What changed in this filing

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Item 1. Financial Statements

2022-11-22 compared with 2022-05-25 · 561 added, 424 removed, 235 unchanged (81% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

April 30, 2022

October 31, 2022

July 31, 2022

offering costs

held in Trust Account

current assets

and shareholders’ equity (deficit)

offering costs and expenses

to related parties

note - related party

underwriting commissions

current liabilities

and contingencies

shares subject to possible redemption, 8,225,000 shares at redemption value of $ 10.00 , and 400,000 shares at $ 8.24 initial carrying

Shareholders’

equity (deficit):

shares, no par value;

Prepaid expenses

Investments held in Trust Account

Total current assets

Liabilities and shareholders’ deficit

Accounts payable and accrued expenses

Due to related parties

Promissory note - related party

Deferred underwriting commissions

Total current liabilities

Commitments and contingencies

Ordinary shares subject to possible redemption, 8,225,000 shares at redemption value of $ 10.08 and $ 10.03 , and 400,000 shares at $ 8.32 and $ 8.27 carrying value as of October 31, 2022 and July 31, 2022, respectively.

Shareholders’ deficit

Ordinary shares, no par value;

unlimited shares authorized;

2,448,500 and 2,156,250 shares issued and outstanding at April 30, 2022 and July

31, 2021, respectively (1)

paid-in capital

2,448,500 shares issued and outstanding as of October 31, 2022 and July 31, 2022

Additional paid-in capital

Accumulated deficit

( 4,021,881 )

shareholders’ equity (deficit)

( 3,723,550 )

liabilities and shareholders’ equity (deficit)

number includes an aggregate of up to 281,250 shares subject to forfeiture if the over-allotment option is not exercised in full

or in part by the underwriters (see Note 5).

As a result of the full exercise of the over-allotment option by the underwriters upon

the consummation of the IPO, these shares are no longer subject to forfeiture (see Note 7).

Total shareholders’ deficit

( 4,021,881 )

( 3,723,550 )

Total liabilities and shareholders’ deficit

accompanying notes are an integral part of these unaudited condensed financial statements.

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CONDENSED STATEMENTS OF OPERATIONS

the period from January 21, 2021 (inception) through April 30, 2021

and operating costs

from operations

on marketable securities held in trust

$ ( 472,989 )

For the Three

October 31, 2022

October 31, 2021

Formation and operating costs

Loss from operations

Dividends on marketable securities held in trust

Total other income

Net income (loss)

Basic and diluted weighted average shares outstanding, redeemable ordinary shares

Basic and diluted net income per share, redeemable ordinary shares

Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares

1,875,000 (1)(2)

and diluted weighted average redeemable ordinary shares outstanding, basic and diluted

and diluted net (loss) income per redeemable ordinary share

and diluted weighted average shares outstanding of non-redeemable ordinary shares (1)

and diluted net loss per share, non-redeemable ordinary shares

number excludes an aggregate of up to 281,250 shares exercised in full or in part by the underwriters (see Note 5) for the three

months ended April 30, 2021 and for the period from January 21, 2021 (inception) through April 30, 2021.

As a result of the full

exercise of the over-allotment option by the underwriters upon the consummation of the IPO, these shares are no longer subject to

forfeiture (see Note 7).

Basic and diluted net loss per share, non-redeemable ordinary shares

number excludes an aggregate of up to 281,250 shares exercised in full or in part by the underwriters (see Note 5).

As a result of

the full exercise of the over-allotment option by the underwriters upon the consummation of the IPO, these shares are no longer subject

to forfeiture (see Note 7).

October 25, 2021, the Company issued additional 718,750 ordinary shares which were purchased by the Sponsor, resulting in an aggregate

of 2,156,250 ordinary shares outstanding.

All shares and associated amounts have been retroactively restated to reflect the share

capitalization (see Note 5).

accompanying notes are an integral part of these unaudited condensed financial statements.

ACQUISITION 2 CORP.

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

THE NINE MONTHS ENDED APRIL 30, 2022

Equity(Deficit)

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

For the Three Months Ended October 31, 2022

Ordinary Shares

Shareholders’

Equity(Deficit)

as of July 31, 2021

as of October 31, 2021 (unaudited)

of 8,625,000 Units through public offering

of 292,250 Private Units

of representative’s purchase option

Underwriters’

( 1,725,000 )

underwriter commission

( 3,018,750 )

offering expenses

shares subject to redemption

( 8,625,000 )

( 71,074,007 )

measurement of ordinary shares subject to redemption under ASC 480-10-S99 against additional paid-in capital

( 12,742,755 )

( 1,730,169 )

( 14,472,924 )

as of January 31, 2022 (unaudited)

Balance as of July 31, 2022

$ ( 3,723,550 )

measurement of ordinary shares subject to redemption under ASC 480-10-S99

measurement of ordinary shares subject to redemption under ASC 480-10-S99 against additional paid-in capital

as of April 30, 2022 (unaudited)

Subsequent measurement of ordinary shares subject to redemption under ASC 480-10-S99

Balance as of October 31, 2022 (Unaudited)

$ ( 4,021,881 )

number includes an aggregate of up to 281,250 shares subject to forfeiture if the over-allotment option is not exercised in full

or in part by the underwriters (see Note 5).

As a result of the full exercise of the over-allotment option by the underwriters upon

the consummation of the IPO, these shares are no longer subject to forfeiture (see Note 7).

accompanying notes are an integral part of these unaudited condensed financial statements.

ACQUISITION 2 CORP.

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY (DEFICIT)

THE PERIOD FROM JANUARY 21, 2021 (INCEPTION) THROUGH APRIL 30, 2021

Shares (1)(2)

Equity(Deficit)

For the Three Months Ended October 31, 2021

Ordinary Shares

Shareholders’

Shares (1)(2)

Equity(Deficit)

as of January 21, 2021 (inception)

as of January 31, 2021

of ordinary shares to Initial Shareholder upon formation

of ordinary shares to Initial Shareholder

as of April 30, 2021 (unaudited)

Balance as of July 31, 2021

Beginning balance

Net Income (loss)

Balance as of October 31, 2021 (Unaudited)

Ending balance

number includes an aggregate of up to 281,250 shares subject to forfeiture if the over-allotment option is not exercised in full

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CONDENSED STATEMENTS OF CASH FLOWS

the nine months ended

flows from operating activities:

$ ( 743,466 )

to reconcile net loss to net cash used in operating activities:

costs paid by related party

earned on cash and marketable securities held in Trust Account

in current assets and liabilities:

to related parties

cash used in operating activities

flows from investing activities:

deposited in Trust Account

( 86,250,000 )

cash used in investing activities

( 86,250,000 )

flows from financing activities:

from Initial Public Offering

from private placement

from representative’s purchase option

from promissory note – related party

of underwriting commission

( 1,725,000 )

to related party

of deferred offering costs

cash provided by investing activities

change in cash

beginning of the period

end of the period

disclosure of non-cash financing activities:

offering costs paid by Sponsor in exchange for issuance of ordinary shares

offering costs paid by related party

offering costs included in accrued offering costs and expenses

value of ordinary shares subject to possible redemption

measurement of ordinary shares subject to possible redemption

underwriting commission

For the Three

October 31, 2022

October 31, 2021

Cash flows from operating activities:

