UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 14A

AMENDMENT NO. 1

 

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

 

 

 

Filed by the Registrant ☒

 

Filed by a Party other than the Registrant ☐

 

Check the appropriate box:

 

Preliminary Proxy Statement
   
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
   
Definitive Proxy Statement
   
Definitive Additional Materials
   
Soliciting Material under §240.14a-12

 

8i ACQUISITION 2 CORP.

(Name of Registrant as Specified In Its Charter)

 

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

No fee required.
   
Fee paid previously with preliminary materials.
   
Fee computed on table in exhibits required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 

 

 

 

PRELIMINARY PROXY STATEMENT DATED JULY 25, 2022 — SUBJECT TO COMPLETION

 

PROXY STATEMENT FOR SPECIAL MEETING OF SHAREHOLDERS
OF 8i ACQUISITION 2 CORP.

 

Proxy Statement dated [●], 2022
and first mailed to shareholders on or about [●], 2022.

 

Dear Shareholders:

 

You are cordially invited to attend the special meeting of the shareholders (the “Meeting”) of 8i Acquisition 2 Corp. (“8i” or the “Company”), which will be held at [●] a.m., Eastern time, on [●], 2022. The Board of Directors has determined to convene and conduct the Meeting in a virtual meeting format at [●]. Shareholders will NOT be able to attend the Meeting in-person. This proxy statement includes instruction on how to access the virtual Meeting and how to listen and vote from home or any remote location with Internet connectivity.

 

8i is a British Virgin Islands business company incorporated as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities, which we refer to as a “target business.” Holders of 8i’s Ordinary Shares, no par value (“Ordinary Shares”), will be asked to approve, among other things, the share purchase agreement, dated as of April 11, 2022, as amended on May 30, 2022, and June 10, 2022, (the “Share Purchase Agreement” or the “SPA”) by and among 8i, EUDA Health Limited, a British Virgin Islands business company (“EUDA”), Watermark Developments Limited, a British Virgin Islands business company that holds all issued and outstanding shares of EUDA (“Watermark” or the “Seller”), and Kwong Yeow Liew, acting as Representative of the Indemnified Parties (the “Indemnified Party Representative”), and the other related proposals.

 

Pursuant to the terms of the SPA, a business combination between 8i and EUDA will be effected by the purchase by 8i of all of the issued and outstanding shares of EUDA from the Seller (the “Share Purchase”), and EUDA will become a wholly owned subsidiary of 8i. Upon the closing of the transactions contemplated in the SPA, EUDA will become a wholly-owned subsidiary of 8i. In addition, in connection with the consummation of the Share Purchase, 8i will be renamed “EUDA Health Limited.” The transactions contemplated under the SPA relating to the Share Purchase are referred to in this proxy statement as the “Business Combination” and the combined company after the Business Combination is referred to in this proxy statement as the “Combined Company.”

 

At the Special Meeting, 8i shareholders will be asked to consider and vote upon the following proposals:

 

● Proposal 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve the transactions contemplated under the Share Purchase Agreement dated as of April 11, 2022, as amended on May 30, 2022, and June 10, 2022, by and among 8i, EUDA, Watermark Developments Limited, a British Virgin Islands business company (“Watermark” or the “Seller”), and Kwong Yeow Liew, acting as Representative of the Indemnified Parties (the “Indemnified Party Representative”) (such transactions contemplated under the Share Purchase Agreement, the “Share Purchase” or “Business Combination,” and such proposal, the “Business Combination Proposal”). A copy of the SPA is attached to this proxy statement as Annex A.

 

● Proposal 2 — The Charter Proposal — to consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the proposed Amended and Restated Memorandum and Articles of Association of 8i, a copy of which is attached to this proxy statement as Annex B (the “Proposed Charter,” and such proposal, the “Charter Proposal”), to among other things amend the name of the Company from “8i Acquisition 2 Corp.” to “EUDA Health Limited”.

 

● Proposal 3 —  The Nasdaq Proposal —  to approve, the issuance of more than 20% of the issued and outstanding Ordinary Shares in connection with the terms of the Share Purchase Agreement, which will result in a change of control, as required by Nasdaq Listing Rule 5635(a) and (b) (we refer to this proposal as the “Nasdaq Proposal”);

 

● Proposal 4  — The Directors Proposal —  to consider and vote upon a proposal to elect, effective as of the consummation of the Business Combination, Wei Wen Kelvin Chen, Thien Su Gerald Lim, David Francis Capes, Alfred Lim and Kim Hing Chan to serve on the Combined Company Board of Directors (we refer to this proposal as the “Directors Proposal”); and

 

● Proposal 5  — The Adjournment Proposal — to approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Nasdaq Proposal, the Directors Proposal or the Charter Proposal (we refer to this proposal as the “Adjournment Proposal”).

 

 

 

 

Each of these proposals is more fully described in the accompanying proxy statement, which we encourage you to read carefully and in its entirety before voting. Only holders of record of 8i Ordinary Shares at the close of business on [●], 2022 are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements thereof.

 

After careful consideration, 8i’s board of directors (the “Board”) has unanimously approved the SPA, as amended, and unanimously recommends that 8i shareholders vote “FOR” approval of each of the proposals. When you consider the 8i Board’s recommendation of these proposals, you should keep in mind that 8i’s directors and officers have interests in the Business Combination that may conflict or differ from your interests as a shareholder. See the section titled “Proposals to be Considered by 8i Shareholders: The Business Combination—Interests of 8i’s Directors, Officers and Certain Shareholders in the Business Combination.”

 

On [●], 2022, the record date for the Meeting of shareholders, the last sale price of 8i Ordinary Shares was $[●]. Each redemption of 8i Ordinary Shares by 8i public shareholders will decrease the amount in the Trust Account (the “Trust Account”), which held total assets of approximately $86.4 million as of July 13, 2022.

 

Pursuant to 8i’s current amended and restated memorandum and articles of association, a holder of Public Shares (defined below) may request that 8i redeem such shares for cash if the Business Combination is consummated. Holders of Public Shares will be entitled to receive cash for these shares only if they request that 8i redeem their shares for cash no later than the second business day prior to the originally scheduled vote on the Business Combination Proposal by delivering their share to 8i’s transfer agent prior to the vote at the Meeting. If the Business Combination is not completed, these shares will not be redeemed. If a holder of Public Shares properly requests redemption and votes for or against the Business Combination Proposal, subject to applicable law 8i will redeem each public share for a full pro rata portion of the trust account (as defined in the accompanying proxy statement), calculated as of two business days prior to the consummation of the Business Combination. Please see the section titled “The Meeting of 8i Shareholders—Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash.

 

Holders of outstanding 8i Units must separate the underlying Ordinary Shares (“Public Shares”), warrants (“Public Warrants”), and rights (“Public Rights”) sold in the 8i IPO prior to requesting the redemption of their Public Shares. The Initial Shareholders have agreed not to request the redemption of any 8i capital shares they may hold in connection with the consummation of the Business Combination, and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, the Sponsor own 22.1% of 8i’s issued and outstanding Ordinary Shares. The Initial Shareholders have agreed to vote any Ordinary Shares owned by them in favor of the Business Combination Proposal.

 

Public shareholders may request the redemption of their shares even if they vote for the Business Combination Proposal. Each shareholder’s vote is very important. Whether or not you plan to participate in the virtual 8i Meeting, please submit your proxy card without delay. Shareholders may revoke proxies at any time before they are voted at the meeting. Voting by proxy will not prevent a shareholder from voting virtually at the Meeting if such shareholder subsequently chooses to participate in the Meeting.

 

We encourage you to read this proxy statement carefully. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page 34.

 

Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise, or passed upon the adequacy or accuracy of this proxy statement. Any representation to the contrary is a criminal offense.

 

   
Meng Dong (James) Tan
Chief Executive Officer and Chairman of the Board  
8i Acquisition 2 Corp.  
[●], 2022  

 

2
 

 

HOW TO OBTAIN ADDITIONAL INFORMATION

 

This proxy statement incorporates important business and financial information about 8i that is not included or delivered herewith. If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by 8i with the SEC, such information is available without charge upon written or oral request. Please contact our proxy solicitor:

 

Advantage Proxy
P.O. Box 13581
Des Moines, WA 98198
Toll Free: 877-870-8565
Collect: 206-870-8565
Email: KSmith@advantageproxy.com

 

If you would like to request documents, please do so no later than [●], 2022, to receive them before the Meeting. Please be sure to include your complete name and address in your request. Please see “Where You Can Find Additional Information” to find out where you can find more information about 8i and EUDA. You should rely only on the information contained in this proxy statement in deciding how to vote on the Business Combination Proposal. Neither 8i nor EUDA has authorized anyone to give any information or to make any representations other than those contained in this proxy statement. Do not rely upon any information or representations made outside of this proxy statement. The information contained in this proxy statement may change after the date of this proxy statement. Do not assume after the date of this proxy statement that the information contained in this proxy statement is still correct.

 

3
 

 

8I ACQUISITION 2 CORP.

6 Eu Tong Sen Street

#08-13 Singapore 059817

Tel: +65-6788 0388

 

To be Held on [●], 2022

 

To 8i Acquisition 2 Corp. Shareholders:

 

NOTICE IS HEREBY GIVEN, that you are cordially invited to attend the special meeting of the shareholders of 8i Acquisition 2 Corp. (“8i,” “we”, “our”, or “us”), which will be held at [●] a.m., Eastern time, on [●], 2022, in a virtual meeting format at [●] (the “Meeting”). In light of COVID-19 we will hold the Meeting virtually. You can participate in the virtual Meeting as described in “Questions and Answers About the Proposals—How can I participate in the virtual Meeting?”.

 

During the Meeting, 8i shareholders will be asked to consider and vote upon the following proposals, which we refer to herein as the “Proposals”:

 

● Proposal 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve the transactions contemplated under the Share Purchase Agreement dated as of April 11, 2022, as amended on May 30, 2022, and June 10, 2022, (the “Share Purchase Agreement” or “SPA”) by and among 8i, EUDA, a British Virgin Islands business company (“EUDA”), Watermark Developments Limited, a British Virgin Islands business company (“Watermark” or the “Seller”), and Kwong Yeow Liew, acting as Representative of the Indemnified Parties (the “Indemnified Party Representative”) (such transactions contemplated under the SPA, the “Business Combination,” and such proposal, the “Business Combination Proposal”). A copy of the SPA is attached to this proxy statement as Annex A.

 

● Proposal 2 — The Charter Proposal — to consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the proposed Amended and Restated Memorandum and Articles of Association of 8i, a copy of which is attached to this proxy statement as Annex B (the “Proposed Charter,” and such proposal, the “Charter Proposal”) to among other things amend the name of the Company from “8i Acquisition 2 Corp.” to “EUDA Health Limited”.

 

● Proposal 3 — The Nasdaq Proposal —  to approve, the issuance of more than 20% of the issued and outstanding Ordinary Shares in connection with (i) the terms of the SPA, which will result in a change of control, as required by Nasdaq Listing Rule 5635(a) and (b) (we refer to this proposal as the “Nasdaq Proposal”);

 

● Proposal 4  — The Directors Proposal —  to consider and vote upon a proposal to elect, effective as of the consummation of the Business Combination, Wei Wen Kelvin Chen, Thien Su Gerald Lim, David Francis Capes, Alfred Lim and Kim Hing Chan to serve on the Combined Company Board of Directors (we refer to this proposal as the “Directors Proposal”); and

 

● Proposal 5  — The Adjournment Proposal — to approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Nasdaq Proposal, the Directors Proposal or the Charter Proposal (we refer to this proposal as the “Adjournment Proposal”).

 

The Business Combination Proposal is conditioned upon the approval of the Charter Proposal, the Nasdaq Proposal, and the Directors Proposal. It is important for you to note that in the event that the Business Combination Proposal is not approved, 8i will not consummate the Business Combination. If 8i does not consummate the Business Combination and fails to complete an initial business combination by November 24, 2022 (or May 24, 2023, if extended by the full amount of time allowed under its Current Charter), 8i will be required to dissolve and liquidate.

 

Pursuant to 8i’s Current Charter, a holder of Public Shares may request that 8i redeem such shares for cash if the Business Combination is consummated. Holders of Public Shares will be entitled to receive cash for these shares only if they request that 8i redeem their shares for cash no later than the second business day prior to the originally scheduled vote on the Business Combination Proposal by delivering their share to 8i’s transfer agent prior to the vote at the meeting. If the Business Combination is not completed, these shares will not be redeemed. If a holder of Public Shares properly requests redemption and votes for or against the Business Combination Proposal, subject to applicable law 8i will redeem each public share for a full pro rata portion of the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. Please see the section titled “The Meeting of 8i Shareholders—Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash.

 

4
 

 

Holders of outstanding 8i Units must separate the underlying Public Shares, Public Warrants, and Public Rights prior to requesting redemption of their Public Shares. The Initial Shareholders have agreed not to request the redemption of any 8i’s capital share they may hold in connection with the consummation of the Business Combination, and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, the Initial Shareholders own 22.1% of 8i issued and outstanding Ordinary Shares. The Initial Shareholders have agreed to vote any Ordinary Shares owned by them in favor of the Business Combination Proposal.

 

Approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposal, and the Adjournment Proposal will each require the affirmative vote of the holders of a majority of the issued and outstanding Ordinary Shares present in person by virtual attendance or represented by proxy and entitled to vote at the Meeting or any adjournment thereof. Approval of the Charter Proposal will require the affirmative vote of a majority of the issued and outstanding Ordinary Shares entitled to vote thereon at the Meeting. Approval of the Directors Proposal will require the vote by a plurality of the Ordinary Shares present in person by virtual attendance or represented by proxy and entitled to vote at the Meeting.

 

Only 8i shareholders who hold Ordinary Shares as of the close of business on [●], 2022, the record date, are entitled to vote at the Meeting or any adjournment of the Meeting. As of the record date, there were 11,073,500 Ordinary Shares issued and outstanding and entitled to vote. This proxy statement is first being mailed to 8i shareholders on or about [●], 2022.

 

Investing in 8i’s securities involves a high degree of risk. See “Risk Factors” beginning on page 34 for a discussion of information that should be considered in connection with an investment in 8i’s securities.

 

YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY.

 

Public shareholders may request the redemption of their shares even if they vote for the Business Combination Proposal. Whether or not you plan to participate in the virtual Meeting, please complete, date, sign and return the enclosed proxy card without delay, or submit your proxy through the internet or by telephone as promptly as possible in order to ensure your representation at the Meeting no later than the time appointed for the Meeting or adjourned meeting. Voting by proxy will not prevent you from voting your Ordinary Shares online if you subsequently choose to participate in the virtual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the Meeting, you must obtain a proxy issued in your name from that record. Only shareholders of record at the close of business on the record date may vote at the Meeting or any adjournment or postponement thereof. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not participate in the virtual Meeting, your shares will not be counted for purposes of determining whether a quorum is present at, and the number of votes voted at, the Meeting.

 

You may revoke a proxy at any time before it is voted at the Meeting by executing and returning a proxy card dated later than the previous one, by participating in the virtual Meeting and casting your vote by hand or by ballot (as applicable) or by submitting a written revocation to Advantage Proxy, P.O. Box 13581, Des Moines, WA 98198 Attention: Karen Smith, Telephone: 877-870-8565, that is received by the proxy solicitor before we take the vote at the Meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

 

After careful consideration, 8i board of directors has unanimously approved and adopted the Share Purchase Agreement and the transactions contemplated therein and unanimously recommends that 8i shareholders vote “FOR” approval of each of the Proposals. When you consider 8i Board of Director’s recommendation of these Proposals, you should keep in mind that 8i directors and officers have interests in the Business Combination that may conflict or differ from your interests as a shareholder. See the section titled “Proposals to be Considered by 8i Shareholders: The Business Combination—Interests of 8i’s Directors, Officers and Certain Shareholders in the Business Combination” beginning on page 100.

 

On behalf of the 8i Board of Directors, I thank you for your support and we look forward to the successful consummation of the Business Combination.

 

By the order of the Board of Directors,

 

   
Meng Dong (James) Tan  
Chief Executive Officer and Chairman of the Board  
8i Acquisition 2 Corp.  
[●], 2022  

 

5
 

 

TABLE OF CONTENTS

 

FREQUENTLY USED TERMS 7
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS 8
SUMMARY OF THE PROXY STATEMENT 17
SELECTED HISTORICAL FINANCIAL DATA OF 8i 27
SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF EUDA 28
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 29
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 32
RISK FACTORS 34
SPECIAL MEETING OF 8i SHAREHOLDERS 64
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 68
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 75
PROPOSAL NO. 1 – THE BUSINESS COMBINATION PROPOSAL 79
PROPOSAL NO. 2 – THE CHARTER PROPOSAL 105
PROPOSAL NO. 3 – THE NASDAQ PROPOSAL 106
PROPOSAL NO. 4 – THE DIRECTORS PROPOSAL 108
PROPOSAL NO. 5 – THE ADJOURNMENT PROPOSAL 109
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES 110
INFORMATION ABOUT 8i 114
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF 8i 117
INFORMATION ABOUT EUDA 122
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF EUDA 147
UNAUDITED HISTORICAL COMPARATIVE AND PRO FORMA COMBINED PER SHARE DATA OF 8i AND EUDA 164
DESCRIPTION OF 8i’S SECURITIES 166
DESCRIPTION OF COMBINED COMPANY’S SECURITIES 170
COMPARISON OF SHAREHOLDERS’ RIGHTS 171
TICKER SYMBOL, MARKET PRICE AND DIVIDEND POLICY 172
DIRECTORS AND EXECUTIVE OFFICERS OF 8i 173
DIRECTORS AND EXECUTIVE OFFICERS OF EUDA 180
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS OF EUDA 182
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMBINED COMPANY AFTER THE BUSINESS COMBINATION 183
BENEFICIAL OWNERSHIP OF SECURITIES – PRE & POST BUSINESS COMBINATION 186
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 188
EXPERTS 192
APPRAISAL RIGHTS 192
DELIVERY OF DOCUMENTS TO SHAREHOLDERS 192
TRANSFER AGENT AND REGISTRAR 192
SUBMISSION OF SHAREHOLDER PROPOSALS 192
FUTURE SHAREHOLDER PROPOSALS 192
WHERE YOU CAN FIND MORE INFORMATION 193
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1
Annex A Share Purchase Agreement  
Annex B Amended and Restated Memorandum and Articles of Association of Combined Company  
Annex C — Fairness Opinion  

 

6
 

 

FREQUENTLY USED TERMS

 

Unless otherwise stated in this proxy statement, the terms, “the Company,” “we,” “us,” “our” or “8i” refer to 8i Acquisition 2 Corp., a BVI business company. Further, in this document:

 

  “Board” means the board of directors of 8i.
     
  “Business Combination” means the transactions contemplated under the SPA relating to the Share Purchase.
     
  “Charter” or “Current Charter” means 8i’s current amended and restated memorandum and articles of association as amended and restated on September 6, 2021.
     
  “Closing” means the closing of the Business Combination.
     
  “Code” means the Internal Revenue Code of 1986, as amended.
     
  “Combined Company” means 8i after the event in which EUDA becomes a wholly-owned subsidiary of 8i.
     
  “EUDA” or “Euda” means EUDA Health Limited, a British Virgin Islands business company, based in Singapore.
     
  “Founder Shares” means the outstanding Ordinary Shares held by the Initial Shareholders since November 24, 2021.
     
  “Initial Shareholders” means our Sponsor and all of our officers and directors who hold our Ordinary Shares.
     
  “8i” means 8i Acquisition 2 Corp.
     
  “8i Ordinary Shares” or “Ordinary Shares” means the shares of 8i, no par value.
     
  “IPO” means 8i’s initial public offering.
     
  “Private Units” means private Units held by the Meng Dong (James) Tan, 8i’s Chief Executive Officer and Chairman of the board, which were acquired by Meng Dong (James) Tan at the consummation of the IPO.
     
  “Proposals” means the Business Combination Proposal, the Charter Proposal, the Nasdaq Proposal, the Directors Proposal, and the Adjournment Proposal.
     
  “Public Shares” means Ordinary Shares underlying the Units sold in the 8i IPO.
     
  “Purchase Price” means the 14,000,000 8i Ordinary Shares, valued at their cash-in-trust value of $10.00 per share to be issued as part of the consideration for the Business Combination.
     
  “Redemption” means the right of the holders of Ordinary Shares to have their shares redeemed in accordance with the procedures set forth in this proxy statement.
     
  “SPA” or the “Share Purchase Agreement” means the Share Purchase Agreement, dated as of April 11, 2022, as amended on May 30, 2022, and June 10, 2022, by and among 8i, EUDA, a British Virgin Islands business company (“EUDA”), Watermark Developments Limited, a British Virgin Islands business company (“Watermark” or the “Seller”), and Kwong Yeow Liew, acting as Representative of the Indemnified Parties (the “Indemnified Party Representative”).
     
  “Special Meeting” means the general meeting of the shareholders of 8i, to be held on [●], 2022, at [●] a.m., Eastern time.
     
  “Sponsor” means 8i Holdings 2 Pte. Ltd., a Singapore limited liability company which is owned by Mr. Meng Dong (James) Tan, the Company’s Chief Executive Officer and Chairman.
     
 

“stockholders” means shareholders;

     
  “Trust Account” means the Trust Account of 8i, which holds the net proceeds of the 8i IPO and the sale of the Private Unis, together with interest earned thereon, less amounts released to pay franchise and income tax obligations.
     
  “Unit” means a unit consisting of one Ordinary Shares, one redeemable warrant, and one right. Every two redeemable warrants entitle the holder thereof to purchase one Ordinary Share, and upon the consummation of an initial business combination, every ten rights entitle the holder thereof to receive one Ordinary Share.

 

7
 

 

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

 

The following are answers to some questions that you, as a shareholder of 8i, may have regarding the Proposals being considered at the Meeting. We urge you to read carefully the remainder of this proxy statement because the information in this section does not provide all the information that might be important to you with respect to the Proposals and the other matters being considered at the Meeting. Additional important information is also contained in the annexes to and the documents incorporated by reference into this proxy statement.

 

Q: What is the purpose of this document?

 

A: 8i has agreed to the Share Purchase under the terms of the Share Purchase Agreement, which is attached to this proxy statement as Annex A, and is incorporated into this proxy statement by reference. The Board is soliciting your proxy to vote for the Business Combination and other Proposals at the Meeting because you owned Ordinary Shares at the close of business on [●], 2022, the “Record Date” for the Meeting, and are therefore entitled to vote at the Meeting. This proxy statement summarizes the information that you need to know in order to cast your vote.

 

Q: What is being voted on?

 

A: Below are the proposals that the 8i shareholders are being asked to vote on:

 

● Proposal 1 — The Business Combination Proposal to approve the SPA and the Business Combination.

 

● Proposal 2 — The Charter Proposal to consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the Proposed Charter.

 

● Proposal 3 — The Nasdaq Proposal to approve the issuance of more than 20% of the issued and outstanding Ordinary Shares in connection with the terms of the SPA, which will result in a change of control, as required by Nasdaq Listing Rule 5635(a) and (b) (we refer to this proposal as the “Nasdaq Proposal”).

 

● Proposal 4 — The Directors Proposal to approve the appointment of the Combined Company’s Board of Directors. and

 

● Proposal 5 — The Adjournment Proposal to approve the adjournment of the Meeting.

 

Q: What vote is required to approve the Proposals?

 

A: Proposal No. 1 — Approval of the Business Combination Proposal requires the affirmative vote of at least the majority of the voting power of the issued and outstanding Ordinary Shares present by virtual attendance or represented by proxy and entitled to vote at the Meeting. Abstentions and broker non-votes will have the effect of a vote “AGAINST” Proposal No. 1.

 

Proposal No. 2 — Approval of the Charter Proposal requires the affirmative vote of at least the majority of the voting power of the issued and outstanding Ordinary Shares. Abstentions and broker non-votes will have the effect of a vote “AGAINST” Proposal No. 2.

 

Proposal No. 3 —  Approval of the Nasdaq Proposal requires the affirmative vote of at least the majority of the issued and outstanding Ordinary Shares present by virtual attendance or represented by proxy and entitled to vote at the Meeting. Abstentions and broker non-votes will have the effect of a vote “AGAINST” Proposal No. 3.

 

Proposal No. 4 — Approval of the Directors Proposal requires the vote by a plurality of the votes of the Ordinary Shares present in person by virtual attendance or represented by proxy and entitled to vote at the Meeting. Abstentions and broker non-votes will have no effect on the vote for Proposal 4.

 

Proposal No. 5 — Approval of the Adjournment Proposal requires the affirmative vote of at least the majority of the issued and outstanding Ordinary Shares present in person by virtual attendance or represented by proxy and entitled to vote at the Meeting. Abstentions and broker non-votes will have the effect of a vote “AGAINST” Proposal No. 5.

 

8
 

 

Q. Are any of the proposals conditioned on one another?

 

A: The Business Combination Proposal (Proposal 1) is conditioned upon the approval of the Charter Proposal (Proposal 2) and the Nasdaq Proposal (Proposal 3). The Charter Proposal (Proposal 2), the Nasdaq Proposal (Proposal 3), and the Directors Proposal (Proposal 4) are dependent upon approval of the Business Combination Proposal (Proposal 1). It is important for you to note that in the event that the Business Combination Proposal is not approved, 8i will not consummate the Business Combination. If 8i does not consummate the Business Combination and fails to complete an initial business combination by November 24, 2022 (or May 24, 2023, if extended by the full amount of time allowed under its Current Charter), 8i will be required to dissolve and liquidate, unless we seek shareholder approval to amend our Current Charter to extend the date by which the Business Combination may be consummated.

 

Q: How will the Initial Shareholders vote?

 

A: Pursuant to a letter agreement, dated November 22, 2021, the Initial Shareholder, who as of [●], 2022 (the Record Date) owned 2,448,500 Ordinary Shares, or approximately 22.1% of the outstanding Ordinary Shares, agreed to vote their respective Ordinary Shares acquired by them prior to the IPO and any Ordinary Shares purchased by them in the open market in or after the IPO in favor of the Business Combination Proposal and related proposals (“Letter Agreement”). The Initial Shareholders have also agreed that they will vote any shares they purchase in the open market in or after the IPO in favor of each of the Proposals.

 

Q: What interests do 8i’s current officers and directors have in the Business Combination?

 

A: The Sponsor, members of 8i’s board of directors and its executive officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interest. These interests include:

 

 

Mr. Meng Dong (James) Tan, 8i’s Chief Executive Officer and Chairman of the board, owns 33.3% of the equity interests of the Seller, the sole stockholder of EUDA. Through his two wholly-owned companies, 8i Enterprises Pte Ltd. and 8i Capital Limited, Mr. Tan purchased an aggregate of 500,000 ordinary shares (i.e., 33.3% equity ownership) of the Seller for $400,000 prior to the Business Combination. Through his 33.3% ownership stake in the Seller, Mr. Tan will have pecuniary interests in 4,666,666 ordinary shares (not including earnout shares) of the Combined Company, valued at approximately $46.2 million (based on $9.91 per share closing price of 8i Ordinary Shares as of July 22, 2022) upon consummation of the Business Combination pursuant to the SPA. Although 8i received a fairness opinion from EverEdge Global to the effect that the purchase price to be paid by 8i for the Share Purchase is fair to 8i shareholders from a financial point of view, Mr. Tan’s ownership interests in the Seller and therefore indirect ownership interests in EUDA cause him to have interests in the Business Combination that are different from your interests as an 8i shareholder.

     
  If an initial business combination, such as the Business Combination, is not completed before November 24, 2022 (or May 24, 2023, if extended by the full amount of time allowed under its Current Charter), 8i will be required to dissolve and liquidate. In such event, the 2,156,250 Founder Shares currently held by the Initial Shareholders, which were acquired prior to the IPO will be worthless because such holders have agreed to waive their rights to any liquidation distributions. The Founder Shares were purchased for an aggregate purchase price of $37,500. Based on the closing price of the 8i Ordinary Shares of $9.91 on Nasdaq as of July 22, 2022, these Founder Shares had an aggregate market value of approximately $21.4 million.
     
 

If an initial business combination, such as the Business Combination, is not completed, an aggregate of 292,250 Private Units purchased by Mr. Tan for a total purchase price of $2,922,500, will be worthless. The Private Units had an aggregate market value of approximately $3.0 million based on the closing price of Public Units of $10.20 on the Nasdaq Global Market as of July 22, 2022.

