What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2022-05-25 compared with 2022-03-08 · 77 added, 53 removed, 104 unchanged (56% of the section changed)

20 unchanged sentences

are not limited to, those described in our other SEC filings.

are a newly organized blank check company incorporated on January 21, 2021 as a British Virgin Islands corporation and formed for the

purpose of effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination

with one or more businesses (the “Business Combination”).

are a blank check company incorporated on January 21, 2021 as a British Virgin Islands corporation and formed for the purpose of effect

a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more

businesses (the “Business Combination”).

sponsor is 8i Holdings 2 Pte Ltd., a Singapore Limited Liability Company (the “Sponsor”).

4 unchanged sentences

option to purchase 1,125,000 units, at a purchase price of $10.00 per Unit.

Transaction costs amounted to $5,876,815 consisting

of $1,725,000 of underwriting fees, $3,018,750 of deferred underwriting fees, $483,477 excess of fair value of representative’s purchase

option and $649,588 of other offering costs, and was all charged to shareholders’ equity.

Transaction costs amounted to $5,876,815 consisting of $1,725,000

of underwriting fees, $3,018,750 of deferred underwriting fees, $483,477 excess of fair value of representative’s purchase option

and $649,588 of other offering costs, and was all charged to shareholders’ equity.

the closing of the IPO and the private placement, $86,250,000 was placed in a trust account (the “Trust Account”) with American

15 unchanged sentences

such a voluntary winding up, liquidation and subsequent dissolution.

April 11, 2022, we entered into a Share Purchase Agreement (the “SPA”) with Euda

Health Limited, a British Virgin Islands business company (“EUDA Health”), Watermark

Developments Limited, a British Virgin Islands business company (the “Seller”)

and Kwong Yeow Liew, acting as Representative of the Indemnified Parties (the “Indemnified

Party Representative”).

Pursuant to the terms of the SPA, a business combination between

us and EUDA Health will be effected through the purchase by us of all of the issued and outstanding

shares of EUDA Health from the Seller (the “Share Purchase”).

board of directors 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 our shareholders.

Meng Dong (James) Tan, our Chief Executive Officer and Chairman of our board of directors, owns 10% of the equity interests of the Seller.

We anticipate that it will receive a fairness opinion from EverEdge Global to the effect that the purchase price to be paid by us for

the shares of EUDA Health pursuant to the SPA is fair to us from a financial point of view (the “Fairness Opinion”).

connection with the closing of the transactions under the SPA the current officers and directors of EUDA Health will become our officers

and directors.

Our sponsor, 8i Holdings 2 Pte.

(the “Sponsor”), will have the right to nominate one director to serve

as an independent director on the post-closing board of director.

and Capital Resources

January 31, 2022 and July 31, 2021, we had $587,430 and $0 in cash and working capital/ (deficit) of $305,912 and $218,797 (excluding

deferred offering costs), respectively.

April 30, 2022 and July 31, 2021, we had $546,887 and $0 in cash and working deficit of $175,726 and $218,797 (excluding deferred offering

costs and deferred underwriting commissions), respectively.

registration statement for our IPO was declared effective on November 22, 2021.

6 unchanged sentences

with the IPO, we sold to Mr.

Meng Dong (James) Tan 292,250 units at $10.00 per unit in a private placement generating total gross

proceeds of $2,922,500.

Meng Dong (James) Tan 292,250 units at $10.00 per unit in a private placement generating total gross proceeds

of $2,922,500.

costs amounted to $5,876,815 consisting of $1,725,000 of underwriting fees, $3,018,750 of deferred underwriting fees, $649,588 of other

10 unchanged sentences

Meng Dong (James) Tan, Chief Executive Officer of the Company, agreed to loan the Company up to $300,000 to cover

expenses related to the IPO pursuant to a promissory note (the “Note”).

The Note was non-interest bearing and payable promptly

after the date on which the Company consummates an Initial Business Combination.

As of January 31, 2022, the total amount borrowed under

the promissory note was $300,000.

expenses related to the Business Combination pursuant to a promissory note (the “Note 1”).

The Note 1 was non-interest bearing

and payable promptly after the date on which the Company consummates an Initial Business Combination.

As of April 30, 2022, the total

amount borrowed under the Note 1 was $300,000.

March 18, 2022, Mr.

Meng Dong (James) Tan, Chief Executive Officer of the Company, agreed to loan the Company up to another $500,000

to cover expenses related to the Business Combination pursuant to a promissory note (the “Note 2”).

The Note 2 was non-interest

bearing and payable promptly after the date on which the Company consummates an Initial Business Combination.

