumptions, these numbers will be different.

Pursuant to the Existing Bridgetown 2 Articles, in connection with the completion of the Business Combination, holders of Bridgetown 2 Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the Existing Bridgetown 2 Articles. Payment for such redemptions shall come from the trust account.

Q:	How will the effective rate of underwriting discounts and commissions paid on capital raised in Bridgetown 2’s initial public offering and retained after the Business Combination be affected by redemptions?

Bridgetown 2 sold 29,900,000 Bridgetown 2 Shares in its initial public offering, with investors paying $10.00 per Bridgetown 2 Share, representing gross initial public offering proceeds of $299,000,000. The underwriters in the initial public offering received $4,980,000 upon completion of the initial public offering and will receive an additional $8,715,000 upon consummation of the Business Combination, resulting in a 4.6% rate of underwriting discounts and commissions, which represents the underwriters’ total underwriting discounts and commissions as a percentage of gross initial public offering proceeds. However, to the extent there are redemptions, the effective rate of underwriting discounts and commissions paid by Bridgetown 2 and borne indirectly by its non-redeeming stockholders will be higher after taking into account proceeds used to redeem the Bridgetown 2 Shares of redeeming stockholders. For example, (i) assuming the Interim Redemption Scenario where Bridgetown 2 public shareholders would redeem 13,352,876 Class A Ordinary Shares, the effective rate of underwriting discounts and commissions paid by Bridgetown 2 will increase to 8.2% and (ii) assuming the Maximum Redemption Scenario, the effective rate of underwriting discounts and commissions paid by Bridgetown 2 will increase to 46.4%.

Q:	What are the U.S. Federal income tax consequences of the Business Combination to U.S. holders of Bridgetown 2 Shares?

Certain material U.S. federal income tax considerations that may be relevant to you in respect of the Business Combination are discussed in more detail in the section titled “Material Tax Considerations—United States Federal Income Tax Considerations.” The discussion of the U.S. federal income tax consequences contained in this proxy statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all of the U.S. federal income tax considerations that are applicable to you in respect of the Business Combination, nor does it address any tax considerations arising under U.S. state or local or non-U.S. tax laws. You are urged to consult your tax advisors regarding the tax consequences of the Business Combination.

Q:	What are the U.S. federal income tax consequences of exercising my redemption rights?

The receipt of cash by a U.S. holder of Bridgetown 2 Shares in redemption of such shares will be a taxable transaction for U.S. federal income tax purposes. Please see the section entitled “Material Tax Considerations—United States Federal Income Tax Considerations—Effects to U.S. Holders of Exercising Redemption Rights” for additional information. You are urged to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

Q:	What conditions must be satisfied to complete the Business Combination?

A:	There are a number of closing conditions to the Business Combination, including, but not limited to, the following:

•

the effectiveness of this Form F-4 and the absence of any issued or pending stop order by the SEC;

•

approval of the Business Combination Proposal by way of ordinary resolution and the Merger Proposal and the Governing Documents Proposal by way of special resolution by the Bridgetown 2 shareholders, and the approval of the Amalgamation, the Business Combination and the transactions contemplated thereby by the PropertyGuru shareholders;

•

the accuracy of certain representations and warranties made by PropertyGuru, except (subject to certain exceptions) where the failure of such representations and warranties to be accurate would not reasonably be expected to have a PropertyGuru Material Adverse Effect;

•

receipt of approval for PubCo Ordinary Shares to be listed on the NYSE, subject only to official notice of issuance;

•

no objection be raised or any such objection which has been raised be addressed such that no member or creditor of PropertyGuru or Amalgamation Sub, or other person to whom PropertyGuru or Amalgamation Sub is under an obligation, would have the ability to delay or prevent the consummation of the Business Combination; and

•

the absence of any law (whether temporary, preliminary or permanent) or governmental order then in effect and which has the effect of making the Merger Closing or the Closing illegal or which otherwise prevents or prohibits the consummation of the Merger Closing or the Closing (any of the foregoing, a “restraint”), other than any such restraint that is immaterial.

For a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Business Combination Proposal—The Business Combination Agreement.”

Q:	How many votes do I have at the Extraordinary General Meeting?

Bridgetown 2 shareholders are entitled to one vote at the Extraordinary General Meeting for each Bridgetown 2 Share held of record as of , 2021, the record date for the Extraordinary General Meeting (the “record date”). As of the close of business on the record date, there were Bridgetown 2 Shares outstanding. This includes Bridgetown 2 Class A Ordinary Shares and Bridgetown 2 Class B Ordinary Shares.

Q:	What vote is required to approve the proposals presented at the Extraordinary General Meeting?

A:	The following votes are required for each proposal at the Extraordinary General Meeting:

•

Business Combination Proposal—The approval of the Business Combination Proposal will require an ordinary resolution as defined in Bridgetown 2’s memorandum and articles of association, which means a resolution passed by a simple majority of the votes cast by those shareholders of Bridgetown 2 who, being entitled to do so, attend, in person or by proxy, and vote thereupon at the Extraordinary General Meeting.

•

Merger Proposal—The authorization of the Merger Proposal will require a special resolution, being a resolution which is passed by a majority of at least two-thirds of the votes cast by those shareholders of Bridgetown 2 who, being entitled to do so, attend, in person or by proxy, and vote thereupon at the Extraordinary General Meeting.

•

Governing Documents Proposal—The approval of the four separate proposals relating to the material differences between the Existing Bridgetown 2 Articles and the Amended PubCoArticles (which are summarized more fully in the section titled “The Governing Documents Proposal”) will require a special resolution, being the affirmative vote of the holders of at least two-thirds of the issued and outstanding Bridgetown 2 Shares entitled to vote, who attend, in person or by proxy, and vote thereupon at the Extraordinary General Meeting.

•

Adjournment Proposal—The approval of the Adjournment Proposal will require the consent of the meeting, which means a simple majority of the votes which are cast by those shareholders of Bridgetown 2 who are present, in person or by proxy, and vote thereupon at the Extraordinary General Meeting.

For purposes of the Extraordinary General Meeting, an abstention occurs when a shareholder attends the meeting and does not vote or returns a proxy with an “abstain” vote.

If you are a Bridgetown 2 shareholder that attends the Extraordinary General Meeting and fails to vote on the Business Combination, Merger, Governing Documents or Adjournment Proposals, or if you respond to

such proposals with an “abstain” vote, your failure to vote or “abstain” vote in each case will have no effect on the vote count for such proposals.

Q:	What constitutes a quorum at the Extraordinary General Meeting?

A quorum shall be present at the Extraordinary General Meeting if the holders of a majority of the issued and outstanding Bridgetown 2 Shares entitled to vote at the Extraordinary General Meeting are present in person or by proxy. If a quorum is not present within half an hour from the time appointed for the Extraordinary General Meeting to commence, the meeting shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the directors of Bridgetown 2 may determine.

As of the record date, Bridgetown 2 Shares would be required to achieve a quorum.

Q:	How do the insiders of Bridgetown 2 intend to vote on the proposals?

The Sponsor and certain directors and advisors and affiliates of Bridgetown 2 to whom the Sponsor transferred Bridgetown 2 Shares beneficially own and are entitled to vote an aggregate of approximately 20% of the outstanding Bridgetown 2 Shares. These parties are required by certain agreements to vote their securities in favor of the Business Combination Proposal, in favor of the Merger Proposal, in favor of the Governing Documents Proposal and in favor of the Adjournment Proposal, if presented at the meeting. As a result, in addition to shares held by these parties, (i) assuming all Bridgetown 2 Shares are voted, Bridgetown 2 would need 37.5% of the outstanding Bridgetown 2 Shares to vote in favor to have the Business Combination Proposal approved, 58.33% of the outstanding Bridgetown 2 Shares to vote in favor have the Merger Proposal approved and 58.33% of the outstanding Bridgetown 2 Shares to vote in favor to have the Governing Documents Proposal approved; and (ii) assuming only the minimum of Bridgetown 2 Shares representing a quorum are voted, Bridgetown 2 would need 6.25% of the outstanding Bridgetown 2 Shares to vote in favor to have the Business Combination Proposal approved, 16.67% of the outstanding Bridgetown 2 Shares to vote in favor to have the Merger Proposal approved and 16.67% of the outstanding Bridgetown 2 Shares to vote in favor have the Governing Documents Proposal approved.

Q:	What interests do Bridgetown 2’s Directors and Officers have in the Business Combination?

When considering Bridgetown 2 Board’s recommendation to vote in favor of approving the Business Combination Proposal, the Merger Proposal and the Governing Documents Proposal, Bridgetown 2 shareholders should keep in mind that the Sponsor and Bridgetown 2’s directors and executive officers, have interests in such proposals that are different from, or in addition to (and which may conflict with), those of Bridgetown 2 shareholders. These interests include, among other things, the interests listed below:

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the fact that the Sponsor and Bridgetown 2’s directors and certain other advisors of Bridgetown 2 to whom the Sponsor has transferred Bridgetown 2 Class B Ordinary Shares have agreed not to redeem any Bridgetown 2 Class B Ordinary Shares held by them in connection with a shareholder vote to approve the proposed Business Combination;

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the fact that the Sponsor paid an aggregate of $25,000 for the 7,475,000 Bridgetown 2 Class B Ordinary Shares currently owned by the Sponsor, its directors and certain other advisors and/or affiliates of the Sponsor to whom the Sponsor has transferred Bridgetown 2 Class B Ordinary Shares and such securities are expected to have a significantly higher value after the Business Combination. As of , 2021, the most recent practicable date prior to the date of this proxy statement/prospectus, the aggregate market value of these shares, if unrestricted and freely tradable, would be $ , based upon a closing price of $ per public share on Nasdaq (and will have zero value if neither this Business Combination nor any other business combination is completed on or before the Final Redemption Date);

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the fact that the Sponsor paid $6,480,000 to purchase an aggregate of 12,960,000 private placement warrants at a price of $0.50 per private placement warrant, each exercisable to purchase one Bridgetown 2 Class A Ordinary Share at $11.50, subject to adjustment, and those warrants would be worthless—and the entire $6,480,000 warrant investment would be lost—if a Business Combination is not consummated by the Final Redemption Date. Unlike many other special purpose acquisition companies, Bridgetown 2 has not issued any warrants to its public shareholders in connection with its IPO, and as such there is currently no public market for Bridgetown 2 Warrants. As of September 30, 2021, the estimated fair value of the private placement warrants was $9,460,800 (based on the unaudited condensed financial statements of Bridgetown 2 as of September 30, 2021, prepared in accordance with U.S. GAAP);

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the fact that given the very low purchase price (of $25,000 in aggregate) that the Sponsor paid for the Bridgetown 2 Class B Ordinary Shares as compared to the price of the Bridgetown 2 Shares sold in Bridgetown 2’s IPO and the substantial number of shares of PubCo Ordinary Shares that Sponsor will receive upon conversion of the Bridgetown 2 Class B Ordinary Shares in connection with the Business Combination, the Sponsor and its affiliates may earn a positive rate of return on their investment even if the PubCo Ordinary Shares trade below the price initially paid for the Bridgetown 2 Shares in the Bridgetown 2 IPO and the Bridgetown 2 public shareholders experience a negative rate of return following the completion of the Business Combination;

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the fact that the Sponsor, Bridgetown 2’s directors and certain advisors of Bridgetown 2 to whom the Sponsor has transferred Bridgetown 2 Shares have agreed to waive their rights to liquidating distributions from the trust account with respect to any Bridgetown 2 Shares (other than public shares) held by them if Bridgetown 2 fails to complete an initial business combination by the Final Redemption Date. As a result of waiving liquidating distributions, if Bridgetown 2 fails to complete an initial business combination by the Final Redemption Date, the Sponsor would lose $6,480,000 for the purchase of private placement warrants, and $25,000 for the purchase of the Bridgetown 2 Class B Ordinary Shares, and members of Bridgetown 2’s management team would not incur any loss of investment as the Bridgetown 2 Class B Ordinary Shares held by them were transferred to them by the Sponsor for no consideration;

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the fact that Bridgetown 2’s directors and certain advisors of Bridgetown 2 to whom the Sponsor has transferred Bridgetown 2 Shares have agreed to waive their redemption rights with respect to the Bridgetown 2 Shares (other than public shares) held by them for no consideration;

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the fact that pursuant to the Registration Rights Agreement, the Sponsor can demand that PubCo register its registrable securities under certain circumstances and will also have piggyback registration rights for these securities in connection with certain registrations of securities that PubCo undertakes;

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the continued indemnification of Bridgetown 2’s directors and officers and the continuation of Bridgetown 2’s directors’ and officers’ liability insurance after the Business Combination (i.e. a “tail policy”);

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the fact that the Sponsor and Bridgetown 2’s officers and directors and certain advisors of Bridgetown 2 to whom the Sponsor has transferred Bridgetown 2 Shares will lose their entire investment in Bridgetown 2 and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by the Final Redemption Date;

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the fact that the total value of loans and advances due by Bridgetown 2 to the Sponsor as of September 30, 2021 is the sum of a promissory note in the amount of $300,000 and relevant out-of-pocket expenses currently estimated at approximately $3.4 million paid or to be paid in connection with the Business Combination, which would be reimbursed upon Bridgetown 2’s completion of an initial business combination;

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the fact that if the trust account is liquidated, including in the event Bridgetown 2 is unable to complete an initial business combination by the Final Redemption Date, the Sponsor has agreed to

indemnify Bridgetown 2 to ensure that the proceeds in the trust account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which Bridgetown 2 has entered into a letter of intent, confidentiality or other similar agreement or a business combination agreement or claims of any third party for services rendered or products sold to Bridgetown 2, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the trust account; and

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the fact that the Sponsor (including its representatives and affiliates) and Bridgetown 2’s directors and officers, are, or may in the future become, affiliated with entities that are engaged in a similar business to Bridgetown 2. For example, in October 2020, affiliates of the Sponsor and Bridgetown 2’s officers launched another blank check company, Bridgetown 1, which has the same directors and officers as Bridgetown 2. Affiliates of the Sponsor and Bridgetown 2’s officers are also in the process of launching another blank check company, Bridgetown 3, which has some of the same directors and the same chief executive officer as Bridgetown 2. The Sponsor and Bridgetown 2’s directors and officers are not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to completing the Business Combination. Accordingly, if any of Bridgetown 2’s officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then current fiduciary or contractual obligations (including Bridgetown 1 and Bridgetown 3), he or she will honor his or her fiduciary or contractual obligations to present such Business Combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law.

Q:	I am a Bridgetown 2 shareholder. Do I have redemption rights?

Yes. Pursuant to the Existing Bridgetown 2 Articles, in connection with the completion of the Business Combination, holders of Bridgetown 2 Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the Existing Bridgetown 2 Articles. For illustrative purposes, as of September 1, 2021, this would have amounted to approximately $10.00 per share less any owed but unpaid taxes on the funds in the trust account. There are currently no owed but unpaid income taxes on the funds in the trust account. However, the proceeds deposited in the trust account could become subject to the claims of Bridgetown 2’s creditors, if any, which would have priority over the claims of Bridgetown 2 shareholders. Therefore, the per share distribution from the trust account in such a situation may be less than originally expected due to such claims. It is expected that the funds to be distributed to Bridgetown 2 shareholders electing to redeem their shares shall be distributed promptly after the consummation of the Business Combination. If a holder exercises its redemption rights, then such holder shall be exchanging its Bridgetown 2 Shares for cash. Such a holder shall be entitled to receive cash for its Bridgetown 2 Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to Bridgetown 2’s transfer agent, Continental, two business days prior to the Extraordinary General Meeting. A holder of Bridgetown 2 Shares, together with any affiliate of such holder and any person with whom such holder is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act), may not seek to have more than 15% of the aggregate shares redeemed without the consent of Bridgetown 2. The Existing Bridgetown 2 Articles provide that the Business Combination shall not be consummated if, upon the consummation of the Business Combination, Bridgetown 2 does not have at least $5,000,001 in net tangible assets after giving effect to the payment of amounts that Bridgetown 2 shall be required to pay to redeeming shareholders upon consummation of the Business Combination. See the section titled “Extraordinary General Meeting of Bridgetown 2 Shareholders—Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Q:	Will how I vote affect my ability to exercise redemption rights?

A:	No. You may exercise your redemption rights regardless of whether you vote or, if you vote, irrespective of whether you vote “FOR” or “AGAINST” the Business Combination Proposal, the Merger Proposal, the

Governing Documents Proposal or the Adjournment Proposal. As a result, the Business Combination Agreement can be approved by shareholders who shall redeem their shares and no longer remain shareholders, leaving shareholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market for its stock, fewer shareholders and the potential inability to meet the NYSE listing standards. See also “What shall be the relative equity stakes of Bridgetown 2 shareholders, the PropertyGuru shareholders and the PIPE Investors in PubCo upon completion of the Business Combination?”

Q:	How do I exercise my redemption rights?

A:	If you are a Bridgetown 2 shareholder and wish to exercise your right to have your Bridgetown 2 Shares redeemed, you must:

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submit a written request to Continental, Bridgetown 2’s transfer agent, in which you (i) request that Bridgetown 2 redeem all or a portion of your Bridgetown 2 Shares for cash and (ii) identify yourself as the beneficial holder of the Bridgetown 2 Shares and provide your legal name, phone number and address; and

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deliver your share certificates (if any) and other redemption forms (as applicable) to Continental, Bridgetown 2’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

Holders must complete the procedures for electing to redeem their shares in the manner described above prior to on , 2021, two business days before the scheduled Extraordinary General Meeting in order for their shares to be redeemed.

The address of Continental, Bridgetown 2’s transfer agent, is listed under the question “Who can help answer my questions?” below.

If a public Bridgetown 2 shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its share certificates (if any) and other redemption forms (as applicable) to Continental, Bridgetown 2 will redeem such public shares for a per share price, payable in cash, equal to the pro rata portion of the amount on deposit in the trust account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account and not previously released to Bridgetown 2. For illustrative purposes, as of September 1, 2021, this would have amounted to approximately $10.00 per issued and outstanding share less any owed but unpaid taxes on the funds in the trust account. There are currently no owed but unpaid income taxes on the funds in the trust account. However, the proceeds deposited in the trust account could become subject to the claims of Bridgetown 2’s creditors, if any, which would have priority over the claims of Bridgetown 2 shareholders. Therefore, the per share distribution from the trust account in such a situation may be less than originally expected due to such claims. It is expected that the funds to be distributed to Bridgetown 2 shareholders electing to redeem their shares shall be distributed promptly after the consummation of the Business Combination.

If you exercise your redemption rights, then you shall be exchanging your Bridgetown 2 Shares share certificates (if any) for cash and shall not be entitled to PubCo Ordinary Shares upon consummation of the Business Combination.

See the section titled “Extraordinary General Meeting of Bridgetown 2 Shareholders—Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Q:	What happens if a substantial number of Bridgetown 2 shareholders vote in favor of the Business Combination Proposal, the Merger Proposal and the Governing Documents Proposal and exercise their redemption rights?

Bridgetown 2 shareholders may vote in favor of the Business Combination, the Merger Proposal and the Governing Documents Proposal and exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of Bridgetown 2 shareholders are substantially reduced as a result of redemption by Bridgetown 2 shareholders. The Existing Bridgetown 2 Articles provide that the Business Combination shall not be consummated if, upon the consummation of the Business Combination, Bridgetown 2 does not have at least $5,000,001 in net tangible assets after giving effect to the payment of amounts that Bridgetown 2 shall be required to pay to redeeming shareholders upon consummation of the Business Combination. However, pursuant to the Sponsor Support Agreement, the Sponsor has agreed not to redeem its shares. In the event of significant redemptions, with fewer shares and fewer Bridgetown 2 shareholders, the trading market for PubCo Ordinary Shares may be less liquid than the market for Bridgetown 2 Shares was prior to the Business Combination. In addition, in the event of significant redemptions, PubCo may not be able to meet the NYSE listing standards. It is a condition to consummation of the Business Combination in the Business Combination Agreement that the PubCo Ordinary Shares to be issued in connection with the Business Combination shall have been approved for listing on the NYSE, subject only to official notice of issuance thereof. PubCo and Bridgetown 2 have certain obligations in the Business Combination Agreement to use reasonable best efforts in connection with the Business Combination, including with respect to satisfying the NYSE listing condition.

Q:	Do I have appraisal or dissenters’ rights if I object to the proposed Business Combination?

Public Bridgetown 2 shareholders who hold Bridgetown 2 Class A Ordinary Shares do not have appraisal or dissenters’ rights in connection with the Business Combination under the laws of the Cayman Islands. Although under the Cayman Islands Companies Act, shareholders of a Cayman Islands company ordinarily have dissenters’ rights with respect to a merger, dissenters’ rights will not be available under the Cayman Islands Companies Act in respect of Bridgetown 2 Class A Ordinary Shares if an open market for such class of shares exists on a recognized stock exchange (which includes Nasdaq and NYSE) for a specified period after the Merger is authorized. Under the terms of the Business Combination Agreement, if any Bridgetown 2 shareholder gives written objection to the Merger pursuant to the Cayman Islands Companies Act, the closing of the Merger may be deferred until such specified period has elapsed. Therefore, no dissenters’ rights will be available under the Merger in respect of the Bridgetown 2 Class A Ordinary Shares; however, holders have a redemption right as further described in this proxy statement/prospectus. See “Extraordinary General Meeting of Bridgetown 2 Shareholders—Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Q:	What happens to the funds deposited in the trust account after consummation of the Business Combination?

Of the net proceeds of Bridgetown 2’s IPO (including the net proceeds of the underwriters’ exercise of their over-allotment option) and simultaneous private placements, a total of $299 million was placed in the trust account immediately following the IPO. After consummation of the Business Combination, the funds in the trust account shall be released to pay holders of the Bridgetown 2 Shares who exercise redemption rights and to pay fees and expenses incurred in connection with the Business Combination with PropertyGuru (including fees of an aggregate of approximately $8,715,000 to certain underwriters in connection with the IPO). Any remaining funds shall remain on the balance sheet of PubCo after Closing in order to fund PropertyGuru’s existing operations and support new and existing growth initiatives.

Q:	What happens if the Business Combination is not consummated?

If Bridgetown 2 does not complete the Business Combination with PropertyGuru (or another initial business combination) by January 28, 2023 (or such later date as may be approved by Bridgetown 2 shareholders) (such date the “Final Redemption Date”), Bridgetown 2 must redeem 100% of the public shares, at a per-share price, payable in cash, equal to the amount then held in the trust account (net of taxes payable and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then-outstanding public shares.

Q:	When do you expect the Business Combination to be completed?

The Business Combination is expected to be consummated promptly following the satisfaction, or waiver, of the conditions precedent to Closing set forth in the Business Combination Agreement, including the approval of the Business Combination Proposal, the Merger Proposal and the Governing Documents Proposal by the holders of Bridgetown 2 Shares. For a description of the conditions for the completion of the Business Combination, see the section entitled “The Business Combination Proposal—The Business Combination Agreement—Conditions to Closing.” However, there can be no assurance that such conditions will be satisfied or waived or that the Business Combination will occur.

Q:	What else do I need to do now?

Bridgetown 2 urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination shall affect you as a shareholder of Bridgetown 2. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q:	How do I attend the Extraordinary General Meeting?

The Extraordinary General Meeting shall be held at AM time, on , 2021 at and virtually at . If you are a holder of record of Bridgetown 2 Shares on the record date, you shall be able to attend the Extraordinary General Meeting online and vote during the Extraordinary General Meeting and examine the list of holders of record of Bridgetown 2 Shares by visiting and entering the control number on your proxy card, voting instruction form or notice included in your proxy materials. You may also attend the meeting telephonically by dialing . The passcode for telephone access is #, but please note that you will not be able to vote or ask questions if you choose to participate telephonically.

Q:	How do I vote?

A:	If you are a holder of record of Bridgetown 2 Shares on the record date, you may vote remotely at the Extraordinary General Meeting or by submitting a proxy for the Extraordinary General Meeting. The

Extraordinary General Meeting shall be held at AM time, on , 2021 at and virtually via live webcast at . You shall be able to attend the Extraordinary General Meeting online and vote during the Extraordinary General Meeting by visiting and entering the control number on your proxy card, voting instruction form or notice included in your proxy materials. Please note that you will not be able to vote or ask questions if you choose to participate telephonically. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote remotely, obtain a proxy from your broker, bank or nominee and a control number from Continental, available once you have received your proxy by emailing proxy@continentalstock.com.

Q:	If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

No. As disclosed in this proxy statement/prospectus, your broker, bank or nominee cannot vote your shares on the Business Combination Proposal, the Merger Proposal or the Governing Documents Proposal unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. If you are a Bridgetown 2 shareholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Business Combination Proposal, the Merger Proposal, the Governing Documents Proposal or the Adjournment Proposal. Such abstentions and broker non-votes will have no effect on the vote count for any of the Proposals.

Q:	May I change my vote after I have mailed my signed proxy card?

Yes. Shareholders may send a later-dated, signed proxy card to Continental at the address set forth below so that it is received by Continental prior to the vote at the Extraordinary General Meeting or attend the Extraordinary General Meeting by visiting , entering the control number on your proxy card and voting. Shareholders may also revoke their proxy by sending a notice of revocation to Continental, which must be received by Continental prior to the vote at the Extraordinary General Meeting.

Q:	What happens if I fail to take any action with respect to the Extraordinary General Meeting?

If you fail to take any action with respect to the Extraordinary General Meeting (or the related redemption of your shares) and the Business Combination is approved by shareholders and consummated, you shall become a shareholder of PubCo. If you fail to take any action with respect to the Extraordinary General Meeting and the Business Combination is not approved, you shall continue to be a shareholder of Bridgetown 2.

Q:	What should I do if I receive more than one set of voting materials?

Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you shall receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you shall receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Bridgetown 2 Shares.

Q:	What happens if I sell my Bridgetown 2 Shares before the Extraordinary General Meeting?

The record date for the Extraordinary General Meeting is earlier than the date of the Extraordinary General Meeting and earlier than the date the Business Combination is expected to be completed. If you transfer your shares after the applicable record date, but before the Extraordinary General Meeting date, unless you grant a proxy to the transferee, you shall retain your right to vote at the Extraordinary General Meeting.

Q:	Who will solicit and pay the cost of soliciting proxies for the Extraordinary General Meeting?

Bridgetown 2 will pay the cost of soliciting proxies for the Extraordinary General Meeting. Bridgetown 2 has engaged Morrow Sodali LLC (“Morrow”) to assist in the solicitation of proxies for the Extraordinary General Meeting. Bridgetown 2 has agreed to pay Morrow a fixed fee of $35,000, plus disbursements, and to pay $6.50 for each holder’s proxy solicited by Morrow, to reimburse Morrow for its reasonable and documented costs and expenses and to indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. Bridgetown 2 will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Bridgetown 2 Shares for their expenses in forwarding soliciting materials to beneficial owners of Bridgetown 2 Shares and in obtaining voting instructions from those owners. Bridgetown 2’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:	Where can I find the voting results of the extraordinary general meeting?

A:	The preliminary voting results will be announced at the extraordinary general meeting. Bridgetown 2 will publish final voting results of the Extraordinary General Meeting in a Current Report on Form 8-K within four business days after the Extraordinary General Meeting.

Q:	Who can help answer my questions?

A:	If you have questions about the proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact Bridgetown 2’s proxy solicitor as follows:

Morrow Sodali LLC 470 West Avenue Stamford, CT 06902 USA

Individuals call toll-free (tolls apply if calling from outside the United States): +1 (800) 662-5200 Banks and brokers call: +1 (203) 658-9400 Email: BTNB.info@investor.morrowsodali.com

To obtain timely delivery, shareholders must request the materials no later than , 2021, or five business days prior to the Extraordinary General Meeting.

You may also obtain additional information about Bridgetown 2 from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you are a holder of Bridgetown 2 Shares and you intend to seek redemption of your shares, you shall need to deliver your shares (either physically or electronically) to Bridgetown 2’s transfer agent at the address below at least two business days prior to the Extraordinary General Meeting. If you have questions regarding the certification of your position or delivery of your shares for redemption, please contact Bridgetown 2’s transfer agent as follows:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30^th Floor

New York, NY 10004

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Extraordinary General Meeting, including the Business Combination, you should read this entire document carefully, including the Business Combination Agreement attached as Annex A to this proxy statement/prospectus. The Business Combination Agreement is the legal document that governs the Business Combination and the other transactions that shall be undertaken in connection with the Business Combination. It is also described in detail in this proxy statement/prospectus in the section entitled “The Business Combination Proposal—The Business Combination Agreement.”

The Parties to the Business Combination

PropertyGuru

PropertyGuru is the leading PropTech company in Southeast Asia, with leading Engagement Market Shares in Singapore, Vietnam, Malaysia and Thailand, based on SimilarWeb data between January 2021 and June 2021. PropertyGuru strives to be the trusted advisor to every person seeking property by making finding a home as straightforward, transparent and efficient as possible. PropertyGuru’s platforms provide: (1) online property listings to match buyers, sellers, tenants and landlords; (2) digital, marketing and sales process automation software services for developers; (3) a mortgage marketplace and brokerage; and (4) a data-provision business for consumers, agents, developers and banks.

PropertyGuru is a Singapore private company limited by shares. The mailing address of PropertyGuru’s principal executive office is Paya Lebar Quarter, 1 Paya Lebar Link, #12-01/04, Singapore 408533, and its phone number is +65 6238 5971. PropertyGuru’s corporate website address is www.propertygurugroup.com. The information contained on, or that can be accessed through, PropertyGuru’s website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus. After the consummation of the Business Combination, PropertyGuru will become a wholly-owned subsidiary of PubCo.

Bridgetown 2

Bridgetown 2 is a blank check company incorporated on June 24, 2020, as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. Based on its business activities, Bridgetown 2 is a “shell company,” as defined under the Exchange Act, because it has no operations and nominal assets consisting almost entirely of cash.

Before the completion of an initial business combination, any vacancy on the board of directors of Bridgetown 2 may be filled by a nominee chosen by holders of a majority of its founder shares. In addition, before the completion of an initial business combination, holders of a majority of Bridgetown 2’s founder shares may remove a member of the board of directors for any reason.

On January 28, 2021, Bridgetown 2 consummated its initial public offering of 29,900,000 Class A Ordinary Shares, including the exercise in full of the underwriters 45-day option to purchase up to an additional 3,900,000 Class A Ordinary Shares, at $10.00 per Class A Ordinary Share, and a private placement with the Sponsor of 12,960,000 warrants to the Sponsor at a purchase price of $0.50 per private placement warrant.

Following the closing of Bridgetown 2’s initial public offering, an amount equal to $299 million of the net proceeds from its initial public offering and the sale of the private placement warrants was placed in the trust

account. The trust account may be invested only in U.S. government treasury bills with a maturity of 180 days or less or in money market funds investing solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government obligations. As of June 30, 2021, funds in the trust account totaled $299,007,509. Except with respect to interest earned on the funds in the trust account that may be released to pay income taxes, the funds held in the trust account will not be released from the trust account (i) to Bridgetown 2, until the completion of its initial business combination, or (ii) to public Bridgetown 2 shareholders, until the earliest of (a) the completion of Bridgetown 2’s initial business combination, and then only in connection with those Bridgetown 2 Shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Existing Bridgetown 2 Articles (A) to modify the substance or timing of Bridgetown 2’s obligation to provide holders of Bridgetown 2 Shares the right to have their shares redeemed in connection with Bridgetown 2’s initial business combination or to redeem 100% of Bridgetown 2’s public shares if Bridgetown 2 does not complete its initial business combination by January 28, 2023 (or such later date as may be approved by Bridgetown 2 shareholders) (such date the “Final Redemption Date”) or (B) with respect to any other provision relating to the rights of holders of Bridgetown 2 Shares, and (c) the redemption of Bridgetown 2’s public shares if it has not consummated its business combination by the Final Redemption Date, subject to applicable law.

Bridgetown 2 Class A Ordinary Shares are traded on Nasdaq under the symbol “BTNB”.

Bridgetown 2’s principal executive office is located at c/o 38/F Champion Tower, 3 Garden Road, Central, Hong Kong, and its telephone number is +852 2514 8888. Bridgetown 2’s corporate website address is https://www.bridgetownholdings.co/. Bridgetown 2’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.

PubCo

Immediately following the Business Combination, PubCo is expected to qualify as a foreign private issuer as defined in Rule 3b-4 under the Exchange Act. PubCo was incorporated on July 14, 2021, solely for the purpose of effectuating the Business Combination described herein. PubCo was incorporated under the laws of the Cayman Islands as an exempted company limited by shares. PubCo does not own any material assets and does not operate any business.

As of the consummation of the Business Combination, the number of directors of PubCo will be increased to nine, four of whom shall be independent directors. After the consummation of the Business Combination, the mailing address of PubCo will be Paya Lebar Quarter, 1 Paya Lebar Link, #12-01/04, Singapore 408533. After the consummation of the Business Combination, PubCo will become the continuing public company.

The Business Combination Proposal

On July 23, 2021, Bridgetown 2, PubCo, Amalgamation Sub and PropertyGuru entered into the Business Combination Agreement, pursuant to which, subject to the terms and conditions set forth therein, (i) Bridgetown 2 shall merge with and into PubCo, with PubCo being the surviving company and (ii) following the Merger, Amalgamation Sub shall amalgamate with PropertyGuru, with PropertyGuru being the surviving company and a wholly-owned subsidiary of PubCo. Capitalized terms in this summary of the Business Combination Proposal not otherwise defined in this proxy statement/prospectus shall have the meanings ascribed to them in the Business Combination Agreement.

The Merger

As a result of the Merger, at the Merger Effective Time, (i) all the property, rights, privileges, powers and franchises, liabilities and duties of Bridgetown 2 and PubCo shall vest in and become the assets and liabilities of PubCo as the surviving company and the separate corporate existence of Bridgetown 2 shall cease to exist, (ii) each issued and outstanding security of Bridgetown 2 immediately prior to the Merger Effective Time shall be canceled in exchange for or converted into securities of PubCo as set out below, and (iii) PubCo’s memorandum and articles of association shall be amended and restated to read in their entirety in the form attached as Exhibit C to the Business Combination Agreement.

Subject to the terms and conditions of the Business Combination Agreement, at the Merger Effective Time:

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each (i) Bridgetown 2 Class A Ordinary Share issued and outstanding immediately prior to the Merger Effective Time shall be canceled in exchange for the right to receive one PubCo Ordinary Share, and each (ii) Bridgetown 2 Class B Ordinary Share issued and outstanding immediately prior to the Merger Effective Time shall be canceled in exchange for the right to receive one PubCo Ordinary Share;

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each Bridgetown 2 Warrant outstanding immediately prior to the Merger Effective Time shall cease to be a warrant with respect to Bridgetown 2 Shares and be assumed by PubCo and converted into a warrant of PubCo to purchase one PubCo Ordinary Share, subject to substantially the same terms and conditions prior to the Merger Effective Time in accordance with the provisions of the Amended and Restated Assignment, Assumption and Amendment Agreement; and

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if there are any Bridgetown 2 Shares that are owned by Bridgetown 2 as treasury shares or owned by any direct or indirect subsidiary of Bridgetown 2 immediately prior to the Merger Effective Time, such Bridgetown 2 Shares shall be canceled for no consideration.

