UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

AMENDMENT NO. 3

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

8i ACQUISITION 2 CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY STATEMENT DATED SEPTEMBER [•], 2022 — SUBJECT TO COMPLETION

PROXY STATEMENT FOR SPECIAL MEETING OF SHAREHOLDERS
OF 8i ACQUISITION 2 CORP.

Proxy Statement dated [●], 2022
and first mailed to shareholders on or about [●], 2022.

Dear Shareholders:

You are cordially invited to attend the special meeting of the shareholders (the “Meeting”) of 8i Acquisition 2 Corp. (“8i” or the “Company”), which will be held at [●] a.m., Eastern time, on [●], 2022. The Board of Directors has determined to convene and conduct the Meeting in a virtual meeting format via teleconference. Shareholders will NOT be able to attend the Meeting in-person. This proxy statement includes instruction on how to access the virtual Meeting via teleconference from inside and outside of the U.S.

8i is a British Virgin Islands business company incorporated as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities, which we refer to as a “target business.” Holders of 8i’s Ordinary Shares, no par value (“Ordinary Shares”), will be asked to approve, among other things, the share purchase agreement, dated as of April 11, 2022, as amended on May 30, 2022, June 10, and September 7, 2022 (the “Share Purchase Agreement” or the “SPA”) by and among 8i, EUDA Health Limited, a British Virgin Islands business company (“EUDA”), Watermark Developments Limited, a British Virgin Islands business company that holds all issued and outstanding shares of EUDA (“Watermark” or the “Seller”), and Kwong Yeow Liew, acting as Representative of the Indemnified Parties (the “Indemnified Party Representative”), and the other related proposals.

Pursuant to the terms of the SPA, a business combination between 8i and EUDA will be effected by the purchase by 8i of all of the issued and outstanding shares of EUDA from the Seller (the “Share Purchase”), and EUDA will become a wholly owned subsidiary of 8i. Upon the closing of the transactions contemplated in the SPA, EUDA will become a wholly-owned subsidiary of 8i. In addition, in connection with the consummation of the Share Purchase, 8i will be renamed “EUDA Health Limited.” The transactions contemplated under the SPA relating to the Share Purchase are referred to in this proxy statement as the “Business Combination” and the combined company after the Business Combination is referred to in this proxy statement as the “Combined Company.”

At the Special Meeting, 8i shareholders will be asked to consider and vote upon the following proposals:

● Proposal 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve the transactions contemplated under the Share Purchase Agreement dated as of April 11, 2022, as amended on May 30, 2022, June 10, and September 7, 2022, by and among 8i, EUDA, Watermark Developments Limited, a British Virgin Islands business company (“Watermark” or the “Seller”), and Kwong Yeow Liew, acting as Representative of the Indemnified Parties (the “Indemnified Party Representative”) (such transactions contemplated under the Share Purchase Agreement, the “Share Purchase” or “Business Combination,” and such proposal, the “Business Combination Proposal”). A copy of the SPA is attached to this proxy statement as Annex A.

● Proposal 2 — The Charter Proposal — to consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the proposed Amended and Restated Memorandum and Articles of Association of 8i, a copy of which is attached to this proxy statement as Annex B (the “Proposed Charter,” and such proposal, the “Charter Proposal”), to among other things amend the name of the Company from “8i Acquisition 2 Corp.” to “EUDA Health Limited”.

● Proposal 3 —  The Nasdaq Proposal —  to approve, the issuance of more than 20% of the issued and outstanding Ordinary Shares in connection with the terms of the Share Purchase Agreement, which will result in a change of control, as required by Nasdaq Listing Rule 5635(a) and (b) (we refer to this proposal as the “Nasdaq Proposal”);

● Proposal 4  — The Directors Proposal —  to consider and vote upon a proposal to elect, effective as of the consummation of the Business Combination, Wei Wen Kelvin Chen, Thien Su Gerald Lim, David Francis Capes, Alfred Lim and Kim Hing Chan to serve on the Combined Company Board of Directors (we refer to this proposal as the “Directors Proposal”); and

● Proposal 5  — The Adjournment Proposal — to approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Nasdaq Proposal, the Directors Proposal or the Charter Proposal (we refer to this proposal as the “Adjournment Proposal”).

Each of these proposals is more fully described in the accompanying proxy statement, which we encourage you to read carefully and in its entirety before voting. Only holders of record of 8i Ordinary Shares at the close of business on [●], 2022 are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements thereof.

After careful consideration, 8i’s board of directors (the “Board”) has unanimously approved the SPA, as amended, and unanimously recommends that 8i shareholders vote “FOR” approval of each of the proposals. When you consider the 8i Board’s recommendation of these proposals, you should keep in mind that 8i’s directors and officers have interests in the Business Combination that may conflict or differ from your interests as a shareholder. See the section titled “Proposals to be Considered by 8i Shareholders: The Business Combination—Interests of 8i’s Directors, Officers and Certain Shareholders in the Business Combination.”

On [●], 2022, the record date for the Meeting of shareholders, the last sale price of 8i Ordinary Shares was $[●]. Each redemption of 8i Ordinary Shares by 8i public shareholders will decrease the amount in the Trust Account (the “Trust Account”), which held total assets of approximately $86.6 million as of August 31, 2022.

Pursuant to 8i’s current amended and restated memorandum and articles of association, a holder of Public Shares (defined below) may request that 8i redeem such shares for cash if the Business Combination is consummated. Holders of Public Shares will be entitled to receive cash for these shares only if they request that 8i redeem their shares for cash no later than the second business day prior to the originally scheduled vote on the Business Combination Proposal by delivering their share to 8i’s transfer agent prior to the vote at the Meeting. If the Business Combination is not completed, these shares will not be redeemed. If a holder of Public Shares properly requests redemption and votes for or against the Business Combination Proposal, subject to applicable law 8i will redeem each public share for a full pro rata portion of the trust account (as defined in the accompanying proxy statement), calculated as of two business days prior to the consummation of the Business Combination. Please see the section titled “The Meeting of 8i Shareholders—Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash.

Holders of outstanding 8i Units must separate the underlying Ordinary Shares (“Public Shares”), warrants (“Public Warrants”), and rights (“Public Rights”) sold in the 8i IPO prior to requesting the redemption of their Public Shares. The Initial Shareholders have agreed not to request the redemption of any 8i capital shares they may hold in connection with the consummation of the Business Combination, and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, the Sponsor own 22.1% of 8i’s issued and outstanding Ordinary Shares. The Initial Shareholders have agreed to vote any Ordinary Shares owned by them in favor of the Business Combination Proposal.

Public shareholders may request the redemption of their shares even if they vote for the Business Combination Proposal. Each shareholder’s vote is very important. Whether or not you plan to participate in the virtual 8i Meeting, please submit your proxy card without delay. Shareholders may revoke proxies at any time before they are voted at the meeting. Voting by proxy will not prevent a shareholder from voting virtually at the Meeting if such shareholder subsequently chooses to participate in the Meeting.

We encourage you to read this proxy statement carefully. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page 34.

Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise, or passed upon the adequacy or accuracy of this proxy statement. Any representation to the contrary is a criminal offense.

HOW TO OBTAIN ADDITIONAL INFORMATION

This proxy statement incorporates important business and financial information about 8i that is not included or delivered herewith. If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by 8i with the SEC, such information is available without charge upon written or oral request. Please contact our proxy solicitor:

Advantage Proxy
P.O. Box 13581
Des Moines, WA 98198
Toll Free: 877-870-8565
Collect: 206-870-8565
Email: KSmith@advantageproxy.com

If you would like to request documents, please do so no later than [●], 2022, to receive them before the Meeting. Please be sure to include your complete name and address in your request. Please see “Where You Can Find Additional Information” to find out where you can find more information about 8i and EUDA. You should rely only on the information contained in this proxy statement in deciding how to vote on the Business Combination Proposal. Neither 8i nor EUDA has authorized anyone to give any information or to make any representations other than those contained in this proxy statement. Do not rely upon any information or representations made outside of this proxy statement. The information contained in this proxy statement may change after the date of this proxy statement. Do not assume after the date of this proxy statement that the information contained in this proxy statement is still correct.

8I ACQUISITION 2 CORP.

6 Eu Tong Sen Street

#08-13 Singapore 059817

Tel: +65-6788 0388

To be Held on [●], 2022

To 8i Acquisition 2 Corp. Shareholders:

NOTICE IS HEREBY GIVEN, that you are cordially invited to attend the special meeting of the shareholders of 8i Acquisition 2 Corp. (“8i,” “we”, “our”, or “us”), which will be held at [●] a.m., Eastern time, on [●], 2022, in a virtual meeting format via teleconference (the “Meeting”). In light of COVID-19 we will hold the Meeting virtually. You can participate in the virtual Meeting as described in “Questions and Answers About the Proposals—When and Where is the Meeting?” and “—How May I participate in the Virtual Meeting?”.

During the Meeting, 8i shareholders will be asked to consider and vote upon the following proposals, which we refer to herein as the “Proposals”:

● Proposal 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve the transactions contemplated under the Share Purchase Agreement dated as of April 11, 2022, as amended on May 30, 2022, June 10, and September 7, 2022, (the “Share Purchase Agreement” or “SPA”) by and among 8i, EUDA, a British Virgin Islands business company (“EUDA”), Watermark Developments Limited, a British Virgin Islands business company (“Watermark” or the “Seller”), and Kwong Yeow Liew, acting as Representative of the Indemnified Parties (the “Indemnified Party Representative”) (such transactions contemplated under the SPA, the “Business Combination,” and such proposal, the “Business Combination Proposal”). A copy of the SPA is attached to this proxy statement as Annex A.

● Proposal 2 — The Charter Proposal — to consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the proposed Amended and Restated Memorandum and Articles of Association of 8i, a copy of which is attached to this proxy statement as Annex B (the “Proposed Charter,” and such proposal, the “Charter Proposal”) to among other things amend the name of the Company from “8i Acquisition 2 Corp.” to “EUDA Health Limited”.

● Proposal 3 — The Nasdaq Proposal —  to approve, the issuance of more than 20% of the issued and outstanding Ordinary Shares in connection with (i) the terms of the SPA, which will result in a change of control, as required by Nasdaq Listing Rule 5635(a) and (b) (we refer to this proposal as the “Nasdaq Proposal”);

● Proposal 4  — The Directors Proposal —  to consider and vote upon a proposal to elect, effective as of the consummation of the Business Combination, Wei Wen Kelvin Chen, Thien Su Gerald Lim, David Francis Capes, Alfred Lim and Kim Hing Chan to serve on the Combined Company Board of Directors (we refer to this proposal as the “Directors Proposal”); and

● Proposal 5  — The Adjournment Proposal — to approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Nasdaq Proposal, the Directors Proposal or the Charter Proposal (we refer to this proposal as the “Adjournment Proposal”).

The Business Combination Proposal is conditioned upon the approval of the Charter Proposal, the Nasdaq Proposal, and the Directors Proposal. It is important for you to note that in the event that the Business Combination Proposal is not approved, 8i will not consummate the Business Combination. If 8i does not consummate the Business Combination and fails to complete an initial business combination by November 24, 2022 (or May 24, 2023, if extended by the full amount of time allowed under its Current Charter), 8i will be required to dissolve and liquidate.

Pursuant to 8i’s Current Charter, a holder of Public Shares may request that 8i redeem such shares for cash if the Business Combination is consummated. Holders of Public Shares will be entitled to receive cash for these shares only if they request that 8i redeem their shares for cash no later than the second business day prior to the originally scheduled vote on the Business Combination Proposal by delivering their share to 8i’s transfer agent prior to the vote at the meeting. If the Business Combination is not completed, these shares will not be redeemed. If a holder of Public Shares properly requests redemption and votes for or against the Business Combination Proposal, subject to applicable law 8i will redeem each public share for a full pro rata portion of the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. Please see the section titled “The Meeting of 8i Shareholders—Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash.

Holders of outstanding 8i Units must separate the underlying Public Shares, Public Warrants, and Public Rights prior to requesting redemption of their Public Shares. The Initial Shareholders have agreed not to request the redemption of any 8i’s capital share they may hold in connection with the consummation of the Business Combination, and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, the Initial Shareholders own 22.1% of 8i issued and outstanding Ordinary Shares. The Initial Shareholders have agreed to vote any Ordinary Shares owned by them in favor of the Business Combination Proposal.

Approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposal, and the Adjournment Proposal will each require the affirmative vote of the holders of a majority of the issued and outstanding Ordinary Shares present in person by virtual attendance or represented by proxy and entitled to vote at the Meeting or any adjournment thereof. Approval of the Charter Proposal will require the affirmative vote of a majority of the issued and outstanding Ordinary Shares entitled to vote thereon at the Meeting. Approval of the Directors Proposal will require the vote by a plurality of the Ordinary Shares present in person by virtual attendance or represented by proxy and entitled to vote at the Meeting.