     
  If Mr. Tan converts the 292,250 Private Warrants underlying these Private Units, he will hold an additional 146,125 Ordinary Shares of the Combined Company. Mr. Tan may earn a positive rate of return on his investment in the Private Warrants, even if public shareholders experience a negative rate of return in the Combined Company. The conversion of the Private Warrants would also have a dilutive effect on existing 8i shareholders. See “- Ownership of the Post-Business Combination Company After the Closing” for a summary of the book value of ordinary shares following the Business Combination under various redemption scenarios.  The Private Warrants had an aggregate market value of approximately $58,450 based on the closing price of Public Warrants of $0.20 on the Nasdaq Global Market as of July 21, 2022. If an initial business combination is not completed by November 24, 2022, the Private Warrants will expire worthless.
     
  If an initial business combination, such as the Business Combination, is not completed, Mr. Tan will not receive from 8i repayment of $800,000 for his working capital loan, and approximately $3,894 to cover certain 8i operating expenses.

 

9
 

 

 

If an initial business combination, such as the Business Combination, is not completed, the Sponsor, which is owned by Mr. Tan may not receive the $10,000 monthly fee from 8i for office space and administrative support under the Administrative Services Agreement dated November 22, 2021, by and between 8i and the Sponsor, pursuant to which 8i has deferred payment of the same until the consummation of a business combination. As of April 30, 2022, 8i has accrued a $53,000 administrative fee.

     
 

If an initial business combination, such as the Business Combination, is not completed, the Initial Shareholders will lose a combined aggregate amount of approximately $71.5 million, based on the closing price of 8i Ordinary Share of $9.91 per share on July 22, 2022. Because of these interests, the Initial Shareholders could benefit from the completion of a business combination that is not favorable to 8i public shareholders and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to public shareholders rather than liquidate. For example, if the share price of 8i Ordinary Shares declined to $5.00 per share after the close of the Business Combination, 8i’s public shareholders that purchased shares in our initial public offering, would have a loss of $5.00 per share, while our Initial Shareholders would have a gain of $4.99 per share because it acquired the Founder Shares for a nominal amount. In other words, 8i’s Initial Shareholders can earn a positive rate of return on their investment even if public shareholders experience a negative rate of return in the post-combination company.

     
  If the Business Combination is not completed, 8i’s Initial Shareholders will not have the potential ownership interest of approximately 9.5% (assuming no redemption) or 13.3% (assuming maximum redemption) in the combined company.

 

     
  The exercise of discretion by 8i’s directors and officers in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and in our shareholders’ best interest.

 

These interests may influence 8i’s directors in making their recommendation that you vote in favor of the approval of the Business Combination.

 

Q: What happens if I sell my Ordinary Shares before the Meeting?

 

A: The Record Date is earlier than the date of the Meeting. If you transfer your Ordinary Shares after the Record Date, but before the Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination. If you transfer your Ordinary Shares prior to the Record Date, you will have no right to vote those shares at the Meeting or redeem those shares for a pro rata portion of the proceeds held in our Trust Account.

 

Q: How many votes do I and others have?

 

A: You are entitled to one vote for each 8i Ordinary Shares that you held as of the Record Date. As of the close of business on the Record Date, there were 11,073,500 outstanding Ordinary Shares.

 

Q: What is the consideration being paid to EUDA security holders?

 

A: Under the SPA, 8i has agreed to acquire all of the outstanding EUDA Ordinary Shares for approximately $140,000,000 in aggregate consideration, comprising 14,000,000 8i Ordinary Shares based on a price of $10.00 per share, subject to adjustment as described below (the “Purchaser Shares”).

 

Q: Do any of 8i’s directors or officers have interests that may conflict with my interests with respect to the Business Combination?

 

A: In considering the recommendation of the Board to approve the SPA, 8i shareholders should be aware that certain 8i executive officers and directors may be deemed to have interests in the Business Combination that are different from, or in addition to, those of 8i shareholders generally. These interests, which may create actual or potential conflicts of interest, are, to the extent material, described in the section titled “Proposals to be Considered by 8i Shareholders: The Business Combination—Interests of 8i’s Directors, Officers and Certain Shareholders in the Business Combination” beginning on page 100.

 

10
 

 

Q: When and where is the Meeting?

 

A: The Meeting will take place at [●], on [●], 2022, at [●] a.m. The special meeting can be accessed by visiting [●], where you will be able to listen to the meeting live and vote during the meeting. Additionally, you have the option to listen to the special meeting by dialing [●] (toll-free within the U.S. and Canada) or [●] (outside of the U.S. and Canada, standard rates apply). The passcode for telephone access is [●], but please note that you cannot vote or ask questions if you choose to participate telephonically. Please note that you will only be able to access the special meeting by means of remote communication.

 

Q: Who may vote at the Meeting?

 

A: Only holders of record of Ordinary Shares as of the close of business on the Record Date may vote at the Meeting of shareholders. As of the Record Date, there were 11,073,500 Ordinary Shares outstanding and entitled to vote. Please see “The Meeting of 8i Shareholders—Record Date; Who is Entitled to Vote” for further information.

 

Q: What is the quorum requirement for the Meeting?

 

A: Shareholders representing at least thirty (30) percent of the voting rights of the Ordinary Shares issued and outstanding as of the Record Date and entitled to vote at the Meeting must be present in person by virtual attendance or represented by proxy in order to hold the Meeting and conduct business. This is called a quorum. The shareholders present in person, by proxy or representative by way of virtual conferencing or other electronic facilities (as selected by the directors) shall be counted in the quorum for. In the absence of a quorum, the Meeting shall at the election of the chairman of the board stand adjourned to another day (being seven days after the date of the original meeting).

 

Q: Am I required to vote against the Business Combination Proposal in order to have my Public Shares redeemed?

 

A: No. You are not required to vote against the Business Combination Proposal in order to have the right to request that 8i redeems your Public Shares for cash equal to your pro rata share of the aggregate amount then on deposit in the Trust Account (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the Trust Account, net of taxes payable). These rights to request redemption of Public Shares for cash are sometimes referred to herein as “redemption rights.” If the Business Combination is not completed, holders of Public Shares electing to exercise their redemption rights will not be entitled to receive such payments and their Ordinary Shares will be returned to them.

 

Q: How do I exercise my redemption rights?

 

A: If you are a public shareholder and you seek to have your Public Shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern time on [●], 2022 (at least two business days before the Meeting), that 8i redeem your shares into cash; and (ii) submit your request in writing to American Stock Transfer & Trust Company, LLC (“AST”), at the address listed at the end of this section and deliver your shares to AST physically or electronically using The Depository Trust Company’s (“DTC”) DWAC (Deposit/Withdrawal at Custodian) System at least two business days before the Meeting.

 

Any corrected or changed written demand of redemption rights must be received by AST two business days before the Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to AST at least two business days before the Meeting.

 

8i shareholders may seek to have their Public Shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of Ordinary Shares as of the Record Date. Any public shareholder who holds Ordinary Shares on or before [●], 2022 (two business days before the Meeting) will have the right to request that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the trust account, less any taxes then due but not yet paid, at the consummation of the Business Combination.

 

The actual per share redemption price will be equal to the aggregate amount then on deposit in the Trust Account (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the Trust Account, net of taxes payable), divided by the number of Ordinary Shares underlying the 8i Units sold in the IPO. Please see the section titled “The Meeting of 8i Shareholders—Redemption Rights” for the procedures to be followed if you wish to redeem your Ordinary Shares for cash.

 

11
 

 

Q: Will how I vote affect my ability to exercise redemption rights?

 

A: No. You may exercise your redemption rights whether you vote your 8i Ordinary Shares “FOR” or “AGAINST” the Business Combination Proposal or any other proposal described by this proxy statement. As a result, the SPA can be approved by shareholders who will redeem their shares and no longer remain shareholders, leaving shareholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer shareholders, potentially less cash and the potential inability to meet the listing standards of Nasdaq.

 

Q: How do I exercise my redemption rights?

 

A: In order to exercise your redemption rights, you must (i) affirmatively vote either “FOR” or “AGAINST” the Business Combination Proposal, (ii) check the box on the enclosed proxy card to elect redemption, and (iii) prior to 5:00 PM, Eastern time, on [  ], 2022 (two (2) business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that we redeem your Public Shares for cash to American Stock Transfer & Trust Company, LLC our transfer agent, at the following address:

 

American Stock Transfer & Trust Company, LLC
6201 15th Avenue,

Brooklyn, NY 11219

Attn: Felix Orihuela
E-mail: SPACSUPPORT@astfinancial.com

 

Please check the box on the enclosed proxy card marked “Shareholder Certification” if you are not acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other shareholder with respect to Ordinary Shares. Notwithstanding the foregoing, a holder of the Public Shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) will be restricted from seeking redemption rights with respect to an aggregate of 20% or more of the 8i Ordinary Shares included in the Units sold in the 8i IPO, which we refer to as the “20% threshold.” Accordingly, all Public Shares in excess of the 20% threshold beneficially owned by a public shareholder or group will not be redeemed for cash.

 

Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is 8i’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, 8i does not have any control over this process and it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

 

Any request for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with 8i’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to 8i’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that 8i’s transfer agent return the shares (physically or electronically). You may make such request by contacting 8i’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.

 

Q: What are the U.S. federal income tax consequences of exercising my redemption rights?

 

A: In the event that a U.S. Holder elects to redeem its 8i Ordinary Shares for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or exchange of the 8i Ordinary Shares under Section 302 of the Internal Revenue Code (the “Code”) or is treated as a distribution under Section 301 of the Code and whether 8i would be characterized as a passive foreign investment company (“PFIC”). If the redemption qualifies as a sale or exchange of the 8i Ordinary Shares, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the 8i Ordinary Shares surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the 8i Ordinary Shares redeemed exceeds one year.

 

Subject to the PFIC rules, long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates. However, it is unclear whether the redemption rights with respect to the 8i Ordinary Shares may prevent a U.S. Holder from satisfying the applicable holding period requirement. The deductibility of capital losses is subject to limitations. See “Material U.S. Federal Income Tax Consequences — Certain U.S. Federal Income Tax Consequences of Exercising Redemption Rights” and “Material U.S. Federal Income Tax Consequences—Passive Foreign Investment Company Status” for a more detailed discussion of the U.S. federal income tax consequences of a U.S. Holder electing to redeem its 8i Ordinary Shares for cash, including with respect to 8i’s potential PFIC status and certain tax implications thereof.

 

12
 

 

Q: What happens to the Warrants following the Business Combination?

 

A: All outstanding Warrants will continue to be outstanding following the Business Combination notwithstanding the actual redemptions. An aggregate value of our outstanding Warrants of approximately $1.8 million (based on the closing price of the Warrants of $0.20 on the Nasdaq Global Market as of July 22, 2022) may be retained by the redeeming shareholders assuming maximum redemptions. The conversion of outstanding Warrants would also have a dilutive effect on existing 8i shareholders. See “- Ownership of the Post-Business Combination Company After the Closing” for a summary of the book value of ordinary shares following the Business Combination under various redemption scenarios.

 

Q: How can I vote?

 

A: If you are a shareholder of record, you may vote online at the virtual Meeting or vote by proxy using the enclosed proxy card, the Internet or telephone. Whether or not you plan to participate in the Meeting, we urge you to vote by proxy to ensure your vote is counted. Even if you have already voted by proxy, you may still attend the virtual Meeting and vote online, if you choose.

 

To vote online at the virtual Meeting, follow the instructions below under “How may I participate in the virtual Meeting?”

 

To vote using the proxy card, please complete, sign and date the proxy card and return it in the prepaid envelope. If you return your signed proxy card before the Meeting, we will vote your shares as you direct.

 

To vote via the telephone, you can vote by calling the telephone number on your proxy card. Please have your proxy card handy when you call. Easy-to-follow voice prompts will allow you to vote your shares and confirm that your instructions have been properly recorded.

 

To vote via the Internet, please go to [●] and follow the instructions. Please have your proxy card handy when you go to the website. As with telephone voting, you can confirm that your instructions have been properly recorded.

 

Telephone and Internet voting facilities for shareholders of record will be available 24 hours a day until 11:59 p.m. Eastern Time on [●], 2022. After that, telephone and Internet voting will be closed, and if you want to vote your shares, you will either need to ensure that your proxy card is received before the date of the Meeting or attend the virtual Meeting to vote your shares online.

 

If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from us. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided.

 

If you plan to vote at the virtual Meeting, you will need to contact AST at the phone number or email below to receive a control number and you must obtain a legal proxy from your broker, bank or other nominee reflecting the number of Ordinary Shares you held as of the Record Date, your name and email address. You must contact AST for specific instructions on how to receive the control number. Please allow up to 48 hours prior to the meeting for processing your control number.

 

After obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to AST. Requests for registration should be directed to [●] or email [●]. Requests for registration must be received no later than 5:00 p.m., Eastern Time, on [●], 2022.

 

You will receive a confirmation of your registration by email after we receive your registration materials. We encourage you to access the Meeting prior to the start time leaving ample time for the check in.

 

13
 

 

Q: How may I participate in the virtual Meeting?

 

A. If you are a shareholder of record as of the Record Date for the Meeting, you should receive a proxy card from AST, containing instructions on how to attend the virtual Meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact AST at [●] or email [●].

 

You can pre-register to attend the virtual Meeting starting on [●], 2022. Go to [●], enter the control number found on your proxy card you previously received, as well as your name and email address. Once you pre-register you can vote. At the start of the Meeting you will need to re-log into [●] using your control number. Additionally, you have the option to listen to the special meeting by dialing [●] (toll-free within the U.S. and Canada) or [●] (outside of the U.S. and Canada, standard rates apply). The passcode for telephone access is [●], but please note that you cannot vote or ask questions if you choose to participate telephonically. Please note that you will only be able to access the special meeting by means of remote communication.

 

If your shares are held in street name, and you would like to join and not vote, AST will issue you a guest control number. Either way, you must contact AST for specific instructions on how to receive the control number. Please allow up to 48 hours prior to the meeting for processing your control number.

 

Q: Who can help answer any other questions I might have about the virtual Meeting?

 

A. If you have any questions concerning the virtual Meeting (including accessing the meeting by virtual means) or need help voting your Ordinary Shares, please contact AST at [●] or email [●].

 

The Notice of Special Meeting, Proxy Statement and form of Proxy Card are available at: [●].

 

Q: If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?

 

A: No. If you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares will not be voted with respect to any Proposal for which your broker does not have discretionary authority to vote. If a proposal is determined to be discretionary, your broker, bank or other holder of record is permitted to vote on the proposal without receiving voting instructions from you. If a proposal is determined to be non-discretionary, your broker, bank or other holder of record is not permitted to vote on the proposal without receiving voting instructions from you. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a non-discretionary proposal because the holder of record has not received voting instructions from the beneficial owner.

 

Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the special meeting. Each of the Proposals to be presented at the Meeting is a non-discretionary proposal. Accordingly, if you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares will not be voted with respect to any of the Proposals.

 

Broker non-votes will count as a vote “AGAINST” all of the Proposals, except for the Directors Proposal (Proposal 4).

 

Q: What if I abstain from voting or fail to instruct my bank, brokerage firm or nominee?

 

A: 8i will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the Meeting. For purposes of approval, an abstention will count as a vote “AGAINST” all of the Proposals, except for the Directors Proposal (Proposal 4).

 

Q: If I have not yet submitted a proxy, may I still do so?

 

A. Yes. If you have not yet submitted a proxy, you may do so by (a) visiting [●] and following the on screen instructions (have your proxy card available when you access the webpage), or (b) submitting your proxy card by mail by using the previously provided self-addressed, stamped envelope.

 

14
 

 

Q: Can I change my vote after I have mailed my proxy card?

 

A: Yes. You may change your vote at any time before your proxy is voted at the Meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by voting again via the Internet, or by submitting a written revocation stating that you would like to revoke your proxy that our proxy solicitor receives prior to the Meeting. If you hold your Ordinary Shares through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to:

 

Advantage Proxy

P.O. Box 13581

Des Moines, WA 98198

Toll Free: 877-870-8565

Collect: 206-870-8565

Email: KSmith@advantageproxy.com

 

Unless revoked, a proxy will be voted at the virtual Meeting in accordance with the shareholder’s indicated instructions. In the absence of instructions, proxies will be voted FOR each of the Proposals.

 

Q: What will happen if I return my proxy card without indicating how to vote?

 

A: If you sign and return your proxy card without indicating how to vote on any particular Proposal, the Ordinary Shares represented by your proxy will be voted in favor of each Proposal. Proxy cards that are returned without a signature will not be counted as present at the Meeting and cannot be voted.

 

Q: Should I send in my share certificates now to have my Ordinary Shares redeemed?

 

A: 8i shareholders who intend to have their Public Shares redeemed should send their certificates to AST at least two business days before the Meeting. Please see “The Meeting of 8i Shareholders—Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash.

 

 

Q: Who will solicit the proxies and pay the cost of soliciting proxies for the Meeting?

 

A: 8i will pay the cost of soliciting proxies for the Meeting. 8i has engaged Advantage Proxy to assist in the solicitation of proxies for the Meeting. 8i has agreed to pay Advantage Proxy a fee of $9,500, plus disbursements, and will reimburse Advantage Proxy for its reasonable out-of-pocket expenses and indemnify Advantage Proxy and its affiliates against certain claims, liabilities, losses, damages, and expenses. 8i will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of the Ordinary Shares and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

 

Q: What happens if I sell my shares before the Meeting?

 

A: The Record Date for the Meeting is earlier than the date of the Meeting, as well as the date that the Business Combination is expected to be consummated. If you transfer your Ordinary Shares after the Record Date, but before the Meeting, unless the transferee obtains from you a proxy to vote those shares, you would retain your right to vote at the Meeting, but will transfer ownership of the shares and will not hold an interest in 8i after the Business Combination is consummated.

 

Q: When is the Business Combination expected to occur?

 

A: Assuming the requisite regulatory and shareholder approvals are received, 8i expects that the Business Combination will occur as soon as possible following the Meeting.

 

Q: Are EUDA’s shareholders required to approve the Business Combination?

 

A: Yes. EUDA’s sole shareholder has already approved the Business Combination.

 

Q: Are there risks associated with the Business Combination that I should consider in deciding how to vote?

 

A: Yes. There are a number of risks related to the Business Combination and other transactions contemplated by the SPA, that are discussed in this proxy statement. Please read with particular care the detailed description of the risks described in “Risk Factors” beginning on page 34 of this proxy statement.

 

15
 

 

Q: May I seek statutory appraisal rights or dissenter rights with respect to my shares?

 

A: No. Appraisal rights are not available to holders of Ordinary Shares in connection with the proposed Business Combination. For additional information, see the section titled “The Meeting of 8i Shareholders—Appraisal Rights.”

 

Q: What happens if the Business Combination is not consummated?

 

A: If 8i does not consummate the Business Combination by November 24, 2022 (or May 24, 2023, if extended by the full amount of time allowed under its Current Charter), then pursuant to Current Charter, 8i’s officers must take all actions necessary in accordance with the BVI laws to dissolve and liquidate 8i as soon as reasonably practicable. Following dissolution, 8i will no longer exist as a company. In any liquidation, the funds held in the Trust Account, plus any interest earned thereon (net of taxes payable), together with any remaining out-of-trust net assets, will be distributed pro-rata to holders of Ordinary Shares who acquired such shares in the IPO or in the aftermarket. The estimated consideration that each Ordinary Shares would be paid at liquidation would be approximately $10.00 per share for shareholders based on amounts on deposit in the Trust Account as of July 22, 2022. The closing price of our Ordinary Shares on the Nasdaq Global Market as of July 22, 2022 was $9.91. The Initial Shareholders waived the right to any liquidation distribution with respect to any Ordinary Shares held by them.

 

Q: What happens to the funds deposited in the Trust Account following the Business Combination?

 

A: Following the closing of the Business Combination, holders of pubic 8i Ordinary Shares exercising redemption rights will receive their per share redemption price out of the funds in the Trust Account. The balance of the funds will be released to EUDA to fund working capital needs of the Combined Company. As of July 13, 2022, there was approximately $86.4 million in the Trust Account. 8i estimates that approximately $10.00 per outstanding share issued in the 8i IPO will be paid to the investors exercising their redemption rights.

 

Q: Who will manage the Combined Company after the Business Combination?

 

A: As a condition to the closing of the Business Combination, all of the officers and directors of 8i will resign. For information on the anticipated management of the Combined Company, see the section titled “Directors and Executive Officers of the Combined Company after the Business Combination” in this proxy statement.

 

Q: Who can help answer my questions?

 

A: If you have questions about the Proposals or if you need additional copies of this proxy statement or the enclosed proxy card, you should contact 8i’s proxy solicitor at:

 

Advantage Proxy

P.O. Box 13581

Des Moines, WA 98198

Toll Free: 877-870-8565

Collect: 206-870-8565

Email: KSmith@advantageproxy.com

 

You may also obtain additional information about 8i from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

 

16
 

 

SUMMARY OF THE PROXY STATEMENT

 

This summary highlights selected information from this proxy statement but may not contain all of the information that may be important to you. Accordingly, 8i encourages you to read carefully this entire proxy statement, including the Share Purchase Agreement attached as Annex A. Please read these documents carefully as they are the legal documents that govern the Business Combination and your rights in the Business Combination.

 

Unless otherwise specified, all share calculations assume no exercise of the redemption rights by 8i’s shareholders.

 

The Parties to the Business Combination

 

8i

 

8i is a blank check company incorporated in the British Virgin Islands on January 21, 2021. We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses, which we refer to herein as our “initial business combination.” Although our efforts to identify a prospective target business are not limited to a particular geographic region or industry, we have focused on private companies on the business services, consumer, healthcare, technology, wellness or sustainability sectors. The Company has until November 24, 2022 (or May 24, 2023, if extended by the full amount of time allowed under its Current Charter) to consummate a Business Combination.

 

On November 24, 2021, we consummated our IPO of 8,625,000 Units at $10.00 per Unit, generating gross proceeds of $86,250,000. Simultaneously with the consummation of our IPO, we consummated the sale of 292,250 Private Units in a private placement to Meng Dong (James) Tan, 8i’s Chief Executive Officer and Chairman of the board, generating gross proceeds of $2,922,500.

 

After deducting the underwriting discounts, offering expenses, and commissions from the 8i IPO and the sale of the Private Units, a total of $86,250,000 was deposited into the Trust Account established for the benefit of 8i’s public shareholders, and the remaining proceeds became available to be used to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. As of April 30, 2022, 8i had cash of $546,887 outside of the Trust Account. The net proceeds deposited into the Trust Account remain on deposit in the Trust Account earning interest. As of July 13, 2022, there was approximately $86.4 million held in the Trust Account.

 

In accordance with 8i’s Current Charter, the amounts held in the Trust Account may only be used by 8i upon the consummation of a business combination, except that there can be released to 8i, from time to time, any interest earned on the funds in the Trust Account that it may need to pay its tax obligations. The remaining interest earned on the funds in the Trust Account will not be released until the earlier of the completion of a business combination and 8i’s liquidation. 8i executed the SPA on April 11, 2022 and it must liquidate unless a business combination is consummated by November 24, 2022 (or May 24, 2023, if extended by the full amount of time allowed under its Current Charter).

 

The 8i Units, 8i Ordinary Shares, 8i Warrants, and 8i Rights are currently listed on the Nasdaq Global Market, under the symbols “LAXXU,” “LAX,” “LAXXW,” and “LAXXR,” respectively. The 8i Units commenced trading on Nasdaq on November 22, 2021, and the 8i Ordinary Shares, Warrants, and Rights commenced separate trading from the 8i Units on December 14, 2021.

 

8i’s principal executive offices are located at 6 Eu Tong Sen Street #08-13 Singapore 059817, and its telephone number is +65-6788 0388.

 

EUDA

 

EUDA Health Limited (“EUDA”) is a Singapore-based health technology company that operates a first-of-its-kind Southeast Asian digital healthcare ecosystem aimed at making healthcare affordable and accessible, and improving the patient experience by delivering better outcomes through personalized healthcare. The company’s proprietary unified AI platform quickly assesses a patient’s medical history, triages a condition, digitally connects patients with clinicians, and predicts optimal treatment outcomes. EUDA’s holistic approach supports patients throughout all stages of care, including wellness & prevention, urgent care & emergencies, pre-existing conditions, and aftercare services.

 

EUDA’s principal executive offices are located at 1 Pemimpin Drive #12-07, One Pemimpin Singapore 576151, and its telephone number is [●].

 

17
 

 

The Share Purchase Agreement

 

On April 11, 2022, 8i Acquisition 2 Corp., a BVI business company (“8i”), EUDA Health Limited, a British Virgin Islands business company (“EUDA”), Watermark Developments Limited, a British Virgin Islands business company (“Watermark” or the “Seller”), and Kwong Yeow Liew, acting as Representative of the Indemnified Parties (the “Indemnified Party Representative”), entered into a Share Purchase Agreement (the “SPA”). Pursuant to the terms of the SPA, a business combination between 8i and EUDA will be effected through the purchase by 8i of all of the issued and outstanding shares of EUDA from the Seller (the “Share Purchase”), and EUDA will become a wholly owned subsidiary of 8i. On May 30, 2022, parties amended the SPA to extend the time for 8i to complete its financial, operational and legal due diligence review of EUDA from May 31, 2022 to June 15, 2022. On June 10, 2022, the parties to the SPA, as amended, entered into a second amendment of the SPA, pursuant to which parties agreed to (i) reduce the initial consideration to be paid at closing of the Share Purchase; and (ii) reduce the earnout payments.

 

The board of directors of 8i have (i) approved and declared advisable the SPA, the Share Purchase and the other transactions contemplated thereby, and (ii) resolved to recommend approval of the SPA and related transactions by the shareholders of 8i.

 

Mr. Meng Dong (James) Tan, 8i’s Chief Executive Officer and Chairman of the 8i board of directors, owns 10% of the equity interests of the Seller. 8i received a fairness opinion from EverEdge Global to the effect that the purchase price to be paid by 8i for the shares of EUDA pursuant to the SPA is fair to 8i shareholders from a financial point of view (the “Fairness Opinion”). The full text of the Fairness Opinion is attached to this proxy statement as Annex C and is incorporated into this document by reference.

 

In connection with the closing of the transactions under the SPA the current officers and directors of EUDA will become the officers and directors of 8i. 8i’s sponsor, 8i Holdings 2 Pte. Ltd. (the “Sponsor”), will have the right to nominate one director to serve as an independent director on the post-closing board of directors.

 

For more information about the Business Combination, please see the section titled “Proposal No. 1 — The Business Combination Proposal” and for more information about the SPA and the related agreements entered or to be entered into connection therewith, please see the section titled “Proposal No. 1 — The Business Combination Proposal—The SPA.” A copy of the SPA is attached to this proxy statement as Annex A.

 

Consideration

 

Initial Consideration

 

The initial consideration to be paid at Closing (the “Initial Consideration”) by 8i to Seller for the Share Purchase will be an amount equal to $140,000,000. The Initial Consideration will be payable in 14,000,000 8i Ordinary Shares, no par value (the “Purchaser Shares”) valued at $10 per share. To secure Seller’s obligations under the indemnification provisions of the SPA, 1,400,000 Purchaser Shares (the “Indemnification Escrow Shares”) shall be withheld from the Purchaser Shares payable at Closing, and be delivered to American Stock Transfer & Trust Company, as Escrow Agent, to be held by the Escrow Agent pursuant to an escrow agreement, by and among 8i, Seller, and the Indemnified Party Representative (the “Escrow Agreement”).

 

Earnout Payments

 

In addition to the Initial Consideration, the Seller may also receive up to 4,000,000 additional Purchaser Shares as an earnout payments (the “Earnout Shares”) if, within a 3-year period following the Closing, the volume-weighted average price of Purchaser Shares equals or exceeds any of the four thresholds (each, a “Triggering Event”) under the terms and conditions set forth in the SPA and related transaction documents:

 

● The Seller will be issued 1,000,000 additional Purchaser Shares if during the period beginning on the date of Closing (the “Closing Date”) and ending on the first anniversary of the Closing Date, the Purchaser Share Price is equal to or greater than Fifteen Dollars ($15.00) after the Closing Date;

 

● The Seller will be issued 1,000,000 additional Purchaser Shares if during the period beginning on the first anniversary of the Closing Date and ending on the second anniversary of the Closing Date, the Purchaser Share Price is equal to or greater than Twenty Dollars ($20.00);

 

● The Seller will be issued 1,000,000 additional Purchaser Shares if the consolidated audited financial statements of EUDA for the fiscal year commencing January 1, 2023 and ending December 31, 2023, reflect that EUDA has achieved both of the following financial metrics for such fiscal year: (x) revenues of at least $20,100,000 and (y) net income attributable to EUDA of at least $3,600,000.

 

18
 

 

● The Seller will be issued 1,000,000 additional Purchaser Shares if the consolidated audited financial statements of EUDA for the fiscal year commencing January 1, 2024 and ending December 31, 2024, reflect that EUDA has achieved both of the following financial metrics for such fiscal year: (x) revenues of at least $40,100,000 and (y) net income attributable to EUDA of at least $10,100,000.