For more information on the Merger and the Merger Proposal, see the sections titled “The Business Combination Proposal—The Business Combination Agreement—General Description of the Business Combination Transactions—The Merger” and “The Merger Proposal.”

The Amalgamation

Following the Merger, subject to the terms and conditions set forth in the Business Combination Agreement, as a result of the Amalgamation, at the Amalgamation Effective Time (i) each issued and outstanding security of PropertyGuru immediately prior to the Amalgamation Effective Time shall be canceled in exchange for or converted into securities of PubCo as set out below, (ii) each share of Amalgamation Sub issued and outstanding immediately prior to the Amalgamation Effective Time shall automatically be converted into one ordinary share of the surviving company and (iii) the board of directors and officers of Amalgamation Sub shall cease to hold office, and the board of directors and officers of PropertyGuru shall be as determined by PropertyGuru and (iv) PubCo’s constitution shall be the constitution set out in the amalgamation proposal to be lodged with ACRA (the “Amalgamation Proposal”), until thereafter amended as provided therein and under the Singapore Companies Act.

Subject to the terms and conditions of the Business Combination Agreement, at the Amalgamation Effective Time:

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each PropertyGuru Share issued and outstanding immediately prior to the Amalgamation Effective Time shall be canceled in exchange for the right to receive such number of newly issued PubCo Ordinary Shares that is equal to the Exchange Ratio;

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separately from the Amalgamation but as of the Amalgamation Effective Time, each PropertyGuru Restricted Stock Unit Award outstanding immediately prior to the Amalgamation Effective Time shall

be assumed by PubCo and converted into an award of restricted share units of PubCo representing the right to receive PubCo Ordinary Shares equal to (i) the number of PropertyGuru Shares subject to the PropertyGuru Restricted Stock award immediately before the Amalgamation Effective Time multiplied by (ii) the Exchange Ratio (such product rounded down to the nearest whole number), and otherwise, shall be subject to substantially the same terms and conditions as were applicable to such PropertyGuru Restricted Stock Unit Award immediately prior to the Amalgamation Effective Time;

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separately from the Amalgamation but as of the Amalgamation Effective Time, each PropertyGuru Option outstanding immediately prior to the Amalgamation Effective Time, whether vested or unvested, shall be automatically assumed by PubCo and converted into an option of PubCo to purchase PubCo Ordinary Shares. Each assumed PropertyGuru Option shall be subject to substantially the same terms and conditions as were applicable to such PropertyGuru Option immediately prior to the Amalgamation Effective Time, except that (A) each assumed PropertyGuru Option shall be exercisable for that number of PubCo Ordinary Shares equal to (i) the number of PropertyGuru Shares subject to such PropertyGuru Option immediately prior to the Amalgamation Effective Time multiplied by (ii) the Exchange Ratio (such product rounded down to the nearest whole number), and (B) the per share exercise price for each PubCo Ordinary Share issuable upon exercise of the assumed PropertyGuru Option shall be equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (y) the exercise price per PropertyGuru Share immediately prior to the Amalgamation Effective Time by (z) the Exchange Ratio, subject to certain conditions;

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separately from the Amalgamation but as of the Amalgamation Effective Time, all PropertyGuru Warrants outstanding immediately prior to the Amalgamation Effective Time shall cease to be warrants with respect to PropertyGuru Shares and be assumed by PubCo and converted into a warrant to be issued by PubCo to purchase 4,043,411 PubCo Ordinary Shares at a price of $6.92 per share, subject to certain adjustments set forth in the Novation, Assumption and Amendment Agreement;

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each Amalgamation Sub share issued and outstanding immediately prior to the Amalgamation Effective Time shall be automatically converted pursuant to the Amalgamation into one ordinary share of the surviving company and, accordingly, PubCo shall become, pursuant to the Amalgamation, the holder of all PropertyGuru Shares.

For more information on the Amalgamation and the Business Combination Proposal, see the section titled “The Business Combination Proposal—The Business Combination Agreement—General Description of the Business Combination Transactions—The Amalgamation.”

Conditions to Closing

In addition to the approval of the Business Combination Proposal, the Merger Proposal and the Governing Documents Proposal, unless waived by the parties to the Business Combination Agreement, the closing of the Business Combination is subject to a number of conditions set forth in the Business Combination Agreement. For more information about the closing conditions to the Business Combination, see the section titled “The Business Combination Proposal—The Business Combination Agreement—Conditions to Closing.”

Related Agreements

PIPE Financing (Private Placement)

Substantially concurrently with the execution of the Business Combination Agreement, (i) PubCo, Bridgetown 2 and the PIPE Investors entered into PIPE Subscription Agreements pursuant to which the PIPE Investors have committed to subscribe for and purchase, in the aggregate, 13,193,068 PubCo Ordinary Shares for $10 per share, for an aggregate purchase price equal to $131,930,680, which includes REA’s $20.0 million

subscription in the PIPE Investment and an additional $31.9 million equity investment in PubCo by REA relating to REA’s existing call option to acquire additional shares in PropertyGuru. For more information, see the section titled “The Business Combination Proposal—Related Agreements.” BofA Securities, Citigroup, KCMA (an affiliate of KKR) and TPG Capital (an affiliate of the TPG Investor Entities) acted as placement agents to Bridgetown 2 in connection with the PIPE financing pursuant to the PIPE Subscription Agreements.

PropertyGuru Voting, Support and Lock-Up Agreement

Concurrently with the execution of the Business Combination Agreement, Bridgetown 2, PubCo, PropertyGuru and certain shareholders of PropertyGuru entered into a voting support and lock-up agreement (the “PropertyGuru Shareholder Support Agreement”). For more information, see the section titled “The Business Combination Proposal—Related Agreements.”

Sponsor Support and Lock-Up Agreement

Concurrently with the execution of the Business Combination Agreement, Bridgetown 2, the Sponsor, PubCo and PropertyGuru entered into a voting support and lock-up agreement “Sponsor Support Agreement”). For more information, see the section titled “The Business Combination Proposal—Related Agreements.”

Registration Rights Agreement

Concurrently with the execution of the Business Combination Agreement, Bridgetown 2, PubCo, the Sponsor, certain directors and advisors of Bridgetown 2 to whom the Sponsor has transferred Bridgetown 2 Shares, certain shareholders of Bridgetown 2 affiliated with the Sponsor, and certain shareholders of PropertyGuru (the “PropertyGuru Holders”) entered into a registration rights agreement (the “Registration Rights Agreement”), to be effective upon the closing of the Business Combination pursuant to which, among other things, PubCo will agree to undertake certain resale shelf registration obligations in accordance with the U.S. Securities Act of 1933, as amended (the “Securities Act”) and the Sponsor and certain PropertyGuru Holders have been granted certain demand and piggyback registration rights. Additionally, PubCo may enter into other registration rights agreements from time to time. See “Shares Eligible for Future Sale—Registration Rights.”

Amended and Restated Assignment, Assumption and Amendment Agreement

Concurrently with the execution of the Business Combination Agreement, Bridgetown 2, PubCo and Continental Stock Transfer & Trust Company (“Continental”) entered into the Assignment, Assumption and Amendment Agreement and amended the Existing Warrant Agreement, pursuant to which, among other things, Bridgetown 2 assigned all of its rights, interests and obligations in the Existing Warrant Agreement to PubCo effective upon the Merger Closing, and PubCo assumed the warrants provided for under the Existing Warrant Agreement. This agreement was amended by the Amended and Restated Assignment, Assumption and Amendment Agreement on December 1, 2021 to remove Continental as a party.

Novation, Assumption and Amendment Agreement

Concurrently with the execution of the Business Combination Agreement, PropertyGuru, PubCo and KKR Investor entered into the Novation, Assumption and Amendment Agreement and amended the PropertyGuru Warrant Instrument, pursuant to which, among other things, PubCo assumed all of PropertyGuru’s obligations and responsibilities pursuant to or in connection with the PropertyGuru Warrant Instrument.

For more information, see the section titled “The Business Combination Proposal—Related Agreements.”

Bridgetown 2’s Board of Directors’ Reasons for the Approval of the Business Combination

Bridgetown 2 was formed to complete a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more business entities. As described above, the Bridgetown 2 Board (the “Bridgetown 2 Board”) sought to do so by using the networks and industry experience of both the Sponsor, the Bridgetown 2 Board, and Bridgetown 2 management to identify and acquire one or more businesses.

In evaluating the transaction with PropertyGuru, the Bridgetown 2 Board consulted with its legal counsel and accounting and other advisors and considered a number of factors. In particular, the Bridgetown 2 Board considered, among other things, the following factors, although not weighted or in any order of significance:

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PropertyGuru satisfies a number of acquisition criteria that Bridgetown 2 had established to evaluate prospective business combination targets. The Bridgetown 2 Board determined that PropertyGuru satisfies a number of the criteria and guidelines that Bridgetown 2 established at its initial public offering, including (i) operating in a large and growing total-addressable market, (ii) having leading market positions in respective industries and markets, (iii) having potential to deliver sustainable long-term top-line growth, (iv) operating in Southeast Asia and (v) providing an opportunity to partner with a world-class management team capable of scaling a business around the globe.

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Favorable Prospects for Future Growth and Financial Performance. Current information and forecast projections from Bridgetown 2 and PropertyGuru’s management are favorable regarding (i) PropertyGuru’s business, prospects, financial condition, operations, technology, products, offerings, management, competitive position, and strategic business goals and objectives, (ii) general economic, industry, regulatory, and financial market conditions, and (iii) opportunities and competitive factors within PropertyGuru’s industry.

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Large and Growing Total-Addressable Market. Southeast Asia is one of the fastest growing digital economies in the world, with a population approximately twice the size of the United States.

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Compelling Valuation. The implied pro forma enterprise value in connection with the Business Combination of approximately $1.35 billion, which the Bridgetown 2 Board believes represents an attractive valuation relative to selected comparable companies in analogous PropTech markets, including REA Group, Rightmove and Scout24. The public trading market valuations of these comparable companies implied 2022 projected multiples of enterprise value to sales of 18.3x, 18.0x and 14.1x, respectively, based on publicly available market data as of June 25, 2021. While there is no direct comparable company with leading market share across Southeast Asia, the Bridgetown 2 Board focused most closely on REA Group and Scout24 for the comparable companies analysis (to the exclusion of other companies which were comparable on a segment-only basis) because REA Group and Scout24 are leading platforms with similar operating profiles within the global PropTech landscape. Given PropertyGuru’s overall 2022 projected multiples of enterprise value to sales (12.4x) was in line with REA Group (18.3x) and Scout24 (14.1x) despite being projected to grow faster, the Bridgetown 2 Board believed the comparable companies analysis supported the valuation; however, given that none of the selected companies is exactly the same as PropertyGuru, the Bridgetown 2 Board believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the comparable companies analysis. Accordingly, the Bridgetown 2 Board also made qualitative judgments, based on its experience and judgment, concerning differences between the operational, business and financial characteristics of PropertyGuru and the selected companies that could affect the public trading values of each in order to provide a more holistic context in which to consider the results of the quantitative analysis.

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Best Available Opportunity. The Bridgetown 2 Board determined, after a thorough review of other business combination opportunities reasonably available to Bridgetown 2, that the proposed Business

Combination represents the best potential business combination for Bridgetown 2 based upon the process utilized to evaluate and assess other potential acquisition targets, and the Bridgetown 2 Board’s belief that such processes had not presented a better alternative.

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Experienced, Proven, and Committed Management Team. The Bridgetown 2 Board considered the fact that PubCo will be led by PropertyGuru’s existing management team, which has a proven track record of operational excellence, financial performance, growth, and innovation.

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Continued Significant Ownership by PropertyGuru Existing Shareholders. The Bridgetown 2 Board considered that PropertyGuru’s existing equity holders would be receiving a significant number of PubCo Ordinary Shares in the proposed Business Combination and that certain PropertyGuru shareholders are “rolling over” their existing equity interests of PropertyGuru into equity interests in PubCo and are also agreeing to be subject to a “lock-up” of 180 days following the Closing. The current PropertyGuru shareholders are expected to hold approximately 71.6% of the pro forma ownership of the combined company after Closing, assuming none of Bridgetown 2’s public shareholders exercise their redemption rights in connection with the Business Combination and excluding REA’s $20.0 million subscription in the PIPE Investment and an additional $31.9 million equity investment in PubCo by REA relating to REA’s existing call option to acquire additional shares in PropertyGuru. If the actual facts are different from these assumptions, the percentage ownership retained by PropertyGuru’s existing shareholders in the combined company will be different.

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PIPE Financing Success. The success of the PIPE financing process, to which sophisticated third-party investors subscribed.

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Likelihood of Closing the Business Combination. The Bridgetown 2 Board’s belief that an acquisition by Bridgetown 2 has a reasonable likelihood of closing without potential issues under applicable antitrust and competition laws and without potential issues from any regulatory authorities.

For a more complete description of Bridgetown 2 Board’s reasons for approving the Business Combination, including other factors and risks considered by the Bridgetown 2 Board, see the section entitled “The Business Combination Proposal—Bridgetown 2’s Board of Directors’ Reasons for the Approval of the Business Combination.”

The Merger Proposal

The shareholders of Bridgetown 2 will vote on a separate proposal to authorize the Merger by way of a special resolution under the Cayman Islands Companies Act. Please see the section entitled “The Merger Proposal.”

The Governing Documents Proposal

The shareholders of Bridgetown 2 will vote on four separate proposals relating to the material differences between the Existing Bridgetown 2 Articles and the Amended PubCo Articles. Please see the section entitled “The Governing Documents Proposal.”

The Adjournment Proposal

If, based on the tabulated vote, there are insufficient votes at the time of the Extraordinary General Meeting to authorize Bridgetown 2 to consummate the Merger or the Business Combination, Bridgetown 2’s board of directors may (and Bridgetown 2 is required under the Business Combination Agreement to) submit a proposal to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation of proxies. Please see the section entitled “The Adjournment Proposal.”

Date, Time and Place of Extraordinary General Meeting of Bridgetown 2 shareholders

The Extraordinary General Meeting of the shareholders of Bridgetown 2 shall be held at AM, time, on , 2021 at and virtually via live webcast at to consider and vote upon the Business Combination Proposal, the Merger Proposal, the Governing Documents Proposal and if necessary, the Adjournment Proposal.

Voting Power; Record Date

Shareholders shall be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if they owned Bridgetown 2 Shares at the close of business on , 2021, which is the record date for the Extraordinary General Meeting. Shareholders shall have one vote for each Bridgetown 2 Share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. Warrants do not have voting rights. On the record date, there were Bridgetown 2 Shares outstanding, of which were held by the Sponsor and certain directors and advisors of Bridgetown 2.

Quorum and Vote of Bridgetown 2 shareholders

A quorum of Bridgetown 2 shareholders is necessary to hold a valid meeting. A quorum shall be present at the Extraordinary General Meeting if the holders of a majority of the outstanding shares entitled to vote at the Extraordinary General Meeting are present in person or by proxy. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting. The proposals presented at the Extraordinary General Meeting shall require the following votes:

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Pursuant to the Existing Bridgetown 2 Articles, the approval of the Business Combination Proposal will require an ordinary resolution as defined in the Existing Bridgetown 2 Articles, which means a resolution passed by a simple majority of the votes cast by those Bridgetown 2 shareholders who, being entitled to do so, attend, in person or by proxy, and vote thereupon at the Extraordinary General Meeting.

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The approval of the Merger Proposal will require a special resolution, being a resolution which is passed by a majority of at least two-thirds of the votes cast by those Bridgetown 2 shareholders who, being entitled to do so, attend, in person or by proxy, and vote thereupon at the Extraordinary General Meeting.

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The approval of the Governing Documents Proposal will require a special resolution, being a resolution which is passed by a majority of at least two-thirds of the votes cast by those Bridgetown 2 shareholders who, being entitled to do so, attend, in person or by proxy, and vote thereupon at the Extraordinary General Meeting.

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The approval of the Adjournment Proposal if presented will require the consent of the meeting, which means a simple majority of the votes which are cast by those Bridgetown 2 shareholders who are present, in person or by proxy, and vote thereupon at the Extraordinary General Meeting.

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An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting.

Redemption Rights

Combination is consummated. As a holder of Bridgetown 2 Shares, you will be entitled to receive cash for any Bridgetown 2 Shares to be redeemed only if you:

(i) hold Bridgetown 2 Shares;

(ii) submit a written request to Continental, Bridgetown 2’s transfer agent, in which you (a) request that Bridgetown 2 redeem all or a portion of your Bridgetown 2 Shares for cash, and (b) identify yourself as the beneficial holder of the Bridgetown 2 Shares and provide your legal name, phone number and address; and

The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares.

If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public Bridgetown 2 shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its share certificates (if any) and other redemption forms (as applicable) to Continental, Bridgetown 2 will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the amount on deposit in the trust account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account and not previously released to Bridgetown 2. If a public Bridgetown 2 shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. See “Extraordinary General Meeting of Bridgetown 2 Shareholders—Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

No Appraisal or Dissenters’ Rights

available under the Cayman Islands Companies Act in respect of Bridgetown 2 Class A Ordinary Shares if an open market for such class of shares exists on a recognized stock exchange (which includes Nasdaq) for a specified period after the Merger is authorized. Under the terms of the Business Combination Agreement, if any Bridgetown 2 shareholder gives written objection to the Merger pursuant to the Cayman Islands Companies Act, the closing of the Merger may be deferred until such specified period has elapsed. Therefore, no dissenters’ rights will be available under the Merger in respect of the Bridgetown 2 Class A Ordinary Shares; however, holders have a redemption right as further described in this proxy statement/prospectus. See “Extraordinary General Meeting of Bridgetown 2 Shareholders—Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. Bridgetown 2 has engaged Morrow to assist in the solicitation of proxies.

If a shareholder grants a proxy, it may still vote its shares at the Extraordinary General Meeting if it revokes its proxy before the Extraordinary General Meeting. A shareholder may also change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting of Bridgetown 2 Shareholders—Revoking Your Proxy.”

Interests of Bridgetown 2’s Directors and Officers in the Business Combination

When considering the Bridgetown 2 Board’s recommendation to vote in favor of approving the Business Combination Proposal, the Merger Proposal and the Governing Documents Proposal, Bridgetown 2 shareholders should keep in mind that the Sponsor and Bridgetown 2’s directors and executive officers, have interests in such proposals that are different from, or in addition to (and which may conflict with), those of Bridgetown 2 shareholders generally. These interests include, among other things, the interests listed below:

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the fact that the Sponsor, Bridgetown 2’s directors and certain other advisors of Bridgetown 2 to whom Sponsor has transferred Bridgetown 2 Class B Ordinary Shares have agreed not to redeem any Bridgetown 2 Class B Ordinary Shares held by them in connection with a shareholder vote to approve the proposed Business Combination;

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the fact that the Sponsor paid an aggregate of $25,000 for the 7,475,000 Bridgetown 2 Class B Ordinary Shares currently owned by the Sponsor, its directors and certain other advisors and/or affiliates of Bridgetown 2 to whom the Sponsor has transferred Bridgetown 2 Class B Ordinary Shares, and such securities will have a significantly higher value after the Business Combination. As of , 2021, the most recent practicable date prior to the date of this proxy statement/prospectus, the aggregate market value of these shares, if unrestricted and freely tradable, would be $ , based upon a closing price of $ per public share on the Nasdaq (and will have zero value if neither this Business Combination nor any other business combination is completed on or before the Final Redemption Date);

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the fact that the Sponsor and Bridgetown 2’s directors have agreed to waive their rights to liquidating distributions from the trust account with respect to any Bridgetown 2 Shares (other than public shares) held by them if Bridgetown 2 fails to complete an initial business combination by the Final Redemption Date As a result of waiving liquidating distributions, if Bridgetown 2 fails to complete an initial business combination by the Final Redemption Date, the Sponsor would lose $6,480,000 for the purchase of private placement warrants, and $25,000 for the purchase of the Bridgetown 2 Class B Ordinary Shares, and members of Bridgetown 2’s management team would not incur any loss of investment as the Bridgetown 2 Class B Ordinary Shares held by them were transferred to them by the Sponsor for no consideration;

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the fact that the Sponsor and Bridgetown 2’s officers and directors will lose their entire investment in Bridgetown 2 and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by the Final Redemption Date;

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the fact that if the trust account is liquidated, including in the event Bridgetown 2 is unable to complete an initial business combination by the Final Redemption Date, the Sponsor has agreed to indemnify Bridgetown 2 to ensure that the proceeds in the trust account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which Bridgetown 2 has entered into a letter of intent, confidentiality or other similar agreement or a business combination agreement or claims of any third party for services rendered or products sold to Bridgetown 2, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the trust account; and

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the same directors and officers as Bridgetown 2. Affiliates of the Sponsor and Bridgetown 2’s officers are also in the process of launching another blank check company, Bridgetown 3 Holdings Limited (“Bridgetown 3”), which has some of the same directors and the same chief executive officer as Bridgetown 2. The Sponsor and Bridgetown 2’s directors and officers are not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to completing the Business Combination. Accordingly, if any of Bridgetown 2’s officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then current fiduciary or contractual obligations (including Bridgetown 1 and Bridgetown 3), he or she will honor his or her fiduciary or contractual obligations to present such Business Combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law.

The Sponsor, each Bridgetown 2 director and certain advisors of Bridgetown 2 have agreed to, among other things, vote all of their Bridgetown 2 Shares in favor of the proposals being presented at the Extraordinary General Meeting and waive their redemption rights with respect to their Bridgetown 2 Shares in connection with the consummation of the Business Combination. As of the date of this proxy statement/prospectus, the Sponsor, Bridgetown 2 directors and certain advisors and affiliates of Bridgetown 2 to whom the Sponsor has transferred Bridgetown 2 Shares own approximately 20% of the issued and outstanding Bridgetown 2 Shares.

At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding Bridgetown 2 or its securities, the Sponsor, PropertyGuru, and/or Bridgetown 2’s or PropertyGuru’s directors, officers, advisors or respective affiliates may purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal, Merger Proposal or Governing Documents Proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Business Combination Proposal, Merger Proposal or Governing Documents Proposal. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of Bridgetown 2 Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

If the Sponsor, PropertyGuru, and/or Bridgetown 2’s or PropertyGuru’s directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public Bridgetown 2 shareholders who have already elected to exercise their redemption rights, then such selling shareholder would be required to revoke their prior elections to redeem their shares. The Sponsor, PropertyGuru, and/or Bridgetown 2’s or PropertyGuru’s directors, officers, advisors or respective affiliates may also purchase public shares from institutional and other investors who indicate an intention to redeem Bridgetown 2 Shares, or, if the price per share of Bridgetown 2 Shares falls below $10.00 per share, then such parties may seek to enforce their redemption rights. The above-described activity could be especially prevalent in and around the time of Closing. The purpose of such share purchases and other transactions would be to (a) increase the likelihood that: (i) the Business Combination Proposal is approved by the affirmative vote of the holders of a majority of the issued and outstanding Bridgetown 2 Shares entitled to vote, who attend, in person or by proxy, and vote thereupon at the Extraordinary General Meeting; (ii) the Merger Proposal is approved by the affirmative vote of at least two-thirds of the issued and outstanding Bridgetown 2 Shares entitled to vote, who attend, in person or by proxy, and vote thereupon at the Extraordinary General Meeting; (iii) the Governing Documents Proposal is approved by the affirmative vote of at least two-thirds of the issued and outstanding Bridgetown 2 Shares entitled to vote, who attend, in person or by proxy, and vote thereupon at the Extraordinary General Meeting; and (iv) PubCo’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) being at least $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement and the PIPE financing; and (b) otherwise limit the number of public shares electing to redeem. The Sponsor, PropertyGuru and/or Bridgetown 2’s or PropertyGuru’s directors, officers, advisors or respective affiliates may also purchase shares from institutional and other investors for investment purposes.

Entering into any such arrangements may have a depressive effect on the Bridgetown 2 Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a lower-than-market price and may therefore be more likely to sell the shares he, she, or they own, either at or before the Business Combination.

If such transactions are executed, then the Business Combination could be completed in circumstances where such consummation would not have otherwise occurred. Share purchases by the persons described above would allow them to exert more influence over approving the proposals to be presented at the Extraordinary General Meeting and would likely increase the chances that such proposals would be approved. Bridgetown 2 will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the Extraordinary General Meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

The existence of financial and personal interests of one or more of Bridgetown 2’s directors results in conflicts of interest on the part of such director(s) between what he, she, or they may believe is in the best interests of Bridgetown 2 and what he, she, or they may believe is best for himself, herself, or themselves in determining to recommend that shareholders vote for the proposals. In addition, Bridgetown 2’s officers have interests in the Business Combination that may conflict with your interests as a shareholder.

Please see “The Business Combination Proposal—Interests of Bridgetown 2’s Directors and Officers in the Business Combination” for additional information on interests of Bridgetown 2’s directors and officers.

Recommendation to Shareholders

Bridgetown 2’s board of directors believes that each of the proposals to be presented at the Extraordinary General Meeting is fair to, and in the best interests of, Bridgetown 2 and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, “FOR” the Governing Documents Proposal and “FOR” the Adjournment Proposal, if presented.

Certain Information Relating to PubCo and Bridgetown 2

PubCo Listing

PubCo has applied for listing, to be effective at the time of the Closing of the Business Combination, of the PubCo Ordinary Shares on the NYSE and expects to obtain clearance by DTC as promptly as practicable following the issuance thereof, subject to official notice of issuance, prior to the Closing Date.

Delisting and Deregistration of Bridgetown 2

If the Business Combination is completed, Bridgetown 2 Class A Ordinary Shares shall be delisted from Nasdaq and shall be deregistered under the Exchange Act.

Emerging Growth Company

Upon consummation of the Business Combination, PubCo will be an “emerging growth company” as defined in the JOBS Act. PubCo will remain an “emerging growth company” until the earliest to occur of (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of the Business Combination, (b) in which PubCo has total annual gross revenue of at least $1.07 billion or (c) in which PubCo is deemed to be a large accelerated filer, which means the market value of PubCo Ordinary Shares held by non-affiliates exceeds

$700 million as of the last business day of PubCo’s prior second fiscal quarter, PubCo has been subject to Exchange Act reporting requirements for at least 12 calendar months; and filed at least one annual report, and (ii) the date on which PubCo issued more than $1.0 billion in non-convertible debt during the prior three-year period. PubCo intends to take advantage of exemptions from various reporting requirements that are applicable to most other public companies, whether or not they are classified as “emerging growth companies,” including, but not limited to, an exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that PubCo’s independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting and reduced disclosure obligations regarding executive compensation.

Foreign Private Issuer

As a “foreign private issuer,” PubCo will be subject to different U.S. securities laws than domestic U.S. issuers. The rules governing the information that PubCo must disclose differ from those governing U.S. companies pursuant to the Exchange Act. PubCo will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders. Those proxy statements are not expected to conform to Schedule 14A of the proxy rules promulgated under the Exchange Act.

In addition, as a “foreign private issuer,” PubCo’s officers and directors and holders of more than 10% of the issued and outstanding PubCo Ordinary Shares, will be exempt from the rules under the Exchange Act requiring insiders to report purchases and sales of ordinary shares as well as from Section 16 short swing profit reporting and liability.

PubCo will also be exempt from the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, and current reports on Form 8-K, upon the occurrence of specified significant events. In addition, PubCo will not be required to file annual reports and financial statements with the SEC as promptly as U.S. domestic companies whose securities are registered under the Exchange Act, and are not required to comply with Regulation FD, which restricts the selective disclosure of material information.

See “Risk Factors—Risks Related to Ownership of PubCo Ordinary Shares—PubCo will qualify as a foreign private issuer within the meaning of the rules under the Exchange Act, and as such PubCo is exempt from certain provisions applicable to United States domestic public companies.”

Material Tax Consequences

As described in “Material Tax Considerations—United States Federal Income Tax Considerations—Effects of the Business Combination to U.S. Holders,” it is intended that the Merger qualifies as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code. Assuming that the Merger so qualifies, U.S. Holders (as defined in “Material Tax Considerations—United States Federal Income Tax Considerations”) of our securities will generally not recognize gain or loss for U.S. federal income tax purposes on the Merger. See the section titled “Material Tax Considerations—United States Federal Income Tax Considerations—Effects of the Business Combination to U.S. Holders.”

In the event that a U.S. Holder elects to redeem its Bridgetown 2 Shares for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or exchange of the Bridgetown 2 Shares under Section 302 of the Internal Revenue Code (the “Code”). If the

redemption qualifies as a sale or exchange of the Bridgetown 2 Shares, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the Bridgetown 2 Ordinary Shares surrendered in such redemption transaction. There may be certain circumstances, however, in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of Bridgetown 2 Shares that such U.S. Holder owns or is deemed to own after the redemption. See the section titled “Material Tax Considerations—United States Federal Income Tax Considerations—Effects to U.S. Holders of Exercising Redemption Rights.”

Anticipated Accounting Treatment

The Business Combination is made up of the series of transactions provided for in the Business Combination Agreement as described elsewhere within this proxy statement/prospectus. The Business Combination will be accounted for as a capital reorganization. Under this method of accounting, PubCo will be treated as the acquired company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of PropertyGuru issuing shares at the Closing for the net assets of Bridgetown 2 as of the Closing Date, accompanied by a recapitalization. The net assets of Bridgetown 2 will be stated at historical cost, with no goodwill or other intangible assets recorded. The Business Combination, which is not within the scope of IFRS 3 since Bridgetown 2 does not meet the definition of a business in accordance with IFRS 3, is accounted for within the scope of IFRS 2. Any excess of fair value of PubCo’s shares issued over the fair value of Bridgetown 2’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred.

Regulatory Matters

The Business Combination Agreement and the transactions contemplated by the Business Combination Agreement are not subject to a closing condition that any additional federal, state or foreign regulatory requirement or approval be obtained, except for filings with the registrar of the Cayman Islands necessary to effectuate the transactions contemplated by the Business Combination Agreement and filings with ACRA in connection with the Amalgamation.

Risk Factor Summary

In evaluating the proposals to be presented at the Extraordinary General Meeting of the shareholders of Bridgetown 2, a shareholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section titled “Risk Factors.”

The consummation of the Business Combination and the business and financial condition of PubCo subsequent to the Closing are subject to numerous risks and uncertainties, including those highlighted in the section title “Risk Factors.” The occurrence of one or more of the events or circumstances described below, alone or in combination with other events or circumstances, may adversely affect Bridgetown 2’s ability to effect the Business Combination, and may have an adverse effect on the business, cash flows, financial condition and results of operations of Bridgetown 2 prior to the Business Combination and that of PubCo subsequent to the Business Combination. Such risks include, but are not limited to:

•

PropertyGuru has a history of losses, and it may not achieve or maintain profitability in the future;

•

COVID-19 has adversely affected PropertyGuru’s business and may continue to adversely affect PropertyGuru’s business;

•

PropertyGuru’s business is dependent on its ability to attract new, and retain existing, customers and consumers to its platform in a cost-effective manner;

•

PropertyGuru does not have long-term contracts with most of its customers, and most of its customers may terminate their contracts on short notice;

•

PropertyGuru’s decision to launch new product or service offerings and increase the prices of its products and services may not achieve the desired results;

•

Any failure to protect PropertyGuru’s information technology systems and platforms against security breaches (which includes physical and/or cybersecurity breaches either by external actors or rogue employees) or otherwise protect its confidential information or its platform users’ personally identifiable information could damage its reputation and brand and adversely affect its business, reputation, financial condition and results of operations;

•

Uncertainties with respect to laws and regulations in the countries in which PropertyGuru operates could adversely affect its business, financial condition and results of operations;

•

If PropertyGuru’s customers do not make valuable contributions to its platform or fail to meet consumers’ expectations, PropertyGuru may experience a decline in the number of consumers accessing its platform and consumer engagement, which could adversely affect its business, financial condition and results of operations;

•

PropertyGuru may not be able to attract a sufficient level of traffic to its websites;

•

PropertyGuru operates in a highly competitive and rapidly changing industry, which could impair its ability to attract users of its products, which could adversely affect its business, results of operations and financial condition;

•

PropertyGuru’s business, financial condition and operating results may be significantly impacted by general economic conditions and the health of the real estate industry in its Priority Markets;

•

PropertyGuru’s business is subject to legal and regulatory risks that could have an adverse impact on its business and prospects;

•

PropertyGuru’s ability to attract, train and retain executives and other qualified employees is critical to its business, results of operations and future growth;

•

PropertyGuru depends on its agents business for a significant portion of its revenue;

•

PropertyGuru’s operations and investments are located in Southeast Asia and PropertyGuru is therefore exposed to various risks inherent in operating and investing in the region;

•

PropertyGuru’s strategic investments and acquisitions may not bring anticipated benefits, may pose integration challenges and may divert the attention of management, and PropertyGuru may not be successful in pursuing future investments and acquisitions;

•

PropertyGuru may not be successful in implementing its growth strategies and PropertyGuru’s business could suffer if it does not successfully manage its growth;

•

PropertyGuru’s historical financial results and the unaudited pro forma condensed combined financial statements included elsewhere in this proxy statement/prospectus may not be indicative of PropertyGuru’s future consolidated results of operations or financial condition going forward, and the unaudited pro forma condensed combined financial statements included elsewhere in this proxy statement/prospectus may not be indicative of what PropertyGuru’s actual financial position or results of operations would have been;

•

The projected financial and operating information in this proxy statement/prospectus relies in large part upon assumptions and analyses developed by PropertyGuru. If these assumptions or analyses prove to be incorrect, PropertyGuru’s actual operating results may be materially different from its forecasted results;

•

The Business Combination Agreement remains subject to conditions that Bridgetown 2 cannot control and if such conditions are not satisfied or waived, the Business Combination may not be consummated;

•

The Business Combination may be completed even though material adverse effects may result from the announcement of the Business Combination, industry-wide changes and other causes; and

•

The other risks and uncertainties discussed in “Risk Factors” elsewhere in this proxy statement/prospectus.

SELECTED HISTORICAL FINANCIAL DATA OF BRIDGETOWN 2

The following tables present Bridgetown 2’s selected historical financial information derived from Bridgetown 2’ audited financial statements included elsewhere in this proxy statement/prospectus as of December 31, 2020 and for the period from June 24, 2020 (inception) through December 31, 2020 and Bridgetown 2’s unaudited financial statements included elsewhere in this proxy statement/prospectus as of September 30, 2021 and for the nine months ended September 30, 2021.

The financial data set forth below should be read in conjunction with, and is qualified by reference to, “Bridgetown 2’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and notes thereto included elsewhere in this proxy statement/prospectus. Bridgetown 2’s financial statements are prepared and presented in accordance with U.S. GAAP.