Only 8i shareholders who hold Ordinary Shares as of the close of business on [●], 2022, the record date, are entitled to vote at the Meeting or any adjournment of the Meeting. As of the record date, there were 11,073,500 Ordinary Shares issued and outstanding and entitled to vote. This proxy statement is first being mailed to 8i shareholders on or about [●], 2022.

Investing in 8i’s securities involves a high degree of risk. See “Risk Factors” beginning on page 34 for a discussion of information that should be considered in connection with an investment in 8i’s securities.

YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY.

Public shareholders may request the redemption of their shares even if they vote for the Business Combination Proposal. Whether or not you plan to participate in the virtual Meeting, please complete, date, sign and return the enclosed proxy card without delay, or submit your proxy through the internet or by telephone as promptly as possible in order to ensure your representation at the Meeting no later than the time appointed for the Meeting or adjourned meeting. Voting by proxy will not prevent you from voting your Ordinary Shares online if you subsequently choose to participate in the virtual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the Meeting, you must obtain a proxy issued in your name from that record. Only shareholders of record at the close of business on the record date may vote at the Meeting or any adjournment or postponement thereof. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not participate in the virtual Meeting, your shares will not be counted for purposes of determining whether a quorum is present at, and the number of votes voted at, the Meeting.

You may revoke a proxy at any time before it is voted at the Meeting by executing and returning a proxy card dated later than the previous one, by participating in the virtual Meeting and casting your vote by hand or by ballot (as applicable) or by submitting a written revocation to Advantage Proxy, P.O. Box 13581, Des Moines, WA 98198 Attention: Karen Smith, Telephone: 877-870-8565, that is received by the proxy solicitor before we take the vote at the Meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

After careful consideration, 8i board of directors has unanimously approved and adopted the Share Purchase Agreement and the transactions contemplated therein and unanimously recommends that 8i shareholders vote “FOR” approval of each of the Proposals. When you consider 8i Board of Director’s recommendation of these Proposals, you should keep in mind that 8i directors and officers have interests in the Business Combination that may conflict or differ from your interests as a shareholder. See the section titled “Proposals to be Considered by 8i Shareholders: The Business Combination—Interests of 8i’s Directors, Officers and Certain Shareholders in the Business Combination” beginning on page 100.

On behalf of the 8i Board of Directors, I thank you for your support and we look forward to the successful consummation of the Business Combination.

By the order of the Board of Directors,

Meng Dong (James) Tan
Chief Executive Officer and Chairman of the Board
8i Acquisition 2 Corp.
[●], 2022

TABLE OF CONTENTS

FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement, the terms, “the Company,” “we,” “us,” “our” or “8i” refer to 8i Acquisition 2 Corp., a BVI business company. Further, in this document:

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following are answers to some questions that you, as a shareholder of 8i, may have regarding the Proposals being considered at the Meeting. We urge you to read carefully the remainder of this proxy statement because the information in this section does not provide all the information that might be important to you with respect to the Proposals and the other matters being considered at the Meeting. Additional important information is also contained in the annexes to and the documents incorporated by reference into this proxy statement.

Q: What is the purpose of this document?

A: 8i has agreed to the Share Purchase under the terms of the Share Purchase Agreement, which is attached to this proxy statement as Annex A, and is incorporated into this proxy statement by reference. The Board is soliciting your proxy to vote for the Business Combination and other Proposals at the Meeting because you owned Ordinary Shares at the close of business on [●], 2022, the “Record Date” for the Meeting, and are therefore entitled to vote at the Meeting. This proxy statement summarizes the information that you need to know in order to cast your vote.

Q: What is being voted on?

A: Below are the proposals that the 8i shareholders are being asked to vote on:

● Proposal 1 — The Business Combination Proposal to approve the SPA and the Business Combination.

● Proposal 2 — The Charter Proposal to consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the Proposed Charter.

● Proposal 3 — The Nasdaq Proposal to approve the issuance of more than 20% of the issued and outstanding Ordinary Shares in connection with the terms of the SPA, which will result in a change of control, as required by Nasdaq Listing Rule 5635(a) and (b) (we refer to this proposal as the “Nasdaq Proposal”).

● Proposal 4 — The Directors Proposal to approve the appointment of the Combined Company’s Board of Directors. and

● Proposal 5 — The Adjournment Proposal to approve the adjournment of the Meeting.

Q: What vote is required to approve the Proposals?

A: Proposal No. 1 — Approval of the Business Combination Proposal requires the affirmative vote of at least the majority of the voting power of the issued and outstanding Ordinary Shares present by virtual attendance or represented by proxy and entitled to vote at the Meeting. Abstentions and broker non-votes will have the effect of a vote “AGAINST” Proposal No. 1.

Proposal No. 2 — Approval of the Charter Proposal requires the affirmative vote of at least the majority of the voting power of the issued and outstanding Ordinary Shares. Abstentions and broker non-votes will have the effect of a vote “AGAINST” Proposal No. 2.

Proposal No. 3 —  Approval of the Nasdaq Proposal requires the affirmative vote of at least the majority of the issued and outstanding Ordinary Shares present by virtual attendance or represented by proxy and entitled to vote at the Meeting. Abstentions and broker non-votes will have the effect of a vote “AGAINST” Proposal No. 3.

Proposal No. 4 — Approval of the Directors Proposal requires the vote by a plurality of the votes of the Ordinary Shares present in person by virtual attendance or represented by proxy and entitled to vote at the Meeting. Abstentions and broker non-votes will have no effect on the vote for Proposal 4.

Proposal No. 5 — Approval of the Adjournment Proposal requires the affirmative vote of at least the majority of the issued and outstanding Ordinary Shares present in person by virtual attendance or represented by proxy and entitled to vote at the Meeting. Abstentions and broker non-votes will have the effect of a vote “AGAINST” Proposal No. 5.

Q. Are any of the proposals conditioned on one another?

A: The Business Combination Proposal (Proposal 1) is conditioned upon the approval of the Charter Proposal (Proposal 2) and the Nasdaq Proposal (Proposal 3). The Charter Proposal (Proposal 2), the Nasdaq Proposal (Proposal 3), and the Directors Proposal (Proposal 4) are dependent upon approval of the Business Combination Proposal (Proposal 1). It is important for you to note that in the event that the Business Combination Proposal is not approved, 8i will not consummate the Business Combination. If 8i does not consummate the Business Combination and fails to complete an initial business combination by November 24, 2022 (or May 24, 2023, if extended by the full amount of time allowed under its Current Charter), 8i will be required to dissolve and liquidate, unless we seek shareholder approval to amend our Current Charter to extend the date by which the Business Combination may be consummated.

Q: How will the Initial Shareholders vote?

A: Pursuant to a letter agreement, dated November 22, 2021, the Initial Shareholder, who as of [●], 2022 (the Record Date) owned 2,448,500 Ordinary Shares, or approximately 22.1% of the outstanding Ordinary Shares, agreed to vote their respective Ordinary Shares acquired by them prior to the IPO and any Ordinary Shares purchased by them in the open market in or after the IPO in favor of the Business Combination Proposal and related proposals (“Letter Agreement”). The Initial Shareholders have also agreed that they will vote any shares they purchase in the open market in or after the IPO in favor of each of the Proposals.

Q: What interests do 8i’s current officers and directors have in the Business Combination?

A: The Sponsor, members of 8i’s board of directors and its executive officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interest. These interests include:

These interests may influence 8i’s directors in making their recommendation that you vote in favor of the approval of the Business Combination.

Q: What happens if I sell my Ordinary Shares before the Meeting?

A: The Record Date is earlier than the date of the Meeting. If you transfer your Ordinary Shares after the Record Date, but before the Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination. If you transfer your Ordinary Shares prior to the Record Date, you will have no right to vote those shares at the Meeting or redeem those shares for a pro rata portion of the proceeds held in our Trust Account.

Q: How many votes do I and others have?

A: You are entitled to one vote for each 8i Ordinary Shares that you held as of the Record Date. As of the close of business on the Record Date, there were 11,073,500 outstanding Ordinary Shares.

Q: What is the consideration being paid to EUDA security holders?

A: Under the SPA, 8i has agreed to acquire all of the outstanding EUDA Ordinary Shares for approximately $140,000,000 in aggregate consideration, comprising 14,000,000 8i Ordinary Shares based on a price of $10.00 per share, subject to adjustment as described below (the “Purchaser Shares”).

Q: Do any of 8i’s directors or officers have interests that may conflict with my interests with respect to the Business Combination?

A: In considering the recommendation of the Board to approve the SPA, 8i shareholders should be aware that certain 8i executive officers and directors may be deemed to have interests in the Business Combination that are different from, or in addition to, those of 8i shareholders generally. These interests, which may create actual or potential conflicts of interest, are, to the extent material, described in the section titled “Proposals to be Considered by 8i Shareholders: The Business Combination—Interests of 8i’s Directors, Officers and Certain Shareholders in the Business Combination” beginning on page 100.

Q: When and where is the Meeting?

A: The Meeting will take place at [●], on [●], 2022, at [●] a.m. The virtual Meeting will be conducted via teleconference using the following dial-in information:

Q: Who may vote at the Meeting?

A: Only holders of record of Ordinary Shares as of the close of business on the Record Date may vote at the Meeting of shareholders. As of the Record Date, there were 11,073,500 Ordinary Shares outstanding and entitled to vote. Please see “The Meeting of 8i Shareholders—Record Date; Who is Entitled to Vote” for further information.

Q: What is the quorum requirement for the Meeting?

A: Shareholders representing at least thirty (30) percent of the voting rights of the Ordinary Shares issued and outstanding as of the Record Date and entitled to vote at the Meeting must be present in person by virtual attendance or represented by proxy in order to hold the Meeting and conduct business. This is called a quorum. The shareholders present in person, by proxy or representative by way of virtual conferencing or other electronic facilities (as selected by the directors) shall be counted in the quorum for. In the absence of a quorum, the Meeting shall at the election of the chairman of the board stand adjourned to another day (being seven days after the date of the original meeting).

Q: Am I required to vote against the Business Combination Proposal in order to have my Public Shares redeemed?

A: No. You are not required to vote against the Business Combination Proposal in order to have the right to request that 8i redeems your Public Shares for cash equal to your pro rata share of the aggregate amount then on deposit in the Trust Account (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the Trust Account, net of taxes payable). These rights to request redemption of Public Shares for cash are sometimes referred to herein as “redemption rights.” If the Business Combination is not completed, holders of Public Shares electing to exercise their redemption rights will not be entitled to receive such payments and their Ordinary Shares will be returned to them.

Q: How do I exercise my redemption rights?

A: If you are a public shareholder and you seek to have your Public Shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern time on [●], 2022 (at least two business days before the Meeting), that 8i redeem your shares into cash; and (ii) submit your request in writing to American Stock Transfer & Trust Company, LLC (“AST”), at the address listed at the end of this section and deliver your shares to AST physically or electronically using The Depository Trust Company’s (“DTC”) DWAC (Deposit/Withdrawal at Custodian) System at least two business days before the Meeting.

Any corrected or changed written demand of redemption rights must be received by AST two business days before the Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to AST at least two business days before the Meeting.

8i shareholders may seek to have their Public Shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of Ordinary Shares as of the Record Date. Any public shareholder who holds Ordinary Shares on or before [●], 2022 (two business days before the Meeting) will have the right to request that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the trust account, less any taxes then due but not yet paid, at the consummation of the Business Combination.

The actual per share redemption price will be equal to the aggregate amount then on deposit in the Trust Account (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the Trust Account, net of taxes payable), divided by the number of Ordinary Shares underlying the 8i Units sold in the IPO. Please see the section titled “The Meeting of 8i Shareholders—Redemption Rights” for the procedures to be followed if you wish to redeem your Ordinary Shares for cash.

Q: Will how I vote affect my ability to exercise redemption rights?

A: No. You may exercise your redemption rights whether you vote your 8i Ordinary Shares “FOR” or “AGAINST” the Business Combination Proposal or any other proposal described by this proxy statement. As a result, the SPA can be approved by shareholders who will redeem their shares and no longer remain shareholders, leaving shareholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer shareholders, potentially less cash and the potential inability to meet the listing standards of Nasdaq.

Q: How do I exercise my redemption rights?

A: In order to exercise your redemption rights, you must (i) affirmatively vote either “FOR” or “AGAINST” the Business Combination Proposal, (ii) check the box on the enclosed proxy card to elect redemption, and (iii) prior to 5:00 PM, Eastern time, on [  ], 2022 (two (2) business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that we redeem your Public Shares for cash to American Stock Transfer & Trust Company, LLC our transfer agent, at the following address:

American Stock Transfer & Trust Company, LLC
6201 15th Avenue,

Brooklyn, NY 11219

Attn: Felix Orihuela
E-mail: SPACSUPPORT@astfinancial.com

Please check the box on the enclosed proxy card marked “Shareholder Certification” if you are not acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other shareholder with respect to Ordinary Shares. Notwithstanding the foregoing, a holder of the Public Shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) will be restricted from seeking redemption rights with respect to an aggregate of 20% or more of the 8i Ordinary Shares included in the Units sold in the 8i IPO, which we refer to as the “20% threshold.” Accordingly, all Public Shares in excess of the 20% threshold beneficially owned by a public shareholder or group will not be redeemed for cash.

Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is 8i’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, 8i does not have any control over this process and it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Any request for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with 8i’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to 8i’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that 8i’s transfer agent return the shares (physically or electronically). You may make such request by contacting 8i’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.

Q: What are the U.S. federal income tax consequences of exercising my redemption rights?

A: In the event that a U.S. Holder elects to redeem its 8i Ordinary Shares for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or exchange of the 8i Ordinary Shares under Section 302 of the Internal Revenue Code (the “Code”) or is treated as a distribution under Section 301 of the Code and whether 8i would be characterized as a passive foreign investment company (“PFIC”). If the redemption qualifies as a sale or exchange of the 8i Ordinary Shares, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the 8i Ordinary Shares surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the 8i Ordinary Shares redeemed exceeds one year.

Subject to the PFIC rules, long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates. However, it is unclear whether the redemption rights with respect to the 8i Ordinary Shares may prevent a U.S. Holder from satisfying the applicable holding period requirement. The deductibility of capital losses is subject to limitations. See “Material U.S. Federal Income Tax Consequences — Certain U.S. Federal Income Tax Consequences of Exercising Redemption Rights” and “Material U.S. Federal Income Tax Consequences—Passive Foreign Investment Company Status” for a more detailed discussion of the U.S. federal income tax consequences of a U.S. Holder electing to redeem its 8i Ordinary Shares for cash, including with respect to 8i’s potential PFIC status and certain tax implications thereof.

Q: What happens to the Warrants following the Business Combination?

A: All outstanding Warrants will continue to be outstanding following the Business Combination notwithstanding the actual redemptions. An aggregate value of our outstanding Warrants of approximately $1.8 million (based on the closing price of the Warrants of $0.20 on the Nasdaq Global Market as of August 31, 2022) may be retained by the redeeming shareholders assuming maximum redemptions. The conversion of outstanding Warrants would also have a dilutive effect on existing 8i shareholders. See “- Ownership of the Post-Business Combination Company After the Closing” for a summary of the book value of ordinary shares following the Business Combination under various redemption scenarios.

Q: How can I vote?

A: If you are a shareholder of record, you may vote online at the virtual Meeting or vote by proxy using the enclosed proxy card, the Internet or telephone. Whether or not you plan to participate in the Meeting, we urge you to vote by proxy to ensure your vote is counted. Even if you have already voted by proxy, you may still attend the virtual Meeting and vote online, if you choose.

To vote online at the virtual Meeting, follow the instructions below under “How may I participate in the virtual Meeting?”

To vote using the proxy card, please complete, sign and date the proxy card and return it in the prepaid envelope. If you return your signed proxy card before the Meeting, we will vote your shares as you direct.

To vote via the telephone, you can vote by calling the telephone number on your proxy card. Please have your proxy card handy when you call. Easy-to-follow voice prompts will allow you to vote your shares and confirm that your instructions have been properly recorded.

To vote via the Internet, please go to [●] and follow the instructions. Please have your proxy card handy when you go to the website. As with telephone voting, you can confirm that your instructions have been properly recorded.

Telephone and Internet voting facilities for shareholders of record will be available 24 hours a day until 11:59 p.m. Eastern Time on [●], 2022. After that, telephone and Internet voting will be closed, and if you want to vote your shares, you will either need to ensure that your proxy card is received before the date of the Meeting or attend the virtual Meeting to vote your shares online.

If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from us. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided.

If you plan to vote at the virtual Meeting, you will need to contact AST at the phone number or email below to receive a control number and you must obtain a legal proxy from your broker, bank or other nominee reflecting the number of Ordinary Shares you held as of the Record Date, your name and email address. You must contact AST for specific instructions on how to receive the control number. Please allow up to 48 hours prior to the meeting for processing your control number.

After obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to AST. Requests for registration should be directed to [●] or email [●]. Requests for registration must be received no later than 5:00 p.m., Eastern Time, on [●], 2022.

You will receive a confirmation of your registration by email after we receive your registration materials. We encourage you to access the Meeting prior to the start time leaving ample time for the check in.

Q: How may I participate in the virtual Meeting?

A. If you are a shareholder of record as of the Record Date for the Meeting, you should receive a proxy card from AST, containing instructions on how to attend the virtual Meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact AST at [●] or email [●].

You can pre-register to attend the virtual Meeting starting on [●], 2022. Go to [●], enter the control number found on your proxy card you previously received, as well as your name and email address. Once you pre-register you can vote. The Meeting will be conducted via teleconference using the following dial-in information:

If your shares are held in street name, and you would like to join and not vote, AST will issue you a guest control number. Either way, you must contact AST for specific instructions on how to receive the control number. Please allow up to 48 hours prior to the meeting for processing your control number.

Q: Who can help answer any other questions I might have about the virtual Meeting?

A. If you have any questions concerning the virtual Meeting (including accessing the meeting by virtual means) or need help voting your Ordinary Shares, please contact AST at [●] or email [●].

The Notice of Special Meeting, Proxy Statement and form of Proxy Card are available at: [●].

Q: If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?

A: No. If you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares will not be voted with respect to any Proposal for which your broker does not have discretionary authority to vote. If a proposal is determined to be discretionary, your broker, bank or other holder of record is permitted to vote on the proposal without receiving voting instructions from you. If a proposal is determined to be non-discretionary, your broker, bank or other holder of record is not permitted to vote on the proposal without receiving voting instructions from you. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a non-discretionary proposal because the holder of record has not received voting instructions from the beneficial owner.

Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the special meeting. Each of the Proposals to be presented at the Meeting is a non-discretionary proposal. Accordingly, if you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares will not be voted with respect to any of the Proposals.

Broker non-votes will count as a vote “AGAINST” all of the Proposals, except for the Directors Proposal (Proposal 4).

Q: What if I abstain from voting or fail to instruct my bank, brokerage firm or nominee?

A: 8i will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the Meeting. For purposes of approval, an abstention will count as a vote “AGAINST” all of the Proposals, except for the Directors Proposal (Proposal 4).

Q: If I have not yet submitted a proxy, may I still do so?

A. Yes. If you have not yet submitted a proxy, you may do so by (a) visiting [●] and following the on screen instructions (have your proxy card available when you access the webpage), or (b) submitting your proxy card by mail by using the previously provided self-addressed, stamped envelope.

Q: Can I change my vote after I have mailed my proxy card?

A: Yes. You may change your vote at any time before your proxy is voted at the Meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by voting again via the Internet, or by submitting a written revocation stating that you would like to revoke your proxy that our proxy solicitor receives prior to the Meeting. If you hold your Ordinary Shares through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to:

Advantage Proxy

P.O. Box 13581

Des Moines, WA 98198

Toll Free: 877-870-8565

Collect: 206-870-8565

Email: KSmith@advantageproxy.com

Unless revoked, a proxy will be voted at the virtual Meeting in accordance with the shareholder’s indicated instructions. In the absence of instructions, proxies will be voted FOR each of the Proposals.

Q: What will happen if I return my proxy card without indicating how to vote?

A: If you sign and return your proxy card without indicating how to vote on any particular Proposal, the Ordinary Shares represented by your proxy will be voted in favor of each Proposal. Proxy cards that are returned without a signature will not be counted as present at the Meeting and cannot be voted.

Q: Should I send in my share certificates now to have my Ordinary Shares redeemed?

A: 8i shareholders who intend to have their Public Shares redeemed should send their certificates to AST at least two business days before the Meeting. Please see “The Meeting of 8i Shareholders—Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash.

Q: Who will solicit the proxies and pay the cost of soliciting proxies for the Meeting?

A: 8i will pay the cost of soliciting proxies for the Meeting. 8i has engaged Advantage Proxy to assist in the solicitation of proxies for the Meeting. 8i has agreed to pay Advantage Proxy a fee of $9,500, plus disbursements, and will reimburse Advantage Proxy for its reasonable out-of-pocket expenses and indemnify Advantage Proxy and its affiliates against certain claims, liabilities, losses, damages, and expenses. 8i will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of the Ordinary Shares and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q: What happens if I sell my shares before the Meeting?

A: The Record Date for the Meeting is earlier than the date of the Meeting, as well as the date that the Business Combination is expected to be consummated. If you transfer your Ordinary Shares after the Record Date, but before the Meeting, unless the transferee obtains from you a proxy to vote those shares, you would retain your right to vote at the Meeting, but will transfer ownership of the shares and will not hold an interest in 8i after the Business Combination is consummated.

Q: When is the Business Combination expected to occur?

A: Assuming the requisite regulatory and shareholder approvals are received, 8i expects that the Business Combination will occur as soon as possible following the Meeting.

Q: Are EUDA’s shareholders required to approve the Business Combination?

A: Yes. EUDA’s sole shareholder has already approved the Business Combination.

Q: Are there risks associated with the Business Combination that I should consider in deciding how to vote?

A: Yes. There are a number of risks related to the Business Combination and other transactions contemplated by the SPA, that are discussed in this proxy statement. Please read with particular care the detailed description of the risks described in “Risk Factors” beginning on page 34 of this proxy statement.

Q: May I seek statutory appraisal rights or dissenter rights with respect to my shares?

A: No. Appraisal rights are not available to holders of Ordinary Shares in connection with the proposed Business Combination. For additional information, see the section titled “The Meeting of 8i Shareholders—Appraisal Rights.”

Q: What happens if the Business Combination is not consummated?

A: If 8i does not consummate the Business Combination by November 24, 2022 (or May 24, 2023, if extended by the full amount of time allowed under its Current Charter), then pursuant to Current Charter, 8i’s officers must take all actions necessary in accordance with the BVI laws to dissolve and liquidate 8i as soon as reasonably practicable. Following dissolution, 8i will no longer exist as a company. In any liquidation, the funds held in the Trust Account, plus any interest earned thereon (net of taxes payable), together with any remaining out-of-trust net assets, will be distributed pro-rata to holders of Ordinary Shares who acquired such shares in the IPO or in the aftermarket. The estimated consideration that each Ordinary Shares would be paid at liquidation would be approximately $10.04 per share for shareholders based on amounts on deposit in the Trust Account as of August 31, 2022. The closing price of our Ordinary Shares on the Nasdaq Global Market as of August 31, 2022 was $9.96. Pursuant to a letter agreement dated November 22, 2021, the Initial Shareholders, for no consideration, waived the right to any liquidation distribution with respect to any Ordinary Shares held by them.

Q: What happens to the funds deposited in the Trust Account following the Business Combination?

A: Following the closing of the Business Combination, holders of pubic 8i Ordinary Shares exercising redemption rights will receive their per share redemption price out of the funds in the Trust Account. The balance of the funds will be released to EUDA to fund working capital needs of the Combined Company. As of August 31, 2022, there was approximately $86.6 million in the Trust Account. 8i estimates that approximately $10.04 per outstanding share issued in the 8i IPO will be paid to the investors exercising their redemption rights.

Q: Who will manage the Combined Company after the Business Combination?

A: As a condition to the closing of the Business Combination, all of the officers and directors of 8i will resign. For information on the anticipated management of the Combined Company, see the section titled “Directors and Executive Officers of the Combined Company after the Business Combination” in this proxy statement.

Q: Who can help answer my questions?

A: If you have questions about the Proposals or if you need additional copies of this proxy statement or the enclosed proxy card, you should contact 8i’s proxy solicitor at:

Advantage Proxy

P.O. Box 13581

Des Moines, WA 98198

Toll Free: 877-870-8565

Collect: 206-870-8565

Email: KSmith@advantageproxy.com

You may also obtain additional information about 8i from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

SUMMARY OF THE PROXY STATEMENT

This summary highlights selected information from this proxy statement but may not contain all of the information that may be important to you. Accordingly, 8i encourages you to read carefully this entire proxy statement, including the Share Purchase Agreement attached as Annex A. Please read these documents carefully as they are the legal documents that govern the Business Combination and your rights in the Business Combination.

Unless otherwise specified, all share calculations assume no exercise of the redemption rights by 8i’s shareholders.

The Parties to the Business Combination

8i

8i is a blank check company incorporated in the British Virgin Islands on January 21, 2021. We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses, which we refer to herein as our “initial business combination.” Although our efforts to identify a prospective target business are not limited to a particular geographic region or industry, we have focused on private companies on the business services, consumer, healthcare, technology, wellness or sustainability sectors. The Company has until November 24, 2022 (or May 24, 2023, if extended by the full amount of time allowed under its Current Charter) to consummate a Business Combination.

On November 24, 2021, we consummated our IPO of 8,625,000 Units at $10.00 per Unit, generating gross proceeds of $86,250,000. Simultaneously with the consummation of our IPO, we consummated the sale of 292,250 Private Units in a private placement to Meng Dong (James) Tan, 8i’s Chief Executive Officer and Chairman of the board, generating gross proceeds of $2,922,500.