 

Representations and Warranties

 

The SPA, as amended, contains representations and warranties of EUDA with respect to, among other things, (a) organization, good standing and qualification, (b) capital structure; (c) corporate authority, approval and fairness, (d) governmental filings, (e) financial statements and internal controls, (f) absence of certain changes, (g) liabilities, (h) litigation, (i) compliance with laws; permits; (j) employee benefits, (k) labor matters, (l) environmental matters, (m) tax matters, (n) real and personal property, (o) intellectual property and IT assets, (p) insurance, (q) company material contracts, (r) brokers and finders, (s) suppliers and customers; (t) proxy statement, (u) compliance with privacy laws, privacy policies and certain contracts, (v) compliance with health care laws and certain contracts, and (w) related party transactions.

 

The SPA contains representations and warranties of Seller with respect to, among other things, (a) organization, good standing and qualification, (b) capital structure; (c) corporate authority, approval and fairness, (d) governmental filings, (e) litigation and proceedings, and (f) brokers and finders.

 

The SPA also contains representations and warranties of 8i with respect to, among other things, (a) reports; internal controls, (b) trust fund, (c) business activities and liabilities, (d) certain laws such as the Investment Company Act and the JOBS Act, (e) purchaser trust account, (f) NASDAQ Stock Market Quotation, (g) brokers and finders, and (h) taxes.

 

The representations and warranties generally survive closing for a period of 15 months.

 

Covenants

 

The SPA includes covenants of the EUDA and 8i with respect to operation of their respective businesses prior to consummation of the Share Purchase and efforts to satisfy conditions to consummation of the Share Purchase. The SPA also contains additional covenants of EUDA, 8i, and Seller, including, among others, access to inspect the books and records, claims against 8i’s trust account, cooperation in the preparation of the Proxy Statement (as each such term is defined in the SPA) required to be filed in connection with the Share Purchase, the holding of the Special Meeting (as defined in the SPA), cooperation and efforts to consummate the Share Purchase, delivery of and revisions to the EUDA disclosure letter, publicity, the delivery of the amended and restated registration rights agreement, expenses, sharing in payment of any Extension Payment (as defined in the SPA) and cooperating with respect to the Minimum Round Lot Holders (as defined in the SPA). 8i also has additional covenants, including among others, covenants relating to its trust account, indemnification and directors’ and officers’ insurance, inspections, 8i’s Nasdaq listing, 8i’s public filings, post-closing board of directors and officers, indemnification agreements, governing documents and shareholder litigation.

 

Indemnification

 

The Seller has agreed to indemnify each of 8i, EUDA, affiliates of 8i and EUDA from losses, liabilities, damages, costs, payments, demands and related fees that the foregoing persons may suffer or incur as a consequence of, among other things, any breach or inaccuracy of the representations or warranties of EUDA or the Seller contained in the SPA; any breaches of the covenants of EUDA or the Seller contained in the SPA; any breaches of privacy laws by or on behalf of EUDA or any of its subsidiaries; any failure by EUDA and its subsidiaries to comply with Singapore employment law; any failure by PT Bumi Lestari Berkah Melimpah, an Indonesian company, to pay Universal Gateway International Pte. Ltd., a subsidiary of EUDA, Singapore Dollars $5,150,000 due under a mutual termination agreement dated March 1, 2021 and an addendum to such agreement dated May 11, 2022; and any failure by Kent Ridge Healthcare Singapore Private Limited to keep insured for full insurable value in the joint names of Kent Ridge Healthcare Singapore Private Limited and United Overseas Bank Limited certain real and personal property against loss or damage by fire, lightening, burglary, riots and other risks determined by United Overseas Bank Limited. However, the first $636,636 of the losses, liabilities, damages and other items stated in the preceding sentence is not subject to indemnification.

 

The Indemnification Escrow Shares withheld from the initial consideration and delivered to the Escrow Agent at Closing constitutes the sole source of payment for items for which the Seller is obligated to provide indemnification. Claims for indemnification for breaches or inaccuracies in the representations and warranties of EUDA contained in the SPA must be asserted within the 15 month period after closing in which such representations survive.

 

19
 

 

Restrictions on Alternative Transactions

 

Each of Seller and 8i has agreed that from the date of the SPA until the Closing, it will not, among other things, (i) initiate any negotiations with any person concerning an Acquisition Proposal or Alternative Transaction (as such terms are defined in the SPA), (ii) enter into any agreement, letter of intent, memorandum of understanding or agreement in principle relating to such Acquisition Proposal or Alternative Transaction, (iii) grant any waiver, amendment or release under any confidentiality agreement or anti-takeover laws, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any person to make an Acquisition Proposal or Alternative Transaction.

 

Conditions to the Closing

 

The consummation of the Share Purchase is conditioned upon, among other things, (a) the approval of the SPA and Share Purchase by 8i and Seller’s shareholders, (b) all regulatory approvals having been obtained, (c) no laws or governmental orders that would restrain, enjoin, make illegal or otherwise prohibit the consummation of the Share Purchase, (d) the Proxy Statement shall have been cleared by the SEC and mailed, (e) the Escrow Agreement shall have been executed and delivered, (f) related transaction documents shall have been delivered and in full force and effect, and (g) on a pro forma basis immediately as of the Closing, 8i having at least $5,000,001 of net tangible assets.

 

Solely with respect to 8i, the consummation of the Share Purchase is conditioned upon, among other things, (a) the representations and warranties made by EUDA and the Seller are true and correct, (b) EUDA and the Seller shall have performed or complied in all material respects with each of its obligations, (c) the Seller shall have delivered the Seller Release (as defined in the SPA), (d) the aggregate cash of EUDA and its subsidiaries should equal or exceed $10,000,000, (e) Seller shall have executed and delivered to 8i a lock-up agreement, (f) EUDA and the Seller shall have executed and delivered each related transaction document to which they each are a party, (g) 8i shall have completed its due diligence on or before May 31, 2022, and be satisfied with the results, and if not, 8i would have the right to terminate the SPA, and (h) the letter agreement with certain creditors of EUDA shall have been entered into.

 

Solely with respect to the Seller, the consummation of the Share Purchase is conditioned upon, among other things, (a) the representations and warranties made by 8i are true and correct, (b) 8i shall have performed or complied in all material respects with its obligations, (c) the officers and directors of 8i shall have resigned, (d) the Purchaser Shares issuable to Seller pursuant to the SPA shall have been authorized for listing on Nasdaq, (e) 8i shall have executed and delivered each related transaction document to which it is a party, (f) 8i shall have received the Fairness Opinion, and (g) 8i shall have completed its due diligence on or before May 31, 2022, and be satisfied with the results of such due diligence. On May 30, 2022, parties amended the SPA to extend the time for 8i to complete its financial, operational and legal due diligence review of EUDA from May 31, 2022 to June 15, 2022.

 

Termination

 

The SPA may be terminated at any time prior to 12.01 a.m. New York time, on the Closing Date (the “Effective Time”) as follows:

 

(a) by mutual written consent of 8i and Seller;

 

(b) by either 8i or Seller if (i) the Share Purchase and related transactions are not consummated on or before November 24, 2022 (as such date may be extended by 8i, the “Outside Date”); provided, however, that the right to terminate the SPA shall not be available to any party that has breached in any material respect its obligations set forth in the SPA in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the Share Purchase), (ii) any law or final, nonappealable governmental order shall have been enacted, issued, promulgated, enforced or entered that permanently restrains, enjoins or otherwise prohibits consummation of the Share Purchase; provided that the right to terminate the SPA shall not be available to any party that has breached any material respect its obligations set forth in the SPA in any manner that shall have proximately contributed to the enactment, issuance, promulgation, enforcement or entry of such law or governmental order, and (iii) the approval by 8i shareholders shall not have been obtained at a 8i meeting of shareholders;

 

(c) by 8i if (i) either EUDA or Seller has breached any of its covenants or representations and warranties such that closing conditions would not be satisfied and such breach is not curable prior to the Outside Date, or if curable prior to the Outside Date, has not been cured by the earlier of (A) thirty (30) days after 8i has given written notice of such breach to the Seller, (B) three (3) business days prior to the Outside Date, or (iii) the results of the due diligence are not satisfactory to 8i, or (ii) the Seller’s shareholders have not approved the SPA and the Share Purchase;

 

(d) by Seller if (i) 8i has breached any of its covenants or representations and warranties such that closing conditions would not be satisfied and such breach is not curable prior to the Outside Date, or if curable prior to the Outside Date, has not been cured by the earlier of (A) thirty (30) days after EUDA has given written notice of such breach to 8i, (B) three (3) business days prior to the Outside Date, or (iii) the results of the due diligence are not satisfactory to Seller, or (ii) the 8i board of directors shall have publicly withdrawn, modified or changed, in any manner adverse to EUDA, its recommendation with respect to any proposals set forth in the Proxy Statement.

 

20
 

 

The SPA and other documents described below have been included to provide investors with information regarding their respective terms. They are not intended to provide any other factual information about 8i, EUDA, the Indemnified Party Representative or the Seller. In particular, the assertions embodied in the representations and warranties in the SPA were made as of a specified date, are modified or qualified by information in one or more disclosure letters prepared in connection with the execution and delivery of the SPA, may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the SPA are not necessarily characterizations of the actual state of facts about 8i, EUDA, the Indemnified Party Representative or the Seller at the time they were made or otherwise and should only be read in conjunction with the other information that 8i makes publicly available in reports, statements and other documents filed with the SEC. 8i and EUDA’s investors are not third-party beneficiaries under the SPA.

 

Management  

 

All of the directors on our Board shall resign at the Closing Date. The Combined Company’s Board of Directors will be composed of five (5) directors, of which Alfred Lim, a nominee designated by our Sponsor, shall serve as an independent director and the remaining four (4) directors will be designated by EUDA.

 

See “Directors, Executive Officers, Executive Compensation and Corporate Governance – Directors and Executive Officers after the Business Combination” for additional information.

 

Other Agreements Relating to the Business Combination

 

Lock-up Agreement

 

In connection with the Closing, the Seller will, subject to certain customary exceptions, not (i) offer, sell contract to sell, pledge or otherwise dispose of, directly or indirectly, any Lockup Shares (as defined below), (ii) enter into a transaction that would have the same effect, (iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Shares or otherwise or engage in any short sales or other arrangement with respect to the Lock-Up Shares or (iv) publicly announce any intention to effect any transaction specified in clause (i) or (ii) until the date that is 18 months after the Closing Date (the “Lock-up Period,” which period may, upon written agreement of 8i and the Seller, be reduced for one or more holders of the Lockup Shares). The term “Lockup Shares” mean the Purchaser Shares and the Earnout Shares, if any, delivered as earnout payment, whether or not earned prior to the end of the Lock-up Period, and including any securities convertible into, or exchangeable for, or representing the rights to receive ordinary shares of 8i after the Closing.

 

Amended and Restated Registration Rights Agreement

 

At the closing, 8i will enter into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”) with certain existing stockholders of 8i and with the Seller with respect to their shares of 8i acquired before or pursuant to the Share Purchase, and including the shares issuable on conversion of the warrants issued to the Sponsor in connection with 8i’s initial public offering and any shares issuable on conversion of working capital loans from Sponsor to 8i (collectively, the “Registrable Securities”). The agreement amends and restates the registration rights agreement 8i entered into on November 22, 2021 in connection with its initial public offering. No later than fourteen (14) calendar days from the closing, the Company will file with the SEC a registration statement on Form S-3 covering the resale of all or such maximum portion of the Registrable Securities as permitted by the SEC. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

 

Seller Release

 

The Seller has agreed to release 8i, EUDA, and all of their respective past and present officers, directors, managers, stockholders, members, employees, agents, predecessors, subsidiaries, affiliates, estates, successors, assigns, partners and attorneys (each, a “Released Party”) to the maximum extent permitted by law, from any and all claims, obligations, rights, liabilities or commitments of any nature whatsoever against 8i, EUDA, or any of the Released Parties, arising at or prior to the Closing, or related to any act, omission or event occurring, or condition existing, at or prior to the Closing. The Seller does not release 8i, EUDA, or any of the Released Parties from claims arising after the date of the Seller Release, any of the other ancillary agreements to the SPA, or any organizational or governing documents or, of any indemnification agreements with, 8i or any of its subsidiaries.

 

21
 

 

Voting Securities

 

As of the Record Date, there were 11,073,500 Ordinary Shares issued and outstanding. Only 8i shareholders who hold Ordinary Shares as of the close of business on [●], 2022 are entitled to vote at the Meeting or any adjournment thereof. Approval of the Business Combination Proposal, the Nasdaq Proposal, and the Adjournment Proposal will require the affirmative vote of the holders of a majority of the issued and outstanding Ordinary Shares present in person by virtual attendance or represented by proxy and entitled to vote at the Meeting. Approval of the Directors Proposal will require the vote by a plurality of the votes of the Ordinary Shares present in person by virtual attendance or represented by proxy and entitled to vote at the Meeting. Approval of the Charter Proposal will require the approval of a majority of the issued and outstanding Ordinary Shares entitled to vote at the Meeting. A failure to vote or an abstention will have the same effect as a vote “AGAINST” the Charter Proposal, but will have no effect on the other proposals. Assuming a quorum is present, broker non-votes will have no effect on the Proposals, other than the Charter Proposal, for which it will have the same effect as voting against the Charter Proposal.

 

Pursuant to the Letter Agreement, the Initial Shareholders holding an aggregate of 2,448,500 Ordinary Shares have agreed to vote their respective Ordinary Shares in favor of each of the Proposals.

 

Appraisal Rights

 

Appraisal rights are not available to holders of Ordinary Shares in connection with the proposed Business Combination.

 

Redemption Rights

 

Pursuant to our current Charter, holders of Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable), by (ii) the total number of then-outstanding public Ordinary Shares. As of [●], 2022, this would have amounted to approximately $[●] per share.

 

You will be entitled to receive cash for any public shares to be redeemed only if you:

 

(i) (a) hold Public Shares, or

 

(b) hold Public Shares through Units and you elect to separate your Units into the underlying Public Shares prior to exercising your redemption rights with respect to the Public Shares; and

 

(ii) prior to 5:00 p.m., Eastern Time, on [●], 2022, (a) submit a written request to AST to redeem your Public Shares for cash and (b) deliver your Public Shares to AST, physically or electronically through DTC.

 

Holders of outstanding Units must separate the underlying Ordinary Shares prior to exercising redemption rights with respect to the Public Shares. If the Units are registered in a holder’s own name, the holder must deliver the certificate for its Units to AST, with written instructions to separate the Units into their individual component parts. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its redemption rights upon the separation of the Public Shares from the Units.

 

If a holder exercises its redemption rights, then such holder will be exchanging its Public Shares for cash and will no longer own the Combined Company. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to AST in accordance with the procedures described herein. Please see the section titled “The Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash.

 

Ownership of the Combined Company after the Closing

 

The following table illustrates estimated ownership levels in the Combined Company, immediately following the consummation of the Business Combination, based on the varying levels of redemptions by 8i public shareholders and the following assumptions:

 

   Assuming No Redemptions   Assuming 25% Redemptions   Assuming 50% Redemptions 
   Ownership in shares   Ownership %   Ownership in shares   Ownership %   Ownership in shares   Ownership % 
8i Public Shareholders (1)   9,487,500    36.3%   7,331,250    30.5%   5,175,000    23.7%
8i Initial Shareholders (2)   2,477,725    9.5%   2,477,725    10.3%   2,477,725    11.3%
Menora Capital Pte. Ltd.   200,000    0.8%   200,000    0.8%   200,000    0.9%
EUDA Shareholders   14,000,000    53.4%   14,000,000    58.4%   14,000,000    64.1%
Total   26,165,225    100.0%   24,008,975    100.0%   21,852,725    100.0%

 

22
 

 

   Assuming 75%
Redemptions
   Assuming Maximum
Redemptions
 
   Ownership in shares   Ownership %   Ownership in shares   Ownership % 
8i Public Shareholders (1)   3,018,750    15.3%   2,000,000    10.7%
8i Initial Shareholders (2)   2,477,725    12.6%   2,477,725    13.3%
Menora Capital Pte. Ltd.   200,000    1.0%   200,000    1.1%
EUDA Shareholders   14,000,000    71.1%   14,000,000    74.9%
Total   19,696,475    100.0%   18,677,725    100.0%

 

(1)Including one right to receive one-tenth of one 8i ordinary share upon consummation of the Business Combination from the Public Units.
(2)Including one right to receive one-tenth of one 8i ordinary share upon consummation of the Business Combination from the Private Units.

 

The table below shows possible sources of dilution and the extent of such dilution that non-redeeming public shareholders could experience in connection with the Closing of the Business Combination. In an effort to illustrate the extent of such dilution, the table below assumes (i) the exercise of all public Warrants and private Warrants, which are exercisable for one ordinary share at a price of $11.50 per share, (ii) the issuance of ordinary shares resulted from the exercise of Unit Purchase Options by Maxim Group LLC, underwriter in the IPO, and (iii) the issuance of EUDA Earnout Shares in full as a result of the achievement of all four Triggering Events. The following table illustrates estimated ownership levels in the Combined based on the varying levels of redemptions by 8i public shareholders with all possible sources of dilution and the following assumptions:

 

   Assuming No Redemptions   Assuming 25% Redemptions   Assuming 50% Redemptions 
   Ownership in shares   Ownership %   Ownership in shares   Ownership %   Ownership in shares   Ownership % 
8i Public Shareholders (1)   13,800,000    39.1%   11,643,750    35.1%   9,487,500    30.6%
8i Initial Shareholders (2)   2,623,850    7.4%   2,623,850    7.9%   2,623,850    8.5%
Maxim Group LLC   690,000    2.0%   690,000    2.1%   690,000    2.2%
Menora Capital Pte. Ltd.   200,000    0.6%   200,000    0.6%   200,000    0.6%
EUDA Shareholders(3)   18,000,000    50.9%   18,000,000    54.3%   18,000,000    58.1%
Total   35,313,850    100.0%   33,157,600    100.0%   31,001,350    100.0%

 

   Assuming 75% Redemptions   Assuming Maximum Redemptions 
   Ownership in shares   Ownership %   Ownership in shares   Ownership % 
8i Public Shareholders (1)   7,331,250    25.4%   6,312,500    22.7%
8i Initial Shareholders (2)   2,623,850    9.1%   2,623,850    9.4%
Maxim Group LLC   

690,000

    

2.4

%   

690,000

    

2.5

%
Menora Capital Pte. Ltd.   

200,000

    0.7%   

200,000

    0.7%
EUDA Shareholders(3)   18,000,000    62.4%   18,000,000    64.7%
Total   28,845,100    100.0%   27,826,350    100.0%

 

(1)Including one right to receive one-tenth of one 8i ordinary share upon consummation of the Business Combination from the Public Units.
(2)Including one right to receive one-tenth of one 8i ordinary share upon consummation of the Business Combination from the Private Units.
 (3)Including the issuance of 4,000,000 EUDA Earnout Shares in full as a result of the achievement of all four Triggering Events.

 

23
 

 

Interests of 8i’s Directors, Officers and Certain Shareholders in the Business Combination

 

When you consider the recommendation of 8i’s board of directors in favor of approval of the Business Combination Proposal and the other proposals, you should keep in mind that the Initial Shareholders, have interests in such proposals that are different from, or in addition to, your interests as a shareholder. These interests include, among other things:

 

 

Mr. Meng Dong (James) Tan, 8i’s Chief Executive Officer and Chairman of the board owns 33.3% of the equity interests of the Seller, the sole stockholder of EUDA. Through his two wholly-owned companies, 8i Enterprises Pte Ltd. and 8i Capital Limited, Mr. Tan purchased 500,000 ordinary shares (i.e., 33.3% equity ownership) of the Seller for $400,000 prior to the Business Combination. Through his 33.3% ownership stake in the Seller, Mr. Tan will have pecuniary interests in 4,666,666 ordinary shares (not including earnout shares) of the Combined Company, valued at approximately $46.2 million (based on $9.91 per share closing price of 8i Ordinary Shares as of July 22, 2022) upon consummation of the Business Combination pursuant to the SPA. Although 8i received a fairness opinion from EverEdge Global to the effect that the purchase price to be paid by 8i for the Share Purchase is fair to 8i shareholders from a financial point of view, Mr. Tan’s ownership interests in the Seller and therefore indirect ownership interests in EUDA cause him to have interests in the Business Combination that are different from your interests as a 8i shareholder.

     
  If an initial business combination, such as the Business Combination, is not completed before November 24, 2022 (or May 24, 2023, if extended by the full amount of time allowed under its Current Charter), 8i will be required to dissolve and liquidate. In such event, the 2,156,250 Founder Shares currently held by the Initial Shareholders, which were acquired prior to the IPO will be worthless because such holders have agreed to waive their rights to any liquidation distributions. The Founder Shares were purchased for an aggregate purchase price of $37,500. Based on the closing price of the 8i Ordinary Shares of $9.91 on Nasdaq as of July 22, 2022, these Founder Shares had an aggregate market value of approximately $21.4 million.
     
 

If an initial business combination, such as the Business Combination, is not completed, an aggregate of 292,250 Private Units purchased by Mr. Tan for a total purchase price of $2,922,500, will be worthless. The Private Units had an aggregate market value of approximately $3.0 million based on the closing price of Public Units of $10.20 on the Nasdaq Global Market as of July 22, 2022.

     
 

If Mr. Tan converts the 292,250 Private Warrants underlying these Private Units, he will hold an additional 146,125 Ordinary Shares of the Combined Company. Mr. Tan may earn a positive rate of return on his investment in the Private Warrants, even if public shareholders experience a negative rate of return in the Combined Company. The conversion of the Private Warrants would also have a dilutive effect on existing 8i shareholders. See “- Ownership of the Post-Business Combination Company After the Closing” for a summary of the book value of ordinary shares following the Business Combination under various redemption scenarios.  The Private Warrants had an aggregate market value of approximately $58,450 based on the closing price of Public Warrants of $0.20 on the Nasdaq Global Market as of July 21, 2022. If an initial business combination is not completed by November 24, 2022, the Private Warrants will expire worthless.

 

  If an initial business combination, such as the Business Combination, is not completed, Mr. Tan, 8i’s Chief Executive Officer and Chairman of the board, will not receive from 8i repayment of $800,000 for his working capital loan, and approximately $3,894 to cover certain 8i operating expenses.

 

 

If an initial business combination, such as the Business Combination, is not completed, the Sponsor, which is owned by Mr. Tan may not receive the $10,000 monthly fee from 8i for office space and administrative support under the Administrative Services Agreement dated November 22, 2021, by and between 8i and the Sponsor, pursuant to which 8i has deferred payment of the same until the consummation of a business combination. As of April 30, 2022, 8i has accrued a $53,000 administrative fee.

 

24
 

 

 

If an initial business combination, such as the Business Combination, is not completed, the Initial Shareholders will lose a combined aggregate amount of approximately $71.5 million, based on the closing price of 8i Ordinary Share of $9.91 per share on July 22, 2022. Because of these interests, the Initial Shareholders could benefit from the completion of a business combination that is not favorable to 8i public shareholders and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to public shareholders rather than liquidate. For example, if the share price of 8i Ordinary Shares declined to $5.00 per share after the close of the Business Combination, 8i’s public shareholders that purchased shares in our initial public offering, would have a loss of $5.00 per share, while our Initial Shareholders would have a gain of $4.99 per share because it acquired the Founder Shares for a nominal amount. In other words, 8i’s Initial Shareholders can earn a positive rate of return on their investment even if public shareholders experience a negative rate of return in the post-combination company.

     
  If the Business Combination is not completed, 8i’s Initial Shareholders will not have the potential ownership interest of approximately 9.5% (assuming no redemption) or 13.3% (assuming maximum redemption) in the combined company.
     
  The exercise of discretion by 8i’s directors and officers in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and in our shareholders’ best interest.

 

See “Proposals to be considered by 8i Shareholders: The Business Combination — Interests of 8i’s Directors, Officers and Certain Shareholders in the Business Combination” beginning on page 100 for additional information.

 

Anticipated Accounting Treatment

 

The Business Combination will be accounted for as a “reverse recapitalization” in accordance with U.S. GAAP. Under this method of accounting, 8i will be treated as the “acquired” company for financial reporting purposes. This determination is primarily based on the fact that subsequent to the Business Combination, the EUDA shareholders are expected to have a majority of the voting power of the Combined Company, EUDA will comprise all of the ongoing operations of the Combined Company, EUDA will comprise a majority of the governing body of the Combined Company, and EUDA’s senior management will comprise all of the senior management of the Combined Company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of EUDA issuing shares for the net assets of 8i, accompanied by a recapitalization. The net assets of 8i will be stated at historical costs. No goodwill or other intangible assets will be recorded. Operations prior to the Business Combination will be those of EUDA.

 

Recommendations of the Board and Reasons for the Business Combination

 

After careful consideration of the terms and conditions of the SPA, the Board has determined that Business Combination and the transactions contemplated thereby are fair to, and in the best interests of, 8i and its shareholders. In reaching its decision with respect to the Business Combination and the transactions contemplated thereby, the Board reviewed various industry and financial data and the evaluation of materials provided by EUDA. The Board obtained a fairness opinion from EverEdge Global to the effect that the purchase price to be paid by 8i for the Share Purchase pursuant to the SPA is fair to 8i shareholders from a financial point of view (the “Fairness Opinion”), a copy of which can be found in Annex C to this proxy statement.

 

The Board recommends that 8i shareholders vote:

 

  FOR the Business Combination Proposal (Proposal 1);
  FOR the Charter Proposal (Proposal 2);
  FOR the Nasdaq Proposal (Proposal 3);
  FOR the Directors Proposal (Proposal 4); and
  FOR the Adjournment Proposal (Proposal 5).

 

Summary Risk Factors

 

In evaluating the Business Combination and the Proposals to be considered and voted on at the special meeting, you should carefully review and consider the risk factors set forth under the section titled “Risk Factors” beginning on page 34 of this proxy statement. Some of these risks related to are summarized below. References in the summary below to “EUDA” generally refer to EUDA Health Limited in the present tense or the Combined Company from and after the Business Combination.

 

25
 

 

The following summarizes certain principal factors that make an investment in the Combined Company speculative or risky, all of which are more fully described in the “Risk Factors” section below. This summary should be read in conjunction with the “Risk Factors” section and should not be relied upon as an exhaustive summary of the material risks facing 8i’s, EUDA’ and/or the Combined Company’s business.

 

Risks Related to EUDA’s Business and Operations

 

  The digital healthcare industry faces significant risks and challenges from rapid technological changes.
     
  EUDA may be unable to establish, maintain, protect and enforce its intellectual property and proprietary rights or prevent third parties from making unauthorized use of its technology.
     
  EUDA is reliant on an uninterrupted running of network and mobile infrastructure to maintain and scale its technology and to facilitate payment for its services so network interruptions could adversely impact its performance and negatively affect its reputation.

 

Risks Related to 8i’s Business and Business Combination

 

8i will be forced to liquidate the Trust Account if it cannot consummate a business combination by the date that is 12 months from the closing of the IPO, or November 24, 2022 (or May 24, 2023, if extended by the full amount of time allowed under its Current Charter). In the event of a liquidation, 8i’s public shareholders will receive $10.00 per share and the 8i Warrants and Rights will expire worthless.
   
If 8i’s due diligence investigation of EUDA was inadequate, then shareholders of 8i following the Business Combination could lose some or all of their investment.
   
8i’s directors and officers may have certain conflicts in determining to recommend the Share Purchase of EUDA, since certain of their interests, and certain interests of their affiliates and associates, are different from, or in addition to, your interests as a shareholder.
   
8i’s shareholders will experience immediate dilution as a consequence of the issuance of Ordinary Shares as consideration in the Business Combination. Having a minority share position may reduce the influence that 8i’s current shareholders have on the management of 8i.

 

Risks Related to the Combined Company’s Securities Following the Business Combination

 

Because the Combined Company will become a public reporting company by means other than a traditional underwritten initial public offering, the Combined Company’s shareholders may face additional risks and uncertainties.
   
The future sales of shares by existing shareholders and future exercise of registration rights may adversely affect the market price of the Combined Company’s Ordinary Shares.
   
The Combined Company is an emerging growth company, and the Combined Company cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make its shares less attractive to investors.

 

Risks Related to the Combined Company Operating as a Public Company

 

Our management team has limited skills related to experience managing a public company.
   
We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives and corporate governance practices.
   
Our share price has fluctuated historically and may continue to fluctuate.