	For the nine months ended September 30, 2021			For the period from June 24, 2020 (Inception) through December 31, 2020
Statement of Operations Data:
Operating expense	$	(4,239,694	)	$	(10,000	)
Other income (expense)		(2,968,775	)		—

Net Income (Loss)	$	(7,208,469	)	$	(10,000	)

Basic weighted average shares outstanding of Class A redeemable ordinary shares		26,833,333			—

Diluted weighted average shares outstanding of Class A redeemable ordinary shares		26,833,333			—

Basic net income per share, Class A redeemable ordinary shares	$	(0.20	)	$	—

Diluted net income (loss) per share, Class A redeemable ordinary shares	$	(0.20	)	$	—

Weighted average shares outstanding of Class B non-redeemable ordinary shares		7,375,000			—

Basic and diluted income (loss) per share, Class B non-redeemable ordinary shares	$	(0.20	)	$	—


	As of September 30, 2021			As of December 31, 2020
Balance Sheet Data:
Total current assets	$	479,425		$	25,000
Deferred offering costs		—			142,954

Investments held in Trust Account		299,012,025			—

Total assets		299,491,450			167,954

Total current liabilities		3,685,026			152,954
Warrant liability		9,460,800			—
Deferred underwriting fee payable		8,715,000			—

Total liabilities		21,860,826			152,954

Class A ordinary shares subject to possible redemption 29,900,000 and no shares at redemption value as of September 30, 2021 and December 31, 2020, respectively		299,000,000			—
Class A ordinary shares, $0.0001 par value; 20,000,000 shares authorized; no shares issued or outstanding (excluding 29,900,000 and no shares subject to possible redemption as of September 30, 2021 and December 31, 2020, respectively)		—			—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized, 7,475,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020		748			748
Additional paid-in capital		—			24,252
Accumulated deficit		(21,370,124	)		(10,000	)
Total stockholders’ equity (deficit)		(21,369,376	)		15,000

Total liabilities and stockholders’ equity	$	299,491,450		$	167,954

SELECTED HISTORICAL FINANCIAL DATA OF PROPERTYGURU

The following tables present PropertyGuru’s selected consolidated financial and other data. The consolidated statements of comprehensive income and consolidated statements of cash flows for the six months ended June 30, 2021 and 2020 and the years ended December 31, 2020 and 2019 and consolidated balance sheets as of June 30, 2021 and December 31, 2020 and 2019, have been derived from PropertyGuru’s consolidated financial statements included elsewhere in this proxy statement/prospectus.

The financial data set forth below should be read in conjunction with, and is qualified by reference to, “PropertyGuru Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited consolidated financial statements and notes thereto included elsewhere in this proxy statement/prospectus. PropertyGuru’s audited consolidated financial statements are prepared and presented in accordance with IFRS. IFRS differs from U.S. GAAP in certain material respects and thus may not be comparable to financial information presented by U.S. companies. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of PropertyGuru following the Business Combination.

Consolidated Statements of Comprehensive Income


	For the Six Months Ended June 30,						For the Year Ended December 31,
	2021			2020			2020			2019
	(S$ in thousands except per share amounts)
Revenue		42,890			36,374			82,095			88,444
Other income		1,079			1,516			2,801			1,860
Other gains/(losses)—net		(124,512	)		5,751			14,680			(18,391	)
Total expenses		(69,686	)		(45,869	)		(113,425	)		(106,649	)
Loss before income tax		(150,229	)		(2,228	)		(13,849	)		(34,736	)
Tax expense		(339	)		(70	)		(559	)		(3,779	)
Net loss		(150,568	)		(2,298	)		(14,408	)		(38,515	)
Other comprehensive loss, net of tax		2,276			3,568			(765	)		(279	)
Total comprehensive loss		(148,292	)		1,270			(15,173	)		(38,794	)
Basic loss per share (S$ per share)		(96.83	)		(1.48	)		(9.30	)		(25.17	)
Diluted loss per share (S$ per share)		(96.83	)		(3.29	)		(13.29	)		(25.17	)

Consolidated Balance Sheets


	As of June 30, 2021			As of December 31,						As of January 1, 2019
	As of June 30, 2021			2020			2019			As of January 1, 2019
		(S$ in thousands)
Assets
Current assets		90,617			107,499			37,368			78,419
Non-current assets		165,875			160,706			160,607			142,552
Total assets		256,492			268,205			197,975			220,971

Liabilities
Current liabilities		396,378			279,141			189,725			93,218
Non-current liabilities		32,288			15,579			28,646			114,407
Total liabilities		428,666			294,720			218,371			207,625
Net (liabilities) / assets		(172,174	)		(26,515	)		(20,396	)		13,346
Shareholders’ Deficiency
Total shareholders’ (deficiency)/equity		(172,174	)		(26,515	)		(20,396	)		13,346

Consolidated Statements of Cash Flows


	For the Six Months Ended June 30,						For the Year Ended December 31,
	2021			2020			2020			2019
	(S$ in thousands)
Net cash provided by operating activities		(6,764	)		(2,364	)		2,674			13,946
Net cash used in investing activities		(5,429	)		(18,662	)		(22,414	)		(21,051	)
Net cash provided by/(used in) financing activities		(3,334	)		25,928			88,446			(37,639	)
Net increase/(decrease) in cash and cash equivalents		(15,527	)		4,902			68,706			(44,744	)
Cash and cash equivalents at the beginning of the period/year		93,359			24,653			24,653			69,397
Cash and cash equivalents at the end of the period/year		77,832			29,555			93,359			24,653

Non-IFRS Financial Measures


	For the Six Months Ended June 30,						For the Year Ended December 31,
	2021			2020			2020			2019
	(S$ in thousands except percentages)
Adjusted EBITDA⁽¹⁾		(4,772	)		6,375			4,455			12,513
Adjusted EBITDA Margin⁽¹⁾		(11.1	%)		17.5	%		5.4	%		14.1	%

Note:

(1)

In addition to PropertyGuru’s results determined in accordance with IFRS, PropertyGuru believes that the above non-IFRS measures are useful in evaluating its operating performance. PropertyGuru uses these measures, collectively, to evaluate ongoing operations and for internal planning and forecasting purposes. PropertyGuru believes that non-IFRS information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance and may assist in comparisons with other companies to the extent that such other companies use similar non-IFRS measures to supplement their IFRS or GAAP results. These non-IFRS measures are presented for supplemental

informational purposes only and should not be considered a substitute for financial information presented in accordance with IFRS, and may be different from similarly titled non-IFRS measures used by other companies. Accordingly, non-IFRS measures have limitations as analytical tools, and should not be considered in isolation or as substitutes for analysis of other IFRS financial measures, such as net loss and loss before income tax.

Adjusted EBITDA is a non-IFRS financial measure defined as net loss for year/period plus changes in fair value of preferred shares and embedded derivatives, finance cost, depreciation and amortization, income tax expense, impairments when the impairment is the result of an isolated, non-recurring event, share grant and option expenses, loss on disposal of plant and equipment and intangible assets, currency translation loss, fair value loss on contingent consideration, business acquisition transaction and integration cost and cost of proposed listing.

Adjusted EBITDA Margin is defined as Adjusted EBITDA as a percentage of revenue.

PropertyGuru has presented Adjusted EBITDA because it provides investors with greater comparability of PropertyGuru’s operating performance without the effects of unusual, non-repeating or non-cash adjustments. These include the changes in fair value of preferred shares and embedded derivatives related to PropertyGuru’s Series B, Series D1, Series E and Series F preference shares. PropertyGuru’s outstanding preferred shares were converted into ordinary shares in August 2021. The cost of PropertyGuru’s previous listing attempt is excluded due to its one-off nature. Share grant and option expenses and other items are excluded due to their non-cash or operating nature.

A reconciliation is provided below for each non-IFRS measure to the most directly comparable financial measure stated in accordance with IFRS. Investors are encouraged to review the related IFRS financial measures and the reconciliations of these non-IFRS measures to their most directly comparable IFRS financial measures. IFRS differs from U.S. GAAP in certain material respects and thus may not be comparable to financial information presented by U.S. companies.


	Six Months Ended June 30,						For the Year Ended December 31,
	2021			2020			2020			2019
	(S$ in thousands)
Net loss		(150,568	)		(2,298	)		(14,408	)		(38,515	)
Adjustments:
Changes in fair value of preferred shares and embedded derivatives		124,146			(6,032	)		(16,364	)		16,516
Finance costs—net		9,951			6,330			15,964			11,707
Depreciation and amortization expense		5,012			4,769			9,554			7,720
Tax expense		339			70			559			3,779
Impairment		8			—			806			—
Share grant and option expenses		2,468			3,255			6,660			3,204
Other (gains)/losses—net		366			281			1,684			1,875
Business acquisition transaction and integration costs		1,254			—			—			—
Cost of proposed listing		2,252			—			—			6,227

Adjusted EBITDA		(4,772	)		6,375			4,455			12,513
Revenue		42,890			36,374			82,095			88,444
Adjusted EBITDA		(4,772	)		6,375			4,455			12,513

Adjusted EBITDA Margin		(11.1	%)		17.5	%		5.4	%		14.1	%

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The summary unaudited pro forma condensed combined statement of financial position as of June 30, 2021 and the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2021 and the year ended December 31, 2020 are based on (i) the unaudited interim condensed consolidated financial statements of PropertyGuru as of and for the six months ended June 30, 2021 and the audited consolidated financial statements of PropertyGuru for the year ended December 31, 2020, (ii) the unaudited interim condensed consolidated financial statements of Panama Group as of and for the six months ended June 30, 2021 and the audited consolidated financial statements of Panama Group for the year ended December 31, 2020 and (iii) the unaudited financial statements of Bridgetown 2 as of and for the six months ended June 30, 2021 and the audited financial statements of Bridgetown 2 for the period from June 24, 2020 (inception) to December 31, 2020. The summary unaudited pro forma condensed combined financial statements has been derived from and should be read in conjunction with the unaudited pro forma condensed combined financial statements, including the notes thereto, which is included in this proxy statement/prospectus under the section titled “Unaudited Pro Forma Condensed Combined Financial Statements.”

The unaudited pro forma condensed combined statement of financial position as of June 30, 2021 gives pro forma effect to the acquisition of the Panama Group, the Business Combination and the PIPE financing (including REA’s existing call option to acquire additional shares in PropertyGuru) as if they had been consummated as of that date. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2021 and the year ended December 31, 2020 present pro forma effect to the acquisition of the Panama Group, the Business Combination and the PIPE financing (including REA’s existing call option to acquire additional shares in PropertyGuru) as if they had been completed on January 1, 2020.

The unaudited pro forma condensed combined financial statements has been prepared using the assumptions below:

•

Assuming No Redemptions: This presentation assumes that no Bridgetown 2 public shareholders exercise redemption rights with respect to their Class A Ordinary Shares.

•

Assuming Maximum Redemptions: This presentation assumes that Bridgetown 2 public shareholders holding approximately 26,705,752 Class A Ordinary Shares will exercise their redemption rights and that such shares are redeemed for their pro rata shares of the funds in Bridgetown 2’s trust account, amounting to aggregate redemption proceeds of approximately S$364.8 million, such that Bridgetown 2 would still satisfy the requirement to have at least $5,000,001 in net tangible assets either immediately prior to or upon consummation of the Business Combination. You should note that Bridgetown 2 will only proceed with the Business Combination if it will have net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of the Business Combination.

The unaudited pro forma condensed combined financial statements do not necessarily reflect what the combined company’s financial condition or results of operations would have been had the acquisition of the Panama Group, the Business Combination and the PIPE financing (including REA’s existing call option to acquire additional shares in PropertyGuru) occurred on the dates indicated. The unaudited pro forma condensed combined financial statements also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and does not reflect the costs of any integration activities or cost savings or synergies that may be achieved as a result of the acquisition of the Panama Group.

The following table sets out share ownership of PubCo on a pro forma basis assuming no redemptions and maximum redemptions, respectively:


	Assuming No Redemption					Assuming Maximum Redemption
	Shares		%			Shares		%
Public Shareholders		29,900,000		16.8	%		3,194,248		2.1	%
Existing PropertyGuru Shareholders		127,723,425		71.6	%		127,723,425		84.3	%
PIPE Shares⁽¹⁾		13,193,068		7.4	%		13,193,068		8.7	%
Sponsor		7,475,000		4.2	%		7,475,000		4.9	%

Total PubCo Shares Outstanding at Closing		178,291,493		100.0	%		151,585,741		100.0	%

(1)

Includes REA Group’s exercise of an option to make an additional equity investment of $31.9 million.

The following table sets out summary data derived from the unaudited pro forma condensed combined statement of financial position and the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2021 under the no redemption scenario and maximum redemption scenario.


	Pro forma Combined (Assuming No Redemptions)			Pro forma Combined (Assuming Maximum Redemptions)
	(in S$ thousands except per share data)
Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data for the Six Months Ended June 30, 2021
Revenue		52,099			52,099
Pro forma net loss per share—basic and diluted (S$ per share)		(0.25	)		(0.29	)
Summary Unaudited Pro Forma Condensed Combined Statement of Financial Position as of June 30, 2021
Total assets		1,044,526			679,773
Total liabilities		142,477			142,477
Total shareholders’ equity		902,049			537,296

FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus includes statements that express Bridgetown 2’s, PubCo’s and PropertyGuru’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results of operations or financial condition and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this proxy statement/prospectus and include statements regarding Bridgetown 2’s, PubCo’s and PropertyGuru’s intentions, beliefs or current expectations concerning, among other things, the Business Combination, the benefits and synergies of the Business Combination, including anticipated cost savings, results of operations, financial condition, liquidity, prospects, growth, strategies, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, the markets in which PropertyGuru operates as well as any information concerning possible or assumed future results of operations of the combined company after the consummation of the Business Combination. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting Bridgetown 2, PropertyGuru and PubCo. Factors that may impact such forward-looking statements include:

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Developments related to the COVID-19 pandemic, including, among others, with respect to stay-at-home orders, social distancing measures, the success of vaccine rollouts, numbers of COVID-19 cases and the occurrence of new COVID-19 strains that might evade existing control measures and lead to the worsening or extension of adverse economic or movement control measures;

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PropertyGuru’s ability to grow market share in its existing markets or any new markets it may enter;

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PropertyGuru’s ability to execute its growth strategy, manage growth and maintain its corporate culture as it grows;

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PropertyGuru’s ability to successfully execute on acquisitions, integrate acquired businesses and to realize efficiencies or meet growth aspirations inherent in the decision to make a specific acquisition;

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Increased competition in the residential real estate industry in Singapore, Vietnam, Malaysia, Thailand and Indonesia (its “Priority Markets”), the actions of PropertyGuru’s competitors in each of its markets and consequent impact on profitability;

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Declines in residential real estate transaction volumes in PropertyGuru’s Priority Markets;

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Changes in PropertyGuru’s fee structure or rates;

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The failure to realize anticipated efficiencies through PropertyGuru’s technology and business model;

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Costs associated with enhancements of PropertyGuru’s products;

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PropertyGuru’s ability to continue to adjust its offerings to meet market demand, attract users to the PropertyGuru platform and grow its ecosystem;

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The regulatory environment and changes in laws, regulations or policies in the jurisdictions in which PropertyGuru operates;

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Political instability in the jurisdictions in which PropertyGuru operates;

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The overall economic environment, the property market and general market and economic conditions in the jurisdictions in which PropertyGuru operates;

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Anticipated technology trends and developments and PropertyGuru’s ability to address those trends and developments with its products and offerings;

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The ability to protect information technology systems and platforms against security breaches (which includes physical and/or cybersecurity breaches either by external actors or rogue employees) or otherwise protect confidential information or platform users’ personally identifiable information;

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The safety, affordability, convenience and breadth of the PropertyGuru platform and offerings;

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Man-made or natural disasters, including war, acts of international or domestic terrorism, civil disturbances, occurrences of catastrophic events and acts of God such as floods, earthquakes, wildfires, typhoons and other adverse weather and natural conditions that affect PropertyGuru’s business or assets;

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The loss of key personnel and the inability to replace such personnel on a timely basis or on acceptable terms;

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Exchange rate fluctuations;

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Changes in interest rates or rates of inflation;

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Legal, regulatory and other proceedings;

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Tax laws and the interpretation and application thereof by tax authorities in the jurisdictions where PropertyGuru operates;

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The number and percentage of Bridgetown 2 shareholders voting against the Business Combination Proposal, the Merger Proposal, the Governing Documents Proposal and/or seeking redemption;

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The occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; and

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PubCo’s ability to initially list, and once listed, maintain the listing of its securities on the NYSE following the Business Combination.

The forward-looking statements contained in this proxy statement/prospectus are based on Bridgetown 2’s, PropertyGuru’s and PubCo’s current expectations and beliefs concerning future developments and their potential effects on the Business Combination and PubCo. There can be no assurance that future developments affecting Bridgetown 2, PubCo and/or PropertyGuru will be those that Bridgetown 2, PropertyGuru or PubCo has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond either Bridgetown 2’s, PubCo’s or PropertyGuru’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Bridgetown 2, PropertyGuru and PubCo will not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before a shareholder grants its proxy, instructs how its vote should be cast or votes on the Business Combination Proposal, the Merger Proposal, the Governing Documents Proposal or the Adjournment Proposal, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect Bridgetown 2, PubCo and/or PropertyGuru.

RISK FACTORS

You should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before you decide whether to vote or instruct your vote to be cast to approve the proposals described in this proxy statement/prospectus. Certain of the following risk factors apply to the business and operations of PropertyGuru and will also apply to the business and operations of PubCo following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, financial condition, results of operations, prospects and trading price of PubCo following the Business Combination. The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by PubCo, Bridgetown 2 and PropertyGuru, which later may prove to be incorrect or incomplete. PubCo, Bridgetown 2 and PropertyGuru may face additional risks and uncertainties that are not presently known to such entity, or that are currently deemed immaterial, but which may also ultimately have an adverse effect on any such party.

Risks Related to PropertyGuru’s Business and Industry

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to the business of PropertyGuru and its subsidiaries prior to the consummation of the Business Combination, which will be the business of PropertyGuru Group Limited and its subsidiaries following the consummation of the Business Combination.

We have a history of losses, and we may not achieve or maintain profitability in the future.

We have a history of losses, including net losses of S$14.4 million and S$38.5 million for the years ended December 31, 2020 and 2019, respectively and net losses of S$150.6 million and S$2.3 million for the six months ended June 30, 2021 and 2020, respectively. We expect to continue to make investments in developing and expanding our business, including but not limited to in technology, recruitment and training, marketing, and for the purpose of pursuing strategic opportunities. We may incur substantial costs and expenses from our growth efforts before we receive any incremental revenues in respect of any acquisitions or investments in growth. We may find that these efforts are more expensive than we originally anticipate, or that these investments do not result in an increase in revenue to offset these expenses, which would further increase our losses. Additionally, we may continue to incur significant losses in the future for a number of reasons, including but not limited to:

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the inability to grow market share in our existing markets or any new markets we may enter;

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our expansion into new markets or adjacent lines of business, for which we typically incur more significant losses in the early stages following entry;

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our inability to successfully execute on acquisitions, integrate acquired businesses and to realize efficiencies or meet growth aspirations inherent in the decision to make a specific acquisition;

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increased competition in the residential real estate industry in our Priority Markets;

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changes in our fee structure or rates;

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the failure to realize anticipated efficiencies through our technology and business model;

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costs associated with enhancements of our products;

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failure to execute our growth strategies;

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declines in residential real estate transaction volumes in our Priority Markets;

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increased marketing costs;

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challenges in hiring additional personnel to support our overall growth;

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changes in government policy that directly or indirectly impact the property markets, property agencies, brokers and agents, as well as the policy impact on sentiment in the property market;

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general economic, political and business conditions affecting the overall strength of our business;

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natural disasters or other catastrophic events, such as the COVID-19 pandemic; and

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unforeseen expenses, difficulties, complications and delays, and other unknown factors.

If we fail to manage our losses or to grow our revenue sufficiently to keep pace with our investments and other expenses, our business will be harmed. If our existing businesses or any future acquisitions underperform, this may result in impairments to the carrying values of assets on the balance sheet including but not limited to goodwill and intangible assets. These impairments may adversely impact our financial condition and results of operations and the confidence of shareholders, lenders, customers and our employees. Impairments may also be generated due to changes in the assessment methodology of the carrying value of assets or changes to the inputs that form part of these assessments. These changes are not predictable and many of them may be outside of our control. In addition, as a public company, we will also incur significant legal, accounting, insurance, compliance and other expenses that we did not incur as a private company.

COVID-19 has adversely affected our business and may continue to adversely affect our business.

The COVID-19 pandemic, its broad impact and measures taken to contain or mitigate the pandemic have had, and are likely to continue to have, significant negative effects on the global economy, employment levels, employee productivity, and certain aspects of the residential real estate and financial markets. This, in turn, has had, continues to have and may increasingly have a negative impact on property seekers, our customers, demand for our existing and new products and services, profitability, access to credit and our ability to operate our business.

The implementation of restrictions that prevent properties being shown to buyers (including but not limited to the opening of property showrooms) and awards and other events from being held, will curtail the demand for our products and may reduce revenues in the immediate term. These measures are often implemented unpredictably at short notice and can operate for extended periods. It is inherently difficult to forecast the timing or impact of these events. In Singapore, our agent customers reduced their discretionary spending in 2020 due to the COVID-19 pandemic, and our agent renewal rate under-performed our budget during the lockdown in Singapore from March 2020 to May 2020. This in turn impacted our revenues. In 2021, spikes in COVID-19, including but not limited to due to the Delta variant, have occurred in all of our Priority Markets. Vietnam, for instance, has been particularly affected by significant and rapid increases in COVID-19 cases, with the military being deployed in major cities to enforce strict movement control measures. With the emergence and spread of new variants, it is possible that containment measures that helped to manage outbreaks in some markets may prove less effective in the future. Combined with slow vaccine roll-outs in some Priority Markets, this may lead to prolonged implementation or reintroduction of containment measures implemented by governments, which may contribute to a decrease in market confidence and significant reductions in revenue that are difficult to predict or mitigate.

Spikes in the number of COVID-19 infections and fatalities in many countries and the emergence of new variants of the virus have increased levels of global economic volatility and adversely impacted global economies and financial markets. The recent emergence of the Omicron variant and its potential to evade existing vaccine or post-infection immunity could materially alter the economic outlook for our Priority Markets and our potential to generate revenue, as could other similar developments. We are unable to predict whether the resurgence in infections and fatalities or emergence of new variants may cause governments to re-impose some or all prior or new restrictive measures, with their consequential impact on economies. Continuing effects of the COVID-19 pandemic, including but not limited to the emergence of new variants of the virus could further negatively impact the global economy, which could have a material adverse effect on our business, financial condition and results of operations.

Movement restrictions may also impair our ability to hire appropriately skilled staff internationally or decrease productivity of existing staff which may negatively impact our business. New products and services may be more difficult and more expensive to launch in such an environment. We cannot predict the scope and duration of the pandemic, actions taken by governmental authorities in response to the pandemic, the impact to our business of changes in home buying, selling, renting, financing and shopping trends due to the pandemic, or whether and to what extent we will have to implement additional operational changes in light of COVID-19 and any new variants of the virus in the future.

In addition, our ability to fund our liquidity requirements and operate our business depends on our cash flows from operations and potentially our ability to access capital markets and borrow on credit facilities. Our access to and the availability of financing on acceptable terms may be adversely impacted by the pandemic. For more information on the impact the COVID-19 pandemic has had on our liquidity position and outlook, please see “PropertyGuru Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

As a result of these and other consequences, the COVID-19 pandemic has and may continue to adversely affect our business, financial condition and results of operations. The extent to which COVID-19 will impact our operations will depend on future developments, which are highly uncertain, cannot be predicted at this time, may be outside of our control, and include the magnitude, duration and severity of COVID-19 and any new variants of the virus in the future, the actions by governments taken to contain or mitigate any outbreaks and any associated economic downturn or extended slowdown in the real estate markets and the availability and widespread distribution and use of effective vaccines.

Our business is dependent on our ability to attract new, and retain existing, customers and consumers to our platform in a cost-effective manner.

Currently, we generate revenue primarily through sales of digital classifieds and property development advertising products and services (including software-as-a-service) to real estate agents and developers, which we refer to as customers. Our ability to attract and retain customers, and ultimately to generate advertising revenue, depends on a number of factors, including but not limited to:

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increasing the number of consumers who conduct property searches and access property related information research using our platform;

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competing effectively for advertising dollars with offline advertising channels and other online media companies;

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continuing to develop our advertising products and services;

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keeping pace with changes in technology and with our competitors;

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offering attractive cost effectiveness to our customers for their advertising spending on our digital platform; and

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the prevailing economic and real estate market trends and the impact of government policies in each market.

Online real estate advertising in our Priority Markets other than Singapore is still in the early stages of offline-to-online migration compared to developed markets, with print and other offline channels currently the dominant media for property advertising in our Priority Markets. Growth in advertising expenditure may be slower or less than anticipated, which could have a negative impact on our prospects.

We may not succeed in capturing a greater share of our customers’ advertising expenditure if we are unable to convince them of the effectiveness or superiority of our products compared to alternatives, including but not limited to traditional offline advertising media. Property developers, in particular, continue to allocate significant

advertising expenditure for the sales of residences in their new property developments to print media, including but not limited to large display advertisements in newspapers, and other media such as billboards. This is significant because property advertising in our Priority Markets predominantly involves these primary transactions (i.e., new developments advertised by property developers or their marketing agents), according to Frost & Sullivan. We also compete for a share of advertisers’ overall marketing budgets with other PropTech companies in our Priority Markets.

If we are unable to attract new customers in a cost-effective manner or if existing customers reduce or end their subscription or advertising spending with us, our business, financial condition and results of operations could be adversely affected.

We do not have long-term contracts with most of our customers, and most of our customers may terminate their contracts on short notice.

Our agent subscription agreements generally have a duration of 12 months and we do not have long-term contracts with most of our other customers. Our customers could choose to modify or discontinue their relationships with us with little or no advance notice. In addition, as existing subscription agreements or other contracts expire, we may not be successful in renewing these subscription agreements or other contracts, securing new customers or increasing or maintaining the amount of revenue we derive from a given subscription agreement or other contract over time for a number of reasons, including, among others, the following:

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competitive factors;

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our websites and applications may cease to generate enough leads or sales for our real estate developer or agent customers;

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adverse real estate market conditions may lead agents to downgrade to lower-cost subscription packages or terminate their subscriptions completely;

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our levels of service may be insufficient to justify the subscription or advertising fee;

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we may not maintain adequate technical support levels and ease of use; or

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the attractiveness and usefulness of the functionality and features of our websites and applications and the products we offer may decline or fail to attract property seekers.

Our decision to launch new product or service offerings and increase the prices of our products and services may not achieve the desired results.

The industry for residential real estate transaction services, technology, information marketplaces and advertising is dynamic, and the expectations and behaviors of customers and consumers shift constantly and rapidly. As part of our operating strategy, we have increased, and plan in the future to continue to change, the nature and number of products, including depth products, that we offer to our customers and, with that, the prices we charge our customers for the services and products we offer. Changes or additions to our products and services may not attract or engage our customers, and may reduce confidence in our products and services, negatively impact the quality of our brands, negatively impact our relationships with partners or other industry participants, expose us to increased market or legal risks, subject us to new laws and regulations or otherwise harm our business. Our customers may not accept new products and services (which would adversely affect our average revenue per agent (“ARPA”)), or such price increases may not be absorbed by the market, or our price increases may result in the loss of customers or the loss of some of our customers’ business. We may not successfully anticipate or keep pace with industry changes, and we may invest considerable financial, personnel and other resources to pursue strategies that do not ultimately prove effective such that our results of operations and financial condition may be harmed. If we are not able to raise our prices or encourage our customers to upgrade their subscription packages or invest in depth products to further differentiate their listings, or if we lose some of our customers or some of our customers’ business as a result of price increases, or if the bargaining

power of our customer base increases and the subscription prices and other fees we are able to charge real estate developer or agent customers decline, our business, financial condition and results of operations could be adversely affected.

If our customers do not make valuable contributions to our platform or fail to meet consumers’ expectations, we may experience a decline in the number of consumers accessing our platform and consumer engagement, which could adversely affect our business, financial condition and results of operations.

Our success depends on our ability to attract consumers to our platform, to maintain high levels of consumer engagement and to offer products and services that meet customer demand. We depend on our customers to list properties on our platform that are desirable to consumers and responsive to consumers expectations. The inventory of properties available for our customers to list on our platform may be affected by various factors outside of their and our control, such as the general market outlook for economic growth, the overall health of the real estate market and changes to the regulation of the real estate industry. In addition, if our customers stop using our products, services and/or platform, we may not be able to provide consumers with a sufficient range and variety of listings, which could reduce the attractiveness of our platform for consumers and lead to a reduction in consumer traffic. If our customers do not continue to make valuable contributions to our platform, our brand, reputation, traffic on our platform and sales of our products and services could be adversely affected.

Currently, we rely on the sale of listing and advertising services for the majority of our revenue. If we experience a decline in the number of consumers or a decline in consumer engagement, our customers may not view our products and services as attractive for their marketing expenditures and may reduce their spending with us, which may adversely affect our business, financial condition and results of operations.

We may not be able to attract a sufficient level of traffic to our websites and applications.

The attractiveness of our online real estate advertising platform to our real estate developer or agent customers is influenced by our ability to draw consumers (who conduct property searches and access property related information research) to our websites and applications. A decline in the level of consumer traffic to our websites and applications could have a material adverse effect on our ability to generate revenue from the sale of subscriptions and advertising on our websites and mobile applications as well as on our relationships with real estate developer or agent customers.

A number of factors may negatively affect the volume of traffic to our websites and applications, including but not limited to:

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Changes to the algorithms or terms of service of search engines or a general decline in the effectiveness of our search engine optimization activities and tools that cause our websites either to be ranked lower or be excluded from search results presented on those search engines. Search engines, in particular Google, are a key driver of consumer traffic to our websites and applications, so we depend heavily on strong organic search rankings for our websites. If we are unable to quickly recognize and adapt to adverse changes in our search results, the level of traffic to our websites and applications could be adversely impacted;

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Service disruptions or outages at search engines and other third-party suppliers that we rely on to drive traffic to our websites and applications;

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Security breaches or negative publicity that affect consumer confidence in our brand, which may also detract from the level of traffic to our websites and applications, as could a failure of our information technology and communication systems that result in our websites being unavailable for a prolonged period of time;

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The level at which our sales and marketing processes remain successful in directing property seekers to our platform and attracting engaged property seekers, any decline in which could have an adverse impact on traffic;

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The quality of traffic that we maintain. It is important for us to attract engaged property seekers who are genuinely looking to purchase or rent property, as opposed to casual browsers or web-surfers. If we are unable to attract engaged property seekers, agents and property developers may be less likely to purchase our products and services, and the consequential reduction in listings and advertising may further adversely affect the quality and level of traffic to our websites and applications; and

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Changes to the mobile application marketplaces on which we rely to connect users with our mobile applications, such as Apple’s App Store and Google Play. These marketplaces may change in a way that negatively affects the prominence of, or ease or ability with which, users can access our mobile applications, which could have a material negative effect on our business, financial condition and results of operations. The creation of new, or enforcement of existing, policies on the use of third party payment systems or commission models by mobile application marketplaces could adversely impact our profitability and financial results.

Any inability to attract a sufficient level of traffic to our websites and applications for the foregoing or other reasons could adversely affect our business, financial condition and results of operations.

We operate in a highly competitive and rapidly changing industry, which could impair our ability to attract users of our products, which could adversely affect our business, results of operations and financial condition.

We face competition to attract consumers to our websites and mobile applications and to attract real estate and property developer customers to purchase our products and services. The markets for online real estate advertising and property technology services in our Priority Markets are highly competitive and rapidly changing. In addition to competing with traditional media sources for a share of advertisers’ overall marketing budgets, our business is subject to the risk of digital and other disruption. Our success depends on our ability to continue to attract additional consumers to our websites and mobile applications. Existing or new competitors could increase their product offerings or develop new products or technology that compete with ours.

For example, Southeast Asia is at a very early stage of the introduction of a digital property agency business model which involves end-to-end ownership of the property seeker lifecycle. Under this business model, property seekers discover listings on the digital platform and are then introduced to agents employed by the same company which maintains the digital listing. These agents help the seeker buy their home. This business model is still achieving maturity in markets such as the United Kingdom and the United States. Our Priority Markets are seeing the very first early-stage digital agencies testing the viability of this business model. Although at present many of these digital agencies still rely on our online marketplaces to drive traffic and awareness to their leads, there is a risk that these business models may become more popular and supplant our digital marketplaces.

Furthermore, large companies with strong brand awareness in international markets or global search engines and social media sites may decide to enter the real estate market and start advertising property on their existing or new platforms, which could increase competition in our Priority Markets and may have a materially adverse effect on our business. These companies could devote greater technical and other resources than we have available, have a more accelerated time frame for deployment and leverage their existing user bases and proprietary technologies to provide products and services that consumers might view as superior to our offerings. Any of our future or existing competitors may introduce different solutions that attract consumers or provide solutions similar to our own but with better branding or marketing resources or cross-subsidize and lower their advertising rates. If we are unable to continue to grow the number of consumers who use our websites and mobile applications, our business, financial condition and results of operations could be adversely affected.

We compete to attract customers with media sites, including but not limited to other companies that operate digital property classifieds marketplaces in our Priority Markets and agent and property developer websites. We also compete for a share of advertisers’ overall marketing budgets with traditional media such as television, magazines, newspapers and home/apartment guide publications. To compete successfully for customers against

future and existing competitors, we must continue to invest resources in developing our advertising platform and proving the effectiveness and relevance of our advertising products and services. New business models frequently emerge in our industry and may require us to modify our own business model or offerings in order to continue to compete effectively. For example, we may in the future face new competition from digital companies that use data to buy properties instantly from sellers, renovate/repair and then re-sell the property online at a profit. Additionally, competitors may drive traffic away from our platform and increase their market share through aggressive or high-spend marketing campaigns, or prolonged price discounting.

We may fail to anticipate these movements and lose market share as a consequence, which may be difficult to regain quickly or at all. Pressure from competitors seeking to acquire a greater share of customers’ overall marketing budget could adversely affect our pricing and margins and lower our revenue and increase our marketing expenses. The actions of our competitors and new market entrants could also force us to undertake substantial investment in updating or improving our current technology platforms and product offering. There is no guarantee that we will be successful in developing new products and we may not receive revenues from these investments for several years, or may not realize such benefits at all, which may have an adverse effect on our business, financial condition and results of operations.

If we are unable to compete successfully against our existing or future competitors, our business, financial condition and results of operations could be adversely affected.

Our business, financial condition and operating results may be significantly impacted by general economic conditions and the health of the real estate industry in our Priority Markets.

Our financial performance is influenced by the overall condition of the real estate markets in the Priority Markets in which we operate. Each of these real estate markets are affected by various macroeconomic factors outside our control (which by their nature are cyclical and subject to change). These factors include interest rates, the general market outlook for economic growth, unemployment and consumer confidence. These factors are also affected by government policy and regulations that may change.

In general, around half of our revenue from our property developers business tends to be derived from advertising activities to promote sales of residences in new property developments (which we refer to as “primary listings” to distinguish them from “secondary” sales of already existing residential properties). Given the longer lead times required to develop and market new property developments, these primary listings may prove more volatile than secondary listings, as economic uncertainty (over a longer period) may have a greater adverse impact on the rate and extent of new property development activity and could result in fewer primary listings. In addition, most agents in our Priority Markets are effectively self-employed individuals who are largely commission remunerated and may leave the industry when market conditions deteriorate sufficiently. Accordingly, a property downturn could cause a decline in the number of agents and developers, reduce demand for our products and services or reduce our ability to increase prices in light of subdued market conditions. For example, in Singapore, our agent customers reduced their discretionary spending in 2020 due to the COVID-19 pandemic. The cyclical nature of the real estate market also has an effect, where the real estate market in each country or major city tends to rise and fall in line with economic prosperity and sentiment in that country or city (noting Priority Markets generally operate independently of one another). These macroeconomic factors, along with regulatory and political changes, also contribute to the availability of credit to purchasers, which is a main driver of housing price accretion and capability to transact.

Changes in the structure of the real estate markets in which we operate could also adversely impact our business. For example, a reduction in the customary rate of commissions earned by real estate agents from property sales could reduce agents’ capacity to pay for our products and services and could prevent us from increasing prices or even require us to reduce our subscription fees or the prices of our discretionary credits, which could have an adverse effect on our business and financial performance. This risk would be more pronounced in Vietnam where our business derives most of its revenue from agent discretionary revenue given

our pay-as-you-go model in the country. Similarly, if larger agencies, rather than individual agents, become comparatively more important as a source of revenue, this could increase customer pricing power, could prevent us from increasing prices or put pressure on our existing pricing and could develop into us competing with such agencies’ own websites or platforms.

We may also encounter unanticipated problems (including but not limited to in the regulatory environment) as we continue to refine our business model and may be forced to make significant changes to our anticipated sales and revenue models to compete with our competitors’ offerings.

The occurrence of any of these factors could adversely affect our business, financial condition and results of operations.

Our business is subject to legal and regulatory risks that could have an adverse impact on our business and prospects.

Increased regulation, changes in existing regulation or increased government intervention in our industry may adversely affect our business, results of operations and financial condition. Focus areas of regulatory risk we are exposed to include, among others: (i) evolution of laws and regulations applicable to digital property portals or online advertising in general, (ii) various forms of data regulation such as data privacy, data localization, data portability, cybersecurity and advertising or marketing, (iii) anti-trust and competition regulations, (iv) economic regulations such as price and supply regulation, (v) foreign ownership restrictions, (vi) artificial intelligence regulation and (vii) regulations regarding the provision of online services, including but not limited to with respect to the internet, mobile devices and e-commerce. For example, we and our agents and developers may be subject to stringent compliance requirements, including but not limited to privacy and security standards for handling data, which could impact the manner in which we provide our services. Further, regulators have imposed guidelines for use of cloud computing services that mandate specific controls to be located in a particular jurisdiction or require financial services enterprises to obtain regulatory approval prior to outsourcing certain functions.

In addition, we may not be able to obtain all the licenses, permits and approvals that may be necessary to provide the products and services that we may seek to offer in the future. Our Vietnamese business, Do Thi Media Service Company Limited (“Do Thi”), is in the process of obtaining a business license for e-commerce service from the Ho Chi Minh City Department of Industry and Trade and the Ministry of Industry and Trade. Although we expect the license to be granted in the near term, there can be no assurance that the license will be granted in a timely manner or at all, including but not limited to due to the exercise of discretion by the relevant authorities or delays beyond our control (such as the impact of the COVID-19 pandemic on government and business activity in Vietnam). Relevant laws and regulations, as well as their interpretations, may be unclear or may evolve in certain jurisdictions. This can make it difficult for us to assess which licenses and approvals are necessary for our business, or the processes for obtaining such licenses in certain jurisdictions. For these reasons, we also cannot be certain that we will be able to maintain the licenses and approvals that we have previously obtained, or that once they expire, we will be able to renew them. We cannot be sure that our interpretations of the rules and their exemptions have been or will be consistent with those of the local regulators. As we expand our businesses, and in particular our mortgage business and our future Fintech and data services growth initiatives, we may be required to obtain new licenses and comply with additional laws and regulations in the markets in which we plan to operate.

Government and regulatory policies could also have a significant impact on real estate markets and, in turn, our revenues. For example, in 2018, the Singapore Government introduced regulations to raise Additional Buyer’s Stamp Duty rates and tighten loan-to-value limits on residential property purchases, in an effort to slow the real estate market and regulate price increases. This negatively impacted property demand and demand for our products and services. A significant change in one or more of these factors or policies in any of our Priority Markets can adversely impact real estate markets, which may reduce the demand for our platform and/or products and services and could adversely affect our business, financial condition and results of operations.

Our ability to attract, train and retain executives and other qualified employees is critical to our business, results of operations and future growth.

Our business depends on successfully hiring and retaining key employees in senior management, sales and marketing and information technology. We require highly qualified and skilled employees, including but not limited to country managers, to generate revenue and maintain customer relationships with real estate agents and developers, along with computer programmers, software engineers and data technicians (who are in high demand by technology companies operating in Southeast Asia) to develop new products and maintain and enhance existing ones.

Competition for qualified employees in our industry could become more intense. We have given heightened focus to the retention and career planning for key technology personnel due to the highly competitive employment market across our Priority Markets, especially in Singapore. If we are unable to retain or attract high quality employees required for our business activities, or replace the loss of any key personnel, or are required to materially increase the amount we offer in remuneration to secure the employment of key personnel, our operating and financial performance could be adversely affected.

We depend on our agents business for a significant portion of our revenue.

In the past we have derived and, as of the date of this proxy statement/prospectus, we believe that we will continue to derive, a significant portion of our revenue from our agents business across Southeast Asia and, in particular, in Singapore. In the six months ended June 30, 2021, agent revenue accounted for 83.0% of our revenue, and 60.0% of our agent revenue was generated from Singapore. In 2020, agent revenue accounted for 80.1% of our revenue, and 60.4% of our agent revenue was generated from Singapore. In 2019, agent revenue accounted for 72.9% of our revenue, and 59.7% of our agent revenue was generated from Singapore. Adverse developments affecting business activity in Singapore or our agents business may have a material adverse effect on our business, financial condition and results of operations. There can be no assurance that we will be able to sustain the number of agents and digital property listings necessary to maintain and grow our agents business in Singapore or in general. Furthermore, there can be no assurance that we will succeed in expanding our agents business outside of Singapore or in growing our developers, Fintech and data services.

Our operations and investments are located in Southeast Asia and we are therefore exposed to various risks inherent in operating and investing in the region.

Our Priority Markets are in Singapore, Vietnam, Malaysia, Thailand and Indonesia, which means that other than assets located in and most of the income derived from our Singapore business, our assets and income are located in emerging market countries. Emerging market countries are typically subject to greater political, policy, legal, economic, taxation and other risks and uncertainties, including but not limited to the risk of expropriation, nationalization and commercial or governmental disputes, inflation, interest rate and currency fluctuations and greater difficulty in enforcing or collecting payment against contracts or in having certainty that all required governmental and regulatory approvals necessary to run our business are in place and will be renewed. Asian markets are inherently non-homogenous and require bespoke business models for each country in which we operate which adds complexity and reduces economies of scale.

Emerging market countries where we operate may have less sophisticated legal, taxation and regulatory systems and frameworks, including but not limited to unexpected changes in, or inconsistent application, interpretation or enforcement of, applicable laws and regulatory requirements. In particular, because legislation and other laws and regulations in emerging markets are often undeveloped, it is frequently difficult to interpret those laws and regulations with certainty. Regulatory authorities may adopt different interpretations to PubCo or may revise laws, regulations or interpretations, potentially with retrospective effect, in ways that adversely affect our business, financial condition and/or results of operations. This gives rise to increased risks relating to labor practices, foreign ownership restrictions, tax regulation and enforcement, difficulty in enforcing contracts,

changes to or uncertainty in the relevant legal and regulatory regimes and other issues in the markets where we operate or may in the future operate. Such risks could interrupt or adversely impact some or all of our business and may adversely affect our business, financial condition and results of operations.

Most of our Priority Markets have experienced political and social instability at various times in the past, including but not limited to acts of political violence and civil unrest. These countries also have been subject to a number of terrorist attacks and other destabilizing events, which have led to economic and social volatility. There can be no assurance that similar destabilizing events will not occur in the future. Any such destabilizing events could interrupt and adversely affect our business, financial condition and results of operations. For example, in August 2021, Malaysian prime minister Muhyiddin Yassin resigned from his position after losing majority support from the Malaysian parliament, and Malaysia’s King Al-Sultan Abdullah named Ismail Sabri Yaakob as the country’s new prime minister. We continue to monitor the effect of these recent political developments on Malaysia’s real estate market and our business.

Investors should also note that emerging markets are also subject to rapid change. An increase in the perceived risks associated with investing in emerging economies could reduce foreign investment in our Priority Markets, which may have a materially adverse impact on the real estate markets in those places, or make it more difficult for us to obtain debt and equity financing, which could adversely affect our financial capacity to meet our business objectives and therefore adversely affect our business, financial condition and results of operations.

We conduct business in certain countries where there is a heightened risk of fraud and corruption due to local business practices and customs. Fraud and corruption may have an adverse impact on our reputation if any property developers who use our digital property classifieds marketplaces or our SaaS solution, or any other counterparties with whom we deal or contract in any aspect of our business, engage in fraud, bribery or corrupt practices, particularly in order to secure government involvement in, or approvals of, new development projects and to grant permits and development approvals.

Our strategic investments and acquisitions may not bring us anticipated benefits, may pose integration challenges and may divert the attention of management, and we may not be successful in pursuing future investments and acquisitions.

We have completed strategic acquisitions in the past and plan to explore additional acquisitions in the future. For example, we acquired Batdongsan.com.vn in Vietnam in 2018 and Ensign, which owned the Asia Property Awards business, in 2016. On August 3, 2021, through our acquisition of the Panama Group, we acquired iProperty’s (a subsidiary of REA Group) Malaysia and Thailand property portal businesses, iProperty.com.my, thinkofliving.com and Prakard.com.

Strategic acquisitions and the subsequent integration of new businesses and assets with our businesses can require significant attention from our management and result in a diversion of resources from our existing business, which in turn could adversely affect our business operations. There is a risk that acquisitions, such as our recent acquisition of the Panama Group, may fail to meet our strategic objectives or that the acquired business may not perform in line with expectations. The process of integrating an acquired company, business or technology may also create unforeseen operating difficulties and expenditures, and we may fail to achieve expected synergies, cost savings, returns and other benefits as a result of integration challenges. There is also a risk that customers of acquired businesses do not continue using our platform, if, for example, they are unwilling to pay higher prices. Our acquisitions could also fail to achieve anticipated revenue, earnings, or cash flow, and we may be unable to maintain the key customers, business relationships, suppliers, and brand potential of our acquisitions. In addition, there may be difficulties and expenses in assimilating particular investments or acquisitions, such as their operations, products, technology, privacy protection systems, information systems or personnel. In addition, there could be challenges and increased demands on our personnel associated with the management of additional platforms and revenue streams. Any such negative developments could adversely affect our business, financial condition and results of operations.

Strategic investments or acquisitions inherently involve the risk of incurring liability for the past acts, omissions or liabilities of the acquired business that are unforeseen or greater than anticipated. In such cases, we may be subject to legal, operational, tax and other risks, and our financial and operating performance and growth prospects may be adversely impacted and our reputation may be harmed. We may continue to be exposed to such risks and liabilities for a period after our acquisition or investment as we review and integrate our acquisitions and, where necessary, improve the acquired business’ reporting, compliance and other functions.

While we expect to undertake due diligence investigations in respect of our acquisitions, and may engage external advisors to provide us with reports on due diligence matters, we may not be able to identify all risks (including but not limited to as to finance, legal, operational or tax matters) or be able to verify the accuracy, reliability or completeness of information obtained during our diligence investigations. These risks may increase when there are limitations or restrictions on the scope or nature of the due diligence that we are able to undertake in connection with the acquisition of a business, assets or technology. In addition, we may only be able to obtain limited contractual representations, warranties and indemnities from the sellers in respect of the adequacy or accuracy of the information and materials disclosed by them to us during the due diligence process and in respect of other material matters relating to the acquired business or the acquisition. The representations, warranties and indemnities provided by the sellers may be limited in scope or duration and may also be difficult to enforce in the relevant jurisdictions. There is also a risk that the sellers may withhold material information from us during our due diligence investigations, and may make misrepresentations to us or third parties relating to the operational and financial performance and financial condition of the business we are acquiring, including but not limited to in relation to operational, business, financial, taxation and compliance matters. If any of the information provided by or on behalf of a seller or third parties with whom we engage as part of the due diligence process is incomplete, incorrect, inaccurate or misleading, or if material information is withheld from us, we may not identify all of the risks of the business, assets or technology we are acquiring, the business, assets or technology may not perform as we expected, and we may incur unanticipated costs and liabilities. We may also incur unanticipated costs and liabilities if we fail to honor the representations, warranties and indemnities that we provide to counterparties in connection with strategic investments or acquisitions.

If an acquisition underperforms or there are material deviations in the quality or nature of acquired assets versus what was envisaged during due diligence and negotiation of such acquisition, this may result in impairments to the carrying values of assets on the balance sheet including but not limited to goodwill and intangible assets. These impairments may adversely impact our financial condition and results of operations and the confidence of shareholders, financial lenders or agents and employees.

We may not be successful in implementing our growth strategies and our business could suffer if we do not successfully manage our growth.

We have identified a number of potential adjacent growth opportunities such as data, Fintech, home services (including but not limited to contractor and moving services) and developer operating systems. Though we may expand our operations into adjacent offerings, there is no guarantee we will be able to monetize these opportunities. New products and services may have a higher degree of risk, as they may involve new offerings with which we have limited or no prior development or operating experience. There can be no assurance that customer or consumer demand for such offerings will materialize or be sustained at the levels that we anticipate, that we will be able to successfully manage the development and delivery of such offerings, or that any of these offerings will gain sufficient market acceptance to generate sufficient revenue to offset associated expenses or liabilities. We may also be subject to pressure from existing and future competitors in any new offerings, and it is also possible that offerings developed by others will render our offerings noncompetitive or obsolete. Further, these efforts may entail investments in our systems and infrastructure and increased legal and regulatory compliance expenses, could distract management from current operations, and may divert capital and other resources from our more established offerings and geographies. Even if we are successful in developing new offerings, regulatory authorities may subject us or our customers and consumers to new regulatory regimes (including but not limited to Fintech), rules, taxes, or restrictions or more aggressively enforce existing rules,

taxes, or restrictions, that could increase our expenses or prevent us from successfully commercializing these initiatives. We may be exposed to risks due to our unfamiliarity with the relevant laws and regulations, potentially leading to misinterpretation and/or non-compliance. If we do not realize the expected benefits of our investments, we may fail to grow and our business, financial condition and results of operations may be adversely affected.

We may need to raise additional capital to grow our business and we may not be able to raise additional capital on terms acceptable to us, or at all.

We have funded our operations since inception primarily through equity and debt financings and revenue generated from our business. Growing and operating our business, including but not limited to through the development of new and enhanced products and services, may require significant cash outlays, liquidity reserves and capital expenditures. If cash on hand, cash generated from operations and cash equivalents and investment balances are not sufficient to meet our cash and liquidity needs, we may need to seek additional capital and we may not be able to raise the necessary cash on terms acceptable to us, or at all. Financing arrangements we pursue or assume, including but not limited to debt or equity financing, may require us to grant certain rights, take certain actions, or agree to certain restrictions, that could negatively impact our business. Equity financing, or debt financing that is convertible into equity, could also result in additional dilution to our existing shareholders. If additional capital is not available to us on terms acceptable to us or at all, we may need to modify our business plans, which could adversely affect our business, financial condition and results of operations.

Our historical financial results and the unaudited pro forma condensed combined financial statements included elsewhere in this proxy statement/prospectus may not be indicative of our future consolidated results of operations or financial condition going forward, and our unaudited pro forma condensed combined financial statements included elsewhere in this proxy statement/prospectus may not be indicative of what our actual financial position or results of operations would have been.

The unaudited pro forma condensed combined financial statements in this proxy statement/prospectus are presented for illustrative purposes only and has been prepared based on a number of assumptions including, but not limited to: (i) assuming no redemptions: this presentation assumes that no Bridgetown 2 public shareholders exercise redemption rights with respect to their Class A Ordinary Shares; and (ii) assuming maximum redemptions: this presentation assumes that 26,705,752 of the Bridgetown 2 public shares are redeemed for their respective pro rata shares of the funds in Bridgetown 2’s trust account, which is derived from the number of shares that could be redeemed in connection with the Business Combination assuming i) a redemption price of $10.00 per share and ii) funds in the amount of $299,007,509 held in the Trust Account as of June 30, 2021, such that Bridgetown 2 would still satisfy the requirement to have at least $5,000,001 in net tangible assets either immediately prior to or upon consummation of the Business Combination. As of June 30, 2021, Bridgetown 2 has total assets of $300,769,537, of which $299,007,509 are investments held in the Trust Account. Accordingly, such pro forma condensed combined financial statements may not be indicative of our future operating or financial performance and our actual financial condition and results of operations may vary materially from our pro forma results of operations and balance sheet contained elsewhere in this proxy statement/prospectus, including but not limited to as a result of such assumptions not being accurate. See the section titled “Unaudited Pro Forma Condensed Combined Financial Statements.”

Similarly, our historical financial results and pro forma financial information included in this proxy statement/prospectus may not reflect the financial condition, results of operations or cash flows we would have achieved as a combined company during the periods presented or those that we will achieve in the future. This is primarily the result of the following factors: (i) we will incur additional ongoing costs as a result of the Business Combination, including but not limited to costs related to public company reporting, investor relations and compliance with the Sarbanes-Oxley Act; and (ii) our capital structure will be different from that reflected in our historical financial statements. Our financial condition and future results of operations could be materially different from amounts reflected in its historical financial statements and pro forma financial information

included elsewhere in this proxy statement/prospectus, so it may be difficult for investors to compare our future results to historical results and pro forma financial information or to evaluate our relative performance or trends in our business. In addition, our operating results are not predictable and our historical results and pro forma financial information may not be indicative of our future results.

The projected financial and operating information in this proxy statement/prospectus relies in large part upon assumptions and analyses developed by us. If these assumptions or analyses prove to be incorrect, our actual operating results may be materially different from our forecasted results.

The projected financial and operating information appearing elsewhere in this proxy statement/prospectus reflect current estimates of our future performance and incorporate certain financial and operational assumptions, including but not limited to:

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lifting of previously implemented safe distancing government orders in our Priority Markets, resumption of international travel, the ability of agents to hold in-person viewings and continued economic recovery from the COVID-19 pandemic in 2021. In 2022 and beyond, we assume that the number of COVID-19 cases gradually decrease in our Priority Markets and other markets where we operate, vaccine roll-outs are successful and are not undermined by new COVID-19 variants and that there is no resumption of any form of movement control or stay-at-home orders that would adversely impact the real estate market or the pace of general economic recovery;

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expected contributions to our business, particularly in Malaysia, from the Panama Group that we acquired in 2021;

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in relation to revenue generated from agents, ARPA growth driven by depth product offerings and agent acquisitions in growth markets;

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in relation to revenue generated from developers, our ability to offer a performance-focused value proposition, the continued innovation of our PropertyGuru FastKey offering and offline-to-online migration; and

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the expansion of our business into Fintech (mortgage and property insurance) and data services (valuation and data consultancy) over the long term.

The assumptions that underlie our projections are preliminary and there can be no assurance that our actual results will be in line with our expectations. The projections cover multiple years and such financial projections, by their nature, become subject to greater uncertainty with each succeeding year. In addition, whether actual operating and financial results and business developments will be consistent with our expectations and assumptions as reflected in our forecast depends on various factors, many of which are outside our control, including but not limited to those stated elsewhere in this “Risk Factors” section and the following:

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our ability to complete strategic acquisitions in the future;

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our ability to integrate acquisitions successfully;

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our ability to manage our anticipated growth;

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whether we can retain our existing, and attract new, customers;

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competition, including from established and future competitors;

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our ability to retain existing key management, to integrate recent hires and to attract, retain and motivate qualified personnel;

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the overall strength and stability of economies in our Priority Markets and elsewhere in Asia;

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regulatory, legislative and political changes; and

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consumer preferences and spending habits.

Unfavorable changes in any of these or other factors, most of which are beyond our control, could adversely affect our business, financial condition and results of operations and cause our actual results to differ materially from the projections contained in this proxy statement/prospectus.

The Initial Projections and the Updated Outlook have been prepared by PropertyGuru’s management. Investors should note that the Initial Projections and the Updated Outlook have not been independently verified or confirmed by Bridgetown 2 or any third party. In particular, none of PricewaterhouseCoopers LLP, Ernst & Young PLT or WithumSmith+Brown, PC have audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the Initial Projections or the Updated Outlook, and none of them have expressed an opinion or any other form of assurance with respect to the Initial Projections or the Updated Outlook.

Catastrophic events may disrupt our business.

Natural disasters or other catastrophic events may cause damage or disruption to our operations, real estate commerce, and the global economy, and thus could harm our business. In particular, the COVID-19 pandemic, including but not limited to the reactions of governments, markets, and the general public, may result in adverse consequences for our business and results of operations, the details of which would be difficult to predict. These catastrophic events may also cause an adverse change in investor sentiment with respect to our business specifically or the stock market more generally, which could have a negative impact on the value of the PubCo Ordinary Shares.

In the event of a major earthquake, hurricane, windstorm, tornado, flood or catastrophic event such as pandemic, fire, power loss, telecommunications failure, cyber-attack, war, or terrorist attack, we may be unable to continue our operations and may endure reputational harm, delays in developing our platform and solutions, disruptions to our technology platform and infrastructure, disruptions to or breaches of our data security systems, loss of or unauthorized access to critical data, and substantial additional costs, all of which could harm our business, results of operations and financial condition. Also, the insurance we maintain would likely not be adequate to cover our losses resulting from such disasters or other business interruptions.

As we grow our business, the need for business continuity planning and disaster recovery plans will grow in significance. If we are unable to develop adequate plans to ensure that our business functions continue to operate during and after a disaster, and successfully execute on those plans in the event of a disaster or emergency, our business, financial condition and results of operations could be harmed.

Some of our potential losses may not be covered by insurance. We may not be able to obtain or maintain adequate insurance coverage.

We maintain insurance to cover costs and losses from certain risk exposures in the ordinary course of our operations. We are responsible for certain retentions and deductibles that vary by policy, and we may suffer losses that exceed our insurance coverage by a material amount. We may also incur costs or suffer losses arising from events against which we have no insurance coverage. In addition, large scale market trends or the occurrence of adverse events in our business may raise our cost of procuring insurance or limit the amount or type of insurance we are able to secure. We may not be able to maintain our current coverage, or obtain new coverage in the future (including but not limited to coverage for our directors and executive officers), on commercially reasonable terms or at all. Our insurance policies do not cover 100% of the costs and losses from the events that they are intended to insure against. There are certain losses, including but not limited to losses from floods, fires, earthquakes, wind, pollution, certain environmental hazards, security breaches, litigation, regulatory action, and others for which we may not be insured because it may not be deemed economically feasible or prudent to do so, among other reasons. Any losses resulting from lack of insurance coverage could adversely affect our business, financial condition and results of operations.

If the methodologies we use to assess property values on our platform are inaccurate, it could have an adverse effect on our business, financial condition and results of operation.

We appraise property on our platform based on various factors, including but not limited to our knowledge of the real estate markets in which we operate. The property valuations presented on our platform are generated through, among other things, analysis of prior sales of similar properties (by location and/or type) and analysis of the demand for similar properties on our own websites. While we may seek to confirm or supplement the information provided in such a request through our own due diligence, we may rely on the information supplied to us by prospective sellers to make offer decisions, and we cannot be certain that this information is accurate. If owner-supplied information is inaccurate, we may make poor or imperfect pricing decisions including but not limited to those due to undisclosed issues, conditions or defects. Inaccurate property valuations may have a negative impact on our brand and consumer satisfaction, which could have an adverse effect on our business, financial condition and results of operation.

Improper, illegal or otherwise inappropriate activity by agents, developers or other third parties could harm our business and reputation and expose us to liability.

We are exposed to potential risks and liabilities arising from improper, illegal or otherwise inappropriate activity taken by customers who use our platform and any other third parties with whom we partner or transact from time to time. There can be no assurance that we will be able to identify and address all instances of improper, illegal or otherwise inappropriate activity on, or facilitated by or through, our platform in a timely manner or at all. Such inappropriate activity may give rise to customer or third-party claims and customers or the general public may lose confidence in our platform and our brand.

We have identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future or fail to maintain an effective system of internal control over financial reporting, which may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations, which may adversely affect investor confidence in PubCo and, as a result, the value of PubCo’s shares.

We have identified material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal controls such that there is a reasonable possibility that a material misstatement of PropertyGuru’s annual or interim financial statements will not be prevented or detected on a timely basis. Certain of these material weaknesses resulted in immaterial audit adjustments to several accounts and disclosures.

The material weaknesses are as follows:

We have insufficient accounting and financial reporting personnel with the necessary knowledge and experience with respect to the SEC’s rules and regulations and the internal control over financial reporting requirements of the Sarbanes-Oxley Act of 2002;

We do not perform detailed process-level risk assessments over significant classes of transactions and, therefore, have not formally documented and do not monitor the operating effectiveness of all key internal controls over financial reporting, including management review controls in areas of estimation and judgment;

We have not formally documented and do not monitor the operating effectiveness of information technology general controls for information systems that are relevant to the preparation of the financial statements; and

We have not formally documented and do not monitor the operating effectiveness of accounting policies, procedures, or controls over the preparation, analysis and review of our financial statements and related disclosures, including controls relating to account reconciliations, estimates, and journal entries.

While we plan to take measures to remedy these material weaknesses and control deficiencies, we cannot predict the success of such measures or the outcome of our assessment of these measures or the time it will take to remedy such deficiencies, assuming we are able to do so. We can give no assurance that these measures will remediate the material weaknesses in internal control or control deficiencies or that additional material weaknesses or significant deficiencies in our internal control over financial reporting will not be identified in the future. Our failure to implement and maintain effective internal control over financial reporting could result in errors in our financial statements that may lead to a restatement of our financial statements or cause us to fail to meet our reporting obligations.

Our management may in the future conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it concludes that we have not maintained, in all material respects, effective internal control over financial reporting based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, we may identify other weaknesses and deficiencies in our internal control over financial reporting. If we fail to maintain the adequacy of our internal control over financial reporting, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. If we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of our ordinary shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions.

After we become a public company, our reporting obligations may place a significant strain on our management, operational and financial resources and systems for the foreseeable future. Section 404 of the Sarbanes-Oxley Act requires that PubCo include a report from management on the effectiveness of PubCo’s internal control over financial reporting in PubCo’s annual report on Form 20-F beginning with its second annual report on Form 20-F after becoming a public company. In addition, once PubCo ceases to be an “emerging growth company” as such term is defined in the JOBS Act, PubCo’s independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. We may be unable to timely complete our evaluation testing and any required remediation. In addition, because PubCo will be an “emerging growth company” and intends to take advantage of exemptions from various reporting requirements that are applicable to most other public companies, including, but not limited to, an exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that PubCo’s independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting, any remedial measures that we take to remedy material weaknesses and control deficiencies may not be independently verified by an independent third party.

The growth and expansion of our business may place a significant strain on our operational and financial resources in the future. As we continue to grow, we may not be able to successfully implement requisite improvements to our internal control systems, controls and processes, such as system access and change management controls, in a timely or efficient manner. Our failure to improve our systems and processes, or their failure to operate in the intended manner, whether as a result of the growth of our business or otherwise, may result in our inability to accurately forecast our revenue and expenses, or to prevent certain losses. Moreover, the failure of our systems and processes could undermine our ability to provide accurate, timely and reliable reports on our financial and operating results and could impact the effectiveness of our internal control over financial reporting.

Unfavorable media coverage could harm our business, financial condition, and results of operations.

We are the subject of media coverage from time to time. Unfavorable publicity regarding our business model, revenue model, customer and consumer support, technology, platform changes, platform quality, privacy or security practices, or management team could adversely affect our reputation and brand and our ability retain existing and attract new customers and consumers, which could adversely affect our business, financial condition, and results of operations. As we continue to implement our growth strategy and expand our business, any future issues that draw media coverage could have an amplified negative effect on our reputation and brand. In addition, negative publicity garnered by our customers may also indirectly affect us and damage our reputation and brand, even if the negative attention is not directly related to us. Any negative publicity that we may receive could diminish confidence in, and the use of, our platform, which could have an adverse effect on our business, financial condition and results of operation.

Industry data, projections and estimates contained in this proxy statement/prospectus are inherently uncertain and subject to interpretation. Accordingly, you should not place undue reliance on such information.

This proxy statement/prospectus contains market and industry data, estimates and statistics obtained from third-party sources, including Frost & Sullivan. This data includes estimates and forecasts regarding urbanization, GDP per capita, digitalization, online penetration of real estate advertising expenditure, total addressable market, engagement market share and organic traffic. While we believe such information to be reliable in general, we have not independently verified the accuracy or completeness of any such third-party information. Such information may not have been prepared on a comparable basis or may not be consistent with other sources. Similarly, this proxy statement/prospectus contains information based on or derived from internal company surveys, studies and research that has not been independently verified by third-party sources.

Industry data, projections and estimates are subject to inherent uncertainty as they necessarily require certain assumptions and judgments. Moreover, geographic markets and the industries we operate in are not rigidly defined or subject to standard definitions. Accordingly, our use of the terms referring to our geographic markets and industries such as online real estate advertising and property technology may be subject to interpretation, and the resulting industry data, projections and estimates may not be reliable. For these reasons, you should not place undue reliance on such information.

Fluctuations in foreign currency exchange rates will affect our financial results, which we report in Singapore Dollars.

We operate in multiple jurisdictions, which exposes us to the effects of fluctuations in currency exchange rates. We earn revenue in Singaporean Dollars, Indonesian Rupiah, Thai Baht, Vietnamese Dong and Malaysian Ringgit among other currencies. Our consolidated financial statements are presented in Singapore Dollars, which is the functional currency of PropertyGuru. Fluctuations in the exchange rates between the various currencies that we use could result in expenses being higher and revenue being lower than would be the case if exchange rates were stable. We cannot assure you that movements in foreign currency exchange rates will not have a material adverse effect on our results of operations in future periods. Furthermore, a substantial amount of our revenue is denominated in emerging markets currencies. Because fluctuations in the value of emerging markets currencies are not necessarily correlated, there can be no assurance that our results of operations will not be adversely affected by such volatility.

Risks Related to PropertyGuru’s Intellectual Property and Technology

Any failure to protect our information technology systems and platforms against security breaches (which includes physical and/or cybersecurity breaches either by external actors or rogue employees) or otherwise protect our confidential information or our platform users’ personally identifiable information could damage our reputation and brand and adversely affect our business, reputation, financial condition and results of operations.

Our information technology systems, including but not limited to online platforms, payment systems and certain third-party systems we use, store, analyze, process, handle and transmit confidential, proprietary and commercially sensitive information as well as personally identifiable information, entrusted to us by platform users. While we have implemented various procedures and controls intended to (i) increase the security for the confidential information held on (a) our premises, (b) our information technology systems, and (c) certain third party systems we use, and (ii) monitor and mitigate security and cybersecurity threats, there is a risk that the measures we take to protect such information and data are insufficient to prevent security breaches or other unauthorized access or disclosure of the information and data. Any security breach, data loss, or other compromise, including but not limited to those resulting from a cybersecurity attack, phishing attack, or any unauthorized access, unauthorized usage, virus or similar breach or disruption, whether intentional or inadvertent, could result in the access, public disclosure, loss or theft of our customers’ and employees’ confidential, sensitive and personal information, which could negatively affect our ability to attract new customers, result in significant reputational damage and subject us to significant lawsuits, regulatory fines, or other actions or liabilities, any of which could materially and adversely affect our business, reputation, financial condition and results of operations.

Further, we use a combination of third-party cloud computing services and co-located data centers. We do not control the physical operation of the co-located data centers we use or the operations of third-party cloud providers. Our and third-party operations may be exposed to security risks including but not limited to theft, computer viruses, denial-of-service attacks and other vulnerabilities out of our control. Any interruptions or delays in services from third parties could impair the delivery of our products and offerings and adversely affect our business, reputation, financial condition and results of operations.

Our platform is constituted of many components and incorporates software that is intricately integrated with our business processes. Our business is dependent upon our ability to prevent system interruption on our platform. Our software, including but not limited to open-source software that is incorporated into our code, may now or in the future contain undetected errors, bugs, or vulnerabilities. Some errors in our software code may only be discovered after the code has been released. Viruses, worms and other malicious software programs, such as ransomware, may interfere with, or exploit security flaws in, our software products and services. This may jeopardize the security of information stored in a user’s computer or in our computer systems and may also cause interruptions on our platform. If we fail to combat these malicious applications, or our products and services have actual or perceived vulnerabilities, our reputation may be harmed, we may lose customers and user traffic may decline. This may result in an adverse effect on our business, reputation, financial condition and results of operations.

Various other security breaches may also cause system failures, including but not limited to flaws in third-party software or services, errors or misconduct by our employees or third-party service providers. In addition, we are subject to phishing scams from time to time, and such fraudulent activities by third parties aimed at us or our customers, may damage our reputation or result in a loss of users or advertisers, which could adversely affect our business, financial condition and results of operations.

The costs of mitigating cybersecurity risks are significant and are likely to increase in the future. These costs include, but are not limited to, retaining the services of cybersecurity providers; compliance costs arising out of existing and future cybersecurity, data protection and privacy laws and regulations; and costs related to maintaining redundant networks, data backups and other damage-mitigation measures. Further, we do not carry

any cyber liability insurance, which may expose us to certain potential losses for damages or result in penalization with fines in an amount exceeding our resources.

We are subject to privacy, data protection and information security laws in the jurisdictions in which we operate, and these regulations could impose significant compliance burdens.

