What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-11-22 compared with 2022-05-25 · 169 added, 83 removed, 98 unchanged (72% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

to the “Company,” “our,” “us” or “we” refer to 8i Acquisition 2 Corp.

to the “Company,” “our,” “us” or “we” refer to 8i Acquisition 2 Corp, which was renamed “EUDA Health Holdings Limited” upon the

closing of the Business Combination on November 17, 2022.

The following discussion

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

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”).

Until the consummation of the Business Combination on November 17, 2022,

we were a blank check company, incorporated on January 21, 2021 as a British Virgin Islands business company 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.

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

The registration statement for

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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

of underwriting fees, $3,018,750 of deferred underwriting commissions, $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.

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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.

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 our amended and restated memorandum and articles of association.

As a result, this has the same effect as if we had formally gone

through a voluntary liquidation procedure under the Companies Law.

Accordingly, no vote would be required from our shareholders to commence

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.

The proceeds were released from

the Trust Account upon the completion of the Business Combination with EUDA Health Limited.

into Share Purchase Agreement

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”).

to the terms of the SPA, a business combination between us and EUDA Health (the “Business Combination”) was effected

through the purchase by 8i Acquisition 2 Corp.

of all of the issued and outstanding shares of EUDA Health from the Seller (the “Share Purchase”).

On May 30, 2022, the parties amended the SPA to extend the time for 8i Acquisition 2 Corp 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 parties agreed to (i) reduce the initial consideration to be paid at closing of the Share Purchase;

and (ii) reduce the earnout payments.

On September 7, 2022, the parties to the SPA, as amended, entered into a third amendment of the

SPA, pursuant to which the parties agreed (i) to require two signatories for any and all disbursements of funds from the Purchaser Bank

Account (as defined in the SPA), one of whom will be that of the nominee to the 8i Board of Directors selected by the Sponsor, and (ii)

from the date of Closing until January 2, 2024, not to change the identity of the signatories of the Purchaser Bank Account to either

remove the nominee to the 8i Board of Directors selected by the Sponsor or change the number of authorized signatories of the Purchaser

Bank Account.

the time the SPA was signed, Mr.

Meng Dong (James) Tan, 8i’s then Chief Executive Officer and Chairman of the 8i Board of

Directors owned 10% equity interests in 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 Health pursuant to the SPA was fair to 8i shareholders from a financial point

of view (the “Fairness Opinion”).

Through his two wholly-owned companies, 8i Enterprises Pte Ltd.

and 8i Capital

Tan purchased additional equity interests in the Seller for $400,000 on August 16, 2022.

At the time of the closing of

Business Combination, Mr.

Tan held 33.3% of the equity interests of the Seller.

Consideration

under the Share Purchase Agreement

Consideration

to the SPA, the initial consideration to be paid at Closing (the “Initial Consideration”) by 8i to Seller for the Share Purchase

was an amount equal to $140,000,000.

The Initial Consideration was 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”) were withheld from the Purchaser Shares payable

at Closing, and 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”).

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

or certain financial metrics 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:

Seller will be issued 1,000,000 additional Purchaser Shares if during the period beginning on the date of Closing (as defined in

the SPA) (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;

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

Seller will be issued 1,000,000 additional Purchaser Shares if the consolidated audited financial statements of EUDA Health for the

fiscal year commencing January 1, 2023 and ending December 31, 2023, reflect that EUDA Health 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 Health of at

least $3,600,000.

Seller will be issued 1,000,000 additional Purchaser Shares if the consolidated audited financial statements of EUDA Health for the

fiscal year commencing January 1, 2024 and ending December 31, 2024, reflect that EUDA Health 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 Health of at

least $10,100,000.

on Alternative Transactions

of Seller and 8i agreed that from the date of the SPA until the Closing, it would 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.

Agreements Relating to the Business Combination

connection with the Closing, the Seller and its designees agreed, subject to certain customary exceptions, not to (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.

and Restated Registration Rights Agreement

the Closing, 8i entered 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 is to file

with the SEC a registration statement on Form S-1 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.

At Closing the

Seller agreed to release 8i, EUDA Health, 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 Health, 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 Health, 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.

connection with the Business Combination, we filed a preliminary proxy statement and will file relevant materials with the Securities

and Exchange Commission (the “SEC”), including a definitive proxy statement on Schedule 14A.

Promptly after filing our definitive

proxy statement with the SEC, we mailed the definitive proxy statement and a proxy card to each stockholder entitled to vote at the

special meeting relating to the acquisition.

For more information about the Business

Combination, please refer to the preliminary proxy statement, the definitive proxy statement and other relevant materials in connection

with the acquisition, and any other documents filed by us with the SEC, which may be obtained free of charge at the SEC’s website

(www.sec.gov) or by writing to us at 6 Eu Tong Sen Street, #08-13 The Central, Singapore 059817.

and Capital Resources

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.

October 31, 2022 and July 31 2022, we had $265,852 and $193,546 in cash, and working deficit of $1,706,946 and $1,408,615, respectively, (excluding deferred

offering costs and investments held in trust account), respectively.

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

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generating gross proceeds of $86,250,000.

Each Unit consists of one ordinary share, one redeemable warrant, and one right to receive

Each Unit consisted of one ordinary share, one redeemable warrant, and one right to receive

one-tenth of an ordinary share upon the consummation of an Initial Business Combination.

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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

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 representative’s purchase option of $483,477.

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Option and $25,000 of subscription of ordinary shares, we received net proceeds of $87,114,830 from the IPO and the private placement.

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

January 21, 2021 and February 5, 2021, we issued an aggregate of 1,437,500 ordinary shares to 8i Holding Limited, which were subsequently

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

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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 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.

Meng Dong (James) Tan, the then Chief Executive Officer of the Company, agreed to loan the Company up to

$300,000 to cover expenses related to the Business Combination pursuant to a promissory note (the “Note 1”).

was non-interest bearing and payable promptly after the date on which the Company consummated an Initial Business Combination.

October 31, 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

Meng Dong (James) Tan, the then 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.

was non-interest bearing and payable promptly after the date on which the Company consummated an Initial Business Combination.

October 31, 2022, the total amount borrowed under the Note 2 was $500,000.

August 16, 2022, Mr.

Meng Dong (James) Tan, the then Chief Executive Officer of the Company, agreed to loan the Company up to

another $200,000 to cover expenses related to the Business Combination pursuant to a promissory note (the “Note 3”).

Note 3 was non-interest bearing and payable promptly after the date on which the Company consummated an Initial Business

As of October 31, 2022, the total amount borrowed under the Note 3 was $200,000.

and Uncertainties

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

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

We will not generate any operating revenues until after the completion of our initial business combination, at the earliest.

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

We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing

compliance), as well as for due diligence expenses.

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 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

of October 31, 2022, prior to the Business Combination, we had not commenced any operations.

All activity for the period from

January 21, 2021 (inception) through October 31, 2022 relates to our formation and the IPO.

We have neither engaged in any

operations nor generated any revenues as of October 31, 2022.

We will not generate any operating revenues until after the completion of the Business Combination, at the earliest.

We will generate non-operating income in the form of interest income on cash and cash

equivalents from the proceeds derived from the IPO.

We expect to incur increased expenses as a result of being a public company (for

legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

the three months ended October 31, 2022, we had net income of $201,012, which consisted of $499,343 of dividends earned on marketable

securities held in the Trust Account, offset by formation and operating costs of $298,331.

the three months ended October 31, 2021, we had a net loss of $45,587 consisting of formation and operating costs.

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

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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.

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.

account for ordinary shares that were 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 our control) are classified as temporary equity.

At all other times, ordinary shares are classified as

shareholders’ equity.

Our ordinary shares featured certain redemption rights that were considered to be outside of our control

and subject to occurrence of uncertain future events.

Accordingly, ordinary shares that were 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

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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.

ordinary shares and 22% for the non-redeemable shares for the three months ended October 31, 2022, reflective of the respective participation

Offering Costs

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Offering costs are allocated

to the Public Warrants, Public Rights and Public Shares issued in the IPO based on its fair value at inception compared to the total

to the Public Warrants, Public Rights and Public Shares issued in the IPO based on fair value at inception compared to the total

IPO proceeds received.

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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.

does not believe that this or 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