After deducting the underwriting discounts, offering expenses, and commissions from the 8i IPO and the sale of the Private Units, a total of $86,250,000 was deposited into the Trust Account established for the benefit of 8i’s public shareholders, and the remaining proceeds became available to be used to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. As of July 31, 2022, 8i had cash of $193,546 outside of the Trust Account. The net proceeds deposited into the Trust Account remain on deposit in the Trust Account earning interest. As of August 31, 2022, there was approximately $86.6 million held in the Trust Account.

In accordance with 8i’s Current Charter, the amounts held in the Trust Account may only be used by 8i upon the consummation of a business combination, except that there can be released to 8i, from time to time, any interest earned on the funds in the Trust Account that it may need to pay its tax obligations. The remaining interest earned on the funds in the Trust Account will not be released until the earlier of the completion of a business combination and 8i’s liquidation. 8i executed the SPA on April 11, 2022 and it must liquidate unless a business combination is consummated by November 24, 2022 (or May 24, 2023, if extended by the full amount of time allowed under its Current Charter).

The 8i Units, 8i Ordinary Shares, 8i Warrants, and 8i Rights are currently listed on the Nasdaq Global Market, under the symbols “LAXXU,” “LAX,” “LAXXW,” and “LAXXR,” respectively. The 8i Units commenced trading on Nasdaq on November 22, 2021, and the 8i Ordinary Shares, Warrants, and Rights commenced separate trading from the 8i Units on December 14, 2021.

8i’s principal executive offices are located at 6 Eu Tong Sen Street #08-13 Singapore 059817, and its telephone number is +65-6788 0388.

EUDA

EUDA Health Limited (“EUDA”) 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’s holistic approach supports patients throughout all stages of care, including wellness & prevention, urgent care & emergencies, pre-existing conditions, and aftercare services.

EUDA’s principal executive offices are located at 1 Pemimpin Drive #12-07, One Pemimpin Singapore 576151, and its telephone number is [●].

The Share Purchase Agreement

On April 11, 2022, 8i Acquisition 2 Corp., a BVI business company (“8i”), EUDA Health Limited, a British Virgin Islands business company (“EUDA”), Watermark Developments Limited, a British Virgin Islands business company (“Watermark” or the “Seller”), and Kwong Yeow Liew, acting as Representative of the Indemnified Parties (the “Indemnified Party Representative”), entered into a Share Purchase Agreement (the “SPA”). Pursuant to the terms of the SPA, a business combination between 8i and EUDA will be effected through the purchase by 8i of all of the issued and outstanding shares of EUDA from the Seller (the “Share Purchase”), and EUDA will become a wholly owned subsidiary of 8i. On May 30, 2022, parties amended the SPA to extend the time for 8i to complete its financial, operational and legal due diligence review of EUDA from May 31, 2022 to June 15, 2022. On June 10, 2022, the parties to the SPA, as amended, entered into a second amendment of the SPA, pursuant to which parties agreed to (i) reduce the initial consideration to be paid at closing of the Share Purchase; and (ii) reduce the earnout payments. On September 7, 2022, the parties to the SPA, as amended, entered into a third amendment of the SPA, pursuant to which EUDA agreed not to release any funds from its bank account post-closing without the signature of that independent director selected by the Sponsor.

The board of directors of 8i 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 8i.

Mr. Meng Dong (James) Tan, 8i’s Chief Executive Officer and Chairman of the 8i board of directors, owns 10% of the equity interests of the Seller. 8i received a fairness opinion from EverEdge Global to the effect that the purchase price to be paid by 8i for the shares of EUDA pursuant to the SPA is fair to 8i shareholders from a financial point of view (the “Fairness Opinion”). The full text of the Fairness Opinion is attached to this proxy statement as Annex C and is incorporated into this document by reference.

In connection with the closing of the transactions under the SPA the current officers and directors of EUDA will become the officers and directors of 8i. 8i’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.

For more information about the Business Combination, please see the section titled “Proposal No. 1 — The Business Combination Proposal” and for more information about the SPA and the related agreements entered or to be entered into connection therewith, please see the section titled “Proposal No. 1 — The Business Combination Proposal—The SPA.” A copy of the SPA is attached to this proxy statement as Annex A.

Consideration

Initial Consideration

The initial consideration to be paid at Closing (the “Initial Consideration”) by 8i to Seller for the Share Purchase will be an amount equal to $140,000,000. The Initial Consideration will be payable in 14,000,000 8i Ordinary Shares, no par value (the “Purchaser Shares”) valued at $10 per share. To secure Seller’s obligations under the indemnification provisions of the SPA, 1,400,000 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 8i, Seller, and the Indemnified Party Representative (the “Escrow Agreement”).

Earnout Payments

In addition to the Initial Consideration, the Seller may also receive up to 4,000,000 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 the four thresholds (each, a “Triggering Event”) under the terms and conditions set forth in the SPA and related transaction documents:

● The Seller will be issued 1,000,000 additional Purchaser Shares if during the period beginning on the date of Closing (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 1,000,000 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);

● The Seller will be issued 1,000,000 additional Purchaser Shares if the consolidated audited financial statements of EUDA for the fiscal year commencing January 1, 2023 and ending December 31, 2023, reflect that EUDA has achieved both of the following financial metrics for such fiscal year: (x) revenues of at least $20,100,000 and (y) net income attributable to EUDA of at least $3,600,000.

● The Seller will be issued 1,000,000 additional Purchaser Shares if the consolidated audited financial statements of EUDA for the fiscal year commencing January 1, 2024 and ending December 31, 2024, reflect that EUDA has achieved both of the following financial metrics for such fiscal year: (x) revenues of at least $40,100,000 and (y) net income attributable to EUDA of at least $10,100,000.

Representations and Warranties

The SPA, as amended, contains representations and warranties of EUDA 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 8i 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 and 8i 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, 8i, and Seller, including, among others, access to inspect the books and records, claims against 8i’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 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). 8i also has additional covenants, including among others, covenants relating to its trust account, indemnification and directors’ and officers’ insurance, inspections, 8i’s Nasdaq listing, 8i’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 8i, EUDA, affiliates of 8i and EUDA 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 or the Seller contained in the SPA; any breaches of the covenants of EUDA or the Seller contained in the SPA; any breaches of privacy laws by or on behalf of EUDA or any of its subsidiaries; any failure by EUDA and its subsidiaries to comply with Singapore employment law; any failure by PT Bumi Lestari Berkah Melimpah, an Indonesian company, to pay Universal Gateway International Pte. Ltd., a subsidiary of EUDA, Singapore Dollars $5,150,000 due under a mutual termination agreement dated March 1, 2021 and an addendum to such agreement dated May 11, 2022; and any failure by Kent Ridge Healthcare Singapore Private Limited to keep insured for full insurable value in the joint names of Kent Ridge Healthcare Singapore Private Limited and United Overseas Bank Limited certain real and personal property against loss or damage by fire, lightening, burglary, riots and other risks determined by United Overseas Bank Limited. However, the first $636,636 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 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 8i 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 the Closing

The consummation of the Share Purchase is conditioned upon, among other things, (a) the approval of the SPA and Share Purchase by 8i 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, 8i having at least $5,000,001 of net tangible assets.

Solely with respect to 8i, the consummation of the Share Purchase is conditioned upon, among other things, (a) the representations and warranties made by EUDA and the Seller are true and correct, (b) EUDA 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 and its subsidiaries should equal or exceed $10,000,000, (e) Seller shall have executed and delivered to 8i a lock-up agreement, (f) EUDA and the Seller shall have executed and delivered each related transaction document to which they each are a party, (g) 8i shall have completed its due diligence on or before May 31, 2022, and be satisfied with the results, and if not, 8i would have the right to terminate the SPA, and (h) the letter agreement with certain creditors of EUDA 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 8i are true and correct, (b) 8i shall have performed or complied in all material respects with its obligations, (c) the officers and directors of 8i shall have resigned, (d) the Purchaser Shares issuable to Seller pursuant to the SPA shall have been authorized for listing on Nasdaq, (e) 8i shall have executed and delivered each related transaction document to which it is a party, (f) 8i shall have received the Fairness Opinion, and (g) 8i shall have completed its due diligence on or before May 31, 2022, and be satisfied with the results of such due diligence. On May 30, 2022, parties amended the SPA to extend the time for 8i to complete its financial, operational and legal due diligence review of EUDA from May 31, 2022 to June 15, 2022.

Termination

The SPA may be terminated at any time prior to 12.01 a.m. New York time, on the Closing Date (the “Effective Time”) as follows:

(a) by mutual written consent of 8i and Seller;

(b) by either 8i 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 8i, 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 8i shareholders shall not have been obtained at a 8i meeting of shareholders;

(c) by 8i if (i) either EUDA 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 8i 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 8i, or (ii) the Seller’s shareholders have not approved the SPA and the Share Purchase;

(d) by Seller if (i) 8i 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 has given written notice of such breach to 8i, (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 8i board of directors shall have publicly withdrawn, modified or changed, in any manner adverse to EUDA, 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 8i, EUDA, 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 8i, EUDA, 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 8i makes publicly available in reports, statements and other documents filed with the SEC. 8i and EUDA’s investors are not third-party beneficiaries under the SPA.

Management  

All of the directors on our Board shall resign at the Closing Date. The Combined Company’s Board of Directors will be composed of five (5) directors, of which Alfred Lim, a nominee designated by our Sponsor, shall serve as an independent director and the remaining four (4) directors will be designated by EUDA.

See “Directors, Executive Officers, Executive Compensation and Corporate Governance – Directors and Executive Officers after the Business Combination” for additional information.

Other Agreements Relating to the Business Combination

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,” which period may, upon written agreement of 8i and the Seller, be reduced for one or more holders of the Lockup Shares). 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 8i after the Closing.

Amended and Restated Registration Rights Agreement

At the closing, 8i will enter into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”) with certain existing stockholders of 8i and with the Seller with respect to their shares of 8i 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 8i’s initial public offering and any shares issuable on conversion of working capital loans from Sponsor to 8i (collectively, the “Registrable Securities”). The agreement amends and restates the registration rights agreement 8i entered into on November 22, 2021 in connection with its initial public offering. No later than fourteen (14) 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.

Seller Release

The Seller has agreed to release 8i, EUDA, 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 8i, EUDA, 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 8i, EUDA, 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, 8i or any of its subsidiaries.

Voting Securities

As of the Record Date, there were 11,073,500 Ordinary Shares issued and outstanding. Only 8i shareholders who hold Ordinary Shares as of the close of business on [●], 2022 are entitled to vote at the Meeting or any adjournment thereof. Approval of the Business Combination Proposal, the Nasdaq Proposal, and the Adjournment Proposal will require the affirmative vote of the holders of a majority of the issued and outstanding Ordinary Shares present in person by virtual attendance or represented by proxy and entitled to vote at the Meeting. Approval of the Directors Proposal will require the vote by a plurality of the votes of the Ordinary Shares present in person by virtual attendance or represented by proxy and entitled to vote at the Meeting. Approval of the Charter Proposal will require the approval of a majority of the issued and outstanding Ordinary Shares entitled to vote at the Meeting. A failure to vote or an abstention will have the same effect as a vote “AGAINST” the Charter Proposal, but will have no effect on the other proposals. Assuming a quorum is present, broker non-votes will have no effect on the Proposals, other than the Charter Proposal, for which it will have the same effect as voting against the Charter Proposal.

Pursuant to the Letter Agreement, the Initial Shareholders holding an aggregate of 2,448,500 Ordinary Shares have agreed to vote their respective Ordinary Shares in favor of each of the Proposals.

Appraisal Rights

Appraisal rights are not available to holders of Ordinary Shares in connection with the proposed Business Combination.

Redemption Rights

Pursuant to our current Charter, holders of Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable), by (ii) the total number of then-outstanding public Ordinary Shares. As of [●], 2022, this would have amounted to approximately $[●] per share.

You will be entitled to receive cash for any public shares to be redeemed only if you:

(i) (a) hold Public Shares, or

(b) hold Public Shares through Units and you elect to separate your Units into the underlying Public Shares prior to exercising your redemption rights with respect to the Public Shares; and

(ii) prior to 5:00 p.m., Eastern Time, on [●], 2022, (a) submit a written request to AST to redeem your Public Shares for cash and (b) deliver your Public Shares to AST, physically or electronically through DTC.

Holders of outstanding Units must separate the underlying Ordinary Shares prior to exercising redemption rights with respect to the Public Shares. If the Units are registered in a holder’s own name, the holder must deliver the certificate for its Units to AST, with written instructions to separate the Units into their individual component parts. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its redemption rights upon the separation of the Public Shares from the Units.

If a holder exercises its redemption rights, then such holder will be exchanging its Public Shares for cash and will no longer own the Combined Company. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to AST in accordance with the procedures described herein. Please see the section titled “The Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash.

Ownership of the Combined Company after the Closing

The following table illustrates estimated ownership levels in the Combined Company, immediately following the consummation of the Business Combination, based on the varying levels of redemptions by 8i public shareholders and the following assumptions:

The table below shows possible sources of dilution and the extent of such dilution that non-redeeming public shareholders could experience in connection with the Closing of the Business Combination. In an effort to illustrate the extent of such dilution, the table below assumes (i) the exercise of all public Warrants and private Warrants, which are exercisable for one ordinary share at a price of $11.50 per share, (ii) the issuance of ordinary shares resulted from the exercise of Unit Purchase Options by Maxim Group LLC, underwriter in the IPO, and (iii) the issuance of EUDA Earnout Shares in full as a result of the achievement of all four Triggering Events. The following table illustrates estimated ownership levels in the Combined based on the varying levels of redemptions by 8i public shareholders with all possible sources of dilution and the following assumptions:

Interests of 8i’s Directors, Officers and Certain Shareholders in the Business Combination

When you consider the recommendation of 8i’s board of directors in favor of approval of the Business Combination Proposal and the other proposals, you should keep in mind that the Initial Shareholders, have interests in such proposals that are different from, or in addition to, your interests as a shareholder. These interests include, among other things:

See “Proposals to be considered by 8i Shareholders: The Business Combination — Interests of 8i’s Directors, Officers and Certain Shareholders in the Business Combination” beginning on page 100 for additional information.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a “reverse recapitalization” in accordance with U.S. GAAP. Under this method of accounting, 8i will be treated as the “acquired” company for financial reporting purposes. This determination is primarily based on the fact that subsequent to the Business Combination, the EUDA shareholders are expected to have a majority of the voting power of the Combined Company, EUDA will comprise all of the ongoing operations of the Combined Company, EUDA will comprise a majority of the governing body of the Combined Company, and EUDA’s senior management will comprise all of the senior management of the Combined Company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of EUDA issuing shares for the net assets of 8i, accompanied by a recapitalization. The net assets of 8i will be stated at historical costs. No goodwill or other intangible assets will be recorded. Operations prior to the Business Combination will be those of EUDA.

Recommendations of the Board and Reasons for the Business Combination

After careful consideration of the terms and conditions of the SPA, the Board has determined that Business Combination and the transactions contemplated thereby are fair to, and in the best interests of, 8i and its shareholders. In reaching its decision with respect to the Business Combination and the transactions contemplated thereby, the Board reviewed various industry and financial data and the evaluation of materials provided by EUDA. The Board obtained a fairness opinion from EverEdge Global to the effect that the purchase price to be paid by 8i for the Share Purchase pursuant to the SPA is fair to 8i shareholders from a financial point of view (the “Fairness Opinion”), a copy of which can be found in Annex C to this proxy statement.

The Board recommends that 8i shareholders vote:

Summary Risk Factors

In evaluating the Business Combination and the Proposals to be considered and voted on at the special meeting, you should carefully review and consider the risk factors set forth under the section titled “Risk Factors” beginning on page 34 of this proxy statement. Some of these risks related to are summarized below. References in the summary below to “EUDA” generally refer to EUDA Health Limited in the present tense or the Combined Company from and after the Business Combination.

The following summarizes certain principal factors that make an investment in the Combined Company speculative or risky, all of which are more fully described in the “Risk Factors” section below. This summary should be read in conjunction with the “Risk Factors” section and should not be relied upon as an exhaustive summary of the material risks facing 8i’s, EUDA’ and/or the Combined Company’s business.

Risks Related to EUDA’s Business and Operations

Risks Related to 8i’s Business and Business Combination

Risks Related to the Combined Company’s Securities Following the Business Combination

Risks Related to the Combined Company Operating as a Public Company

SELECTED HISTORICAL FINANCIAL INFORMATION OF 8i

The following tables are sets forth selected historical financial information derived from 8i’s audited financial statements for the year ended July 31, 2022 and for the period from January 21, 2021 (inception) through July 31, 2021 and as of July 31, 2022 and 2021, which are included elsewhere in this proxy statement. 8i’s historical results are not necessarily indicative of the results that may be expected in any future period.

You should read this data together with our consolidated financial statements and related notes included elsewhere in this proxy statement and the sections titled “Selected Consolidated Financial and Other Data of 8i” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of 8i.”

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF EUDA

The following selected historical consolidated financial information for EUDA set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of EUDA” and EUDA’s historical consolidated financial statements and the related notes thereto contained elsewhere in this proxy statement.

The selected historical consolidated financial information and other data presented below for the six months ended June 30, 2022 and 2021 (unaudited) and for the years ended December 31, 2021 and 2020, and the selected consolidated balance sheet and other data as of June 30, 2022 (unaudited), December 31, 2021 and 2020 have been derived from EUDA’s consolidated financial statements included in this 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 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 this proxy statement/ prospectus. 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 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 this 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.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements, including statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, and the financial condition, results of operations, earnings outlook and prospects of 8i and/or EUDA and may include statements for the period following the consummation of the Business Combination. Forward-looking statements appear in a number of places in this proxy statement including, without limitation, in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of EUDA” and “Information About EUDA.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the management of 8i and EUDA as applicable and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by 8i and the following:

Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of 8i and EUDA prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement and attributable to 8i, EUDA or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement. Except to the extent required by applicable law or regulation, 8i and EUDA undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.

RISK FACTORS

The Combined Company will face a market environment that cannot be predicted and that involves significant risks, many of which will be beyond its control. You should consider carefully the following risk factors, as well as the other information set forth in this proxy statement, before making a decision on the Business Combination. Risks related to EUDA, including risks related to EUDA’s business, financial position and capital requirements, development, regulatory approval and commercialization, dependence on third parties, intellectual property and taxation, will continue to be applicable to the Combined Company after the closing of the Business Combination.

Risks Related to EUDA’s Business and Operations

Any general economic factors, natural disasters or unexpected events could have an adverse impact on EUDA’s business.

General economic factors, such as interest rates, tax rates and government policies, which have experienced significant downturns in recent years and market volatility could have adverse material effects on EUDA’s business. The uncertainties posed by these general economic factors do not allow EUDA to forecast their expenditure accurately for future business activities or impair EUDA’s clients’ abilities to make timely payment to EUDA, which could have adverse material impact on EUDA’s business, financial condition, and results of EUDA’s operations.

The occurrence of natural disasters, such as storms, earthquakes, fires or floods, the outbreak of a widespread health epidemics or other unexpected events, such as wars, acts of terrorism, environmental accidents, power shortage or communication interruptions could also have adverse material effect on EUDA’s business. The occurrence of a prolonged outbreak of an epidemic illness or other adverse public health developments in the Southeast Asia regions we operate or do business, or elsewhere, could materially disrupt EUDA’s business and operations. Such events could also significantly affect the healthcare industry and cause a temporary discontinuation of EUDA’s operations, which would severely disrupt EUDA’s operations and have a material adverse effect on EUDA’s business, financial condition, and results of operations.

If any of EUDA’s employees or employees of EUDA’s business partners were suspected of having any of the epidemic illnesses or infections, EUDA or EUDA’s business partners could be required to quarantine some or all of such employees or disinfect the facilities used for EUDA’s operations. EUDA’s operations could also be severely disrupted if EUDA’s users or other participants were affected by such natural disasters, health epidemics or other unexpected events.

EUDA’s business is primarily driven by the healthcare industry, and factors that adversely affect the financial condition of the healthcare industry in general could consequently affect their business.

A substantial portion of EUDA’s revenue is derived from clients who are part of the healthcare industry. As a result, EUDA’s financial condition and results of operations could be adversely affected by conditions affecting the healthcare industry generally and health systems and payors in particular. EUDA’s ability to grow will also depend upon the economic environment of the healthcare industry, as well as EUDA’s ability to improve its product and service offerings. Furthermore, EUDA may not become aware in a timely manner of changes in regulatory requirements affecting EUDA’s businesses, which could result in EUDA’s taking, or failing to take, actions, resulting in non-compliance with relevant government related regulations.

There are many factors that could affect the purchasing practices, operations and, ultimately, the operating funds of healthcare organizations, such as reimbursement policies for healthcare expenses, consolidation in the healthcare industry, and regulation, litigation, and general economic conditions. In particular, EUDA could be required to make unplanned modifications to its products and services or could suffer delays or cancellations of orders or reductions in demand for its products and services as a result of changes in regulations affecting the healthcare industry, such as any increased scrutiny by governmental agencies, changes to relevant healthcare services related regulations or relevant privacy laws, laws relating to the tax-exempt status of many of EUDA’s clients or restrictions on permissible discounts, and other financial arrangements. It is unclear what long-term effects the general economic conditions will have on the healthcare industry, and in turn, on EUDA’s business, financial condition, and results of operations.

The digital health industry is relatively young, is currently in its early growth stages and is still evolving, and if it develops towards a mature stage slower than EUDA’s expect, if it encounters a pessimistic outlook or if EUDA’s services are not competitive, the growth of EUDA’s business will be adversely affected.

The digital health industry is relatively young even though it is rapidly evolving, and it is uncertain whether it will achieve and maintain high levels of demand, consumer acceptance and market adoption. EUDA’s success will substantially depend on the willingness of its clients’ members or patients to adopt, and the frequency and extent of their utilization of, EUDA’s services and solutions, as well as on EUDA’s ability to demonstrate the value of digital health to employers, health plans, government agencies and other purchasers of healthcare for beneficiaries. If EUDA’s clients, or their members or patients do not acknowledge the benefits of EUDA’s services or platform, or if EUDA’s services are not competitive, then the market may not develop at all, or EUDA may develop slower than it expects. Similarly, individual and healthcare industry concerns or negative publicity regarding patient confidentiality and privacy in the context of digital health could restrict market acceptance of our healthcare services. An occurrence of any of these events could have a material adverse effect on their business, financial condition or results of operations.

EUDA’s short operating history and the rapidly evolving nature of the industry makes it difficult to assess our success and predict the risks and challenges we may encounter.

As EUDA’s business operations only began in 2018, its short operating history and evolving nature of the digital health industry make it difficult to evaluate and assess the success of EUDA’s business to date, EUDA’s future prospects and the risks and challenges that EUDA may encounter. These risks and challenges include EUDA’s ability to:

Any failure to address the risks and difficulties that EUDA faces, including those associated with the challenges listed above and elsewhere in this “Risk Factors” section, its business, financial condition, and results of operations could be adversely affected. Further, EUDA’s limited historical financial data and the evolving nature of the digital health industry in the Southeast Asian region could limit the accuracy of any predictions about its future revenue and expenses as it would be if EUDA had a longer operating history, operated a more predictable business or operated in a less regulated industry. If EUDA’s assumptions regarding these risks and uncertainties, which it uses to plan and operate its business, are incorrect or change, or if EUDA does not address these risks effectively and efficiently, EUDA’s results of operations could differ materially from its expectations and EUDA’s business, financial condition and results of operations would be adversely affected.

EUDA relies on its corporate clients for a significant portion of our revenue, the loss of which would have a material adverse effect on EUDA’s business, financial condition, and results of operations.

EUDA historically relied on their corporate clients and members based in Indonesia for a substantial portion of our total revenue. We have a high concentration risk on their corporate clients, which represent a significant portion of their revenue, and could render them unable to grow their business quickly enough to drive organic growth from individual clients. They are also dependent on their Indonesian members as drivers for growth in that market and have forecasted them to contribute approximately over 40% of future revenues in the next 5 years. They also rely on their reputation and recommendations from key clients for the promotion of our solution to potential new clients. The loss of any of their key clients or members, failure to retain some of them or their failure to renew or increase their subscriptions could have a significant impact on their revenue, growth rate, reputation, and ability to obtain new clients. In addition, their clients could cancel or fail to renew their contracts in the event of an merger or acquisition of companies, thereby reducing the number of their existing and potential clients, members and patient populations.

If there is a decrease in the number of individuals covered under our platform, health plan and other clients, or the number of applications or services to which they subscribe decreases, EUDA’S revenue will be adversely affected.

EUDA currently relies mainly on organic growth driven by increase in their corporate clients. Their fees are directly proportional to the number of individuals with whom their corporate clients provide benefits and the number of applications or services subscribed to by their corporate clients under most of their contracts with them. There are many factors that may lead to a decrease in the number of individuals covered by EUDA’s corporate clients and the number of applications or services subscribed to by our corporate clients, including, but not limited to, the following:

If EUDA is unable to retain the active customers while attracting new customers, it would result in a loss of future revenue and have an adverse material effect on their business, financial position, and results of operations.

If the number of individuals covered, health plan and other corporate clients decrease, or the number of applications or services to which they subscribe decreases, their revenue will likely get adversely impacted.

If the number of clients decrease, Euda’s market share could be impacted, which would likely impacts its ability to execute its business strategy successfully, which is based several initiatives, including capitalizing on increasing revenues from existing customers, capitalizing on outsourcing opportunities to win new contracts and pursuing new acquisitions that. If EUDA is unable to implement its business strategy successfully or achieve the anticipated benefits of its business plan, the long-term growth and profitability may be adversely affected. Even if EUDA is able to implement some or all of the initiatives of its business plan successfully, its operating results may not improve to the extent anticipated, or at all.

