CUSIP
Number: G3142E105
1 |
NAME
OF REPORTING PERSON |
|
|
|
Meng
Dong (James) Tan |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
|
|
(a) |
☒ |
|
(b) |
☐ |
3 |
SEC USE ONLY |
|
|
4 |
SOURCE OF FUNDS |
|
|
|
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ |
|
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
Singapore |
|
7 |
SOLE VOTING POWER |
|
|
|
|
|
5,241,725 Ordinary Shares (1) (2) |
NUMBER OF |
|
|
SHARES |
8 |
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
0 |
EACH |
|
|
REPORTING |
9 |
SOLE DISPOSITIVE POWER |
PERSON WITH |
|
|
|
|
5,241,725 Ordinary Shares (1) (2) |
|
|
|
|
10 |
SHARED DISPOSITIVE POWER |
|
|
|
|
|
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
5,241,725 Ordinary Shares (1) (2) |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(11) EXCLUDES CERTAIN SHARES ☐ |
|
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
25.96%
of Class A Ordinary Shares (3) |
14 |
TYPE OF REPORTING PERSON |
|
|
|
IN |
(1) |
Each
Ordinary Share is entitled to one vote per share. |
(2) |
Includes
2,141,250 shares owned by 8i Holdings 2 Pte. Ltd. Mr. Tan is the sole shareholder and director of 8i Holdings 2 Pte. Ltd. and Mr.
Tan has sole voting and dispositive power over the shares. The address for 8i 2 Holdings Limited is c/o 6 Eu Tong Sen Street #08-13
Singapore 059817. |
(3) |
The
calculations in the table above are based on 20,191,770 Ordinary Shares outstanding as of November 25, 2022. |
CUSIP
Number: G3142E105
1 |
NAME
OF REPORTING PERSON |
|
|
|
8i
Holdings 2 Pte Ltd |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
|
|
(a) |
☒ |
|
(b) |
☐ |
3 |
SEC
USE ONLY |
|
|
4 |
SOURCE
OF FUNDS |
|
|
|
OO |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ |
|
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
|
|
Singapore |
|
7 |
SOLE VOTING
POWER |
|
|
|
|
|
2,141,250
Ordinary Shares (1) (2) |
NUMBER
OF |
|
|
SHARES |
8 |
SHARED VOTING
POWER |
BENEFICIALLY |
|
|
OWNED
BY |
|
0 |
EACH |
|
|
REPORTING |
9 |
SOLE DISPOSITIVE
POWER |
PERSON
WITH |
|
|
|
|
2,141,250
Ordinary Shares (1) (2) |
|
|
|
|
10 |
SHARED DISPOSITIVE
POWER |
|
|
|
|
|
0 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
2,141,250
Ordinary Shares (1) (2) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW(11) EXCLUDES CERTAIN SHARES ☐ |
|
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
10.60%
of Class A Ordinary Shares (3) |
14 |
TYPE
OF REPORTING PERSON |
|
|
|
CO |
(1) |
Each Ordinary Share
is entitled to one vote per share. |
(2) |
Mr. Tan is the sole
shareholder and director of 8i Holdings 2 Pte. Ltd. and Mr. Tan has sole voting and dispositive power over the shares. The address
for 8i 2 Holdings Limited is c/o 6 Eu Tong Sen Street #08-13 Singapore 059817. |
(3) |
The calculations in
the table above are based on 20,191,770 Ordinary Shares outstanding as of November 25, 2022. |
Item
1. |
Security
and Issuer. |
This
Schedule 13D relates to the Ordinary Shares, no par value of EUDA Health Holdings Limited, a British Virgin Islands exempted company
whose principal executive office is located at 1 Pemimpin Drive #12-07, One Pemimpin Singapore 576151.
Item
2. |
Identity
and Background. |
This
Schedule 13D is filed by Meng Dong (James) Tan, a Singapore individual, and 8i Holdings 2 Pte Ltd, a Singapore company (“8i”).
Mr. Tan is the sole shareholder and director of 8i Holdings 2 Pte. Ltd. and Mr. Tan has sole voting and dispositive power over the shares.
Mr. Tan and 8i have a business address of c/o 6 Eu Tong Sen Street #08-13 Singapore 059817.
Both
Reporting Person have not during the last
five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
Both
Reporting Person have not during the last
five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or state securities laws or finding any violation with respect to such laws.