As a Singapore-incorporated company, we are, with regards to privacy legislation, subject principally to the Personal Data Protection Act 2012 (No. 26 of 2012 of Singapore) (“PDPA”) in relation to the collection, use and/or disclosure of personal data. See “PropertyGuru’s Business—Regulations.” Similarly, there are personal data protection laws and regulations imposed on our group companies in each of the other Priority Markets. We have obligations under Malaysia’s Personal Data Protection Act, Thailand’s Personal Data Protection Act (the “Thai PDPA”) and Vietnam’s data protection, personal information and privacy regulations set out in Civil Code and in sectoral laws including but not limited to the Network Information Security Law to protect credit information and personal data from any loss, misuse, modification, unauthorized or accidental access or disclosure, alteration or destruction of such information. We are also subject to the Law on Electronic Information and Transactions in Indonesia, where new personal data protection legislation has also been proposed. While we have implemented cybersecurity measures to protect credit information and/or personal data in accordance with the law, any failure to comply with such data protection requirements as a result of cybersecurity attacks, data breaches and general unauthorized accesses to computers, networks and data may subject PubCo to penalties, regulatory scrutiny and in the worst case license suspension and additional liability, and we may incur additional significant costs to maintain or regain compliance. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.

We have also aligned our practices with the Practice Guidelines on Ethical Advertising issued by the Singapore Council for Estate Agencies (the “CEA Practice Guidelines”). The CEA Practice Guidelines seeks to provide estate agents and salespersons with clear and detailed guidelines on the use of advertisements to comply with the Code of Ethics and Professional Client Care (set out in the Estate Agents (Estate Agency Work) Regulations 2010) and establish best practices in advertisements. While our management has confirmed that we are not regulated by the Council for Estate Agencies, as a facilitator of property listings to the public, we nevertheless observe the CEA Practice Guidelines as a matter of best practice. Other than in Malaysia, where registered estate agents are required to comply with advertisement and publicity requirements, there are no similar regulations and guidelines in our other Priority Markets.

We are subject to many other laws and regulations, including but not limited to those related to intellectual property, protection of minors and property seeker protection. We are also subject to laws and regulations in our other Priority Markets which regulate our right to operate a business there, including but not limited to foreign ownership restrictions.

These laws and regulations are constantly evolving and may be interpreted, applied, created, or amended, in a manner that could materially harm our business, require changes to our business model or restrict our practices in certain jurisdictions. Whilst we monitor legal and regulatory developments in the places that we operate to implement measures and develop policies and procedures to address those laws and regulations, we cannot confirm that we are materially compliant with all such laws.

With regard to the Thai PDPA, although the Thai PDPA has been enacted since 2019, full enforcement has been postponed until June 1, 2022. During this postponement period, the main provisions of the Thai PDPA including Chapter 2 (Personal Data Protection), Chapter 3 (Use or Disclosure of Personal Data) and Chapter 7 (Punishment) will not be enforced against “personal data controllers” in certain business industries and groups of organization, including the business of our Thai subsidiaries. Those personal data controllers are required to provide data security measures as prescribed by the state authority (i.e., access control measure) during the postponement period. However, any breach of personal data during this period may be actionable in tort under the Thai Civil and Commercial Code, which is a catch-all provision which prohibits and penalizes wrongful acts

in general. The penalties for violations under the PDPA include civil penalty (include punitive damages), criminal penalty (fines and imprisonment) and administrative fines.

System interruption in our information systems and infrastructure including but not limited to system capacity constraints may adversely affect our business, financial condition and results of operations.

We rely on significant IT infrastructure and systems and the ongoing maintenance of the global, regional and local Internet infrastructure to provide the necessary data speed, capacity and security to allow us to offer viable services. We rely on third-party providers for web hosting services, including Amazon Web Services which is our main hosting provider and in Vietnam where our infrastructure for web hosting is co-located in a shared data center facility. If the third-party infrastructure or systems that we depend on were to fail for any reason, this may cause our portals to experience significant downtime or impaired performance, which could force traffic to our competitors.

The number of internet users and amount of Internet traffic has grown significantly, particularly in our Priority Markets. There can be no assurance that the internet infrastructure in our Priority Markets will continue to support the demands placed on it by continued growth. The reliability of the local infrastructure in our Priority Markets should also be considered. For example, power shortages in Indonesia resulting in reliance on generators can cause disruption to our systems.

While we invest significantly in our technology and infrastructure, there can be no guarantee that the technology and infrastructure investments that we have made will be sufficient to prevent system failures.

A disruption in our information technology network for any reason will test our redundancy infrastructure and systems, as well as other system interruption safeguards and protocols that we have implemented. If these systems, infrastructure, safeguards and protocols prove insufficient or fail, our ability to protect our data and intellectual property and to reliably service customers and consumers will be compromised. We have experienced minor system failures in the past and may again in the future. Our business continuity and disaster recovery planning cannot account for all possibilities and our IT infrastructure may remain vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunication failures, global pandemics, terrorist attacks, computer viruses, ransomware and similar events. Any significant disruption in our network or the services that we depend on could damage our reputation and brands and may result in a loss of our customers and consumers, which could adversely affect our business, financial condition and results of operations.

We rely on third-party suppliers and service providers, many of whom have significant leverage over us.

Our business is dependent on maintaining relationships with key third party suppliers, data providers, information technology suppliers, and software and infrastructure providers. We use Amazon Web Services for a majority of our hosting and infrastructure requirements including but not limited to storage, networking and database management. Our relationship with Amazon Web Services is governed by their standard customer agreement, as supplemented by a pricing addendum which sets out the details of the services provided under the agreement. On June 14, 2020, we entered into a new pricing addendum with Amazon Web Services for a term of two years. The customer agreement, with the pricing addendum, or collectively the “AWS Agreement”, will expire on June 30, 2022. Amazon Web Services can change or discontinue services provided under the AWS Agreement from time to time, provided that they provide 12 months’ prior notice if such changes are material (except in certain situations, such as if such notice period would be economically or technically burdensome or cause Amazon Web Services to violate legal requirements). Amazon Web Services can also modify the AWS Agreement at any time by posting a revised version of the customer agreement or standard terms of service on their website or by notifying us, provided that they provide at least 90 days’ advance notice of any adverse changes. Amazon Web Services can also terminate the AWS Agreement for convenience by providing at least 30 days’ advance notice. While we have in the past been able to renew our customer agreement with Amazon Web Services and expect to continue to do so in the future, there can be no assurance that we can continue to renew

the AWS Agreement with Amazon Web Services upon its expiration on commercially favorable terms or at all or if the AWS Agreement is not terminated early pursuant to its terms. While we believe that we would be able to procure comparable services from alternative providers if required, our business and operations may be adversely affected in the short-term while we transition hosting and infrastructure services to such alternative providers. We advertise and rely on third-party websites and platforms, such as Google and Facebook, to drive traffic to our website and applications. Given the limited number of these suppliers, these suppliers can often exert significant market power and dictate contract terms. See also “—We may not be able to attract a sufficient level of traffic to our websites and applications.”

We obtain real estate sale transactions data under licenses from third-party data providers. We use this data to enable the development, maintenance and improvement of our data services (valuation and data consultancy) business. We have invested significant time and resources to develop proprietary algorithms, valuation models, software and practices to use and improve upon this specific data. We may be unable to renew our licenses with these data providers, or we may be able to do so only on terms that are less favorable to us, which could harm our ability to continue to develop, maintain and improve these information services and could adversely affect our business, financial condition and results of operations.

Our arrangements with such suppliers are typically governed by short-term service agreements which are entered into on the supplier’s standard terms and conditions and generally may be terminated for material breaches. There can be no assurance that we will be able to find alternative sources of technology or systems when needed on commercially reasonable terms, on a timely basis or at all. Any interruption in those services may disrupt our business operations causing damage to reputation and loss of customers. We may also experience an increase in the cost of doing business and a disruption in our ability to provide a simple and fast interface to our customers and consumers if we are unable to renew our contracts with key suppliers. Further, there can be no guarantee that we will be able to renew our supply contracts on similar terms or at all. Any change to our relationships with our key suppliers or the services they provide could adversely affect our business, financial condition and results of operations.

We may be unable to adequately protect our intellectual property, which could harm the value of our brands and our business. We may be subject to third party claims for intellectual property rights infringement.

Substantial elements of our websites, applications, databases and underlying technology, as well as our domain names and trademarks are proprietary in nature. The commercial value of our intellectual property is dependent in part on operational procedures to maintain confidentiality and legal protections provided by a combination of copyright, trademarks, confidentiality obligations on employees and third parties and other intellectual property rights. There is a risk that our intellectual property may be compromised, including but not limited to:

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third parties have obtained, and in the future may obtain or misappropriate, certain of our data through website scraping, robots, or other means to launch copycat sites, aggregate our data for their internal use, or to feature or provide our data through their respective websites, and/or launch businesses monetizing this data; or

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third parties, including but not limited to search engines and websites such as Google and Facebook that we depend on to drive traffic to our website and applications, may gain insight into our intellectual property and may use this insight to develop alternative technologies, products or services that compete with us or may develop similar technology independently, particularly since some of these companies already operate other digital classifieds business, marketplaces and metaverses.

Infringement of our intellectual property may require us to commence legal actions, such as court or administrative proceedings, which could be costly, time consuming and potentially difficult to prevail in certain jurisdictions (such as proceedings that we brought to enforce certain copyright in Singapore in 2018, which were largely unsuccessful). Our failure to protect our intellectual property rights could erode our market position and

adversely affect our business, financial condition and results of operations. Further, actions we take to protect our intellectual property may not succeed in preventing the misappropriation of our intellectual property and proprietary information. Alternatively, parties may make claims against us and may be able to obtain injunctive or other equitable relief that could prevent us from further developing or using our products. From time to time we may introduce new products or make other business changes, including but not limited to in areas where we currently do not compete, which may increase our exposure to intellectual property rights claims from competitors and other entities.

Any legal action that we may bring to protect our proprietary information or to defend our position could be time consuming, expensive and, ultimately, unsuccessful. In the event of a successful claim of infringement against us, we may be required to pay damages or obtain one or more licenses from the prevailing third party if available, which could cause us to incur substantial costs, or cease providing certain services, any of which may have an adverse effect on our business, financial condition and results of operations.

Our services utilize third-party open-source software components, which may pose particular risks to our proprietary software, technologies, products and services in a manner that could negatively affect our business.

We use open-source software in our services and will continue to use open-source software in the future. Use and distribution of open-source software may entail greater risks than use of third-party commercial software, as open-source licensors generally do not provide support, warranties, indemnification or other contractual protections regarding infringement claims or the quality of the code. To the extent that our services depend upon the successful operation of open-source software, any undetected errors or defects in this open-source software could prevent the deployment or impair the functionality of our platform and consequently out ability to deliver services to customers, delay new solutions introductions, result in a failure of our platform, and injure our reputation.

Some open-source licenses contain requirements that we make available source code for modifications or derivative works we create based upon the type of open-source software we use, or grant other licenses to our intellectual property. If we combine our proprietary software with open-source software in a certain manner, we could, under certain open-source licenses, be required to release or license the source code of our proprietary software to the public. From time to time, we may be subject to claims asserting ownership of, or demanding release of, the source code, the open-source software and/or derivative works that were developed using such software, requiring us to provide attributions of any open-source software incorporated into our distributed software, or otherwise seeking to enforce the terms of the applicable open-source license. These claims could also result in litigation, require us to purchase a costly license or require us to devote additional research and development resources to re-engineer our software or change our products or services, any of which could adversely affect our business, financial condition and results of operations.

Risks Related to Regulatory Compliance and Legal Matters

Uncertainties with respect to laws and regulations in the countries in which we operate could adversely affect our business, financial condition and results of operations.

Our business is subject to a range of regulations, including but not limited to tax, privacy, data, competition and advertising legislation. There is a risk that governments and regulatory authorities may from time to time make changes to applicable laws and regulatory policies which might make it more difficult or onerous for us to operate. Additionally, there is a risk that laws and policies in emerging markets may change at short notice, and that while changes can generally be expected to operate prospectively, from time to time they may also be given retrospective effect. Such changes, particularly (but not exclusively) those made retrospectively, may result in us not being in compliance with applicable laws with the result that we may incur additional penalties.

Given the number of countries in which we operate, there is a risk that there may be inconsistencies between laws and policies with which we are required to comply in those countries, which may make it difficult for us to

be compliant with all of those laws at the same time. In emerging markets, there are also risks that the regulatory authorities’ interpretation of laws and the manner in which they enforce those laws may be inconsistent and differ from our own interpretation of said laws. This may make it difficult to understand, with certainty, the nature and extent of those obligations.

Any interpretation of laws and practice that is contrary to the view of those laws and practice taken by us may adversely affect our liabilities or expose us to legal, regulatory or other actions. Inconsistent enforcement of laws also creates compliance risks as it may make it difficult to engage with regulatory authorities on compliance matters. Such inconsistency may also result in variability in the penalties associated with any non-compliance. Appeals against the enforcement actions taken by regulatory authorities in the places where we operate may not be possible, may take a long time to conclude, carry significant costs and risks and the results may be uncertain and involve external influences outside our control.

Any significant changes to regulations that affect the fundamental structure of the real estate market in our Priority Markets could adversely affect our business, financial condition and results of operations. For example, if increased regulation in respect of the role of real estate agents was introduced to mandate that all real estate agents must join a licensed agency, this could result in pricing pressures if that licensed agency or industry body were able to leverage market power to demand pricing changes, which could adversely impact our profit margins. In addition, if data security laws similar to those in place in the European Union were to be introduced in the jurisdictions in which we operate or if we conclude that the breadth of such laws may impact users of our platforms, there would be greater restriction on our use of data and higher compliance costs associated with meeting those standards.

Governments may also introduce regulatory measures that have an adverse impact on the real estate market and, in turn, adversely affect our business, financial condition and results of operations. For example, in 2018, the Singapore Government introduced regulations to raise Additional Buyer’s Stamp Duty rates and tighten loan-to-value limits on residential property purchases, in an effort to slow the real estate market and regulate price increases.

We may not achieve the intended tax efficiencies of our corporate structure and intercompany arrangements, which could increase our worldwide effective tax rate.

Our corporate structure and intercompany arrangements, including but not limited to the manner in which we conduct our intercompany and related party transactions, are intended to provide us with worldwide tax efficiencies. The application of tax laws of various jurisdictions to our business activities is subject to interpretation and also depends on our ability to operate our business in a manner consistent with our corporate structure and intercompany arrangements. The tax authorities of jurisdictions where we operate may challenge our methodologies for intercompany and related party arrangements, including but not limited to transfer pricing, or determine that the manner in which we operate does not achieve the intended tax consequences, which could increase our worldwide effective tax rate and adversely affect our business, financial position and results of operations.

A certain degree of judgment is required in evaluating our tax positions and determining our provision for income taxes. In the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. For example, our effective tax rate could be adversely affected by lower than anticipated earnings in markets where we have lower statutory rates and higher than anticipated earnings in markets where we have higher statutory rates, by changes in foreign currency exchange rates or by changes in the relevant tax, accounting and other laws, regulations, principles and interpretations. Any of these factors could adversely affect our business, financial position and results of operations.

We could face uncertain tax liabilities in various jurisdictions in which we operate, which could adversely impact our operating results.

We are subject to the tax laws and policies of each of the countries in which we operate. Since legislation and other laws and regulations (particularly in relation to tax) in emerging markets, such as the markets where we operate, are often undeveloped and the interpretation, application and enforcement of tax laws and policies in emerging market countries is uncertain, there is a risk that we may be unable to determine our taxation obligations with certainty.

We obtain external tax advice from time to time on the application of tax laws to our operations. Due to the aforementioned challenges of interpretation and consistency of application and enforcement, obtaining such advice may be difficult and opinions on the law may differ. The determination of our provision for tax liabilities requires significant judgment and estimation and there are classifications, transactions and calculations where the ultimate tax payable is uncertain.

Our tax exposure and obligations exist in each of the jurisdictions in which we presently operate and may arise in other jurisdictions in the future in the event that we commence operations in such new jurisdictions, either organically or through acquisitions. These risks may increase when we acquire a business, particularly to the extent that there are limitations or restrictions on the scope or nature of the financial, tax and other due diligence investigations that we are able to undertake in connection with the acquisition, or where the vendors withhold material information. Given the nature of our business, we are also exposed to the general changes in digital taxation policy that are happening globally.

From time to time, we establish provisions to account for uncertainties as well as timing and accounting differences in respect of income tax and indirect taxes, including but not limited to in relation to businesses that are acquired by us. While we have established our tax and other provisions using assumptions and estimates that we believe to be reasonable, these provisions may prove insufficient given the risks and uncertainties inherent in the taxation systems in the countries where we operate. Any adverse determinations by a revenue authority in relation to our tax obligations may have an adverse effect on our business, financial condition and results of operations, and may adversely impact our operations in the relevant jurisdiction and our reputation.

Our subsidiaries in Thailand and Vietnam are subject to foreign ownership restrictions under local laws, and there are inherent risks in our ownership arrangements in these countries.

The laws and regulations in some of the jurisdictions in which we operate place restrictions on foreign investment and ownership.

Pursuant to the Thai Foreign Business Operations Act, B.E. 2542 (1999), or the FBOA, a person or entity that is “Non-Thai” (as defined in the FBOA) cannot conduct certain restricted businesses in Thailand, including the businesses that our Thai entities, namely, AllProperty Media Co., Ltd. (“AllProperty Media”), PropertyGuru International (Thailand) Co., Ltd. (“PGI Thailand”), Kid Ruang Yu Co., Ltd. (“KRY”) and Prakard IPP Co., Ltd. (“PIPP”), operate, unless an appropriate license is obtained. Accordingly, non-Thai companies with Thai businesses and operations in restricted businesses under the FBOA may opt to partner with a Thai local resident or a Thai juristic person who is not deemed a foreigner under the FBOA, in order to comply with these foreign ownership requirements. We have partnered with Mr. Ohm Ammaramorn (“Mr. Ammaramorn”), a Thai individual, to comply with the foreign ownership requirements under Thai law. Mr. Ammaramorn owns approximately 51.22% of shares in our main Thai business holding company, i.e. DDProperty Media Ltd. (“DDProperty Media”), which directly holds 50.001% of the shares in AllProperty Media and 1% of the shares in PGI Thailand. Mr. Ammaramorn’s shareholding is comprised of preference shares. PropertyGuru owns approximately 48.73% of shares in DDProperty Media, and PropertyGuru International (Malaysia) Sdn Bhd owns the remaining approximate 0.05%. Our Thai counsel, Chandler MHM Limited, is of the opinion that the ownership structure of DDProperty Media is technically in compliance with the FBOA and thus that the

ownership structure of AllProperty Media is technically in compliance with the FBOA based on, among other things, the fact that a majority of the share capital of DDProperty Media is held by Mr. Ammaramorn, a Thai national who is a genuine partner, for his own benefit and the source of funds to purchase the shares was from his own account. However, there can be no assurance that the Ministry of Commerce of Thailand will not interpret the FBOA or evaluate the shareholding structures or shareholding arrangements of our Thai entities differently and hence reach a different conclusion about the validity of these arrangements, which could lead to an action being brought in the Thai courts.

Although Mr. Ammaramorn’s preference shares provide minimal voting and dividend rights, the presence of an outside shareholder creates risks which arise from the fact that their interests may not align to with ours and they may have certain rights under local law. In addition, if Mr. Ammaramorn were to cease his partnership with us due to the termination of the contractual arrangement or if we exercise our call option with respect to Mr. Ammaramorn’s shares (for example, in the event of his demise or incapacity), we would be required to find another Thai partner or the non-Thai companies as defined under the FBOA with operations in restricted businesses under the FBOA, i.e., AllProperty Media, may be required to obtain a license under the FBOA so that they can continue to operate their business without interruption and in compliance with foreign ownership restrictions under the FBOA.

As foreign owned companies that provide advertising services, our Vietnamese businesses PropertyGuru Viet Nam Joint Stock Company (“PG Vietnam”) and Do Thi are required to have a local stakeholder that has already registered for advertising under its business registration with the competent licensing authorities of Vietnam. It is necessary for such non-Vietnamese owned companies who require a qualified stakeholder to partner with a Vietnamese company that has the registered business line of advertising to act as a shareholder, in order for the non-Vietnamese owned companies to include advertising as part of their business scope. Accordingly, we have partnered with Red Soil Vietnam Company Limited and Mr. Nguyen Duc Thang in order to comply with these licensing requirements. Red Soil Vietnam Company Limited currently holds 0.0005% of the shares in PG Vietnam, Mr. Nguyen Duc Thang holds 0.0005% of the shares in PG Vietnam, and PropertyGuru holds the remaining 99.9989%. Red Soil Vietnam Company Limited currently holds 0.11% of the shares in Do Thi, while PG Vietnam holds the remaining 99.89%. Subject to obtaining the necessary regulatory approvals in Vietnam, we expect Red Soil Vietnam Company Limited will hold 0.0001% of the shares in Do Thi, while PG Vietnam will hold the remaining 99.9999% by the time of Completion of the Offer. Our Vietnamese counsel, Russin & Vecchi, is of the opinion that the ownership structures of Vietnam and Do Thi are compliant with the Schedule of Specific Commitments in Services under Vietnam’s Commitments to the World Trade Organization upon its accession, Law no. 59/2020/QH14 on Enterprises (“Enterprise Law”) / Law no. 61/2020/QH14 on Investment (“Investment Law”), and Law no. 16/2012/QH13 on Advertisement (“Advertisement Law”), based on, amongst other things, the satisfaction by PG Vietnam and Do Thi and their respective shareholders of the applicable regulatory requirements in terms of business registration under these legal frameworks. However, there can be no assurance that the competent authorities of Vietnam will not interpret the Enterprise Law or Investment Law or evaluate the shareholding structures or shareholding arrangements of our Vietnamese entities differently and hence reach a different conclusion about the validity of these arrangements, which could lead to administrative orders imposing penalties and requesting remedial actions be taken.

The Thai and Vietnamese foreign ownership laws and their current interpretations may be modified by the relevant authorities in the future. Such changes in these laws or a different interpretation of current laws could adversely affect the compliance of our Thai and Vietnamese entities with applicable foreign ownership requirements. If our foreign ownership arrangements in these countries are successfully challenged or if changes in laws or legal interpretations render our arrangements invalid, we may face a range of consequences, including civil and criminal penalties against our local entities and their shareholders, monetary penalties, restrictions or suspension on operations and the need to reorganize our ownership arrangements in these countries.

We may be subject to capital controls and other tax laws.

Capital controls and tax laws in our Priority Markets outside of Singapore could limit our ability to move capital from our operating subsidiaries within our group, which could adversely impact our ability to access profits from our subsidiaries and allocate capital efficiently within the group. These capital controls and tax laws may arise from government regulation or tax restrictions that prevent profits from being transferred between group entities, whether in the form of clearances or withholding taxes.

Capital controls in jurisdictions where property investors are based (such as China) could also have a material adverse effect on our business to the extent that such capital controls restrict or deter foreign investment in real estate located in our Priority Markets.

Changes in, or failure to comply with, competition and antitrust laws could adversely affect our business, financial condition and results of operations.

We are subject to competition and antitrust laws and regulations in the jurisdictions in which we operate. The governments in our Priority Markets may scrutinize our operations and enforce competition laws and may allow our competitors or customers to assert claims of anti-competitive conduct. Our strategy to increase prices for our services and products across our Priority Markets may result in customers alleging that our prices are too high due to anti-competitive conduct. As a result of such potential allegations of anti-competitive conduct, we may be subject to litigation and other claims and disputes in the course of conducting our business. There is also a risk that one or more jurisdictions in our Priority Markets may impose or propose to impose new competition or antitrust laws which might have an adverse effect on our future financial performance or market position. In addition, given our current market position in our Priority Markets, governmental agencies and regulators in these jurisdictions may, among other things, prohibit future acquisitions, divestitures, or combinations we plan to execute as part of our business strategy. In the case of potential acquisitions or combinations, governmental agencies and regulators may also impose significant fines or penalties, require divestiture of certain of our assets, or impose other restrictions that limit or require us to modify our operations, including but not limited to limitations on our contractual relationships with our agent and developer customers or restrictions on our pricing models. Any such limitations or imposition of fines by governmental agencies may affect the way we do business, increase our costs and materially impact our ability to generate revenue from the sale of our services and products.

We are from time to time involved in, and may in the future be subject to, litigation and other claims and disputes in the course of our business.

We may be subject to litigation and other claims and disputes in the course of our business including but not limited to contractual and employee disputes, indemnity claims, occupational health and safety claims or criminal or civil proceedings in the course of our business. As we are a publisher of content (as opposed to a producer of content), we may become subject to proceedings or actions in respect of misleading statements or other content uploaded by our customers and displayed on our property portals. The cost of responding to and settling claims (whether or not such claims have merit), including but not limited to diversion of resources, and any fines or other actions levied or taken against us, could adversely affect our business, financial condition and results of operations.

Risks Relating to Bridgetown 2 and the Business Combination

Bridgetown 2’s current directors and executive officers and their affiliates have interests that are different than, or in addition to (and which may conflict with), the interests of its shareholders, and therefore potential conflicts of interest exist in recommending that shareholders vote in favor of approval of the Business Combination. Such conflicts of interests include that Sponsor as well as Bridgetown 2’s executive officers and directors will lose their entire investment in Bridgetown 2 if the Business Combination or another business combination is not completed before the Final Redemption Date.

When considering the Bridgetown 2 Board’s recommendation to vote in favor of approving the Business Combination Proposal, the Merger Proposal and the Governing Documents Proposal, Bridgetown 2 shareholders should keep in mind that Sponsor and Bridgetown 2’s directors and executive officers, have interests in such proposals that are different from, or in addition to (and which may conflict with), those of Bridgetown 2 shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

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the fact that the Sponsor paid an aggregate of $25,000 for the 7,475,000 Bridgetown 2 Class B Ordinary Shares currently owned by the Sponsor, its directors and certain other advisors and/or affiliates of Sponsor to whom the Sponsor has transferred Bridgetown 2 Class B Ordinary Shares and such securities are expected to have a significantly higher value after the Business Combination. As of , 2021, the most recent practicable date prior to the date of this proxy statement/prospectus, the aggregate market value of these shares, if unrestricted and freely tradable, would be $ , based upon a closing price of $ per public share on Nasdaq (and will have zero value if neither this Business Combination nor any other business combination is completed on or before the Final Redemption Date);

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the fact that the Sponsor paid $6,480,000 to purchase an aggregate of 12,960,000 private placement warrants, at a price of $0.50 per private placement warrant, each exercisable to purchase one Bridgetown 2 Class A Ordinary Share at $11.50, subject to adjustment, and those warrants would be worthless—and the entire $6,480,000 warrant investment would be lost – if neither this Business Combination nor any other business combination is completed on or before the Final Redemption Date. Unlike many other special purpose acquisition companies, Bridgetown 2 has not issued any warrants to its public shareholders in connection with its IPO, and as such there is currently no public market for Bridgetown 2 Warrants. As of September 30, 2021, the estimated fair value of the private placement warrants was $9,460,800 (based on the unaudited condensed financial statements of Bridgetown 2 as of September 30, 2021, prepared in accordance with U.S. GAAP);

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Redemption Date. As a result of waiving liquidating distributions, if Bridgetown 2 fails to complete an initial business combination by the Final Redemption Date, the Sponsor would lose $6,480,000 for the purchase of private placement warrants, and $25,000 for the purchase of the Bridgetown 2 Class B Ordinary Shares, and members of Bridgetown 2’s management team would not incur any loss of investment as the Bridgetown 2 Class B Ordinary Shares held by them were transferred to them by the Sponsor for no consideration;

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the fact that the Sponsor and Bridgetown 2’s officers and directors and certain advisors of Bridgetown 2 to whom Sponsor has transferred Bridgetown 2 Shares will lose their entire investment in Bridgetown 2 and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by the Final Redemption Date;

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the fact that the Sponsor (including its representatives and affiliates) and Bridgetown 2’s directors and officers, are, or may in the future become, affiliated with entities that are engaged in a similar business to Bridgetown 2. For example, in October 2020, affiliates of the Sponsor and Bridgetown 2’s officers launched another blank check company, Bridgetown 1, which has the same directors and officers as Bridgetown 2. Affiliates of the Sponsor and Bridgetown 2’s officers are also in the process of launching another blank check company, Bridgetown 3, which has some of the same directors and the same chief executive officer as Bridgetown 2. The Sponsor and Bridgetown 2’s directors and officers are not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to completing the Business Combination. Accordingly, if any of Bridgetown 2’s officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then current fiduciary or contractual obligations (including Bridgetown 1 and Bridgetown 3), he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law.

See “The Business Combination Proposal—Interests of Bridgetown 2’s Directors and Officers in the Business Combination” for additional information on interests of Bridgetown 2’s directors and officers.

The personal and financial interests of Bridgetown 2’s Sponsor (and other initial shareholders) as well as Bridgetown 2’s directors and officers may have influenced their motivation in identifying and selecting PropertyGuru as a business combination target, completing an initial business combination with PropertyGuru and influencing the operation of the business following the Business Combination. In considering the recommendations of the board of directors and officers of Bridgetown 2 to vote for the Business Combination and other proposals, you should consider these interests.

The exercise of Bridgetown 2’s directors’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in Bridgetown 2’s best interest.

In the period leading up to the Closing, events may occur that, pursuant to the Business Combination Agreement, would require Bridgetown 2 to agree to amend the Business Combination Agreement, to consent to certain actions taken by PropertyGuru or PubCo or to waive rights that Bridgetown 2 is entitled to under the Business Combination Agreement. Such events could arise because of changes in the course of PropertyGuru’s business, a request by PropertyGuru to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on PropertyGuru’s business or could entitle Bridgetown 2 to terminate the Business Combination Agreement. In any of such circumstances, it would be at Bridgetown 2’s discretion, acting through its board of directors, to grant its consent or waive those rights; provided that under the terms of the Business Combination Agreement, such consent or waiver in certain cases is not to be unreasonably withheld, conditioned, delayed or denied. The existence of financial and personal interests of one or more of the directors results in conflicts of interest on the part of such director(s) between what he, she or they may believe is best for Bridgetown 2 and what he, she or they may believe is best for himself, herself or themselves (or entities with which he or she is affiliated including the Sponsor) in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, Bridgetown 2 does not believe there will be any changes or waivers that Bridgetown 2’s directors and executive officers would be likely to make after shareholder approval of the Business Combination Proposal, Merger Proposal and Governing Documents Proposal have been obtained. While certain changes could be made without further shareholder approval, Bridgetown 2 will circulate a new or amended proxy statement/prospectus and resolicit Bridgetown 2 shareholders if changes to the terms of the transaction that would have a material impact on its shareholders are required prior to the vote on the Business Combination Proposal, Merger Proposal and Governing Documents Proposal. As a matter of Cayman Island law, the directors of Bridgetown 2 are under a fiduciary duty to act in the best interest of Bridgetown 2.

Bridgetown 2 may be forced to close the Business Combination even if Bridgetown 2 determines it is no longer in Bridgetown 2 shareholders’ best interest. Public Bridgetown 2 shareholders are protected from a material adverse event of PubCo or PropertyGuru arising between the date of the Business Combination Agreement and the Closing, primarily by the right to redeem their public shares for a pro rata portion of the funds held in the trust account, calculated as of two business days prior to the vote at the Extraordinary General Meeting. If a material adverse event were to occur after approval of the Business Combination Proposal, Merger Proposal and Governing Documents Proposal at the Extraordinary General Meeting, Bridgetown 2 may be forced to close the Business Combination even if it determines it is no longer in its shareholders’ best interest to do so (as a result of such material adverse event), which could have a significant negative impact on Bridgetown 2’s business, financial condition or results of operations.

Sponsor and Bridgetown 2’s directors and officers agreed to vote in favor of the Business Combination, regardless of how Bridgetown 2’s public shareholders vote.

Sponsor, Bridgetown 2’s directors and certain advisors of Bridgetown 2 to whom Sponsor has transferred Bridgetown 2 Class B Ordinary Shares have agreed to vote all of their Class B Ordinary Shares in favor of all the proposals being presented at the Extraordinary General Meeting, including the Business Combination Proposal

and the transactions contemplated thereby (including the Merger). In addition, Sponsor and members of Bridgetown 2’s management team also may from time to time purchase Bridgetown 2 Class A Ordinary Shares before the Business Combination. The Existing Bridgetown 2 Articles provide that it will complete the Business Combination only if it obtains the requisite votes as described under “Extraordinary General Meeting of Bridgetown 2 Shareholders.” As a result, in addition to the Bridgetown 2 Class B Ordinary Shares held by Sponsor (and its advisors), directors and its affiliates, Bridgetown 2 would need 11,212,500, or 37.5% (assuming all issued and outstanding shares are voted), or 1,868,750, or 6.25% (assuming only the minimum number of shares representing a quorum are voted), of the 29,900,000 public shares sold in the initial public offering to be voted in favor of the Business Combination in order to have the Business Combination approved and 17,441,667, or 58.33% (assuming all issued and outstanding shares are voted), or 4,983,333, or 16.67% (assuming only the minimum number of shares representing a quorum are voted), of the 29,900,000 public shares sold in the initial public offering to be voted in favor of the Merger in order to have the Merger approved. Accordingly, the agreement by Sponsor and each member of Bridgetown 2’s management team to vote in favor of the Business Combination Proposal, Merger Proposal and Governing Documents Proposal will increase the likelihood that Bridgetown 2 will receive the requisite shareholder approval for such proposals.

Bridgetown 2 is dependent upon its executive officers and directors and their loss could adversely affect Bridgetown 2’s ability to complete the Business Combination.

Bridgetown 2’s operations are dependent upon a relatively small group of individuals and, in particular, its executive officers and directors. Bridgetown 2’s ability to complete its Business Combination depends on the continued service of its officers and directors. Bridgetown 2 does not have an employment agreement with, or key-person insurance on the life of, any of its directors or executive officers.

The unexpected loss of the services of one or more of its directors or executive officers could have a detrimental effect on Bridgetown 2’s ability to consummate the Business Combination.

Bridgetown 2’s officers and directors will allocate their time to other businesses, thereby causing conflicts of interest in their determination as to how much time to devote to Bridgetown 2’s affairs. This conflict of interest could have a negative impact on Bridgetown 2’s ability to complete the Business Combination.

Bridgetown 2’s officers and directors are not required to, and will not, commit their full time to its affairs, which may result in conflict of interest in allocating their time between Bridgetown 2’s operations and the closing of the Business Combination, on the one hand, and their other business endeavors. Each of Bridgetown 2’s officers and directors is engaged in other businesses for which he or she may be entitled to significant compensation. Furthermore, Bridgetown 2’s officers and directors are not obligated to contribute any specific number of hours per week to Bridgetown 2’s affairs and may also serve as officers or board members for other entities. If its officers’ and directors’ other business affairs require them to devote time to such other affairs, this may have a negative impact on Bridgetown 2’s ability to complete the Business Combination.

Sponsor, Bridgetown 2’s directors, officers, advisors and their affiliates may elect to purchase shares from public shareholders, which may influence a vote on the Business Combination and reduce the public “float” of Bridgetown 2 Shares.