The digital healthcare industry faces significant risks and challenges from rapid technological changes.

The digital healthcare market faces rapid technological change, changing consumer requirements, short product lifecycles and evolving industry standards. EUDA’s success will depend on their ability to enhance their solutions with the latest technologies and to develop or to acquire and market new services to access new consumer populations.

There is no guarantee that they will possess the resources, either financial or personnel, for the research, design, development and deployment of new applications, technological requirements, or services, or that they will be able to utilize these resources successfully and avoid technological or market obsolescence.

Further, there can be no assurance that technological advances by one or more of their current or future competitors will not result in our present or future software-based products and services to become uncompetitive or obsolete.

The industry that EUDA operates in is highly competitive and rapidly evolving, and if they are not able to compete effectively, their business, financial condition and results of operations may be adversely impacted.

EUDA operates in a highly competitive and rapidly evolving industry, and they expect that competition will increase as a result of consolidation in both the information technology and healthcare industries and also from new entrants in the markets that they operate in. Our future growth and success will depend on their ability to successfully compete with other companies that provide similar services and other healthcare organizations that seek to build and operate competing services themselves and newer companies that provide similar services at substantially lower prices.

EUDA competes on the basis of various factors, including breadth and depth of services, reputation, reliability, quality, innovation, security, team, technology, platform robustness, price, industry expertise, and experience. If we are unable to maintain or improve their technology, management, healthcare, or regulatory expertise or attract and retain a sufficient number of qualified sales and marketing leadership and support personnel, we will be at a competitive disadvantage. Some of their competitors, in particular larger technology or technology-enabled consultative service providers, have greater name recognition, longer operating histories, and significantly greater restheirces than we do.

EUDA’s current or potential competitors may have greater restheirces financially and logistically than they do, which may allow them to be less sensitive to changes in client preferences and more aggressive in their pricing strategies, any of which could put them at a competitive disadvantage. As a result, their competitors may be more adapt in responding to new or changing opportunities, technologies, standards, or trends and may have the ability to initiate or withstand substantial price competition. In addition, potential corporate clients frequently have requested competitive bids from us and their competitors in terms of price and services offered and, if we do not accurately assess potential corporate clients’ needs and budgets when submitting their proposals, they may appear less attractive than those of their competitors, and we may not be successful in attracting new business. If their prospective or current corporate clients fail to perceive the value of their products and services, their corporate clients could view their competitors’ products to be more attractive. Increases in competition in their industry could reduce their market share and result in price declines for certain services, which could negatively impact their business, profitability, and growth prospects.

There is foreign exchange (FX) risk in their business as they operate in multiple countries and exchange rates fluctuate, and that may cause FX related losses or translation losses for us.

As EUDA operates in multiple countries, their business could also face foreign exchange risks. To date, their revenue has been denominated in currencies such as Singapore dollars, Malaysian ringgit, Indonesian rupiah, Indian rupee, Australian dollar, New Zealand dollar and Vietnamese dong, while they also have operations in other parts of the Asian region as well. As their international contracts are denominated in the respective local currencies, their operating results might be impacted from fluctuations in the value of their reporting currency when translated to it. As they further expand internationally, their exposure to foreign currency exchange risk may increase as well. However, they plan to move towards creating their own payment ecosystem through the introduction of their own digital currency in the future and that will help us in having a more standardized system and help reduce FX risks. They also have a certain level of natural hedge in the countries that we operate in as their revenues and major costs in individual markets are both denominated in the same currency.

Legal (Compliance/Security)

EUDA could incur significant costs as a result of any claim or lawsuit of infringement of another party’s intellectual property rights.

There has been significant litigation in different parts of the world involving patents and other intellectual property rights in recent years. Companies that are in the internet and technology industries are increasingly bringing and becoming subject to lawsuits alleging infringement of proprietary rights, particularly patent rights, and their competitors and other third parties may hold patents or have pending patent applications that could be related to their business. As we apply for their own patents in the future, they expect that they may receive notices in the future that claim they or their clients, who are using their solution, have misappropriated or misused other parties’ intellectual property rights, particularly as competition in their market grows and the functionality of applications amongst competitors overlap. If they are sued or served a legal notice by a third party that claims that their technology infringes its rights, the litigation, whether or not successful, could be extremely costly to defend, divert their management’s time, attention and resources, damage their reputation and brand and substantially harm their business.

The company has invested significant time and resources to create its own proprietary software platform. Development of the current software and solutions has been undertaken by employees in Vietnam, Indonesia, India and Singapore, with whom they have non-disclosure agreements.

The software integrates open-source software code and database systems, and leverages on application programming interface (‘API’) connectors to deliver an integrated user experience. The software includes multiple critical trade secrets of the business as well as representing a significant volume of code to be understood if it is to be replicated.

A number of key content resources have been developed to help scale the effective communication of its proposition to the market. Copyright exists in content or written materials that EUDA has created and owns. The copyright also exists in the software codebase created, especially important for those aspects of the software exposed to users such as the application interface.

In addition, in some instances, they have agreed to indemnify their clients against certain third-party claims, which may include claims that their software solution infringes the intellectual property rights of third parties.

Their business could be adversely affected by any significant disputes between us and their clients as to the applicability or scope of their indemnification obligations to them. The results of any intellectual property litigation to which they may become a party, or for which they are required to provide indemnification, may require us to do one or more of the following:

If they are required to make substantial payments or undertake any of the other actions noted above as a result of any intellectual property infringement claims or lawsuits against us or any obligation to indemnify their clients for such claims, such payments or costs could have a material adverse effect on their business, financial condition and results of operations.

Breach of their intellectual property may also require us to commence legal actions, which could be costly and time consuming. Failure to defend their position or intellectual property could reduce their market position and have similar adverse effects on their business, financial conditions, and results of operations.

If they fail to develop or license technology for any allegedly infringing aspect of their business in the future, they would be forced to limit their services and may be unable to compete effectively. Any of these events could materially harm their business, financial condition, and results of operations.

If their arrangements and agreements with their partners or their customers are found to violate laws and regulations relevant to the digital health industry, their business, financial condition and their ability to operate in those jurisdictions could be adversely impacted.

As EUDA’s businesses operate internationally, they must adhere to the various laws and regulation of the respective jurisdictions, which includes laws governing remote healthcare, the practice of medicine and healthcare delivery in general which are subject to change and interpretation. Failure to adhere to these regulations could put us at risk of statutory actions and cessation of operations and fines, litigation and compensation claims from patients and customers which could have material adverse effect on their business, financial condition, and results of operations.

The digital health services they offer are subject to laws, rules and policies governing the practice of medicine and relevant medical council oversight.

Their ability to provide and promote their digital health offerings in each of the jurisdictions that they operate in, is dependent upon the individual jurisdiction’s treatment of digital health, under such jurisdiction’s laws, rules and policies governing the practice of medicine, which are subject to changing political, regulatory, and other influences. Some medical boards relevant to the jurisdictions that they operate in, may have established rules, or interpreted existing rules in a manner that limits or restricts their ability to conduct or optimize their business.

Their digital health offerings offer patients and users the ability to see a board-certified medical professional for advice, diagnosis, and treatment of routine health conditions on a remote basis. The nature of such services and the provision of medical care and treatment by board-certified medical professionals could subject us and certain of their affiliated physicians and healthcare professionals to complaints, inquiries, and compliance orders by national and other relevant medical boards in the future. Such complaints, inquiries or compliance orders may result in disciplinary actions taken by these medical boards against the licensed physicians who provide services through their digital health offerings, which could include suspension, restriction or revocation of the physician’s medical license, probation, required continuing medical education ctheirses, monetary fines, administrative actions, and other conditions. Regardless of outcome, these complaints, inquiries or compliance orders could have an adverse impact on their digital health offerings and their platform generally due to defense actions related and settlement costs, diversion of management restheirces, negative publicity, reputational harm and other factors.

Due to the uncertain regulatory environment, certain government authorities or relevant boards may determine that they are in violation of their laws and regulations, or such laws and regulations may evolve over time. In the event that they must remedy such violations, they may be required to modify their offerings in such jurisdictions in a manner that undermines their offerings or business, they may become subject to fines or other penalties or, if they determine that the requirements to operate in compliance in such jurisdictions are overly burdensome, they may elect to terminate their operations in such jurisdictions. In each case, their revenue may decline, and their business, financial condition and results of operations could be materially adversely affected.

The digital health industry faces evolving government regulations, and failure to comply with these changes may result in increased costs or adversely affect their results of operations.

The uncertainty of the regulatory climate of their industry may subject their operations to direct and indirect adoption, expansion or reinterpretation of various laws and regulations. They may be required to change their practices at undeterminable future laws and regulation and possibly incur significant initial monetary and annual expense to adhere to the new regulatory changes. These additional monetary expenditures may increase future overhead, which could have a material adverse effect on their results of operations.

They have identified what they believe are the areas of government regulation that, if changed, would be costly to us. These include rules governing the practice of medicine by physicians; licensure standards for doctors and behavioral health professionals; laws limiting the corporate practice of medicine; cybersecurity and privacy laws; laws and rules relating to the distinction between independent contractors and employees; and tax and other laws encouraging employer-sponsored health insurance. There could be laws and regulations applicable to our business that we have not identified or that, if changed, may be costly to us, and they cannot predict all the ways in which implementation of such laws and regulations may affect us.

Additionally, the introduction of new services may require EUDA to comply with additional, yet undetermined, laws and regulations. This may require EUDA to obtain additional appropriate medical board licenses or certificates, increase their security measures and expend additional resources to monitor developments in applicable rules and ensure compliance. The failure to adequately comply with these future laws and regulations may delay or possibly prevent some of EUDA’s products or services from being offered to clients and members, which could have a material adverse effect on their business, financial condition, and results of operations.

If EUDA’s security measures fail to ensure protection of clients data, their services may be deemed insecure and as a result incur significant liabilities, reputational harm, and loss of sales and clients.

Services provided on EUDA’s platforms are highly dependent on artificial intelligence and blockchain technology, devices such as the wearable technologies offered by EUDA or its partners, which involve the storage and transmission of clients’ proprietary information, sensitive or confidential data, including valuable intellectual property and personal information of employees, clients and others, as well as protected health information, or PHI, of their clients’ patients. Due to the extreme sensitivity of the information EUDA store and transmit, the security features of their computers and systems, network, and communications systems infrastructure are critical to the success of their business. A breach or failure in their security measures could occur from a variety of circumstances and events, including third-party action, employee negligence or error, malfeasance, computer viruses, cyber-attacks or ransom related attacks by computer hackers, failures during the process of upgrading or replacing software and databases, power outages, hardware failures, telecommunication failures, user errors, or catastrophic events.

As cyber threats continue to evolve with the proliferation of new technologies and the increased sophistication and activities of perpetrators of cyber-attacks, EUDA may be required to expend additional resources to continue to enhance information security measures or to investigate and remediate any information security vulnerabilities. If EUDA’s security measures fail or are breached, it could result in unauthorized persons accessing sensitive client or patient data (including PHI) and a loss of or damage to their data, resulting in an inability to access data sources process data or provide services to their clients. The occurrence of such failures or breaches of EUDA’s security measures, or their inability to effectively resolve such failures or breaches in a timely manner, could severely damage their reputation, adversely affect client or investor confidence in us, and reduce the demand for their services from existing and potential clients. In addition, EUDA could face litigation, damages for contractual breaches, monetary penalties, or regulatory actions for violation of applicable laws or regulations and incur significant costs for remedial measures to prevent future occurrences and mitigate past violations. While EUDA has outsourced security measures to a third-party agency as preventive measures to protect the integrity of their clients’ and members’ information, this solution might not be comprehensive enough to ensure the safety of such data. Although EUDA maintains adequate insurance coverage covering certain security and privacy damages and claim expenses, EUDA may not carry insurance or maintain coverage sufficient to compensate for all liability and in any event, insurance coverage would not address the reputational damage that could result from a security lapse or a breach related incident.

EUDA experience cyber-security and other breaches that may remain undetected for an extended period as cyber-attack techniques constantly evolve. EUDA also may not be able to comprehensively anticipate such cyber security threats as they may not be recognized until the breach occurs. As such, EUDA may be unable to implement adequate preventive measures and their actions would be limited to being reactive in nature. EUDA also cannot ensure the complete integrity or security of such data in their systems in the event that their clients authorize or enable third party access to the information stored on their platforms and systems. If an actual or perceived breach of EUDA’s security occurs, or if EUDA is unable to effectively resolve such breaches in a timely manner, the market perception of the effectiveness of their security measures could be harmed and they could lose sales and clients, which could have a material adverse effect on their business, operations, and financial results. EUDA could also be subjected to litigation from their clients and providers in the event of such security breaches and that could result in substantial costs and a diversion of management’s attention and resources, which could have a material adverse effect on their business, financial condition, or results of operations.

