Business context and reporting period
This is a Form 10-Q for 8i Acquisition 2 Corp., a British Virgin Islands blank-check company, for the quarter ended October 31, 2021. The filing does not identify EUDA Health Holdings Ltd. as the registrant, despite the request metadata. The company had not begun operations and was seeking a business combination; its search excluded businesses conducting most of their business in, or headquartered in, China.
Financial results and liquidity
| Metric | October 31, 2021 quarter / balance |
|---|---|
| Revenue | None; the company had not commenced operations. |
| Formation and operating costs; net loss | $45,587; net loss was $45,587, or $0.02 per basic and diluted share. |
| Total assets | $490,164, including $135,549 in prepaid expenses and $354,615 in deferred offering costs. |
| Total liabilities | $506,628, including $396,157 in non-interest-bearing related-party loans. |
| Shareholders’ equity (deficit) | Deficit of $16,464. |
| Cash and cash flow | Cash was $0. Net cash used in operating activities was $0; the filing reports no cash balance at period-end. |
| Working capital | Management reported a $371,079 working capital deficit, excluding deferred offering costs. |
| Debt and contractual obligations | No long-term debt or other listed long-term contractual obligations; related-party loans were $396,157. |
The comparable figures shown are for January 21, 2021 (inception) through July 31, 2021, not a comparable three-month period: net loss was $8,377. The filing provides no operating revenue or margin comparison.
Material developments and outlook
After quarter-end, on November 24, 2021, the company completed its IPO and a simultaneous private placement. The filing reports 8,625,000 public units at $10 each, or $86.25 million gross, plus 292,250 private units for $2.92 million. It says $86.25 million was placed in the trust account. Reported offering costs in the notes totaled $5,876,815, including $3,018,750 of deferred underwriting commissions payable upon a business combination. On December 6, the company repaid $396,157 of related-party loans and $63,834 due to a related party.
Management said IPO proceeds and borrowing capacity should meet needs through the earlier of a business combination or one year from filing the IPO Form 8-K. The company had 12 months after the IPO to complete a business combination, extendable twice by three months; failure to complete one would trigger liquidation. Management expected increased public-company and due-diligence expenses. No specific target, earnings guidance, or revenue outlook was provided.
Risks, contingencies, and unusual items
- Management said COVID-19 could negatively affect the company’s financial position, results, or search for a target, but the impact was not determinable; no related adjustment was recorded.
- Trust funds were restricted to eligible short-term U.S. government securities or qualifying money-market funds and generally unavailable until a business combination or liquidation.
- The filing identifies no legal proceedings. It reports disclosure controls and procedures were effective and no material change in internal control during the quarter.
- The filing is internally inconsistent on certain transaction details: elsewhere it gives the IPO unit count as 8,620,000, and MD&A reports transaction costs of $5,384,698 rather than the $5,876,815 stated in the notes.
Important facts for investors to verify
- Confirm the correct issuer: this filing is for 8i Acquisition 2 Corp., not EUDA Health Holdings Ltd.
- Reconcile the reported IPO unit count and offering-cost figures against the IPO prospectus and subsequent filings.
- Review the business-combination deadline, extension provisions, trust-account terms, and liquidation consequences.
- Assess related-party arrangements, including the $10,000 monthly administrative fee beginning after the IPO and the related-party loan repayment.
- Check subsequent filings for any announced target, financing, or changes to the company’s liquidity and business-combination plans.