Sponsor, Bridgetown 2’s directors, officers, advisors or any of their affiliates may purchase shares from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of the Business Combination Proposal, the Merger Proposal and the Governing Documents Proposal or not redeem their public shares. The purpose of any such transaction could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining shareholder approval of the Business Combination and/or decrease the number of redemptions. Any such stock purchases and other transactions may thereby increase the likelihood of obtaining shareholder approval of the Business Combination. This may result in the completion of the Business Combination in a way

that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or warrants or other rights owned by Bridgetown 2’s initial shareholders for nominal value. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares in such transactions.

Entering into any such arrangements may have a depressive effect on the trading price of the Bridgetown 2 Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase Bridgetown 2 Shares at a price lower than market and may therefore be more likely to sell the Bridgetown 2 Shares it owns, either prior to or immediately after the Extraordinary General Meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of Bridgetown 2’s public shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Extraordinary General Meeting and would likely increase the chances that such proposals would be approved. In addition, if such purchases are made, the public “float” of Bridgetown 2 Shares may be reduced and the number of beneficial holders of its securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or to trade its securities on a national securities exchange.

Bridgetown 2 did not obtain a third-party valuation or fairness opinion in respect of PropertyGuru and consequently, you have no assurance from an independent source that the price Bridgetown 2 is paying in connection with the Business Combination is fair to Bridgetown 2 from a financial point of view.

Bridgetown 2 is not required to obtain a third-party valuation or fairness opinion that the price Bridgetown 2 is paying in connection with the Business Combination is fair to Bridgetown 2 from a financial point of view. Bridgetown 2’s board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. Accordingly, investors will be relying solely on the judgment of Bridgetown 2’s board of directors in valuing PropertyGuru’s business and will assume the risk that the board of directors may not have properly valued the Business Combination.

Shareholder litigation could prevent or delay the closing of the Business Combination or otherwise negatively impact business, operating results and financial condition.

Bridgetown 2 may incur additional costs in connection with the defense or settlement of any shareholder litigation in connection with the proposed Business Combination. Litigation may adversely affect Bridgetown 2’s ability to complete the proposed Business Combination. Bridgetown 2 could incur significant costs in connection with any such litigation lawsuits, including costs associated with the indemnification of obligations to Bridgetown 2’s directors. Consequently, if a plaintiff were to secure injunctive or other relief prohibiting, delaying or otherwise adversely affecting Bridgetown 2’s ability to complete the proposed Business Combination, then such injunctive or other relief may prevent the proposed Business Combination from becoming effective within the expected time frame or at all.

The COVID-19 pandemic triggered an economic crisis which may delay or prevent the consummation of the Business Combination.

Given the ongoing and dynamic nature of the COVID-19 pandemic, it is difficult to predict the impact on the business of Bridgetown 2 and PropertyGuru, and there is no guarantee that efforts by Bridgetown 2 and PropertyGuru to address the adverse impact of the COVID-19 pandemic will be effective. If Bridgetown 2 or PropertyGuru are unable to recover from a business disruption on a timely basis, the Business Combination and

PropertyGuru’s business and financial conditions and results of operations following the completion of the Business Combination could be adversely affected. The Business Combination may also be delayed and adversely affected by the COVID-19 pandemic and become more costly. Each of Bridgetown 2 and PropertyGuru may also incur costs to remedy damages and recover losses caused by such disruptions, which could adversely affect its financial condition and results of operations. See also “—Risks Related to PropertyGuru’s Business and Industry—COVID-19 has adversely affected our business and may continue to adversely affect our business.”

Delays in completing the Business Combination may substantially reduce the expected benefits of the Business Combination.

Satisfying the conditions to, and completion of, the Business Combination may take longer than, and could cost more than, Bridgetown 2 expects. Any delay in completing or any additional conditions imposed in order to complete the Business Combination may materially adversely affect the benefits that Bridgetown 2 expects to achieve from the Business Combination.

Bridgetown 2 may not have sufficient funds to consummate the Business Combination or operate until the Final Redemption Date.

As of September 30, 2021, Bridgetown 2 had approximately $295,349 of cash held outside the trust account. If Bridgetown 2 is required to seek additional capital, it may need to borrow funds from Sponsor, its initial shareholders, management team or other third parties to operate or may be forced to liquidate. Bridgetown 2 believes that the funds available to it outside of the trust account, together with funds available from loans from Sponsor, its affiliates or members of Bridgetown 2’s management team will be sufficient to allow it to operate for at least the period ending on the Final Redemption Date. However, Bridgetown 2 cannot assure you that its estimate is accurate, and Sponsor, its affiliates or members of Bridgetown 2’s management team are under no obligation to advance funds to Bridgetown 2 in such circumstances.

If Bridgetown 2 is unable to complete the Business Combination, or another business combination, within the prescribed time frame, Bridgetown 2 would cease all operations except for the purpose of winding up and redeem its public shares and liquidate.

Bridgetown 2 must complete its initial business combination by the Final Redemption Date. If Bridgetown 2 has not completed the Business Combination, or another business combination, within such time period, Bridgetown 2 will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders and its board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Existing Bridgetown 2 Articles provide that, if Bridgetown 2 winds up for any other reason prior to the consummation of its initial business combination, it will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. In either such case, Bridgetown 2’s public shareholders may receive only $10.00 per public share, or less than $10.00 per public share, on the redemption of their shares, and Bridgetown 2 warrants will expire worthless.

If, before distributing the proceeds in the trust account to its public shareholders, Bridgetown 2 files a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against it that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of its shareholders and the per-share amount that would otherwise be received by its shareholders in connection with its liquidation may be reduced.

If, before distributing the proceeds in the trust account to its public shareholders, Bridgetown 2 files a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against it that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in Bridgetown 2’s bankruptcy or insolvency estate and subject to the claims of third parties with priority over the claims of its shareholders. To the extent any bankruptcy or insolvency claims deplete the trust account, the per-share amount that would otherwise be received by shareholders in connection with Bridgetown 2’s liquidation may be reduced.

If an Adjournment Proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the Business Combination, Bridgetown 2’s board of directors will not have the ability to adjourn the Extraordinary General Meeting to a later date in order to solicit further votes, and, therefore, the Business Combination will not be approved.

Bridgetown 2’s board of directors is seeking approval to adjourn the Extraordinary General Meeting to a later date or dates if, at the Extraordinary General Meeting, based upon the tabulated votes, there are insufficient votes to approve the consummation of the Business Combination. If the Adjournment Proposal is not approved, Bridgetown 2’s board will not have the ability to adjourn the Extraordinary General Meeting to a later date and, therefore, will not have more time to solicit votes to approve the consummation of the Business Combination. In such an event, the Business Combination would not be completed.

Unanticipated losses, write-downs or write-offs, restructuring and impairment or other charges, taxes (direct or indirect), levies or other liabilities may be incurred or required subsequent to, or in connection with, the consummation of the Business Combination, which could have a significant negative effect on PubCo’s financial condition and results of operations and the price of PubCo Ordinary Shares, which in turn could cause you to lose some or all of your investment.

We operate in several jurisdictions in Southeast Asia, most of which are emerging markets involving additional or heightened operational and legal risks as compared to more developed markets. Even when these risks are identified, assessing the impact of those risks on our business and the Business Combination is inherently uncertain, previously assessed risks may materialize in a manner that is inconsistent with our and/or Bridgetown 2’s original risk analysis or assessment, and unexpected or unanticipated risks, losses, charges, taxes (direct or indirect), levies or liabilities may arise. We may be unaware of potential risks in our business and there may be factors outside of our control that arise. While we believe we have operated our businesses, and we and Bridgetown 2 believe we and they have arranged the Business Combination, in a manner that appropriately minimizes taxes and other costs, there can be no assurance that additional liabilities, taxes (direct or indirect), levies or other costs do not arise. In particular, businesses operating in emerging market jurisdictions in Southeast Asia such as our business are exposed to heightened political, regulatory, tax, economic and legal risks and laws and regulations are often uncertain, evolving or subject to differences of opinion with respect to, implementation and interpretation. Accordingly, there can be no assurance that: (a) we and our operations and businesses will not be exposed to unanticipated or unexpected legal, tax or other regulatory risks, losses, charges, taxes (direct or indirect), levies or liabilities (or that existing laws or regulations (including tax laws and regulations) will be applied in a manner consistent with the manner in which professional advisors would expect them to be applied), or (b) that the Business Combination will not encounter unanticipated or unexpected delays, or be exposed to, or result in, unexpected or unanticipated legal, tax or other regulatory risks, losses, charges, taxes (direct or indirect), levies or liabilities or other costs (or that existing laws or regulations (including tax laws and regulations) will be applied to the Business Combination in a manner consistent with the manner in which professional advisors would expect them to be applied).

If such risks were to materialize in connection with, or subsequent to, the consummation of the Business Combination, PubCo and its shareholders, directly or indirectly, may incur losses and/or additional expenses, including corporate, income, capital gains (direct or indirect), transfer or other taxes, and penalties. As a result of these factors, PubCo may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges, taxes (direct or indirect), levies, liabilities or other costs (including fines, penalties and interest) that could result in reporting losses or other liabilities, which could be material. Any of these factors could cause negative market perceptions of PubCo and its securities, and adversely affect PubCo’s business, financial condition and results of operations.

Any shareholders of Bridgetown 2 who choose not to redeem their Bridgetown 2 Shares and, as a result, become shareholders of PubCo following the consummation of the Business Combination could suffer a reduction in the value of their PubCo Ordinary Shares as a result of the foregoing factors and would be unlikely to have a remedy for such reduction in value. Bridgetown 2 shareholders should consult their own legal, tax and other advisors regarding the consequences of the Business Combination on shareholders of PropertyGuru, Bridgetown 2 and PubCo.

If third parties bring claims against Bridgetown 2, the proceeds held in the trust account could be reduced and the per-share redemption amount received by Bridgetown 2’s shareholders may be less than $10.00 per share.

Bridgetown 2’s placing of funds in the trust account may not protect those funds from third-party claims against it. Although it will seek to have all vendors, service providers, and other entities with which it does business execute agreements with it waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of Bridgetown 2’s public shareholders, such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against Bridgetown 2’s assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, Bridgetown 2’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances where Bridgetown 2 may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon the exercise of a redemption right in connection with the Business Combination, Bridgetown 2 will be required to provide for payment of claims of creditors that were not waived that may be brought against Bridgetown 2 within the ten years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors. Pursuant to a letter agreement between Bridgetown 2, Sponsor, and its directors and officers, Sponsor has agreed that it will be liable to Bridgetown 2 if and to the extent any claims by a third party (other than its independent auditors) for services rendered or products sold to it, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay its tax obligations; provided that such liability will not apply to any claims by a third party that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under Bridgetown 2’s indemnity of the underwriters of its initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, Sponsor will not be responsible to the extent of any liability for such third-party claims.

However, Bridgetown 2 has not asked Sponsor to reserve for such indemnification obligations, nor has Bridgetown 2 independently verified whether Sponsor has sufficient funds to satisfy its indemnity obligations and Bridgetown 2 believes that Sponsor’s only assets are securities of Bridgetown 2. Therefore, Bridgetown 2 cannot assure you that Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for the Business Combination or any other business combination and redemptions could be reduced to less than $10.00 per public share. In such event, Bridgetown 2 may not be able to complete the Business Combination or any other business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of Bridgetown 2’s officers or directors will indemnify Bridgetown 2 for claims by third parties including claims by vendors and prospective target businesses.

If, after Bridgetown 2 distributes the proceeds in the trust account to its public shareholders, Bridgetown 2 files a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against it that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of Bridgetown 2’s board of directors may be viewed as having breached their fiduciary duties to its creditors, thereby exposing the members of its board of directors and Bridgetown 2 to claims for punitive damages.

If, after Bridgetown 2 distributes the proceeds in the trust account to Bridgetown 2’s public shareholders, it files a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against it that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by Bridgetown 2 shareholders. In addition, Bridgetown 2’s board of directors may be viewed as having breached its fiduciary duty to its creditors and/or having acted in bad faith, thereby exposing themselves and Bridgetown 2 (which has indemnified such directors) to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.

The Business Combination may be completed even though material adverse effects may result from the announcement of the Business Combination, industry-wide changes and other causes.

In general, either Bridgetown 2 or PropertyGuru can refuse to complete the Business Combination if there is a material adverse effect affecting the other party between the signing date of the Business Combination Agreement and the planned closing. However, the following types of changes do not permit Bridgetown 2 to refuse to complete the Business Combination, even if such change could be said to have a material adverse effect on the business, assets and liabilities, results of operations or financial condition of PropertyGuru and its subsidiaries, taken as a whole (except, in some cases, where the change has a disproportionate effect on the business, assets, liabilities, results of operations or condition of PropertyGuru and its subsidiaries, taken as a whole, relative to other similarly situated participants in the industries in which they operate, but only to the extent of the incremental disproportionate effect on PropertyGuru and its subsidiaries, taken as a whole, relative to such similarly situated participants):

(a)	any change in applicable Laws or IFRS or any interpretation thereof following the date of the Business Combination Agreement;

(b)	any change in interest rates or economic, political, business or financial market conditions generally;

(c)	the taking of any action required to be taken under the Business Combination Agreement;

(d)

any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions or similar occurrences), epidemic or pandemic (including any action taken or refrained from being taken in response to COVID-19 or any COVID-19 Measures or any change in such COVID-19 Measures or interpretations following the date of the Business Combination Agreement), acts of nature or change in climate;

(e)	any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national or international political conditions;

(f)

any failure in and of itself of PropertyGuru to meet any projections or forecasts (provided that this exception does not prevent or otherwise affect a determination that any Event (as defined in the Business Combination Agreement) underlying such failure has resulted in or contributed to a PropertyGuru Material Adverse Effect, except where such Event is otherwise excluded under any of these clauses (a) through (e) or clauses (g) through (j));

(g)	any Event generally applicable to the industries or markets in which PropertyGuru and its subsidiaries operate;

(h)	any action taken by, or at the request of, Bridgetown 2;

(i)

the announcement of the Business Combination Agreement and consummation of the transactions contemplated therein or any of the other relevant transaction documents, including any termination of, reduction in or similar adverse impact (but in each case only to the extent attributable to such announcement or consummation) on PropertyGuru and its subsidiaries’ relationships, contractual or otherwise, with third parties (other than such impact on licenses with governmental authorities, which impact shall not be excluded); or

(j)	any matter set forth on PropertyGuru’s disclosure letter which matter is reasonably apparent on its face as constituting a PropertyGuru Material Adverse Effect (disregarding this clause (j)).

Furthermore, Bridgetown 2 or PropertyGuru may waive the occurrence of a material adverse effect affecting the other party. If a material adverse effect occurs and the parties still complete the Business Combination, Bridgetown 2’s share price may suffer.

Subsequent to the completion of the Business Combination, PubCo may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and the price of PubCo Ordinary Shares, which could cause Bridgetown 2 shareholders to lose some or all of their investment.

Although Bridgetown 2 has conducted due diligence on PropertyGuru, Bridgetown 2 cannot assure you that this due diligence identified all material issues that may be present with the business of PropertyGuru. Bridgetown 2 cannot rule out that factors unrelated to PropertyGuru and outside of Bridgetown 2’s or PropertyGuru’s control will not later arise. As a result of these factors, PubCo may be forced to later write down or write off assets, restructure its operations, or incur impairment or other charges that could result in it reporting losses. Even if Bridgetown 2’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Bridgetown 2’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on PubCo’s liquidity, the fact that PubCo reports charges of this nature could contribute to negative market perceptions about the post-combination company or its securities. In addition, charges of this nature may cause PubCo to be unable to obtain future financing on favorable terms or at all.

During the interim period, Bridgetown 2 is prohibited from entering into certain transactions that might otherwise be beneficial to Bridgetown 2 or its respective shareholders.

Until the earlier of consummation of the Business Combination or termination of the Business Combination Agreement, Bridgetown 2 is subject to certain limitations on the operations of its business, including restrictions on its ability to merge, consolidate or amalgamate with or into, or acquire (by purchasing a substantial portion of the assets of or equity in, or by any other manner ) any entity other than PropertyGuru, as summarized under the “The Business Combination Proposal—The Business Combination Agreement—Covenants of the Parties.” The limitations on Bridgetown 2’s conduct of its business during this period could have the effect of delaying or preventing other strategic transactions and may, in some cases, make it impossible to pursue business opportunities that are available only for a limited time.

The Business Combination Agreement remains subject to conditions that Bridgetown 2 cannot control and if such conditions are not satisfied or waived, the Business Combination may not be consummated.

The Business Combination Agreement is subject to a number of conditions. There are no assurances that all conditions to the Business Combination Agreement will be satisfied or that the conditions will be satisfied in the time frame expected. If the conditions to the Business Combination Agreement are not met (and are not waived, to the extent waivable), then either Bridgetown 2 or PropertyGuru may, subject to the terms and conditions of the Business Combination Agreement, terminate the Business Combination Agreement or amend the Termination Date. See the section of this proxy statement/prospectus titled “The Business Combination Proposal.”

Bridgetown 2 shareholders may have limited remedies if their shares suffer a reduction in value following the Business Combination, and because Bridgetown 2 (and also PubCo, the surviving company) is incorporated under the laws of the Cayman Islands, shareholders may face difficulties in protecting their interests, and a shareholder’s ability to protect its rights through the U.S. federal courts may be limited.

Any Bridgetown 2 shareholders who choose to remain shareholders of PubCo following the Business Combination could suffer a reduction in the value of their PubCo Ordinary Shares. Such shareholders are unlikely to have a remedy for such reduction in value, unless they are able to successfully claim that the reduction was due to the breach by Bridgetown 2’s officers or directors of a duty of care or other fiduciary duty, or if they are able to successfully bring a private claim under securities laws that the proxy/registration statement relating to the Business Combination contained an actionable material misstatement or material omission.

Bridgetown 2 and PubCo are both incorporated under the law of the Cayman Islands. Bridgetown 2 and PubCo’s Cayman Islands counsel are not aware of any reported class action having been brought in a Cayman Islands court. Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability of such actions. In most cases, Bridgetown 2 or PubCo, as applicable, will be the proper plaintiff in any claim based on a breach of duty owed to Bridgetown 2 or PubCo, as applicable, and a claim against (for example) Bridgetown 2 or PubCo’s officers or directors usually may not be brought by a shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority and could be applied by a court in the Cayman Islands, exceptions to the foregoing principle apply in circumstances including where:

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a company is acting, or proposing to act, illegally or beyond the scope of its authority;

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the act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the number of votes which have actually been obtained; or

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those who control the company are perpetrating a “fraud on the minority.”

Bridgetown 2 Warrants are accounted for as liabilities and the changes in value of Bridgetown 2 Warrants could have a material effect on Bridgetown 2’s financial results.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the Existing Warrant Agreement. As a result of the SEC Statement, Bridgetown 2 reevaluated the accounting treatment of its 12,960,000 private placement warrants and determined to classify these items as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.

As a result, included on Bridgetown 2’s balance sheet as of December 31, 2020 and September 30, 2021 contained elsewhere in this proxy statement/prospectus are derivative liabilities related to embedded features

contained within Bridgetown 2 Warrants. Accounting Standards Codification 815, Derivatives and Hedging, provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement, Bridgetown 2’s financial statements and results of operations may fluctuate quarterly, based on factors, which are outside of its control. Due to the recurring fair value measurement, Bridgetown 2 expects that it will recognize non-cash gains or losses on Bridgetown 2 Warrants each reporting period and that the amount of such gains or losses could be material.

Bridgetown 2 has identified a material weakness in its internal control over financial reporting. This material weakness could continue to adversely affect its ability to report its results of operations and financial condition accurately and in a timely manner.

Bridgetown 2’s management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Bridgetown 2’s management is likewise required, on a quarterly basis, to evaluate the effectiveness of its internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of Bridgetown 2’s annual or interim financial statements will not be prevented or detected on a timely basis.

Bridgetown 2 identified a material weakness in its internal control over financial reporting related to its accounting for complex financial instruments. As a result of this material weakness, Bridgetown 2’s management concluded that its internal control over financial reporting was not effective as of September 30, 2021. This material weakness resulted in a material misstatement of Bridgetown 2’s warrant liabilities, change in fair value of warrant liabilities, Class A ordinary shares subject to possible redemption, Class A ordinary shares, additional paid-in capital, accumulated deficit and related financial disclosures for the affected periods. See “Note 2—Restatement of Previously Issued Financial Statements” in the accompanying unaudited condensed financial statements of Bridgetown 2 as of September 30, 2021, included elsewhere in this proxy statement/prospectus.

Any failure to maintain internal control over Bridgetown 2’s financial reporting could adversely impact Bridgetown 2’s ability to report its financial position and results of operations on a timely and accurate basis, which could delay or disrupt its efforts to consummate an initial business combination. If Bridgetown 2’s financial statements are not accurate, investors may not have a complete understanding of its operations. Likewise, if Bridgetown 2’s financial statements are not filed on a timely basis, Bridgetown 2 could be subject to sanctions or investigations by the stock exchange on which its ordinary shares is listed, the SEC or other regulatory authorities. In either case, this could result in a material adverse effect on Bridgetown 2’s ability to consummate an initial business combination.

Bridgetown 2 can give no assurance as to its ability to timely remediate the material weakness identified, if at all, or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls.

The process of taking a company public by means of a business combination with a special purpose acquisition company is different from taking a company public through an underwritten offering and may create risks for our unaffiliated investors.

An underwritten offering involves a company engaging underwriters to purchase its shares and resell them to the public. An underwritten offering imposes statutory liability on the underwriters for material misstatements or omissions contained in the registration statement unless they are able to sustain the burden of providing that they did not know and could not reasonably have discovered such material misstatements or omissions. This is referred to as a “due diligence” defense and results in the underwriters undertaking a detailed review of the company’s business, financial condition and results of operations. Going public via a business combination with a special purpose acquisition company does not involve any underwriters and does not generally necessitate the

level of review required to establish a “due diligence” defense as would be customary in an underwritten offering.

In addition, going public via a business combination with a special purpose acquisition company does not involve a book-building process as is the case in an underwritten public offering. In any underwritten public offering, the initial value of a company is set by investors who indicate the price at which they are prepared to purchase shares from the underwriters. In the case of a special purpose acquisition company transaction, the value of the company is established by means of negotiations between the target company, the special purpose acquisition company and, to a certain degree, investors in the PIPE investment who agree to purchase shares at the time of the closing of the business combination. The process of establishing the value of a company in a special purpose acquisition company business combination may be less effective than the bookbuilding process in an underwritten public offering and also does not reflect events that may have occurred between the date of the business combination agreement and the closing of the transaction. In addition, underwritten public offerings are frequently oversubscribed resulting in additional potential demand for shares in the aftermarket following the underwritten public offering. There is no such book of demand built up in connection with a special purpose acquisition company transaction and no underwriters with the responsibility of stabilizing the share price which may result in the share price being harder to sustain after the transaction.

Risks Related to Ownership of PubCo Ordinary Shares

The NYSE may not list the PubCo Ordinary Shares, which could limit investors’ ability to transact in PubCo Ordinary Shares and could subject PubCo to additional trading restrictions.

PubCo intends to apply to have the PubCo Ordinary Shares listed on the NYSE upon consummation of the Business Combination. PubCo will be required to meet the initial listing requirements to be listed. PubCo may not be able to meet those initial listing requirements. Even if the PubCo Ordinary Shares are so listed, it may be unable to maintain the listing of such securities in the future.

If PubCo fails to meet the initial listing requirements and the NYSE does not list the PubCo Ordinary Shares, and if the related closing condition is waived by the parties in order to consummate the Business Combination, thereafter PubCo could face significant material adverse consequences, including a limited availability of market quotations for the PubCo Ordinary Shares, a limited amount of news and analyst coverage on the company, and a decreased ability to issue additional PubCo Ordinary Shares or obtain additional financing in the future.

Certain existing shareholders of PropertyGuru will have substantial influence over PubCo and their interests may not be aligned with the interests of PubCo’s other shareholders.

After this offering, the TPG Investor Entities, the KKR Investor and REA Asia Holding Co. Pty Ltd (“REA”) will, in aggregate, beneficially own shares representing approximately 67.4% of the outstanding PubCo Ordinary Shares (assuming no redemptions by Bridgetown 2’s public shareholders and which includes REA’s $20.0 million subscription in the PIPE Investment and an additional $31.9 million equity investment in PubCo by REA relating to REA’s existing call option to acquire additional shares in PropertyGuru). As a result, two or more of these shareholders, if they choose to act together and make up a majority of the outstanding PubCo Ordinary Shares, will be able to influence PubCo’s management and affairs and all matters requiring shareholder approval, including the election of PubCo’s directors and approval of significant corporate transactions. The Amended PubCo Articles and shareholders’ agreement (the “Shareholders’ Agreement”) to be entered at the Amalgamation Closing between, among others, PubCo, the TPG Investor Entities, the KKR Investor and REA provide that the TPG Investor Entities may jointly appoint one director, provided that the TPG Investor Entities collectively hold in aggregate at least 7.5 per cent. of the issued share capital of PubCo; the KKR Investor may appoint one director, provided that the KKR Investor and its affiliates collectively hold in aggregate at least 7.5 per cent. of the issued share capital of PubCo; and REA may appoint one director, provided that REA holds at least 7.5 per cent. of the issued share capital of PubCo and subject to (i) the possibility of REA losing such appointment right in the event of a breach of certain provisions of the Shareholders’ Agreement and (ii) such director appointed by REA being subject to certain additional requirements that do not apply to the directors

appointed by either the TPG Investor Entities or the KKR Investor. REA is also granted certain rights of first offer in relation to certain share transfers under the Amended PubCo Articles and the Shareholders’ Agreement. For more information, see “Certain Relationships and Related Person Transactions—PropertyGuru and PubCo Relationships and Related Party Transactions—Shareholders’ Agreement” and “Description of PubCo Securities—Transfers of Shares.”

Some of these persons or entities may have interests different than yours. For example, these shareholders purchased their shares at prices below the current estimated value of the PubCo Ordinary Shares and have held the PubCo Ordinary Shares for a longer period, and they may be more interested in selling PubCo to an acquirer than other investors, or they may want us to pursue strategies that deviate from the interests of other holders of PubCo Ordinary Shares.

The market price and trading volume of the PubCo Ordinary Shares may be volatile and could decline significantly following the Business Combination.

The stock markets, including the NYSE on which PubCo intends to list the PubCo Ordinary Shares to be issued in the Business Combination, have from time to time experienced significant price and volume fluctuations. Even if an active, liquid and orderly trading market develops and is sustained for the PubCo Ordinary Shares following the Business Combination, the market prices of the PubCo Ordinary Shares may be volatile and could decline significantly. In addition, the trading volumes in the PubCo Ordinary Shares may fluctuate and cause significant price variations to occur. If the market prices of the PubCo Ordinary Shares decline significantly, you may be unable to resell your PubCo Ordinary Shares at or above the market price of the PubCo Ordinary Shares as of the date immediately following the consummation of the Business Combination. There can be no assurance that the market prices of the PubCo Ordinary Shares will not fluctuate widely or decline significantly in the future in response to a number of factors, including, among others, the following:

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the realization of any of the risk factors presented in this proxy statement/prospectus;

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actual or anticipated differences in our estimates, or in the estimates of analysts, for PubCo’s revenues, Adjusted EBITDA, results of operations, cash flows, level of indebtedness, liquidity or financial condition;

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announcements by PubCo or its competitors of significant business developments;

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changes in customers;

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acquisitions or expansion plans;

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PubCo’s involvement in litigation;

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sale of PubCo Ordinary Shares or other securities in the future;

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market conditions in PubCo’s industry;

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changes in key personnel;

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the trading volume of PubCo Ordinary Shares;

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actual, potential or perceived control, accounting or reporting problems;

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changes in accounting principles, policies and guidelines;

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other events or factors, including but not limited to those resulting from infectious diseases, health epidemics and pandemics (including but not limited to the ongoing COVID-19 pandemic), natural disasters, war, acts of terrorism or responses to these events; and

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general economic and market conditions.

In addition, the stock markets have experienced extreme price and volume fluctuations. Broad market and industry factors may materially harm the market price of the PubCo Ordinary Shares, regardless of our operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted against that company. If PubCo were involved in any similar litigation it could incur substantial costs and our management’s attention and resources could be diverted.

We do not know whether a market will develop for the PubCo Ordinary Shares or what the market price of the PubCo Ordinary Shares will be and, as a result, it may be difficult for holders of PubCo Ordinary Shares to sell their PubCo Ordinary Shares.

Before this offering, there was no public trading market for PubCo Ordinary Shares. Although we have applied to list the PubCo Ordinary Shares on the NYSE, an active trading market for the PubCo Ordinary Shares may never develop or be sustained following this offering. If a market for the PubCo Ordinary Shares does not develop or is not sustained, it may be difficult for holders of PubCo Ordinary Shares to sell their PubCo Ordinary Shares at an attractive price, if at all. This risk will be exacerbated if there is a high level of redemptions of Bridgetown 2 public shares in connection with the closing of the Business Combination.

PubCo will issue PubCo Ordinary Shares as consideration for the Business Combination and the PIPE Investment, and PubCo may issue additional PubCo Ordinary Shares or other equity or convertible debt securities without approval of the holders of PubCo Ordinary Shares, which would dilute existing ownership interests and may depress the market price of PubCo Ordinary Shares.

It is anticipated that, following the Business Combination, (i) former PropertyGuru shareholders are expected to own approximately 71.6% of the outstanding PubCo Ordinary Shares (which excludes PubCo Ordinary Shares acquired by REA through the PIPE Investment), (ii) former Bridgetown 2 public shareholders are expected to own approximately 16.8% of the outstanding PubCo Ordinary Shares, (iii) Sponsor and Bridgetown 2 directors and certain other advisors of Bridgetown 2 to whom Sponsor has transferred Bridgetown 2 Shares are expected to own approximately 4.2% of the outstanding PubCo Ordinary Shares, and (iv) the PIPE Investors are expected to own approximately 7.4% of the outstanding PubCo Ordinary Shares (which includes REA’s $20.0 million subscription in the PIPE Investment and an additional $31.9 million equity investment in PubCo by REA relating to REA’s existing call option to acquire additional shares in PropertyGuru). These percentages assume (i) a , 2021 Closing Date and (ii) the No Redemption Scenario. If the actual facts differ from these assumptions, these percentages will differ.

PubCo may continue to require capital investment to support its business, and PubCo may issue additional PubCo Ordinary Shares or other equity or convertible debt securities of equal or senior rank in the future without approval of the holders of the PubCo Ordinary Shares in certain of circumstances.

PubCo’s issuance of additional PubCo Ordinary Shares or other equity or convertible debt securities would have the following effects: (i) PubCo’s existing shareholders’ proportionate ownership interest in PubCo may decrease; (ii) the amount of cash available per share, including for payment of dividends in the future, may decrease; (iii) the relative voting power of each previously outstanding PubCo Ordinary Share may be diminished; and (iv) the market price of PubCo Ordinary Shares may decline.

Furthermore, employees, directors and consultants of PubCo and its subsidiaries and affiliates hold, and after Business Combination, are expected to be granted equity awards under the PubCo Employee Stock Option Plan 2016, the PubCo Employee Stock Option Plan 2018, the PubCo Non-Executive Directors Share Plan, the PubCo Omnibus Equity Incentive Plan and/or the PubCo Restricted Stock Units Plan. You will experience additional dilution when those equity awards and purchase rights become vested and settled or exercised, as applicable, for PubCo Ordinary Shares. See “Management of PubCo Following the Business Combination—Compensation of Directors and Executive Officers—Equity Incentive Plans.”

There will be material differences between your current rights as a holder of Bridgetown 2 Shares and the rights one will have as a holder of PubCo Ordinary Shares, some of which may adversely affect you.

Upon completion of the Business Combination, Bridgetown 2 shareholders will no longer be shareholders of Bridgetown 2, but will be shareholders of PubCo. There will be material differences between the current rights of Bridgetown 2 shareholders and the rights you will have as a holder of the PubCo Ordinary Shares, some of which may adversely affect you. For a more detailed discussion of the differences in the rights of Bridgetown 2 shareholders and the PubCo shareholders, see the section of this proxy statement/prospectus titled “Comparison of Corporate Governance and Shareholder Rights.”

Upon completion of the Business Combination, Bridgetown 2 shareholders will become PubCo shareholders, Bridgetown 2 warrant holders will become holders of PubCo Warrants and the market price for the PubCo Ordinary Shares may be affected by factors different from those that historically have affected Bridgetown 2 securities.

Upon completion of the Business Combination, Bridgetown 2 shareholders will become PubCo shareholders and Bridgetown 2’s warrant holders will become holders of PubCo Warrants, which may be exercised to acquire PubCo Ordinary Shares. PubCo’s business will materially differ from that of Bridgetown 2, and, accordingly, the results of operations of PubCo will be affected by numerous factors that are different from those currently affecting the results of operations of Bridgetown 2. Bridgetown 2 is a special purpose acquisition company incorporated in the Cayman Islands that is not engaged in any operating activity, directly or indirectly. PubCo is a holding company incorporated in the Cayman Islands and, after the consummation of the Business Combination its subsidiaries will be engaged in the businesses of PropertyGuru in Southeast Asia. PubCo’s business and results of operations will be affected by regional, country, and industry risks and operating risks to which Bridgetown 2 was not exposed. For a discussion of the future business of PubCo currently conducted and proposed to be conducted by PropertyGuru, see the section of this proxy statement/prospectus titled “PropertyGuru’s Business” and “Risk Factors—Risks Related to PropertyGuru’s Business and Industry.”

PubCo Warrants will become exercisable for PubCo Ordinary Shares, which would increase the number of shares eligible for future resale in the public market and result in dilution to its shareholders.

PubCo Warrants to purchase an aggregate of 12,960,000 PubCo Ordinary Shares will become exercisable in accordance with the terms of the Assignment, Assumption and Amendment Agreement and the Existing Warrant Agreement governing those securities. Assuming the Business Combination closes, these warrants will become exercisable 30 days after the completion of the Business Combination. The exercise price of these warrants will be $11.50 per share. To the extent such warrants are exercised, additional PubCo Ordinary Shares will be issued, which will result in dilution to the holders of PubCo Ordinary Shares and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of PubCo Ordinary Shares.

In addition, under the Novation, Assumption and Amendment Agreement all PropertyGuru Warrants outstanding immediately prior to the Amalgamation Effective Time shall cease to be warrants with respect to PropertyGuru Shares and be assumed by PubCo and converted into a warrant to be issued by PubCo to purchase 4,043,411 PubCo Ordinary Shares at a price of $6.92 per share, subject to certain adjustments set forth in the PropertyGuru Warrant Assumption Agreement. To the extent such warrants are exercised, additional PubCo Ordinary Shares will be issued, which will result in dilution to the holders of PubCo Ordinary Shares and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of PubCo Ordinary Shares.

If securities or industry analysts do not publish research, publish inaccurate or unfavorable research or cease publishing research about PubCo, its share price and trading volume could decline significantly.

