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July 5, 2023
Prashant Aggarwal
Chief Executive Officer
MoneyHero Ltd
70 Shenton Way
#18-15, EON Shenton, S079118
Singapore
Re:MoneyHero Ltd
Draft Registration Statement on Form F-4
Submitted June 5, 2023
CIK 0001974044
Dear Prashant Aggarwal:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-4 submitted June 5, 2023
Cover Page
1.We note that the Sponsor, each Bridgetown director and certain other advisors of
Bridgetown to whom Sponsor has transferred Bridgetown Shares have agreed to, among
other things, vote all of their Bridgetown Shares in favor of the proposals being presented
at the Extraordinary General Meeting and waive their redemption rights with respect to
their Bridgetown Shares in connection with the consummation of the Business
Combination.  Please describe any consideration provided in exchange for this agreement
here and elsewhere throughout your proxy statement/prospectus as appropriate.

 FirstName LastNamePrashant  Aggarwal
 Comapany NameMoneyHero Ltd
 July 5, 2023 Page 2
 FirstName LastNamePrashant  Aggarwal
MoneyHero Ltd
July 5, 2023
Page 2
2.Please revise your prospectus cover page to address how recent statements and regulatory
actions by both China’s government and Hong Kong's regulatory authorities, such as
those related to data security or anti-monopoly concerns, have or may impact the
company’s ability to conduct its business, accept foreign investments, or list on a U.S. or
other foreign exchange.  Disclose the location of your auditor’s headquarters and whether
and how the Holding Foreign Companies Accountable Act, as amended by the
Consolidated Appropriations Act, 2023, and related regulations will affect your company.
Ensure that your prospectus summary addresses all of these risks, as well.
3.Here and in the prospectus summary, provide a description of how cash is transferred
through your organization, and state whether any transfers, dividends, or distributions
have been made to date between you and your subsidiaries or to investors, and quantify
the amounts where applicable.  Disclose that, to the extent cash/assets in the business is in
the Hong Kong or a Hong Kong entity, the funds/assets may not be available to fund
operations or for other use outside of the Hong Kong due to interventions in or the
imposition of restrictions and limitations on the ability of you or your subsidiaries by the
PRC government to transfer cash/assets.  On the cover page, provide cross-references to
these other discussions.  Also discuss whether there are limitations on your ability to
transfer cash between you, your subsidiaries or investors, and provide a cross-reference to
your discussion of this issue in your summary, summary risk factors, and risk factors
sections.  Describe any restrictions on foreign exchange and your ability to transfer cash
between entities, across borders, and to U.S. investors, as well as any restrictions on your
ability to distribute earnings.  To the extent you have cash management policies that
dictate how funds are transferred between you, your subsidiaries or investors, summarize
the policies on your cover page and in the prospectus summary, disclose the source of
such policies, and include a cross-reference on the cover page to the discussion in the
summary; alternatively state that you have no such policies.
Presentation of Financial Information
PubCo, page 4
4.You have disclosed here that PubCo, incorporated on March 21, 2023, has no material
assets and does not operate any businesses, so no financial statements of PubCo have been
included in this document.  We also note the disclosure on page 38 of your filing
that PubCo was incorporated with an aggregate share capital of $50,000 divided into
500,000,000 registered shares of a par value of $0.0001 per share, and that two such
shares are currently issued and outstanding.  At incorporation, its assets consisted of the
par value contributed for its two outstanding shares.  While these balance sheet items may
be quantitatively not material, the incorporation of the entity that will be the surviving
legal entity is qualitatively significant.  Please include audited financial statements for
PubCo.  Please note the guidance in Item 14 of Form F-4 and Item 8.A of Form 20-F that
specifies that if the registrant has been in existence less than a year and have not yet
commenced operations, you may instead include an audited balance sheet that is no more
than nine months old.