As of April 30, 2022, the

total amount borrowed under the Note 2 was $500,000.

and Uncertainties

5 unchanged sentences

of Operations

of January 31, 2022 and July 31, 2021, we had not commenced any operations.

of April 30, 2022 and July 31, 2021, we had not commenced any operations.

All activity for the period from January 21, 2021 (inception)

through January 31, 2022 relates to our formation and the IPO.

through April 30, 2022 relates to our formation and the IPO.

We have neither engaged in any operations nor generated any revenues to

3 unchanged sentences

compliance), as well as for due diligence expenses.

the six months ended January 31, 2022, we had net loss of $270,477, which consisted of $746 of interest earned on marketable securities

held in the Trust Account, offset by operating costs of $271,223.

the three months ended January 31, 2022, we had net loss of $224,890, which consisted of $746 of interest earned on marketable securities

the three months ended April 30, 2022, we had net loss of $472,989, which consisted of $8,649 of dividends earned on marketable securities

held in the Trust Account, offset by formation and operating costs of $481,638.

the period from January 21, 2021 (inception) through January 31, 2021, we had a net loss of $1,189 consisting of formation and operating

the three months ended April 30, 2021, we had a net loss of $6,660 consisting of formation and operating costs.

the nine months ended April 30, 2022, we had net loss of $743,466, which consisted of $9,395 of dividends earned on marketable securities

held in the Trust Account, offset by operating costs of $752,861.

the period from January 21, 2021 (inception) through April 30, 2021, we had a net loss of $7,849 consisting of formation and operating

do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term

Accounting Policies

Accounting Policies and Estimates

preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United

2 unchanged sentences

results could materially differ from those estimates.

We have identified the following critical accounting policies:

Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares

subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from

Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair

Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that is either within the

control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s

control) are classified as temporary equity.

We have identified the following critical accounting policies and estimates:

Shares Subject to Possible Redemption

account for out ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing

Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured

at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that is either within

the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified

as temporary equity.

At all other times, ordinary shares are classified as shareholders’ equity.

Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control

and subject to occurrence of uncertain future events.

Accordingly, ordinary shares subject to possible redemption are presented at

redemption value (plus any interest earned on the Trust Account) as temporary equity, outside of the shareholders’ equity

section of the Company’s balance sheets.

Net Loss Per Ordinary Shares

The Company complies with accounting and disclosure

requirements of FASB ASC 260, Earnings Per Share.

The statements of operations include a presentation of income (loss) per redeemable

ordinary share and income (loss) per non-redeemable share following the two-class method of income (loss) per share.

In order to determine

the net income (loss) attributable to both the redeemable ordinary shares and the non-redeemable shares, the Company first considered

the total income (loss) allocable to both sets of shares.

This is calculated using the total net income (loss) less any dividends paid.

For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the ordinary shares

subject to possible redemption was considered to be dividends paid to the public shareholders.

Subsequent to calculating the total income

(loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 73% for the redeemable ordinary

shares and 27% for the non-redeemable shares for the three months ended January 31, 2022 and 59% for the redeemable ordinary shares and

41% for the non-redeemable shares for the six months ended January 31, 2022, reflective of the respective participation rights.

Our ordinary shares features certain

redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events.

ordinary shares subject to possible redemption are presented at redemption value (plus any interest earned on the Trust Account) as temporary

equity, outside of the shareholders’ equity section of our balance sheets.

Loss Per Ordinary Shares

comply with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share.

The statements of operations include a presentation

of income (loss) per redeemable ordinary share and income (loss) per non-redeemable share following the two-class method of income (loss)

In order to determine the net income (loss) attributable to both the redeemable ordinary shares and the non-redeemable shares,

we first considered the total income (loss) allocable to both sets of shares.

This is calculated using the total net income (loss) less

any dividends paid.

For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of

the ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders.

Subsequent to calculating

the total income (loss) allocable to both sets of shares, we split the amount to be allocated using a ratio of 78% for the redeemable

ordinary shares and 22% for the non-redeemable shares for the three months ended April 30, 2022 and 68% for the redeemable ordinary shares

and 32% for the non-redeemable shares for the nine months ended April 30, 2022, reflective of the respective participation rights.

Offering Costs

17 unchanged sentences

permitted beginning on January 1, 2021.

The Company has determined not to early adopt.

does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an

effect on our financial statements.

We have determined not to early adopt.

does not believe that this and any other recently issued, but not yet effective, accounting pronouncements, if currently adopted,

would have an effect on our financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis