EUDA Health Holdings Ltd S-1/A, filed Jun 16, 2021

EUDA Health Holdings Ltd (EUDA)

S-1/A 2021-06-16

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Added on October 16, 2026

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British Virgin Islands		6770		n/a
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[ ]	Smaller reporting company	[X]
		Emerging growth company	[X]

Title of each Class of Security being registered	Amount to be Registered		Proposed maximum offering price per share		Proposed Maximum Aggregate Offering Price⁽¹⁾		Amount of Registration Fee
Units, each consisting of one Ordinary Share, no par value, one Redeemable Warrant to acquire one-half (1/2) of one Ordinary Share, and one Right to acquire one-tenth of an Ordinary Share⁽²⁾		5,750,000	$	10.00	$	57,500,000.00	$	6,273.25
Ordinary Shares included as part of the Units⁽²⁾		5,750,000		—		—		—	⁽³⁾
Redeemable Warrants included as part of the Units⁽²⁾		5,750,000		—		—		—	⁽³⁾
Rights included as part of the Units		5,750,000		—		—		—	⁽³⁾
Ordinary Shares underlying Rights included as part of Units⁽²⁾		575,000	$	10.00	$	5,750,000.00	$	627.33

Representative’s Unit Purchase Option		1	$	100.00	$	100.00		0.01
Units underlying the Representative’s Unit Purchase Option		287,500	$	11.00	$	3,162,500	$	345.03
Ordinary Shares underlying the Representative’s Unit Purchase Option			$	—	$	—	$	—	⁽³⁾
Warrants underlying the Representative’s Unit Purchase Option		287,500	$	—	$	—	$	—	⁽³⁾
Rights underlying the Representative’s Unit Purchase		287,500	$	—	$	—	$	—	⁽³⁾
Ordinary Shares underlying the Rights included as part of the Representative’s Unit Purchase Option		28,750	$	11.00	$	316,250	$	34.50
Total					$	66,728,850.00	$	7,280.12	⁽⁴⁾

(3)	No fee pursuant to Rule 457(g).

(4)	Previously paid

	Price to Public		Underwriting Discounts⁽¹⁾			Proceeds, before Expenses, to us
Per Unit	$	10.00	$	0.55	(2)	$	9.45
Total	$	50,000,000	$	2,750,000			47,250,000

	Page
PROSPECTUS SUMMARY	1

SUMMARY FINANCIAL DATA	19

RISK FACTORS	20

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	40

USE OF PROCEEDS	44

DIVIDEND POLICY	46

DILUTION	47

CAPITALIZATION	48

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	49

PROPOSED BUSINESS	53

MANAGEMENT	70

PRINCIPAL SHAREHOLDERS	78

CERTAIN TRANSACTIONS	80

DESCRIPTION OF SECURITIES	82

SHARES ELIGIBLE FOR FUTURE SALE	98

TAXATION	99

UNDERWRITING	109

LEGAL MATTERS	115

EXPERTS	115

WHERE YOU CAN FIND ADDITIONAL INFORMATION	115

INDEX TO FINANCIAL STATEMENTS	F-1

Securities offered		5,000,000 units, at $10.00 per unit, each unit consisting of one ordinary share, one redeemable warrant, and one right. Two redeemable warrants entitle the holder thereof to purchase one ordinary share at a price of $11.50 per full share. Because the warrants may only be exercised for whole numbers of shares, only an even number of warrants may be exercised at any given time. Every ten rights entitle the holder to receive one ordinary share upon consummation of our initial business combination.

Listing of our securities and proposed symbols		We anticipate the units, and the ordinary shares, warrants and rights, once they begin separate trading, will be listed on Nasdaq under the symbols “LAXXU,” “LAX,” “LAXXW,” and “LAXXR,” respectively.

		Each of the ordinary shares, warrants and rights may trade separately on the 52^nd day after the date of this prospectus unless Maxim Group LLC determines that an earlier date is acceptable (based upon, among other things, its assessment of the relative strengths of the securities markets and small capitalization and blank check companies in general, and the trading pattern of, and demand for, our securities in particular). In no event will Maxim Group LLC allow separate trading of the ordinary shares, warrants and rights until we file an audited balance sheet reflecting our receipt of the gross proceeds of this offering.

		Once the ordinary shares, warrants and rights commence separate trading, holders will have the option to continue to hold units or separate their units into the component pieces. Holders will need to have their brokers contact our transfer agent in order to separate the units into separately trading ordinary shares, warrants and rights.