Net income (loss)

Adjustments to reconcile net loss to net cash used in operating activities:

Formation and operating costs paid by related party

Dividends earned on cash and marketable securities held in Trust Account

Changes in current assets and liabilities:

Prepaid assets

Accrued expenses

Due to related parties

Net cash used in operating activities

Cash flows from financing activities:

Proceeds from issuance of promissory note to related party

Net cash provided by financing activities

Net change in cash

Cash, beginning of the period

Cash, end of the period

Supplemental disclosure of noncash financing activities

Deferred offering costs paid by related party

Deferred offering costs included in accrued offering costs and expenses

Subsequent measurement ordinary shares subject to possible redemption

Conversion of due to related party into promissory note

accompanying notes are an integral part of these unaudited condensed financial statements.

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1 - Organization and Business Operations

Acquisition 2 Corp (the “Company”) is a company incorporated on January 21, 2021, under the laws of the British Virgin Islands

for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other

similar business combination with one or more businesses or entities (a “Initial Business Combination”).

EUDA Health Holdings Limited, which until

November 17, 2022 was known as 8i Acquisition 2 Corp.

“Company”) is a company incorporated on January 21, 2021, under the laws of the British Virgin Islands for the purpose

of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar

business combination with one or more businesses or entities (a “Initial Business Combination”).

The Company is an

“emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”),

as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

The Company’s efforts to identify

a prospective target business will not be limited to a particular industry or geographic location (excluding China).

The Articles of

Association prohibit the Company from undertaking the initial business combination with any entity that conducts a majority of its business

or is headquartered in China (including Hong Kong and Macau).

of April 30, 2022, the Company had not yet commenced any operations.

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

April 30, 2022 relates to the Company’s formation and the proposed initial public offering (the “IPO”) described below.

The Company will not generate any operating revenues until after the completion of its Initial Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived

from the IPO.

“emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities

Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

The Company’s

efforts to identify a prospective target business were not limited to a particular industry or geographic location (excluding

The Articles of Association prohibited the Company from undertaking the Initial Business Combination with any entity that

conducts a majority of its business or is headquartered in China (including Hong Kong and Macau).

of October 31, 2022, the Company had not yet commenced any operations.

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

through October 31, 2022 relates to the Company’s organizational activities and the initial public offering (the “IPO”)

described below.

The Company will not generate any operating revenues until after the completion of the Initial Business Combination,

at the earliest.

The Company will generate non-operating income in the form of dividend and interest income on investments held in Trust Account

(as defined below) from the proceeds derived from the IPO.

Following the quarter ended October 31, 2022, on

November 17, 2022 (the “Closing Date”), EUDA Health Limited, a British Virgin Islands business company, consummated a

business combination with the Company (the “Business Combination”).

The Business Combination was effected by the

purchase by the Company of all of the issued and outstanding shares of EUDA Health Limited, resulting in EUDA Health Limited

becoming a wholly owned subsidiary of the Company.

At the time of the Business Combination, the Company changed its name from

“8i Acquisition 2 Corp.” to “EUDA Health Holdings Limited.” Thus, the financial statements for the quarter

ended October 31, 2022 are in the name of 8i Acquisition 2 Corp.

Company has selected July 31 as its fiscal year end.

Company will have 12 months from the closing of the IPO (or up to 18 months, with extension of two times by an additional three months

each time) to consummate a Business Combination (the “Combination Period”).

If the Company fails to consummate a Business

Combination within the Combination Period, it will trigger its automatic winding up, liquidation and subsequent dissolution pursuant

to the terms of the Company’s amended and restated memorandum and articles of association.

As a result, this has the same effect

as if the Company had formally gone through a voluntary liquidation procedure under the Companies Law.

Accordingly, no vote would be

required from the Company’s shareholders to commence such a voluntary winding up, liquidation and subsequent dissolution.

of March 18, 2021, the Company was sponsored by 8i Holdings Limited, a Limited Liability Exempted Company incorporated in the Cayman

Islands on November 24, 2017.

On April 12, 2021, 8i Holdings Limited transferred their founder shares (as defined below) to 8i Holdings

2 Pte Ltd (the “Sponsor”), a Singapore Limited Liability Company incorporated on April 1, 2021.

Company had 12 months from the closing of the IPO (or up to 18 months, with extension of two times by an additional three months each

time) to consummate an Initial Business Combination (the “Combination Period”).

the period from January 21, 2021 (inception) to April 11, 2021, the Company was sponsored by 8i Holdings Limited, a Limited Liability

Exempted Company incorporated in the Cayman Islands on November 24, 2017.

On April 12, 2021, 8i Holdings Limited transferred their founder

shares (as defined below) to 8i Holdings 2 Pte Ltd (the “Sponsor”), a Singapore Limited Liability Company incorporated on

April 1, 2021.

Trust Account

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Stock Transfer & Trust Company, LLC acting as trustee.

funds held in the Trust Account will be invested only in United States government treasury bills, bonds or notes having a maturity of

funds held in the Trust Account were invested only in United States government treasury bills, bonds or notes having a maturity of

180 days or less, or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company

Act of 1940 and that invest solely in United States government treasuries.

Except with respect to interest earned on the funds held in

the Trust Account that may be released to the Company to pay its income or other tax obligations, the proceeds will not be released from

the Trust Account until the earlier of the completion of a Business Combination or the Company’s liquidation.

Business Combination

On April 11, 2022, the Company 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 the Company and EUDA Health will be effected through the purchase by the Company of all of the issued and outstanding shares

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

The Company’s 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 the shareholders of the Company.

Meng Dong (James) Tan, the Company’s

Chief Executive Officer and Chairman of the Company’s board of directors, owns 10 % of the equity interests of the Seller.

anticipates that it will receive a fairness opinion from EverEdge Global to the effect that the purchase price to be paid by the Company

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

In connection with the closing of the transactions

under the SPA the current officers and directors of EUDA Health will become the Company’s officers and directors.

The Company’s

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.

The proceeds were released from

the Trust Account upon the completion of the Business Combination on November 17, 2022.

April 11, 2022, the Company entered into a Share Purchase Agreement (the “SPA”) with EUDA Health Limited, a British

Virgin Islands business company (“EUDA Health” or “EUDA”), 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, the Business Combination between the Company and

EUDA Health was effected through the purchase by the Company of all of the issued and outstanding shares of EUDA Health from the

Seller (the “Share Purchase”).

ACQUISITION 2 CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Meng Dong (James) Tan, the Company’s then Chief Executive Officer and Chairman of the Company’s board of directors, had

at the time, 10.0 %

of the equity interests of the Seller.

At the time of the closing of Business Combination, Mr.

Tan held a 33.3 %

ownership stake in the Seller.

The Company received a fairness opinion from EverEdge Global to the effect that the purchase price to

be paid by the Company for the shares of EUDA Health pursuant to the SPA was fair to the Company from a financial point of view (the

“Fairness Opinion”).

On November 17, 2022, the Company completed the closing

of the Business Combination with EUDA Health Limited.

and Capital Resources

April 30, 2022 and July 31, 2021, the Company had $ 546,887 and nil in cash and working capital/(deficit) of $( 175,726 ) and $( 218,797 )

(excluding deferred offering costs and deferred underwriting commissions), respectively.

October 31, 2022 and July 31, 2022, the Company had $ 265,852

and $ 193,546

in cash, and working deficit of $ 1,706,946

and $ 1,408,615 , respectively, (excluding deferred

underwriting commissions and investments held in Trust Account).

registration statement for the Company’s IPO (as described in Note 3) was declared effective on November 22, 2021.

1 unchanged sentence

the IPO) at $ 10.00 per unit (the “Public Units’), generating gross proceeds of $ 86,250,000 .

Each Unit consists of one ordinary

Each Unit consisted of one ordinary

share, one redeemable warrant (each a “Warrant”, and, collectively, the “Warrants”), and one right to receive

4 unchanged sentences

placement generating total gross proceeds of $ 2,922,500 , which is described in Note 4.

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

offering costs and an excess of fair value of representative’s purchase option of $ 483,477 .

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

offering costs and an excess of fair value of the underwriter’s purchase option of $ 483,477 .

Except for the $ 100 for the Unit Purchase

1 unchanged sentence

IPO and the private placement.

January 21, 2021 and February 5, 2021, the Company issued an aggregate of 1,437,500 ordinary shares to 8i Holding Limited, which have

been subsequently sold to the Sponsor for an aggregate purchase price of $ 25,000 , or approximately $ 0.017 per share.

January 21, 2021 and February 5, 2021, the Company issued an aggregate of 1,437,500 ordinary shares to 8i Holding Limited, which were subsequently sold to the Sponsor for an aggregate purchase price of $ 25,000 , or approximately $ 0.017 per share.

On June 14, 2021,

5 unchanged sentences

Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue

as a Going Concern,” the Company has until November 24, 2022 (absent any extensions of such period by the Sponsor, pursuant to

as a Going Concern,” the Company had until November 24, 2022 (absent any extensions of such period by the Sponsor, pursuant to

the terms described above) to consummate the proposed Business Combination.

It is uncertain that the Company will be able to consummate

the proposed Business Combination by this time.

If a Business Combination is not consummated by this date, there will be a mandatory

liquidation and subsequent dissolution of the Company.

Management has determined that the mandatory liquidation, should a business combination

not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November

The Company intends to complete the proposed Business Combination before the mandatory liquidation date.

However, there can

be no assurance that the Company will be able to consummate any business combination by November 24, 2022.

Prior to the Business Combination, management determined

that the mandatory liquidation, should an Initial Business Combination not occur, and potential subsequent dissolution, raised substantial

doubt about the Company’s ability to continue as a going concern.

However, the Business Combination was consummated on November

ACQUISITION 2 CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

2 - Significant Accounting Policies

10 unchanged sentences

results and cash flows for the periods presented.

accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Prospectus, which contains

the initial audited financial statements and notes thereto for the period from January 21, 2021 (inception) to July 31, 2021 as filed

with the SEC on November 21, 2021, the Company’s report on Form 8-K, which contains the Company’s audited balance sheet and

notes thereto as of November 24, 2021, as filed with the SEC on November 24, 2021, and the Company’s report on Form 10-Q, which

contains the Company’s unaudited financial statements and notes thereto as of October 31, 2021 and January 31, 2022 as filed with

the SEC on December 22, 2021 and March 8, 2022, respectively.

The interim results for the three and nine months ended April 30, 2022,

for the three months ended April 30, 2021, and for the period from January 21, 2021 (inception) through April 30, 2021 are not necessarily

indicative of the results to be expected for the year ending July 31, 2022.

Interim results are not necessarily indicative of results to be expected for any other

interim period or for the full year.

The information included in this Form 10-Q should be read in conjunction with information included

in the Company’s annual report on Form 10-K for the year ended July 31, 2022, filed with the Securities and Exchange Commission

on August 29, 2022.

Growth Company Status

Company is an emerging growth company as defined by Section 2(a) of the JOBS Act and it may take advantage of certain exemptions from

various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but no

various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not

limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced

disclosures obligations regarding executive compensation in its periodic reports and proxy statements, and exceptions from the requirements

disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exceptions from the requirements

of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payment not previously

11 unchanged sentences

or impossible because of the potential differences in accounting standards used.

preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

statements and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates

and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the

date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period.

results could differ from those estimates.

and Cash Equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents as of April 30, 2022 and July 31, 2021.

Held in Trust Account

of April 30, 2022, the assets held in the Trust Account was held in trading securities.

The Company’s portfolio of investments

held in the Trust Account is comprised of U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment

Company Act, with a maturity of 185 days or less, investments in money market funds that invest in U.S.

government securities, cash,

or a combination thereof.

The Company’s investments held in the Trust Account are classified as trading securities.

Trading securities

are presented on the balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in

fair value of these securities is included in gain on Investments Held in Trust Account in the accompanying statement of operations.

The estimated fair values of investments held in the Trust Account are determined using available market information.

April 30, 2022, the Company had $ 86,259,395 held in the Trust Account, including $ 9,395 dividends earned on cash and marketable securities

The Company had $ 265,852 and $ 193,546 cash as of October 31, 2022 and July 31, 2022, respectively.

ACQUISITION 2 CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Held in Trust Account

of October 31, 2022 and July 31, 2022, the Company’s portfolio of investments held in the Trust Account was comprised of U.S.

securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, investments

in money market funds that invest in U.S.

government securities, cash, or a combination thereof.

The Company’s investments held

in the Trust Account are classified as trading securities.

Trading securities are presented on the balance sheets at fair value at the

end of each reporting period.

Gains and losses resulting from the change in fair value of these securities are included in dividends on marketable securities held in Trust Account in the accompanying statements of operations.

The estimated fair values of investments held

in the Trust Account are determined using available market information.

October 31, 2022 and July 31, 2022, the Company had $ 86,972,255 and $ 86,472,912 , respectively, held in the Trust Account, including $ 722,255

and $ 222,912 , respectively, dividends earned on marketable securities held in the Trust Account.

Concentration

2 unchanged sentences

which, at times may exceed the Federal depository insurance coverage of $ 250,000 .

As of April 30, 2022 and July 31, 2021, the Company

As of October 31, 2022 and July 31, 2022, the Company

had not experienced losses on this account.

3 unchanged sentences

Offering costs totaled $ 5,876,815 consisting of $ 1,725,000 of underwriting fees, $ 3,018,750 of deferred underwriting

fees, $ 649,588 of other expenses, and an excess of fair value of representative’s purchase option of $ 483,477 .

commissions, $ 649,588 of other expenses, and an excess of fair value of representative’s purchase option of $ 483,477 .

The Company complies

1 unchanged sentence

– “Expenses of Offering”.

The Company allocates offering costs between public shares, public warrants and public rights

The Company allocated offering costs between public shares, public warrants and public rights

based on the estimated fair values of public shares, public warrants and public rights at the date of issuance.

2 unchanged sentences

Shares Subject to Possible Redemption

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 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 the Company’s control)

are classified as temporary equity.

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

The 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 and/or dividends on the Trust Account) as temporary equity, outside of the shareholders’ equity section of the Company’s

balance sheets.

Company accounted 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 are classified as a liability

instrument and are 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 the Company’s control) are classified as temporary equity.

At all other times, ordinary shares are

classified as shareholders’ equity.

Prior to the Business Combination.

the Company’s ordinary shares featured certain

redemption rights that were considered to be outside of the Company’s control and subject to occurrence of uncertain future

Accordingly, ordinary shares that were subject to possible redemption are presented at redemption value (plus any interest

earned and/or dividends accrued on the Trust Account) as temporary equity, outside of the shareholders’ equity section of the

Company’s balance sheets.

Loss Per Ordinary Shares

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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 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.

earnings per share presented in the condensed statements of operations is based on the following:

a ratio of 78 % for the redeemable ordinary shares and 22 % for the non-redeemable shares for the three months ended October 31, 2022.

ACQUISITION 2 CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

earnings per share presented in the statements of operations is based on the following:

of Earnings Per Share

the three months ended April 30, 2022

the nine months ended April 30, 2022

$ ( 472,989 )

$ ( 743,466 )

of temporary equity to redemption value

( 14,481,573 )

loss including accretion of temporary equity to redemption value

$ ( 481,638 )

For the Three Months Ended October 31, 2022

For the Three Months Ended October 31, 2021

Net income (loss)

Accretion of temporary equity to redemption value

Net loss including accretion of temporary equity to redemption value

$ ( 298,331 )

Non-redeemable

For the Three Months Ended

October 31, 2022

Non-redeemable

the three months ended

the nine months ended

Basic and diluted net income (loss) per ordinary share:

Allocation of net loss including accretion of temporary equity

$ ( 232,366 )

Accretion of temporary equity to redemption value

Allocation of net income (loss)

Weighted average shares outstanding

Basic and diluted net income (loss) per ordinary share

Non-redeemable

For the Three Months Ended

October 31, 2021

Non-redeemable

and diluted net loss per ordinary share:

of net loss including accretion of temporary equity

$ ( 375,141 )

$ ( 106,497 )

$ ( 10,367,061 )

$ ( 4,857,978 )

of temporary equity to redemption value

of net income (loss)

$ ( 366,492 )

$ ( 106,497 )

Basic and diluted net loss per ordinary share:

Weighted average shares outstanding

1,875,000 (1)

Weighted average

shares outstanding

and diluted net income (loss) per ordinary share

Months Ended April 30, 2021

from January 21, 2021 (inception) through April 30, 2021

and diluted net loss per ordinary share:

Weighted average

shares outstanding

and diluted net loss per ordinary share

number excludes an aggregate of up to 281,250 shares subject to forfeiture if the over-allotment

option is not exercised in full or in part by the underwriters (see Note 5).

of the full exercise of the over-allotment option by the underwriters upon the consummation

of the IPO, these shares are no longer subject to forfeiture (see Note 7).

Basic and diluted net loss per ordinary share

number excludes an aggregate of up to 281,250 shares exercised in full or in part by the underwriters (see Note 5).

As a result of

the full exercise of the over-allotment option by the underwriters upon the consummation of the IPO, these shares are no longer subject

to forfeiture (see Note 7).

Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 825, “Financial

Instruments” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.

Instruments” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature.

ACQUISITION 2 CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction

5 unchanged sentences

These tiers include:

1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted

prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,

such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Level 1, defined as observable inputs such as quoted

prices (unadjusted) for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices

in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets

or quoted prices for identical or similar instruments in markets that are not active;

Level 3, defined as unobservable inputs in which little

or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation

techniques in which one or more significant inputs or significant value drivers are unobservable.

some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

16 unchanged sentences

Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring

recognition in the Company’s financial statements.

Since the Company was incorporated on January 21, 2021, the evaluation was performed

for the period from January 21, 2021 (inception) to July 31, 2021 and for the nine months ended April 30, 2022 which will be the only

periods subject to examination.

The Company believes that its income tax positions and deductions would be sustained on audit and does

not anticipate any adjustments that would result in a material changes to its financial position.

The Company’s policy for recording

interest and penalties associated with audits is to record such items as a component of income tax expense.

recognition in the Company’s unaudited condensed financial statements.

Since the Company was incorporated on January 21, 2021,

the evaluation was performed for the period from January 21, 2021 (inception) to July 31, 2021 and for the year ended July 31, 2022, which

will be the only periods subject to examination.

The Company believes that its income tax positions and deductions would be sustained

on audit and does not anticipate any adjustments that would result in material changes to its financial position.

The Company’s

policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense.

or penalties were incurred for the three months ended October 31, 2022 and 2021.

Accounting Pronouncements

8 unchanged sentences

ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible

ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption

permitted beginning on January 1, 2021.

ASU 2020-06 is effective on August 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption

permitted beginning on August 1, 2021.

The Company 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 the Company’s financial statements.

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

have an effect on the Company’s unaudited condensed financial statements.

ACQUISITION 2 CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

3 – Initial Public Offering

November 24, 2021, the Company sold 8,625,000 Units at a price of $ 10.00 per Unit, generating gross proceeds of $ 86,250,000 related to

Each Unit consists of one ordinary share, one redeemable warrant (each a “Warrant”, and, collectively, the “Warrants”),

and one right to receive one-tenth of an ordinary share upon the consummation of an Initial Business Combination.

Each two redeemable

warrants entitle the holder thereof to purchase one ordinary share, and each ten rights entitle the holder thereof to receive one ordinary

share at the closing of a Business Combination.

No fractional shares issued upon separation of the Units, and only whole Warrants will

Opportunities Growth Fund (the “Anchor Investor”), has purchased an aggregate of 400,000 units in the IPO, and the Company

has agreed to direct the underwriters to sell to the Anchor Investor such number of units, subject to the Company’s satisfying

November 24, 2021, the Company sold 8,625,000

Units at a price of $ 10.00

per Unit, generating gross proceeds of $ 86,250,000

related to its IPO.

Unit consists of one ordinary share, one redeemable warrant (each a “Warrant”, and, collectively, the

“Warrants”), and one right to receive one-tenth of an ordinary share upon the consummation of an Initial Business

Each two redeemable warrants entitle the holder thereof to purchase one ordinary share, and each ten rights entitle the

holder thereof to receive one ordinary share at the closing of an Initial Business Combination.

Upon the closing of the Business

Combination, no fractional shares were issued upon separation of the Units, and only whole Warrants trade.

Opportunities Growth Fund (the “Anchor Investor”), purchased an aggregate of 400,000 units in the IPO, and the Company agreed to direct the underwriters to sell to the Anchor Investor such number of units, subject to the Company’s satisfying

the Nasdaq listing requirement.

Anchor Investor is required to not redeem any of the public shares it acquires in the IPO.

With respect to the ordinary shares underlying

the units it may purchase in the IPO, upon the Company’s liquidation, the Anchor Investor will have the same rights to the funds

held in the Trust Account as the rights afforded to the public shareholders.

In addition, the units (including the underlying securities)

the Anchor Investor may purchase in the IPO will not be subject to any agreements restricting their transfer.

Anchor Investor was required to not redeem any of the public shares it acquired in the IPO.

Conditionally

anchor shares are classified as temporary equity.

Accordingly, anchor shares are presented at initial carrying value as temporary equity,

outside of the shareholders’ equity section of the Company’s balance sheet.

Accordingly, anchor shares are presented at initial carrying value of $ 8.24

per share as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets plus dividend

earned of $ 0.03

As of October 31, 2022 and July 31, 2022, total carrying value of the anchor shares amounted to $ 3,329,682 and $ 3,306,524 , respectively.

Company granted the underwriters a 45-day option from the date of the IPO to purchase up to an additional 1,125,000 Public Units to cover

2 unchanged sentences

at a purchase price of $ 10.00 per Public Unit, generating gross proceeds to the Company of $ 11,250,000 (see Note 6).

of April 30, 2022, the ordinary shares subject to redemption reflected on the balance sheet are reconciled in the following table:

Ordinary Shares Subject to Possible Redemption

proceeds from public issuance

allocated to pubic warrants and public rights

of October 31, 2022 and July 31, 2022, the ordinary shares subject to redemption reflected on the balance sheets are reconciled in the

following table:

of Ordinary Shares Subject to Possible Redemption

October 31, 2022

July 31, 2022

Gross proceeds

Proceeds allocated to pubic warrants and public rights

( 9,979,125 )

ordinary shares issuance costs

( 9,979,125 )

of carrying value to redemption value (Deemed dividend)

shares subject to possible redemption

Redeemable ordinary shares issuance costs allocated to public warrants and public rights

( 5,196,868 )

Accretion of carrying value to redemption value (Deemed dividend)

Ordinary shares subject to possible redemption

4 - Private Placement

6 unchanged sentences

from the IPO to be held in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period,

the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements

of applicable law), and the Private Units and all underlying securities will expire worthless.

If the Company failed to complete an Initial Business Combination within the Combination Period,

the proceeds from the sale of the Private Units would have been used to fund the redemption of the Public Shares (subject to the requirements

of applicable law), and the Private Units and all underlying securities would have expired worthless.

However, the Business Combination was consummated on November 17, 2022.

ACQUISITION 2 CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

5 - Related Party Transactions

January 21, 2021 and February 5, 2021, 8i Holdings Limited paid an aggregate price of $ 25,000 , or approximately $ 0.017 per share, to

cover certain offering costs in consideration for 1,437,500 ordinary shares (the “Insider Shares” or “Founder Shares”).

On April 12, 2021, 8i Holdings Limited transferred an aggregate of 1,437,500 Founder Shares to the Sponsor for $ 25,000 .

On June 14, 2021,

the Sponsor transferred 15,000 Founder Shares in the aggregate to the Company’s directors for nominal consideration.

25, 2021, the Company issued an additional 718,750 ordinary shares which were purchased by the Sponsor for $ 12,500 , resulting in an aggregate

of 2,156,250 ordinary shares outstanding.

The issuance was considered as a nominal issuance, in substance a recapitalization transaction,

which was recorded and presented retroactively.

The Founder Shares are identical to the ordinary shares included in the Units being sold

The Sponsor has agreed to forfeit 281,250 Founder Shares to the extent that the over-allotment option is not exercised in

full by the underwriters.

The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the

underwriters so that the Founder Shares will represent 20 % of the Company’s issued and outstanding shares (excluding shares from

units of private placement) after the IPO.

On November 24, 2021, the underwriters exercised the over-allotment option in full, so there

are no founder shares subject to forfeiture.

of the Founder Shares issued and outstanding prior to the date of the IPO will be placed in escrow with an escrow agent until the earlier

January 21, 2021 and February 5, 2021, 8i Holdings Limited paid an aggregate price of $ 25,000 ,

or approximately $ 0.017

per share, to cover certain offering costs in

consideration for 1,437,500

ordinary shares (the “Insider Shares”

or “Founder Shares”).

On April 12, 2021, 8i Holdings Limited transferred an aggregate of 1,437,500

Founder Shares to the Sponsor for $ 25,000 .

On June 14, 2021, the Sponsor transferred 15,000

Founder Shares in the aggregate to the Company’s

directors for nominal consideration.

On October 25, 2021, the Company issued an additional 718,750

ordinary shares which were purchased by the Sponsor

for $ 12,500 ,

resulting in an aggregate of 2,156,250

ordinary shares outstanding.

The issuance was

considered as a nominal issuance, in substance a recapitalization transaction, which was recorded and presented retroactively.

Shares are identical to the ordinary shares included in the Units sold in the IPO.

The Sponsor agreed to forfeit 281,250

Founder Shares to the extent that the over-allotment

option was not exercised in full by the underwriters.

On November 24, 2021, the underwriters exercised the over-allotment option in

full, so there are no

Founder Shares subject to forfeiture.

of the Founder Shares issued and outstanding prior to the date of the IPO were placed in escrow with an escrow agent until the earlier

of six months after the date of the consummation of an Initial Business Combination and the date on which the closing price of the Company’s

ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations)

for any 20 trading days within any 30-trading day period commencing after the Initial Business Combination or earlier, if, subsequent

to the Initial Business Combination, the Company consummates a liquidation, merger, share exchange or other similar transaction which

results in all of its shareholders having the right to exchange their shares for cash, securities or other property.

Up to 281,250 of

the Founder Shares may also be released from escrow earlier than this date for forfeiture and cancellation if the over-allotment option

is not exercised in full within 45-day after the IPO.

On November 24, 2021, the underwriters exercised the over-allotment option in full,

so there are no founder shares subject to forfeiture.

ordinary shares equals or exceeds $ 12.00

per share (as adjusted for share splits, share

capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after an

Initial Business Combination or earlier, if, subsequent to an Initial Business Combination, the Company consummated a liquidation, merger,

share exchange or other similar transaction which resulted in all of its shareholders having the right to exchange their shares for cash,

securities or other property.

On November 24, 2021, the underwriters exercised the over-allotment option in full, so there are no founder

shares subject to forfeiture.

Note - Related Party

January 12, 2022, Mr.

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 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 $ 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 .

Meng Dong (James) Tan has the right, but not the obligation, to convert this Note, in whole or in part, into private units (the “Units”)

of the Company containing the same securities as issued in the Company’s IPO and by providing the Company with written notice of

its intention to convert this Note at least one business day prior to the closing of a Business Combination.

The number of Units to be

received by the Payee in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal

amount payable to Mr.

Meng Dong (James) Tan, by (y) $ 10.00 .

Meng Dong (James) Tan, the Company’s then Chief Executive Officer and Chairman of the Company’s

board of directors, agreed to loan the Company up to $ 300,000

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

On March 18, 2022, Mr.

entered into a promissory note with the Company for $ 500,000

(the “March Note”).

On August 16, 2022, the

Company entered into a promissory note with Mr.

Tan for $200,000 (the “August Note”, together with the January Note and

the March Note, collectively, the “Promissory Notes”).

The Promissory Notes were non-interest bearing and payable

promptly after the date on which the Company consummated an Initial Business Combination.

As of October 31, 2022 and July 31, 2022,

the total amount borrowed under the Promissory Notes was $ 1,000,000

and $ 800,000 ,

respectively.

Meng Dong (James) Tan had the right, but not the obligation, to convert the Promissory Notes, in whole or in part, into private

units (the “Units”) of the Company containing the same securities as issued in the Company’s IPO and by providing

the Company with written notice of its intention to convert the Promissory Notes at least one business day prior to the closing of

an Initial Business Combination.

The number of Units to be received by the Mr.

Meng Dong (James) Tan in connection with such

conversion was to be an amount determined by dividing (x) the sum of the outstanding principal amount payable to Mr.

(James) Tan, by (y) $ 10.00 .

The Business Combination was consummated on November 17, 2022 and Mr.

Meng Dong (James) Tan did not exercise his

right to convert the Promissory Notes.

to Related Parties

of April 30 , 2022

and July 31, 2021, the total amount contains administrative service fee of $ 53,000 and $ 0 accrued by the Company’s Sponsor, respectively.

the nine months ended April 30, 2022, Mr.

Meng Dong (James) Tan, Chief Executive Officer of the Company, loaned the Company $ 1,943 to

cover certain operating expenses of the Company.

As of April 30, 2022, the total amount due to Mr.

of October 31, 2022 and July 31, 2022, the total amount contains administrative service fee of $ 113,000 and $ 83,000 accrued by the Company’s

Sponsor, respectively.

the year ended July 31, 2022, Mr.

Meng Dong (James) Tan, the Company’s then Chief Executive Officer and Chairman of the Company’s

board of directors, loaned the Company $ 3,894 to cover certain

operating expenses of the Company.

As of July 31, 2022, the total amount due to Mr.

Tan was $ 3,894 and such balance was converted into

promissory note on August 16, 2022.

As of October 31, 2022, the total amount due to Mr.

Tan was $ 0 .

of April 30 , 2022

and July 31, 2021, 8i Enterprises Pte Ltd, a company wholly owned by Mr.

Meng Dong (James) Tan, had loaned the Company an aggregate of

$ 0 and $ 396,157 in regard to the costs associated with formation and the IPO, respectively.

Such loan is non-interest bearing.

6, 2021, the Company repaid $ 396,157 of related party loans.

ACQUISITION 2 CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Administrative

Company has agreed, commencing on the effective date of the IPO, to pay the affiliate of the Company’s Sponsor a monthly fee of

Company agreed, commencing on the effective date of the IPO, to pay the affiliate of the Company’s Sponsor a monthly fee of

an aggregate of $ 10,000 for office space, utilities and personnel.

This arrangement will terminate upon the completion of a Business

Combination or the distribution of the Trust Account to the public shareholders.

For the period from November 24, 2021 through April

30, 2022, the Company has accrued $ 53,000 of administrative service fee, which is included in formation and operating costs on the statement

of operations.

This arrangement terminated upon the completion of the Business

For the three months ended October 31, 2022 and 2021,

the Company has incurred $ 30,000 and $ 0 , respectively, of administrative service fee, which is included in formation and operating costs

on the statements of operations.

6 - Commitments and Contingencies

2 unchanged sentences

November 24, 2021, the Company paid cash underwriting commissions of 2.0 % of the gross proceeds of the IPO, or $ 1,725,000 .

underwriters are entitled to a deferred underwriting commission of 3.5 % of the gross proceeds of the IPO, or $ 3,018,750 , which will be

paid from the funds held in the Trust Account upon completion of the Company’s initial Business Combination subject to the terms

underwriters are entitled to a deferred underwriting commission of 3.5 % of the gross proceeds of the IPO, or $ 3,018,750 , which was

paid from the funds held in the Trust Account upon completion of the Business Combination subject to the terms

of the underwriting agreement.

14 unchanged sentences

securities) and any securities issued to the initial shareholders, officers, directors or their affiliates in payment of working capital

loans made to the Company, will be entitled to registration rights pursuant to a registration rights agreement.

loans made to the Company, are entitled to registration rights pursuant to a registration rights agreement.

The holders of a majority

2 unchanged sentences

certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s

consummation of an Initial Business Combination.

consummation of the Business Combination.

The Company will bear the expenses incurred in connection with the filing of any such

registration statements.

ACQUISITION 2 CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

and Uncertainties

1 unchanged sentence

the virus could have a negative effect on the company’s financial position, results of its operations and/or search for a target

company, the specific impact is not readily determinable as of the date of these financial statements.

The financial statements do not

include any adjustments that might result from the outcome of this uncertainty.

company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements.

The unaudited

condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

and Other Listing Fees

Company has engaged various professionals, including but not limited, legal advisor, financial advisor, independent registered public

accounting firm, investor relation advisor and other professional firms and listing fees, to provide services in connection with the

Company’s public filings with the U.S.

Securities and Exchange Commission and the Business Combination.

As of October 31,

2022, the professional fees and other listing fees to be incurred up until November 24, 2022, the date which the Company had to consummate

the Business Combination, were estimated to be $ 0.4 million.

7 - Shareholder’s Equity

2 unchanged sentences

to one vote for each ordinary share.

of July 31, 2021, the Company has issued an aggregate of 1,437,500 ordinary shares for $ 25,000 , of which 187,500 shares are subject to

forfeiture to the extent that the underwriters’ over-allotment option is not exercised in the IPO.

On October 25, 2021, the Company

issued additional 718,750 ordinary shares which were purchased by the Sponsor for $ 12,500 , resulting in an aggregate of 2,156,250 ordinary

shares outstanding.

The Sponsor has agreed to forfeit 281,250 ordinary shares to the extent that the over-allotment option is not exercised

in full by the underwriters.

All shares and associated amounts have been retroactively restated to reflect the share capitalization.

On November 24, 2021, the underwriters exercised the over-allotment option in full, so there is no shares subject to forfeiture any more.

warrant entitles the holder to purchase one ordinary share at a price of $ 11.50 per share commencing 30 days after the completion of

its initial business combination, and expiring five years from after the completion of an initial business combination.

No fractional

warrant will be issued and only whole warrants will trade.

The Company may redeem the warrants at a price of $ 0.01 per warrant upon 30

days’ notice, only in the event that the last sale price of the ordinary shares is at least $16.50 per share for any 20 trading

days within a 30-trading day period ending on the third day prior to the date on which notice of redemption is given, provided there

is an effective registration statement and current prospectus in effect with respect to the ordinary shares underlying such warrants

during the 30 day redemption period.

If a registration statement is not effective within 60 days following the consummation of a business

combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company

shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption

from registration under the Securities Act .

of July 31, 2021, the Company had issued an aggregate of 1,437,500

ordinary shares for $ 25,000 ,

of which 187,500

shares were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in the IPO.

October 25, 2021, the Company issued additional 718,750

ordinary shares which were purchased by the Sponsor for $ 12,500 ,

resulting in an aggregate of 2,156,250

ordinary shares outstanding.

The Sponsor agreed to forfeit 281,250

ordinary shares to the extent that the over-allotment option was not exercised in full by the underwriters.

All shares and

associated amounts have been retroactively restated to reflect the share capitalization.

On November 24, 2021, the underwriters

exercised the over-allotment option in full, so there are no longer any shares subject to forfeiture.

warrant entitles the holder to purchase one ordinary share at a price of $ 11.50

per share commencing 30 days after the completion of the Business Combination, and expiring five years after the completion of the

Business Combination.

fractional warrants were issued and only whole warrants trade.

The Company may redeem the warrants at a price of $ 0.01

per warrant upon 30 days’ notice, only in the event that the last sale price of the ordinary shares is at least $16.50 per

share for any 20 trading days within a 30-trading day period ending on the third day prior to the date on which notice of redemption

is given, provided there is an effective registration statement and current prospectus in effect with respect to the ordinary shares

underlying such warrants during the 30 day redemption period.

If a registration statement is not effective within 60 days following

the consummation of the Business Combination, warrant holders may, until such time as there is an effective registration statement

and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a

cashless basis pursuant to an available exemption from registration under the Securities Act.

addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection

with the closing of the initial Business Combination at an issue price or effective issue price of less than $ 9.50 per share (with such

with the closing of the Business Combination at an issue price or effective issue price of less than $ 9.50 per share (with such

issue price or effective issue price to be determined in good faith by our board of directors), (y) the aggregate gross proceeds from

1 unchanged sentence

combination, and (z) the volume weighted average trading price of the ordinary shares during the 20 trading day period starting on the

trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”)

trading day prior to the day on which the Company consummated the Business Combination (such price, the “Market Value”)

is below $ 9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market

1 unchanged sentence

(to the nearest cent) to be equal to 165% of the Market Value.

ACQUISITION 2 CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

8 - Recurring Fair Value Measurements

of April 30, 2022, investment securities in the Company’s Trust Account consisted of a treasury securities fund in the amount of

$ 86,259,395 which was held as money market funds.

The following table presents information about the Company’s assets and liabilities

that were measured at fair value on a recurring basis as of April 30, 2022, and indicates the fair value hierarchy of the valuation techniques

the Company utilized to determine such fair value.

Schedule of Fair Value Assets

held in Trust Account – Money Market Fund

of October 31, 2022 and July 31, 2022, investment securities in the Company’s Trust Account consisted of a treasury securities

fund in the amount of $ 86,972,255 and $ 86,472,912 , respectively, which was held as money market funds.

The following table presents information

about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of October 31, 2022 and July

31, 2022, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

of Fair Value Assets

As of October 31, 2022

Investments held in Trust Account – Money Market Fund

As of July 31, 2022

Investments held in Trust Account – Money Market Fund

9 - Subsequent Events

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to May 25, 2022, the date the

financial statements was available to be issued.

Based upon the review, the Company did not identify any subsequent events that would

have required adjustment or disclosure in the financial statements.

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to November 21, 2022, the date the

unaudited condensed financial statements were available to be issued.

Based upon the review, except as disclosed below, the Company did

not identify any other subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

of Ordinary Shares

of November 14, 2022, the end of the redemption period for the Ordinary Shares issued as part of the units in the Company’s

IPO consummated on November 24, 2021, an aggregate of 6,033,455 Ordinary

Shares were tendered for redemption in connection with the Special Meeting.

The final redemption price was $ 10.0837

per share redeemed with the total redemption value of approximately $ 60.8 million.

Purchase Agreement

November 1, 2022, the Company and Greentree Financial Group, Inc., a Florida corporation “Greentree”) entered into

an agreement (the “Forward Purchase Agreement”) pursuant to which, among other things, (a) Greentree intends, but is not

obligated, to purchase the Company’s Ordinary Shares, after the date of the Forward Purchase Agreement from holders of the Ordinary

Shares, other than the Company or its affiliates, who have redeemed their Ordinary Shares or indicated an interest in redeeming the Ordinary

Shares they hold pursuant to the redemptions rights set forth in the Company’s Current Charter in connection with the Business

and (b) Greentree has agreed to waive any redemption rights in connection with the Business Combination with respect to

any Ordinary Shares it purchases in accordance with the Forward Purchase Agreement.

Such waiver by Greentree may reduce the number of

Ordinary Shares redeemed in connection with the Share Purchase, which reduction could alter the perception of the potential strength

of the Business Combination transaction contemplated by the SPA.

To the extent Greentree purchases

the Company’s Ordinary Shares in accordance with the Forward Purchase Agreement, Greentree may elect to sell and transfer to the

Company, and the Company has agreed to purchase, in the aggregate up to 125,000 Ordinary Shares (the “Investor Shares”) then

held by Greentree on the sixty (60) day anniversary of the date of the closing of the Share Purchase, and pay Greentree at

a price of $ 10.41 per Investor Share (the “Investor Shares Purchase Price”) , out of

the funds held in the Trust Account, the Escrowed Funds.

On November 9, 2022, 8i and Greentree entered into a Termination Agreement

terminating the Forward Purchase Agreement.

Forward Agreements

November 9, 2022, the Company, EUDA and certain institutional investor (the “Seller 1”) entered into an agreement (the

“Prepaid Forward Agreement 1”) for an equity prepaid forward transaction (the “Prepaid Forward Transaction

Pursuant to the terms of the Prepaid Forward Agreement 1, Seller 1 may (i) purchase through a broker in the open market,

from holders of Shares (as defined below) other than the Company or affiliates thereof, the Company’s ordinary shares, no par

value, (the “Shares”), or (ii) reverse Seller 1’s prior exercise of redemption rights as to Shares in connection

with the Business Combination (all such purchased or reversed Shares, the “Recycled Shares 1”).

While Seller 1 has no

obligation to purchase any Shares under the Prepaid Forward Agreement 1, the aggregate total Recycled Shares 1 that may be purchased

or reversed under the Prepaid Forward Agreement 1 shall be no more than 1,400,000

Seller 1 agreed to hold the Recycled Shares 1, for the benefit of (a) the Company until the closing of the Business

Combination (the “Closing”) and (b) EUDA after the Closing (each a “Counterparty”).

Seller 1 also may not

beneficially own greater than 9.9 %

of issued and outstanding Shares following the Business Combination.

November 13, 2022, the Company, EUDA Health and certain institutional investor (the “Seller 2”) entered into

another agreement (the “Prepaid Forward Agreement 2”) for an equity prepaid forward transaction (the “Prepaid

Forward Transaction 2”).

Pursuant to the terms of the Prepaid Forward Agreement 2, Seller 2 may (i) purchase through a broker

in the open market, from holders of Shares (as defined below) other than the Company or affiliates thereof, the Company’s

Shares, or (ii) reverse Seller 2’s prior exercise of redemption rights as to Shares in connection with the Business

Combination (all such purchased or reversed Shares, the “Recycled Shares 2”).

While Seller 2 has no obligation to

purchase any Shares under the Prepaid Forward Agreement 2, the aggregate total Recycled Shares 2 that may be purchased or reversed

under the Prepaid Forward Agreement 2 shall be no more than 1,125,000

Seller 2 agreed to hold the Recycled Shares 2 for the benefit of (a) the Company until the closing of the Business

Combination (the “Closing”) and (b) EUDA after the Closing (each a “Counterparty”).

Seller 2 also may not

beneficially own greater than 9.9 %

of issued and outstanding Shares following the Business Combination.

Agreement to the SPA

each of November 7, 2022 and November 15, 2022, 8i and the Seller entered into a Waiver Agreement (the “Waiver

Agreements”) waiving among other things, the following conditions to closing of the SPA (the “Closing”), effective

as of the date of Closing:

United Overseas Bank Limited has consented in writing to the consummation of the SPA under each of the Banking Facility Agreement

dated August 21, 2019 between Kent Ridge Healthcare Singapore Private Limited (formerly known as Sheares HMO Private Limited) and

United Overseas Bank Limited and the Deed of Debenture dated October 16, 2019 between Kent Ridge Healthcare Singapore Private Limited

and United Overseas Bank Limited;

Funding Societies Private Limited has consented in writing to the consummation of the Transaction under the Note issuance agreement

(bolt term financing) dated February 23, 2022, along with the investment note certificate dated February 24, 2022 representing the

aggregate value of SGD 100,000

between Kent Ridge Healthcare Singapore Private

Limited as issuer, Chen Weiwen Kelvin as guarantor, Funding Societies Private Limited as an agent acting on behalf of the investors,

and DBS Bank Limited Singapore as escrow agent;

EUDA will have aggregate cash equal to or exceed $ 10.0

million immediately prior to Closing;

certain designees of the Seller, who will receive an aggregate of 1,000,000

ordinary shares of the Company at Closing

will be required to sign the Lock-Up Agreement;

Kent Ridge Health Private Limited shall have irrevocably amended its organizational documents to remove “Kent Ridge”

from its official name;

that the Purchaser shall cause the Company to obtain and fully pay the

premium for the “tail” insurance policies for the extension of the directors’ and officers’ liability coverage

of the Company’s existing directors’ and officers’ insurance policy and the Company’s existing fiduciary liability

insurance policies.

On November 17, 2022, the Company executed a

settlement agreement with one of its vendors (“Vendor 1”) reflecting the agreed terms of addition terms and fees of

which is set forth in a Promissory Note (“Note 1”) with maturity date on November

17, 2023 and subject to the terms and conditions of certain letter agreement.

The Company shall issue 60,000

restricted ordinary shares to the Vendor 1 at an assumed price of $ 5.00

In the event that the Note 1 is paid in full, the Vendor 1 shall return all 60,000

shares to the Company for cancellation.

If any shares sold prior to the maturity date of the Note 1, it shall reduce the amount due and

owing under the Note 1.

In the event the principal amount of $ 300,000

is not paid in full on or prior to November 17, 2023, such amounts shall automatically be converted into the Company’s

ordinary shares with conversion price using the five day volume-weighted average price of the Company’s ordinary shares

immediately preceding November 17, 2023.

On November 17, 2022, the Company executed a

convertible promissory note in the principal amount of $ 2,113,125

due on November

17, 2023 with one of its vendors.

In the event the principal amount is not paid in full on or prior to November 17, 2023,

such amounts shall automatically be converted into the Company’s ordinary shares with conversion price of $ 5.00

On November 17, 2022, the Company executed a promissory

note (“Note 2”) in the principal amount of $ 170,000 due on February 15, 2023 with one of EUDA’s vendors.

bear no interest.

From and after February 15, 2023, if any amount payable is not paid when due, such Note 2 will bear a 15 % interest

rate per annum until paid in full.

On November 17, 2022, the Company executed a convertible

promissory note in the principal amount of $ 82,600 due on November 17, 2023 with the Company’s Sponsor.

In the event the principal

amount is not paid in full on or prior to November 17, 2023, such amount shall automatically be converted into the Company’s ordinary

shares with conversion price using the five day volume-weighted average price of the Company’s ordinary shares immediately preceding

November 17, 2023.

On November 17, 2022, the Company executed a

convertible promissory note in the principal amount of $ 87,500

due on November

17, 2023 with one of EUDA Health’s vendors.

In the event the principal amount is not paid in full on or prior to

November 17, 2023, such amounts shall automatically be converted into the Company’s ordinary shares with conversion price

using the five day volume-weighted average price of the Company’s ordinary shares immediately preceding November 17, 2023.

On November 17, 2022, the Company executed a

convertible promissory note in the principal amount of $ 119,000

due on November

17, 2023 with one of EUDA Health’s vendors.

In the event the principal amount is not paid in full on or

prior to November 17, 2023, such amount shall automatically be converted into the Company’s ordinary shares with conversion

price using the five day volume-weighted average price of the Company’s ordinary shares immediately preceding November 17,

On November 17, 2022, the Company executed a

convertible promissory note in the principal amount of $ 700,000

due on November

17, 2023 with Mr.

Meng Dong (James) Tan, the Company’s former Chief Executive Officer and Chairman of the

Company’s board of directors.

In the event the principal amount is not paid in full on or prior to November 17, 2023, such

amount shall automatically be converted into the Company’s ordinary shares with conversion price using the five day

volume-weighted average price of the Company’s ordinary shares immediately preceding November 17, 2023.

of the Business Combination

November 17, 2022, the Company completed the closing of the Business Combination with EUDA Health.

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 1. Financial Statements