What changed in this filing

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Item 1. Business

2023-06-28 compared with 2022-08-29 · 682 added, 345 removed, 4 unchanged (100% of the section changed)

Acquisition 2 Corp.

(“8i,” “LAX” “we,” “us,” “the “Company,” or

“our”) is a company incorporated in the British Virgin Islands on January 21, 2021 as a blank check company 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 target businesses.

November 24, 2021, 8i consummated its initial public offering (the “IPO”) of 7,500,000 units (the “Units”), each

Unit consisting of one ordinary share of the Company, no par value per share (the “Ordinary Share”), one warrant (“Warrant”)

to purchase one-half of one Ordinary Share and one right (“Right”) to receive one-tenth of one Ordinary Share upon the consummation

of an initial business combination.

The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $75,000,000.

The Company granted the underwriters a 45-day option to purchase up to 1,125,000 additional Units to cover over-allotments which the

underwriters exercised in full and closed simultaneously with the consummation of the IPO.

The total aggregate issuance by the Company

of 8,625,000 units at a price of $10.00 per Unit resulted in total gross proceeds of $86,250,000.

Simultaneously

with the closing of the IPO, the Company consummated the private placement (“Private Placement”) with Meng Dong (James) Tan,

the Company’s Chief Executive Officer, of 292,250 units (the “Private Units”) at a price of $10.00 per Private Unit,

generating total proceeds of $2,922,500.

Private Units are identical to the Units sold in the IPO.

Additionally, such initial purchasers agreed not to transfer, assign or sell

any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration Statement) until

the completion of the Company’s initial business combination.

Such initial purchasers were granted certain demand and piggyback

registration rights in connection with the purchase of the Private Units.

Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve

a public offering.

of November 24, 2021, a total of $86,250,000 of the net proceeds from the IPO and the Private Placement were deposited in a trust account

established for the benefit of the Company’s public shareholders.

8i Units, 8i Ordinary Shares, 8i Warrants, and 8i Rights are currently listed on the Nasdaq Global Market, under the symbols “LAXXU,”

“LAX,” “LAXXW,” and “LAXXR,” respectively.

The 8i Units commenced trading on Nasdaq on November 22,

2021, and the 8i Ordinary Shares, Warrants, and Rights commenced separate trading from the 8i Units on December 14, 2021.

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

Recent Developments

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”).

Pursuant to the terms of the SPA, a business combination between us and EUDA Health (the “Business

Combination”) will be effected through the purchase by LAX 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 LAX 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

and (ii) reduce the earnout payments.

the time the SPA was signed, Mr.

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

owned 10% equity interests in the Seller.

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 is fair to 8i shareholders from a financial point of view (the “Fairness

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

and 8i Capital Limited, Mr.

Tan purchased additional

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

Tan currently owns 33.3% of the equity interests of the Seller.

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

officers and directors of 8i.

8i’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 Directors.

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

Consideration under the Share Purchase Agreement

Consideration

Pursuant to the SPA, the

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

an amount equal to $140,000,000.

The Initial Consideration will be payable in 14,000,000 8i Ordinary Shares, no par value (the “Purchaser

Shares”) valued at $10 per share.

To secure Seller’s obligations under the indemnification provisions of the SPA, 1,400,000

Purchaser Shares (the “Indemnification Escrow Shares”) shall be withheld from the Purchaser Shares payable at Closing, and

be delivered to American Stock Transfer & Trust Company, as Escrow Agent, to be held by the Escrow Agent pursuant to an escrow agreement,

by and among 8i, Seller, and the Indemnified Party Representative (the “Escrow Agreement”).

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 ($20.00);

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

(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

(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 has agreed that from the date of the SPA until the Closing, it will not, among other things, (i) initiate any negotiations

with any person concerning an Acquisition Proposal or Alternative Transaction (as such terms are defined in the SPA), (ii) enter into

any agreement, letter of intent, memorandum of understanding or agreement in principle relating to such Acquisition Proposal or Alternative

Transaction, (iii) grant any waiver, amendment or release under any confidentiality agreement or anti-takeover laws, or (iv) otherwise

knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any person to make an Acquisition

Proposal or Alternative Transaction.

Agreements Relating to the Business Combination

connection with the Closing, the Seller has 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.

mission is to make high-quality, personalized healthcare affordable and accessible for all its patients.

It aims to provide one stop

healthcare and wellness services through its proprietary platform, EUDA.

EUDA currently has operations in Singapore and has plans to

expand across Southeast Asia.

Its operations in Singapore includes provision of medical urgent care and property management services.

January 2020, EUDA acquired 100% of the equity interests in Super Gateway Group Limited (“SGGL”), a property management service

company that services shopping malls, business office building, or residential apartments.

EUDA aimed to build an Omni-channel health

care and products platform in economies of scale and cross-sell opportunities and allows our management services section to expand into

new and different verticals of management services in the medical field.

Headquartered

in Singapore and established in 2019, EUDA aims to be a leading next-generation Southeast Asian healthcare-technology provider, integrating

a full continuum of healthcare services with healthcare data analytics to drive high-quality and efficient care for their patients.

proprietary platform, EUDA, is its core holistic, connected platform, through which it also offers a mobile application platform for

What makes EUDA unique is the integration of Artificial Intelligence (AI) and Machine Learning (ML), which provides real-time

actionable analytics functionality that enables EUDA’s users to make quick analysis and accurate diagnosis as well as business

The platform gathers numerous data points and performs predictive analysis, where it can compare events and results over time

to identify trends across various segments and provide accurate insights, analysis, and predictions regarding healthcare.

Its AI applications

supported on the EUDA platform include smart triage, smart match, smart claims supports and image recognition, as well as predictive

algorithms that can read and analyze MRIs and X-rays.

EUDA’s robust unique proprietary technology platform reduces the time taken

for diagnostics yet continues to promote standardization of diagnostics, which effectively eliminates inefficiencies.

Through EUDA’s

software platform, it aims to deliver data-driven, personalized quality insights to patients while they are at the doctor’s office

in order to provide them with different healthcare and treatment choices.

aims to provide a series of products and services through its network and offer an array of complementary products and services to deepen

their relationship with its members from assessing the condition, evaluating the risk level to providing personalized support services.

markets and promotes its Medical Urgent Care services to healthcare provider organizations throughout Singapore using a go-to-market

and direct sales organization composed of highly trained and technical team members that are segmented into several highly targeted and

coordinated teams.

These dedicated sales teams develop content and identifies prospects that the sales development team research and

qualify to generate high-grade, actionable sales programs.

EUDA’s sales and marketing department leverages on their deep experience

to deliver an urgent care solution tailor-fit to the size and specialty of each practice.

Through this targeted, coordinated approach,

EUDA is able to maximize resource allocation and allow its sales teams to concentrate on execution.

utilizes both an inside and outside direct sales force to execute on the qualified marketing programs, partnering with client services

to ensure the prospect is educated on the breadth of EUDA’s capabilities and demonstrable value proposition.

Medical and clinical

partners also play an important role in marketing and selling EUDA’s products to its customer base.

These partners may shorten

the sales cycle and lower the customer acquisition costs.

For example, through the Clinic Management System (CMS) partners, EUDA is able

to embed its technology into existing health system technology infrastructure which, as a competitive differentiator, may lead to a higher

sales and marketing department is primarily responsible for planning and developing its overall marketing strategy, conducting market

research, coordinating the sales and marketing activities to attract new customers and maintain and strengthen relationships with existing

customers, managing the efforts in relation to tender bids and negotiating the terms of EUDA’s Property Management Service and

Security Service contracts.

The team will explore and establish information channels for business development and market research purposes.

Such information channels include websites or other platforms on which property developers or property owners’ associations announce

tender opportunities, uncovering business opportunities by way of recommendation or frequent communication with customers and other industry

players, and organizing promotional events to showcase EUDA’s service offerings.

EUDA implements various incentive measures to encourage the sales teams to obtain property management service contracts of properties

developed by third-party developers through research and analysis of and communication with target customers in the real estate industry

and taking advantage of EUDA’s resources and expertise.

In addition, various communication channels are adopted to explore more

opportunities to provide EUDA’s Property Management Services that are customized and tailored to the specific localities to bring

convenience to local property owners and residents.

EUDA continually seeks business cooperation opportunities with third-party merchants

to enhance the width and depth of its services.

from EUDA’s property management services decreased from approximately $4.6 million for the year ended December 31, 2021 to approximately

$3.8 million for the year ended December 31, 2022.

Currently, we do not have any property management services provided to any medical

EUDA generates revenue primarily from services in connection with medical services fees and property management service fees.

Medical services fees are generally derived from specialty medical visits in which EUDA acts as a principal connecting physicians to

Property management service fees are obtained from contractually recurring revenue from common area management and security

management services which it provides to retail and residential properties.

believes that EUDA’s platform will eventually provide a full continuum of healthcare services integrated with healthcare data analytics

to drive improved outcomes for patients.

To achieve this, EUDA aims to continuously build towards a consumer-centric digital ecosystem

to allow clients and patients to gain access to quality healthcare while keeping costs affordable.

EUDA incorporates AI and ML on the

platform and implements relevant solutions to a wide variety of healthcare and homecare services that it currently provides.

advancement will be increasingly visible throughout the healthcare journey including a strong potential for interactive virtual assistants

to improve patient experience and clinician operational workflow.

EUDA believes in incorporating technology into the traditional medical

services market and creating an end-to-end ecosystem that provides a comprehensive suite of healthcare and wellness services adds great

the wake of the COVID-19 pandemic as nations went into various degrees of lockdown, there was also a permanent and massive digital adoption

spurt and an acceleration in the telehealth and digital-health sector.

According to Markets & Markets, the global telehealth and

telemedicine market is expected to reach USD 191.7 billion by 2025 from an estimated USD 38.7 billion in 2020, due to the following reasons:

(1) a rising and aging population (2) the need to expand healthcare access;

(3) the growing prevalence of chronic diseases and conditions:

(4) a shortage of physicians, (5) advancements in telecommunications, and (6) government support and increasing awareness.

2000 and 2017, global health spending grew by 3.9% a year, outpacing global economic growth as global GDP grew by 3.0%.

The World Health

Organization has reported that as the growth of cost in healthcare per capita continues to outpace the growth in GDP per capita, the

burden of healthcare cost could ultimately grow faster than the economic power to sustain such costs.

Particularly in Southeast Asia,

the rise in the cost of healthcare is expected to accelerate given the rapid demographic shift in a larger proportion of an aging population,

according to Solidiance.

As the working age population ages, EUDA believes the prevalence of smoking, overweight and obesity will also

translate into a high prevalence of severe non-communicable diseases in the future, adding further pressure and costs to healthcare.

is an impetus to ensure that healthcare remains more affordable and accessible and in pursuit of this, many technological innovations

have been sprouting up in various healthcare verticals.

Yet, there remain gaps in the fragmented infrastructure of the healthcare industry

which has led to cost and quality inefficiencies.

EUDA had taken various steps and measures to integrate technology into various aspects

of the healthcare system and aims to bridge the gap between various siloed healthcare verticals to form a comprehensive healthcare and

wellness ecosystem.

Management believes that EUDA’s platform will eventually improve consumers access to an even higher-quality

and more affordable healthcare options that were previously constrained by geographic locations, physician availability, office hours

Digital-health providers that are part of their network had and will continue to undergo a rigorous screening and training

Additionally, EUDA is currently in partnerships with reputable specialist providers to ensure quality care for their patients,

providers on the EUDA network, including medical institutions such as clinics and hospitals, government health agencies and insurers.

They are working towards providing providers on their network with greater convenience and flexibility in their operations, training,

and support to ensure professional development and through their network of consumers, enabling them to increase income opportunities.

The network of providers can also form unique partnerships to further increase their reach of products and services through complementary

of Access to Healthcare

the outbreak of the COVID-19 pandemic, many Asia-Pacific countries experienced first-hand suffering from a lack of resilient health systems

to provide timely and quality care.

The impact varied across nations and populations but there has been a disproportionate impact upon

the most vulnerable populations.

While the number of doctors per 1,000 people varies widely across Asia-Pacific countries and territories,

it is generally lower than the OECD average and is unlikely to meet rising health needs.

Patients have faced challenges gaining access

to affordable and timely health care especially in communities that are traditionally underserved, such as those in remote or rural areas

with few health facilities and medical staff.

The shortage of skilled health professionals also has an adverse impact on the quality

of care offered in health institutions.

population to strain healthcare resources

to the Economic Research Institute for ASEAN and East Asia, the East and South-East Asia Region currently has the largest number, about

37% of the world’s population, aged 65 or above and this trend is expected to continue over the next three decades.

of Asia’s population will be people aged 65 years old and above, which is a 14% growth over 2021.

This increase is driven by reduced

fertility rates and higher life expectancy.

By 2025, there will be close to half a billion people aged 65 or above in the Asia-Pacific

the number of people aged 65 or above increases, there will be a demand for primary care services to screen, assess and manage chronic

illnesses and comorbidities, potentially straining healthcare resources.

This demographic change also indicates that there may be fewer

medical providers to deliver patient care and this shortage will necessitate a change in the existing model for medical care.

cost has outpaced economic growth

to the World Health Organization, between 2000 and 2017, global health spending grew by 3.9% a year while the global GDP grew by only

The increase in health spending was even faster in low-income countries, where it rose 7.8% a year between 2000 and 2017

while the economy grew by 6.4% a year.

In middle income countries, health spending grew more than 6% a year.

In high income countries,

the average annual growth was 3.5%, about twice as fast as economic growth.

If this trend persists, healthcare could grow to a share

of the economy and government budgets in ways that are unsustainable, and governments are unlikely to allocate a higher proportion of

their budgets to healthcare spending.

with an aging population, this would mean that a relatively smaller workforce will have to produce the economic wealth to sustain the

ever-growing demand for healthcare due to a relatively larger elder population.

This will be exacerbated by the future elder population

being composed of the working population today, which sees a prevalence of smoking, overweight and obesity rates that may result in a

high occurrence of severe non-communicable diseases in the future.

firm Solidiance has reported that even at present rates, the cost of healthcare in Southeast Asia’s major economies (Malaysia,

Singapore, Philippines, Vietnam, Thailand, and Indonesia) is expected to outpace both GDP and population growth, leading to an estimated

total healthcare cost of more than US$ 750 billion by 2025, an added burden of US$ 320 billion higher than the total spending of US$

420 billion back in 2017.

Given that public sector is heavily involved in the provision of healthcare, governments are expected to make

payments on the majority of this incremental spend.

This may cause a crisis in the healthcare systems in several nations unless policy

makers are able to develop a more efficient healthcare model for the future.

Medical Experience

has been burdened with a problem of an aging population, which is further accentuated by the lack of proper healthcare facilities in

developing countries such as Indonesia.

One of the key healthcare industry challenges is the limited availability of efficient and quality

healthcare services.

Patients and doctors are increasingly frustrated by the long wait times, in addition to the high costs associated

with traditional medical consultations.

There is an increased demand for more convenience, more emphasis on wellness and preventative

services, and generally, more control over a person’s own healthcare.

The COVID-19 pandemic has driven consumers to demand one-stop

solutions for not only their medical needs, but also their overall wellness and educational information on the treatment options.

to a survey by Bain & Company, 72% of the people in Asia Pacific consider wait times to be one of the primary pain points in the

healthcare system.

Furthermore, the time taken for available traditional medical care services has increased the frustration of not only

the aging population but young adults as well.

For example, in Indonesia, the average time taken to visit a doctor is 4 hours whereas

the average time spent in a doctor consultation is only 10 minutes.

This clearly highlights a huge gap in the market which requires the

industry leaders to pivot and explore better digital-health services in order to improve the healthcare landscape in the region.

Opportunities

for healthcare disruption

by shifting demographics, technological innovations and limited healthcare resources, the Asia-Pacific region is primed for healthcare

disruption and digital health ecosystems.

McKinsey & Co.

estimates that today, digital health impacts more than a billion lives,

and estimates show that digital health in Asia could collectively create up to US$ 100 billion in value by 2025, up from US$ 37 billion

Furthermore, the rising rate of internet users in Asia-Pacific provides a solid platform for the digital healthcare landscape

to address the key challenges and burden on the healthcare system in the region.

In Southeast Asia alone, the COVID-19 pandemic has also

accelerated Internet usage, with 40 million new users in 2020 alone and over 400 million users in the region.

The internet penetration

rate in Southeast Asia was 69% as of 2021.

pandemic has lowered commercial barriers for health-tech as this sector sees continued funding by financial and strategic investors which

could further fuel technological innovations.

The Asia-Pacific region is also expected to present an immense commercial opportunity for

the healthcare sector as regional healthcare expenditure in APAC is projected to grow by 11.5% annually to US$ 115.9 billion by 2025,

according to a report by L.E.K.

Regulators have also begun to recognize the efficacy of Telemedicine, eliminating regulatory barriers

and increased policy support to establish and enforce regulation especially during the pandemic.

Healthcare investment in Asia-Pacific

will also continue to outpace other regions.

According to Bain & Company, there was US$ 15.8 billion in healthcare private equity

buyout deal value, with a growth rate of 38% between 2013 and 2018, compared with 29% for the rest of the world.

consumer adoption of Health-Tech

estimates that in Southeast Asia, Health-tech usage has grown by 400% in 2020 and has retained its users post-lockdown.

telehealth played crucial roles during the various degrees of lockdown, it has accelerated consumer adoption of health-tech.

Within Indonesia,

as the healthcare system remains under pressure from the pandemic with hospitals struggling with the surge of patients, the government

turned to provide remote services by telehealth firms such as Alodokter and Halodoc and included free consultations and medication delivery.

This allows for prescriptions to be issued and delivered to non-critical patients eliminating the time spent on travel and waiting for

a consultation.

At the same time, telehealth has alleviated the load on healthcare systems and prioritized hospitals for patients with

more critical symptoms.

also enables communities in rural and underserved urban areas to gain access to healthcare by overcoming distance and time barriers between

healthcare providers and patients.

Remote care and diagnosis via telemedicine will reduce patients’ distance travelled for specialist

care and related expense, especially critical for countries with a large, dispersed population such as Indonesia.

Emerging health ecosystems

have already impacted more than a billion lives in Asia.

to improve health and wellness of all participants

diseases remain a significant burden on healthcare systems globally.

These progressive diseases are significant causes of illness and

death and can last for extended periods of time and require long-term treatment.

These could be managed through chronic disease management

and some public and private payers have begun leveraging digital technologies to nudge consumers to monitor their health and lower the

long-term cost of care.

presence of a healthcare ecosystem will allow for tie-ups with an extensive network of medical partners to promote fitness and dietary

guidelines to a wider pool of the population.

The utilization of big data and AI in digital health will also allow for forward-looking

data that can help avoid or mitigate non-communicable diseases.

Telehealth can promote a healthy lifestyle and provide value-added services

ranging from post-surgery rehabilitation work to customizable fitness plans to combating chronic conditions, amongst others.

believes that the following competitive strengths helped differentiate it from its competitors:

business model that encompasses the full spectrum of healthcare & wellness services :

Its unique ecosystem-based business model

integrates a full continuum of healthcare services with healthcare data analytics to drive improved outcomes for patients.

all-encompassing healthcare management platform purpose-built to power the entire ecosystem of value-based care for both businesses and

individual consumers.

EUDA operates on a unified platform to deliver better care for their patients, improving their overall journey

The platform allows healthcare providers and employers to give patients more personalized affordable care and improved healthcare

outcomes utilizing data and technology.

EUDA offers a comprehensive suite of services for both healthcare and wellness services in order

to recognize the needs of their customers at every step of their journey.

services are divided into four verticals, namely, Healthcare, Lifestyle & Wellness, Health Plans and Enablement.

that the entire patient journey within the EUDA platform itself has been fully captured and EUDA is strategically aligned to provide

end to end solutions for their patients.

This begins from customer acquisition and runs all the way to prescriptions to the delivery

of medications and ultimately provision of continuous care.

healthcare solutions include services ranging from 24/7 medical urgent care to digital pharmacy solutions as well as diagnostic and

monitoring services.

Subsequently, EUDA will be able to digitally connect their patients requiring support for mental health to their

panel of therapists and psychologists.

Furthermore, in line with their commitment to cover the entire spectrum of care and wellness

services, their wellness vertical includes services such as an e-commerce one-stop shop marketplace for the sale of health and supplement

products including dietary snacks, home care services such as home nursing care and home consultation services, a fitness segment,

and also a men’s and women’s health which covers a suite of targeted wellness content.

Lastly, under the health plans

vertical, EUDA will be providing monthly subscription packages that covers corporations as well as individuals for a selection of

telehealth services such as teleconsultation, online pharmacy and health screenings.

Therefore, through their spectrum of services,

EUDA will be addressing the needs of multiple consumer segments and hence, take a holistic approach that improves health outcomes.

Creating superior user experience through their wide array of technological capabilities :

EUDA’s integrated platform

is a one-stop healthcare hub that will centralize all of its existing and future programs into a single, user-friendly application,

providing its customers access to its services in real-time 24/7.

One of its key differentiating factors arises from the proprietary

technology platform is to enhance the speed and efficacy of care.

Regardless of the nature of the malaise or injury, EUDA’s

proprietary technology can recognize, analyze, and determine the type of treatment required instantly.

The software platform will

allow members to be able to enjoy better care coordination, receive remote consultation and enables clients to reach out to the local

assistance centers for medical assistance as well as to receive precautionary reminders and any potential disaster warnings.

By using such integrated technology, EUDA aims to provide a premium experience to each of its members as they progress through different stages of their health care journey.

The ability to deliver efficient, high-quality care is done through leveraging their proprietary AI and ML capabilities.

It seamlessly guides the intake of members, facilitating assessment of inquiries, collection of relevant data and review of medical records with the sole aim of safely navigating its members to the right healthcare resources together with the right clinical expertise.

This ultimately leads to better outcomes and more efficient utilization of resources.

Furthermore, valuable data is collated throughout the process, that in turn feeds back into improving the performance of its machine intelligence.

In addition to the merits of EUDA’s technological capabilities, EUDA will be able to run secure and effective solutions such as the blockchain that will cover the entire healthcare process.

EUDA will be utilizing blockchain’s ability to keep an incorruptible, decentralized, and transparent log of all patient data.

While blockchain is transparent, it is also private, concealing the identity of any individual with complex and secure codes that can protect the sensitivity of medical data.

The decentralized nature of the technology also allows patients, doctors, and healthcare providers to share the same information quickly and safely.

Therefore, EUDA believes its investment in technology ultimately will enable it to provide a better user experience at a lower cost of service, giving it an added advantage over its competitors.

Strong presence and wide network of partners to complement its Always-On approach :

EUDA provides 24/7 concierge-level care coordination services for its high-risk members.

As a digital health company, EUDA strongly believes in advocating the presence of healthcare at any time and any place as needed by its customers.

Its coordination specialists are trained to cover all emergency, primary and specialty services and provide the highest level of personalized medical concierge level services at the push of a button.

Furthermore, EUDA is working to strengthen its capability through its geographical presence and wide network of relationships with medical partners.

currently operates in Singapore and has a sizeable number of medical partners across the healthcare spectrum ranging from ambulatory

service providers and General Practitioner (GP) clinics to hospitals and specialist consultants.

This allows them to provide to their

clients, which consists of a range of corporate clients coming from various industries, as well as households.

The widest range of

urgent care options are usually based around pricing, proximity, choice of treatment and medications.

Therefore, EUDA’s relationships

with medical partners give it a great competitive edge as it is able to provide top notch round-the-clock healthcare services based

on the requirements expected from its clients.

by a team of visionary leaders :

Another key differentiating factor for EUDA is the rich blended nature of the management team.

EUDA’s management team comprises of executives with extensive experience in Healthcare, Technology, Insurance & Consumer

Experience segments.

The wide array of industries captured by EUDA’s management team allows EUDA to deliver superior products

and services to its customers as the management team possesses an in-depth understanding of the pain points prevalent in the industry.

The combination has also enabled us to address the market gap in the healthcare industry with an innovative data driven all-in-one

healthcare platform.

diversifying and growing service verticals to improve monetization channels :

EUDA believes that its competitive advantage is

its wide array of service verticals that allows it to serve the needs of multiple consumer segments.

The diverse nature of its offerings

allows EUDA to expand its market reach both horizontally and vertically.

The cross-selling of services further lends itself to a

sustainable and ever-expanding business model.

EUDA aspires to make the EUDA ecosystem a perpetually growing platform in terms of

the addition of health and wellness verticals.

EUDA has a wide array of additional health verticals in its roadmap and is determined

to realize providing digital health access to specialist health and wellness verticals in the Southeast Asia region.

Segments that

are currently in development include:

Digital Pharmacy, Medical Tourism, Chronic Disease Management, Mental Health, Diagnostics and

Monitoring, Marketplace, Fitness, Women’s Health, Corporate & Individual Health Plans and EUDA Society (Doctor’s

With the expansion of its service verticals, EUDA hopes to provide a more comprehensive platform customers and expand

its monetization channels to increase synergies between their business segments.

However, due to budgetary and other financial issues

during the first five months of 2023, the timeline for the development of such health verticals have been pushed back to the second

quarter of 2024 at the earliest.

Growth Strategy

growth strategies include the following:

Greater Adoption with their Existing Clients

intends to drive greater adoption among existing patients by expanding the populations to which it offers services.

may offer the option of digital health to a subset of their total membership and over time expand this service to more members.

systems may start with a single hospital or region and then expand system wide.

EUDA also plans to increase adoption within Singapore.

EUDA believes in continually increasing awareness of and loyalty to its solution by adding new and complementary products and services,

third-party connections, and other strategic alliances, so as to grow its solution towards becoming the single source for on-demand

healthcare for its clients.

have also embedded digital care more fully into their operations, where they plan to continually refine and enhance their user experience.

Hence, they will be using targeted patient and medical provider engagement campaigns, best practices training as well as operational

support to further drive an increase in usage across their platform.

EUDA is also building robust data repositories to strengthen

its predictive models and multi-channel marketing strategies to provide a more complete picture of its clients, enhancing its ability

to lead targeted and purposeful campaigns, and it plans to invest heavily in marketing technologies that allow us to increase client

Lastly, EUDA plans to actively engage clients in benefit design, worksite marketing and executive sponsorship strategies

to drive awareness about its services.

Penetration by Adding New Clients within its Core Verticals

had and will continue to invest in its direct sales force and channel management capabilities to sustain growth and client support.

As its clientele stems mainly from the realm of blue-chip companies, it represents a significant opportunity for new client growth

with large employers.

EUDA further believes in forging ahead to compete with the market leaders in the digital health industry, given

its unique positioning strategy to capitalize on the Business to Business to Consumer, or B2B2C.

Growth is expected to be generated

by word of mouth amongst corporations accompanied by enhanced brand awareness.

EUDA believes the B2B2C model will bring about higher

growth with lower cost of customer acquisition in comparison to a direct Business to Consumer, or B2C model.

EUDA will also direct

resources into new marketing technologies and campaigns to support their sales force in lead generation along with new client generation

and implementations.

in New Clinical Specialties

currently offers its client’s access across a wide range of areas from chronic disease management, medical tourism, mental

health to men’s and women’s health such as hair loss and contraception.

It plans to also offer direct access to behavioral

health professionals who treat conditions such as anxiety and smoking cessation.

It plans to leverage on its highly scalable platform

by expanding into new clinical specialties, such as standalone dermatology services, second opinions and chronic conditions such

as diabetes, and by focusing on expanding its services amongst current clients such as by offering behavioral health as a commercial

service to their clients.

As EUDA expands its clinical offerings, it plans to further eliminate gaps in continuity of care in order

to provide coordinated care along the healthcare delivery continuum.

Across Care Settings and Use Cases

intends to expand its solutions across additional care settings and explore ancillary opportunities that will broaden its business.

EUDA believes its services have wide applicability across new use cases, including home care, post discharge, wellness, screening

and chronic care.

It takes a holistic approach to improve outcomes for its clients and provide wellness and prevention through Health,

Fitness and Nutritional modules.

It is also looking to provide campus clinics and workplace health services as well as medical emergency

is also currently extending the number, range and functionality of their benefits applications, and will hope to continue to respond

quickly to evolving market needs with innovative solutions, including broadened health kiosk access, mobile applications, biometric

devices and at-home testing.

in Digitalization and Innovation for Digital Care Capabilities

plans to expand the reach of its digital platform into new areas by investing in new technologies.

For example, it is looking to

incorporate a fitness function within EUDA, allowing individuals to connect to fitness applications on the EUDA platform.

It is looking

to partner with a local digital fitness provider that offers a suite of fitness and wellness content.

The classes will allow individuals

to reach their fitness goals anywhere and anytime, offering a series of workout sessions including full body, targeted workouts,

stretch and recovery.

is constantly investing in AI technology that is designed to help expand patient engagement while improving efficiencies, reducing

the cost of care and promoting better care coordination.

For example, there will be an AI deployment enabling a patient-provider

matching tool, allowing patients to input their preference for doctors, timing and area of specialist onto the EUDA platform and

its platform will synthesize patient’s preference to ensure best matches to boost efficiency and user experience.

investment in interoperability, including remote patient monitoring, advanced analytics and lab services as well as the home delivery

of pharmaceuticals, is expected to allow EUDA to expand use cases.

Its investments in interoperability with other technologies have

also allowed it to partner with innovative companies to develop unique products and services.

Its strategic partnership will allow

its services to be accessed directly through the EUDA interfaces.

EUDA believes these partnerships will differentiate their offering

and add new capabilities to drive demand and add value for its clients.

Existing Sales Channels and Penetrate New Medical Provider Markets

has developed a highly effective distribution network to target large employers and it is committing incremental sales and marketing

resources to the small-medium enterprises to increase its penetration within this market.

Additionally, EUDA intends to further penetrate

the medical provider market, notably hospitals and group physician practices, as it believes its solution offers the medical community

an attractive platform from which to generate substantial income by acquiring new patients and to better participate in emerging

risk-sharing and value-based payment models.

With expanded access to available health insurance, it also intends to pursue health

insurance companies about their services, hence, insurance companies may represent an attractive new sales channel.

into International Markets

regulatory and reimbursement systems around the world evolve, EUDA sees a significant opportunity to expand internationally.

also exploring joint international offerings with existing partners, as well as with strategic acquisitions to further boost their

geographical footprints in Southeast Asia.

Focused Acquisitions

comprehensive platform and know-how enable it to selectively pursue strategic and complementary businesses to support its clients’

Its acquisition strategy is centered on acquiring technologies, products, capabilities, clinical specialties and distribution

channels that are highly scalable and rapidly growing.

EUDA will continue to evaluate and pursue acquisition opportunities that are

complementary to their business, though we have no acquisitions contemplated at this time.

Property Rights

owns or otherwise have rights to the trademarks and service marks, used in conjunction with the marketing and sale of its products and

This includes trademarks, such as EUDA, Euda and euda, which are protected under applicable intellectual property laws and

are EUDA’s property and the property of its subsidiaries.

Solely for convenience, EUDA’s trademarks and trade names referred

to in this Annual Report may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way,

that EUDA will not assert, to the fullest extent under applicable law, its rights or the right of the applicable licensor to these trademarks

and trade names.

for the trademarks and domain name disclosed in this Annual Report, EUDA’s business and profitability is not materially dependent

on any trademark, patent, domain name or other intellectual property.

EUDA holds no issued patent and EUDA is not aware of any infringement

(a) by EUDA of any intellectual property rights owned by any third parties;

or (b) by any third party of any intellectual property rights

owned by EUDA.

To the best of EUDA’s knowledge, there had not been any pending or threatened claim made against EUDA, nor have

there been any claim made by EUDA against third parties, with respect to the infringement of intellectual property rights owned by EUDA

or third parties.

currently does not hold any patents, but retains intellectual property rights in its technology and platform (which are used in managing

and delivering consultations) by including contractual provisions in each service agreement with its customers, which provide that background

intellectual property rights either (i) owned or licensed by EUDA or (ii) developed outside of the respective services agreement, belong

This includes significant know-how in understanding how to leverage cloud components deployed in the current platform, other

third-party technologies, and EUDA’s own technology, to deliver a first-class digital healthcare service.

Consumer-centric

digital ecosystems are emerging across the world in response to these fundamental forces disrupting healthcare.

Such ecosystems are designed

to seamlessly deliver the right care in the right setting at the right time by integrating three critical components:

(a) a network of

health-service providers across care settings, (b) a system of intelligence that leverages behavioral, social, and health data to analyze

patients’ needs and selects the appropriate provider, and (c) a technology backbone that enables data and insights to flow between

care providers.

order to capitalize on this industry trend, EUDA is building a healthcare ecosystem that encompasses the full spectrum of healthcare

and offers a comprehensive suite of health and wellness solutions.

EUDA is an all-encompassing healthcare management platform purpose-built

to power the entire ecosystem of value-based care for both businesses and individuals.

EUDA offers healthcare solutions that strengthen

the delivery of holistic medical care.

It operates on a unified platform to streamline comprehensive patient-centered care and disease

management, unmatched data integration, broad-spectrum collaboration, patient engagement and configurable analytics and reporting.

ecosystem is strategically aligned to provide comprehensive solutions for their patients.

This begins when a person signs up for their

service and runs all the way to prescriptions, the delivery of medication and providing continuous care.

The software will be powered

by ML and AI capabilities that will cover the full spectrum of a patient’s visit cycle from E-triage, GP consult, E-medical certificates,

and medical prescriptions.

In addition to the medical aspect of healthcare, their ecosystem also encompasses the general well-being of

their customer and patients and therefore, caters to the fitness, dietary supplements and healthy snacks needs.

AI and ML driven chatbot service will be supported by its extensive database that drives the e-triage process.

The ML function learns

and improves the accuracy of outcomes as the database expands with more data inputs.

its patients are connected to the EUDA ecosystem through the EUDA mobile application.

This, in turn, enables its users to connect to

certified doctors 24/7 through the convenience of video consultations via either phone or tablet.

The application provides patients with

quick and easy communication with doctors who are readily available for addressing any medical issues.

If medically necessary, doctors

can also quickly prescribe medication and connect patients with the pharmacy of their choice.

Furthermore, the inbuilt data analytics

functionality gives user insights on improving health through health management modules and encourages program participation for targeted

lifestyle rewards and campaigns with selected partners.

Value Proposition

provides a unique value proposition to its users through the utilization of its core resources and competencies:

capabilities of Artificial Intelligence and Machine Learning :

EUDA’s technology platform leverages on at least 1,000 common

diagnostic patterns and represents a repository of valuable healthcare information of its clients that can be analyzed and dissected

through data analytics to ensure optimal therapeutic outcomes for its patients.

ML can also be used to better understand human behavior,

habits, and interactions to realize continuously improved outcomes.

The coordinator specialists provide 24/7 concierge-level care coordination services for their high-risk members and

cover all emergency, primary and specialty services.

Network of medical partners :

EUDA’s network consists of various medical partners across the healthcare spectrum ranging

from ambulatory service providers and GP Clinics to Hospitals and Specialist Consultants.

By leveraging on their expanding network,

EUDA is able to offer its clients the widest possible range of urgent care options based around pricing, proximity, choice of treatment

and medications.

real-time quality of their service providers :

EUDA’s service network is composed of accredited medical professionals who

are continuously trained to maintain a high standard of care.

The roster of medical professionals is continuously reviewed and updated

to ensure the highest quality of healthcare resources are made available to its clients.

Each of the medical practitioners in EUDA’s

roster has on average 15 years of experience.

plans to establish its presence beyond Singapore, across the Southeast Asia region.

Its strategy continues to be targeted at underdeveloped

health and wellness verticals to first establish its presence before dedicating more resources to capture more market share.

platform will provide a full continuum of healthcare services integrated with healthcare data analytics to drive improved outcomes for

Its services can be broken down into four spectrums:

Healthcare, Lifestyle & Wellness, Health Plans, and Enablement all

on a single platform.

The convenience of expanding existing offerings to provide services from Primary to Post-surgery care as well as

ongoing preventive healthcare for clients, regardless of the level of healthcare required, is unparalleled in the healthcare services

Southeast Asia market.

currently provides 2 services namely Medical Urgent Care and Property Management Services.

Medical Urgent Care service aims to deliver top-notch healthcare assistance and medical evacuation to offer individual and corporate

client’s peace of mind around the clock.

The proprietary technology enables EUDA to provide the members with a seamlessly integrated

medical assistance operation, reducing any possible delays in execution of cases.

Regardless of the severity of the injury, the platform

can recognize, analyze, and determine the type of treatment required instantly, mitigating any health-related risks and associated costs.

continues to invest in the existing EUDA platform to develop new technologies, products, modules, programs, and capabilities to meet

the broadening needs of its clients.

EUDA is also looking to partner with its clients and/or other stakeholders to build new features,

modules, and programs.

This includes the ongoing development of its digital tools program capabilities.

plans to expand the reach of its digital platforms into new areas by investing in new technologies such as AI and its digitally enabled

technology with the goal of improving the patient-physician consult experience, enhancing the company’s health service offerings,

improving healthcare delivery efficiency and providing one avenue for the collection, organization and structuring of data.

Management Services (Home Care Services)

Property Management Service covers the management of properties such as condominiums and shopping malls, which are part of the retail

and residential properties we service.

Categorized under Home Care Service line from 2023 onwards, this service line together with the

Security Service will eventually evolve to provide home-based medical services to households.

The home care service line will be a medical

integrated property management services in homes and offices that comes with general home care and specialized care service curated based

on member’s needs.

Services include but not limited to are remote monitoring, continuous care management, chronic disease management,

post-surgery care, infusion, and preventative service.

EUDA aims to also integrate the Security Service with its core business of providing

users with an integrated platform offering medical services by eventually training and providing security personnel at public events

for medical support.

penetration and the proliferation of online mobile applications has marked a significant shift in the global retail landscape to e-commerce

Consumer shopping habits have been molded with increasing digitalization as they can now explore a plethora of options and

products at the simple touch of a finger.

E-commerce has transformed the entire retail value chain from the selection of products to

the transaction process and finally receiving the actual product.

This has also had a trickle-down effect on health and wellness products

as more and more consumers are turning to the internet as a marketplace to address and fulfil their needs.

order to capitalize on this industry uptick, and as part of its wider ecosystem, EUDA operates a Digital Health Marketplace (DHM), a

smart online retail platform specializing in consumer health and wellness.

This platform is powered by smart capabilities for members

to compare and find the most cost-efficient product.

The DHM represents an online marketplace that aims to simplify clients and end-users’

access to health and wellness-based consumer products.

the DHM, EUDA operates in three main segments that are outside the realm of prescription medicine:

Supplements :

The dietary supplements market came under the limelight as a result of the COVID-19 pandemic which drove a massive

awareness for personal health and immunity-boosting supplements.

According to Grand View Research, the global dietary supplements

market was valued at US$ 151.9 billion in 2021 and is expected to expand at a CAGR of 8.9% between 2022 to 2030.

In terms of demographics,

working adults accounted for 46.6% of the overall revenue in 2021 as a result of significant lifestyle changes and hectic work schedules

due to the shift to work-from-home amidst the pandemic.

Southeast Asia is one of the key markets which is expected to see significant

growth during the forecast owing to the growing middle class and the increasing expenditure on health-enhancing products.

well-poised to capitalize on this untapped potential with its data driven DHM and its growing presence in the Southeast Asia market.

The demand for skincare products, especially through online outlets, saw a massive increase during the pandemic period as there was

a rising cognizance of the various benefits of using personal care products.

Moreover, within the skincare segment, the demand for

natural and organic skincare products proved to be more lucrative.

According to Mordor Intelligence, the Global Skincare Products

Market was valued at US$ 140.92 billion in 2020 and is forecast to grow at a CAGR of 4.69% from 2021 to 2026.

EUDA is strategically

positioned to capture the robust growth due to its strategic presence in the region as well its reliable and credible network of

Health consciousness has been one of the major drivers behind the exponential growth of the healthcare industry, especially

the healthy snacks industry.

The preference for a quality lifestyle and ensuring that the nutritional needs of the body are met has

boosted the demand for healthy snacks.

According to Fortune Global Insights, the global healthy snacks market was valued at USD$

78.13 billion in 2019 and is projected to reach USD$ 108.11 billion by 2027, exhibiting a CAGR of 4.2% during the forecast period.

Another key contributor to the growth of this market is the increasing prevalence of chronic and acute diseases which have driven

the shift to healthier lifestyle choices.

Health-conscious consumers are expected to increase as the need for healthier lifestyle

becomes more prevalent and therefore, with EUDA’s DHM, it will augment the online retail space for the healthy snacks industry.

ecosystem facilitates patients who are looking for healthier lifestyles to utilize the marketplace for their nutritional supplementation

at the click of a button.

EUDA marketplace is an online e-commerce function of the EUDA application and website that provides consumers

with the tools to optimize their wellness e-commerce experience and maximize their health savings through making qualified and informed

decisions in their shopping experience.

The platform will offer on-demand and subscription-based services for health and wellness products,

supplementing the service of care with technology, both at the front and back end.

The AI-assisted bot will offer suggestive content

and products to boost user’s well-being.

EUDA platform not only enables consumers to make informed decisions but also helps them

understand, manage and purchase products through educational content in accordance with their individual needs and benefits.

Marketplace will improve the lives of their patients by providing convenience, lowering prices and offering discounts and wide range

of products for the consumer health and wellness industry.

They aim to leverage their expanding network of medical partners to further

promote the need for health-consciousness and using superior dietary supplements for a healthier lifestyle as they continue to steer

through the pandemic.

time to time, the Company is party to certain legal proceedings, as well as certain asserted and un-asserted claims.

Amounts accrued,

as well as the total amount of reasonably possible losses with respect to such matters, individually and in the aggregate, are not deemed

to be material to the consolidated financial statements.

March 30, 2022, the State Courts of the Republic of Singapore had reached a verdict that the Company’s subsidiaries, KRHSG and

Melana (Defendants) is liable to compensate Jamie Fan Wei Zhi (Plaintiff), the Company’s related party for failing to procure the

release of the Plaintiff from the guarantees to secure a credit line from United Overseas Bank before December 31, 2020.

The Defendants

agree to compensate the Plaintiff the sum of $3,704 (SGD 5,000) per month as guarantor fee starting from January 1, 2021 until the Defendants

procured the release of the Plaintiff as the guarantor of the loan.

The Defendants released the Jamie Fan Wei Zhi as the guarantor of

the loan on October 31, 2022.

As of December 31, 2022, the Company has paid Jamie Fan Wei Zhi $74,966 (SGD 100,000), and no more balance

had 150 employees as of December 31, 2022, including our three named executive officers.

None of our employees are covered by collective

bargaining agreements, and we have not experienced any strikes or work stoppages related to labor relations issues.

We believe we have

good relations with our employees.

Purchase Agreement

the Closing Date, the Company consummated the previously announced business combination contemplated by the Share Purchase Agreement

(the “SPA”) between 8i Acquisition 2 Corp., a BVI business company (“8i”), EUDA Health Limited, a British Virgin

Islands business company (“EHL”), Watermark Developments Limited, a British Virgin Islands business company (“Watermark”

or the “Seller”), and Kwong Yeow Liew, dated April 11, 2022 and amended May 30, 2022, June 10, 2022, and September 7, 2022.

As contemplated by the SPA, a business combination between 8i and EUDA was effected by the purchase by 8i of all of the issued and outstanding

shares of EUDA from the Seller (the “Share Purchase”), resulting in EUDA becoming a wholly owned subsidiary of 8i.

in connection with the consummation of the Share Purchase, 8i has changed its name to “EUDA Health Holdings Limited.” The

transactions contemplated under the SPA relating to the Share Purchase are referred to herein as the “Business Combination.”

to the terms of the SPA, upon the consummation of the Business Combination (the “Closing”), any and all outstanding units

of 8i, composed of one ordinary share of 8i, no par value (the “8i Ordinary Shares”), one warrant (the “8i Warrants”),

with every two 8i Warrants entitling the registered holder to purchase one 8i Ordinary Share, and one right to receive one-tenth (1/10)

of one 8i Ordinary Share upon the consummation of an initial business combination (the “Rights”) (collectively, the “Units”)

were separated into their component parts and the 8i Ordinary Shares and 8i Warrants were re-designated on a one-for-one basis, and the

Rights were converted (at the rate of one-tenth (1/10) of a share for each outstanding Right), into ordinary shares of EUDA Health Holdings

Limited, no par value (the “Company Shares”).

The Company’s shareholders of record (the “Shareholders”)

are entitled to one vote for each Company Share held on all matters to be voted on by Shareholders.

Shareholders have no conversion,

preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the Company Shares.

Company Shares and warrants (the “Warrants”) are listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols

“EUDA” and “EUDAW,” respectively.

to the Closing, the Units, 8i Ordinary Shares, 8i Warrants and Rights were listed on Nasdaq under the symbols “LAXXU,” “LAX,”

“LAXXW,” and “LAXXR,” respectively.

In connection with the Business Combination, all of the Units separated into

their component parts and ceased trading on Nasdaq.

No fractional Company Shares were issued upon the conversion of the Rights.

and Restated Registration Rights Agreement.

the Closing, 8i will enter into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights

Agreement”) with certain existing stockholders of 8i and with the Seller with respect to their shares of 8i acquired before or

pursuant to the Share Purchase, and including the shares issuable on conversion of the warrants issued to the Sponsor in connection with

8i’s initial public offering and any shares issuable on conversion of working capital loans from Sponsor to 8i (collectively, the

“Registrable Securities”).

The agreement amends and restates the registration rights agreement 8i entered into on November

22, 2021 in connection with its initial public offering.

No later than seven (7) calendar days from the closing, the Company will file

with the SEC a registration statement on Form S-3 covering the resale of all or such maximum portion of the Registrable Securities as

permitted by the SEC.

The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting

At the closing, the Company entered into an amended and restated registration rights

agreement (as amended, the “Amended and Restated Registration Rights Agreement”) with certain existing stockholders of the

Company and with the Seller with respect to their shares of the Company 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 the Company’s initial public offering

and any shares issuable on conversion of working capital loans from the Sponsor (as defined in the SPA) to the Company (collectively,

the “Registrable Securities”).

The agreement amends and restates the registration rights agreement the Company entered into

on November 22, 2021 in connection with its initial public offering.

Pursuant to the terms of the Amended and Restated Registration Rights

Agreement, no later than fourteen (14) calendar days from the Closing, the Company is to file with the SEC a registration statement on

Form S-3 (or Form S-1) covering the resale of all or such maximum portion of the Registrable Securities as permitted by the SEC.

Amended and Restated Registration Rights Agreement does not contain liquidating damages or other cash settlement provisions resulting

from delays in registering the Company’s securities.

1 unchanged sentence

of any such registration statements.

Seller has 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.

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.

Business Combination is expected to be consummated after obtaining the required approval by the shareholders of 8i and EUDA Health

and the satisfaction of certain other customary closing conditions, including regulatory approval.

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 will mail the definitive proxy statement and a proxy card to each

stockholder entitled to vote at the special meeting relating to the acquisition.

INVESTORS AND SECURITY HOLDERS OF 8i ARE URGED TO

READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE

ACQUISITION THAT 8i WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT 8i, EUDA

HEALTH AND THE SPA.

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.

Management Team with Proven Track Record

with our management team, we believe we have a broad network of contacts and corporate relationship that makes us efficient at:

and evaluating businesses, and

cultural differences to negotiate and execute a transaction in a timely and professional

leveraging our management team’s special purpose acquisition company (“SPAC”) experience, performing disciplined due

diligence, being cautious downside protection, and providing post-acquisition value-add capabilities, we believe that we will be able

to acquire a target business that will achieve significant returns for investors.

as a Publicly Listed Company

believe our structure will make us an attractive business combination partner to prospective target businesses.

As a publicly listed

company, we will offer a target business an alternative to the traditional initial public offering.

We believe that target businesses

will favor this alternative, which we believe is less expensive, while offering greater certainty of execution than the traditional initial

public offering.

During an initial public offering, there are typically expenses incurred in marketing, which would be costlier than

a business combination with us.

Furthermore, once a proposed business combination is approved by our shareholders (if applicable) and

the transaction is consummated, the target business will have effectively become public, whereas an initial public offering is always

subject to the underwriters’ ability to complete the offering, as well as general market conditions that could prevent the offering

from occurring.

Once public, we believe the target business would have greater access to capital and additional means of creating management

incentives that are better aligned with shareholders’ interests than it would as a private company.

It can offer further benefits

by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented management staffs.

Financial Position and Flexibility

the funds held in our trust account, we can offer a target business a variety of options to facilitate a business combination and fund

future expansion and growth of its business.

Because we are able to consummate a business combination using the cash proceeds from the IPO, our share capital, debt or a combination of the foregoing, we have the flexibility to use an efficient structure allowing us

to tailor the consideration to be paid to the target business to address the needs of the parties.

However, if a business combination

requires us to use substantially all of our cash to pay for the purchase price, we may need to arrange third party financing to help

fund our business combination.

Since we have no specific business combination under consideration, we have not taken any steps to secure

third party financing.

acquisition strategy will seek to capitalize on M&A and operational expertise and relationship of both our management team and our

board of directors, to identify attractive businesses that have capacity to grow rapidly by utilizing a public vehicle.

Our selection

process will leverage our team’s network of industry, private equity and business community relationships as well as relationship

with management teams of public and private companies, investment bankers, attorneys and accountants, which we believe should provide

us with a number of business combination opportunities.

We intend to focus on companies where we believe the combination of our relationships,

capital and capital markets expertise and operating experience of Mr.

Tan, can help accelerate the target business’ growth and

is no restriction in the geographic location of targets that we can pursue, although we intend to initially prioritize geographic locations

in Asia (excluding China), where our management team has extensive experience.

Our Articles of Association prohibit us from undertaking

our initial business combination with any entity that conducts a majority of its business or is headquartered in China (including Hong

Kong and Macau).

focus of our management team is to create shareholder value by leveraging its experience to improve the efficiency of the business while

implementing strategies to grow revenue and profits organically and/or through acquisitions.

Consistent with our strategy, we have identified

the following general criteria and guidelines that we believe are important in evaluating prospective target businesses.

While we intend

to use these criteria and guidelines in evaluating prospective businesses, we may deviate from these criteria and guidelines should we

see fit to do so:

a result of the Asia region’s strong growth over the past several decades, the region has become home to a large number of small

domestic and regional companies, which are serving the ever-increasing needs of economies locally.

While such companies have performed

relatively well, the vast majority of these companies suffer from a lack of insightful strategy, insufficient capital, operational inefficiencies

and various succession issues (as many companies are first-generation and family-owned).

This has also resulted in high degree of market

fragmentation, without any established regional market leaders.

We will seek target businesses in Asia (excluding China), for which we

can provide strategic advice, access to sufficient capital and effective operational expertise, to grow the business.

Articles of Association prohibit us from undertaking our initial business combination with any entity that conducts a majority of its

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

Revenue Visibility with Defensible Market Position

intend to seek target companies that are at an inflection point, such as those requiring additional management expertise, are able to

innovate by developing new products or services, or where we believe we can drive improved financial performance and where an acquisition

may help facilitate growth.

from Being a U.S.

Public Company (Value Creation and Marketing Opportunities)

intend to seek target companies that should offer attractive risk-adjusted equity returns for our shareholders.

We intend to seek to

acquire a target on terms and in a manner that leverages our experience.

We expect to evaluate financial returns based on (i) the potential

for organic growth in cash flows, (ii) the ability to achieve cost savings, (iii) the ability to accelerate growth, including through

the opportunity for follow-on acquisitions and (iv) the prospects for creating value through other value creation initiatives.

upside from growth in the target business’ earnings and an improved capital structure will be weighed against any identified downside

Benefit from Globalization Trends and Possession of Competitive Advantages

companies exhibit unrecognized value or other characteristics that we believe have been misevaluated by the marketplace based on our

company specific analysis and due diligence review.

For a potential target company, this process will include, among other things, a

review and analysis of the company’s capital structure, quality of earnings, potential for operational improvements, corporate

governance, customers, material contracts, and industry background and trends.

We intend to leverage the operational experience and disciplined

investment approach of our team to identify opportunities to unlock value that our experience in complex situations allows us to pursue.

criteria are not intended to be exhaustive.

Any evaluation relating to the merits of a particular initial business combination may be

based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management

may deem relevant.

Acquisition Considerations

are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, officers or directors.

In the event we seek to complete our initial business combination with a company that is affiliated with our Sponsor, officers or directors,

we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent

firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm that

our initial business combination is fair to our company from a financial point of view.

Operating and Investing Experience

believe that our executive officers possess the experience, skills and contacts necessary to source, evaluate, and execute an attractive

business combination.

See the section titled “Management” for complete information on the experience of our officers and

Notwithstanding the foregoing, our officers and directors are not required to commit their full time to our affairs and will

allocate their time to other businesses.

We presently expect each of our employees to devote such amount of time as they reasonably believe

is necessary to our business (which could range from only a few hours a week while we are trying to locate a potential target business

to a majority of their time as we move into serious negotiations with a target business for a business combination).

The past successes

of our executive officers and directors do not guarantee that we will successfully consummate an initial business combination.

more fully discussed in “Management — Conflicts of Interest,” if any of our officers or directors becomes aware of

a business combination opportunity that falls within the line of business of any entity to which he has pre-existing fiduciary or contractual

obligations, he may be required to present such business combination opportunity to such entity, subject to his or her fiduciary duties

under British Virgin Islands’ Companies Law, prior to presenting such business combination opportunity to us.

Most of our officers

and directors currently have certain pre-existing fiduciary duties or contractual obligations.

Growth Company Status and Other Information

are an emerging growth company as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified

by the Jumpstart Our Business Startups Act of 2012 (which we refer to herein as the JOBS Act).

As such, we are eligible to take advantage

of certain exemptions from 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 of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic

reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and

shareholder approval of any golden parachute payments not previously approved.

If some investors find our securities less attractive

as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period

provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an emerging

growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We intend to take advantage of the benefits of this extended transition period.

will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of

the date of the IPO, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a

large accelerated filer, which means the market value of our Ordinary Shares that are held by non-affiliates exceeds $700 million as

of the prior January 31, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three

are currently a “foreign private issuer” as defined in Rule 405, but are voluntarily choosing to register and report

using domestic forms.

We are required to determine our status as a foreign private issuer for the 2023 fiscal year as of the last

day of our second quarter.

On such date, if we no longer qualify as a “foreign private issuer” (as set

forth in Rule 3b-4 of the Exchange Act), we will then become subject to the U.S.

domestic issuer rules as of the first day of our

2023 fiscal year, or August 1st.

identifying, evaluating and selecting a target business, we may encounter intense competition from other entities having a business objective

similar to ours.

Many of these entities are well established and have extensive experience identifying and effecting business combinations

directly or through affiliates.

Many of these competitors possess greater technical, human and other resources than us and our financial

resources will be relatively limited when contrasted with those of many of these competitors.

While we believe there may be numerous

potential target businesses that we could acquire with the net proceeds of the IPO, our ability to compete in acquiring certain

sizable target businesses may be limited by our available financial resources.

Our Articles of Association prohibit us from undertaking

our initial business combination with any entity that conducts a majority of its business or is headquartered in China (including Hong

Kong and Macau).

following also may not be viewed favorably by certain target businesses:

obligation to seek shareholder approval of a business combination or obtain the necessary

financial information to be sent to shareholders in connection with such business combination

may delay or prevent the completion of a transaction;

obligation to convert public shares held by our public shareholders may reduce the resources

available to us for a business combination;

may require us to file a new listing application and meet its initial listing requirements

to maintain the listing of our securities following a business combination;

outstanding warrants, rights and unit purchase options and the potential future dilution

they represent;

obligation to pay the deferred underwriting discounts to Maxim Group LLC upon consummation

of our initial business combination;

obligation to either repay or issue units upon conversion of up to $500,000 of working capital

loans that may be made to us by our initial shareholders, officers, directors or their affiliates;

obligation to register the resale of the insider shares, as well as the private units (and

underlying securities) and any securities issued to our initial shareholders, officers, directors

or their affiliates upon conversion of working capital loans;

impact on the target business’ assets as a result of unknown liabilities under the

securities laws or otherwise depending on developments involving us prior to the consummation

of a business combination.

of these factors may place us at a competitive disadvantage in successfully negotiating a business combination.

Our management believes,

however, that our status as a public entity and potential access to the United States public equity markets may give us a competitive

advantage over privately-held entities having a similar business objective as ours in acquiring a target business with significant growth

potential on favorable terms.

we succeed in effecting a business combination, there will be, in all likelihood, intense competition from competitors of the target

We cannot assure you that, subsequent to a business combination, we will have the resources or ability to compete effectively.

have two executive officers .

These individuals are not obligated to devote any specific

number of hours to our matters and intend to devote only as much time as they deem necessary to our affairs.

The amount of time they

will devote in any time period will vary based on whether a target business has been selected for the business combination and the stage

of the business combination process the company is in.

Accordingly, once management locates a suitable target business to acquire, they

will spend more time investigating such target business and negotiating and processing the business combination (and consequently spend

more time to our affairs) than they would prior to locating a suitable target business.

We presently expect our executive officers to

devote such amount of time as they reasonably believe is necessary to our business (which could range from only a few hours a week while

we are trying to locate a potential target business to a majority of their time as we move into serious negotiations with a target business

for a business combination).

We do not intend to have any full-time employees prior to the consummation of a business combination.

a smaller reporting company, we are not required to make disclosures under this Item.

UNRESOLVED STAFF COMMENTS

In connection with the Closing, the Seller and its designees entered into lock-up agreements agreeing, subject to

certain 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 may,

upon written agreement of the Company and the Seller, be reduced for one or more holders of the Lockup Shares).

The term “Lockup

Shares” mean the Purchaser Shares (as defined in the SPA) and the Earnout Shares (as defined in the SPA), 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 the Company after the Closing.

Indemnification

Closing the Company entered into indemnification agreements with each of its directors and executive officers.

Each indemnification agreement

provides for indemnification and advancement by the Company of certain expenses and costs relating to claims, suits or proceedings arising

from service as an officer, director, employee, agent or fiduciary of the Company to the fullest extent permitted by applicable law.

Closing, the Company entered into a release (the “Seller Release” ) whereby Seller agreed to release 8i, EUDA,

and all of their respective past and present officers, directors, managers, stockholders, members, employees, agents, predecessors, subsidiaries,

affiliates, estates, successors, assigns, partners and attorneys (each, a “Released Party” ) to the maximum

extent permitted by applicable law, from any and all claims, obligations, rights, liabilities or commitments of any nature whatsoever

against 8i, EUDA, or any of the Released Parties, arising at or prior to the Closing, or related to any act, omission or event occurring,

or condition existing, at or prior to the Closing.

The Seller does not release 8i, EUDA, or any of the Released Parties from claims arising

after the date of the Seller Release, any of the other ancillary agreements to the SPA, or any organizational or governing documents

or, of any indemnification agreements with, 8i or any of its subsidiaries.

You Can Find More Information

Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed

pursuant to Sections 13(a) and 15(d) of the Exchange Act are filed with the SEC.

Such reports and other information filed by the Company

with the SEC are available free of charge on our website at https://www.nauticusrobotics.com as soon as reasonably practicable after

they are electronically filed with or furnished to the SEC.

Our SEC filings are also available to the public from the SEC’s internet

site at https://www.sec.gov.

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-K

Item 1. Business