Item 1.01 Entry into a Material Definitive Agreement
Forward Purchase Agreement As previously announced,8i Acquisition 2 Corp. , aBritish Virgin Islands business company ("LAX" or the "Company"), entered into a Share Purchase Agreement (the "SPA") datedApril 11, 2022 , as amended, withEUDA Health Limited , aBritish Virgin Islands business company ("EUDA Health "),Watermark Developments Limited , aBritish Virgin Islands business company (the "Seller") andKwong Yeow Liew , acting as Representative of the Indemnified Parties (the "Indemnified Party Representative"). Pursuant to the terms of the SPA, a business combination betweenLAX and EUDA Health will be effected through the purchase by Company of all of the issued and outstanding shares ofEUDA Health from the Seller (the "Share Purchase"). OnNovember 1, 2022 , the Company andGreentree Financial Group, Inc. , aFlorida corporation (the "Investor") entered into a Forward Share Purchase Agreement (the "Forward Purchase Agreement") pursuant to which, on the sixty (60) day anniversary of the date of the closing of the Share Purchase, the Investor may elect to sell and transfer to the Company, and the Company will purchase, in the aggregate up to 125,000 ordinary shares of the Company, no par value per share (the "Investor Shares") then held by the Investor. The Company will purchase the Investor Shares at a price of$10.41 per share (the "Shares Purchase Price"). The date of the closing of the Share Purchase is referred to as "Share Purchase Closing Date", and the date of the purchase by the Company of the Investor Shares is referred to as the "Investor Shares Closing Date". In conjunction with the sale of the Investor Shares to the Company, the Investor shall notify the Company and the Escrow Agent (as defined below) in writing anytime during the period commencing fifteen (15) business days and ending two (2) business days prior to the sixty (60) day anniversary of the Share Purchase Closing Date whether or not such Investor is exercising its right to sell the Investor Shares that such Investor holds to the Company pursuant to the Forward Purchase Agreement (each, a "Investor Shares Sale Notice"). Failure of timely delivery of the Investor Shares Sales Notice shall be deemed as forfeiture of such Investor's right to sell any Investor Shares to the Company pursuant to the Forward Purchase Agreement. If an Investor Shares Sale Notice is timely delivered by the Investor to the Company and the Escrow Agent, the Company will purchase from such Investor the Investor Shares held by such Investor on the Investor Shares Closing Date.
The Investor agreed to purchase all Investor Shares at a price per share no greater than the price paid to the Company's public shareholders who elected to redeem their shares in connection with shareholders' vote to approve the Share Purchase (the "Redemption Price"). In exchange for the Company's commitment to purchase the Investor Shares on the Investor Shares Closing Date, the Investor agreed that it will not request redemption of any of the Investor Shares in conjunction with the Company's shareholders' approval of the Share Purchase, or tender the Investor Shares to the Company in response to any redemption or tender offer that the Company may commence for its ordinary shares. Such waiver by the Investor may reduce the number of ordinary shares redeemed in connection with the Share Purchase, which reduction could alter the perception of the potential strength of the business combination transaction contemplated by
the SPA. Commencing on the day after the Share Purchase Closing Date and prior to the one (1) month anniversary of the Share Purchase Closing Date, the Investor may sell its Investor Shares in the open market as long as the sales price exceeds$10.36 per Investor Share (such sale, the "Early Sale" and such shares, the "Early Sale Shares"). If the Investor sells any Investor Shares in an Early Sale, the Escrow Agent shall release from the Escrow Account (x) to the Investor an amount equal to$0.05 per Early Sale Share sold by the Investor (the "Early Sale Premium") and (y) to the Company an amount equal to$10.36 per Early Sale Share sold in such Early Sale. If the Investor has sold Investor Shares in the open market other than an Early Sale, the Escrow Agent shall release to the Company for the Company's use without restriction an aggregate amount equal to the number of Investor Shares sold multiplied by the Shares Purchase Price. Within one (1) business day following the closing of the Share Purchase, the Company will deposit into an escrow account withAmerican Stock Transfer & Trust Company (the "Escrow Agent"), subject to the terms of an escrow agreement, an amount equal to the Shares Purchase Price multiplied by the aggregate number of Investor Shares held by Investor as of the closing of the Share Purchase (the "Escrowed Funds"). The Company's purchase of the Investor Shares will be made with funds from the escrow account attributed to the Investor Shares. In the event that an Investor sells any Investor Shares as provided for above, it shall provide notice to the Company and the Escrow Agent within three (3) business days of such sale (the "Open Market Sale Notice), and the Escrow Agent shall release from the escrow account for the Company's use without restriction an amount equal to the pro rata portion of the escrow attributed to the Investor Shares which the Investor has sold. In the event that the Investor chooses not to sell to the Company any Investor Shares that the Investor owns as of the sixty (60) day anniversary of the Share Purchase Closing Date, or if the Investor fails to timely provide notice of its election to sell such Investor Shares to the Company, the Escrow Agent shall release all remaining funds from the escrow account for the Company's use without restriction. Nothing in the Forward Purchase Agreement prohibits or restricts the Investor from purchasing from third parties prior to the Share