The trading market for PubCo Ordinary Shares will depend, in part, on the research and reports that securities or industry analysts publish about PubCo or its business. PubCo may be unable to sustain coverage by well-regarded securities and industry analysts. If either none or only a limited number of securities or industry analysts maintain coverage of PubCo, or if these securities or industry analysts are not widely respected within the general investment community, the demand for PubCo Ordinary Shares could decrease, which might cause its share price and trading volume to decline significantly. In the event that PubCo obtains securities or industry analyst coverage or, if one or more of the analysts who cover PubCo downgrade their assessment of PubCo or publish inaccurate or unfavorable research about PubCo’s business, the market price and liquidity for PubCo Ordinary Shares could be negatively impacted.

Future resales of PubCo Ordinary Shares issued to PropertyGuru shareholders and other significant shareholders may cause the market price of the PubCo Ordinary Shares to drop significantly, even if PubCo’s business is doing well.

Under the Business Combination Agreement, the PropertyGuru shareholders will receive, among other things, 71.6% of the outstanding PubCo Ordinary Shares, approximately 5.4% of which will be eligible for sale immediately after the consummation of the Business Combination. These percentages (a) assume (i) a , 2021 Closing Date and (ii) the No Redemption Scenario and (b) exclude REA’s $20.0 million subscription in the PIPE Investment and an additional $31.9 million equity investment in PubCo by REA relating to REA’s existing call option to acquire additional shares in PropertyGuru. If the actual facts differ from these assumptions, these percentages will differ. Pursuant to the PropertyGuru Shareholder Support Agreement and the Sponsor Support Agreement, certain PubCo shareholders will be restricted, subject to certain exceptions, from selling any of the PubCo Ordinary Shares that they receive as a result of the share exchange, which restrictions will expire and therefore additional PubCo Ordinary Shares will be eligible for resale as follows.

under the PropertyGuru Shareholder Support Agreement, the earlier of:

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the date falling 180 days after the consummation of the Business Combination; and

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the date on which PubCo completes any amalgamation, merger, scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up or other similar transaction that results in all of PubCo’s shareholders having the right to exchange their PubCo Ordinary Shares for cash, securities or other property following the consummation of the Business Combination.

under the Sponsor Support Agreement, the earlier of:

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the date falling one year after the consummation of the Business Combination;

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the date on which any of the KKR Investor and/or the TPG Investor Entities transfers any equity security of PubCo or the date that any of their transferees (which received equity securities of PubCo pursuant to the last sentence of this subsection) transfers any equity security of PubCo. Notwithstanding the foregoing, this subsection shall not be triggered by a transfer by any of the KKR Investor and/or the TPG Investor Entities permitted under section 4.5(a) of the PropertyGuru Shareholder Support Agreement; and

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the first date on which the last sale price of the PubCo Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the consummation of the Business Combination.

See “Shares Eligible for Future Sale—Lock-up Agreements.”

Subject to the PropertyGuru Shareholder Support Agreement, certain shareholders party thereto may sell PubCo Ordinary Shares pursuant to Rule 144 under the Securities Act, if available. In these cases, the resales must meet the criteria and conform to the requirements of that rule, including, because Bridgetown 2 and PubCo are currently shell companies, waiting until one year after PubCo’s filing with the SEC of a Form 20-F transition report reflecting the Business Combination.

Upon expiration or waiver of the applicable lock-up periods, and upon effectiveness of the registration statement PubCo files pursuant to the Registration Rights Agreement and the PIPE Subscription Agreements or upon satisfaction of the requirements of Rule 144 under the Securities Act, certain PropertyGuru shareholders

and certain other significant shareholders of PubCo may sell large amounts of PubCo Ordinary Shares in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in PubCo’s share price or putting significant downward pressure on the price of the PubCo Ordinary Shares. See “Shares Eligible for Future Sale—Registration Rights and—Rule 144.”

The requirements of being a public company may strain PubCo’s resources, divert PubCo management’s attention and affect PubCo’s ability to attract and retain qualified board members.

PubCo will incur additional legal, accounting and other expenses following completion of the Business Combination. PubCo will be subject to the reporting requirements of the Securities Exchange Act of 1934, the Sarbanes-Oxley Act, the Dodd-Frank Act, the NYSE listing requirements and other applicable securities rules and regulations. These expenses may increase even more if PubCo no longer qualifies as an “emerging growth company,” as defined in Section 2(a) of the Securities Act. The Exchange Act requires, among other things, that PubCo file annual and current reports with respect to its business and operating results. The Sarbanes-Oxley Act requires, among other things, that PubCo maintains effective disclosure controls and procedures and internal control over financial reporting. PubCo may need to hire more employees post-Business Combination or engage outside consultants to comply with these requirements, which will increase its post-Business Combination costs and expenses.

Changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. PubCo expects these laws and regulations to increase its legal and financial compliance costs after the Business Combination and to render some activities more time-consuming and costly, although PubCo is currently unable to estimate these costs with any degree of certainty.

PubCo’s management team has limited experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies. PubCo’s management team may not successfully or efficiently manage the transition to being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and regulations and the continuous scrutiny of securities analysts and investors. The need to establish the corporate infrastructure demanded of a public company may divert the management’s attention from implementing its growth strategy, which could prevent PubCo from improving its business, financial condition and results of operations. Furthermore, PubCo expects these rules and regulations to make it more difficult and more expensive for PubCo to obtain director and officer liability insurance, and consequently PubCo may be required to incur substantial costs to obtain such coverage. These additional obligations could have a material adverse effect on its business, financial condition, results of operations and prospects. These factors could also make it more difficult for PubCo to attract and retain qualified members of its board of directors, particularly to serve on PubCo’s audit and risk committee, remuneration committee and nominating committee, and qualified executive officers.

As a result of disclosure of information in this proxy statement/prospectus and in filings required of a public company, PubCo’s business and financial condition will become more visible, which may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, PubCo’s business and operating results could be adversely affected, and, even if the claims do not result in litigation or are resolved in PubCo’s favor, these claims, and the time and resources necessary to resolve them, could have an adverse effect on its business, financial condition, results of operations and prospects.

PubCo will be an “emerging growth company” and it cannot be certain if the reduced SEC reporting requirements applicable to emerging growth companies will make PubCo’s Ordinary Shares less attractive to investors, which could have a material and adverse effect on PubCo, including its growth prospects.

last day of the fiscal year (a) following the fifth anniversary of the closing of the Business Combination, (b) in which PubCo has total annual gross revenue of at least $1.07 billion or (c) in which PubCo is deemed to be a large accelerated filer, which means the market value of PubCo Ordinary Shares held by non-affiliates exceeds $700 million as of the last business day of PubCo’s prior second fiscal quarter, and (ii) the date on which PubCo issued more than $1.0 billion in non-convertible debt during the prior three-year period. PubCo intends to take advantage of exemptions from various reporting requirements that are applicable to most other public companies, whether or not they are classified as “emerging growth companies,” including, but not limited to, an exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that PubCo’s independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting and reduced disclosure obligations regarding executive compensation, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Furthermore, even after PubCo no longer qualifies as an “emerging growth company,” as long as PubCo continues to qualify as a foreign private issuer under the Exchange Act, PubCo will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including, but not limited to, the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, and current reports on Form 8-K, upon the occurrence of specified significant events. In addition, PubCo will not be required to file annual reports and financial statements with the SEC as promptly as U.S. domestic companies whose securities are registered under the Exchange Act, and are not required to comply with Regulation FD, which restricts the selective disclosure of material information.

As a result, PubCo shareholders may not have access to certain information they deem important. PubCo cannot predict if investors will find PubCo Ordinary Shares less attractive because it relies on these exemptions. If some investors do find PubCo Ordinary Shares less attractive as a result, there may be a less active trading market and share price for PubCo Ordinary Shares may be more volatile.

PubCo will qualify as a foreign private issuer within the meaning of the rules under the Exchange Act, and as such PubCo is exempt from certain provisions applicable to United States domestic public companies.

Because PubCo will qualify as a foreign private issuer under the Exchange Act immediately following the consummation of the Business Combination, PubCo is exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: (i) the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q and current reports on Form 8-K with the SEC; (ii) the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; (iii) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and (iv) the selective disclosure rules by issuers of material nonpublic information under Regulation FD.

PubCo will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information PubCo is required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. Accordingly, after the Business Combination, if you continue to hold PubCo Ordinary Shares, you may receive less or different information about PubCo than you currently receive about Bridgetown 2 or that you would receive about a U.S. domestic public company.

The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter and, accordingly, the next determination will be made with respect to PubCo on June 30, 2022.

In the future, PubCo could lose its status as a foreign private issuer under current SEC rules and regulations if more than 50% of PubCo’s outstanding voting securities become directly or indirectly held of record by U.S. holders and any one of the following is true: (i) the majority of PubCo’s directors or executive officers are U.S. citizens or residents; (ii) more than 50% of PubCo’s assets are located in the United States; or (iii) PubCo’s business is administered principally in the United States. If PubCo loses its status as a foreign private issuer in the future, it will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if it were a company incorporated in the United States. If this were to happen, PubCo would likely incur substantial costs in fulfilling these additional regulatory requirements, including costs related to the preparation of financial statements in accordance with U.S. GAAP, and members of PubCo’s management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled.

PropertyGuru currently reports and PubCo will report financial results under IFRS, which differs in certain significant respect from U.S. GAAP.

PropertyGuru currently reports and PubCo will report financial results under IFRS. There are and there may in the future be certain significant material differences between IFRS and U.S. GAAP. As a result, financial information and reported earnings of PropertyGuru and PubCo for historical or future periods could be significantly different if they were prepared in accordance with U.S. GAAP. In addition, PubCo does not intend to provide a reconciliation between IFRS and U.S. GAAP unless it is required under applicable law. As a result, you may not be able to meaningfully compare our financial statements under IFRS with those of companies that prepare financial statements under U.S. GAAP.

As a company incorporated in the Cayman Islands, PubCo is permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the NYSE corporate governance listing standards applicable to domestic U.S. companies; these practices may afford less protection to shareholders than they would enjoy if PubCo complied fully with the NYSE corporate governance listing standards.

PubCo is a foreign private issuer as such term is defined in Rule 405 under the Securities Act and is a company incorporated in the Cayman Islands, and, after the consummation of the Business Combination, will be listed on the NYSE. The NYSE market rules permit a foreign private issuer like PubCo to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is PubCo’s home country, may differ significantly from the NYSE corporate governance listing standards applicable to domestic U.S. companies.

Among other things, PubCo is not required to have: (i) a majority of the board of directors consist of independent directors; (ii) a compensation committee consisting of independent directors; (iii) a nominating committee consisting of independent directors; or (iv) regularly scheduled executive sessions with only independent directors each year.

PubCo intends to rely on the exemptions listed above. As a result, you may not be provided with the benefits of certain corporate governance requirements of the NYSE applicable to U.S. domestic public companies.

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because PubCo is incorporated under the law of the Cayman Islands, PubCo conducts substantially all of its operations and a majority of its directors and executive officers reside outside of the United States.

PubCo is an exempted company limited by shares incorporated under the laws of the Cayman Islands, and following the Business Combination, will conduct a majority of its operations through its subsidiary, PropertyGuru, outside the United States. Substantially all of PubCo’s assets are located outside the United States. A majority of PubCo’s officers and directors reside outside the United States and a substantial portion of the assets of those persons are located outside of the United States. As a result, it could be difficult or impossible for

you to bring an action against PubCo or against these individuals outside of the United States in the event that you believe that your rights have been infringed upon under the applicable securities laws or otherwise and it will be difficult to effect service of process within the United States upon PubCo’s officers or directors, or enforce judgments obtained in United States courts against PubCo’s officers or directors. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of the jurisdictions that comprise the Southeast Asian region could render you unable to enforce a judgment against PubCo’s assets or the assets of PubCo’s directors and officers. In addition, it is unclear if any applicable extradition treaties now in effect between the United States and Southeast Asia markets would permit effective enforcement of criminal penalties of U.S. federal securities laws.

In addition, PubCo’s corporate affairs will be governed by the Amended PubCo Articles, the Cayman Islands Companies Act and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary duties of PubCo’s directors to PubCo under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England and Wales, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of PubCo’s shareholders and the fiduciary duties of PubCo’s directors under Cayman Islands law may not be as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws than the United States. Some U.S. states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of Cayman Islands exempted companies like PubCo have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association, a list of the current directors of the company and the register of mortgages and charges) or to obtain copies of lists of shareholders of these companies. PubCo’s directors will have discretion under the Amended PubCo Articles to determine whether or not, and under what conditions, PubCo’s corporate records may be inspected by its shareholders, but PubCo is not obliged to make them available to the shareholders (subject to limited circumstances in which an inspector may be appointed to report on the affairs of PubCo). This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest. See “Description of PubCo Ordinary Shares—Inspection of Books.”

The courts of the Cayman Islands are unlikely (i) to recognize or enforce judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state securities laws; and (ii) in original actions brought in the Cayman Islands, to impose liabilities predicated upon the civil liability provisions of the federal securities laws of the United States or any state securities laws, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

Certain corporate governance practices in the Cayman Islands, which is PubCo’s home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. To the extent PubCo chooses to follow home country practice with respect to corporate governance matters, its shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

As a result of all of the above, PubCo’s shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States.

The ability of PubCo’s subsidiaries after the consummation of the Business Combination in certain Southeast Asia markets to distribute dividends to PubCo may be subject to restrictions under their respective laws.

PubCo is a holding company, and its subsidiaries after the consummation of the Business Combination will be located throughout Southeast Asia in Vietnam, Thailand, Singapore, Malaysia and Indonesia. Part of PubCo’s primary internal sources of funds to meet its cash needs will be its share of the dividends, if any, paid by PubCo’s subsidiaries. The distribution of dividends to PubCo from the subsidiaries in these markets as well as other markets where PubCo operates is subject to restrictions imposed by the applicable laws and regulations in these markets.

It is not expected that PubCo will pay dividends in the foreseeable future after the Business Combination.

It is expected that PubCo will retain most, if not all, of its available funds and any future earnings after the Business Combination to fund the development and growth of its business. As a result, it is not expected that PubCo will pay any cash dividends in the foreseeable future.

Following completion of the Business Combination, PubCo’s board of directors will have complete discretion as to whether to distribute dividends. Even if the board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on the future results of operations and cash flow, capital requirements and surplus, the amount of distributions, if any, received by PubCo from subsidiaries, PubCo’s financial condition, contractual restrictions and other factors deemed relevant by the board of directors. There is no guarantee that the shares of PubCo will appreciate in value after the Business Combination or that the trading price of the shares will not decline. Holders of the PubCo Ordinary Shares should not rely on an investment in PubCo Ordinary Shares as a source for any future dividend income.

If PubCo Ordinary Shares are not eligible for deposit and clearing within the facilities of the Depository Trust Company, then transactions in the PubCo Ordinary Shares may be disrupted.

The facilities of DTC are a widely used mechanism that allow for rapid electronic transfers of securities between the participants in the DTC system, which include many large banks and brokerage firms. PubCo expects that PubCo Ordinary Shares will be eligible for deposit and clearing within the DTC system. DTC is not obligated to accept PubCo Ordinary Shares for deposit and clearing within its facilities in connection with the listing and, even if DTC does initially accept PubCo Ordinary Shares, it will generally have discretion to cease to act as a depository and clearing agency for PubCo Ordinary Shares.

If DTC determines prior to the completion of the transactions that PubCo Ordinary Shares are not eligible for clearance within the DTC system, then PubCo would not expect to complete the transactions and the listing contemplated by this proxy statement/prospectus in its current form. However, if DTC determines at any time after the completion of the transactions and the listing that PubCo Ordinary Shares were not eligible for continued deposit and clearance within its facilities, then PubCo believes PubCo Ordinary Shares would not be eligible for continued listing on a U.S. securities exchange and trading in the shares would be disrupted. While PubCo would pursue alternative arrangements to preserve its listing and maintain trading, any such disruption could have a material adverse effect on the market price of PubCo Ordinary Shares.

Risks Relating to Taxation

PubCo may be or become a passive foreign investment company (“PFIC”), which could result in adverse U.S. federal income tax consequences to U.S. Holders.

If PubCo (or its predecessor Bridgetown 2) is a PFIC for any taxable year, or portion thereof, that is included in the holding period of a beneficial owner of the PubCo Ordinary Shares that is a U.S. Holder, such U.S. Holder may be subject to certain adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Following the Merger, assuming that the Merger qualifies as an “F” reorganization within the meaning of Section 368(a)(1)(F) of the Code, PubCo will be treated as the successor to Bridgetown 2 for U.S. federal income tax purposes, and for the taxable year that includes the Business Combination and subsequent taxable years, the PFIC asset and income tests will be applied based on the assets and activities of the combined business.

Based on the anticipated timing of the Business Combination, the anticipated assets and income of the combined company and the application of the start-up exception, Bridgetown 2 or its successor PubCo (as the case may be) are not currently expected to be treated as a PFIC for the current taxable year ending on December 31, 2021 or the foreseeable future. However, the facts on which any determination of PFIC status are based may not be known until the close of each taxable year in question, and, in the case of the current taxable year, until as late as the close of two subsequent taxable years. Additionally, there is uncertainty regarding the application of the start-up exception.

Please see the section entitled “Material Tax Considerations—United States Federal Income Tax Considerations—PFIC Considerations” for a more detailed discussion with respect to PubCo’s PFIC status. U.S. Holders are urged to consult their tax advisors regarding the possible application of the PFIC rules to holders of the PubCo Ordinary Shares.

Risks Relating to Redemption of Bridgetown 2 Shares

You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to redeem or sell your public shares, potentially at a loss.

Bridgetown 2 public shareholders will be entitled to receive funds from the trust account only upon the earlier to occur of: (i) Bridgetown 2’s completion of the Business Combination, and then only in connection with those shares of Bridgetown 2 Shares that such shareholder properly elected to redeem, subject to the limitations described herein, and (ii) the redemption of Bridgetown 2’s public shares if Bridgetown 2 is unable to complete a business combination by the Final Redemption Date, subject to applicable law and as further described herein. In addition, if Bridgetown 2 plans to redeem its public shares because Bridgetown 2 is unable to complete a business combination by the Final Redemption Date, for any reason, compliance with Cayman Islands law may require that Bridgetown 2 submit a plan of dissolution to Bridgetown 2’s then-existing shareholders for approval prior to the distribution of the proceeds held in Bridgetown 2’s trust account. In that case, Bridgetown 2 shareholders may be forced to wait beyond the Final Redemption Date, before they receive funds from the trust account. In no other circumstances will Bridgetown 2 shareholders have any right or interest of any kind in the trust account. Accordingly, to liquidate your investment, you may be forced to sell your public shares, potentially at a loss.

Shareholders of Bridgetown 2 who wish to redeem their shares for a pro rata portion of the trust account must comply with specific requirements for redemption, which may make it difficult for them to exercise their redemption rights prior to the deadline. If shareholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their Bridgetown 2 Shares for a pro rata portion of the funds held in the trust account.

Bridgetown 2 shareholders who wish to redeem their shares for a pro rata portion of the trust account must submit a written request to Continental, in which you (i) request that Bridgetown 2 redeem all or a portion of your Bridgetown 2 Shares for cash and (ii) identify yourself as the beneficial holder of the Bridgetown 2 Shares

and provide your legal name, phone number and address; and deliver your share certificates (if any) and other redemption forms (as applicable) to Continental, physically or electronically through the DTC. Any Bridgetown 2 shareholder who fails to properly demand redemption of such shareholder’s public shares will not be entitled to convert his or her public shares into a pro rata portion of the trust account. In addition, Bridgetown 2 will comply with the proxy rules when conducting redemptions in connection with the Business Combination. Despite Bridgetown 2’s compliance with these rules, if a shareholder fails to receive Bridgetown 2’s proxy materials, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. Furthermore, the proxy materials, as applicable, that Bridgetown 2 will furnish to holders of its public shares in connection with the Business Combination will describe the various procedures that must be complied with in order to validly redeem public shares. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed.

Bridgetown 2 does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for Bridgetown 2 to complete a business combination with which a substantial majority of its shareholders do not agree.

The Existing Bridgetown 2 Articles does not provide a specified maximum redemption threshold, except that in no event will Bridgetown 2 redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001, such that Bridgetown 2 is not subject to the SEC’s “penny stock” rules. This minimum net tangible asset amount is also required as an obligation to each party’s obligation to consummate the Business Combination under the Business Combination Agreement. If the Business Combination is not consummated, Bridgetown 2 will not redeem any shares, all Bridgetown 2 Shares submitted for redemption will be returned to the holders thereof, and Bridgetown 2 instead may search for an alternate business combination.

The grant and future exercise of registration rights may adversely affect the market price of PubCo Ordinary Shares upon consummation of the Business Combination.

Pursuant to the Registration Rights Agreement entered into in connection with the Business Combination and which is described elsewhere in this proxy statement/prospectus, Sponsor and certain shareholders of PropertyGuru and their affiliates that entered into such agreement can each demand that PubCo register their registrable securities under certain circumstances and each of them will also have piggyback registration rights for these securities in connection with certain registrations of securities that PubCo undertakes. In addition, following the consummation of the Business Combination, PubCo is required to file and maintain an effective registration statement under the Securities Act covering such securities and certain other securities of PubCo. Additionally, pursuant to the PIPE Subscription Agreements and Registration Rights Agreement, PubCo must file a registration statement within 45 days after the consummation of the Business Combination registering up to 13,193,068 PubCo Ordinary Shares held by the PIPE Investors, as well as a number of PubCo Ordinary Shares as requested by other holders under the Registration Rights Agreement. Additionally, PubCo may enter into other registration rights agreements from time to time. See “Shares Eligible for Future Sale—Registration Rights.”

The registration of these securities will permit the public sale of such securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of PubCo Ordinary Shares post-Business Combination.

If you or a “group” of shareholders of which you are a part are deemed to hold an aggregate of more than 15% of the Bridgetown 2 Shares issued in the Bridgetown 2 IPO, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 15% of the Bridgetown 2 Shares issued in the Bridgetown 2 IPO.

A shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the Bridgetown 2 Shares. In order to determine whether a shareholder is acting in concert or as a group with another shareholder, Bridgetown 2 will require each shareholder seeking to exercise redemption rights to certify to Bridgetown 2 whether such shareholder is acting in concert or as a group with any other shareholder. Such

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certifications, together with other public information relating to share ownership available to Bridgetown 2 at that time, such as Schedule 13D, Schedule 13G and Section 16 filings under the Exchange Act, will be the sole basis on which Bridgetown 2 makes the above-referenced determination. Your inability to redeem any such excess shares will reduce your influence over Bridgetown 2’s ability to consummate the Business Combination and you could suffer a material loss on your investment in Bridgetown 2 if you sell such excess shares in open market transactions. Additionally, you will not receive redemption distributions with respect to such excess shares if Bridgetown 2 consummates the Business Combination. As a result, you will continue to hold that number of shares aggregating to more than 15% of the shares sold in the Bridgetown 2 IPO and, in order to dispose of such excess shares, would be required to sell your Bridgetown 2 Shares in open market transactions, potentially at a loss. There is no assurance that the value of such excess shares will appreciate over time following the Business Combination or that the market price of the Bridgetown 2 Shares will exceed the per-share redemption price. Notwithstanding the foregoing, shareholders may challenge Bridgetown 2’s determination as to whether a shareholder is acting in concert or as a group with another shareholder in a court of competent jurisdiction.

However, Bridgetown 2 shareholders’ ability to vote all of their shares (including such excess shares) for or against the Business Combination is not restricted by this limitation on redemption.

There is no guarantee that a shareholder’s decision whether to redeem its shares for a pro rata portion of the trust account will put the shareholder in a better future economic position.

There is no assurance as to the price at which a Bridgetown 2 shareholder may be able to sell its public shares in the future following the completion of the Business Combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in the share price, and may result in a lower value realized now than a shareholder of Bridgetown 2 might realize in the future had the shareholder not redeemed its shares. Similarly, if a shareholder does not redeem its shares, the shareholder will bear the risk of ownership of the public shares after the consummation of any initial business combination, and there can be no assurance that a shareholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A shareholder should consult the shareholder’s tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

On , 2021, the most recent practicable date prior to the date of this proxy statement/prospectus, the closing price per Bridgetown 2 Share was $ . In each of the No Redemption Scenario, the Interim Redemption Scenario (where, for example, the Bridgetown 2 public shareholders would redeem 13,352,876 Class A Ordinary Shares) and the Maximum Redemption Scenario, as well as all interim levels of redemptions, the PIPE Investors will pay $10.00 per PubCo Ordinary Share in connection with the PIPE Investment, and the consideration payable to Bridgetown 2 shareholders – which will be paid in the form of PubCo Ordinary Shares—will be valued at $10.00 per share. As such, regardless of the extent of redemptions, the PubCo Ordinary Shares owned by non-redeeming Bridgetown 2 shareholders will have an implied value of $10.00 per share upon the consummation of the Business Combination. Notwithstanding the foregoing, Bridgetown 2 shareholders should be aware that neither the price per share of PubCo Ordinary Shares following the consummation of the Business Combination nor the potential impact of redemptions on the per share value of PubCo Ordinary Shares owned by non-redeeming Bridgetown 2 shareholders can be predicted. However, increased levels of redemptions by Bridgetown 2 shareholders may be a result of the price per PubCo Ordinary Share falling below the redemption price. More Bridgetown 2 shareholders may elect to redeem their Bridgetown 2 Shares if the share price of the Bridgetown 2 Shares is below the projected redemption price of $10.00 per share. In contrast, more Bridgetown 2 shareholders may elect not to redeem their Bridgetown 2 Shares if the share price of the Bridgetown 2 Shares is above the projected redemption price of $10.00 per share. Each Bridgetown 2 Share that is redeemed will represent both (i) a reduction, equal to the amount of the redemption price, of the cash that will be available to PubCo from the Trust Account and (ii) a corresponding increase in each Bridgetown 2 shareholder’s pro rata ownership interest in PubCo following the consummation of the Business Combination.

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EXTRAORDINARY GENERAL MEETING OF BRIDGETOWN 2 SHAREHOLDERS

General

Bridgetown 2 is furnishing this proxy statement/prospectus to Bridgetown 2 shareholders as part of the solicitation of proxies by Bridgetown 2’s board of directors for use at the Extraordinary General Meeting of Bridgetown 2 shareholders to be held on , 2021, and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to Bridgetown 2 shareholders on or about , 2021 in connection with the vote on the proposals described in this proxy statement/prospectus. This proxy statement/prospectus provides Bridgetown 2 shareholders with information they need to know to be able to vote or instruct their vote to be cast at the Extraordinary General Meeting.

Date, Time and Place

The Extraordinary General Meeting of shareholders shall be held on , 2021 at AM, time at . The Extraordinary General Meeting shall be held in person and virtually via live webcast at . Should Bridgetown 2 shareholders attend the Extraordinary General Meeting virtually, each may vote and submit questions during the Extraordinary General Meeting by visiting and entering their control number. We are pleased to utilize virtual shareholder meeting technology to (i) provide ready access and cost savings for Bridgetown 2 shareholders and Bridgetown 2, and (ii) to promote social distancing pursuant to guidance provided by the CDC and the SEC due to COVID-19. The virtual meeting format allows attendance from any location in the world.

Purpose of Bridgetown 2 Extraordinary General Meeting

At the Extraordinary General Meeting, Bridgetown 2 is asking holders of Bridgetown 2 Shares to:

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consider and vote upon the Business Combination Proposal;

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consider and vote upon the Merger Proposal;

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consider and vote upon the Governing Documents Proposal; and

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if presented, consider and vote upon the Adjournment Proposal.

The approval of the Business Combination Proposal is a condition to the consummation of the Business Combination Transactions. If the Business Combination Proposal is not approved, the other proposals (except the Adjournment Proposal, as described below) shall not be presented to the Bridgetown 2 shareholders for a vote.

Recommendation of Bridgetown 2 Board of Directors FOR the Business Combination, the Merger Proposal, the Governing Documents Proposal and the Adjournment Proposal

Bridgetown 2’s board of directors has unanimously determined that the Business Combination Proposal, the Merger Proposal and the Governing Documents Proposal are fair to and in the best interests of Bridgetown 2; has unanimously approved the Business Combination Proposal, the Merger Proposal and the Governing Documents Proposal; unanimously recommends that shareholders vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal and “FOR” the Governing Documents Proposal; and unanimously recommends that shareholders vote “FOR” the Adjournment Proposal if it is presented to the meeting.

The existence of financial and personal interests of one or more of Bridgetown 2’s directors results in conflicts of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Bridgetown 2 and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Bridgetown 2’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination Proposal—Interests of Bridgetown 2’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

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Record Date; Outstanding Shares; Shareholders Entitled to Vote

Bridgetown 2 has fixed the close of business on , 2021, as the “record date” for determining Bridgetown 2 shareholders entitled to notice of and to attend and vote at the Extraordinary General Meeting. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Our warrants do not have voting rights. As of the close of business on the record date, there were Bridgetown 2 Class A Ordinary Shares and Bridgetown 2 Class B Ordinary Shares outstanding and entitled to vote. All of the Bridgetown 2 Class B Ordinary Shares are held by the Sponsor and Bridgetown 2’s directors and certain other advisors and/or affiliates of Bridgetown 2 to whom the Sponsor has transferred such Bridgetown 2 Class B Ordinary Shares. Each Bridgetown 2 Share is entitled to one vote per share at the Extraordinary General Meeting.

Quorum

The presence, by means of remote communication or by proxy, of the holders of a majority of all the issued and outstanding Bridgetown 2 Shares entitled to vote at the Extraordinary General Meeting constitutes a quorum at the Extraordinary General Meeting. As of the record date for the Extraordinary General Meeting, Bridgetown 2 Shares would be required to achieve a quorum.

Abstentions and Broker Non-Votes

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to Bridgetown 2 but marked by brokers as “not voted” will be treated as shares present for purposes of determining the presence of a quorum on all matters, but they will not be treated as shares voted on the matter. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction.

Vote Required

The approval of the Business Combination Proposal will require an ordinary resolution as defined in the Existing Bridgetown 2 Articles, which means a resolution passed by a simple majority of the votes cast by those shareholders of Bridgetown 2 who, being entitled to do so, attend, in person or by proxy, and vote thereupon at the Extraordinary General Meeting. The approval of the Merger Proposal will require a special resolution, being a resolution which is passed by a majority of at least two-thirds of the votes cast by those shareholders of Bridgetown 2 who, being entitled to do so, attend, in person or by proxy, and vote thereupon at the Extraordinary General Meeting. The approval of the Governing Documents Proposal will require a special resolution, being a resolution which is passed by a majority of at least two-thirds of the votes cast by those shareholders of Bridgetown 2 who, being entitled to do so, attend, in person or by proxy, and vote thereupon at the Extraordinary General Meeting. The approval of the Adjournment Proposal if presented will require the consent of the meeting, which means a simple majority of the votes which are cast by those shareholders of Bridgetown 2 who are present, in person or by proxy, and vote thereupon at the Extraordinary General Meeting. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting.

Voting Your Shares

Each Bridgetown 2 Share that you own in your name entitles you to one vote. Your proxy card shows the number of Bridgetown 2 Shares that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

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There are two ways to vote your Bridgetown 2 Shares at the Extraordinary General Meeting:

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You can vote by signing and returning the enclosed proxy card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the Bridgetown 2 board of directors “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, “FOR” the Governing Documents Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the Extraordinary General Meeting. Votes received after a matter has been voted upon at the Extraordinary General Meeting will not be counted; or

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You can attend the Extraordinary General Meeting virtually and vote electronically.

Beneficial shareholders who wish to attend the Extraordinary General Meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mailing a copy (a legible photograph is sufficient) of their legal proxy to . Beneficial shareholders who email a valid legal proxy shall be issued a meeting control number that shall allow them to register to attend and participate in the Extraordinary General Meeting. After contacting our transfer agent, a beneficial holder shall receive an email prior to the meeting with a link and instructions for entering the Extraordinary General Meeting. Beneficial shareholders should contact our transfer agent at least five business days prior to the meeting date.

Revoking Your Proxy

If you are a shareholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•

you may send another proxy card with a later date; or

•

you may notify , in writing, before the Extraordinary General Meeting that you have revoked your proxy (if you do so, you may attend the Extraordinary General Meeting virtually and vote via electronic communication, as indicated above).

Who Can Answer Your Questions About Voting Your Shares

If you are a shareholder and have any questions about how to vote or direct a vote in respect of your Bridgetown 2 Shares, you may call Morrow, Bridgetown 2’s proxy solicitor, at +1 (800) 662-5200, or banks and brokers can call +1 (203) 658-9400, or by email at BTNB.info@investor.morrowsodali.com.

Redemption Rights

Holders of Bridgetown 2 Shares may seek to have their shares redeemed for cash, regardless of whether they vote or, if they do vote, irrespective of whether they vote for or against the Business Combination Proposal, the Merger Proposal or the Governing Documents Proposal. Any shareholder holding Bridgetown 2 Shares as of the record date may demand that Bridgetown 2 redeem such shares for a per-share price, payable in cash, equal to the pro rata portion of the amount on deposit in the trust account (which was $ per share as of , 2021, the record date), calculated as of two business days prior to the anticipated consummation of the Business Combination, including interest earned on the funds held in the trust account and not previously released to Bridgetown 2. If a holder properly seeks redemption as described in this section and the Business Combination is consummated, Bridgetown 2 shall redeem these shares for a pro rata portion of funds deposited in the trust account and the holder shall no longer own these shares. A holder of Bridgetown 2 Shares, together with any affiliate of such holder and any person with whom such holder is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act) may not seek to have more than 15% of the aggregate Bridgetown 2 Shares redeemed without the consent of Bridgetown 2.

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The Sponsor and Bridgetown 2’s directors shall not have redemption rights with respect to any Bridgetown 2 Shares owned by them, directly or indirectly.

Bridgetown 2 shareholders who seek to have their Bridgetown 2 Shares redeemed are required to (A) submit a redemption request in writing to Continental, Bridgetown 2’s transfer agent, in which (i) they request that Bridgetown 2 redeems all or a portion of their Bridgetown 2 Shares for cash and (ii) identify themselves as the beneficial holders of the shares and provide their legal name, phone number and address, and (B) deliver their shares, either physically or electronically using DTC’s DWAC System, to Bridgetown 2’s transfer agent no later than p.m. time on , 2021 (two business days prior to the Extraordinary General Meeting). If you hold the shares in street name, you shall have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures shall not be converted into cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent shall typically charge the tendering broker $100.00 and it would be up to the broker whether or not to pass this cost on to the converting shareholder. In the event the proposed Business Combination is not consummated, this may result in an additional cost to shareholders for the return of their shares.

