United States securities and exchange commission logo




                                                                                
                             August 21, 2023

       Prashant Aggarwal
       Chief Executive Officer
       MoneyHero Ltd
       70 Shenton Way
       #18-15, EON Shenton, S079118
       Singapore

                                                        Re: MoneyHero Ltd
                                                            Amendment No. 2 to 
Draft Registration Statement on Form F-4
                                                            Submitted August 
14, 2023
                                                            CIK No. 0001974044

       Dear Prashant Aggarwal:

              We have reviewed your amended draft registration statement and 
have the following
       comment. In our comment, 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 comment applies 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 this 
comment and your
       amended draft registration statement or filed registration statement, we 
may have additional
       comments.

       Amendment No. 2 to Draft Registration Statement on Form F-4 submitted 
August 14, 2023

       Material Tax Considerations, page 250

   1.                                                   We note your response 
to comment 3, including the filing of Exhibit 8.1, and reissue.
                                                        Please provide a 
revised tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP
                                                        which covers the 
material federal tax consequences of the transaction to the holders of
                                                        Bridgetown's securities 
and revise your disclosure accordingly to tailor it to address the
                                                        material federal tax 
consequences of the transaction to those public investors. We note the
                                                        filing of Exhibit 8.1; 
however, the tax opinion appears to be focused on the initial merger
                                                        qualifying as an F 
Reorganization within the meaning of Section 368(a)(1)(F) of the
                                                        Internal Revenue Code 
of 1986. In light of the requirements of Item 601(b)(8) of
 Prashant Aggarwal
MoneyHero Ltd
August 21, 2023
Page 2
      Regulation S-K, please revise to discuss the tax consequences to 
investors and
      representations related to those tax consequences. Please revise this 
section and the tax
      opinion accordingly.
       You may contact Amy Geddes at 202-551-3304 or Lyn Shenk at 202-551-3380 
if you
have questions regarding comments on the financial statements and related 
matters. Please
contact Kate Beukenkamp at 202-551-3861 or Donald Field at 202-551-3680 with 
any other
questions.



                                                            Sincerely,
FirstName LastNamePrashant Aggarwal
                                                            Division of 
Corporation Finance
Comapany NameMoneyHero Ltd
                                                            Office of Trade & 
Services
August 21, 2023 Page 2
cc:       Joseph Casey
FirstName LastName