 FirstName LastNamePrashant  Aggarwal
 Comapany NameMoneyHero Ltd
 July 5, 2023 Page 3
 FirstName LastName
Prashant  Aggarwal
MoneyHero Ltd
July 5, 2023
Page 3
Questions and Answers About the Proposals
Q. May Bridgetown, Sponsor or Bridgetown's directors, officers, advisors or their affiliates
purchase shares..., page 15
5.We note that you have arranged to sell additional securities to raise funds to satisfy the
minimum cash required to complete the Business Combination transaction after returning
funds to redeeming stockholders.  Further, we note that the Sponsor has entered into Non-
Redemption Deeds in favor of each of the FWD Parties pursuant to which, among other
things, Sponsor has offered to pay to the FWD Parties certain compensation in exchange
for such FWD Party participating in certain actions (e.g., vote in favor of the business
combination) and not pursue other actions (e.g., selling or transferring Bridgetown Class
A Ordinary Shares prior to closing of the initial merger) that facilitate the consummation
of the Business Combination.  Revise the disclosure to discuss the key terms of any
convertible securities and to disclose the potential impact of these securities, including the
Non-Redemption Deeds on non-redeeming shareholders.
Q. What shall be the relative equity stakes of Bridgetown shareholders and CGCL shareholders
in PubCo upon completion..., page 18
6.Please revise your Share Ownership in PubCo table, and elsewhere throughout your proxy
statement/prospectus, to include all potential sources of dilution affecting public
stockholders related to this Business Combination.  In this regard, please revise the tables
to include any shares being reserved for the PubCo equity incentive plans or otherwise.
We note that your transaction does not contemplate PIPE financing.
Q. What interests do Bridgetown's Sponsors, directors, officers and certain advisors have in the
Business Combination?, page 26
7.We note from your disclosure here and elsewhere throughout your proxy
statement/prospectus that you have waived the corporate opportunities doctrine in
connection with the Business Combination.  Please revise this section and elsewhere
throughout your disclosure as appropriate to disclose whether you believe this waiver
materially impacted your search for an acquisition target.
8.Please quantify the aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have at risk depends on the completion of a business combination.
Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting reimbursement.  Provide
similar disclosure for the company’s officers and directors, if material.
9.Please highlight the risk that the sponsor will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate.  We note your
disclosure elsewhere in your proxy statement/prospectus discussing this specific point.

 FirstName LastNamePrashant  Aggarwal
 Comapany NameMoneyHero Ltd
 July 5, 2023 Page 4
 FirstName LastName
Prashant  Aggarwal
MoneyHero Ltd
July 5, 2023
Page 4
10.Please revise to discuss any material interests in the transaction held by Mr. Wong and
Mr. Li, including fiduciary or contractual obligations to, interests in and affiliations
with the target.  Clarify how the board considered those conflicts in negotiating and
recommending the business combination.
Summary of the Proxy Statement/Prospectus, page 35
11.Disclose each permission or approval that you or your subsidiaries are required to obtain
from Chinese authorities to operate your business and to offer the securities being
registered to foreign investors, and state affirmatively whether you have received all
requisite permissions and approvals and whether any have been denied.  State here, as you
do on pages 101-102, that you do not believe that you or your subsidiaries are covered by
permissions requirements from the CSRC or CAC.  Please also describe the consequences
to you and your investors if you or your subsidiaries: (i) do not receive or maintain such
permissions or approvals, (ii) inadvertently conclude that such permissions or approvals
are not required, or (iii) applicable laws, regulations, or interpretations change and you are
required to obtain such permissions or approvals in the future.

Additionally, please disclose whether you relied on the opinion of counsel with regards to
this disclosure and, if so, name counsel and file a consent of counsel as an exhibit.  If you
have not relied upon an opinion of counsel with respect to this disclosure, please state as
much, explain why such an opinion was not obtained and provide the basis for your
determinations in this regard.
12.In the third bullet of the Risks Related to Doing Business in Hong Kong section of your
summary of risk factors, discuss that risks and uncertainties regarding the enforcement of
laws arise because the rules and regulations in China can change quickly with little
advance notice; state that the Chinese government may intervene or influence your
operations at any time, or may exert more control over offerings conducted overseas
and/or foreign investment in China-based issuers, which could result in a material change
in your operations and/or the value of the securities you are registering for sale; and state
that any actions by the Chinese government to exert more oversight and control over
offerings that are conducted overseas and/or foreign investment in China- or Hong Kong-
based issuers could significantly limit or completely hinder your ability to offer or
continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless.