Purchase Closing Date ordinary shares, including shares that have previously been tendered by third parties for redemption in conjunction with the Company's shareholders' approval of the Share Purchase, to the extent such third parties unwind such tenders for redemption, or any warrants, convertible notes or options (including puts or calls) of the Company; provided, the aggregate number of Investor Shares (including any additional shares) owned by the Investor shall not exceed 125,000 ordinary shares of the Company, unless otherwise agreed in writing by all parties. The Forward Purchase Agreement contain customary representations, warranties and covenants from the parties. The Company' obligation to consummate the transactions contemplated by the Forward Purchase Agreement are subject to the consummation of the Share Purchase. The Company agreed to indemnify the Investor and its respective officers, directors, employees, agents and shareholders (collectively referred to as the "Indemnitees") against, and hold them harmless of and from, any and all loss, liability, cost, damage and expense, including without limitation, reasonable and documented out-of-pocket outside counsel fees, which the Indemnitees may suffer or incur by reason of any action, claim or proceeding, in each case, brought by a third party creditor of the Company,EUDA Health or any of their respective subsidiaries asserting that Investor is not entitled to receive the aggregate Share Purchase Price or such portion thereof as it is entitled to receive pursuant to the Forward Purchase Agreement, unless such action, claim or proceeding is the result of the fraud, bad faith, willful misconduct or gross negligence of any Indemnitee. The Forward Purchase Agreement may be terminated: (i) by mutual written consent of the Company and the Investor; (ii) automatically if the Company's shareholders fail to approve the Share Purchase beforeNovember 24, 2022 (the "Outside Date"), as the Outside Date may be extended pursuant to the SPA, or if the closing of the Share Purchase does not occur for any reason; and (iii) prior to the closing of the Share Purchase by the Investor if there occurs a Company Material Adverse Effect (as defined in that the SPA), or by the Investor if the Escrow Agreement is not executed (by any party to the Escrow Agreement other than the Investor) for any reason on or before the Share Purchase Closing Date.
The primary purpose of entering into the Forward Purchase Agreement is to help ensure that certain Nasdaq initial listing requirements will be met, and therefore increases the likelihood that the Business Combination will close.
Waiver Agreement to the SPA
On
? that United Overseas Bank Limited has consented in writing to the consummation
of the SPA under each of the Banking Facility Agreement dated
between
Debenture dated
? that
consummation of the Transaction under the Note issuance agreement (bolt term
financing) dated
dated
Item 8.01 Other Events The following disclosures supplement the disclosures contained in the definitive proxy statement, which was filed by the Company with theU.S. Securities and Exchange Commission (the "Commission") onOctober 13, 2022 , and distributed on or aboutOctober 17, 2022 to the Company's stockholders of record as of the close business onOctober 10, 2022 in connection with the Business Combination (the "Definitive Proxy Statement"). The following disclosures should be read in conjunction with the disclosures contained in the Definitive Proxy Statement, which should be read in its entirety. To the extent that information set forth herein differs from or updates information contained in the Definitive Proxy Statement, the information contained herein supersedes the information contained in the Definitive Proxy Statement. All page references are to pages in the Definitive Proxy Statement, and any defined terms used but not defined herein shall have the meanings set forth in the Definitive Proxy Statement.
Supplements to the Definitive Proxy Statement
The Definitive Proxy Statement is amended and supplemented on page 21 by adding the following to the "SUMMARY OF THE PROXY STATEMENT - Other Agreements Relating to the Business Combination" section of the Definitive Proxy Statement. Forward Purchase Agreement OnNovember 1, 2022 , 8i andGreentree Financial Group, Inc. , aFlorida corporation ("Greentree") entered into an agreement (the "Forward Purchase Agreement") pursuant to which, among other things, (a) Greentree intends, but is not obligated, to purchase 8i's Ordinary Shares, after the date of the Forward Purchase Agreement from holders of the Ordinary Shares, other than 8i or its affiliates, who have redeemed their Ordinary Shares or indicated an interest in redeeming the Ordinary Shares they hold pursuant to the redemptions rights set forth in 8i's Current Charter in connection with the Business Combination; and (b) Greentree has agreed to waive any redemption rights in connection with the Business Combination with respect to any Ordinary Shares it purchases in accordance with the Forward Purchase Agreement. Such waiver by Greentree may reduce the number of Ordinary Shares redeemed in connection with the Share Purchase, which reduction could alter the perception of the potential strength of the Business Combination transaction contemplated by the SPA. To the extent Greentree purchases 8i's Ordinary Shares in accordance with the Forward Purchase Agreement, Greentree may elect to sell and transfer to 8i, and 8i has agreed to purchase, in the aggregate up to 125,000 Ordinary Shares (the "Investor Shares") then held by Greentree on the sixty (60) day anniversary of the date of the closing of the Share Purchase, and pay Greentree at a price of$10.41 per Investor Share (the "Investor Shares Purchase Price"), out of the funds held in the Trust Account, the Escrowed Funds (as such term is defined in the "Proposal No. 1 - The Business Combination Proposal - Ancillary Agreements to the SPA").
Agreement for Advisory Services
OnOctober 18, 2022 ,Seller and GSV Capital Partners LLC ("GSV") entered into an Agreement for Advisory Services pursuant to which, among other things, (a) Seller retained GSV to facilitate the Forward Purchase Transaction; and (b) GSV will receive from Seller up to 50,000 Ordinary Shares of 8i following the closing of the Business Combination as payment for its advisory services, provided that Greentree has not breached any terms of the Forward Purchase Agreement. OnNovember 6, 2022 , Seller and GSV reached an oral agreement to reduce the consideration to GSV from 50,000 shares to 12,500 shares.
The Definitive Proxy Statement is amended and restated on pages 29 through 31 under "SELECTED UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION" section of the Definitive Proxy Statement. SELECTED UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION The following summary unaudited pro forma combined financial data gives effect to the Business Combination and the other transactions contemplated by the SPA described in the section titled "Unaudited Pro Forma Combined Financial Information". The summary pro forma data have been derived from, and should be read in conjunction with, the unaudited pro forma combined financial information of 8i appearing elsewhere in this supplement and the Definitive Proxy Statement and the accompanying notes. The unaudited pro forma combined financial information is based upon, and should be read in conjunction with, the historical consolidated financial statements of 8i and EUDA and related notes included in the Definitive Proxy Statement. The summary pro forma data have been presented for informational purposes only and are not necessarily indicative of what the Combined Company's financial position or results of operations actually would have been had the Business Combination been completed as of the dates indicated. In addition, the summary pro forma data do not purport to project the future financial position or operating results of the Combined Company.
The unaudited pro forma combined financial information included in this supplement and the Definitive Proxy Statement has been prepared using the assumptions below with respect to the potential redemption into cash of 8i's ordinary shares:
? Scenario 1--Assuming No Redemptions: This presentation assumes that no public shareholders exercise redemption rights with respect to their ordinary shares for a pro rata share of the funds in 8i's Trust Account. ? Scenario 2--Assuming Maximum Redemptions: This presentation assumes that shareholders holding 7,487,500 8i ordinary shares will exercise their redemption rights for their pro rata share (approximately$10.03 per share) of the funds in the trust account. The maximum redemption amount is derived so that there is a minimum market value of unrestricted publicly held shares of$20.0 million , after giving effect to the payments to redeeming shareholders. Scenario 2 includes all adjustments contained in Scenario 1 and presents additional adjustments to reflect the effect of the maximum redemptions. The historical financial information has been adjusted to give effect to the expected events that are related and/or directly attributable to the transactions and are factually supportable. The adjustments presented in the selected unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the Combined Company upon consummation of the transactions.
This information should be read together with 8i's and EUDA's financial statements and related notes, "8i's Management's Discussion and Analysis of Financial Condition and Results of Operations," "EUDA's Management's Discussion and Analysis of Financial Condition and Results of Operations" and other financial information included elsewhere in the Definitive Proxy Statement.
The selected unaudited pro forma condensed combined financial information is presented for illustrative purposes only. Such information is only a summary and should be read in conjunction with the section titled "Unaudited Pro Forma Combined Financial Information." The financial results may have been different had the companies always been combined. You should not rely on the selected unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the Combined Company will experience. For the Six Months Ended June 30, 2022 Pro Forma Pro Forma Combined Combined Assuming No Assuming Maximum 8i EUDA Redemptions Redemptions Statements of Operations Data: Revenues $ -$ 5,095,060 $ 5,095,060 $ 5,095,060 Cost of revenues - 3,163,172 3,163,172 3,163,172 Gross profit - 1,931,888 1,931,888 1,931,888 Operating expenses 1,760,114 3,591,873 2,817,987 2,817,987
Loss from operations (1,760,114 ) (1,659,985 ) (886,099 ) (886,099 ) Other income (expense), net 222,166 122,371 122,371 122,371 Loss before income taxes (1,537,948 ) (1,537,614 ) (763,728 ) (763,728 ) Provision for income taxes - 97,953 97,953 97,953 Net loss (1,537,948 ) (1,635,567 ) (861,681 ) (861,681 ) Less: Net income attributable to noncontrolling interest - 2,226 2,226 2,226 Net loss attributable to ordinary shareholders$ (1,537,948 ) $ (1,637,793 ) $ (863,907 ) $ (863,907 ) Basic and diluted weighted average shares outstanding of redeemable ordinary shares 8,625,000 - - Basic and diluted net loss per redeemable ordinary share$ (0.13 ) $ - $ - Basic and diluted weighted . . .
Item 9.01. Financial Statements and Exhibits
(d) Exhibits: Exhibit No. Description 10.1 Forward Purchase Agreement, datedNovember 1, 2022 10.2 Wavier Agreement, datedNovember 7, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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