SEC Form 8-K Summary
Registrant and period: 8i Acquisition 2 Corp. (intended business combination partner of EUDA Health Limited) filed a Form 8-K dated November 10, 2022. The filing reports shareholder votes and redemption activity related to the proposed acquisition of EUDA Health. The filing does not report operating results for EUDA Health Holdings Ltd.
Business Context
Under the amended Share Purchase Agreement, 8i Acquisition 2 Corp. agreed to acquire all outstanding shares of EUDA Health Limited from Watermark Developments Limited. The combined company was proposed to be named EUDA Health Holdings Limited.
Shareholder Vote and Capitalization Matters
- As of the October 10, 2022 record date, 11,073,500 ordinary shares were outstanding and entitled to vote.
- 9,369,395 shares, or approximately 84.61% of outstanding shares, were present or represented by proxy, establishing a quorum.
- Shareholders approved the business combination: 8,314,452 votes for, 1,030,751 against, and 24,192 abstentions.
- Shareholders approved the name change to EUDA Health Holdings Limited and the amended and restated memorandum and articles of association.
- Shareholders approved the issuance of more than 20% of the outstanding ordinary shares and the resulting change in control under applicable Nasdaq rules.
- Shareholders elected five directors effective upon consummation of the business combination: Wei Wen Kelvin Chen, Thien Su Gerald Lim, David Francis Capes, Alfred Lim, and Kim Hing Chan. Each received 8,436,565 votes for and 932,836 votes withheld.
Redemptions, Liquidity, and Financial Metrics
- By the November 8, 2022 redemption deadline, holders tendered 8,195,770 ordinary shares for redemption.
- The final redemption price was $10.0837 per share.
- The filing does not provide revenue, profit, cash flow, operating margins, debt, cash balance, remaining trust assets, or other post-redemption liquidity metrics.
Outlook, Conditions, and Unusual Items
- Shareholders who elected to redeem shares were permitted to withdraw their redemption requests by 5:00 p.m. Eastern Time on November 11, 2022.
- The shareholder approvals supported the proposed business combination, but this filing does not state that the transaction had been consummated as of November 10, 2022.
- The filing contains no management financial guidance or operating outlook for EUDA Health.
Key Facts to Verify
- Whether the business combination was ultimately consummated and the effective date of the EUDA Health Holdings Limited name change.
- The final number of shares redeemed after any withdrawals and the resulting ownership and capitalization structure.
- The amount of cash remaining after redemptions and transaction expenses.
- EUDA Health’s historical and projected revenue, profitability, cash flow, debt, and liquidity, which are not provided in this filing.
- Any subsequent filings describing closing conditions, financing, Nasdaq listing status, or material transaction risks.