Although EUDA uses best efforts to maintain insurance coverage they deem adequate to address cyber-security, EUDA may find such coverage lacking or unavailable in certain instances which could have material adverse effect on their business, financial condition and results of operations.

Operational

EUDA’s growth depends on the success of their strategic relationships with third parties and partners.

EUDA anticipate that it will continue to depend on relationships with third parties, including partner organizations and technology and content providers to grow their business further. Identifying partners, and negotiating and documenting relationships with them, requires significant time and resources. Their competitors may be more effective in incentivizing such potential partners to favor their products or services over theirs. In addition, acquisitions of EUDA’s existing and potential partners by their competitors could result in a decrease in the number of their current and potential clients, as their partners may no longer facilitate the adoption of EUDA’s applications and services to potential clients.

If EUDA is unsuccessful in establishing or maintaining their relationships with third parties, their ability to compete in the marketplace or to grow their revenue could be impaired and their results of operations may suffer. Even if they are successful, EUDA cannot assure investors that these relationships will result in increased client use of EUDA’s applications or increased revenue. While EUDA expects that these relationships will continue, they cannot guarantee that they will. Any material changes in government regulations, or the loss of these affiliations, could impair their ability to provide services to their members and clients and could have material adverse effect on their business, financial condition and results of operations.

EUDA’s business and growth strategy depends on their ability to maintain and expand a network of qualified providers and partners.

EUDA’s success is substantially dependent upon their continued ability to maintain a network of skilled and qualified digital health providers. EUDA, through its wholly owned subsidiaries, provides medical services including multi-care specialty care services and holistic care services. EUDA is also dependent on third-party entities and a related party, which they do not own or control, to provide healthcare services to consumers. The significant competition in the digital health market for qualified digital health providers may hinder their ability to recruit or retain physicians and other healthcare professionals and service providers, which would negatively impact the growth of their digital health offerings and would have a material adverse effect on their business, financial condition, and results of operations.

In any particular market, providers could demand higher payments or take other actions that could result in higher medical costs, less attractive services for EUDA’s clients or difficulty meeting regulatory or accreditation requirements. EUDA’s ability to develop and maintain satisfactory relationships with third-party providers also may be negatively impacted by other factors not associated with them, such as changes in medical reimbursement levels and other pressures on healthcare providers and consolidation activity among hospitals, physician groups and healthcare providers. The failure to maintain or to secure new cost-effective provider contracts may result in a loss of or an inability to grow their membership base, higher costs, healthcare provider network disruptions, less attractive service for their clients and/or difficulty in meeting regulatory or accreditation requirements, any of which could have a material adverse effect on their business, financial condition and results of operations.

EUDA relies heavily on technology services provided by third parties or their own systems for providing services to their clients and members, and any failure or interruption in these services could expose them to litigation and negatively impact their relationships with clients, brand and business.

EUDA relies heavily on significant IT infrastructure and systems and the ongoing maintenance of the regional and local Internet infrastructure to provide the necessary data speed, capacity and security to offer viable services. If EUDA’s relevant service providers’ infrastructure or systems were to fail for any reason, this may cause EUDA’s portals to experience significant downtime or impaired performance, which could have an impact on their reputation. EUDA’s platform may also be exposed to damage or interruption from system failures, cyber threats (including malware, ransomware, phishing and denial of service (DoS) attacks), telecommunication provider or third-party supplier failures, inadequate system maintenance, damage to the physical infrastructure associated with the network, disasters from natural or human causes, or other unforeseen events which may cause unplanned disruption to EUDA’s systems. These technology failures may affect EUDA’s ability to deliver consistent, quality services, meet their contractual and service level obligations, attract new customers, or lead to data integrity issues or data loss. While EUDA has backup plans in place, such as switching to text messages and call services when their platforms sense a weak internet connection, significant disruptions to their platform or their services could have material impact on their reputation and brand and may result in a loss of users of their products and services, which could have material adverse effects on their business, result of operations, financial performance and financial condition.

EUDA’s financial and operational success depends highly on their ability to protect their intellectual property and intellectual property rights and failure to do so will adversely impact their business and financial performance.

EUDA’s success depends largely on their ability to protect their proprietary software, confidential information and know-how, technology, and other intellectual property and intellectual property rights. While EUDA generally relies on copyright, trademark and trade secret laws, confidentiality and invention assignment agreements with employees and third parties, and license and other agreements with consultants, vendors, and clients, there can be no assurance that EUDA will enter into such agreements or that they or their counterparties have not breached or will not breach their agreements. EUDA also may not have adequate remedies for any breach or assurances that their trade secrets will not otherwise become known or independently developed by competitors. Additionally, EUDA monitors the use of open-source software to avoid use-cases that would require them to disclose their proprietary source code or violate applicable open-source licenses, but if engaged in such uses inadvertently, they may be required to take remedial action or release certain of proprietary source code, which could materially and adversely affect their business, financial condition, and results of operations.

In addition, a third party could, without authorization, copy or otherwise obtain and use EUDA’s products or technology, or develop similar technology in spite of the agreements and protections put in place. EUDA could also face difficulties enforcing agreement terms in the various jurisdictions that address non-competition, which might not be enforceable in certain cases.

As EUDA begins to pursue their patents, they might not be able to obtain meaningful and adequate patent protection for their technology. Moreover, if any patents are issued to them in the future, they might not provide any meaningful competitive advantages or might get successfully challenged by third parties.

EUDA may also rely on unpatented proprietary technology and their competitors may independently develop the same or similar technology or obtain access to EUDA’s own unpatented technology. While EUDA enters into confidentiality agreements with their employees, partners and other relevant parties to protect their trade secrets and other proprietary information, EUDA cannot assure that these agreements will provide meaningful protection in the event of any unauthorized use, misappropriation, or disclosure of such trade secrets, or other proprietary information. In addition, enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive, and time-consuming, and the outcome is unpredictable. If any of EUDA’s trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, EUDA would have no right to prevent them from using that technology or information to compete. Further, the theft or unauthorized use or publication of EUDA’s trade secrets and other confidential business information could reduce the differentiation of their services and harm their business, the value of their investment in development or business acquisitions could be reduced, and third parties might make claims against them related to losses of their confidential or proprietary information.

EUDA may also rely on their trademarks, service marks, trade names, and brand names to distinguish their services from the services of their competitors. While EUDA has registered or applied to register many of these trademarks, they cannot assure that their trademark applications will be approved. Third parties may also challenge their applications, or otherwise challenge use of their trademarks. In the event that EUDA’s trademarks are successfully opposed or challenged, they could be forced to rebrand their services, which could result in loss of existing brand value and require them to expend additional resources for advertising and marketing purposes. Further, EUDA cannot assure that their competitors will not infringe on their trademarks or that they will have adequate resources to enforce their own trademarks.

EUDA’s operations are dependent on their relationships with professional entities, which they may or may not own, to provide physician, healthcare, and consultation services, and their business would be adversely affected if those relationships were disrupted or discontinued.

EUDA uses contract physicians for the clinical and professional services provided to their clients and members through their platform. While EUDA expects that these relationships will continue, EUDA cannot guarantee that they will. Any material change in the relationship with their existing physicians and healthcare professionals, whether resulting from a dispute among the entities, a change in government regulation, or the loss of these affiliations, could impair EUDA’s ability to provide services to their clients and members and could have a material adverse effect on their business, financial condition and results of operations.

To mitigate the dependence on external professionals, EUDA does own some clinics and employ directly some professionals, and will continue to add more. Currently, EUDA directly employs about 10% of physicians and primary care specialists that provide digital health services on their platform and are actively seeking to hire and expand their direct employment of primary care specialists in the future.

In the event that EUDA fails to adequately expand their direct sales force, it may impede their growth and have adverse material impact on their operational and financial performance.

EUDA believes that their future growth will depend on the continued development of its direct sales force and their ability to obtain new clients and manage their existing client base. Identifying and recruiting qualified personnel and training them requires significant time, expense and attention. It can take six months or longer before a new sales representative is fully trained and starts being productive to their business. Their business may be adversely affected if their efforts to expand and train their direct sales force do not generate a corresponding increase in revenue. In particular, if they are unable to hire and develop sufficient numbers of productive direct sales personnel, or if new direct sales personnel are unable to achieve desired productivity levels in a reasonable period of time, sales of their services will suffer, and their growth will be impeded and thereby have adverse material impact on their operational and financial performance.

EUDA may seek to expand their business through acquisitions, strategic partnerships, joint ventures and other growth initiatives, and any resulting failures to these endeavors could have a material adverse effect on their business.

EUDA may seek to undertake further expansion through acquisitions, strategic partnerships, joint ventures and other growth initiatives from time to time. These types of strategic transactions could subject us to numerous risks, including:

If EUDA is unable to identify suitable acquisitions or strategic relationships and partnerships, or if they are unable to integrate their acquired businesses, technologies and products effectively, their business, financial condition and results of operations could be materially and adversely affected. For instance, the new businesses may not meet or exceed expectations during the time of assessment prior to the acquisition, or the changes in general economic factors may affect the overall benefit of these acquisitions, investments or strategic alliances.

If EUDA fails to manage their growth effectively, their expenses could increase more than expected, their revenue may not increase, and they may be unable to implement their business strategy.

EUDA has experienced significant growth in recent periods, which puts a strain on their business, operations and employees. EUDA anticipates that their operations will continue to rapidly expand. To manage their current and anticipated future growth effectively, EUDA must continue to maintain and enhance their IT infrastructure, financial and accounting systems and controls. They must also attract, train and retain a significant number of qualified sales and marketing personnel, customer support personnel, professional services personnel, software engineers, technical personnel and management personnel, and the availability of such personnel, in particular software engineers, may be constrained.

A key aspect to managing EUDA’s growth is their ability to scale their capabilities to implement their solution satisfactorily with respect to both large and demanding clients, who currently constitute the substantial majority of their overall client base, as well as smaller clients which are becoming an increasingly larger portion of their overall client base. Large clients often require specific features or functions unique to their membership base, which, at a time of significant growth or during periods of high demand, may strain EUDA’s implementation capacity and hinder their ability to successfully implement their solutions to clients in a timely manner. EUDA may also need to make further investments in their technology and automate portions of their solutions or services to decrease their costs. If they are unable to address the needs of their clients or members, or their clients or members are unsatisfied with the quality of their solution or services, they may not renew their contracts with EUDA, seek to cancel or terminate their relationship or renew on less favorable terms, any of which could cause a decrease in their annual net dollar retention rate.

Failure to effectively manage their growth could also lead EUDA to over-invest or under-invest in development and operations, result in weaknesses in infrastructure, systems or controls, give rise to operational mistakes, financial losses, loss of productivity or business opportunities and loss of employees and reduced productivity of remaining employees. EUDA’s growth is expected to require significant capital expenditures and may divert financial resources from other projects such as the development of new applications and services. If their management is unable to effectively manage their growth, their expenses may increase more than expected, their revenue may not increase or may grow more slowly than expected and they may be unable to implement their business strategy. The quality of their services may also suffer, which could negatively affect their reputation and harm their ability to attract and retain clients.

EUDA is heavily reliant on uninterrupted running of network and mobile infrastructure and their ability to maintain and scale their technology.

A key element of EUDA’s strategy is to generate a significant number of visitors to, and their use of, their apps, websites and platforms. EUDA’s reputation and ability to acquire, retain and serve their clients and members are dependent upon the reliable and uninterrupted performance of their apps and websites and the underlying network infrastructure. EUDA will require an increasing amount of network capacity as their base of consumers and the amount of information shared on their apps and websites continue to grow. EUDA spent and expects to continue to spend substantial amounts on computing, including cloud computing and the related infrastructure, to handle the traffic on their apps and websites. While EUDA believes it has adequate plans to ensure the integrity of their system, the operation of these systems is complex and could result in operational failures. In the event that the traffic of their clients and members exceeds the capacity of their current network infrastructure, or in the event that their base of clients and members or the amount of traffic on their apps and websites grows more faster than anticipated, they may be required to incur significant additional costs to enhance their underlying network infrastructure. Interruptions or delays in these systems, whether due to system failures, computer viruses, physical or electronic break-ins, undetected errors, design faults or other unexpected events or causes, could affect the security or availability of EUDA’s apps and websites and prevent consumers from accessing their apps and websites. If sustained or repeated, these performance issues could reduce the attractiveness of their offerings or lead consumers to view their platform as unreliable, and have a material adverse impact on their reputation. In addition, the costs and complexities involved in expanding and upgrading their systems may prevent them from doing so in a timely manner and may prevent them from adequately meeting the demand placed on their systems. Any internet or mobile platform interruption or inadequacy that causes performance issues, connectivity issues or interruptions in the availability of their apps or websites could reduce consumer satisfaction and result in a reduction in the number of consumers and members using their offerings.

EUDA depends on the development and maintenance of the internet and mobile infrastructure. This includes maintenance of reliable internet and mobile infrastructure with the necessary speed, data capacity and security, as well as timely development of complementary offerings, for providing reliable internet and mobile access. Their business, financial condition and results of operations could be materially and adversely affected if the reliability of their internet and mobile infrastructure is compromised.