 

26
 

 

SELECTED HISTORICAL FINANCIAL INFORMATION OF 8i

 

The following tables are sets forth selected historical financial information derived from 8i’s audited financial statements for the period from January 21, 2021 (inception) through July 31, 2021 and as of July 31, 2021, as well as the unaudited condensed financial statements for the interim period ended April 30, 2022 and April 30, 2021 and as of April 30, 2022, which are included elsewhere in this proxy statement. 8i’s historical results are not necessarily indicative of the results that may be expected in any future period, and interim financial results are not necessarily indicative of the results that may be expected for the full year.

 

You should read this data together with our consolidated financial statements and related notes included elsewhere in this proxy statement and the sections titled “Selected Consolidated Financial and Other Data of 8i” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of 8i.”

 

       For the Period from   For the Period from 
   For the Nine   January 21, 2021   January 21, 2021 
   Months Ended   (inception) through   (inception) through 
   April 30, 2022   April 30, 2021   July 31, 2021 
   (Unaudited)   (Unaudited)     
Income Statements Data:            
Formation and operating costs  $(752,861)  $(7,849)  $(8,377)
Other income   9,395    -   $- 
Net loss  $(743,466)  $(7,849)  $(8,377)
Basic and diluted weighted average shares outstanding of redeemable ordinary shares   4,960,165    -    - 
Basic and diluted net earnings per redeemable ordinary share  $0.83   $-   $- 
Basic and diluted weighted average shares outstanding of non-redeemable ordinary shares   2,324,321    1,875,000    1,875,000 
Basic and diluted net loss per non-redeemable ordinary shares  $(2.09)  $(0.00)  $(0.00)
                
Cash Flows Data:               
Net cash used in operating activities  $(652,888)  $-   $- 
Net cash used in investing activities  $(86,250,000)  $-   $- 
Net cash provided by financing activities  $87,449,775   $-   $- 

 

           April 30, 2022   July 31, 2021 
           (Unaudited)     
Balance Sheets Data:                  
Cash and cash equivalents          $546,887   $- 
Other current assets           137,890    428,920 
Investments held in Trust Account           86,259,395    - 
Total assets          $86,944,172   $428,920 
Total liabilities          $3,879,253   $399,797 
Ordinary shares subject to possible redemptions          $85,555,580   $- 
Total shareholders’ equity (deficit)          $(2,490,661)  $29,123 

 

27
 

 

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF EUDA

 

The following selected historical consolidated financial information for EUDA set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of EUDA” and EUDA’s historical consolidated financial statements and the related notes thereto contained elsewhere in this proxy statement.

 

The selected historical consolidated financial information and other data presented below for the three months ended March 31, 2022 and 2021 (unaudited) and for the years ended December 31, 2021 and 2020, and the selected consolidated balance sheet and other data as of March 31, 2022 (unaudited), December 31, 2021 and 2020 have been derived from 8i’s consolidated financial statements included in this proxy statement.

 

   For the Three   For the Three   For the   For the 
   Months Ended   Months Ended   Year Ended   Year Ended 
   March 31, 2022   March 31, 2021   December 31, 2021   December 31, 2020 
   (Unaudited)   (Unaudited)         
Income Statements Data:                    
Revenues  $2,666,863   $2,641,951   $               10,544,550   $                8,875,379 
Cost of revenues   1,395,617    1,507,262    6,300,197    4,985,092 
Gross profit   1,271,246    1,134,689    4,244,353    3,890,287 
Operating expenses   1,195,934    1,407,696    5,472,580    4,783,843 
Income (loss) from operations   75,312    (273,007)   (1,228,227)   (893,556)
Other income, net   155,505    2,072,371    2,176,764    1,140,005 
Income before income taxes   230,817    1,799,364    948,537    246,449 
Provision for income taxes   5,823    12,571    48,141    47,477 
Net income   224,994    1,786,793    900,396    198,972 
Less: Net income attributable to noncontrolling interest   2,409    35,317    35,567    23,397 
Net income attributable to EUDA Health Limited  $222,585   $1,751,476   $864,829   $175,575 
                     
Cash Flows Data:                    
Net cash provided by (used in) operating activities  $(252,196)  $135,955   $443,920   $(411,884)
Net cash (used in) provided by investing activities   (29,326)   (117,068)   (356,183)   179,345 
Net cash provided by (used in) financing activities   331,439    (3,177)   (168,373)   212,507 
Effect of exchange rate changes   (2,667)   10,876    19,865    (46,818)
Net changes in cash  $47,250   $26,586   $(60,771)  $(66,850)

 

   March 31, 2022   December 31, 2021   December 31, 2020 
   (Unaudited)         
Balance Sheets Data:               
Current assets  $4,990,736   $4,352,654   $4,267,135 
Property and equipment, net   29,199    56,927    91,130 
Other assets   3,196,148    3,589,447    1,520,196 
Total assets  $8,216,083   $7,999,028   $5,878,461 
Current liabilities  $7,335,861   $7,316,032   $6,091,513 
Other liabilities   59,192    82,946    104,303 
Total liabilities  $7,395,053   $7,398,978   $6,195,816 
Total shareholders’ equity (deficiency)  $821,030   $600,050   $(317,355)

 

28
 

 

SELECTED UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

 

The following summary unaudited pro forma combined financial data gives effect to the Business Combination and the other transactions contemplated by the SPA described in the section titled “Unaudited Pro Forma Combined Financial Information”.

 

The summary pro forma data have been derived from, and should be read in conjunction with, the unaudited pro forma combined financial information of 8i appearing elsewhere in this proxy statement and the accompanying notes. The unaudited pro forma combined financial information is based upon, and should be read in conjunction with, the historical consolidated financial statements of 8i and EUDA and related notes included in this proxy statement/ prospectus. The summary pro forma data have been presented for informational purposes only and are not necessarily indicative of what the Combined Company’s financial position or results of operations actually would have been had the Business Combination been completed as of the dates indicated. In addition, the summary pro forma data do not purport to project the future financial position or operating results of the Combined Company.

 

The unaudited pro forma combined financial information included in this proxy statement has been prepared using the assumptions below with respect to the potential redemption into cash of 8i’s ordinary shares:

 

Scenario 1––Assuming No Redemptions: This presentation assumes that no public shareholders exercise redemption rights with respect to their ordinary shares for a pro rata share of the funds in 8i’s Trust Account.

 

Scenario 2––Assuming Maximum Redemptions: This presentation assumes that shareholders holding 7,487,500 8i ordinary shares will exercise their redemption rights for their pro rata share (approximately $10.00 per share) of the funds in the trust account. The maximum redemption amount is derived so that there is a minimum market value of unrestricted publicly held shares of $20.0 million, after giving effect to the payments to redeeming shareholders. Scenario 2 includes all adjustments contained in Scenario 1 and presents additional adjustments to reflect the effect of the maximum redemptions.

 

The historical financial information has been adjusted to give effect to the expected events that are related and/or directly attributable to the transactions and are factually supportable. The adjustments presented in the selected unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the Combined Company upon consummation of the transactions.

 

This information should be read together with 8i’s and EUDA’s financial statements and related notes, “8i’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “EUDA’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement.

 

The selected unaudited pro forma condensed combined financial information is presented for illustrative purposes only. Such information is only a summary and should be read in conjunction with the section titled “Unaudited Pro Forma Combined Financial Information.” The financial results may have been different had the companies always been combined. You should not rely on the selected unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the Combined Company will experience.

 

29
 

 

   For the Three Months Ended March 31, 2022 
           Pro Forma Combined   Pro Forma Combined 
           Assuming
No
   Assuming Maximum 
   8i   EUDA   Redemptions   Redemptions 
Income Statements Data:                    
Revenues  $-   $2,666,863   $2,666,863   $2,666,863 
Cost of revenues   -    1,395,617    1,395,617    1,395,617 
Gross profit   -    1,271,246    1,271,246    1,271,246 
Operating expenses   481,638    1,195,934    1,440,572    1,440,572 
Income (loss) from operations   (481,638)   75,312    (169,326)   (169,326)
Other income (expense), net   8,649    155,505    155,505    155,505 
Income (loss) before income taxes   (472,989)   230,817    (13,821)   (13,821)
Provision for income taxes   -    5,823    5,823    5,823 
Net income (loss)   (472,989)   224,994    (19,644)   (19,644)
Less: Net income attributable to noncontrolling interest   -    2,409    2,409    2,409 
Net income (loss) attributable to ordinary shareholders  $(472,989)  $222,585   $(22,053)  $(22,053)
Basic and diluted weighted average shares outstanding of redeemable ordinary shares   8,625,000         -    - 
Basic and diluted net loss per redeemable ordinary share  $(0.04)       $-   $- 
Basic and diluted weighted average shares outstanding of non-redeemable ordinary shares   2,448,500    1,000,000    26,165,225    18,677,725 
Basic and diluted net earnings (loss) per non-redeemable ordinary share  $(0.04)  $0.22   $(0.00)  $(0.00)

 

   For the Year Ended December 31, 2021 
           Pro Forma Combined   Pro Forma Combined 
           Assuming
No
   Assuming Maximum 
   8i   EUDA   Redemptions   Redemptions 
Income Statements Data:                    
Revenues  $-   $10,544,550   $10,544,550   $10,544,550 
Cost of revenues   -    6,300,197    6,300,197    6,300,197 
Gross profit   -    4,244,353    4,244,353    4,244,353 
Operating expenses   278,411    5,472,580    5,750,991    5,750,991 
Income (loss) from operations   (278,411)   (1,228,227)   (1,506,638)   (1,506,638)
Other income (expense), net   746    2,176,764    2,176,764    2,176,764 
Income (loss) before income taxes   (277,665)   948,537    670,126    670,126 
Provision for income taxes   -    48,141    48,141    48,141 
Net income (loss)   (277,665)   900,396    621,985    621,985 
Less: Net income attributable to noncontrolling interest   -    35,567    35,567    35,567 
Net income (loss) attributable to ordinary shareholders  $(277,665)  $864,829   $586,418   $586,418 
Basic and diluted weighted average shares outstanding of redeemable ordinary shares   1,606,849         -    - 
Basic and diluted net earnings per redeemable ordinary share  $5.14        $-   $- 
Basic and diluted weighted average shares outstanding of non-redeemable ordinary shares   2,210,697    1,000,000    26,165,225    18,677,725 
Basic and diluted net earnings (loss) per non-redeemable ordinary share  $(3.86)   

$

0.86   $0.02   $0.03 

 

30
 

 

   As of March 31, 2022 
           Pro Forma Combined   Pro Forma Combined 
           Assuming
No
   Assuming Maximum 
   8i   EUDA   Redemptions   Redemptions 
Balance Sheets Data:                    
Total assets  $86,944,172   $8,216,083   $87,641,505   $12,766,505 
Total liabilities  $3,879,253   $7,395,053   $5,520,693   $5,520,693 
Mezzanine equity   85,555,580    -    -    - 
Total shareholders’ equity (deficit)   (2,490,661)   739,995    82,039,777    7,164,777 
Noncontrolling Interest   -    81,035    81,035    81,035 
Total liabilities, mezzanine equity, shareholders’ equity (deficiency)  $86,944,172   $8,216,083   $87,641,505   $12,766,505 

 

 

31
 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This proxy statement contains forward-looking statements, including statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, and the financial condition, results of operations, earnings outlook and prospects of 8i and/or EUDA and may include statements for the period following the consummation of the Business Combination. Forward-looking statements appear in a number of places in this proxy statement including, without limitation, in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of EUDA” and “Information About EUDA.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

 

The forward-looking statements are based on the current expectations of the management of 8i and EUDA as applicable and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by 8i and the following:

 

  expectations regarding EUDA’s strategies and future financial performance, including its future business plans or objectives, prospective performance and opportunities and competitors, revenues, products, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and EUDA’s ability to invest in growth initiatives and pursue acquisition opportunities;
     
  the occurrence of any event, change or other circumstances that could give rise to the termination of the SPA;
     
  the outcome of any legal proceedings that may be instituted against 8i or EUDA following announcement of the SPA and the transactions contemplated therein;
     
  the inability to complete the Business Combination due to, among other things, the failure to obtain 8i shareholder approval, certain regulatory approvals, or satisfy other conditions to closing in the SPA;
     
  the inability to obtain or maintain the listing of 8i’s Ordinary Shares on Nasdaq following the proposed Business Combination;
     
  the risk that the announcement and consummation of the proposed Business Combination disrupts EUDA’s current plans and operations;
     
  the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of EUDA to grow and manage growth profitably, and retain its key employees;
     
  costs related to the proposed Business Combination;
     
  the amount of any redemptions by existing holders of Ordinary Shares being greater than expected;
     
  limited liquidity and trading of 8i’s securities;
     
  geopolitical risk and changes in applicable laws or regulations;
     
  the possibility that 8i and/or EUDA may be adversely affected by other economic, business, and/or competitive factors;
     
  risks relating to the uncertainty of the projected financial information with respect to EUDA;
     
  risks related to the organic and inorganic growth of EUDA’s business and the timing of expected business milestones;

 

32
 

 

  risk that the COVID-19 global pandemic, and Southeast Asian countries’ responses to addressing the pandemic may have an adverse effect on our and EUDA’s business operations, as well as our and their financial condition and results of operations;
     
  litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on EUDA’s resources; and
     
  other risks that the consummation of the Business Combination is substantially delayed or does not occur.

 

Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of 8i and EUDA prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

 

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement and attributable to 8i, EUDA or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement. Except to the extent required by applicable law or regulation, 8i and EUDA undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.

 

33
 

 

RISK FACTORS

 

The Combined Company will face a market environment that cannot be predicted and that involves significant risks, many of which will be beyond its control. You should consider carefully the following risk factors, as well as the other information set forth in this proxy statement, before making a decision on the Business Combination. Risks related to EUDA, including risks related to EUDA’s business, financial position and capital requirements, development, regulatory approval and commercialization, dependence on third parties, intellectual property and taxation, will continue to be applicable to the Combined Company after the closing of the Business Combination.

 

Risks Related to EUDA’s Business and Operations

 

Any general economic factors, natural disasters or unexpected events could have an adverse impact on EUDA’s business.

 

General economic factors, such as interest rates, tax rates and government policies, which have experienced significant downturns in recent years and market volatility could have adverse material effects on EUDA’s business. The uncertainties posed by these general economic factors do not allow EUDA to forecast their expenditure accurately for future business activities or impair EUDA’s clients’ abilities to make timely payment to EUDA, which could have adverse material impact on EUDA’s business, financial condition, and results of EUDA’s operations.

 

The occurrence of natural disasters, such as storms, earthquakes, fires or floods, the outbreak of a widespread health epidemics or other unexpected events, such as wars, acts of terrorism, environmental accidents, power shortage or communication interruptions could also have adverse material effect on EUDA’s business. The occurrence of a prolonged outbreak of an epidemic illness or other adverse public health developments in the Southeast Asia regions we operate or do business, or elsewhere, could materially disrupt EUDA’s business and operations. Such events could also significantly affect the healthcare industry and cause a temporary discontinuation of EUDA’s operations, which would severely disrupt EUDA’s operations and have a material adverse effect on EUDA’s business, financial condition, and results of operations.

 

If any of EUDA’s employees or employees of EUDA’s business partners were suspected of having any of the epidemic illnesses or infections, EUDA or EUDA’s business partners could be required to quarantine some or all of such employees or disinfect the facilities used for EUDA’s operations. EUDA’s operations could also be severely disrupted if EUDA’s users or other participants were affected by such natural disasters, health epidemics or other unexpected events.

 

EUDA’s business is primarily driven by the healthcare industry, and factors that adversely affect the financial condition of the healthcare industry in general could consequently affect their business.

 

A substantial portion of EUDA’s revenue is derived from clients who are part of the healthcare industry. As a result, EUDA’s financial condition and results of operations could be adversely affected by conditions affecting the healthcare industry generally and health systems and payors in particular. EUDA’s ability to grow will also depend upon the economic environment of the healthcare industry, as well as EUDA’s ability to improve its product and service offerings. Furthermore, EUDA may not become aware in a timely manner of changes in regulatory requirements affecting EUDA’s businesses, which could result in EUDA’s taking, or failing to take, actions, resulting in non-compliance with relevant government related regulations.

 

There are many factors that could affect the purchasing practices, operations and, ultimately, the operating funds of healthcare organizations, such as reimbursement policies for healthcare expenses, consolidation in the healthcare industry, and regulation, litigation, and general economic conditions. In particular, EUDA could be required to make unplanned modifications to its products and services or could suffer delays or cancellations of orders or reductions in demand for its products and services as a result of changes in regulations affecting the healthcare industry, such as any increased scrutiny by governmental agencies, changes to relevant healthcare services related regulations or relevant privacy laws, laws relating to the tax-exempt status of many of EUDA’s clients or restrictions on permissible discounts, and other financial arrangements. It is unclear what long-term effects the general economic conditions will have on the healthcare industry, and in turn, on EUDA’s business, financial condition, and results of operations.

 

34
 

 

The digital health industry is relatively young, is currently in its early growth stages and is still evolving, and if it develops towards a mature stage slower than EUDA’s expect, if it encounters a pessimistic outlook or if EUDA’s services are not competitive, the growth of EUDA’s business will be adversely affected.

 

The digital health industry is relatively young even though it is rapidly evolving, and it is uncertain whether it will achieve and maintain high levels of demand, consumer acceptance and market adoption. EUDA’s success will substantially depend on the willingness of its clients’ members or patients to adopt, and the frequency and extent of their utilization of, EUDA’s services and solutions, as well as on EUDA’s ability to demonstrate the value of digital health to employers, health plans, government agencies and other purchasers of healthcare for beneficiaries. If EUDA’s clients, or their members or patients do not acknowledge the benefits of EUDA’s services or platform, or if EUDA’s services are not competitive, then the market may not develop at all, or EUDA may develop slower than it expects. Similarly, individual and healthcare industry concerns or negative publicity regarding patient confidentiality and privacy in the context of digital health could restrict market acceptance of our healthcare services. An occurrence of any of these events could have a material adverse effect on their business, financial condition or results of operations.

 

EUDA’s short operating history and the rapidly evolving nature of the industry makes it difficult to assess our success and predict the risks and challenges we may encounter.

 

As EUDA’s business operations only began in 2018, its short operating history and evolving nature of the digital health industry make it difficult to evaluate and assess the success of EUDA’s business to date, EUDA’s future prospects and the risks and challenges that EUDA may encounter. These risks and challenges include EUDA’s ability to:

 

  attract new consumers to use EUDA’s products and services, and position EUDA’s platform as a comprehensive healthcare and wellness provider;
  retain consumers for purchasing healthcare products and services through EUDA’s platform;
  attract new and existing consumers to adopt new offerings on EUDA’s platform;
  increase the number of consumers that subscribe to their offerings or the number of subscription programs that EUDA manages;
  attract and retain industry players for inclusion in their platform, such as pharmacies, physicians, digital health providers, and others;
  comply with existing and new laws and regulations applicable to our business and in their industry;
  anticipate and respond to macroeconomic changes, changes in medication pricing and industry pricing benchmarks and changes in the markets in which they operate;
  react to challenges from existing and new competitors;
  maintain and enhance the value of their reputation and brand;
  effectively manage their growth;
  hire, integrate and retain talented employees at all levels of their organization;
  maintain and improve the infrastructure underlying their platform, including their mobile apps and website, data protection and cybersecurity; and
  successfully update their platform, including expanding our platform and offerings into different healthcare products and services, develop and update our mobile apps, features, offerings and services to benefit consumers and members and enhance their experience.

 

Any failure to address the risks and difficulties that EUDA faces, including those associated with the challenges listed above and elsewhere in this “Risk Factors” section, its business, financial condition, and results of operations could be adversely affected. Further, EUDA’s limited historical financial data and the evolving nature of the digital health industry in the Southeast Asian region could limit the accuracy of any predictions about its future revenue and expenses as it would be if EUDA had a longer operating history, operated a more predictable business or operated in a less regulated industry. If EUDA’s assumptions regarding these risks and uncertainties, which it uses to plan and operate its business, are incorrect or change, or if EUDA does not address these risks effectively and efficiently, EUDA’s results of operations could differ materially from its expectations and EUDA’s business, financial condition and results of operations would be adversely affected.

 

35
 

 

EUDA relies on its corporate clients for a significant portion of our revenue, the loss of which would have a material adverse effect on EUDA’s business, financial condition, and results of operations.

 

EUDA historically relied on their corporate clients and members based in Indonesia for a substantial portion of our total revenue. We have a high concentration risk on their corporate clients, which represent a significant portion of their revenue, and could render them unable to grow their business quickly enough to drive organic growth from individual clients. They are also dependent on their Indonesian members as drivers for growth in that market and have forecasted them to contribute approximately over 40% of future revenues in the next 5 years. They also rely on their reputation and recommendations from key clients for the promotion of our solution to potential new clients. The loss of any of their key clients or members, failure to retain some of them or their failure to renew or increase their subscriptions could have a significant impact on their revenue, growth rate, reputation, and ability to obtain new clients. In addition, their clients could cancel or fail to renew their contracts in the event of an merger or acquisition of companies, thereby reducing the number of tjeor existing and potential clients, members and patient populations.

 

If there is a decrease in the number of individuals covered under our platform, health plan and other clients, or the number of applications or services to which they subscribe decreases, EUDA’S revenue will be adversely affected.

 

EUDA currently relies mainly on organic growth driven by increase in their corporate clients. Their fees are directly proportional to the number of individuals with whom their corporate clients provide benefits and the number of applications or services subscribed to by their corporate clients under most of their contracts with them. There are many factors that may lead to a decrease in the number of individuals covered by EUDA’s corporate clients and the number of applications or services subscribed to by our corporate clients, including, but not limited to, the following:

 

  failure of their corporate clients to adopt or maintain effective business practices;
  changes in the nature or operations of their corporate clients;
  government regulations; and
  increased competition or other changes in the benefits marketplace.

 

If EUDA is unable to retain the active customers while attracting new customers, it would result in a loss of future revenue and have an adverse material effect on their business, financial position, and results of operations.

 

If the number of individuals covered, health plan and other corporate clients decrease, or the number of applications or services to which they subscribe decreases, their revenue will likely get adversely impacted.

 

If the number of clients decrease, Euda’s market share could be impacted, which would likely impacts its ability to execute its business strategy successfully, which is based several initiatives, including capitalizing on increasing revenues from existing customers, capitalizing on outsourcing opportunities to win new contracts and pursuing new acquisitions that. If EUDA is unable to implement its business strategy successfully or achieve the anticipated benefits of its business plan, the long-term growth and profitability may be adversely affected. Even if EUDA is able to implement some or all of the initiatives of its business plan successfully, its operating results may not improve to the extent anticipated, or at all.

 

The digital healthcare industry faces significant risks and challenges from rapid technological changes.

 

The digital healthcare market faces rapid technological change, changing consumer requirements, short product lifecycles and evolving industry standards. EUDA’s success will depend on their ability to enhance their solutions with the latest technologies and to develop or to acquire and market new services to access new consumer populations.

 

There is no guarantee that they will possess the resources, either financial or personnel, for the research, design, development and deployment of new applications, technological requirements, or services, or that they will be able to utilize these resources successfully and avoid technological or market obsolescence.

 

Further, there can be no assurance that technological advances by one or more of their current or future competitors will not result in our present or future software-based products and services to become uncompetitive or obsolete.

 

The industry that EUDA operates in is highly competitive and rapidly evolving, and if they are not able to compete effectively, their business, financial condition and results of operations may be adversely impacted.

 

EUDA operates in a highly competitive and rapidly evolving industry, and they expect that competition will increase as a result of consolidation in both the information technology and healthcare industries and also from new entrants in the markets that they operate in. Our future growth and success will depend on their ability to successfully compete with other companies that provide similar services and other healthcare organizations that seek to build and operate competing services themselves and newer companies that provide similar services at substantially lower prices.

 

36
 

 

EUDA competes on the basis of various factors, including breadth and depth of services, reputation, reliability, quality, innovation, security, team, technology, platform robustness, price, industry expertise, and experience. If we are unable to maintain or improve their technology, management, healthcare, or regulatory expertise or attract and retain a sufficient number of qualified sales and marketing leadership and support personnel, we will be at a competitive disadvantage. Some of their competitors, in particular larger technology or technology-enabled consultative service providers, have greater name recognition, longer operating histories, and significantly greater restheirces than we do.

 

EUDA’s Their current or potential competitors may have greater restheirces financially and logistically than they do, which may allow them to be less sensitive to changes in client preferences and more aggressive in their pricing strategies, any of which could put them at a competitive disadvantage. As a result, their competitors may be more adapt in responding to new or changing opportunities, technologies, standards, or trends and may have the ability to initiate or withstand substantial price competition. In addition, potential corporate clients frequently have requested competitive bids from us and their competitors in terms of price and services offered and, if we do not accurately assess potential corporate clients’ needs and budgets when submitting their proposals, they may appear less attractive than those of their competitors, and we may not be successful in attracting new business. If their prospective or current corporate clients fail to perceive the value of their products and services, their corporate clients could view their competitors’ products to be more attractive. Increases in competition in their industry could reduce their market share and result in price declines for certain services, which could negatively impact their business, profitability, and growth prospects.

 

There is foreign exchange (FX) risk in their business as they operate in multiple countries and exchange rates fluctuate, and that may cause FX related losses or translation losses for us.

 

As Euda operates in multiple countries, their business could also face foreign exchange risks. To date, their revenue has been denominated in currencies such as Singapore dollars, Malaysian ringgit, Indonesian rupiah, Indian rupee, Australian dollar, New Zealand dollar and Vietnamese dong, while they also have operations in other parts of the Asian region as well. As their international contracts are denominated in the respective local currencies, their operating results might be impacted from fluctuations in the value of their reporting currency when translated to it. As they further expand internationally, their exposure to foreign currency exchange risk may increase as well. However, they plan to move towards creating their own payment ecosystem through the introduction of their own digital currency in the future and that will help us in having a more standardized system and help reduce FX risks. They also have a certain level of natural hedge in the countries that we operate in as their revenues and major costs in individual markets are both denominated in the same currency.

 

Legal (Compliance/Security)

 

EUDA could incur significant costs as a result of any claim or lawsuit of infringement of another party’s intellectual property rights.

 

There has been significant litigation in different parts of the world involving patents and other intellectual property rights in recent years. Companies that are in the internet and technology industries are increasingly bringing and becoming subject to lawsuits alleging infringement of proprietary rights, particularly patent rights, and their competitors and other third parties may hold patents or have pending patent applications that could be related to their business. As we apply for their own patents in the future, theyexpect that they may receive notices in the future that claim they or their clients, who are using their solution, have misappropriated or misused other parties’ intellectual property rights, particularly as competition in their market grows and the functionality of applications amongst competitors overlap. If they are sued or served a legal notice by a third party that claims that their technology infringes its rights, the litigation, whether or not successful, could be extremely costly to defend, divert their management’s time, attention and resources, damage their reputation and brand and substantially harm their business.

 

The company has invested significant time and resources to create its own proprietary software platform. Development of the current software and solutions has been undertaken by employees in Vietnam, Indonesia, India and Singapore, with whom they have non-disclosure agreements.

 

The software integrates open-source software code and database systems, and leverages on application programming interface (‘API’) connectors to deliver an integrated user experience. The software includes multiple critical trade secrets of the business as well as representing a significant volume of code to be understood if it is to be replicated.

 

A number of key content resources have been developed to help scale the effective communication of its proposition to the market. Copyright exists in content or written materials that EUDA has created and owns. The copyright also exists in the software codebase created, especially important for those aspects of the software exposed to users such as the application interface.

 

37
 

 

In addition, in some instances, they have agreed to indemnify their clients against certain third-party claims, which may include claims that their software solution infringes the intellectual property rights of third parties.

 

Their business could be adversely affected by any significant disputes between us and their clients as to the applicability or scope of their indemnification obligations to them. The results of any intellectual property litigation to which they may become a party, or for which they are required to provide indemnification, may require us to do one or more of the following:

 

  cease offering or using technologies that incorporate the challenged intellectual property;
  make substantial payments for legal fees, settlement payments or other costs or damages;
  obtain a license, which may not be available on reasonable terms, to sell or use the relevant technology; or
  redesign technology to avoid infringement.

 

If they are required to make substantial payments or undertake any of the other actions noted above as a result of any intellectual property infringement claims or lawsuits against us or any obligation to indemnify their clients for such claims, such payments or costs could have a material adverse effect on their business, financial condition and results of operations.

 

Breach of their intellectual property may also require us to commence legal actions, which could be costly and time consuming. Failure to defend their position or intellectual property could reduce their market position and have similar adverse effects on their business, financial conditions, and results of operations.

 

If theyfail to develop or license technology for any allegedly infringing aspect of their business in the future, they would be forced to limit their services and may be unable to compete effectively. Any of these events could materially harm their business, financial condition, and results of operations.

 

If their arrangements and agreements with their partners or their customers are found to violate laws and regulations relevant to the digital health industry, their business, financial condition and their ability to operate in those jurisdictions could be adversely impacted.