Any request to have Bridgetown 2 Shares redeemed, once made by a holder of Bridgetown 2 Shares, may be withdrawn at any time up to the vote on the Business Combination Proposal, the Merger Proposal and the Governing Documents Proposal, but only with the consent of the Board of Directors of Bridgetown 2. If a holder of Bridgetown 2 Shares delivers shares for redemption and later decides prior to the Extraordinary General Meeting not to elect redemption, such holder may request that Bridgetown 2 consent to the return of such shares to such holder. Such a request must be made by contacting Continental, Bridgetown 2’s transfer agent, at the phone number or address set out elsewhere in this proxy statement/prospectus.

If the Business Combination is not approved or completed for any reason, then Bridgetown 2 shareholders who elected to exercise their redemption rights shall not be entitled to have their shares redeemed for or upon electing to redeem their shares in connection with a subsequent initial business combination which is consummated. Bridgetown 2 shall thereafter promptly return any shares delivered by Bridgetown 2 shareholders. In such case, Bridgetown 2 shareholders may only share in the assets of the trust account upon the liquidation of Bridgetown 2. This may result in Bridgetown 2 shareholders receiving less than they would have received if the Business Combination was completed and they had exercised redemption rights in connection therewith due to potential claims of creditors.

The closing price of Bridgetown 2 Class A Ordinary Shares on the record date was $ . The cash held in the trust account on such date was approximately $ million (approximately $ per Bridgetown 2 Share). Prior to exercising redemption rights, Bridgetown 2 shareholders should verify the market price of Bridgetown 2 Shares as they may receive higher proceeds from the sale of their Bridgetown 2 Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. Bridgetown 2 cannot assure its shareholders that they shall be able to sell their Bridgetown 2 Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares.

Appraisal or Dissenters’ Rights

Neither public Bridgetown 2 shareholders who hold Bridgetown 2 Class A Ordinary Shares nor Bridgetown 2 warrant holders have appraisal or dissenters’ rights in connection with the Business Combination under the laws of the Cayman Islands. Although under the Cayman Islands Companies Act, shareholders of a Cayman Islands company ordinarily have dissenters’ rights with respect to a merger, dissenters’ rights will not be available under the Cayman Islands Companies Act in respect of Bridgetown 2 Class A Ordinary Shares if an open market for such class of shares exists on a recognized stock exchange (which includes Nasdaq) for a

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specified period after the Merger is authorized. Under the terms of the Business Combination Agreement, if any Bridgetown 2 shareholder gives written objection to the Merger pursuant to the Cayman Islands Companies Act, the closing of the Merger may be deferred until such specified period has elapsed. Therefore, no dissenters’ rights are available under the Merger in respect of the Bridgetown 2 Class A Ordinary Shares; however, holders have a redemption right as further described in this proxy statement/prospectus. See “Extraordinary General Meeting of Bridgetown 2 Shareholders—Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Proxy Solicitation Costs

Bridgetown 2 is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail but also may be made by telephone or in person. Bridgetown 2 and its directors, officers and employees may also solicit proxies in person by telephone or by other electronic means. Bridgetown 2 shall bear the cost of the solicitation.

Bridgetown 2 has hired Morrow to assist in the proxy solicitation process. Bridgetown 2 shall pay Morrow a fixed fee of $35,000, plus disbursements, and shall pay $6.50 for each holder’s proxy solicited by Morrow, and shall reimburse Morrow for its reasonable and documented costs and expenses and shall indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. Such fee shall be paid with non-trust account funds. Bridgetown 2 shall pay the cost of soliciting proxies for the Extraordinary General Meeting.

Bridgetown 2 shall ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions, and shall reimburse such parties for their expenses in forwarding soliciting materials to beneficial owners of Ordinary Shares and in obtaining voting instructions from those owners.

Bridgetown 2’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

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THE BUSINESS COMBINATION PROPOSAL

General

Holders of Bridgetown 2 Shares are being asked to adopt the Business Combination Agreement, approve the terms thereof and approve the transactions contemplated thereby, including the Business Combination. Bridgetown 2 shareholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus. Please see the section entitled “—The Business Combination Agreement” below, for additional information and a summary of certain terms of the Business Combination Agreement. You are urged to read carefully the Business Combination Agreement in its entirety before voting on this proposal.

Bridgetown 2 may consummate the Business Combination only if the Business Combination Proposal is approved by the affirmative vote of the holders of a majority of the issued and outstanding Bridgetown 2 Shares entitled to vote, who attend, in person or by proxy, and vote thereupon at the Extraordinary General Meeting, the Merger Proposal is approved by the affirmative vote of the holders of at least two-thirds of the issued and outstanding Bridgetown 2 Shares entitled to vote, who attend, in person or by proxy, and vote thereupon at the Extraordinary General Meeting and the Governing Documents Proposal is approved by the affirmative vote of the holders of at least two-thirds of the issued and outstanding Bridgetown 2 Shares entitled to vote, who attend, in person or by proxy, and vote thereupon at the Extraordinary General Meeting.

The Business Combination Agreement

On July 23, 2021, Bridgetown 2, PubCo, Amalgamation Sub and PropertyGuru entered into the Business Combination Agreement. The subsections that follow this subsection describe the material provisions of the Business Combination Agreement, but do not purport to describe all of the terms of the Business Combination Agreement. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, a copy of which is attached as Annex A hereto. Bridgetown 2 shareholders and other interested parties are urged to read the Business Combination Agreement carefully and in its entirety (and, if appropriate, with the advice of financial and legal counsel) because it is the primary legal document that governs the Business Combination.

The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The representations, warranties and covenants in the Business Combination Agreement are also modified in important part by the disclosure schedules referred to therein which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to shareholders. The disclosure schedules were used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that the disclosure schedules contain information that is material to an investment decision. Moreover, certain representations and warranties in the Business Combination Agreement may, may not have been or may not be, as applicable, accurate as of any specific date and do not purport to be accurate as of the date of this proxy statement/prospectus. Accordingly, no person should rely on the representations and warranties in the Business Combination Agreement or the summaries thereof in this proxy statement/prospectus as characterizations of the actual state of facts about PubCo, Bridgetown 2, PropertyGuru, Amalgamation Sub or any other matter.

Capitalized terms in this section not otherwise defined in this proxy statement/prospectus shall have the meanings ascribed to them in the Business Combination Agreement.

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General Description of the Business Combination Transactions

In accordance with the terms and subject to the conditions of the Business Combination Agreement, the parties to the Business Combination Agreement have agreed that, in connection with the Closing, the parties shall undertake a series of transactions pursuant to which (i) Bridgetown 2 shall merge with and into PubCo, with PubCo being the surviving company and (ii) following the Merger, Amalgamation Sub and PropertyGuru shall amalgamate and continue as one company, with PropertyGuru being the surviving company and a wholly-owned subsidiary of PubCo. The merger described in (i) is referred to as the “Merger” and the amalgamation described in (ii) is referred to as the “Amalgamation.” The Merger, the Amalgamation and the other transactions contemplated by the Business Combination Agreement are referred to as the “Business Combination.”

The Merger

The Merger shall become effective on the date which is five business days after the first date on which all conditions set forth in the Business Combination Agreement that are required to be satisfied or waived (other than the conditions that by their terms are to be satisfied at the Merger Closing, but subject to the satisfaction or waiver of such conditions) on or prior to the closing of the Merger or at such other time as may be agreed by PropertyGuru and Bridgetown 2 in writing. As a result of the Merger, at the Merger Effective Time, (i) all the property, rights, privileges, powers and franchises, liabilities and duties of Bridgetown 2 and PubCo shall vest in and become the property, rights, privileges, powers and franchises, liabilities and duties of PubCo as the surviving company and the separate corporate existence of Bridgetown 2 shall cease to exist, (ii) each issued and outstanding security of Bridgetown 2 immediately prior to the Merger Effective Time shall be canceled in exchange for or converted into securities of PubCo as set out below, and (iii) PubCo’s memorandum and articles of association shall be amended and restated to read in their entirety in the form attached as Exhibit C to the Business Combination Agreement.

Subject to the terms and conditions of the Business Combination Agreement, at the Merger Effective Time:

•

The sum of all PubCo Ordinary Shares and PubCo Merger Warrants receivable by Bridgetown 2 shareholders is referred to as “Merger Consideration.”

The Amalgamation

Following the Merger, subject to the terms and conditions set forth in the Business Combination Agreement, the Closing shall take place as soon as practicable following the time at which all conditions set forth in the Business Combination Agreement that are required to be satisfied or waived (other than the conditions that by their terms are to be satisfied at Closing, but subject to the satisfaction or waiver of such conditions) or at such other time as may be agreed by Bridgetown 2, PubCo and PropertyGuru in writing. As a result of the Amalgamation, at the Amalgamation Effective Time (i) each issued and outstanding security of PropertyGuru

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immediately prior to the Amalgamation Effective Time shall be canceled in exchange for or converted into securities of PubCo as set out below, (ii) each share of Amalgamation Sub issued and outstanding immediately prior to the Amalgamation Effective Time shall automatically be converted into one ordinary share of the surviving company as set out below, (iii) the board of directors and officers of Amalgamation Sub shall cease to hold office, and the board of directors and officers of PropertyGuru shall be as determined by PropertyGuru and (iv) PubCo’s constitution shall be the constitution set out in the Amalgamation Proposal, until thereafter amended as provided therein and under the Singapore Companies Act.

Subject to the terms and conditions of the Business Combination Agreement, at the Amalgamation Effective Time:

•

separately from the Amalgamation but as of the Amalgamation Effective Time, each PropertyGuru Restricted Stock Unit Award outstanding immediately prior to the Amalgamation Effective Time shall be assumed by PubCo and converted into an award of restricted share units of PubCo representing the right to receive PubCo Ordinary Shares equal to (i) the number of PropertyGuru Shares subject to the PropertyGuru Restricted Stock award immediately before the Amalgamation Effective Time multiplied by (ii) the Exchange Ratio (such product rounded down to the nearest whole number), and otherwise, shall be subject to substantially the same terms and conditions as were applicable to such PropertyGuru Restricted Stock Unit Award immediately prior to the Amalgamation Effective Time;

•

separately from the Amalgamation but as of the Amalgamation Effective Time, all PropertyGuru Warrants outstanding immediately prior to the Amalgamation Effective Time shall cease to be warrants with respect to PropertyGuru Shares and be assumed by PubCo and converted into a warrant of PubCo to purchase 4,043,411 PubCo Ordinary Shares at a price of $6.92 per share, subject to certain adjustments set forth in the Novation, Assumption and Amendment Agreement;

•

The sum of all the PubCo Ordinary Shares and warrants to be issued by PubCo receivable by PropertyGuru shareholders is referred to as “Amalgamation Consideration,” and the Merger Consideration and the Amalgamation Consideration are referred to as the “Shareholder Merger Consideration.” At or prior to the Merger Effective Time, PubCo shall deposit, or cause to be deposited with Continental as Exchange Agent (or another exchange agent reasonably acceptable to PropertyGuru) the Shareholder Merger Consideration.

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Representations and Warranties

The Business Combination Agreement contains customary representations, warranties and covenants of PropertyGuru, Bridgetown 2, PubCo, and Amalgamation Sub relating to, among other things, their ability to enter into the Business Combination Agreement and their outstanding capitalization. In the Business Combination Agreement, PropertyGuru also made certain other customary representations and warranties to Bridgetown 2, including among others, representations and warranties related to the following: tax matters; financial statements; absence of changes; liabilities; legal compliance; privacy and cybersecurity, properties; intellectual property rights; labor and employee matters.

The representations and warranties are, in certain cases, subject to specified exceptions and materiality, PropertyGuru Material Adverse Effect and Bridgetown 2 material adverse effect (see “—Material Adverse Effect” below), knowledge and other qualifications contained in the Business Combination Agreement and may be further modified and limited by the disclosure letters to the Business Combination Agreement.

Material Adverse Effect

With respect to PropertyGuru, “PropertyGuru Material Adverse Effect” means any event, state of facts, development, circumstance, occurrence or effect (collectively, “Events”) that (i) has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets and liabilities, results of operations or financial condition of PropertyGuru and its subsidiaries, taken as a whole or (ii) does or would reasonably be expected to, individually or in the aggregate, prevent or materially adversely affect the ability of PropertyGuru to consummate the Business Combination Transactions; provided, however, that in no event would any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, an Event under clause (i) of the definition of a “PropertyGuru Material Adverse Effect”:

(a)

any change in applicable Laws or IFRS or any interpretation thereof following the date of the Business Combination Agreement;

(b)

any change in interest rates or economic, political, business or financial market conditions generally;

(c)

the taking of any action required to be taken under the Business Combination Agreement;

(d)

(e)

any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national or international political conditions;

(f)

any failure in and of itself of PropertyGuru to meet any projections or forecasts (provided that this exception shall not prevent or otherwise affect a determination that any Event underlying such failure has resulted in or contributed to a PropertyGuru Material Adverse Effect as defined in the Business Combination Agreement, except where such Event is otherwise excluded under any of clauses (a) through (e) or clauses (g) through (j));

(g)

any Event generally applicable to the industries or markets in which PropertyGuru and its subsidiaries operate;

(h)

any action taken by, or at the request of, Bridgetown 2;

(i)

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announcement or consummation) on PropertyGuru and its subsidiaries’ relationships, contractual or otherwise, with third parties (other than such impact on licenses with governmental authorities, which impact shall not be excluded); or

(j)

any matter set forth on PropertyGuru’s disclosure letter which matter is reasonably apparent on its face as constituting a PropertyGuru Material Adverse Effect (disregarding this clause (j)),

provided, further, that in the case of each of clauses (a), (b), (d), (e) and (g), any such Event to the extent it disproportionately and adversely affects the business, assets, liabilities, results of operations or condition of PropertyGuru and its subsidiaries, taken as a whole, relative to other similarly situated participants in the industry in which such persons operate shall not be excluded from and shall be taken into account in the determination of whether there has been, or would reasonably be expected to be, a PropertyGuru Material Adverse Effect, but only to the extent of the incremental disproportionate effect on PropertyGuru and its subsidiaries, taken as a whole, relative to such similarly situated participants.

Covenants of the Parties

Covenants of PropertyGuru

PropertyGuru made certain covenants under the Business Combination Agreement (subject to the terms and conditions set forth therein), including, among others, the following:

•

From the signing date of the Business Combination Agreement through the earlier of the Closing or valid termination of the Business Combination Agreement (the “Interim Period”), subject to certain exceptions, PropertyGuru shall use reasonable best efforts to operate the business of PropertyGuru and its subsidiaries in all material respects in the ordinary course consistent with past practice and comply in all material respects with its governing documents and shall not, and shall not permit its subsidiaries to, among other things:

•

change or amend its governing documents, subject to certain exceptions;

•

make or declare any dividend or distribution to the shareholders or make any other distributions in respect of any of its shares or other equity securities;

•

split, combine, reclassify, recapitalize or otherwise amend any terms of any shares or series of equity securities, subject to certain exceptions; or amend any term or alter any rights of any outstanding equity securities;

•

purchase, repurchase, redeem or otherwise acquire any of its issued and outstanding share capital or outstanding equity securities, subject to certain exceptions;

•

enter into, modify in any material respect or terminate (other than expiration in accordance with its terms) any contract of a type required to be listed on PropertyGuru’s disclosure letter, subject to certain exceptions;

•

sell, assign, transfer, convey, lease, exclusively license or otherwise dispose of any material tangible assets or properties, subject to certain exceptions;

•

(i) grant any equity or equity based awards or other severance, retention, change in control or termination or similar pay, (ii) make any change in the key management structure of PropertyGuru, including the hiring of additional officers or the termination of existing officers, (iii) terminate, adopt, enter into or materially amend any benefit plan, (iv) increase the cash compensation or bonus opportunity of any key executive, officer or director, (v) establish any trust or take any other action to secure the payment of any compensation payable by PropertyGuru or any of its subsidiaries or (vi) take any action to amend or waive any performance or vesting criteria or to accelerate the time of payment or vesting of any compensation or benefit payable by PropertyGuru or any of its subsidiaries, in each case subject to certain exceptions;

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•

(i) acquire (whether by merger, consolidation, amalgamation, scheme or similar transaction, purchase of securities of or otherwise) any corporation, partnership, association, joint venture or other business organization or division thereof; or (ii) make any acquisition of, or investment in, a business, by purchase of stock, securities or assets, contributions to capital, or loans or advances, with a value or purchase price in excess of $1,000,000 individually or $2,000,000 in the aggregate, subject to certain exceptions;

•

issue or sell any debt securities or warrants or other rights to acquire any debt securities of PropertyGuru or any of its subsidiaries or otherwise incur, assume or guarantee or otherwise become liable for any indebtedness, subject to certain exceptions;

•

except in the ordinary course of business consistent with past practice, (i) make or change any material election in respect of material taxes, (ii) materially amend, modify or otherwise change any filed material tax return, (iii) adopt or request permission of any tax authority to change any accounting method in respect of material taxes, (iv) enter into any closing agreement in respect of material taxes executed on or prior to the Closing Date or enter into any tax sharing or similar agreement (other than any such agreement solely between PropertyGuru and its existing subsidiaries, and customary commercial contracts not primarily related to taxes), (v) settle any claim or assessment in respect of material taxes, or (vi) consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of material taxes or with respect to any material tax attribute that would give rise to any claim or assessment of taxes;

•

take any action, or knowingly fail to take any action, where such action or failure to act could reasonably be expected to prevent the Business Combination Transactions from qualifying for the intended tax treatment, subject to certain exceptions;

•

issue any additional shares, equity securities or securities exercisable for or convertible or exchangeable into PropertyGuru Shares or other equity securities, subject to certain exceptions;

•

adopt a plan of, or otherwise enter into or effect a, complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization (other than the Amalgamation);

•

waive, release, settle, compromise or otherwise resolve any inquiry, investigation, claim, action, litigation or other legal proceedings, except in the ordinary course of business or where such waivers, releases, settlements or compromises involve only the payment of monetary damages in an amount less than $250,000 in the aggregate;

•

grant to, or agree to grant to, any person rights to any intellectual property or software that is material to PropertyGuru and its subsidiaries, taken as a whole, or dispose of, abandon or permit to lapse any rights to any intellectual property that is material to PropertyGuru and its subsidiaries, taken as a whole, subject to certain exceptions;

•

make or commit to make capital expenditures, subject to certain exceptions;

•

manage PropertyGuru and its subsidiaries’ working capital (including paying amounts payable in a timely manner when due and payable) in a manner other than in the ordinary course of business consistent with past practice;

•

terminate without replacement, or fail to use reasonable efforts to maintain any license material to the conduct of the business of PropertyGuru and its subsidiaries, taken as a whole;

•

waive the restrictive covenant obligations of any current or former employee of PropertyGuru or any of its subsidiaries;

•

limit the right of PropertyGuru or any of its subsidiaries to engage in any line of business or in any geographic area, to develop, market or sell products or services, or to compete with any person or grant any exclusive or similar rights to any person, subject to certain exceptions;

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•

terminate without replacement or amend in a manner materially adverse to PropertyGuru and its subsidiaries, taken as a whole, any insurance policy insuring any risks of the business of PropertyGuru or any of its subsidiaries;

•

make any material change in its accounting principles or methods unless required by IFRS or applicable law or applicable local accounting standards; or

•

enter into any agreement to do any of the foregoing.

•

During the Interim Period, PropertyGuru shall not and shall direct its controlled, controlling and common control affiliates and its and their respective representatives not to directly or indirectly (i) solicit, initiate or pursue any inquiry, indication of interest, proposal or offer with any third party with respect to a PropertyGuru acquisition proposal, (ii) participate in or continue any discussions or negotiations with any third party with respect to, or furnish or make available any information concerning PropertyGuru or any of its subsidiaries to any third party relating to a PropertyGuru acquisition proposal or provide to any third party access to the businesses, properties, assets or personnel of PropertyGuru or any of its subsidiaries, in each case for the purpose of encouraging or facilitating a PropertyGuru acquisition proposal, (iii) enter into any binding understanding, binding arrangement, acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement with respect to a PropertyGuru acquisition proposal, or (iv) grant any waiver, amendment or release under any confidentiality agreement or otherwise knowingly facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt by any person to make, a PropertyGuru acquisition proposal. PropertyGuru shall, and shall instruct its officers and directors to, and shall instruct and cause its representatives, subsidiaries and their respective representatives to, immediately cease and terminate all discussions and negotiations with any persons (other than Bridgetown 2 and its representatives) with respect to a PropertyGuru acquisition proposal from and after the date of the Business Combination Agreement. A PropertyGuru acquisition proposal includes, but is not limited to, (i) any acquisition which would result in any third party beneficially owning any shares of PropertyGuru or any of its subsidiaries, (ii) any merger, acquisition, business combination or other similar transaction involving PropertyGuru or any of its subsidiaries, the business of which constitutes 15% or more of the net revenues, net income or assets of PropertyGuru or any of its subsidiaries, (iii) commencing any work in relation to an initial public offering with any stock exchange, and (iv) any liquidation or other significant corporate reorganization of PropertyGuru or any of its Subsidiaries, the business of which constitutes 15% or more of the net revenues, net income or assets of PropertyGuru or any of its subsidiaries.

•

In the event that any litigation related to the Business Combination Agreement, any other transaction document or the transactions contemplated thereby is brought, or, to the knowledge of PropertyGuru, threatened in writing, against PropertyGuru or any of its subsidiaries or their respective board of directors by any PropertyGuru shareholders prior to the Closing, PropertyGuru shall promptly after becoming aware of such litigation notify Bridgetown 2, Amalgamation Sub and PubCo and keep such parties reasonably informed with respect to the status thereof. PropertyGuru shall provide Bridgetown 2, Amalgamation Sub and PubCo the opportunity to participate in (at its own cost and subject to a customary joint defense agreement), but not control, the defense of any such litigation, and shall consider in good faith Bridgetown 2’s, Amalgamation Sub’s and PubCo’s suggestions with respect to such litigation and shall not settle any such litigation without the prior written consent of Bridgetown 2, Amalgamation Sub and PubCo, such consent not to be unreasonably withheld, conditioned, delayed or denied.

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Covenants of Bridgetown 2, PubCo and Amalgamation Sub

Bridgetown 2, PubCo and Amalgamation Sub made certain covenants under the Business Combination Agreement (subject to the terms and conditions set forth therein), including, among others, the following:

•

PubCo shall assume and amend and restate all of the PropertyGuru incentive plans into PubCo’s incentive equity plans in substantially the forms attached as Exhibit I to the Business Combination Agreement;

•

upon satisfaction or waiver of the conditions set forth in the Business Combination Agreement and provision of notice thereof to the trustee in accordance with the terms of the Trust Agreement, PubCo shall cause at Closing (i) any documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered; and (ii) shall use its reasonable best efforts to cause the Trustee to (a) pay as and when due all amounts payable to shareholders of Bridgetown 2 pursuant to the Bridgetown 2 share redemptions and pay to the underwriters of Bridgetown 2’s initial public offering all outstanding deferred underwriting commissions; and (b) pay all remaining amounts then available in the trust account to be made available to PubCo for immediate use, subject to the Business Combination Agreement and the Trust Agreement;

•

Bridgetown 2 shall ensure Bridgetown 2 remains listed as a public company on the Nasdaq from the date of the Business Combination Agreement until the closing of the Merger. PubCo shall apply for, and shall use reasonable best efforts to cause, the PubCo Ordinary Shares to be issued in connection with the Business Combination Transactions to be approved for, listing on the NYSE and accepted for clearance by DTC, subject to official notice of issuance, prior to the Closing Date;

•

during the Interim Period, subject to certain exceptions, Bridgetown 2, PubCo and Amalgamation Sub, shall use reasonable best efforts to operate its respective business in the ordinary course consistent with past practice and comply in all material respects with its governing documents and shall not:

•

change, modify or amend the Trust Agreement (with respect to Bridgetown 2 only) or its governing documents, or seek any approval from its shareholders to do so, except as contemplated by the Business Combination Proposal, the Merger Proposal and the Governing Documents Proposal;

•

merge, consolidate or amalgamate with or into, or acquire (by purchasing a substantial portion of the assets of or equity in, or by any other manner) any other person or be acquired by any other person;

•

make or declare any dividend or distribution to its respective shareholders or make any other distributions in respect of any of its equity securities;

•

split, combine, reclassify or otherwise amend any terms of any of its equity securities;

•

purchase, repurchase, redeem or otherwise acquire any of its issued and outstanding equity securities, other than, in the case of Bridgetown 2 only, redemptions of Bridgetown 2 Ordinary Shares made as part of Bridgetown 2 share redemptions;

•

except in the ordinary course of business consistent with past practice, (i) make or change any material election in respect of material taxes, (ii) materially amend, modify or otherwise change any filed material tax return, (iii) adopt or request permission of any tax authority to change any accounting method in respect of material taxes, (iv) enter into any closing agreement in respect of material taxes or enter into any tax sharing or similar agreement (other than customary commercial contracts not primarily related to taxes), (v) settle any claim or assessment in respect of material taxes, or (vi) consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of material taxes or with respect to any material tax attribute that would give rise to any claim or assessment of taxes;

•

take any action, or knowingly fail to take any action, where such action or failure to act could reasonably be expected to prevent the Business Combination Transactions from qualifying for the

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intended tax treatment, except as contemplated by the Business Combination Agreement or the Business Combination Transactions;

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enter into, renew or amend in any material respect, any contract with the Sponsor or an affiliate of Bridgetown 2 (including any person in which the Sponsor has a direct or indirect legal or beneficial ownership interest of 5% or greater and any person who has a direct or indirect legal or beneficial ownership interest of 5% or greater in the Sponsor), subject to certain exceptions;

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incur, guarantee or otherwise become liable for any indebtedness, subject to certain exceptions;

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issue any equity securities or securities exercisable for or convertible into equity securities, other than, in the case of Bridgetown 2 only, issuances of new Bridgetown 2 Warrants issued to the Sponsor in respect of the capitalization of any working capital loans or issuances of Bridgetown 2 Shares issuable upon, or subject to, the exercise or settlement of the Bridgetown 2 Warrants, and in the case of PubCo only, the issuance of equity securities of PubCo and the assumption of the assumed PropertyGuru Options, the consummation of the transactions contemplated by the Novation, Assumption and Amendment Agreement and the assumption of the assumed PropertyGuru Restricted Stock Unit Awards;

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grant any options, warrants or other equity-based awards with respect to any equity securities not outstanding on the date of the Business Combination Agreement;

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in the case of Bridgetown 2 and PubCo only, amend, modify or waive any of the terms or rights set forth in any Bridgetown 2 Warrant or the Warrant Agreement, other than pursuant to the Business Combination transaction documents;

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make any change in accounting principles or methods unless required by U.S. GAAP;

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form any subsidiary;

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liquidate, dissolve, reorganize or otherwise wind-up its business and operations; or

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enter into any agreement to do any action prohibited under any of the foregoing.

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Subject to the terms and conditions of the Amended PubCo Articles and the Business Combination Agreement, PubCo shall take all such action within its power as may be necessary or appropriate such that immediately following the Closing:

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the board of directors of PubCo will comprise the directors of PropertyGuru as of immediately prior to the Amalgamation Effective Time (or such other persons as PropertyGuru may designate pursuant to a written notice to be delivered to PubCo sufficiently in advance of the Merger Effective Time); and

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the officers of PropertyGuru as of immediately prior to the Amalgamation Effective Time shall be the officers of PubCo, each such officer to hold office in accordance with the Amended PubCo Articles.

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During the Interim Period, Bridgetown 2 shall not and shall direct the Sponsor and its controlled affiliates and its and their respective officers, directors and representatives not to directly or indirectly (i) solicit, initiate, or pursue any inquiry, indication of interest, proposal or offer with respect to a Bridgetown 2 acquisition proposal, (ii) participate in or continue any discussions or negotiations with any third party with respect to, or furnish or make available any information concerning Bridgetown 2 to any third party relating to a Bridgetown 2 acquisition proposal, or provide to any third party access to the businesses, properties, assets or personnel of Bridgetown 2, in each cases for the purpose of encouraging or facilitating a Bridgetown 2 acquisition proposal, (iii) enter into any binding understanding, binding arrangement, acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement with respect to a Bridgetown 2 acquisition proposal, or (iv) grant any waiver,

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amendment or release under any confidentiality agreement or otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any person to make, a Bridgetown 2 acquisition proposal. Bridgetown 2 shall, and shall direct the Sponsor and its controlled affiliates and its and their respective officers, directors and representatives to, immediately cease and terminate all discussions and negotiations with any persons (other than PropertyGuru and its representatives) with respect to a Bridgetown 2 acquisition proposal. A Bridgetown 2 acquisition proposal means (i) any business combination involving Bridgetown 2 or any of its controlled affiliates or involving all or a material portion of the assets, equity securities or businesses of Bridgetown 2 or its controlled affiliates; or (ii) any equity or similar investment in or by Bridgetown 2 and/or any of its controlled affiliates, in each case, other than the Business Combination.

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During the Interim Period, Bridgetown 2 shall use reasonable efforts to keep current and timely file all reports required to be filed or furnished with the SEC and otherwise comply in all material respects with its reporting obligations under applicable laws.

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Prior to the Closing Date, Bridgetown 2 shall take all such steps (to the extent permitted under applicable law) as are reasonably necessary to cause any acquisition or disposition of PubCo Ordinary Shares or any derivative thereof that occurs or is deemed to occur by reason of or pursuant to the Business Combination Transactions by each person who is or will be or may become subject to Section 16 of the Exchange Act with respect to PubCo, including by virtue of being deemed a director by deputization, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

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In the event that any litigation related to the Business Combination Agreement, any other transaction document or the transactions contemplated thereby is brought, or, to the knowledge of Bridgetown 2, threatened in writing, against Bridgetown 2, PubCo, Amalgamation Sub or their respective board of directors by any Bridgetown 2 shareholders prior to the Closing, Bridgetown 2 shall promptly after becoming aware of such litigation notify PropertyGuru and keep it reasonably informed with respect to the status thereof. Bridgetown 2, PubCo or Amalgamation Sub shall provide PropertyGuru the opportunity to participate in (at its own cost and subject to a customary joint defense agreement), but not control, the defense of any such litigation, and shall consider in good faith PropertyGuru’s suggestions with respect to such litigation and shall not settle any such litigation without the prior written consent of PropertyGuru, such consent not to be unreasonably withheld, conditioned, delayed or denied.

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PubCo shall exercise its rights as the sole shareholder of Amalgamation Sub in so far as it is able to cause Amalgamation Sub to approve the Amalgamation Proposal, including by voting in favor of the Amalgamation Proposal.

Joint Covenants

The Business Combination Agreement also contains certain other covenants and agreements among the various parties, including, among others, that each of PubCo, PropertyGuru, Bridgetown 2 and Amalgamation Sub shall, subject to the terms and conditions contained therein:

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use commercially reasonable efforts to cooperate in good faith with any governmental authority and use commercially reasonable efforts to undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, actions, nonactions or waivers in connection with the Business Combination Transactions as soon as practicable and any and all action necessary to consummate the Business Combination Transactions, and to use commercially reasonable efforts to cause the expiration or termination of the waiting, notice or review periods under any applicable regulatory approval with respect to the Business Combination Transactions as promptly as reasonably possible;

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diligently and expeditiously defend and use reasonable best efforts to obtain any necessary clearance, approval, consent or governmental authorization under any applicable laws prescribed or enforceable

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by any governmental authority for the transactions contemplated by the Business Combination Agreement and to resolve any objections as may be asserted by any governmental authority with respect to the transactions contemplated by the Business Combination Agreement, and cooperate in good faith with each other in the defense of such matters; and

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use reasonable best efforts to obtain all material consents and approvals of third parties that any of PropertyGuru, Bridgetown 2, PubCo, or Amalgamation Sub or their respective affiliates are required to obtain in order to consummate the Merger or the Amalgamation.

Further, the Business Combination Agreement also contains additional covenants and agreements among the parties thereto in respect of, among other matters:

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access to information, properties and personnel;

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preparing, filing and distributing this proxy statement/prospectus on Form F-4 (including any amendments or supplements thereto);

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preparing and delivering certain accounts and financial statements;

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tax matters, including with respect to the intended tax treatment;

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litigation matters with respect to the Business Combination;

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indemnification of present and former directors and officers of PropertyGuru, Bridgetown 2, PubCo and Amalgamation Sub;

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written notice (i) of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which has caused or is reasonably likely to cause any condition to the obligations of any party to effect the Business Combination Transactions not to be satisfied, (ii) any breach of a representation or warranty given by PropertyGuru pursuant to the Business Combination Agreement or (iii) of any notice or other communication from any governmental authority which is reasonably likely, individually or in the aggregate, to have a material adverse effect on the ability of the parties to the Business Combination Agreement to consummate the Business Combination Transactions or to materially delay the timing thereof; and

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maintaining in effect liability insurances covering those persons who are currently covered by directors’ and officers’ liability insurance policies of PropertyGuru, Bridgetown 2, PubCo or Amalgamation Sub or their respective subsidiaries.

Conditions to Closing

Unless waived by Bridgetown 2, PubCo and PropertyGuru in writing, the obligations of Bridgetown 2, PubCo and PropertyGuru to consummate, or cause to be consummated, the Merger at the Merger Closing are subject to the satisfaction of the following conditions:

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approval of the Business Combination and the Merger by the Bridgetown 2 shareholders and approval of the Business Combination and the Amalgamation by the PropertyGuru shareholders;

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the effectiveness of the Form F-4 and no stop order suspending the effectiveness of the Form F-4 shall have been issued, and no proceedings for that purpose having been initiated or threatened by the SEC and not withdrawn;

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PubCo’s initial listing application with the NYSE in connection with the Business Combination Transactions having been conditionally approved and, immediately following the Closing, PubCo satisfying any applicable initial and continuing listing requirements of the NYSE and PubCo having not received any notice of non-compliance therewith;

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receipt of approval for PubCo Ordinary Shares to be listed on the NYSE, subject only to official notice of issuance;

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no objection to the Amalgamation having been raised, or any such objection which has been raised having been addressed such that no member or creditor of PropertyGuru or Amalgamation Sub or other person to whom PropertyGuru or Amalgamation Sub is under an obligation, has the ability to delay the Amalgamation or cause the Amalgamation not to be consummated pursuant to the Amalgamation Proposal;

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no governmental authority having enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) or governmental order that is then in effect and which has the effect of making the Merger Closing or the Closing illegal or which otherwise prevents or prohibits the consummation of the Merger Closing or the Closing (any of the foregoing, a “restraint”), other than any such restraint that is immaterial, or for which the relevant governmental authority does not have jurisdiction over any of the parties to the Business Combination Agreement with respect to the Business Combination Transactions; and

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Bridgetown 2 having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51 1(g)(1) of the Exchange Act) remaining after accounting for its share redemptions.

Unless waived by Bridgetown 2 in writing, the obligations of Bridgetown 2 and PubCo to consummate, or cause to be consummated, the Merger at the Merger Closing are also subject to the satisfaction of each of the following conditions:

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the representations and warranties of PropertyGuru pertaining to capitalization and absence of changes being true and correct in all but de minimis respects as of the Merger Closing Date, with certain exceptions;