 FirstName LastNamePrashant  Aggarwal
 Comapany NameMoneyHero Ltd
 July 5, 2023 Page 5
 FirstName LastName
Prashant  Aggarwal
MoneyHero Ltd
July 5, 2023
Page 5
The Parties to the Business Combination
CGCL, page 35
13.In the fourth paragraph under this heading, you describe MoneyHero Group's main
business pillars as being tied to the company's websites and ability for consumers to
access online content.  Please revise your disclosure here and where appropriate, for
example, in the section of your proxy statement/prospectus titled "Information Related to
the MoneyHero Group" to disclose the company websites providing the online platform of
services and other business operations provided by MoneyHero Group.
Bridgetown, page 36
14.We note that funds in the Trust Account at being held in an interest-bearing demand
deposit account at Morgan Stanley, with Continental (Bridgetown's transfer agent)
continuing to act as trustee until the earlier of the consummation of Bridgetown's initial
business combination or its liquidation.  Please clarify whether the trust assets are held in
the U.S.  If the trust assets are located in the PRC/Hong Kong, please amend your
disclosure here and in the summary risk factors and risk factors sections to state that, to
the extent cash/assets is in the PRC/Hong Kong or a PRC/Hong Kong entity, the
funds/assets may not be available to fund operations or for other use outside of the
PRC/Hong Kong due to interventions in or the imposition of restrictions and limitations
on the ability of you, your subsidiaries or other entities or parties to the Business
Combination by the PRC government to transfer cash/assets.  On the cover page, provide
cross-references to these other discussions.

Additionally, please revise your disclosure to discuss whether there are limitations on your
ability to transfer cash between you, your subsidiaries or other entities or parties to the
Business Combination or investors.  Provide a cross-reference to your discussion of this
issue in your summary, summary risk factors, and risk factors sections, as well.
Related Agreements
Fee Letter, page 42
15.We note that concurrently with the execution of the Business Combination Agreement,
Sponsor and BTN Investments LLC ("BTN") issued the Fee Letter to PubCo and CGCL
whereby each of the Sponsor and BTN agree to reimburse PubCo for a portion of
transaction expenses if the amount of cash in the Trust Account is less than $82 million.
Please revise your disclosure, where appropriate (e.g., Frequently Used Terms) to provide
brief additional context for the entity BTN.  For example, please describe the purpose or
business of this entity, and its relationship to the Sponsor, PubCo or other parties to the
Business Combination.

 FirstName LastNamePrashant  Aggarwal
 Comapany NameMoneyHero Ltd
 July 5, 2023 Page 6
 FirstName LastName
Prashant  Aggarwal
MoneyHero Ltd
July 5, 2023
Page 6
Selected Historical Financial Data of Bridgetown, page 65
16.Please tell us why you excluded the year ended December 31, 2021 in your tabular
presentation of Statement of Operations data here.
Risk Factors, page 73
17.Please include a risk factor discussing the material risks related to the exclusive forum
provision in the Amended PubCo Articles, including increased costs to bring a claim and
that these provisions can discourage claims or limit investors’ ability to bring a claim in a
judicial forum that they find favorable.  Also state that there is uncertainty as to whether a
court would enforce such provision in connection with claims under the Securities Act and
that investors cannot waive compliance with the federal securities laws and the rules and
regulations thereunder.  In this regard, we note that Section 22 of the Securities Act
creates concurrent jurisdiction for federal and state courts over all suits brought to enforce
any duty or liability created by the Securities Act or the rules and regulations thereunder.
18.Please include risk factor disclosure explaining whether there are laws/regulations in
Hong Kong that result in oversight over data security, how this oversight impacts the
company’s business and the offering, and to what extent the company believes that it is
compliant with the regulations or policies that have been issued.
Risks Related to the MoneyHero Group's Business and Industry
Our success-based model is subject to risks that could have a material adverse effect..., page 76
19.Please revise the body of this risk factor to discuss the risk associated with your business
model plainly and in commonly understood terms.  In this regard, we note the first
sentence in this risk factor, which states "[o]ur internet leads generation income is
primarily success-based."  Further, you state that "[t]he success-based nature of our fee
structures also exposes us to fluctuations in approval r