Item
3. |
Source
and Amount of Funds and Other Consideration. |
The
source and amount of funds used in the purchase of securities was:
For
the shares directly held by Meng Dong (James) Tan
|
●
|
Shares
of Common Stock of EUDA Health Limited for the 2,776,000 shares owned and acquired directly in connection with the Business Combination;
and |
Cash
of $2,922,500 for (a) the 292,250 shares owned and
acquired directly in a private placement simultaneously with the company’s initial public offering (the “Private Placement”);
(b) the 146,125 shares underlying the warrants acquired in the Private Placement; and (c) the 29,225 shares underlying the rights acquired
in the Private Placement.
For
the shares held by 8i Holdings 2 Pte Ltd:
|
● |
Cash
of 21,412,500 for 2,141,250 shares acquired in the company’s initial public offering. |
Item
4. |
Purpose
of Transaction. |
Meng
Dong (James) Tan acquired (i) 2,776,000 shares
as a result of a business combination among the Watermark Developments Limited, a British Virgin Islands business company,
the Issuer, and EUDA Health Limited, a British Virgin Islands business company, as disclosed in the Issuer’s proxy statement on
Schedule 14A filed pursuant to Section 14(a) of the Securities Exchange Act of 1934 on the SEC on October 13, 2022, as amended (the “Business
Combination”); (ii) 292,250 shares in the Private Placement; (iii) 32,225 shares in the company’s initial
public offering.
8i
Holdings 2 Pte Ltd acquired 2,141,250 shares in the company’s initial public offering.
Except
as provided herein, neither of the Reporting Person has any current plans or proposals that would be related to or would
result in any of the matters described in Items (a) through (j) of Item 4 of Schedule 13D; provided, however, that as part of his ongoing
evaluation of his investment in the Issuer and investment alternatives, each of the Reporting Person may consider such matters
in the future and, subject to applicable law or other restrictions, may formulate other purposes, plans or proposals regarding the Issuer
or the common stock that may be deemed to be beneficially owned by such Reporting Person, or take any other actions that could
involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of Item 4 of
Schedule 13D.
Item
5. |
Interest
in Securities of the Company. |
|
(a) |
The
aggregate number and percentage of shares of the Issuer’s ordinary shares to which this Schedule 13D relates is 5,241,725 ordinary
shares. Meng Dong (James) Tan holds the entire 5,241,725 ordinary shares (i.e., 25.96% of the Issuer’s outstanding ordinary
shares), and 2,141,250 ordinary shares (i.e., 10.60% of the Issuer’s outstanding ordinary shares) of which is held through
8i Holdings 2 Pte Ltd. |
|
(b) |
Meng
Dong (James) Tan holds sole power to dispose
of 5,241,725 ordinary shares, and 8i Holdings 2 Pte Ltd holds sole power to dispose of 2,141,250 ordinary shares. |
|
(c) |
Other
than the transaction described herein there has been no other transactions concerning the ordinary shares of the Issuer effected
during the past sixty (60) days. |
|
(d) |
No
other person is known to any of the Reporting Person to have the right to receive or the power to direct the receipt of dividends
from, or proceeds from the sale of, the 5,241,725 ordinary shares. |
Item
6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Company. |
The
information set forth in Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 6, as applicable.
Other
than the foregoing agreements and arrangements, there are no contracts, arrangements, understandings or relationships (legal or otherwise)
among the Reporting Person and any other person with respect to any securities of the Issuer, including, but not limited to transfer
or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
Item
7. |
Material
to be Filed as Exhibits. |
Not
applicable.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
|
Date: November 25, 2022 |
|
|
|
Meng Dong (James) Tan |
|
|
|
/s/
Meng Dong (James) Tan |
|
8i
Holdings 2 Pte Ltd |
|
|
|
|
|
/s/
Meng Dong (James) Tan |
|
Name: |
Meng
Dong (James) Tan |
|
Title: |
Sole
Shareholder and Director |
EXHIBIT
A
JOINT
FILING AGREEMENT
The
undersigned hereby agree that the statement on Schedule 13D with respect to the Ordinary Shares of EUDA Health Holdings Limited dated
as of November 25, 2022 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of
the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended.
Date:
November 25, 2022
|
Meng
Dong (James) Tan |
|
|
|
/s/
Meng Dong (James) Tan |
|
8i
Holdings 2 Pte Ltd |
|
|
|
|
|
/s/
Meng Dong (James) Tan |
|
Name: |
Meng
Dong (James) Tan |
|
Title: |
Sole
Shareholder and Director |