EUDA also relies heavily on third party systems to use, store, analyze, process, handle and transmit confidential, proprietary and commercially sensitive information as well as personally identifiable information and confidential medical information entrusted by their consumers, and confidential medical information entrusted to physicians by patients. Any damage to, or failure of, EUDA’s systems or the systems of their third-party data centers or other third-party providers could result in interruptions to the availability or functionality of their apps and websites. As a result, EUDA could lose consumer data and miss opportunities to acquire and retain consumers, which could result in decreased revenue. If for any reason EUDA’s arrangements with data centers or third-party providers are terminated or interrupted, such termination or interruption could adversely affect their business, financial condition and results of operations. EUDA exercises limited control over these providers, which increases their vulnerability to problems with the services they provide. EUDA could experience additional expenses in arranging for new facilities, technology, services and support. In addition, the failure of their third-party data centers or any other third-party providers to meet their capacity requirements could result in interruption in the availability or functionality of their apps and websites.

The satisfactory and up-to-standard performance, reliability and availability of EUDA’s apps, websites, transaction processing systems and technology infrastructure are critical to building high levels of trust with customers and members and their ability to acquire and retain consumers and members, as well as to maintain adequate consumer service levels. EUDA’s revenue depends in part on the number of consumers and members that visit and use their apps and websites in fulfilling their healthcare and wellness needs. Unavailability of their apps or websites could materially and adversely affect consumer perception of their brand. Any slowdown or failure of EUDA’s apps, websites or the underlying technology infrastructure could harm their business, reputation and ability to acquire, retain and serve their members and clients.

The occurrence of a natural disaster, power loss, telecommunications failure, data loss, computer virus, an act of terrorism, cyberattack, vandalism or sabotage, act of war or any similar event, or a decision to close their third-party data centers on which they normally operate or the facilities of any other third-party provider without adequate notice or other unanticipated problems at these facilities could result in lengthy interruptions in the availability of EUDA’s apps and websites. If a natural disaster, blackout or other unforeseen event were to occur that disrupted the ability to obtain an internet connection, they may experience a slowdown or delay in their operations. While EUDA has safety measures in place to guard against such occurrences, their disaster recovery and data redundancy plans may be inadequate, and their business interruption insurance may not be sufficient to compensate for the losses that could occur. If any such event were to occur to EUDA’s business, their operations could be impaired and their business, financial condition and results of operations may be materially and adversely affected.

EUDA is heavily reliant on uninterrupted running of network and mobile infrastructure for the payment of services, and if there is any issue with the payment system or if there is any network interruption, it could adversely impact EUDA’s operational and financial performance and their reputation.

EUDA relies on third party systems to use, store, process, handle and transmit confidential and commercially sensitive information such as payment information entrusted by their clients. If EUDA experiences any disruption to obtain an internet connection for payment, they may experience a slowdown or delay in operations; this could result in a loss of revenue and trust by customers. In addition, an act of terrorism, cyberattack, vandalism or sabotage, which compromises the confidentiality of their clients’ payment information, could subject them to legal actions by clients and impede their ability to retain existing customers or attract new customers. This could result in a loss of revenue and trust by their customers, and have an adverse material effect on their business, financial position and results of operations.

However, at present EUDA only works with the top tier-1 market payment providers and is looking to add more of such payment providers as part of their back-up plans to provide uninterrupted payments services to members in case of any issues with existing payment providers.

EUDA relies on information technology to operate their business and maintain competitiveness, and must adapt to and continuously evolve and upgrade in tandem with technological developments or industry trends. Any failure to keep pace with technological developments or industry trends, could have a material adverse impact on their business.

EUDA’s ability to attract new consumers and increase revenue from their existing consumers depends in large part on their ability to enhance and improve their existing offerings, increase adoption and usage of their offerings, and introduce new features and capabilities. The markets in which they compete are relatively new and continuously transforming and subject to rapid technological advancements, evolving industry standards and regulations, as well as changing consumer needs, requirements and preferences. The success of their business will depend, in part, on their ability to adapt and respond effectively to these changes on a timely manner.

As EUDA’s operations grow, they must continuously improve and upgrade their systems and infrastructure while maintaining or improving the reliability and integrity of their infrastructure and technologies. Their future success also depends on the ability to adapt their systems and infrastructure to meet rapidly evolving consumer trends and demands while continuing to improve the performance, features and reliability of their solutions in response to services and offerings of their competitors.

EUDA is heavily reliant on information technologies and systems, in particular artificial intelligence and blockchain technology, to recommend products and services to clients as part of their business. Any malfunction in their system and technologies, such as poor or wrong recommendations, could result in a loss of trust by customers regarding the effectiveness of the platform and harm their business, reputation and ability to acquire, retain and serve their consumers.

The emergence of alternative platforms such as smartphones and tablets and the emergence of niche competitors who may be able to optimize offerings, services or strategies for such platforms will require new investment in technology and systems. New developments in other areas, such as cloud computing, have made it easier for competition to enter their markets due to lower up-front technology costs. In addition, EUDA may not be able to maintain their existing systems or replace or introduce new technologies and systems as quickly as they would like or in a cost-effective manner. EUDA may not possess the required financial, technological and personnel resources for research and development of new products or services, or the ability to utilize these resources effectively to avoid technological or market obsolescence. Furthermore, technological advances by one or more of EUDA’s competitors or future competitors could also result in their present or future applications and services becoming less competitive or obsolete. If EUDA were unable to enhance their offerings and platform capabilities to keep pace with rapid technological and regulatory change, or if new technologies allows their competitors to offer their products and services more cost efficiently, conveniently or securely, their business, financial condition and results of operations could be adversely affected.

If EUDA is not able to develop new competitive and market relevant services that are adopted by clients, or fail to innovate in providing high quality support services required by their clients, their growth prospects, revenues and operating results could be materially and adversely affected.

EUDA’s longer-term operating results and revenue growth will depend in part on their ability to successfully develop and sell new services that existing and potentially new clients want and are willing to purchase. EUDA needs to continuously invest significant resources in research and development in order to enhance their existing services and introduce new high-quality services to clients and prospective clients. If EUDA is unable to predict or adapt to changes in user preferences or industry or regulatory changes, or if they are unable to add on or modify their services on a timely basis in response to those changes, clients may not renew their agreements with EUDA, and their services may be perceived as less competitive or somewhat obsolete. If EUDA’s innovations are not responsive to the needs of their clients, are not appropriately timed with market opportunity, or are not effectively brought to market, it could have a material adverse impact on operating results. EUDA’s success also depends on successfully providing high-quality support services to resolve any issues related to their services, as they are important for the successful marketing and sale of their services and for the renewal of existing clients. If EUDA does not help their clients quickly resolve issues and provide effective ongoing support, their ability to sell additional services to existing clients would suffer and their reputation with existing or potential clients would be harmed.

EUDA marketing efforts depend significantly on EUDA ability to receive positive references from EUDA existing clients.

EUDA’s marketing efforts depend significantly on EUDA’s ability to call upon their current clients and members to provide positive references to new and potential clients. The loss or dissatisfaction of any client, especially long-term clients, could substantially harm their brand and reputation, inhibit widespread adoption of their solutions and services and impair their ability to attract new clients and members and retain existing clients and members. Any of these consequences could lower their annual net dollar retention rate and/or cause loss of future and potential revenue and thereby have a material adverse effect on their business, financial condition and results of operations.

EUDA relies on third-party vendors to perform certain services provided on their platform and failure to provide these services adequately could have an adverse effect on their business, results of operations and growth prospects.

EUDA relies in part on third-party vendors to perform certain services provided on their platform, including payment, hosting and video streaming, and delivery of certain products and services to their clients. There is no guarantee that these third-party vendors will perform their obligations to EUDA in a timely and cost-effective manner, in compliance with applicable regulations, or in a manner that is in their own and in their clients’ best interests, and thus could have an adverse effect on their reputation and ability to retain and attract clients. There is also no guarantee that these third-party vendors will be able to or continue to provide these services, goods, technology, or intellectual property rights cost efficiently in a manner consistent with EUDA’s business practices, or otherwise discontinue a service important to their continued operations. If EUDA fails to replace these services, goods, technologies, or intellectual property rights in a timely manner or cost-efficiently, their operating results and financial condition could be harmed. If EUDA’s third-party vendors do not perform EUDA’s services at a level acceptable to their clients, or if they are unable to leverage their services to a larger group of clients, it could have an adverse effect on their business, results of operations, and growth prospects.

Euda may incur significantly increased costs and devote substantial management time as a result of operating as a public company.

As a public company, EUDA will incur significant legal, accounting, listing, hiring of external consultants and advisors related and other expenses that we do not incur as a private company. For example, it will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and will be required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules and regulations subsequently implemented by the SEC and the stock exchange on which their securities will be listed, including the establishment and maintenance of effective disclosure and financial controls, changes in corporate governance practices and required filing of annual, quarterly and current reports with respect to their business and results of operations. EUDA expects that compliance with these requirements will increase their legal and financial compliance costs and will make some activities more time-consuming and costly. In addition, EUDA expects that management and other personnel will need to divert attention from operational and other business matters to devote substantial time to these public company requirements. In particular, they expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act, which will increase when they are no longer an emerging growth company. They may also need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and establish an internal audit function.

EUDA also expects that operating as a public company will make it more expensive to obtain director and officer liability insurance and may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. This could also make it more difficult for EUDA to attract and retain qualified people to serve on their board of directors, their board committees or as executive officers.

As EUDA continues to expand via opportunities for acquisitions, investments or strategic alliances as a public company, they expect that management and other personnel will need to divert attention from operational and other business matters to ensure the success of these opportunities.

EUDA’s proprietary software and platform may not operate properly or in accordance with Clients’ expectations, which could damage their reputation, give rise to legal claims against them or divert precious resources from other purposes, any of which could harm their business, financial condition and results of operations.

EUDA’s proprietary application platform provides their clients, members and Providers with the ability to, among other things:

Given the different services and solutions that EUDA provides, development and updating of the proprietary software is resource intensive and complex and may involve unforeseen difficulties. EUDA may encounter technical obstacles during the development and updating stages and may encounter additional problems even as it is in service. EUDA is currently implementing such software to several of their new applications and services. If their solution does not function reliably or fails to achieve clients’ and members’ expectations in terms of performance, clients could assert liability claims against us or attempt to cancel their contracts, which could damage their reputation and impair their ability to attract or maintain clients.

EUDA’s sales and implementation cycle can be long and unpredictable and requires considerable time and expenses, which may cause EUDA’s results of operations to fluctuate.

The sales cycle for EUDA’s solutions from initial contact with a potential lead to contract execution and implementation, varies widely from client to client. Some of EUDA’s clients undertake a significant and prolonged evaluation process to determine whether their services and solutions meet their unique healthcare needs, which frequently involves evaluation of not only EUDA’s solutions but also an evaluation of those of EUDA’s competitors, which is a process that has in the past resulted in extended sales cycles. EUDA’s sales efforts involve educating clients about the use, technical capabilities and potential benefits of their solution. Moreover, EUDA’s large enterprise clients often begin to deploy their solution on a limited basis, but nevertheless demand extensive configuration, integration services and pricing concessions, which increases EUDA’s upfront investment in the sales effort with no guarantee that these clients will deploy their solution widely enough across their organization to justify the substantial upfront investments.

It is possible that in the future EUDA may experience even longer sales cycles, more complex client needs, higher upfront sales costs and less predictability in completing some of their sales as EUDA continues to grow their direct sales force, expand into new territories and market additional applications and services. If EUDA’s sales cycle lengthens or their substantial upfront sales and implementation investments do not result in sufficient sales to justify their investments, it could have a material adverse effect on EUDA’s business, financial condition and results of operations.

EUDA may not successfully develop technology to complement its service lines.

EUDA relies heavily on the use of technology that it has created or plans to create by itself or with other third parties. If EUDA’s technology solutions do not work as planned, or do not meet or continue to meet the level of quality required by EUDA, its clients or regulators, it may cause the service to be less efficient, more expensive and potentially prone to more errors, thereby reducing the positive effects EUDA seeks to make available to its clients through the adoption of these technologies. If EUDA is unable to successfully develop and/or evolve the technology required to complement its service lines, then that may adversely materially impact their business, financial condition and results of operations.

Future sales and business to clients based in different countries or EUDA’s international operations may expose us to risks inherent in international sales that, if realized, could adversely affect their business.

EUDA is currently operating in Singapore and could further expand to more countries. EUDA may require significant resources and management attention for such international expansion, which will subject EUDA to differing regulatory, economic and political risks. EUDA’s international expansion efforts may not be successful in creating demand for EUDA’s products and services outside of Southeast Asian region, or in effectively selling their solutions in the international markets they may enter, due to their limited experience with these international operations. In addition, EUDA will face risks in doing business internationally that could adversely affect their business, including, but not limited to, the following: