Item 1.01 Entry into a Material Definitive Agreement
Share Purchase Agreement
As previously announced, 8i Acquisition 2 Corp., a British Virgin Islands
business company ("LAX"), entered into a Share Purchase Agreement (the "SPA")
dated April 11, 2022, as amended on May 30, 2022, and June 10, 2022, 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 LAX and EUDA Health 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 September 7, 2022, the parties
amended the SPA (the "Third Amendment") to add a condition to closing and a
post-closing covenant of EUDA Health that the release of funds from its bank
account after the closing of the business combination shall require at least two
(2) signatures, one (1) of whom shall be that of the independent director
selected by 8i Holdings 2 Pte. Ltd.
The foregoing is a summary only and does not purport to be a complete
description of all terms and provisions of the Third Amendment, and is subject
to and qualified in its entirety by reference to the full text of the Third
Amendment, which is filed herewith as Exhibit 2.1 to this Current Report on Form
8-K, and is incorporated into this Item 1.01 by reference.
Important Information for Investors and Shareholders
This document relates to a proposed transaction between LAX and EUDA Health.
This document does not constitute an offer to sell or exchange, or the
solicitation of an offer to buy or exchange, any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer, sale or exchange
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. LAX has filed a preliminary proxy statement with
the SEC. A proxy statement will be sent to all LAX shareholders. LAX also will
file other documents regarding the proposed transaction with the SEC. Before
making any voting decision, investors and security holders of LAX are urged to
read the proxy statement and all other relevant documents filed or that will be
filed with the SEC in connection with the proposed transaction as they become
available because they will contain important information about the proposed
transaction.
Investors and security holders will be able to obtain free copies of the proxy
statement and all other relevant documents filed or that will be filed with the
SEC by LAX through the website maintained by the SEC at www.sec.gov.
Forward Looking Statements
Certain statements included in this Current Report on Form 8-K are not
historical facts but are forward-looking statements. Forward-looking statements
generally are accompanied by words such as "believe," "may," "will," "estimate,"
"continue," "anticipate," "intend," "expect," "should," "would," "plan,"
"future," "outlook," and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters, but the
absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements include, but are not limited to, statements
regarding estimates and forecasts of other performance metrics and projections
of market opportunity. These statements are based on various assumptions,
whether or not identified in this Current Report on Form 8-K and on the current
expectations of LAX's and EUDA Health's respective management and are not
predictions of actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as, and must not be
relied on by any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of LAX and EUDA Health. Some
important factors that could cause actual results to differ materially from
those in any forward-looking statements could include changes in domestic and
foreign business, market, financial, political and legal conditions.
These forward-looking statements are subject to a number of risks and
uncertainties. These risks and uncertainties include, but are not limited to,
those factors described in the section entitled "Risk Factors" in the prospectus
filed by LAX in connection with its initial public offering on November 22,
2021. Important factors, among others, that may affect actual results or
outcomes include: the inability of the parties to successfully or timely
consummate the Share Purchase, including the risk that any required regulatory
approvals are not obtained, are delayed or are subject to unanticipated
conditions that could adversely affect EUDA Health or the expected benefits of
the Share Purchase, if not obtained; the failure to realize the anticipated
benefits of the business combination; matters discovered by the parties as they
complete their respective due diligence investigation of the other parties; the
ability of LAX prior to the Share Purchase, and EUDA Health following the Share
Purchase, to maintain the listing of LAX's shares on Nasdaq; costs related to
the business combination; the failure to satisfy the conditions to the
consummation of the Share Purchase, including the approval of the SPA by the
shareholders of LAX, the satisfaction of the minimum cash requirements of the
SPA following any redemptions by LAX's shareholders; the risk that the Share
Purchase may not be completed by the stated deadline and the potential failure
to obtain an extension of the stated deadline; and the outcome of any legal
proceedings that may be instituted against LAX or EUDA Health related to the
business combination. Important factors that could cause the combined company's
actual results or outcomes to differ materially from those discussed in the
forward-looking statements include: EUDA Health's limited operating history and
history of net losses; EUDA Health's ability to manage growth; EUDA Health's
ability to execute its business plan; EUDA Health's estimates of the size of the
markets for its products; the rate and degree of market acceptance of EUDA
Health's products; EUDA Health's ability to identify and integrate acquisitions;
potential litigation involving the Company or EUDA Health or the validity or
enforceability of EUDA Health's intellectual property; and general economic and
market conditions impacting demand for EUDA Health's products and services.
If any of these risks materialize or our assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that neither LAX nor
EUDA Health presently know, or that LAX and EUDA Health currently believe are
immaterial that could also cause actual results to differ from those contained
in the forward-looking statements. In addition, forward-looking statements
reflect LAX and EUDA Health's current expectations, plans and forecasts of
future events and views as of the date hereof. Nothing in this Current Report on
Form 8-K and the attachments hereto should be regarded as a representation by
any person that the forward-looking statements set forth herein will be achieved
or that any of the contemplated results of such forward-looking statements will
be achieved. You should not place undue reliance on forward-looking statements
in this Current Report on Form 8-K and the attachments hereto, which speak only
as of the date they are made and are qualified in their entirety by reference to
the cautionary statements herein and the risk factors of LAX and EUDA Health
described above. LAX and EUDA Health anticipate that subsequent events and
developments will cause their assessments to change. However, while LAX and EUDA
Health may elect to update these forward-looking statements at some point in the
future, they each specifically disclaim any obligation to do so, except as
required by law. These forward-looking statements should not be relied upon as
representing LAX or EUDA Health's assessments as of any date subsequent to the
date of this Current Report. Accordingly, undue reliance should not be placed
upon the forward-looking statements.
Participants in the Solicitation
LAX and its directors and executive officers and other persons may be deemed to
be participants in the solicitation of proxies from LAX's shareholders with
respect to the proposed transaction. Information regarding LAX's directors and
executive officers is available in its prospectus filed in connection with its
initial public offering on November 22, 2021. Additional information regarding
the participants in the proxy solicitation relating to the proposed transaction
and a description of their direct and indirect interests will be contained in
the proxy statement when it becomes available.
EUDA Health and its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the shareholders of LAX in
connection with the proposed transaction. A list of the names of such directors
and executive officers and information regarding their interests in the proposed
transaction will be included in the proxy statement for the proposed transaction
when available. You may obtain free copies of these documents as described in
the second paragraph under the above section entitled "Important Information for
Investors and Shareholders."
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval, nor
shall there be any sale of any securities in any state or jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such other jurisdiction. No offering
of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act, or an exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Description
2.1 Amendment No. 3 to Share Purchase Agreement, dated as of September
7, 2022, by and among EUDA Health Limited, Watermark Developments
Limited, 8i Acquisition 2 Corp., and Kwong Yeow Liew.
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