Filing Overview
Registrant: 8i Acquisition 2 Corp. (NASDAQ: LAX, LAXXU, LAXXW, LAXXR), a British Virgin Islands special purpose acquisition company. The filing was submitted on September 8, 2022, concerning an event dated September 7, 2022. It relates to the proposed acquisition of EUDA Health Limited and the contemplated combination that would result in the combined company being associated with EUDA Health.
Material Transaction Update
On September 7, 2022, 8i Acquisition 2 Corp., EUDA Health Limited, Watermark Developments Limited, and the indemnified-party representative entered into Amendment No. 3 to their April 11, 2022 Share Purchase Agreement, as previously amended.
- The transaction involves 8i Acquisition 2 Corp.’s purchase of all issued and outstanding shares of EUDA Health from Watermark Developments Limited.
- The amendment adds a closing condition and a post-closing covenant requiring at least two signatures to release funds from EUDA Health’s bank account after closing.
- At least one required signatory must be the independent director selected by 8i Holdings 2 Pte. Ltd.
- The filing includes the amendment as Exhibit 2.1.
Financial Metrics and Liquidity
This filing does not provide current or comparative revenue, profit, cash flow, margin, debt, liquidity, or balance-sheet figures. It does state that EUDA Health has a limited operating history and a history of net losses, but no amounts are provided.
Outlook, Risks, and Contingencies
- Completion of the share purchase remains subject to applicable closing conditions, including shareholder approval, regulatory matters, and minimum cash requirements after any shareholder redemptions.
- The transaction may not close by the stated deadline, and an extension may not be obtained.
- The parties may fail to realize the anticipated benefits of the combination or maintain Nasdaq listing.
- Identified operating risks include EUDA Health’s limited operating history, net losses, ability to execute its business plan and manage growth, market acceptance, acquisition integration, intellectual-property matters, litigation, and general economic conditions.
- The filing contains customary forward-looking statement disclaimers and warns that actual results may differ materially from projections or expectations.
- 8i has filed a preliminary proxy statement, and shareholders are urged to review the definitive proxy statement and other SEC filings before voting.
Key Facts to Verify
- Whether all conditions to closing the EUDA Health transaction were satisfied.
- The transaction deadline, any required extension, and the status of shareholder and regulatory approvals.
- The amount of cash remaining after shareholder redemptions and whether the SPA minimum-cash condition was met.
- EUDA Health’s latest audited and unaudited financial statements, including revenue, losses, cash flow, debt, and liquidity.
- Implementation of the two-signature bank-account control and the identity of the designated independent director.
- Any subsequent amendments, termination rights, litigation, or changes to Nasdaq listing status.