 

As EUDA’s businesses operate internationally, they must adhere to the various laws and regulation of the respective jurisdictions, which includes laws governing remote healthcare, the practice of medicine and healthcare delivery in general which are subject to change and interpretation. Failure to adhere to these regulations could put us at risk of statutory actions and cessation of operations and fines, litigation and compensation claims from patients and customers which could have material adverse effect on their business, financial condition, and results of operations.

 

The digital health services they offer are subject to laws, rules and policies governing the practice of medicine and relevant medical council oversight.

 

Their ability to provide and promote their digital health offerings in each of the jurisdictions that they operate in, is dependent upon the individual jurisdiction’s treatment of digital health, under such jurisdiction’s laws, rules and policies governing the practice of medicine, which are subject to changing political, regulatory, and other influences. Some medical boards relevant to the jurisdictions that they operate in, may have established rules, or interpreted existing rules in a manner that limits or restricts their ability to conduct or optimize their business.

 

Their digital health offerings offer patients and users the ability to see a board-certified medical professional for advice, diagnosis, and treatment of routine health conditions on a remote basis. The nature of such services and the provision of medical care and treatment by board-certified medical professionals could subject us and certain of their affiliated physicians and healthcare professionals to complaints, inquiries, and compliance orders by national and other relevant medical boards in the future. Such complaints, inquiries or compliance orders may result in disciplinary actions taken by these medical boards against the licensed physicians who provide services through their digital health offerings, which could include suspension, restriction or revocation of the physician’s medical license, probation, required continuing medical education ctheirses, monetary fines, administrative actions, and other conditions. Regardless of outcome, these complaints, inquiries or compliance orders could have an adverse impact on their digital health offerings and their platform generally due to defense actions related and settlement costs, diversion of management restheirces, negative publicity, reputational harm and other factors.

 

38
 

 

Due to the uncertain regulatory environment, certain government authorities or relevant boards may determine that they are in violation of their laws and regulations, or such laws and regulations may evolve over time. In the event that they must remedy such violations, they may be required to modify their offerings in such jurisdictions in a manner that undermines their offerings or business, they may become subject to fines or other penalties or, if they determine that the requirements to operate in compliance in such jurisdictions are overly burdensome, they may elect to terminate their operations in such jurisdictions. In each case, their revenue may decline, and their business, financial condition and results of operations could be materially adversely affected.

 

The digital health industry faces evolving government regulations, and failure to comply with these changes may result in increased costs or adversely affect their results of operations.

 

The uncertainty of the regulatory climate of their industry may subject their operations to direct and indirect adoption, expansion or reinterpretation of various laws and regulations. They may be required to change their practices at undeterminable future laws and regulation and possibly incur significant initial monetary and annual expense to adhere to the new regulatory changes. These additional monetary expenditures may increase future overhead, which could have a material adverse effect on their results of operations.

 

They have identified what they believe are the areas of government regulation that, if changed, would be costly to us. These include rules governing the practice of medicine by physicians; licensure standards for doctors and behavioral health professionals; laws limiting the corporate practice of medicine; cybersecurity and privacy laws; laws and rules relating to the distinction between independent contractors and employees; and tax and other laws encouraging employer-sponsored health insurance. There could be laws and regulations applicable to our business that we have not identified or that, if changed, may be costly to us, and they cannot predict all the ways in which implementation of such laws and regulations may affect us.

 

Additionally, the introduction of new services may require EUDA to comply with additional, yet undetermined, laws and regulations. This may require EUDA to obtain additional appropriate medical board licenses or certificates, increase their security measures and expend additional resources to monitor developments in applicable rules and ensure compliance. The failure to adequately comply with these future laws and regulations may delay or possibly prevent some of EUDA’s products or services from being offered to clients and members, which could have a material adverse effect on their business, financial condition, and results of operations.

 

If EUDA’s security measures fail to ensure protection of clients data, their services may be deemed insecure and as a result incur significant liabilities, reputational harm, and loss of sales and clients.

 

Services provided on EUDA’s platforms are highly dependent on artificial intelligence and blockchain technology, devices such as the wearable technologies offered by EUDA or its partners, which involve the storage and transmission of clients’ proprietary information, sensitive or confidential data, including valuable intellectual property and personal information of employees, clients and others, as well as protected health information, or PHI, of their clients’ patients. Due to the extreme sensitivity of the information EUDA store and transmit, the security features of their computers and systems, network, and communications systems infrastructure are critical to the success of their business. A breach or failure in their security measures could occur from a variety of circumstances and events, including third-party action, employee negligence or error, malfeasance, computer viruses, cyber-attacks or ransom related attacks by computer hackers, failures during the process of upgrading or replacing software and databases, power outages, hardware failures, telecommunication failures, user errors, or catastrophic events.

 

As cyber threats continue to evolve with the proliferation of new technologies and the increased sophistication and activities of perpetrators of cyber-attacks, EUDA may be required to expend additional resources to continue to enhance information security measures or to investigate and remediate any information security vulnerabilities. If EUDA’s security measures fail or are breached, it could result in unauthorized persons accessing sensitive client or patient data (including PHI) and a loss of or damage to their data, resulting in an inability to access data sources process data or provide services to their clients. The occurrence of such failures or breaches of EUDA’s security measures, or their inability to effectively resolve such failures or breaches in a timely manner, could severely damage their reputation, adversely affect client or investor confidence in us, and reduce the demand for their services from existing and potential clients. In addition, EUDA could face litigation, damages for contractual breaches, monetary penalties, or regulatory actions for violation of applicable laws or regulations and incur significant costs for remedial measures to prevent future occurrences and mitigate past violations. While EUDA has outsourced security measures to a third-party agency as preventive measures to protect the integrity of their clients’ and members’ information, this solution might not be comprehensive enough to ensure the safety of such data. Although EUDA maintains adequate insurance coverage covering certain security and privacy damages and claim expenses, EUDA may not carry insurance or maintain coverage sufficient to compensate for all liability and in any event, insurance coverage would not address the reputational damage that could result from a security lapse or a breach related incident.

 

39
 

 

EUDA experience cyber-security and other breaches that may remain undetected for an extended period as cyber-attack techniques constantly evolve. EUDA also may not be able to comprehensively anticipate such cyber security threats as they may not be recognized until the breach occurs. As such, EUDA may be unable to implement adequate preventive measures and their actions would be limited to being reactive in nature. EUDA also cannot ensure the complete integrity or security of such data in their systems in the event that their clients authorize or enable third party access to the information stored on their platforms and systems. If an actual or perceived breach of EUDA’s security occurs, or if EUDA is unable to effectively resolve such breaches in a timely manner, the market perception of the effectiveness of their security measures could be harmed and they could lose sales and clients, which could have a material adverse effect on their business, operations, and financial results. EUDA could also be subjected to litigation from their clients and providers in the event of such security breaches and that could result in substantial costs and a diversion of management’s attention and resources, which could have a material adverse effect on their business, financial condition, or results of operations.

 

Although EUDA uses best efforts to maintain insurance coverage they deem adequate to address cyber-security, EUDA may find such coverage lacking or unavailable in certain instances which could have material adverse effect on their business, financial condition and results of operations.

 

Operational

 

EUDA’s growth depends on the success of their strategic relationships with third parties and partners.

 

EUDA anticipate that it will continue to depend on relationships with third parties, including partner organizations and technology and content providers to grow their business further. Identifying partners, and negotiating and documenting relationships with them, requires significant time and resources. Their competitors may be more effective in incentivizing such potential partners to favor their products or services over theirs. In addition, acquisitions of EUDA’s existing and potential partners by their competitors could result in a decrease in the number of their current and potential clients, as their partners may no longer facilitate the adoption of EUDA’s applications and services to potential clients.

 

If EUDA is unsuccessful in establishing or maintaining their relationships with third parties, their ability to compete in the marketplace or to grow their revenue could be impaired and their results of operations may suffer. Even if they are successful, EUDA cannot assure investors that these relationships will result in increased client use of EUDA’s applications or increased revenue. While EUDA expects that these relationships will continue, they cannot guarantee that they will. Any material changes in government regulations, or the loss of these affiliations, could impair their ability to provide services to their members and clients and could have material adverse effect on their business, financial condition and results of operations.

 

EUDA’s business and growth strategy depends on their ability to maintain and expand a network of qualified providers and partners.

 

EUDA’s success is substantially dependent upon their continued ability to maintain a network of skilled and qualified digital health providers. EUDA, through its wholly owned subsidiaries, provides medical services including multi-care specialty care services and holistic care services. EUDA is also dependent on third-party entities and a related party, which they do not own or control, to provide healthcare services to consumers. The significant competition in the digital health market for qualified digital health providers may hinder their ability to recruit or retain physicians and other healthcare professionals and service providers, which would negatively impact the growth of their digital health offerings and would have a material adverse effect on their business, financial condition, and results of operations.

 

In any particular market, providers could demand higher payments or take other actions that could result in higher medical costs, less attractive services for EUDA’s clients or difficulty meeting regulatory or accreditation requirements. EUDA’s ability to develop and maintain satisfactory relationships with third-party providers also may be negatively impacted by other factors not associated with them, such as changes in medical reimbursement levels and other pressures on healthcare providers and consolidation activity among hospitals, physician groups and healthcare providers. The failure to maintain or to secure new cost-effective provider contracts may result in a loss of or an inability to grow their membership base, higher costs, healthcare provider network disruptions, less attractive service for their clients and/or difficulty in meeting regulatory or accreditation requirements, any of which could have a material adverse effect on their business, financial condition and results of operations.

 

40
 

 

EUDA relies heavily on technology services provided by third parties or their own systems for providing services to their clients and members, and any failure or interruption in these services could expose them to litigation and negatively impact their relationships with clients, brand and business.

 

EUDA relies heavily on significant IT infrastructure and systems and the ongoing maintenance of the regional and local Internet infrastructure to provide the necessary data speed, capacity and security to offer viable services. If EUDA’s relevant service providers’ infrastructure or systems were to fail for any reason, this may cause EUDA’s portals to experience significant downtime or impaired performance, which could have an impact on their reputation. EUDA’s platform may also be exposed to damage or interruption from system failures, cyber threats (including malware, ransomware, phishing and denial of service (DoS) attacks), telecommunication provider or third-party supplier failures, inadequate system maintenance, damage to the physical infrastructure associated with the network, disasters from natural or human causes, or other unforeseen events which may cause unplanned disruption to EUDA’s systems. These technology failures may affect EUDA’s ability to deliver consistent, quality services, meet their contractual and service level obligations, attract new customers, or lead to data integrity issues or data loss. While EUDA has backup plans in place, such as switching to text messages and call services when their platforms sense a weak internet connection, significant disruptions to their platform or their services could have material impact on their reputation and brand and may result in a loss of users of their products and services, which could have material adverse effects on their business, result of operations, financial performance and financial condition.

 

EUDA’s financial and operational success depends highly on their ability to protect their intellectual property and intellectual property rights and failure to do so will adversely impact their business and financial performance.

 

EUDA’s success depends largely on their ability to protect their proprietary software, confidential information and know-how, technology, and other intellectual property and intellectual property rights. While EUDA generally relies on copyright, trademark and trade secret laws, confidentiality and invention assignment agreements with employees and third parties, and license and other agreements with consultants, vendors, and clients, there can be no assurance that EUDA will enter into such agreements or that they or their counterparties have not breached or will not breach their agreements. EUDA also may not have adequate remedies for any breach or assurances that their trade secrets will not otherwise become known or independently developed by competitors. Additionally, EUDA monitors the use of open-source software to avoid use-cases that would require them to disclose their proprietary source code or violate applicable open-source licenses, but if engaged in such uses inadvertently, they may be required to take remedial action or release certain of proprietary source code, which could materially and adversely affect their business, financial condition, and results of operations.

 

In addition, a third party could, without authorization, copy or otherwise obtain and use EUDA’s products or technology, or develop similar technology in spite of the agreements and protections put in place. EUDA could also face difficulties enforcing agreement terms in the various jurisdictions that address non-competition, which might not be enforceable in certain cases.

 

As EUDA begins to pursue their patents, they might not be able to obtain meaningful and adequate patent protection for their technology. Moreover, if any patents are issued to them in the future, they might not provide any meaningful competitive advantages or might get successfully challenged by third parties.

 

EUDA may also rely on unpatented proprietary technology and their competitors may independently develop the same or similar technology or obtain access to EUDA’s own unpatented technology. While EUDA enters into confidentiality agreements with their employees, partners and other relevant parties to protect their trade secrets and other proprietary information, EUDA cannot assure that these agreements will provide meaningful protection in the event of any unauthorized use, misappropriation, or disclosure of such trade secrets, or other proprietary information. In addition, enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive, and time-consuming, and the outcome is unpredictable. If any of EUDA’s trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, EUDA would have no right to prevent them from using that technology or information to compete. Further, the theft or unauthorized use or publication of EUDA’s trade secrets and other confidential business information could reduce the differentiation of their services and harm their business, the value of their investment in development or business acquisitions could be reduced, and third parties might make claims against them related to losses of their confidential or proprietary information.

 

EUDA may also rely on their trademarks, service marks, trade names, and brand names to distinguish their services from the services of their competitors. While EUDA has registered or applied to register many of these trademarks, they cannot assure that their trademark applications will be approved. Third parties may also challenge their applications, or otherwise challenge use of their trademarks. In the event that EUDA’s trademarks are successfully opposed or challenged, they could be forced to rebrand their services, which could result in loss of existing brand value and require them to expend additional resources for advertising and marketing purposes. Further, EUDA cannot assure that their competitors will not infringe on their trademarks or that they will have adequate resources to enforce their own trademarks.

 

41
 

 

EUDA’s operations are dependent on their relationships with professional entities, which they may or may not own, to provide physician, healthcare, and consultation services, and their business would be adversely affected if those relationships were disrupted or discontinued.

 

EUDA uses contract physicians for the clinical and professional services provided to their clients and members through their platform. While EUDA expects that these relationships will continue, EUDA cannot guarantee that they will. Any material change in the relationship with their existing physicians and healthcare professionals, whether resulting from a dispute among the entities, a change in government regulation, or the loss of these affiliations, could impair EUDA’s ability to provide services to their clients and members and could have a material adverse effect on their business, financial condition and results of operations.

 

To mitigate the dependence on external professionals, EUDA does own some clinics and employ directly some professionals, and will continue to add more. Currently, EUDA directly employs about 10% of physicians and primary care specialists that provide digital health services on their platform and are actively seeking to hire and expand their direct employment of primary care specialists in the future.

 

In the event that EUDA fails to adequately expand their direct sales force, it may impede their growth and have adverse material impact on their operational and financial performance.

 

EUDA believes that their future growth will depend on the continued development of its direct sales force and their ability to obtain new clients and manage their existing client base. Identifying and recruiting qualified personnel and training them requires significant time, expense and attention. It can take six months or longer before a new sales representative is fully trained and starts being productive to their business. Their business may be adversely affected if their efforts to expand and train their direct sales force do not generate a corresponding increase in revenue. In particular, if they are unable to hire and develop sufficient numbers of productive direct sales personnel, or if new direct sales personnel are unable to achieve desired productivity levels in a reasonable period of time, sales of their services will suffer, and their growth will be impeded and thereby have adverse material impact on their operational and financial performance.

 

EUDA may seek to expand their business through acquisitions, strategic partnerships, joint ventures and other growth initiatives, and any resulting failures to these endeavors could have a material adverse effect on their business.

 

EUDA may seek to undertake further expansion through acquisitions, strategic partnerships, joint ventures and other growth initiatives from time to time. These types of strategic transactions could subject us to numerous risks, including:

 

  failure to identify suitable acquisition, investment or other strategic alliance opportunities that are available on favorable terms;
  difficulty integrating the acquired business, technologies or products, with their existing businesses
  difficulty maintaining uniform standards, procedures, controls and policies from acquisitions, investments or strategic alliances;
  unanticipated costs associated with acquisitions, investments or strategic alliances;
  adverse impacts on their overall margins;
  lapses in doing due diligence before entering in such transactions;
  diversion of management’s attention from their existing business and operations;
  adverse effects on existing business relationships with consumers, pharmacies and practitioners;
  difficulty entering new markets, in which they have limited experience with local laws, regulations and business customs in the new markets;
  potential loss of key employees, customers and suppliers of acquired businesses; and
  increased legal and accounting compliance costs.

 

If EUDA is unable to identify suitable acquisitions or strategic relationships and partnerships, or if they are unable to integrate their acquired businesses, technologies and products effectively, their business, financial condition and results of operations could be materially and adversely affected. For instance, the new businesses may not meet or exceed expectations during the time of assessment prior to the acquisition, or the changes in general economic factors may affect the overall benefit of these acquisitions, investments or strategic alliances.

 

42
 

 

If EUDA fails to manage their growth effectively, their expenses could increase more than expected, their revenue may not increase, and they may be unable to implement their business strategy.

 

EUDA has experienced significant growth in recent periods, which puts a strain on their business, operations and employees. EUDA anticipates that their operations will continue to rapidly expand. To manage their current and anticipated future growth effectively, EUDA must continue to maintain and enhance their IT infrastructure, financial and accounting systems and controls. They must also attract, train and retain a significant number of qualified sales and marketing personnel, customer support personnel, professional services personnel, software engineers, technical personnel and management personnel, and the availability of such personnel, in particular software engineers, may be constrained.

 

A key aspect to managing EUDA’s growth is their ability to scale their capabilities to implement their solution satisfactorily with respect to both large and demanding clients, who currently constitute the substantial majority of their overall client base, as well as smaller clients which are becoming an increasingly larger portion of their overall client base. Large clients often require specific features or functions unique to their membership base, which, at a time of significant growth or during periods of high demand, may strain EUDA’s implementation capacity and hinder their ability to successfully implement their solutions to clients in a timely manner. EUDA may also need to make further investments in their technology and automate portions of their solutions or services to decrease their costs. If they are unable to address the needs of their clients or members, or their clients or members are unsatisfied with the quality of their solution or services, they may not renew their contracts with EUDA, seek to cancel or terminate their relationship or renew on less favorable terms, any of which could cause a decrease in their annual net dollar retention rate.

 

Failure to effectively manage their growth could also lead EUDA to over-invest or under-invest in development and operations, result in weaknesses in infrastructure, systems or controls, give rise to operational mistakes, financial losses, loss of productivity or business opportunities and loss of employees and reduced productivity of remaining employees. EUDA’s growth is expected to require significant capital expenditures and may divert financial resources from other projects such as the development of new applications and services. If their management is unable to effectively manage their growth, their expenses may increase more than expected, their revenue may not increase or may grow more slowly than expected and they may be unable to implement their business strategy. The quality of their services may also suffer, which could negatively affect their reputation and harm their ability to attract and retain clients.

 

EUDA is heavily reliant on uninterrupted running of network and mobile infrastructure and their ability to maintain and scale their technology.

 

A key element of EUDA’s strategy is to generate a significant number of visitors to, and their use of, their apps, websites and platforms. EUDA’s reputation and ability to acquire, retain and serve their clients and members are dependent upon the reliable and uninterrupted performance of their apps and websites and the underlying network infrastructure. EUDA will require an increasing amount of network capacity as their base of consumers and the amount of information shared on their apps and websites continue to grow. EUDA spent and expects to continue to spend substantial amounts on computing, including cloud computing and the related infrastructure, to handle the traffic on their apps and websites. While EUDA believes it has adequate plans to ensure the integrity of their system, the operation of these systems is complex and could result in operational failures. In the event that the traffic of their clients and members exceeds the capacity of their current network infrastructure, or in the event that their base of clients and members or the amount of traffic on their apps and websites grows more faster than anticipated, they may be required to incur significant additional costs to enhance their underlying network infrastructure. Interruptions or delays in these systems, whether due to system failures, computer viruses, physical or electronic break-ins, undetected errors, design faults or other unexpected events or causes, could affect the security or availability of EUDA’s apps and websites and prevent consumers from accessing their apps and websites. If sustained or repeated, these performance issues could reduce the attractiveness of their offerings or lead consumers to view their platform as unreliable, and have a material adverse impact on their reputation. In addition, the costs and complexities involved in expanding and upgrading their systems may prevent them from doing so in a timely manner and may prevent them from adequately meeting the demand placed on their systems. Any internet or mobile platform interruption or inadequacy that causes performance issues, connectivity issues or interruptions in the availability of their apps or websites could reduce consumer satisfaction and result in a reduction in the number of consumers and members using their offerings.

 

EUDA depends on the development and maintenance of the internet and mobile infrastructure. This includes maintenance of reliable internet and mobile infrastructure with the necessary speed, data capacity and security, as well as timely development of complementary offerings, for providing reliable internet and mobile access. Their business, financial condition and results of operations could be materially and adversely affected if the reliability of their internet and mobile infrastructure is compromised.

 

43
 

 

EUDA also relies heavily on third party systems to use, store, analyze, process, handle and transmit confidential, proprietary and commercially sensitive information as well as personally identifiable information and confidential medical information entrusted by their consumers, and confidential medical information entrusted to physicians by patients. Any damage to, or failure of, EUDA’s systems or the systems of their third-party data centers or other third-party providers could result in interruptions to the availability or functionality of their apps and websites. As a result, EUDA could lose consumer data and miss opportunities to acquire and retain consumers, which could result in decreased revenue. If for any reason EUDA’s arrangements with data centers or third-party providers are terminated or interrupted, such termination or interruption could adversely affect their business, financial condition and results of operations. EUDA exercises limited control over these providers, which increases their vulnerability to problems with the services they provide. EUDA could experience additional expenses in arranging for new facilities, technology, services and support. In addition, the failure of their third-party data centers or any other third-party providers to meet their capacity requirements could result in interruption in the availability or functionality of their apps and websites.

 

The satisfactory and up-to-standard performance, reliability and availability of EUDA’s apps, websites, transaction processing systems and technology infrastructure are critical to building high levels of trust with customers and members and their ability to acquire and retain consumers and members, as well as to maintain adequate consumer service levels. EUDA’s revenue depends in part on the number of consumers and members that visit and use their apps and websites in fulfilling their healthcare and wellness needs. Unavailability of their apps or websites could materially and adversely affect consumer perception of their brand. Any slowdown or failure of EUDA’s apps, websites or the underlying technology infrastructure could harm their business, reputation and ability to acquire, retain and serve their members and clients.

 

The occurrence of a natural disaster, power loss, telecommunications failure, data loss, computer virus, an act of terrorism, cyberattack, vandalism or sabotage, act of war or any similar event, or a decision to close their third-party data centers on which they normally operate or the facilities of any other third-party provider without adequate notice or other unanticipated problems at these facilities could result in lengthy interruptions in the availability of EUDA’s apps and websites. If a natural disaster, blackout or other unforeseen event were to occur that disrupted the ability to obtain an internet connection, they may experience a slowdown or delay in their operations. While EUDA has safety measures in place to guard against such occurrences, their disaster recovery and data redundancy plans may be inadequate, and their business interruption insurance may not be sufficient to compensate for the losses that could occur. If any such event were to occur to EUDA’s business, their operations could be impaired and their business, financial condition and results of operations may be materially and adversely affected.

 

EUDA is heavily reliant on uninterrupted running of network and mobile infrastructure for the payment of services, and if there is any issue with the payment system or if there is any network interruption, it could adversely impact EUDA’s operational and financial performance and their reputation.

 

EUDA relies on third party systems to use, store, process, handle and transmit confidential and commercially sensitive information such as payment information entrusted by their clients. If EUDA experiences any disruption to obtain an internet connection for payment, they may experience a slowdown or delay in operations; this could result in a loss of revenue and trust by customers. In addition, an act of terrorism, cyberattack, vandalism or sabotage, which compromises the confidentiality of their clients’ payment information, could subject them to legal actions by clients and impede their ability to retain existing customers or attract new customers. This could result in a loss of revenue and trust by their customers, and have an adverse material effect on their business, financial position and results of operations.

 

However, at present EUDA only works with the top tier-1 market payment providers and is looking to add more of such payment providers as part of their back-up plans to provide uninterrupted payments services to members in case of any issues with existing payment providers.

 

EUDA relies on information technology to operate their business and maintain competitiveness, and must adapt to and continuously evolve and upgrade in tandem with technological developments or industry trends. Any failure to keep pace with technological developments or industry trends, could have a material adverse impact on their business.

 

EUDA’s ability to attract new consumers and increase revenue from their existing consumers depends in large part on their ability to enhance and improve their existing offerings, increase adoption and usage of their offerings, and introduce new features and capabilities. The markets in which they compete are relatively new and continuously transforming and subject to rapid technological advancements, evolving industry standards and regulations, as well as changing consumer needs, requirements and preferences. The success of their business will depend, in part, on their ability to adapt and respond effectively to these changes on a timely manner.

 

44
 

 

As EUDA’s operations grow, they must continuously improve and upgrade their systems and infrastructure while maintaining or improving the reliability and integrity of their infrastructure and technologies. Their future success also depends on the ability to adapt their systems and infrastructure to meet rapidly evolving consumer trends and demands while continuing to improve the performance, features and reliability of their solutions in response to services and offerings of their competitors.

 

EUDA is heavily reliant on information technologies and systems, in particular artificial intelligence and blockchain technology, to recommend products and services to clients as part of their business. Any malfunction in their system and technologies, such as poor or wrong recommendations, could result in a loss of trust by customers regarding the effectiveness of the platform and harm their business, reputation and ability to acquire, retain and serve their consumers.

 

The emergence of alternative platforms such as smartphones and tablets and the emergence of niche competitors who may be able to optimize offerings, services or strategies for such platforms will require new investment in technology and systems. New developments in other areas, such as cloud computing, have made it easier for competition to enter their markets due to lower up-front technology costs. In addition, EUDA may not be able to maintain their existing systems or replace or introduce new technologies and systems as quickly as they would like or in a cost-effective manner. EUDA may not possess the required financial, technological and personnel resources for research and development of new products or services, or the ability to utilize these resources effectively to avoid technological or market obsolescence. Furthermore, technological advances by one or more of EUDA’s competitors or future competitors could also result in their present or future applications and services becoming less competitive or obsolete. If EUDA were unable to enhance their offerings and platform capabilities to keep pace with rapid technological and regulatory change, or if new technologies allows their competitors to offer their products and services more cost efficiently, conveniently or securely, their business, financial condition and results of operations could be adversely affected.

 

If EUDA is not able to develop new competitive and market relevant services that are adopted by clients, or fail to innovate in providing high quality support services required by their clients, their growth prospects, revenues and operating results could be materially and adversely affected.

 

EUDA’s longer-term operating results and revenue growth will depend in part on their ability to successfully develop and sell new services that existing and potentially new clients want and are willing to purchase. EUDA needs to continuously invest significant resources in research and development in order to enhance their existing services and introduce new high-quality services to clients and prospective clients. If EUDA is unable to predict or adapt to changes in user preferences or industry or regulatory changes, or if they are unable to add on or modify their services on a timely basis in response to those changes, clients may not renew their agreements with EUDA, and their services may be perceived as less competitive or somewhat obsolete. If EUDA’s innovations are not responsive to the needs of their clients, are not appropriately timed with market opportunity, or are not effectively brought to market, it could have a material adverse impact on operating results. EUDA’s success also depends on successfully providing high-quality support services to resolve any issues related to their services, as they are important for the successful marketing and sale of their services and for the renewal of existing clients. If EUDA does not help their clients quickly resolve issues and provide effective ongoing support, their ability to sell additional services to existing clients would suffer and their reputation with existing or potential clients would be harmed.

 

EUDA marketing efforts depend significantly on EUDA ability to receive positive references from EUDA existing clients.

 

EUDA’s marketing efforts depend significantly on EUDA’s ability to call upon their current clients and members to provide positive references to new and potential clients. The loss or dissatisfaction of any client, especially long-term clients, could substantially harm their brand and reputation, inhibit widespread adoption of their solutions and services and impair their ability to attract new clients and members and retain existing clients and members. Any of these consequences could lower their annual net dollar retention rate and/or cause loss of future and potential revenue and thereby have a material adverse effect on their business, financial condition and results of operations.

 

45
 

 

EUDA relies on third-party vendors to perform certain services provided on their platform and failure to provide these services adequately could have an adverse effect on their business, results of operations and growth prospects.

 

EUDA relies in part on third-party vendors to perform certain services provided on their platform, including payment, hosting and video streaming, and delivery of certain products and services to their clients. There is no guarantee that these third-party vendors will perform their obligations to EUDA in a timely and cost-effective manner, in compliance with applicable regulations, or in a manner that is in their own and in their clients’ best interests, and thus could have an adverse effect on their reputation and ability to retain and attract clients. There is also no guarantee that these third-party vendors will be able to or continue to provide these services, goods, technology, or intellectual property rights cost efficiently in a manner consistent with EUDA’s business practices, or otherwise discontinue a service important to their continued operations. If EUDA fails to replace these services, goods, technologies, or intellectual property rights in a timely manner or cost-efficiently, their operating results and financial condition could be harmed. If EUDA’s third-party vendors do not perform EUDA’s services at a level acceptable to their clients, or if they are unable to leverage their services to a larger group of clients, it could have an adverse effect on their business, results of operations, and growth prospects.

