Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
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Trading
Symbol(s) |
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Name
of each exchange on which registered |
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Units
consisting of one Ordinary Share, no par value, one Redeemable Warrant to acquire one-half (1/2) of one Ordinary Share, and one Right
to acquire one-tenth of an Ordinary Share |
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LAXXU |
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NASDAQ
Stock Market LLC |
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Ordinary
Shares included as part of the Units |
|
LAX |
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NASDAQ
Stock Market LLC |
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Redeemable
Warrants included as part of the Units |
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LAXXW |
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NASDAQ
Stock Market LLC |
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Rights
included as part of the Units |
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LAXXR |
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NASDAQ
Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement
Share
Purchase Agreement
On
April 11, 2022, 8i Acquisition 2 Corp., a British Virgin Islands business company (“LAX”), 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 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”).
The
board of directors of LAX 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 LAX.
Mr.
Meng Dong (James) Tan, LAX’s Chief Executive Officer and Chairman of the LAX board of directors, owns 10% of the equity interests
of the Seller. LAX anticipates that it will receive a fairness opinion from EverEdge Global to the effect that the purchase price to
be paid by LAX for the shares of EUDA Health pursuant to the SPA is fair to LAX from a financial point of view (the “Fairness Opinion”).
In
connection with the closing of the transactions under the SPA the current officers and directors of EUDA Health will become the officers
and directors of LAX. LAX’s sponsor, 8i Holdings 2 Pte. Ltd. (the “Sponsor”), will have the right to nominate one director
to serve as an independent director on the post-closing board of directors.
The
foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions, covenants, and agreements
contained in the SPA or related documents, and is subject to and qualified in its entirety by reference to the full text of the SPA,
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.
Consideration
Initial
Consideration
The
initial consideration to be paid at Closing (the “Initial Consideration”) by LAX to Seller for the Share Purchase will be
an amount equal to $550,000,000. The Initial Consideration will be payable in ordinary shares of LAX, no par value (the “Purchaser
Shares”) valued at $10 per share. To secure Seller’s obligations under the indemnification provisions of the SPA, 5,500,000
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 LAX, Seller, and the Indemnified Party Representative.
Earnout
Payments
In
addition to the Initial Consideration, the Seller may also receive up to 9,000,000 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
equals or exceeds any of three thresholds over any 20 trading days within a 30-day trading period (each, a “Triggering Event”)
under the terms and conditions set forth in the SPA and related transaction documents:
●
The Seller will be issued 3,000,000 additional Purchaser Shares if during the period beginning on 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;
●
The Seller will be issued 3,000,000 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); and
●
The Seller will be issued 3,000,000 additional Purchaser Shares if during the period beginning on the second anniversary of the
Closing Date and ending on the third anniversary of the Closing Date, the Purchaser Share Price is equal to or greater than Twenty-Five
Dollars ($25.00).
Representations
and Warranties
The
SPA contains representations and warranties of EUDA Health with respect to, among other things, (a) organization, good standing and qualification,
(b) capital structure; (c) corporate authority, approval and fairness, (d) governmental filings, (e) financial statements and
internal controls, (f) absence of certain changes, (g) liabilities, (h) litigation, (i) compliance with laws; permits; (j) employee benefits,
(k) labor matters, (l) environmental matters, (m) tax matters, (n) real and personal property, (o) intellectual property and IT
assets, (p) insurance, (q) company material contracts, (r) brokers and finders, (s) suppliers and customers; (t) proxy statement, (u)
compliance with privacy laws, privacy policies and certain contracts, (v) compliance with health care laws and certain contracts, and
(w) related party transactions.
The
SPA contains representations and warranties of Seller with respect to, among other things, (a) organization, good standing and
qualification, (b) capital structure; (c) corporate authority, approval and fairness, (d) governmental filings, (e) litigation and proceedings,
and (f) brokers and finders.
The SPA also contains representations
and warranties of LAX with respect to, among other things, (a) reports; internal controls, (b) trust fund, (c) business activities
and liabilities, (d) certain laws such as the Investment Company Act and the JOBS Act, (e) purchaser trust account, (f)
NASDAQ Stock Market Quotation, (g) brokers and finders, and (h) taxes.
The
representations and warranties generally survive closing for a period of 15 months.
Covenants
The
SPA includes covenants of the EUDA Health and LAX with respect to operation of their respective businesses prior to consummation of the
Share Purchase and efforts to satisfy conditions to consummation of the Share Purchase. The SPA also contains additional covenants of
EUDA Health, LAX, and Seller, including, among others, access to inspect the books and records, claims against LAX’s trust account,
cooperation in the preparation of the Proxy Statement (as each such term is defined in the SPA) required to be filed in connection with
the Share Purchase, the holding of the Special Meeting (as defined in the SPA), cooperation and efforts to consummate the Share Purchase,
delivery of and revisions to the EUDA Health disclosure letter, publicity, the delivery of the amended and restated registration rights
agreement, expenses, sharing in payment of any Extension Payment (as defined in the SPA) and cooperating with respect to the Minimum
Round Lot Holders (as defined in the SPA). LAX also has additional covenants, including among others, covenants relating to its
trust account, indemnification and directors’ and officers’ insurance, inspections, LAX’s Nasdaq listing, LAX’s
public filings, post-closing board of directors and officers, indemnification agreements, governing documents and shareholder litigation.
Indemnification
The
Seller has agreed to indemnify each of LAX, EUDA Health, affiliates of LAX and EUDA Health from losses, liabilities, damages, costs,
payments, demands and related fees that the foregoing persons may suffer or incur as a consequence of, among other things, any
breach or inaccuracy of the representations or warranties of EUDA Health or the Seller contained in the SPA; any breaches of the covenants
of EUDA Health or the Seller contained in the SPA; and any breaches of privacy laws by or on behalf of EUDA Health or any of its subsidiaries.
However, the first $2,500,000 of the losses, liabilities, damages and other items stated in the preceding sentence is not subject to
indemnification.
The
Indemnification Escrow Shares withheld from the initial consideration and delivered to the Escrow Agent at Closing constitutes the sole
source of payment for items for which the Seller is obligated to provide indemnification. Claims for indemnification for breaches or
inaccuracies in the representations and warranties of EUDA Health contained in the SPA must be asserted within the 15 month period after
closing in which such representations survive.
Restrictions
on Alternative Transactions
Each
of Seller and LAX 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.
Conditions
to Closing
The
consummation of the Share Purchase is conditioned upon, among other things, (a) the approval of the SPA and Share Purchase by LAX and
Seller’s shareholders, (b) all regulatory approvals having been obtained, (c) no laws or governmental orders that would
restrain, enjoin, make illegal or otherwise prohibit the consummation of the Share Purchase, (d) the Proxy Statement shall have
been cleared by the SEC and mailed, (e) the Escrow Agreement shall have been executed and delivered, (f) related transaction documents
shall have been delivered and in full force and effect, and (g) on a pro forma basis immediately as of the Closing, LAX having at least
$5,000,000 of net tangible assets.
Solely
with respect to LAX, the consummation of the Share Purchase is conditioned upon, among other things, (a) the representations and warranties
made by EUDA Health and the Seller are true and correct, (b) EUDA Health and the Seller shall have performed or complied in all
material respects with each of its obligations, (c) the Seller shall have delivered the Seller Release (as defined in the SPA), (d) the
aggregate cash of EUDA Health and its subsidiaries should equal or exceed $10,000,000, (e) Seller shall have executed and delivered to
LAX a lock-up agreement, (f) EUDA Health and the Seller shall have executed and delivered each related transaction document to which
they each are a party, (g) LAX shall have completed its due diligence on or before May 31, 2022, and be satisfied with the results, and
if not, LAX would have the right to terminate the SPA, and (h) the letter agreement with certain creditors of EUDA Health shall
have been entered into.
Solely
with respect to the Seller, the consummation of the Share Purchase is conditioned upon, among other things, (a) the representations and
warranties made by LAX are true and correct, (b) LAX shall have performed or complied in all material respects with its obligations,
(c) the officers and directors of LAX shall have resigned, (d) the Purchaser Shares issuable to Seller pursuant to the SPA shall have
been authorized for listing on Nasdaq, (e) LAX shall have executed and delivered each related transaction document to which it is a party,
(f) LAX shall have received the Fairness Opinion, and (g) LAX shall have completed its due diligence on or before May 31, 2022, and be
satisfied with the results of such due diligence.
Termination
The
SPA may be terminated at any time prior to the Effective Time as follows:
(a)
by mutual written consent of LAX and Seller;
(b)
by either LAX or Seller if (i) the Share Purchase and related transactions are not consummated on or before November 24, 2022 (as such
date may be extended by LAX, the “Outside Date”) ; provided, however, that the right to terminate the SPA shall not be available
to any party that has breached in any material respect its obligations set forth in the SPA in any manner that shall have proximately
contributed to the occurrence of the failure of a condition to the consummation of the Share Purchase), (ii) any law or final, nonappealable
governmental order shall have been enacted, issued, promulgated, enforced or entered that permanently restrains, enjoins or otherwise
prohibits consummation of the Share Purchase; provided that the right to terminate the SPA shall not be available to any party that has
breached any material respect its obligations set forth in the SPA in any manner that shall have proximately contributed to the enactment,
issuance, promulgation, enforcement or entry of such law or governmental order, and (iii) the approval by LAX shareholders shall not
have been obtained at a LAX meeting of shareholders;
(c)
by LAX if (i) either EUDA Health or Seller has breached any of its covenants or representations and warranties such that closing conditions
would not be satisfied and such breach is not curable prior to the Outside Date, or if curable prior to the Outside Date, has not been
cured by the earlier of (A) thirty (30) days after LAX has given written notice of such breach to the Seller, (B) three (3) business
days prior to the Outside Date, or (iii) the results of the due diligence are not satisfactory to LAX, or (ii) the Seller’s shareholders
have not approved the SPA and the Share Purchase;
(d)
by Seller if (i) LAX has breached any of its covenants or representations and warranties such that closing conditions would not be satisfied
and such breach is not curable prior to the Outside Date, or if curable prior to the Outside Date, has not been cured by the earlier
of (A) thirty (30) days after EUDA Health has given written notice of such breach to LAX, (B) three (3) business days prior to the Outside
Date, or (iii) the results of the due diligence are not satisfactory to Seller, or (ii) the LAX board of directors shall have publicly
withdrawn, modified or changed, in any manner adverse to EUDA Health, its recommendation with respect to any proposals set forth in the
Proxy Statement.
The
SPA and other documents described below have been included to provide investors with information regarding their respective terms. They
are not intended to provide any other factual information about LAX, EUDA Health, the Indemnified Party Representative or the Seller.
In particular, the assertions embodied in the representations and warranties in the SPA were made as of a specified date, are modified
or qualified by information in one or more disclosure letters prepared in connection with the execution and delivery of the SPA, may
be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used
for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the SPA are not necessarily
characterizations of the actual state of facts about LAX, EUDA Health, the Indemnified Party Representative or the Seller at the time
they were made or otherwise and should only be read in conjunction with the other information that LAX makes publicly available in reports,
statements and other documents filed with the SEC. LAX and EUDA Health’s investors are not third-party beneficiaries under the
SPA.
Ancillary
Agreements to the SPA
Lock-Up
Agreement.
In
connection with the Closing, the Seller will, subject to certain customary exceptions, not (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”). 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 LAX after the Closing.
The foregoing is a summary
only and does not purport to be a complete description of all of the terms, provisions, covenants, and agreements contained in the Lock-Up
Agreement, and is subject to and qualified in its entirety by reference to the full text of the form of the Lock-Up Agreement, which
is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.
Amended
and Restated Registration Rights Agreement.
At
the closing, LAX will enter into an amended and restated registration rights agreement (the “Amended and Restated Registration
Rights Agreement”) with certain existing stockholders of LAX and with the Seller with respect to their shares of LAX 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 LAX’s initial public offering and any shares issuable on conversion of working capital loans from Sponsor to LAX (collectively,
the “Registrable Securities”). The agreement amends and restates the registration rights agreement LAX 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
from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing
of any such registration statements.
The foregoing is a summary
only and does not purport to be a complete description of all of the terms, provisions, covenants, and agreements contained in the Amended
and Restated Registration Rights Agreement, and is subject to and qualified in its entirety by reference to the full text of the form
of the Amended and Restated Registration Rights Agreement, which is filed herewith as Exhibit 10.2 to this Current Report on Form 8-K
and is incorporated into this Item 1.01 by reference.
Seller
Release.
The
Seller has agreed to release LAX, 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 LAX, EUDA Health, or any of the Released Parties, arising at or prior to the Closing, or related to any act,
omission or event occurring, or condition existing, at or prior to the Closing. The Seller does not release LAX, 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, LAX or any of its subsidiaries.
The foregoing
is a summary only and does not purport to be a complete description of all of the terms, provisions, covenants, and agreements contained
in the Seller Release, and is subject to and qualified in its entirety by reference to the full text of the form of the Seller Release,
which is filed herewith as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.
Item
7.01 Regulation FD Disclosure.
On
April 12, 2022, LAX and EUDA Health issued a joint press release announcing the execution of the SPA and related matters. A copy
of the press release is furnished hereto as Exhibit 99.1.
Furnished
as Exhibit 99.2 is the investor presentation, and Exhibit 99.3 is the executive summary of the investor presentation that will
be used by LAX and EUDA Health in connection with the Share Purchase and related matters.
The
information in this Item 7.01 and Exhibits 99.1, 99.2 and 99.3 attached hereto shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Important
Information for Investors and Stockholders
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 intends to file a 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 Stockholders.”
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* |
|
Share
Purchase Agreement, dated as of April 11, 2022, by and among Euda Health Limited, Watermark Developments Limited, 8i Acquisition
2 Corp., and Kwong Yeow Liew. |
10.1 |
|
Form of Lock-Up Agreement |
10.2 |
|
Form of Amended and Restated Registration Rights Agreement. |
10.3 |
|
Form of Seller Release |
99.1 |
|
Press
Release issued by LAX and EUDA Health, dated April 12, 2022 |
99.2 |
|
Investor
Presentation dated April 12, 2022 |
99.3 |
|
Executive Summary of Investor Presentation dated April 12, 2022 |
104 |
|
Cover
Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
* |
Certain
schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(5). LAX agrees to furnish supplementally
a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
April 12, 2022 |
|
|
|
8i
Acquisition 2 Corp. |
|
|
|
|
By: |
/s/ Meng Dong (James)
Tan |
|
Name:
|
Meng
Dong (James) Tan |
|
Title: |
Chief
Executive Officer |
|
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