8i Acquisition 2 Corp. (the “Company” or “LAX”) (NASDAQ: LAX),
a publicly traded special purpose acquisition company, and EUDA
Health Limited (“EUDA Health”), 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 Share Purchase Agreement (the “SPA Amendment”) to, among other
things, reduce the consideration payable by LAX to EUDA Health, and
limit the earn-out payment available to the seller of EUDA Health
in connection with the Share Purchase.
As previously announced, LAX entered into the
Share Purchase Agreement dated April 11, 2022 (the “SPA”), with
EUDA Health, Watermark Developments Limited, a British Virgin
Islands business company (the “Seller”), and Kwong Yeow Liew,
acting as Representative of the Indemnified Parties. 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.
EUDA Health has revised its financial
projections for 2022 to 2026 to account for the delays caused by
the ongoing COVID-19 restrictions in some overseas markets, such as
Indonesia and India, where EUDA Health has plans to expand into
from 2022 to 2026. EUDA Health estimates that these restrictions
would cause a delay of between twelve to twenty-four months in the
commercial launch of EUDA Health’s services in these markets. In
the revised projections, the Singapore market is set as the core
market in determining the valuation of EUDA Health, and its
regional expansion plan has been excluded even though EUDA Health
is currently actively continuing its regional expansion plan
particularly in Indonesia and India.
LAX and EUDA Health have agreed to revised
transaction terms resulting in a pro forma enterprise value
(assuming no redemption at closing) for the combined company of
$172 million by issuing 14 million new LAX ordinary shares for 100%
of EUDA Health and an earn out of up to 4 million LAX ordinary
shares before December 31, 2024.
James Meng Dong Tan, CEO & Director of 8i
Acquisition 2 Corp., commented: “In considering the original
purchase price of EUDA Health, LAX had assumed that EUDA Health’s
regional expansion plans would take place from 2022 as indicated in
its financial projections. Since January 2022, the global stock
market has declined significantly, with the US indexes dropping
between 12% to 25%. The revised financial projection of EUDA Health
is more conservative as it is based solely on EUDA Health’s
Singapore business, and we believe that offers LAX shareholders an
upside once EUDA Health’s expansion starts to contribute to its
financial performance. The reduced purchase price gives LAX
shareholders the added benefit of lesser dilution as a result of
the transaction. We remain excited to be partnering with EUDA
Health to disrupt the healthcare sector.”
Dr. Kelvin Chen commented: “Most of our
corporate clientele in Singapore have continued to indicate an
interest to onboard EUDA Health’s services for their overseas
operations once EUDA Health launches its regional services.
Concurrently, EUDA Health is working out of Singapore to sign on
more partners and service providers as it readies its technology on
Semantic web, connectivity and edge computing for its launch in
India and Indonesia. I believe these efforts will enable us to
swiftly commence our services in the Southeast Asia region.”
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.
Important Information for Investors
and Shareholders
This 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
Statements
This press release includes forward looking
statements that involve risks and uncertainties. Forward looking
statements are statements that are not historical facts. Such
forward-looking statements, including the identification of a
target business and potential business combination or other such
transaction, are subject to risks and uncertainties, which could
cause actual results to differ from the forward-looking statements.
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
to complete the proposed transaction; the inability to recognize
the anticipated benefits of the proposed transaction, which may be
affected by, among other things, the amount of cash available
following any redemptions by LAX shareholders; the ability to meet
Nasdaq’s listing standards following the consummation of the
proposed transaction; and costs related to the proposed
transaction. 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; general economic and market conditions
impacting demand for EUDA Health’s products and services; and such
other risks and uncertainties as are discussed in the Company’s
prospectus filed in connection with its initial public offering and
the proxy statement to be filed relating to the business
combination. Other factors include the possibility that the
proposed business combination does not close, including due to the
failure to receive required security holder approvals, or the
failure of other closing conditions.
LAX expressly disclaims any obligations or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change
in LAX’s expectations with respect thereto or any change in events,
conditions or circumstances on which any statement is based.
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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