 

Euda may incur significantly increased costs and devote substantial management time as a result of operating as a public company.

 

As a public company, EUDA will incur significant legal, accounting, listing, hiring of external consultants and advisors related and other expenses that we do not incur as a private company. For example, it will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and will be required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules and regulations subsequently implemented by the SEC and the stock exchange on which their securities will be listed, including the establishment and maintenance of effective disclosure and financial controls, changes in corporate governance practices and required filing of annual, quarterly and current reports with respect to their business and results of operations. EUDA expects that compliance with these requirements will increase their legal and financial compliance costs and will make some activities more time-consuming and costly. In addition, EUDA expects that management and other personnel will need to divert attention from operational and other business matters to devote substantial time to these public company requirements. In particular, they expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act, which will increase when they are no longer an emerging growth company. They may also need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and establish an internal audit function.

 

EUDA also expects that operating as a public company will make it more expensive to obtain director and officer liability insurance and may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. This could also make it more difficult for EUDA to attract and retain qualified people to serve on their board of directors, their board committees or as executive officers.

 

As EUDA continues to expand via opportunities for acquisitions, investments or strategic alliances as a public company, they expect that management and other personnel will need to divert attention from operational and other business matters to ensure the success of these opportunities.

 

EUDA’s proprietary software and platform may not operate properly or in accordance with Clients’ expectations, which could damage their reputation, give rise to legal claims against them or divert precious resources from other purposes, any of which could harm their business, financial condition and results of operations.

 

EUDA’s proprietary application platform provides their clients, members and Providers with the ability to, among other things:

 

  register for their services;
  complete, view and edit medical history;
  request a visit (either scheduled or on demand);
  conduct a visit to a healthcare professional (via video or phone);
  manage electronic claims for EUDA’s services;
  register for mental wellness related options and services;
  utilize lifestyle related services; and
  register for nutrition, exercises and other similar services and options.

 

46
 

 

Given the different services and solutions that EUDA provides, development and updating of the proprietary software is resource intensive and complex and may involve unforeseen difficulties. EUDA may encounter technical obstacles during the development and updating stages and may encounter additional problems even as it is in service. EUDA is currently implementing such software to several of their new applications and services. If their solution does not function reliably or fails to achieve clients’ and members’ expectations in terms of performance, clients could assert liability claims against us or attempt to cancel their contracts, which could damage their reputation and impair their ability to attract or maintain clients.

 

EUDA’s sales and implementation cycle can be long and unpredictable and requires considerable time and expenses, which may cause EUDA’s results of operations to fluctuate.

 

The sales cycle for EUDA’s solutions from initial contact with a potential lead to contract execution and implementation, varies widely from client to client. Some of EUDA’s clients undertake a significant and prolonged evaluation process to determine whether their services and solutions meet their unique healthcare needs, which frequently involves evaluation of not only EUDA’s solutions but also an evaluation of those of EUDA’s competitors, which is a process that has in the past resulted in extended sales cycles. EUDA’s sales efforts involve educating clients about the use, technical capabilities and potential benefits of their solution. Moreover, EUDA’s large enterprise clients often begin to deploy their solution on a limited basis, but nevertheless demand extensive configuration, integration services and pricing concessions, which increases EUDA’s upfront investment in the sales effort with no guarantee that these clients will deploy their solution widely enough across their organization to justify the substantial upfront investments.

 

It is possible that in the future EUDA may experience even longer sales cycles, more complex client needs, higher upfront sales costs and less predictability in completing some of their sales as EUDA continues to grow their direct sales force, expand into new territories and market additional applications and services. If EUDA’s sales cycle lengthens or their substantial upfront sales and implementation investments do not result in sufficient sales to justify their investments, it could have a material adverse effect on EUDA’s business, financial condition and results of operations.

 

EUDA may not successfully develop technology to complement its service lines.

 

EUDA relies heavily on the use of technology that it has created or plans to create by itself or with other third parties. If EUDA’s technology solutions do not work as planned, or do not meet or continue to meet the level of quality required by EUDA, its clients or regulators, it may cause the service to be less efficient, more expensive and potentially prone to more errors, thereby reducing the positive effects EUDA seeks to make available to its clients through the adoption of these technologies. If EUDA is unable to successfully develop and/or evolve the technology required to complement its service lines, then that may adversely materially impact their business, financial condition and results of operations.

 

Future sales and business to clients based in different countries or EUDA’s international operations may expose us to risks inherent in international sales that, if realized, could adversely affect their business.

 

EUDA is currently operating in Singapore and could further expand to more countries. EUDA may require significant resources and management attention for such international expansion, which will subject EUDA to differing regulatory, economic and political risks. EUDA’s international expansion efforts may not be successful in creating demand for EUDA’s products and services outside of Southeast Asian region, or in effectively selling their solutions in the international markets they may enter, due to their limited experience with these international operations. In addition, EUDA will face risks in doing business internationally that could adversely affect their business, including, but not limited to, the following:

 

  the need to localize and adapt EUDA’s solutions for each specific countries they seek to expand into, including translation into foreign languages and associated expenses;

 

  the different data privacy laws of the various jurisdictions EUDA operates;
  difficulties in staffing and managing foreign operations;
  contrasting pricing environments, longer payment cycles and collections issues;
  exposure to new and multiple sources of competition;
  laws and business practices favoring local competitors and trade partners;
  complexity of various governmental laws and regulations, including employment, healthcare, tax, privacy and data protection laws and regulations;
  increased financial accounting and reporting burdens and complexities;
  restrictions on fund transfers;
  Foreign exchange risks from fluctuations in value of currencies;
  adverse tax consequences; and the
  unstable economic and political conditions of the economies EUDA operates.

 

47
 

 

EUDA relies on third-party platforms such as the Apple App Store and Google Play App Store, to distribute their platform and offerings.

 

EUDA’s apps are accessed and operated through third-party platforms or marketplaces, including the Apple App Store and Google Play App Store, which also serve as significant online distribution platforms for their apps. As such, EUDA depends on continued relationships with these providers and any other emerging platform providers that are widely adopted by consumers for the expansion and prospects of their business and apps. EUDA is subject to the standard terms and conditions that these providers have for all application developers that govern the content, promotion, distribution and operation of apps on their platforms or marketplaces, which the providers can change unilaterally on short or no notice.

 

EUDA’s business would be harmed if these changes were to: prevent or limit EUDA’s access to the platforms; cause a decline in popularity among their users; modify algorithms or communication channels available to developers; change respective terms of service or other policies; increase applicable fees charged by them to providers; or require EUDA to modify or update their apps and technology to ensure compatibility and access for the platform’s users.

 

If alternative providers increase in popularity, EUDA also could be adversely impacted if they fail to create compatible versions their apps in a timely manner, or if they fail to establish a relationship with such alternative providers. If EUDA’s providers do not perform their obligations in accordance with their platform agreements, EUDA could be adversely impacted.

 

In the past, some of these platforms or marketplaces have been unavailable for short periods of time. An occurrence of such similar events, or if their users encounter issues that impact their ability to download or access their apps and other information, it could have a material adverse effect on EUDA’s brand and reputation, as well as their business, financial condition and operating results.

 

Management/ Employees

 

EUDA’s success is dependent on the performance of key personnel, skills dependencies and ability to continuously attract and retain relevant talent. If they fail to achieve any of these then their business and financial performance could be adversely impacted.

 

EUDA is reliant on the services of senior management and other key personnel to maintain their competitive position in the digital health market. In addition, EUDA’s future success depends on their ability to continue attracting, developing, motivating and retaining highly qualified and skilled employees. EUDA’s success also depends, to a significant extent, on the continued services of the individual members of the management team, who have substantial experience in the industries and in the different jurisdictions in which they operate. As competition for qualified individuals in the industry could intensify, EUDA may incur significant costs to attract and replace them. In addition, EUDA’s loss of any of their senior management or other key employees on their inability to recruit and develop mid-level managers could materially and adversely affect their ability to execute their business plan and inability to find adequate replacements. All of EUDA’s employees are at-will employees, meaning that they may terminate their employment relationship at any time, and their knowledge of their business and industry would be extremely difficult to replace. If EUDA fails to retain talented senior management and other key personnel, or if they do not succeed in attracting well-qualified employees or retaining and motivating existing employees, their business, financial condition and results of operations may be materially adversely affected. There can be no assurance that any management team member will remain with EUDA. Any loss of the services of key members of the management team could have a material adverse effect on their business and operations.

 

EUDA may encounter misconduct by certain employee/s that may incur losses or loss of business and may impact their business and financial performance adversely.

 

In EUDA’s normal course of business, there is a risk of misconduct by certain employee or employees. The misconduct can be for financial or other gain, malicious reasons or to conceal operational issues, financial losses or regulatory and compliance breaches, and the misconduct also includes employee fraud.

 

Due to an employee or employees acting inappropriately, illegally or negligently in breach of laws and regulations, approved policies, procedures and/or generally accepted business and community standards, employee misconduct may impact us adversely by leading to:

 

  additional costs and resources to rectify the misconduct;
  damage to reputation and damage to their brand;
  loss of trust and confidence from their members and clients;
  loss of business due to termination scaling down of their services and solutions from clients;
  loss of potential future business and clients;
  legal and related costs;

 

48
 

 

  loss of trust from their partners and vendors;
  additional costs related to audit and internal checks; and
  other relevant negative repercussions.

 

If one or more of EUDA’s key personnel are unable to discharge their duties properly, or in the best interest of EUDA, that may impact EUDA’s business and financial performance adversely.

 

If for any reason, one or more of EUDA’s employees are unable to discharge their duties properly or in the best interest of EUDA, that may have an adverse impact on EUDA’s reputation and their brand and their attractiveness to bring in talent; EUDA may as result incur some costs or losses and there is potential that they will lose revenue or future revenue. Although it is EUDA’s endeavor to ensure that all of their employees work to their full potential and in a harmonious manner within their organization, there are always risks associated with one or more employees not discharging their duties properly and going unnoticed for a period of time, impacting EUDA adversely. Such acts by certain employees may cause employees to lose trust in each other, give rise to conflicts between employees, and failure to meet their responsibilities. Consequently, EUDA’s business may lose revenue and miss out on potential opportunities. Moreover, in other scenarios, it may even result in lawsuits, defamation, or similar negative outcomes. Such cases may require sanctions from the senior management of EUDA leading up to and including termination of employment.

 

Financial

 

EUDA may be subjected to changes in accounting standards and certain interpretations, which if changed could have material adverse impact on investor confidence.

 

The US GAAP standards are outside the control of EUDA, and may introduce new or refined standards in the coming years, which may affect future estimations and recognition of key income statement and balance sheet items. Existing interpretations may change as well, which could have material adverse effect on investor confidence and, as a result, EUDA’s stock price.

 

If EUDA is unable to remediate material weaknesses in their financial reporting, this may cause investors to lose confidence in EUDA’s reported financial information and adversely affect their business and stock price.

 

In the future, there may arise material weaknesses in EUDA’s internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of EUDA’s annual, quarterly or interim financial statements will not be prevented or detected on a timely basis. If EUDA is unable to remediate these material weaknesses as and when they arise, or if they fail to identify additional significant material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, EUDA may not be able to accurately or timely report their financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, their stock price.

 

A misstatement in accounts or disclosures could arise upon an occurrence of any material weakness, which would result in a material misstatement to the annual financial statements that would not be prevented or detected.

 

While EUDA continuously implements measures to improve internal controls over financial reporting and remediate any issues that may arise that could potentially lead to the material weaknesses, EUDA cannot guarantee a non-occurrence of such incidents.

 

EUDA may be unable to provide guidance of their future performance accurately, including forecast of revenue and expenses, and this could adversely impact the confidence of the investors in us.

 

EUDA’s current and future expense levels are based on their operating forecasts and estimates of future income. Income and results of operations are difficult to forecast because they generally depend on the number and timing of consumers using their platform, signing up for a subscription or using the services provided by their digital health platform, which are uncertain. EUDA’s business is also affected by the global general economic and business conditions, including the impact of COVID-19. A softening in income, whether caused by changes in consumer preferences or a weakening in global economies, may result in decreased revenue levels. As such, EUDA may be unable to adjust their spending effectively and efficiently to compensate for any unexpected shortfall in income, which could result in lower net income or greater net loss in a given period than expected. This may impede their ability to provide an accurate estimation of future revenue and expenses, and that may adversely impact investor confidence.

 

49
 

 

EUDA’s use of accounting estimates involves judgment and potentially ineffective internal controls, which could adversely impact their financial, business and operating results.

 

The methods, estimates, and judgments that they use in applying accounting policies have a significant impact on EUDA’s results of operations. For more information on EUDA’s critical accounting policies and estimates, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note x to their consolidated financial statements which is included in this prospectus. These methods, estimates, and judgments are subject to significant risks, uncertainties, and assumptions, and changes could affect their results of operations for particular periods. In addition, EUDA’s internal control over financial reporting may not prevent or detect misstatements because of the inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. Even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of EUDA’s consolidated financial statements.

 

EUDA may require additional funding either through debt or equity to support the growth of their business, which may not be available on acceptable terms, or at all, and thus may adversely impact EUDA’s business, financial condition, results of operations and growth potential.

 

EUDA’s operations have consumed substantial funds since inception, and they intend to continue to make significant investments to support their business growth, respond to business challenges or opportunities, develop new applications and services, enhance existing solution and services, enhance operating infrastructure and potentially acquire complementary businesses and technologies. EUDA may seek to use equity or debt financings for additional funds to finance growth initiatives; if they raise additional funds through further issuances of equity or convertible debt securities, existing stockholders could suffer significant dilution, and any new equity securities issued could have rights, preferences and privileges superior or similar to those of holders of Ordinary Shares. EUDA could also face additional restrictive covenants relating to capital-raising activities and other financial and operational matters if they were to secure additional funds from such financing methods, which may make it more difficult for EUDA to obtain additional capital and to pursue business opportunities, including potential acquisitions. In addition, EUDA may not be able to obtain additional financing on commercially reasonable terms, if at all, especially during times of economic uncertainty, while failure to obtain sufficient funding in a timely manner could result in a delay and indefinite postponement of their plans. If EUDA is unable to obtain adequate financing or financing on terms satisfactory to us, it could have a material adverse effect on EUDA’s business, financial condition and results of operations.

 

EUDA may acquire other companies or technologies, which could divert management’s attention, result in dilution to stockholders and otherwise disrupt operations; this may create difficulty for us in integrating any such acquisitions successfully or realizing the anticipated benefits, as a result from a materially adverse impact on their business, financial condition and results of operations.

 

EUDA may in the future seek to acquire or invest in businesses, applications and services or technologies they believe could complement or expand existing solutions, enhance their technical capabilities or otherwise offer growth opportunities. The pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating, necessary due diligence and pursuing suitable acquisitions, whether or not they materialize.

 

In addition, EUDA has limited experience in acquiring other businesses. If EUDA acquires additional businesses, they may not be able to integrate the acquired personnel, operations, culture and technologies successfully, or effectively manage the combined business following the acquisition. EUDA also may not achieve the anticipated benefits from the acquired business due to a number of factors, including, but not limited to:

 

  inability to integrate or benefit from acquired technologies or services in a profitable manner;
  unanticipated costs or liabilities associated with the acquisition like additional corporate finance costs, due diligence costs, legal costs, advisory costs and other costs;
  deriving the expected synergies from the acquisition;
  inability to get the desired rate of return or return on investment or expected performance;
  difficulty integrating the accounting systems, operations and personnel of the acquired business;
  difficulties and additional expenses associated with supporting legacy products and hosting infrastructure of the acquired business;
  difficulty converting the clients of the acquired business onto their platform and contract terms, including disparities in the revenue, licensing, support or professional services model of the acquired company;
  diversion of management’s attention from other business concerns;
  adverse effects to their existing business relationships with business partners and clients as a result of the acquisition;
  the potential loss of key employees;

 

50
 

 

  use of resources that are needed in other parts of their business; and
  use of substantial portions of their available cash to consummate the acquisition.

 

In addition, a significant portion of the purchase price of companies EUDA may acquire may be allocated to acquired goodwill and other intangible assets, which must be assessed for impairment at least annually. In the future, if EUDA’s acquisitions do not yield expected returns, they may be required to take charge of their results of operations based on this impairment assessment process, which could adversely affect EUDA’s results of operations. These acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect EUDA’s results of operations. In addition, if an acquired business fails to meet expectations, EUDA’s business, financial conditions and results of operations may suffer.

 

EUDA’s quarterly results may fluctuate significantly, which could adversely impact the value of their Ordinary Shares and may impact adversely on how investors view them.

 

EUDA’s quarterly results of operations, including their revenue, gross margin, net loss/profit, EBITDA, financial position and cash flows, has varied and may vary significantly in the future, and period-to-period comparisons of results of operations may or may not be meaningful as a result of these fluctuations. EUDA’s operating revenues may fluctuate as a function of changes in supply and demand for the various services. In connection with new assignments and sales, the Company might incur expenses relating to the preparation for operations under a new contract. The expenses may vary based on the scope and length of such required preparations.

 

Accordingly, EUDA’s quarterly results should not be relied upon as an indication of future performance as they may fluctuate as a result of a variety of factors, many of which are outside of their control, including, without limitation, the following:

 

  the addition or loss of large clients, including through acquisitions or consolidations of such clients;
  the failure to predict success of government contracts and tenders and the time it requires to materialize those;
  the timing of recognition of revenue, including possible delays in the recognition of revenue;
  the amount of operating expenses related to the maintenance and expansion of EUDA’s business, operations and necessary infrastructure;
  the amount of additional services and solutions that their members utilize on their platforms during the period;
  the ability to effectively manage the size and composition of EUDA’s proprietary network of healthcare professionals relative to the level of demand for services from EUDA’s clients and members;
  the success of introductions of new applications and services by us or their competitors or any other change in the competitive dynamics of EUDA’s industry, including consolidation among competitors, clients or strategic partners;
  Client renewal rates and the timing and terms of client renewals;
  the mix of products and services sold; and
  the expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment of goodwill from acquired companies.

 

EUDA is particularly subject to fluctuations in quarterly results of operations because the costs associated with entering into client contracts are generally incurred up front, while as they generally recognize revenue over the term of the contract. A substantial portion of their revenue in any given quarter is derived from contracts entered into with clients during previous quarters, and a decline in new or renewed contracts in any one quarter may not be fully reflected in their revenue for that quarter. Such declines, however, would negatively affect EUDA’s revenue in future periods and the effect of significant downturns in sales of and market demand for their solution, and potential changes in rate of renewals or renewal terms, may not be fully reflected in EUDA’s results of operations until future periods. Further, EUDA’s subscription model also makes it difficult for EUDA to rapidly increase total revenue through additional sales in any period, with the exception of the first quarter during peak benefits enrolment, as revenue from new clients must be recognized over the applicable term of the contract. Accordingly, the effect of industry impacts to their business or changes EUDA experiences in their new sales may not be reflected in their short-term results of operations, and any fluctuation in EUDA’s quarterly results may not accurately reflect the underlying performance of their business and could cause a decline in the trading price of their Ordinary Shares and impact investor confidence.

 

The estimates of market opportunity and forecasts of market growth included herein may prove to be inaccurate, even materially so.

 

Market opportunity estimates and growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The estimates and forecasts in this prospectus relating to the size and expected growth of the health-tech and digital health market may prove to be inaccurate. Even if the market in which EUDA competes meets their size estimates and forecasted growth, EUDA’s business could fail to grow at similar rates, if at all.

 

51
 

 

EUDA could incur significant upfront costs in client acquisitions and relationships, and if they are unable to maintain and grow these client relationships over time, EUDA is likely to fail to recover these costs or major part of it, which could have a material adverse effect on their business, financial condition and results of operations.

 

EUDA derives most of their revenue from additional services required from clients and subscription access fees. The costly initial upfront investment of their business model and the recognition of associated revenue on a ratable basis renders us substantially dependent on achieving economies of scale. Additionally, EUDA devotes significant resources to establish relationships with their clients and implement solution and related services. Accordingly, EUDA’s results of operations will substantially depend on their ability to deliver a successful experience for both clients and members and continue maintaining and growing their relationship with us. EUDA’s client acquisition costs could also increase faster than their-up of recurring revenue as their business continues to grow and expand, and EUDA may be unable to reduce total operating costs through economies of scale such that they are unable to achieve desirable profitability. If EUDA fails to achieve appropriate economies of scale or fails to manage or anticipate the evolution and in future periods, demand, of the subscription access fee model, their business, financial condition and results of operations could be materially adversely affected.

 

Reputational

 

Inaccurate or incomplete information and data provided to EUDA’s clients through their platform could adversely impact their business reputation, financial condition, and results of operations.

 

The healthcare and digital health industries are highly data-driven, and EUDA aggregates, processes, and analyzes healthcare-related data and information for use by their clients. As the healthcare industry faces the issue of data fragmentation, inconsistency, and incompletion, the overall quality of data received is often poor while the degree or amount of data which is knowingly or unknowingly absent or omitted can be material. EUDA could also encounter data issues and errors during their data integrity checks. If the analytical data that they provide to their clients and members are based on incorrect or incomplete data or if they make mistakes in the capture, input, or analysis of these data, EUDA’s reputation may suffer and their ability to attract and retain clients may be materially harmed.

 

In addition, EUDA assists clients with the management and submission of data to governmental entities. These processes and submissions are governed by complex data processing and validation policies and regulations, and may expose EUDA to liabilities regarding storage, handling, submission, delivery, or display of health information or other data that was wrongful or erroneous if they fail to adhere to the policies and regulations. Although EUDA maintains insurance coverage, this coverage may prove to be inadequate or could cease to be available to us on acceptable terms, if at all. EUDA could incur substantial costs and diversion of management time, attention, and resources even if such claims are unsuccessful. A claim brought against EUDA that is uninsured or under-insured could harm EUDA’s business, financial condition, and results of operations.

 

If EUDA fails to maintain brand awareness economically, business might suffer, and it could adversely impact their operational and financial performance.

 

Maintaining awareness of EUDA’s brand in an economical manner is critical for the promotion of existing services and is an important element in attracting new clients and in attracting and retaining qualified employees. EUDA’s future growth is also expected to be driven by word of mouth accompanied by enhanced brand awareness. As EUDA seeks to differentiate themselves from their competitors, the success of brand awareness initiatives is crucial, which will depend largely on the effectiveness of marketing efforts and on the ability to provide reliable and useful services at competitive prices.

 

Additionally, clients might not associate the different brands they own under the broader umbrella of the EUDA brand. For example, customers might not associate a EUDA service as being under the EUDA brand or related to it, which may result in losing integration benefits to their competitors.

 

Moreover, third parties’ use of trademarks or similar branding could materially harm EUDA’s business or result in litigation and other costs. If EUDA fails to successfully maintain their brand or lower customer acquisition costs to maintain their brand, EUDA may fail to attract enough new clients or retain existing clients to the extent necessary to realize a sufficient return on brand-building efforts, and their business and ability to attract and retain qualified employees could suffer, and thus adversely impact their operational and financial performance.

 

52
 

 

If EUDA cannot implement their solution for clients or resolve any technical issues in a timely manner, they may lose clients and their reputation may be harmed, and which may adversely impact their operational and financial performance.

 

EUDA’s clients utilize a variety of data formats, applications and infrastructure and their solution must support their clients’ data formats and integrate with complex enterprise applications and infrastructures. EUDA could incur additional expenses to ensure their platform is compatible to support clients’ or members’ data or integrate with their existing applications and infrastructure. Additionally, EUDA does not control their clients’ implementation schedules and could face a delay in implementation if their clients do not allocate the necessary resources to meet their implementation responsibilities or if they face unanticipated implementation difficulties. If the client implementation process is not executed successfully or if execution is delayed, EUDA could incur significant costs, clients could become dissatisfied and decide not to continue utilization of their solution or not to implement their solution beyond an initial period prior to their term commitment. Moreover, competitors with more efficient operating models with lower implementation costs could potentially jeopardize client relationships.

 

EUDA’s clients and members depend on support services to resolve technical issues relating to their solution and services, and they may be unable to respond quickly enough to accommodate short-term increases in member demand for support services, particularly as they increase the size of their client and membership bases. EUDA also may be unable to modify the format of their support services to compete with changes in support services provided by competitors. It is difficult to predict member demand for technical support services, and if member demand increases significantly, EUDA may be unable to provide satisfactory support services to their members. Further, if EUDA is unable to address member needs in a timely fashion or further develop and enhance their solution, or if a client or member is not satisfied with the quality of work performed by EUDA or with the technical support services rendered, EUDA could incur additional costs to address the situation or be required to issue credits or refunds for amounts related to unused services, their profitability may be impaired and clients’ dissatisfaction with their solution could damage their ability to expand the number of applications and services purchased by such clients. These clients may not renew their contracts, seek to terminate their relationship or renew on less favorable terms. Moreover, negative publicity related to client relationships, regardless of its accuracy, may further damage EUDA’s business by affecting their reputation or ability to compete for new business with current and prospective clients. If any of these were to occur, EUDA’s revenue may decline, and their business, financial condition and results of operations could be adversely affected.

 

Risks Related to Intellectual Property

 

EUDA may be unable to establish, maintain, protect and enforce their intellectual property and proprietary rights or prevent third parties from making unauthorized use of their technology.

 

EUDA’s business depends on proprietary technology and content, including software, processes, databases, confidential information and know-how, the protection of which is crucial to the success of their business. Euda relies on a combination of trademark, patent, copyright, domain name and trade secret-protection laws, in addition to confidentiality agreements and other practices to protect their brands, proprietary information, technologies and processes.

 

EUDA’s most material trademark asset is the registered trademark “EUDA”. EUDA’s trademarks are valuable assets that support their brand and consumers’ perception of their offerings. EUDA also holds the rights to the “EUDA” internet domain name, which is subject to internet regulatory bodies and trademark and other related laws of each applicable jurisdiction. If EUDA is unable to protect their trademarks or domain names in Singapore or in other jurisdictions in which they operate, or may ultimately operate in, their brand recognition and reputation would suffer, they would incur significant re-branding expenses and their operating results could be adversely impacted. EUDA is also looking to apply for relevant patents, including those related to artificial intelligence, for radiology in the future. EUDA’s potential future patents that they have applied for and those that EUDA may apply for in the future, may not provide EUDA with competitive advantages, may be of limited territorial reach and may be held invalid or unenforceable if successfully challenged by third parties, and their patent applications may never be issued. There can be no assurance that these patents that maybe issued to us in the future will adequately protect their intellectual property or withstand a legal challenge, given the uncertainty of the legal standards relating to the validity, enforceability, and scope of protection of patent and other intellectual property rights. Their limited patent protection may restrict their ability to protect their technologies and processes from competition. It is also possible that third parties, including their competitors, may obtain patents relating to technologies that overlap or compete with their own technology. If third parties obtain patent protection with respect to such technologies and assert that EUDA’s technology infringes their patents, they may face additional expenses in the form of licensing fees or infringement from use of similar technology.

 

53
 

 

EUDA may be unable to continue the use of their trademarks, trade names or domain names, or prevent third parties from acquiring and using trademarks, trade names and domain names that infringe on, are similar to, or otherwise decrease the value of their brands, trademarks or service marks, which may adversely impact their reputation, operational performance and financial performance.

 

The registered or unregistered trademarks or trade names that EUDA owns may be challenged, infringed, circumvented, declared generic or determined to be infringing on or dilutive of other trademarks. EUDA may not be able to protect their rights in these trademarks and trade names, which are needed for building brand and name recognition with potential consumers and partners. In addition, third parties may file for registration of trademarks similar or identical to their trademarks in the future, which, if obtained, may restrict EUDA’s ability to build brand identity and possibly lead to market confusion. If EUDA succeeds in registering or developing common law rights in such trademarks, and if EUDA is not successful in challenging such third-party rights, EUDA may not be able to use these trademarks to develop brand recognition of their technologies, solutions or services. In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of their registered or unregistered trademarks or trade names. If EUDA is unable to establish or protect their trademarks and trade names, or if they are unable to build name recognition based on their trademarks and trade names, EUDA may not be able to compete effectively, which could harm their competitive position, business, financial condition, results of operations and prospects.

 

Potential future patents covering EUDA’s offerings and services could be found invalid or unenforceable if challenged, which could adversely impact their reputation, operational performance and financial performance.

