8i Acquisition 2 Corp. (the “Company” or “LAX”) (NASDAQ: LAX),
a publicly traded special purpose acquisition company, and EUDA
Health Limited, a Singapore-based digital health platform that aims
to make healthcare more affordable, accessible, and improve the
patient experience by delivering improved outcomes through
personalized healthcare, today announced an amendment to the SPA
(the “SPA Amendment”) 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.
As previously announced, LAX entered into a
Share Purchase Agreement (the “SPA”) dated April 11, 2022, with
Euda Health Limited (“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 the
issued and outstanding shares of EUDA Health from the Seller (the
“Share Purchase”).
About 8i Acquisition 2
Corp.
8i Acquisition 2 Corp. is a British Virgin
Islands company incorporated in January 2021 as a blank check
company for the purpose of entering into a merger, share exchange,
asset acquisition, share purchase, recapitalization, reorganization
or similar business combination with one or more businesses or
entities. LAX’s efforts to identify a prospective target business
will not be limited to a particular industry or geographic region,
although LAX intends to focus on targets located in Asia.
About EUDA Health Limited
EUDA Health Limited, is a Singapore-based health
technology company that operates a first-of-its-kind Southeast
Asian digital healthcare ecosystem aimed at making healthcare
affordable and accessible, and improving the patient experience by
delivering better outcomes through personalized healthcare. The
company’s proprietary unified AI platform quickly assesses a
patient’s medical history, triages a condition, digitally connects
patients with clinicians, and predicts optimal treatment outcomes.
EUDA Health’s holistic approach supports patients throughout all
stages of care, including wellness & prevention, urgent care
& emergencies, pre-existing conditions, and aftercare services.
The company is expected to operate in five countries throughout
Southeast Asia by the end of 2022.
Important Information for Investors and
StockholdersThis announcement relates to a proposed
transaction between LAX and EUDA Health and 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
StatementsCertain 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.
For investor and media inquiries, please
contact:Gateway GroupIR: Cody Slach or
Matthew HauschPR: Zach Kadletz or Catherine AdcockPhone: (949)
574-3860E-mail : LAX@gatewayir.com
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