 

The issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability. Given EUDA is in the process of applying for patents, and will look to apply for more patents in the future, some of their patents or patent applications (including licensed patents) may be challenged in opposition, derivation, re-examination, inter-parties review, post-grant review or interference. Any successful third-party challenge to EUDA’s patents in this or any other proceeding could result in the unenforceability or invalidity of such patents, which may lead to increased competition, which could harm their business and financial performance. In addition, companies could be dissuaded from collaborating with them to license, develop or commercialize current or future offering candidates if the breadth or strength of protection provided by their patents and patent applications are threatened, regardless of the outcome.

 

Risks Related to 8i’s Business and Business Combination

 

8i will be forced to liquidate the Trust Account if it cannot consummate a business combination by the date that is 12 months from the closing of the IPO, or November 24, 2022 (or May 24, 2023, if extended by the full amount of time allowed under its Current Charter). In the event of a liquidation, 8i’s public shareholders will receive $10.00 per share and the 8i Warrants and Rights will expire worthless.

 

If 8i is unable to complete a business combination by the date that is 12 months from the closing of the IPO, or November 24, 2022 (or May 24, 2023, if extended by the full amount of time allowed under its Current Charter), and is forced to liquidate, the per-share liquidation distribution will be $10.00. Furthermore, holders of 8i warrants or rights will not receive any of such funds with respect to their warrants or rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants or rights. 8i warrants or rights will expire worthless as a result of 8i’s failure to complete a business combination.

 

We do not have a specified maximum redemption threshold in our Current Charter. The absence of such a redemption threshold may make it possible for us to complete a Business Combination with which a substantial majority of our public shareholders may redeem their Public Shares.

 

Our Current Charter does not provide a specified maximum redemption threshold, except that we will not redeem our Public Shares in an amount that would cause 8i’s net tangible assets to be less than $5,000,001 upon consummation of our initial business combination (such that we are not subject to the SEC’s “penny stock” rules). As a result, we may be able to complete our Business Combination even though a substantial portion of our public shareholders have redeemed their Public Shares.

 

In the event the aggregate cash consideration we would be required to pay for all Ordinary Shares that are validly submitted for redemption would cause 8i’s net tangible assets to be less than $5,000,001 upon consummation of our initial business combination, we may not complete the Business Combination or redeem any shares, all Public Shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

 

54
 

 

There is no guarantee that a shareholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account will put the shareholder in a better future economic position.

 

We can give no assurance as to the price at which a shareholder may be able to sell its Public Shares in the future following the completion of the Business Combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in our share price, and may result in a lower value realized now than a shareholder of 8i might realize in the future had the shareholder not redeemed its shares. Similarly, if a shareholder does not redeem its shares, the shareholder will bear the risk of ownership of the Public Shares after the consummation of the Business Combination, and there can be no assurance that a shareholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement. A shareholder should consult the shareholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

 

You must tender your Ordinary Shares in order to validly seek redemption at the Meeting of shareholders.

 

In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to AST or to deliver your Ordinary Shares to American Stock Transfer & Trust Company (“AST”) electronically using DTC’s DWAC (Deposit/Withdrawal At Custodian) System, in each case at least two business days before the Meeting. The requirement for physical or electronic delivery ensures that a redeeming holder’s election to redeem is irrevocable once the Business Combination is consummated. Any failure to observe these procedures will result in your loss of redemption rights in connection with the vote on the Business Combination.

 

If third parties bring claims against 8i, the proceeds held in trust could be reduced and the per-share liquidation price received by 8i’s shareholders may be less than $10.00.

 

8i’s placing of funds in trust may not protect those funds from third party claims against 8i. Although 8i has received from many of the vendors, service providers (other than its independent accountants) and prospective target businesses with which it does business executed agreements waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of 8i’s public shareholders, they may still seek recourse against the Trust Account. Additionally, a court may not uphold the validity of such agreements. Accordingly, the proceeds held in trust could be subject to claims which could take priority over those of 8i’s public shareholders. If 8i liquidates the Trust Account before the completion of a business combination and distributes the proceeds held therein to its public shareholders, the Sponsor has contractually agreed that it will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us, but only if such a vendor or prospective target business does not execute such a waiver. However, 8i cannot assure you that they will be able to meet such obligation. Therefore, the per-share distribution from the Trust Account for our shareholders may be less than $10.00 due to such claims.

 

Additionally, if 8i is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in 8i’s bankruptcy estate and subject to the claims of third parties with priority over the claims of its shareholders. To the extent any bankruptcy claims deplete the Trust Account, 8i may not be able to return $10.00 to our public shareholders.

 

Any distributions received by 8i shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, 8i was unable to pay its debts as they became due in the ordinary course of business.

 

8i’s Current Charter provides that it will continue in existence only until the date that is 12 months from the closing of the IPO, or November 24, 2022 (or for a total of up to 18 months, or May 24, 2023, if extended by the full amount of time allowed under its Current Charter). If 8i is unable to consummate a transaction within the required time period, upon notice from 8i, the trustee of the Trust Account will distribute the amount in its Trust Account to its public shareholders. Concurrently, 8i shall pay, or reserve for payment, from funds not held in trust, its liabilities and obligations, although 8i cannot assure you that there will be sufficient funds for such purpose. If there are insufficient funds held outside the Trust Account for such purpose, the Sponsor has contractually agreed that, if it liquidates prior to the consummation of a business combination, it will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by 8i for services rendered or contracted for or products sold to it, but only if such a vendor or prospective target business does not execute such a waiver. However, we may not properly assess all claims that may be potentially brought against us. As such, our shareholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our shareholders may extend well beyond the third anniversary of the date of distribution. Accordingly, third parties may seek to recover from our shareholders amounts owed to them by us.

 

55
 

 

If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our shareholders. In addition, our Board may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.

 

If 8i’s due diligence investigation of EUDA was inadequate, then shareholders of 8i following the Business Combination could lose some or all of their investment.

 

Even though 8i conducted a due diligence investigation of EUDA, it cannot be sure that this diligence uncovered all material issues that may be present inside EUDA or its business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of EUDA and its business and outside of its control will not later arise.

 

Shareholder litigation and regulatory inquiries and investigations are expensive and could harm 8i’s business, financial condition and operating results and could divert management attention.

 

In the past, securities class action litigation and/or shareholder derivative litigation and inquiries or investigations by regulatory authorities have often followed certain significant business transactions, such as the sale of a company or announcement of any other strategic transaction, such as the Business Combination. Any shareholder litigation and/or regulatory investigations against 8i, whether or not resolved in 8i’s favor, could result in substantial costs and divert 8i’s management’s attention from other business concerns, which could adversely affect 8i’s business and cash resources and the ultimate value 8i’s shareholders receive as a result of the Business Combination.

 


The Initial Shareholders who own Ordinary Shares and Private Units will not participate in liquidation distributions and, therefore, they may have a conflict of interest in determining whether the Business Combination is appropriate.

 

As of the Record Date, the Initial Shareholders owned an aggregate of 2,156,250 Ordinary Shares (not including the 292,250 shares underlying the Private Units), which will be transferred at the closing of the Business Combination. They have waived their right to redeem these shares, or to receive distributions with respect to these shares upon the liquidation of the Trust Account if 8i is unable to consummate a business combination. Based on a market price of $9.91 per Ordinary Share on July 22, 2022, the value of these shares was approximately $21.4 million. The Ordinary Shares and Private Units acquired prior to the IPO will be worthless if 8i does not consummate a business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting EUDA as a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of the Business Combination are appropriate and in 8i’s public shareholders’ best interest.

 

8i is requiring shareholders who wish to redeem their Public Shares in connection with a proposed business combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.

 

8i is requiring shareholders who wish to redeem their Ordinary Shares to either tender their certificates to AST or to deliver their shares to AST electronically using the DTC’s DWAC (Deposit/Withdrawal At Custodian) System at least two business days before the Meeting. In order to obtain a physical certificate, a shareholder’s broker and/or clearing broker, DTC and AST will need to act to facilitate this request. It is 8i’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from AST. However, because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical share certificate. While we have been advised that it takes a short time to deliver shares through the DWAC System, we cannot assure you of this fact. Accordingly, if it takes longer than 8i anticipates for shareholders to deliver their Ordinary Shares, shareholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their Ordinary Shares.

 

8i will require its public shareholders who wish to redeem their Public Shares in connection with the Business Combination to comply with specific requirements for redemption described above, such redeeming shareholders may be unable to sell their securities when they wish to in the event that the Business Combination is not consummated.

 

If 8i requires public shareholders who wish to redeem their Public Shares in connection with the proposed Business Combination to comply with specific requirements for redemption as described above and the Business Combination is not consummated, 8i will promptly return such certificates to its public shareholders. Accordingly, investors who attempted to redeem their Public Shares in such a circumstance will be unable to sell their securities after the failed Business Combination until 8i has returned their securities to them. The market price for our Ordinary Shares may decline during this time and you may not be able to sell your securities when you wish to, even while other shareholders that did not seek redemption may be able to sell their securities.

 

56
 

 

If 8i’s security holders exercise their registration rights with respect to their securities, it may have an adverse effect on the market price of 8i’s securities.

 

8i’s Initial Shareholders are entitled to make a demand that it register the resale of their Founder Shares at any time after the consummation of the business combination. Additionally, our Initial Shareholders, officers and directors are entitled to demand that 8i register the resale of the shares underlying any securities our Initial Shareholders, officers, directors or their affiliates may be issued in payment of working capital loans made to us at any time after 8i consummates a business combination. If such persons exercise their registration rights with respect to all of their securities, then there will be an additional 2,448,500 Ordinary Shares (not including the 80,000 Ordinary Shares underlying the Private Units that may be issued upon conversion of the promissory notes held by Mr. Meng Dong (James) Tan, our Chief Executive Officer) eligible for trading in the public market. The presence of these additional Ordinary Shares trading in the public market may have an adverse effect on the market price of 8i’s securities.

 

Furthermore, all outstanding Public Warrants will continue to be outstanding following the Business Combination notwithstanding the actual redemptions. An aggregate value of our outstanding Warrants of approximately $1.8 million (based on the closing price of the Warrants of $0.20 on the Nasdaq Global Market as of July 22, 2022) may be retained by the redeeming shareholders assuming maximum redemptions. The potential for the issuance of a substantial number of Ordinary Shares upon exercise of these Warrants could make the Combined Company less attractive to investors. Any such issuance will increase the number of issued and outstanding Ordinary Shares and reduce the value of the outstanding Ordinary Shares. The outstanding Warrants could have the effect of depressing the per share price of the Combined Company. See “- Ownership of the Post-Business Combination Company After the Closing” for a summary of the book value of ordinary shares following the Business Combination under various redemption scenarios.

 

If the Business Combination’s benefits do not meet the expectations of financial or industry analysts, the market price of 8i’s securities may decline.

 

The market price of 8i’s securities may decline as a result of the Business Combination if:

 

● 8i does not achieve the perceived benefits of the Business Combination as rapidly as, or to the extent anticipated by, financial or industry analysts; or

 

● The effect of the Business Combination on the financial statements is not consistent with the expectations of financial or industry analysts.

 

Accordingly, investors may experience a loss as a result of decreasing share prices.

 

8i’s directors and officers may have certain conflicts in determining to recommend the Share Purchase of EUDA, since certain of their interests, and certain interests of their affiliates and associates, are different from, or in addition to, your interests as a shareholder.

 

8i’s management and directors have interests in and arising from the Business Combination that are different from, or in addition to (and which may conflict with), your interests as a shareholder, which could result in a real or perceived conflict of interest. These interests include:

 

 

Mr. Meng Dong (James) Tan, 8i’s Chief Executive Officer and Chairman of the board, owns 33.3% of the equity interests of the Seller, the sole stockholder of EUDA. Through his two wholly-owned companies, 8i Enterprises Pte Ltd. and 8i Capital Limited, Mr. Tan purchased 500,000 ordinary shares (i.e., 33.3% equity ownership) of the Seller for $400,000 prior to the Business Combination. Through his 33.3% ownership stake in the Seller, Mr. Tan will have pecuniary interests in 4,666,666 ordinary shares (not including earnout shares) of the Combined Company, valued at approximately $46.2 million (based on $9.91 per share closing price of 8i Ordinary Shares as of July 22, 2022) upon consummation of the Business Combination pursuant to the SPA. Although 8i received a fairness opinion from EverEdge Global to the effect that the purchase price to be paid by 8i for the Share Purchase is fair to 8i shareholders from a financial point of view, Mr. Tan’s ownership interests in the Seller and therefore indirect ownership interests in EUDA cause him to have interests in the Business Combination that are different from your interests as a 8i shareholder.

     
  If an initial business combination, such as the Business Combination, is not completed before November 24, 2022 (or May 24, 2023, if extended by the full amount of time allowed under its Current Charter), 8i will be required to dissolve and liquidate. In such event, the 2,156,250 Founder Shares currently held by the Initial Shareholders, which were acquired prior to the IPO will be worthless because such holders have agreed to waive their rights to any liquidation distributions. The Founder Shares were purchased for an aggregate purchase price of $37,500. Based on the closing price of the 8i Ordinary Shares of $9.91 on Nasdaq as of July 22, 2022, these Founder Shares had an aggregate market value of approximately $21.4 million.

 

57
 

 

  If an initial business combination, such as the Business Combination, is not completed, an aggregate of 292,250 Private Units purchased by Mr. Tan for a total purchase price of $2,922,500, will be worthless. The Private Units had an aggregate market value of approximately $3.0 million based on the closing price of Public Units of $10.20 on the Nasdaq Global Market as of July 22, 2022.

 

  If Mr. Tan converts the 292,250 Private Warrants underlying these Private Units, he will hold an additional 146,125 Ordinary Shares of the Combined Company. Mr. Tan may earn a positive rate of return on his investment in the Private Warrants, even if public shareholders experience a negative rate of return in the Combined Company. The conversion of the Private Warrants would also have a dilutive effect on existing 8i shareholders. See “- Ownership of the Post-Business Combination Company After the Closing” for a summary of the book value of ordinary shares following the Business Combination under various redemption scenarios.  The Private Warrants had an aggregate market value of approximately $58,450 based on the closing price of Public Warrants of $0.20 on the Nasdaq Global Market as of July 21, 2022. If an initial business combination is not completed by November 24, 2022, the Private Warrants will expire worthless.
     
  If an initial business combination, such as the Business Combination, is not completed, Mr. Tan will not receive from 8i repayment of $800,000 for his working capital loan, and approximately $3,894 to cover certain 8i operating expenses.
     
 

If an initial business combination, such as the Business Combination, is not completed, the Sponsor, which is owned by Mr. Tan may not receive the $10,000 monthly fee from 8i for office space and administrative support under the Administrative Services Agreement dated November 22, 2021, by and between 8i and the Sponsor, pursuant to which 8i has deferred payment of the same until the consummation of a business combination. As of April 30, 2022, 8i has accrued a $53,000 administrative fee.

     
 

If an initial business combination, such as the Business Combination, is not completed, the Initial Shareholders will lose a combined aggregate amount of approximately $71.5 million, based on the closing price of 8i Ordinary Share of $9.91 per share on July 22, 2022. Because of these interests, the Initial Shareholders could benefit from the completion of a business combination that is not favorable to 8i public shareholders and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to public shareholders rather than liquidate. For example, if the share price of 8i Ordinary Shares declined to $5.00 per share after the close of the Business Combination, 8i’s public shareholders that purchased shares in our initial public offering, would have a loss of $5.00 per share, while our Initial Shareholders would have a gain of $4.99 per share because it acquired the Founder Shares for a nominal amount. In other words, 8i’s Initial Shareholders can earn a positive rate of return on their investment even if public shareholders experience a negative rate of return in the post-combination company.

     
  If the Business Combination is not completed, 8i’s Initial Shareholders will not have the potential ownership interest of approximately 9.5% (assuming no redemption) or 13.3% (assuming maximum redemption) in the combined company.
     
  The exercise of discretion by 8i’s directors and officers in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and in our shareholders’ best interest.

 

These interests may influence 8i’s directors in making their recommendation that you vote in favor of the approval of the Business Combination.

 

8i has incurred and expects to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by the Combined Company if the Business Combination is completed or by 8i if the Business Combination is not completed.

 

8i has incurred significant costs associated with the Business Combination. Whether or not the Business Combination is completed, 8i expects to incur approximately $2.5 million in expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by 8i if the Business Combination is completed or by 8i if the Business Combination is not completed.

 

58
 

 

The unaudited pro forma condensed combined financial information included in this proxy statement may not be indicative of what the Combined Company’s actual financial position or results of operations would have been.

 

The unaudited pro forma condensed combined financial information in this proxy statement is presented for illustrative purposes only and is not necessarily indicative of what Combined Company’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. See the section titled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

 

In the event that a significant number of Public Shares are redeemed, our Ordinary Shares may become less liquid following the Business Combination.

 

If a significant number of Public Shares are redeemed, 8i may be left with a significantly smaller number of shareholders. As a result, trading in the Combined Company may be limited and your ability to sell your shares in the market could be adversely affected. The Combined Company intends to apply to list its shares on the Nasdaq Global Market (“Nasdaq”), and Nasdaq may not list the Ordinary Shares on its exchange, which could limit investors’ ability to make transactions in 8i’s securities and subject 8i to additional trading restrictions.

 

The Combined Company will be required to meet the initial listing requirements to be listed on the Nasdaq Global Market. However, the Combined Company may be unable to maintain the listing of its securities in the future.

 

If the Combined Company fails to meet the continued listing requirements and Nasdaq delists its securities, 8i could face significant material adverse consequences, including:

 

  a limited availability of market quotations for its securities;
     
  a limited amount of news and analyst coverage for the company; and
     
  a decreased ability to issue additional securities or obtain additional financing in the future.

 

8i may waive one or more of the conditions to the Business Combination without resoliciting shareholder approval for the Business Combination.

 

8i may agree to waive, in whole or in part, some of the conditions to its obligations to complete the Business Combination, to the extent permitted by applicable laws. The Board will evaluate the materiality of any waiver to determine whether amendment of this proxy statement and resolicitation of proxies is warranted. In some instances, if the Board determines that a waiver is not sufficiently material to warrant resolicitation of shareholders, 8i has the discretion to complete the Business Combination without seeking further shareholder approval. For example, it is a condition to 8i’s obligations to close the Business Combination that there be no restraining order, injunction or other order restricting EUDA’s conduct of its business, however, if the Board determines that any such order or injunction is not material to the business of EUDA, then the Board may elect to waive that condition without shareholder approval and close the Business Combination.

 

8i’s shareholders will experience immediate dilution as a consequence of the issuance of Ordinary Shares as consideration in the Business Combination. Having a minority share position may reduce the influence that 8i’s current shareholders have on the management of 8i.

 

After the Business Combination, assuming no redemptions of Public Shares for cash and based on the assumptions of the number of shares issuable to former EUDA shareholders described under “Unaudited Pro Forma Condensed Combined Financial Information” elsewhere in this proxy statement, 8i’s current public shareholders will own approximately 36.3% of 8i’s shares, 8i’s current directors, officers and affiliates will own approximately 9.5% of 8i’s shares, Menora Capital Pte. Ltd., a consultant to EUDA, will own approximately 0.8% of 8i’s shares, and the former shareholders of EUDA will own approximately 53.4% of 8i’s shares. Assuming redemption by holders of 7,487,500 outstanding Public Shares, 8i public shareholders will own approximately 10.7% of 8i’s shares, 8i’s current directors, officers and affiliates will own approximately 13.3% of 8i’s shares, Menora Capital Pte. Ltd., a consultant to EUDA, will own approximately 1.1% of 8i’s shares, and the former shareholders of EUDA will own approximately 74.9% of 8i’s shares. The minority position of the former 8i’s shareholders will give them limited influence over the management and operations of the Combined Company.

 

59
 

 

Activities taken by 8i’s affiliates to purchase, directly or indirectly, Public Shares will increase the likelihood of approval of the Business Combination Proposal and the other Proposals and may affect the market price of the 8i’s securities.

 

8i’s Sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions either prior to or following the consummation of the Business Combination. None of 8i’s Sponsor, directors, officers, advisors or their affiliates will make any such purchases when such parties are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Although none of 8i’s Sponsor, directors, officers, advisors or their affiliates currently anticipate paying any premium purchase price for such Public Shares, in the event such parties do, the payment of a premium may not be in the best interest of those shareholders not receiving any such additional consideration. There is no limit on the number of shares that could be acquired by 8i’s Sponsor, directors, officers, advisors or their affiliates, or the price such parties may pay.

 

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Business Combination Proposal and other proposals and would likely increase the chances that such Proposals would be approved. If the market does not view the Business Combination positively, purchases of Public Shares may have the effect of counteracting the market’s view, which would otherwise be reflected in a decline in the market price of 8i’s securities. In addition, the termination of the support provided by these purchases may materially adversely affect the market price of 8i’s securities.

 

As of the date of this proxy statement, no agreements with respect to the private purchase of Public Shares by 8i or the persons described above have been entered into with any such investor or holder. 8i will file a Current Report on Form 8-K with the SEC to disclose private arrangements entered into or significant private purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or other proposals.

 

Risks Related to the Combined Company’s Securities Following the Business Combination

 

Because the Combined Company will become a public reporting company by means other than a traditional underwritten initial public offering, the Combined Company’s shareholders may face additional risks and uncertainties.

 

Because the Combined Company will become a public reporting company by means of consummating the Business Combination rather than by means of a traditional underwritten initial public offering, there is no independent third-party underwriter selling the shares of the Combined Company’s securities, and, accordingly, the Combined Company’s shareholders will not have the benefit of an independent review and investigation of the type normally performed by an unaffiliated, independent underwriter in a public securities offering. Due diligence reviews typically include an independent investigation of the background of the company, any advisors and their respective affiliates, review of the offering documents and independent analysis of the plan of business and any underlying financial assumptions. Because there is no independent third-party underwriter selling the shares of the Combined Company, you must rely on the information included in this proxy statement. Although 8i performed a due diligence review and investigation of EUDA in connection with the Business Combination, the lack of an independent due diligence review and investigation increases the risk of investment in the Combined Company because it may not have uncovered facts that would be important to a potential investor.

 

In addition, because the Combined Company will not become a public reporting company by means of a traditional underwritten initial public offering, security or industry analysts may not provide, or be less likely to provide, coverage of the Combined Company. Investment banks may also be less likely to agree to underwrite secondary offerings on behalf of the Combined Company than they might if the Combined Company became a public reporting company by means of a traditional underwritten initial public offering, because they may be less familiar with the Combined Company as a result of more limited coverage by analysts and the media. The failure to receive research coverage or support in the market for the Combined Company’s securities could have an adverse effect on the Combined Company’s ability to develop a liquid market for the Combined Company’s securities. See “— Risks Related to the Combined Company’s Securities Following the Business Combination — If securities or industry analysts do not publish research or reports about the Combined Company, or publish negative reports, the Combined Company’s share price and trading volume could decline.”

 

The market price of the Combined Company’s Ordinary Shares is likely to be highly volatile, and you may lose some or all of your investment.

 

Following the Business Combination, the market price of Combined Company’s Ordinary Shares is likely to be highly volatile and may be subject to wide fluctuations in response to a variety of factors, including the following:

 

  the impact of COVID-19 pandemic on EUDA’s business;

 

60
 

 

  the inability to obtain or maintain the listing of the Combined Company’s Ordinary Shares on Nasdaq;
     
  the inability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, EUDA’s ability to grow and manage growth profitably, and retain its key employees;
     
  changes in applicable laws or regulations;
     
  risks relating to the uncertainty of EUDA’s projected financial information;
     
  risks related to the organic and inorganic growth of EUDA’s business and the timing of expected business milestones; and
     
  the amount of redemption requests made by 8i’s shareholders.

 

In addition, the share markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors, as well as general economic, political, regulatory and market conditions, may negatively affect the market price of the Combined Company’s Ordinary Shares, regardless of the Combined Company’s actual operating performance.

 

Volatility in the Combined Company’s share price could subject the Combined Company to securities class action litigation.

 

In the past, securities class action litigation has often been brought against a company following a decline in the market price of its securities. If the Combined Company faces such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm its business.

 

If securities or industry analysts do not publish research or reports about the Combined Company, or publish negative reports, the Combined Company’s share price and trading volume could decline.

 

The trading market for the Combined Company’s Ordinary Shares will depend, in part, on the research and reports that securities or industry analysts publish about the Combined Company. The Combined Company does not have any control over these analysts. If the Combined Company’s financial performance fails to meet analyst estimates or one or more of the analysts who cover the Combined Company downgrade its Ordinary Shares or change their opinion, the Combined Company’s share price would likely decline. If one or more of these analysts cease coverage of the Combined Company or fail to regularly publish reports on the Combined Company, it could lose visibility in the financial markets, which could cause the Combined Company’s share price or trading volume to decline.

 

Because the Combined Company does not anticipate paying any cash dividends in the foreseeable future, capital appreciation, if any, would be your sole source of gain.

 

The Combined Company currently anticipates that it will retain future earnings for the development, operation and expansion of its business and do not anticipate declaring or paying any cash dividends for the foreseeable future. As a result, capital appreciation, if any, of the Combined Company’s Ordinary Shares would be your sole source of gain on an investment in such shares for the foreseeable future.

 

The future sales of shares by existing shareholders and future exercise of registration rights may adversely affect the market price of the Combined Company’s Ordinary Shares.

 

Sales of a substantial number of the Combined Company’s Ordinary Shares in the public market could occur at any time. If the Combined Company’s shareholders sell, or the market perceives that the Combined Company’s shareholders intend to sell, substantial amounts of the Combined Company’s Ordinary Shares in the public market, the market price of the Combined Company’s Ordinary Shares could decline.

 

In connection with the Business Combination, 8i will enter into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”) with certain existing 8i shareholders and the Seller with respect to their 8i shares acquired before or pursuant to the Share Purchase, and including the shares issuable on conversion of the warrants issued to the Sponsor in connection with 8i’s IPO and any shares issuable on conversion of working capital loans from Sponsor to 8i (collectively, the “Registrable Securities”). The agreement amends and restates the registration rights agreement 8i entered into on November 22, 2021 in connection with its IPO. No later than fourteen (14) calendar days from the Closing, 8i will file with the SEC a registration statement on Form S-3 covering the resale of all or such maximum portion of the Registrable Securities as permitted by the SEC. The presence of these additional Ordinary Shares trading in the public market may have an adverse effect on the market price of the Combined Company’s securities.

 

61
 

 

The Combined Company is an emerging growth company, and the Combined Company cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make its shares less attractive to investors.

 

After the completion of the Business Combination, the Combined Company will be an emerging growth company, as defined in the JOBS Act. For as long as the Combined Company continues to be an emerging growth company, it may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including exemption from compliance with the auditor attestation requirements of Section 404, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. The Combined Company will remain an emerging growth company until the earlier of (1) the date (a) November 24, 2026, (b) in which the Combined Company has total annual gross revenue of at least $1.07 billion or (c) in which the Combined Company is deemed to be a large accelerated filer, which means the market value of the Combined Company’s Ordinary Shares that are held by non-affiliates exceeds $700 million as of the prior September 30th, and (2) the date on which the Combined Company has issued more than $1.0 billion in non-convertible debt during the prior three-year period.

 

In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. The Combined Company has elected to avail itself of this exemption from new or revised accounting standards and, therefore, the Combined Company will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

 

Even after the Combined Company no longer qualifies as an emerging growth company, it may still qualify as a “smaller reporting company,” which would allow it to take advantage of many of the same exemptions from disclosure requirements including exemption from compliance with the auditor attestation requirements of Section 404 and reduced disclosure obligations regarding executive compensation in this proxy statement and the Combined Company’s periodic reports and proxy statements.

 

The Combined Company cannot predict if investors will find its Ordinary Shares less attractive because the Combined Company may rely on these exemptions. If some investors find the Combined Company’s Ordinary Shares less attractive as a result, there may be a less active trading market for the Ordinary Shares and its market price may be more volatile.

 

Risks Related to the Combined Company Operating as a Public Company

 

Our management team has limited skills related to experience managing a public company.

 

Most members of our management team have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws, rules and regulations that govern public companies. As a public company, we are subject to significant obligations relating to reporting, procedures and internal controls, and our management team may not successfully or efficiently manage such obligations. These obligations and scrutiny will require significant attention from our management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition, and results of operations.

 

We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives and corporate governance practices.

 

As a public company, we will incur significant legal, accounting, and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of Nasdaq and other applicable securities rules and regulations impose various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. Our management and other personnel continue to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will continue to increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and could also make it more difficult for us to attract and retain qualified members of our board.

 

We continue to evaluate these rules and regulations and cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. These rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

 

62
 

 

We are required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which will require management to certify financial and other information in our annual reports and provide an annual management report on the effectiveness of control over financial reporting and will be required to disclose material changes in internal control over financial reporting on an annual basis.

 

We will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until our annual assessment for the fiscal year ending July 31, 2022.

 

To achieve compliance with Section 404 within the prescribed period, we will be engaged in a process to document and evaluate our internal control over financial reporting, which is both costly and challenging. In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants and adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting.

 

Despite our efforts, there is a risk that we will not be able to conclude, within the prescribed timeframe or at all, that our internal control over financial reporting is effective as required by Section 404. If we identify one or more material weaknesses, it could result in a material adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements. As a result, the market price of our Ordinary Shares could be negatively affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.

 

Our share price has fluctuated historically and may continue to fluctuate.

 

Our share price can be volatile. Among the factors that may affect the volatility of our stock price are the following:

 

● Speculation in the investment community or the press about, or actual changes in, our competitive position, organizational structure, executive team, operations, financial condition, financial reporting and results, expense discipline, strategic transactions, or progress on achieving expected benefits;

 

●The announcement of new products, services, acquisitions, or dispositions by us or our competitors;

 

● Increases or decreases in revenue or earnings, changes in earnings estimates by the investment community, and variations between estimated financial results and actual financial results; and

 

● Sales of a substantial number of shares of our Ordinary Shares by large shareholders.

  

63
 

 

SPECIAL MEETING OF 8i SHAREHOLDERS

 

General

 

8i is furnishing this proxy statement to the 8i shareholders as part of the solicitation of proxies by the Board for use at the Meeting of 8i shareholders to be held on [●], 2022 and at any adjournment or postponement thereof. This proxy statement is first being furnished to our shareholders on or about [●], 2022 in connection with the vote on the Proposals. This proxy statement provides you with the information you need to know to be able to vote or instruct your vote to be cast at the Meeting.

 

Date, Time and Place

 

The Meeting will be held virtually at [●] a.m., Eastern Time, on [●], 2022 and conducted exclusively via live audio cast at [●], or such other date, time and place to which such meeting may be adjourned or postponed, for the purposes set forth in the accompanying notice. There will not be a physical location for the Meeting, and you will not be able to attend the Meeting in person. We are pleased to utilize the virtual shareholder meeting technology to provide ready access and cost savings for our shareholders and the Company. The virtual meeting format allows attendance from any location in the world. You will be able to attend via a live audio cast available at [●] or by calling toll-free at [●] in the U.S., or [●] from foreign countries from any touch-tone phone (with access code: [●]).

 

Virtual Meeting Registration

 

To register for the virtual meeting, please follow these instructions as applicable to the nature of your ownership of our Ordinary Shares.

 

If your shares are registered in your name with AST and you wish to attend the online-only virtual meeting, go to [●], enter the control number you received on your proxy card and click on the “Click here” to preregister for the online meeting link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to participate in the virtual Meeting.

 

Beneficial shareholders who wish to participate in the online-only virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and email a copy (a legible photograph is sufficient) of their legal proxy to [●]. Beneficial shareholders who email a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the online-only meeting. After contacting AST a beneficial holder will receive an email prior to the meeting with a link and instructions for entering the virtual meeting. Beneficial shareholders should contact AST at least five business days prior to the meeting date.

 

Accessing the Virtual Meeting Audio Cast

 

You will need your control number for access. If you do not have your control number, contact AST Stock Transfer & Trust Company, LLC at the phone number or email address below. Beneficial investors who hold shares through a bank, broker or other intermediary, will need to contact them and obtain a legal proxy. Once you have your legal proxy, contact AST to have a control number generated. AST contact information is as follows: [●], or email [●].

 

Record Date; Who is Entitled to Vote

 

8i has fixed the close of business on [●], 2022, as the record date for determining those 8i shareholders entitled to notice of and to vote at the Meeting. As of the Record Date, there were 11,073,500 Ordinary Shares issued and outstanding and entitled to vote, of which 8,625,000 are Public Shares, and 2,448,500 are Founder Shares held by the Initial Shareholders. Each holder of Ordinary Shares is entitled to one vote per share on each Proposal. If your shares are held in “street name,” you should contact your broker, bank or other nominee to ensure that shares held beneficially by you are voted in accordance with your instructions.

 

In connection with our IPO, we entered into the Letter Agreement pursuant to which the Initial Shareholders agreed to vote any Ordinary Shares owned by them in favor of our initial business combination. As of the date of this proxy statement, the Initial Shareholders hold approximately 22.1% of the outstanding Ordinary Shares.

 

Quorum and Required Vote for Shareholder Proposals

 

A quorum of 8i shareholders is necessary to hold a valid meeting. A quorum will be present at the Meeting if the holders entitled to exercise at least thirty per cent of the voting rights at least thirty (30) percent of the voting rights of the Ordinary Shares issued and outstanding as of the Record Date and entitled to vote at the Meeting are present in person by virtual attendance or represented by proxy in order to hold the Meeting and conduct business. Abstentions by virtual attendance and by proxy will count as present for the purposes of establishing a quorum but broker non-votes will not.

 

64
 

 

Approval of the Business Combination Proposal, the Nasdaq Proposal, and the Adjournment Proposal will require the affirmative vote of the holders of a majority of the issued and outstanding Ordinary Shares present in person by virtual attendance or represented by proxy and entitled to vote at the Meeting. Approval of the Charter Proposal will require the approval of a majority of the issued and outstanding Ordinary Shares. In order to be elected as a director as described in the Directors Proposal, a nominee must receive a plurality of all the votes cast at the Meeting, which means that the nominees with the most votes are elected. Attending the Meeting either in person by virtual attendance or represented by proxy and abstaining from voting and a broker non-vote will have the same effect as voting against the Charter Proposal.

 

Along with the approval of the Charter Proposal, the Nasdaq Proposal, and the Directors Proposal, approval of the Business Combination Proposal is a condition to the consummation of the Share Purchase and the remaining proposals other than the Adjournment Proposal. If the Business Combination Proposal is not approved, the Share Purchase will not take place. If the Charter Proposal and the Nasdaq Proposal are not approved, this Business Combination Proposal will have no effect (even if approved by the requisite vote of our shareholders at the Meeting of any adjournment or postponement thereof) and the Share Purchase will not occur.

 

Voting Your Shares

 

Each Ordinary Shares that you own in your name entitles you to one vote on each Proposal for the Meeting. Your proxy card shows the number of Ordinary Shares that you own.

 

There are two ways to ensure that your Ordinary Shares are voted at the Meeting:

 

● You can vote your shares by signing, dating and returning the enclosed proxy card in the pre-paid postage envelope provided. If you submit your proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted, as recommended by our board. Our Board recommends voting “FOR” each of the Proposals. If you hold your Ordinary Shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided to you by your broker, bank or nominee to ensure that the votes related to the shares you beneficially own are properly represented and voted at the Meeting.

 

● You can participate in the virtual Meeting and vote during the Meeting even if you have previously voted by submitting a proxy as described above. However, if your shares are held in the name of your broker, bank or another nominee, you must get a proxy from the broker, bank or other nominee. That is the only way 8i can be sure that the broker, bank or nominee has not already voted your shares.

 

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF THE BUSINESS COMBINATION PROPOSAL (AS WELL AS THE OTHER PROPOSALS).

 

Revoking Your Proxy

 

If you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

 

● you may send another proxy card with a later date;

 

● if you are a record holder, you may notify our proxy solicitor, Advantage Proxy, in writing before the Meeting that you have revoked your proxy; or

 

● you may participate in the virtual Meeting, revoke your proxy, and vote during the virtual Meeting, as indicated above.

 

Who Can Answer Your Questions About Voting Your Shares

 

If you have any questions about how to vote or direct a vote in respect of your Ordinary Shares, you may contact Advantage Proxy, our proxy solicitor as follows:

 

Advantage Proxy

P.O. Box 13581

Des Moines, WA 98198

Toll Free: 877-870-8565

Collect: 206-870-8565

Email: KSmith@advantageproxy.com

 

65
 

 

No Additional Matters May Be Presented at the Meeting

 

This Meeting has been called only to consider the approval of the Business Combination Proposal, the Charter Proposal, the Nasdaq Proposal, the Directors Proposal, and the Adjournment Proposal. Under our Current Charter, other than procedural matters incident to the conduct of the Meeting, no other matters may be considered at the Meeting if they are not included in the notice of the Meeting.

 

Redemption Rights

 

Pursuant to the Current Charter, a holder of Public Shares may request that 8i redeem such shares for cash in connection with a business combination. You may not elect to redeem your shares prior to the completion of a business combination.

 

If you are a public shareholder and you seek to have your shares redeemed, you must submit your request in writing that we redeem your Public Shares for cash no later than 5:00 p.m., Eastern time on [●], 2022 (at least two business days before the Meeting). The request must be signed by the applicable shareholder in order to validly request redemption. A shareholder is not required to submit a proxy card or vote in order to validly exercise redemption rights. The request must identify the holder of the shares to be redeemed and must be sent to AST at the following address:

 

American Stock Transfer & Trust Company, LLC

6201 15th Avenue,

Brooklyn, NY 11219

 

Attention: Felix Orihuela

Email: SPACSUPPORT@astfinancial.com

 

You must tender the Public Shares for which you are electing redemption at least two business days before the Meeting by either:

 

  Delivering certificates representing Ordinary Shares to AST, or

 

  Delivering the Ordinary Shares electronically through the DWAC system.

 

Any corrected or changed written demand of redemption rights must be received by AST at least two business days before the Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to AST at least two business days prior to the vote at the Meeting.

 

Public shareholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of Ordinary Shares as of the Record Date. Any public shareholder who holds 8i on or before [●], 2022 (at least two business days before the Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the consummation of the Business Combination.

 

In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to AST or deliver your shares to AST electronically using DTC’s DWAC (Deposit/Withdrawal At Custodian) System, in each case, at least two business days before the Meeting.

 

If you wish to tender through the DWAC system, please contact your broker and request delivery of your shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC, and AST will need to act together to facilitate this request. It is 8i’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from AST. 8i does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical share certificate. Shareholders who request physical share certificates and wish to redeem may be unable to meet the deadline for tendering their Ordinary Shares before exercising their redemption rights and thus will be unable to redeem their Ordinary Shares.

 

In the event that a shareholder tenders its Ordinary Shares and decides prior to the consummation of the Business Combination that it does not want to redeem its Ordinary Shares, the shareholder may withdraw the tender. In the event that a shareholder tenders Ordinary Shares and the Business Combination is not completed, these shares will not be redeemed for cash and the physical certificates representing these shares will be returned to the shareholder promptly following the determination that the Business Combination will not be consummated. 8i anticipates that a shareholder who tenders Ordinary Shares for redemption in connection with the vote to approve the Business Combination would receive payment of the redemption price for such Ordinary Shares soon after the completion of the Business Combination.

 

66
 

 

If properly requested by 8i’s public shareholders, subject to applicable law 8i will redeem each share into a pro rata portion of the funds available in the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination. As of [●], 2022, this would amount to approximately $10.00 per share. If you exercise your redemption rights, you will be exchanging your Ordinary Shares for cash and will no longer own the Ordinary Shares.

 

Notwithstanding the foregoing, a holder of the Public Shares, together with any affiliate of his or her or any other person with whom he or she is acting in concert or as a “group” (as defined in Section 13(d)-(3) of the Exchange Act will be restricted from seeking redemption rights with respect to more than 20% of the Ordinary Shares.

 

If too many public shareholders exercise their redemption rights, we may not be able to meet certain closing conditions, and as a result, would not be able to proceed with the Business Combination.

 

Appraisal Rights

 

Appraisal rights are not available to holders of Ordinary Shares in connection with the proposed Business Combination.

 

Proxies and Proxy Solicitation Costs

 

8i is soliciting proxies on behalf of the Board. This solicitation is being made by mail but also may be made by telephone or in person. 8i and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Any solicitation made and information provided in such a solicitation will be consistent with the written proxy statement and proxy card. 8i will bear the cost of solicitation. Advantage Proxy, a proxy solicitation firm that 8i has engaged to assist it in soliciting proxies, will be paid its customary fee of approximately $9,500 and be reimbursed out-of-pocket expenses.

 

8i will ask banks, brokers and other institutions, nominees and fiduciaries to forward its proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. 8i will reimburse them for their reasonable expenses.

 

67
 

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

8i is providing the following unaudited pro forma combined financial information to aid you in your analysis of the financial aspects of the Business Combination. The following unaudited pro forma combined financial information present the combination of the financial information of 8i and EUDA adjusted to give effect to the Business Combination

 

The unaudited pro forma condensed combined balance sheet as of March 31, 2022 combines the historical condensed consolidated balance sheet of 8i as of April 30, 2022, the historical balance sheet of EUDA as of March 31, 2022, respectively, on a pro forma basis as if the Business Combination had been consummated on March 31, 2022. The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2022 combine the historical financial information of 8i for the three months ended April 30, 2022 and the historical statement income and comprehensive income of EUDA for the three months ended March 31, 2022, on a pro forma basis as if the Business Combination had been consummated on January 1, 2022, the beginning of the earliest period presented. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021 combine the historical financial information of 8i for the twelve months January 31, 2022 and the historical statement income and comprehensive income of EUDA for the year ended December 31, 2021, on a pro forma basis as if the Business Combination had been consummated on January 1, 2021, the beginning of the earliest period presented.

 

The unaudited pro forma condensed combined balance sheet as of March 31, 2022 has been prepared using, and should be read in conjunction with, the following:

 

  8i’s balance sheet as of April 30, 2022 and the related notes included elsewhere in this proxy statement; and
  EUDA’s balance sheet as of March 31, 2022 and the related notes included elsewhere in this proxy statement.

 

The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2022 has been prepared using, and should be read in conjunction with, the following:

 

8i’s statement of operations for the three months ended April 30, 2022 and the related notes included elsewhere in this proxy statement; and
EUDA’s statement of operations for the three months ended March 31, 2022 and the related notes included elsewhere in this proxy statement.

 

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021 has been prepared using, and should be read in conjunction with, the following:

 

8i’s statement of operations for the twelve months ended January 31, 2022 derived from the historical information of 8i; and
EUDA’s statement of operations for the year end December 31, 2021 and the related notes included elsewhere in this proxy statement.

 

Description of the Business Combination

 

On April 11, 2022, 8i, EUDA, Watermark, and the Indemnified Party Representative, entered into a Share Purchase Agreement (the “SPA”). Pursuant to the terms of the SPA, a business combination between 8i and EUDA will be effected through the purchase by 8i of all of the issued and outstanding shares of EUDA from the Seller (the “Share Purchase”), and EUDA will become a wholly owned subsidiary of 8i. On May 30, 2022, parties amended the SPA to extend the time for 8i to complete its financial, operational and legal due diligence review of EUDA Health from May 31, 2022 to June 15, 2022. On June 10, 2022, the parties to the SPA, as amended, entered into a second amendment of the SPA, pursuant to which, the parties agreed to, among other things, (i) reduce the initial consideration to be paid at closing of the Share Purchase; and (ii) reduce the earnout payments.

 

The board of directors of 8i have (i) approved and declared advisable the SPA, the Share Purchase and the other transactions contemplated thereby, and (ii) resolved to recommend approval of the SPA and related transactions by the shareholders of 8i.

 

Mr. Meng Dong (James) Tan, 8i’s Chief Executive Officer and Chairman of the 8i board of directors, owns 10% of the equity interests of the Seller. 8i received a fairness opinion from EverEdge Global to the effect that the purchase price to be paid by 8i for the shares of EUDA pursuant to the SPA is fair to 8i shareholders from a financial point of view (the “Fairness Opinion”).

 

68
 

 

In connection with the closing of the transactions under the SPA the current officers and directors of EUDA will become the officers and directors of 8i. The Sponsor will have the right to nominate one director to serve as an independent director on the post-closing board of directors.

 

Consideration

 

Initial Consideration

 

The Initial Consideration by 8i to Seller for the Share Purchase will be an amount equal to $140,000,000. The Initial Consideration will be payable in 14,000,000 8i Ordinary Shares, no par value valued at $10 per share. To secure Seller’s obligations under the indemnification provisions of the SPA, 1,400,000 Purchaser Shares shall be withheld from the Purchaser Shares payable at Closing, and be delivered to American Stock Transfer & Trust Company, as Escrow Agent, to be held by the Escrow Agreement.

 

Earnout Payments

 

In addition to the Initial Consideration, the Seller may also receive up to 4,000,000 additional Purchaser Shares as Earnout Shares if, within a 3-year period following the Closing, the volume-weighted average price of Purchaser Shares equals or exceeds any of the four thresholds under the terms and conditions set forth in the SPA and related transaction documents:

 

● The Seller will be issued 1,000,000 additional Purchaser Shares if during the period beginning on the Closing Date and ending on the first anniversary of the Closing Date, the Purchaser Share Price is equal to or greater than Fifteen Dollars ($15.00) after the Closing Date;

 

● The Seller will be issued 1,000,000 additional Purchaser Shares if during the period beginning on the first anniversary of the Closing Date and ending on the second anniversary of the Closing Date, the Purchaser Share Price is equal to or greater than Twenty Dollars ($20.00);

 

● The Seller will be issued 1,000,000 additional Purchaser Shares if the consolidated audited financial statements of EUDA for the fiscal year commencing January 1, 2023 and ending December 31, 2023, reflect that EUDA has achieved both of the following financial metrics for such fiscal year: (x) revenues of at least $20,100,000 and (y) net income attributable to EUDA of at least $3,600,000.

 

● The Seller will be issued 1,000,000 additional Purchaser Shares if the consolidated audited financial statements of EUDA for the fiscal year commencing January 1, 2024 and ending December 31, 2024, reflect that EUDA has achieved both of the following financial metrics for such fiscal year: (x) revenues of at least $40,100,000 and (y) net income attributable to EUDA of at least $10,100,000.

 

Representations and Warranties

 

The SPA, as amended, contains representations and warranties of EUDA with respect to, among other things, (a) organization, good standing and qualification, (b) capital structure; (c) corporate authority, approval and fairness, (d) governmental filings, (e) financial statements and internal controls, (f) absence of certain changes, (g) liabilities, (h) litigation, (i) compliance with laws; permits; (j) employee benefits, (k) labor matters, (l) environmental matters, (m) tax matters, (n) real and personal property, (o) intellectual property and IT assets, (p) insurance, (q) company material contracts, (r) brokers and finders, (s) suppliers and customers; (t) proxy statement, (u) compliance with privacy laws, privacy policies and certain contracts, (v) compliance with health care laws and certain contracts, and (w) related party transactions.

 

The SPA contains representations and warranties of Seller with respect to, among other things, (a) organization, good standing and qualification, (b) capital structure; (c) corporate authority, approval and fairness, (d) governmental filings, (e) litigation and proceedings, and (f) brokers and finders.

 

The SPA also contains representations and warranties of 8i with respect to, among other things, (a) reports; internal controls, (b) trust fund, (c) business activities and liabilities, (d) certain laws such as the Investment Company Act and the JOBS Act, (e) purchaser trust account, (f) NASDAQ Stock Market Quotation, (g) brokers and finders, and (h) taxes.

 

The representations and warranties generally survive closing for a period of 15 months.

 

69
 

 

Covenants

 

The SPA includes covenants of the EUDA and 8i with respect to operation of their respective businesses prior to consummation of the Share Purchase and efforts to satisfy conditions to consummation of the Share Purchase. The SPA also contains additional covenants of EUDA, 8i, and Seller, including, among others, access to inspect the books and records, claims against 8i’s trust account, cooperation in the preparation of the Proxy Statement (as each such term is defined in the SPA) required to be filed in connection with the Share Purchase, the holding of the Special Meeting (as defined in the SPA), cooperation and efforts to consummate the Share Purchase, delivery of and revisions to the EUDA disclosure letter, publicity, the delivery of the amended and restated registration rights agreement, expenses, sharing in payment of any Extension Payment (as defined in the SPA) and cooperating with respect to the Minimum Round Lot Holders (as defined in the SPA). 8i also has additional covenants, including among others, covenants relating to its trust account, indemnification and directors’ and officers’ insurance, inspections, 8i’s Nasdaq listing, 8i’s public filings, post-closing board of directors and officers, indemnification agreements, governing documents and shareholder litigation.

 

Indemnification

 

The Seller has agreed to indemnify each of 8i, EUDA, affiliates of 8i and EUDA from losses, liabilities, damages, costs, payments, demands and related fees that the foregoing persons may suffer or incur as a consequence of, among other things, any breach or inaccuracy of the representations or warranties of EUDA or the Seller contained in the SPA; any breaches of the covenants of EUDA or the Seller contained in the SPA; any breaches of privacy laws by or on behalf of EUDA or any of its subsidiaries; any failure by EUDA and its subsidiaries to comply with Singapore employment law; any failure by PT Bumi Lestari Berkah Melimpah, an Indonesian company, to pay Universal Gateway International Pte. Ltd., a subsidiary of EUDA, Singapore Dollars $5,150,000 due under a mutual termination agreement dated March 1, 2021 and an addendum to such agreement dated May 11, 2022; and any failure by Kent Ridge Healthcare Singapore Private Limited to keep insured for full insurable value in the joint names of Kent Ridge Healthcare Singapore Private Limited and United Overseas Bank Limited certain real and personal property against loss or damage by fire, lightening, burglary, riots and other risks determined by United Overseas Bank Limited. However, the first $636,636 of the losses, liabilities, damages and other items stated in the preceding sentence is not subject to indemnification.

 

Underwriting Fee

 

Maxim Group LCC, the underwriters in the IPO are entitled to a deferred underwriting commission upon the closing of the Business Combination of 3.5% of the gross proceeds of the IPO or $3,018,750, which amount is not subject to change based on redemption levels. The following illustrates the effective deferred underwriting fee on a percentage basis for Public Shares at each redemption level identified below:

 

Assuming No Redemptions   Assuming 25% Redemptions   Assuming 50% Redemptions   Assuming 75% Redemptions   Assuming Maximum Redemptions 
Unredeemed Public Shares   Effective Deferred Underwriting Fee (%)   Unredeemed Public Shares   Effective Deferred Underwriting Fee (%)   Unredeemed Public Shares   Effective Deferred Underwriting Fee (%)   Unredeemed Public Shares   Effective Deferred Underwriting Fee (%)   Unredeemed Public Shares   Effective Deferred Underwriting Fee (%) 
 8,625,000    3.5%   6,468,750    4.7%   4,312,500    7.0%   2,156,250    14.0%   1,137,500    26.5%

 

Accounting for the Business Combination

 

The Business Combination will be accounted for as a “reverse recapitalization” in accordance with U.S. GAAP. Under this method of accounting, 8i will be treated as the “acquired” company for financial reporting purposes. This determination is primarily based on the fact that subsequent to the Business Combination, the EUDA shareholders are expected to have a majority of the voting power of the Combined Company, EUDA will comprise all of the ongoing operations of the Combined Company, EUDA will comprise a majority of the governing body of the Combined Company, and EUDA’s senior management will comprise all of the senior management of the Combined Company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of EUDA issuing shares for the net assets of 8i, accompanied by a recapitalization. The net assets of 8i will be stated at historical costs. No goodwill or other intangible assets will be recorded. Operations prior to the Business Combination will be those of EUDA.

 

Basis of Pro Forma Presentation

 

The unaudited pro forma combined financial information included in this proxy statement has been prepared using the assumptions below with respect to the potential redemption into cash of 8i’s ordinary shares:

 

Scenario 1––Assuming No Redemptions: This presentation assumes that no Public Shareholders exercise Redemption Rights with respect to their ordinary shares for a pro rata share of the funds in 8i’s Trust Account.

 

70
 

 

Scenario 2––Assuming Maximum Redemptions:  This presentation assumes that shareholders holding 7,487,500 8i ordinary shares will exercise their redemption rights for their pro rata share (approximately $10.00 per share) of the funds in the trust account. The maximum redemption amount is derived so that there is a minimum market value of unrestricted publicly held shares of $20.0 million, after giving effect to the payments to redeeming shareholders. Scenario 2 includes all adjustments contained in Scenario 1 and presents additional adjustments to reflect the effect of the maximum redemptions.

 

Additionally, the unaudited pro forma combined financial information included in this proxy statement does not give effect to the 4,000,000 EUDA Earnout Shares as the earnout contingency has not been met at period end.

 

The following table illustrates estimated ownership levels in the Combined Company, immediately following the consummation of the Business Combination, based on the varying levels of redemptions by 8i public shareholders and the following assumptions:

 

   Pro Forma Combined (Assuming No Redemptions)   Pro Forma Combined (Assuming Maximum Redemptions) 
   Ownership in shares   Ownership %   Ownership in shares   Ownership % 
8i Public Shareholders (1)   9,487,500    36.3%   2,000,000    10.7%
8i Initial Shareholders (2)   2,477,725    9.5%   2,477,725    13.3%
Third party service provider   200,000    0.8%   200,000    1.1%
EUDA Shareholders   14,000,000    53.4%   14,000,000    74.9%
Total   26,165,225    100.0%   18,677,725    100.0%

 

(1)Including one right to receive one-tenth of one 8i ordinary share upon consummation of the Business Combination from the Public Units.
(2)Including one right to receive one-tenth of one 8i ordinary share upon consummation of the Business Combination from the Private Units.

 

The table below shows possible sources of dilution and the extent of such dilution that non-redeeming public shareholders could experience in connection with the Closing of the Business Combination. In an effort to illustrate the extent of such dilution, the table below assumes (i) the exercise of all public Warrants and private Warrants, which are exercisable for one ordinary share at a price of $11.50 per share, (ii) the issuance of ordinary shares resulted from the exercise of Unit Purchase Options by Maxim Group LLC, underwriter in the IPO, and (iii) the issuance of EUDA Earnout Shares in full as a result of the achievement of all four Triggering Events. The following table illustrates estimated ownership levels in the Combined based on the varying levels of redemptions by 8i public shareholders with all possible sources of dilution and the following assumptions:

 

   Scenario 1
Pro Forma Combined (Assuming No Redemptions)
   Scenario 2
Pro Forma Combined (Assuming Maximum Redemptions)
 
   Ownership in shares   Ownership %   Ownership in shares   Ownership % 
8i Public Shareholders (1)   13,800,000    39.1%   6,312,500    22.7%
8i Initial Shareholders (2)   2,477,725    7.4%   2,623,850    9.4%
Maxim Group LLC   

690,000

    2.0   

690,000

    2.5%
Menora Capital Pte. Ltd.   

200,000

    0.6%   200,000    0.7%
EUDA Shareholders(3)   18,000,000    50.9%   18,000,000    64.7%
Total   35,313,850    100.0%   27,826,350    100.0%

 

(1)Including one right to receive one-tenth of one 8i ordinary share upon consummation of the Business Combination from the Public Units.
(2)Including one right to receive one-tenth of one 8i ordinary share upon consummation of the Business Combination from the Private Units.
 (3)Including the issuance of 4,000,000 EUDA Earnout Shares in full as a result of the achievement of all four Triggering Events.

 

71
 

 

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF MARCH 31, 2022

 

           Scenario 1   Scenario 2 
           Assuming No   Assuming Maximum 
           Redemptions   Redemptions 
                       Additional         
   (1)   (2)   Transaction           Transaction         
   8i   EUDA   Accounting       Pro Forma   Accounting       Pro Forma 
   (Historical)   (Historical)   Adjustments   Note   Combined   Adjustments   Note   Combined 
                                        
ASSETS:                                       
Current assets:                                       
Cash  $546,887   $237,246   $86,259,395   (A)   $79,524,778   $(74,875,000)   (G)   $4,649,778 
              (3,018,750)  (B)                     
              (2,500,000)  (E)                     
              (2,000,000)  (F)                     
Accounts receivable, net   -    2,021,905    -        2,021,905    -         2,021,905 
Other receivables   -    2,362,755    -        2,362,755    -         2,362,755 
Other receivables - related parties   -    285,835    -        285,835    -         285,835 
Prepaid expenses and other current assets   137,890    82,995    -        220,885    -         220,885 
Investments held in Trust Account   86,259,395    -    (86,259,395)  (A)    -    -         - 
Total current assets   86,944,172    4,990,736    (7,518,750)       84,416,158    (74,875,000)        9,541,158 
                                        
Property and equipment, net   -    29,199    -        29,199    -         29,199 
                                        
Other assets:                                       
Other receivables   -    1,458,210    -        1,458,210    -         1,458,210 
Intangible assets, net   -    259,230    -        259,230    -         259,230 
Goodwill   -    988,434    -        988,434    -         988,434 
Operating right-of-use asset   -    64,020    -        64,020    -         64,020 
Finance right-of-use assets   -    22,245    -        22,245    -         22,245 
Loan to third party   -    404,009    -        404,009    -         404,009 
Total other assets   -    3,196,148    -        3,196,148    -