		We will file a Current Report on Form 8-K with the SEC, including an audited balance sheet, promptly upon the consummation of this offering, which is anticipated to take place three business days from the date the units commence trading. The audited balance sheet will reflect our receipt of the proceeds from the exercise of the over-allotment option if the over-allotment option is exercised on the date of this prospectus. If the over-allotment option is exercised after the date of this prospectus, we will file an amendment to the Form 8-K or a new Form 8-K to provide updated financial information to reflect the exercise of the over-allotment option. We will also include in the Form 8-K, or amendment thereto, or in a subsequent Form 8-K, information indicating if Maxim Group LLC has allowed separate trading of the ordinary shares, warrants and rights prior to the 52^ndday after the date of this prospectus.

Ordinary shares:

Number issued and outstanding before this offering and the private placement		1,437,500 shares(1)

Number to be issued and outstanding after this offering and sale of private units		6,469,750 shares(2)

Redeemable Warrants:

Number issued and outstanding before this offering and the private placement		0 warrants

Number to be issued and outstanding after this offering and sale of private units		5,219, 750 warrants(3)

Exercisability		Two redeemable warrants entitle the holder thereof to purchase one- ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares. This means that only an even number of warrants may be exercised at any given time by a warrant holder.

Exercise period	The warrants will become exercisable on the later of the completion of an initial business combination and 12 months from the date of this prospectus. The warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of the closing date of the initial business combination, or earlier upon redemption.

Redemption	We may redeem the outstanding warrants (excluding the private warrants and warrants underlying the units that may be issued upon conversion of working capital loans but including any outstanding warrants issued upon exercise of the unit purchase option issued to Maxim Group LLC), in whole and not in part, at a price of $0.01 per warrant:

	●	at any time while the warrants are exercisable,

	●	upon a minimum of 30 days’ prior written notice of redemption,

	●	if, and only if, the last sales price of our ordinary shares equals or exceeds $16.50 per share for any 20 trading days within a 30 trading day period ending three business days before we send the notice of redemption, and

	●	if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

	If the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the ordinary shares may fall below the $16.50 trigger price as well as the $11.50 warrant exercise price per full share after the redemption notice is issued and not limit our ability to complete the redemption.

	The redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants.

	If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether we will exercise our option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors including the price of our ordinary shares at the time the warrants are called for redemption, our cash needs at such time and concerns regarding dilutive share issuances.

Rights:

Number issued and outstanding before this offering and the private placement		0 rights

Number to be issued and outstanding after this offering and sale of private units		5,219,750 rights⁽⁴⁾

Terms of Rights		Except in cases where we are not the surviving company in a business combination, each holder of a right will automatically receive one-tenth (1/10) of an ordinary share upon consummation of our initial business combination. In the event we will not be the surviving company upon completion of our initial business combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of a share underlying each right upon consummation of the business combination. We will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the British Virgin Islands’ Companies Law. As a result, you must hold rights in multiples of 10 in order to receive shares for all of your rights upon closing of a business combination. If we are unable to complete an initial business combination within the required time period and we redeem the public shares for the funds held in the trust account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.

Offering proceeds to be held in trust		$47,802,500 of the net proceeds of this offering (or $55,152,500 if the over-allotment option is exercised in full), plus $2,197,500 we will receive from the sale of the private units (or $2,347,500 if the over-allotment option is exercised in full), for an aggregate of $50,000,000 (or an aggregate of $57,500,000 if the over-allotment option is exercised in full), or $10.00 per unit sold to the public in this offering (regardless of whether or not the over-allotment option is exercised in full or part) will be placed in a trust account at J.P. Morgan Chase Bank, N.A. in the United States, maintained by American Stock Transfer & Trust Company, LLC, acting as trustee pursuant to an agreement to be signed on the date of this prospectus. Such amount includes $1,750,000, or up to $0.35 per unit (or $2,012,500 if the underwriters’ over-allotment option is exercised in full), payable to the underwriters as deferred underwriting discounts . Pursuant to the investment management trust agreement that will govern the investment of such funds, the trustee, upon our written instructions, will direct J.P. Morgan Chase Bank, N.A. to invest the funds as set forth in such written instructions and to custody the funds while invested and until otherwise instructed in accordance with the investment management trust agreement. The remaining $500,000 of net proceeds of this offering will not be held in the trust account.

		Except as set forth below, the proceeds held in the trust account will not be released until the earlier of: (1) the completion of our initial business combination within the required time period, and (2) our redemption of 100% of the outstanding public shares if we have not completed a business combination in the required time period. Therefore, unless and until our initial business combination is consummated, the proceeds held in the trust account will not be available for our use for any expenses related to this offering or expenses which we may incur related to the investigation and selection of a target business and the negotiation of an agreement in connection with our initial business combination.

Limited payments to insiders	Prior to the consummation of a business combination, there will be no fees, reimbursements or other cash payments paid to our initial shareholders, officers, directors or their affiliates prior to, or for any services they render in order to effectuate, the consummation of a business combination (regardless of the type of transaction that it is) other than:

	●	payment of $10,000 per month to our sponsor, for office space and related services;

	●	repayment at the closing of this offering of loans which may be made by our sponsor insiders, officers, directors or any of its or their affiliates to finance transaction costs in connection with an initial business combination, the terms of which have not been determined; and

	●	reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations.

	There is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination. Our audit committee will review and approve all reimbursements and payments made to any initial shareholder or member of our management team, or their respective affiliates, and any reimbursements and payments made to members of our audit committee will be reviewed and approved by our Board of Directors, with any interested director abstaining from such review and approval.

Shareholder approval of, or tender offer in connection with, initial business combination		In connection with any proposed initial business combination, we will either (1) seek shareholder approval of such initial business combination at a meeting called for such purpose at which public shareholders may seek to convert their public shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable) or (2) provide our public shareholders with the opportunity to sell their public shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein. Notwithstanding the foregoing, our initial shareholders have agreed, pursuant to written letter agreements with us, not to convert any public shares held by them into their pro rata share of the aggregate amount then on deposit in the trust account. If we determine to engage in a tender offer, such tender offer will be structured so that each public shareholder may tender any or all of his, her or its public shares rather than some pro rata portion of his, her or its shares. If enough shareholders tender their shares so that we are unable to satisfy any applicable closing condition set forth in the definitive agreement related to our initial business combination, or we are unable to maintain net tangible assets of at least $5,000,001, we will not consummate such initial business combination. The decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us based on a variety of factors such as the timing of the transaction, or whether the terms of the transaction would otherwise require us to seek shareholder approval. If we so choose and we are legally permitted to do so, we will have the flexibility to avoid a shareholder vote and allow our shareholders to sell their shares pursuant to Rule 13e-4 and Regulation 14E of the Securities Exchange Act of 1934, as amended, or Exchange Act, which regulate issuer tender offers. In that case, we will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules. We will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and, solely if we seek shareholder approval, a majority of the issued and outstanding ordinary shares voted are voted in favor of the business combination.

		We have determined not to consummate any business combination unless we have net tangible assets of at least $5,000,001 upon such consummation in order to avoid being subject to Rule 419 promulgated under the Securities Act. The $5,000,001 net tangible asset value would be determined once a target business is located and we can assess all of the assets and liabilities of the combined company.

		However, if we seek to consummate a business combination with a target business that imposes any type of working capital closing condition or requires us to have a minimum amount of funds available from the trust account upon consummation of such business combination, the net tangible asset requirement may limit our ability to consummate such a business combination and may force us to seek third party financing which may not be available on terms acceptable to us or at all. As a result, we may not be able to consummate such business combination and we may not be able to locate another suitable target within the applicable time period, if at all.

		Our initial shareholders, officers and directors, have agreed (i) to vote their insider shares, private shares and any public shares purchased in or after this offering in favor of any proposed business combination and (ii) not to convert any shares (including the insider shares) in connection with a shareholder vote to approve, or sell their shares to us in any tender offer in connection with, a proposed initial business combination. As a result, if we sought shareholder approval of a proposed transaction we could need as little as 147,689 of our public shares (or approximately 3% of our public shares) to be voted in favor of the transaction in order to have such transaction approved (assuming the over-allotment option is not exercised, the initial shareholders do not purchase any units in this offering or units or shares in the after-market and only a majority of the shares present in person and by proxy entitled to vote at the meeting is required to approve the transaction). None of our officers, directors, initial shareholders or their affiliates has indicated any intention to purchase units in this offering or any units or ordinary shares in the open market or in private transactions (other than the private units). However, if a significant number of shareholders vote, or indicate an intention to vote, against a proposed business combination, our officers, directors, initial shareholders or their affiliates could make such purchases in the open market or in private transactions in order to influence the vote. There is no limit on the amount of shares that may be purchased by the insiders. Any purchases would be made in compliance with federal securities laws, including the fact that all material information will be made public prior to such purchase, and no purchases would be made if such purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act, which are rules designed to stop potential manipulation of a company’s stock.

Conversion rights		In connection with any shareholder meeting called to approve a proposed initial business combination, each public shareholder will have the right, regardless of whether he, she or it is voting for or against such proposed business combination, to demand that we convert his, her or its public shares into a pro rata share of the trust account upon consummation of the business combination.

		Whether we elect to effectuate our initial business combination via shareholder vote or tender offer, we may require public shareholders wishing to exercise conversion rights, whether they are a record holder or hold their shares in “street name,” to either tender the certificates they are seeking to convert to our transfer agent or to deliver the shares they are seeking to convert to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit / Withdrawal At Custodian) System, at the holder’s option, at any time at or prior to the vote on the business combination. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the converting holder. The foregoing is different from the procedures used by traditional blank check companies. In order to perfect conversion rights in connection with their business combinations, many traditional blank check companies would distribute proxy materials for the shareholders’ vote on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise its conversion rights. After the business combination was approved, the company would contact such shareholder to arrange for it to deliver its certificate to verify ownership. As a result, the shareholder then had an “option window” after the consummation of the business combination during which it could monitor the price of the company’s stock in the market. If the price rose above the conversion price, it could sell its shares in the open market before actually delivering his shares to the company for cancellation. As a result, the conversion rights, to which shareholders were aware they needed to commit before the shareholder meeting, would become an “option” right surviving past the consummation of the business combination until the converting holder delivered its certificate. The requirement for physical or electronic delivery prior to the closing of the shareholder meeting ensures that a holder’s election to convert is irrevocable once the business combination is completed.

		Pursuant to our amended and restated memorandum and articles of association, we are required to give a minimum of only seven days’ notice for each general meeting. As a result, if we require public shareholders who wish to convert their ordinary shares into the right to receive a pro rata portion of the funds in the trust account to comply with the foregoing delivery requirements, holders may not have sufficient time to receive the notice and deliver their shares for conversion. Accordingly, investors may not be able to exercise their conversion rights and may be forced to retain our securities when they otherwise would not want to.

		If we require public shareholders who wish to convert their ordinary shares to comply with specific delivery requirements for conversion described above and such proposed business combination is not consummated, we will promptly return such certificates to the tendering public shareholders.

		Please see the risk factors titled “In connection with any shareholder meeting called to approve a proposed initial business combination, we may require shareholders who wish to convert their shares in connection with a proposed business combination to comply with specific requirements for conversion that may make it more difficult for them to exercise their conversion rights prior to the deadline for exercising their rights” and “If we require public shareholders who wish to convert their ordinary shares to comply with the delivery requirements for conversion, such converting shareholders may be unable to sell their securities when they wish to in the event that the proposed business combination is not approved.”

		Once the shares are converted by the holder, and effectively redeemed by us under the British Virgin Islands’ Companies Law, the transfer agent will then update our Register of Members to reflect all conversions.

Automatic liquidation if no business combination		As described above, if we fail to consummate a business combination within 18 months (or up to 27 months, if we extend the time to complete a business combination as described in this prospectus) from the consummation of this offering, it will trigger our automatic winding up, liquidation and subsequent dissolution pursuant to the terms of our amended and restated memorandum and articles of association. As a result, this has the same effect as if we had formally gone through a voluntary liquidation procedure under the Companies Law. Accordingly, no vote would be required from our shareholders to commence such a voluntary winding up, liquidation and subsequent dissolution. However, if we anticipate that we may not be able to consummate our initial business combination within 18 months, we may, but are not obligated to, extend the period of time to consummate a business combination three times by an additional three months each time (for a total of up to 27 months to complete a business combination). Pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement to be entered into between us and American Stock Transfer & Trust Company, LLC on the date of this prospectus, in order to extend the time available for us to consummate our initial business combination, our insiders or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account for each three months extension $500,000, or $575,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per share in either case), on or prior to the date of the applicable deadline. The insiders will receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that we are unable to close a business combination unless there are funds available outside the trust account to do so. Such notes would either be paid upon consummation of our initial business combination, or, at the lender’s discretion, converted upon consummation of our business combination into additional private units at a price of $10.00 per unit. Our shareholders have approved the issuance of the private units upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation of our initial business combination. In the event that we receive notice from our insiders five days prior to the applicable deadline of their intent to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the applicable deadline.

		The amount in the trust account (including the deferred underwriting compensation) will be available for distribution under the Companies Law provided that immediately following the date on which the proposed distribution is to be made, we are able to pay our debts as they fall due in the ordinary course of business, and the value of the Company’s assets exceed its liabilities. If we are forced to liquidate, we anticipate that we would distribute to our public shareholders the amount in the trust account calculated as of the date that is two days prior to the distribution date (including any accrued interest).

		Prior to such distribution, we would be required to assess all claims that may be potentially brought against us by our creditors for amounts they are actually owed and make provision for such amounts, as creditors take priority over our public shareholders with respect to amounts that are owed to them. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our shareholders could potentially be liable for any claims of creditors to the extent of distributions received by them as voidable transaction in the event we enter an insolvent liquidation. Furthermore, while we will seek to have all vendors and service providers (which would include any third parties we engaged to assist us in any way in connection with our search for a target business) and prospective target businesses execute agreements with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they will execute such agreements. Nor is there any guarantee that, even if such entities execute such agreements with us, they will not seek recourse against the trust account or that a court would conclude that such agreements are legally enforceable.

		The holders of the insider shares and private units will not participate in any liquidation distribution with respect to such securities.

		8i Holdings 2 Pte Ltd., our sponsor, which is owned by Mr. Tan, the Company’s Chief Executive Officer and Chairman, has contractually agreed pursuant to a written agreement with us that, if we liquidate the trust account prior to the consummation of a business combination, it will be liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us. Accordingly, if a claim brought by a target business or vendor did not exceed the amount of funds available to us outside of the trust account, our sponsor would not have any obligation to indemnify such claims as they would be paid from such available funds. However, if a claim exceeded such amounts, the only exceptions to our sponsor’s obligations to pay such claim would be if the party executed an agreement waiving any right, title, interest or claim of any kind it has in or to any monies held in the trust account. We cannot assure you that our sponsor will be able to satisfy these obligations if it is required to do so. Therefore, we cannot assure you that the per-share distribution from the trust account, if we liquidate the trust account because we have not completed a business combination within the required time period, and assuming that we do not extend out life beyond 18 months prior to a business combination, will not be less than $10.00.

		We will pay the costs of liquidating the trust account from our remaining assets outside of the trust account. If such funds are insufficient, our sponsor has contractually agreed to advance us the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $15,000) and has contractually agreed not to seek repayment for such expenses.

		The underwriters have agreed to waive their rights to the deferred underwriting discounts held in the trust account in the event we do not consummate a business combination within 18 months from the closing of this offering (or up to 27 months, as applicable) and in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares.

Indemnity		Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

	●	newly formed company without an operating history;
	●	delay in receiving distributions from the trust account;
	●	lack of opportunity to vote on our proposed business combination;
	●	lack of protections afforded to investors of blank check companies;
	●	deviation from acquisition criteria;
	●	issuance of equity and/or debt securities to complete a business combination;
	●	lack of working capital;
	●	third-party claims reducing the per-share redemption price;
	●	negative interest rate for securities in which we invest the funds held in the trust account;
	●	our shareholders being held liable for claims by third parties against us;
	●	failure to enforce our sponsors’ indemnification obligations;
	●	warrant holders limited to exercising warrants only on a “cashless basis;”
	●	the ability of warrant holders to obtain a favorable judicial forum for disputes with our company;
	●	dependence on key personnel;
	●	conflicts of interest of our sponsors, officers and directors;
	●	the delisting of our securities by the Nasdaq;
	●	dependence on a single target business with a limited number of products or services;
	●	shares being redeemed and warrants becoming worthless;
	●	ability to obtain additional financing;
	●	our initial shareholders controlling a substantial interest in us;
	●	warrants adverse effect on the market price of our common stock;
	●	events which may result in the per-share amount held in our trust account dropping below $10.00 per public share;
	●	disadvantageous timing for redeeming warrants;
	●	registration rights’ adverse effect on the market price of our common stock;
	●	impact of COVID-19 and related risks;
	●	business combination with a company located in a foreign jurisdiction;
	●	changes in laws or regulations; tax consequences to business combinations;
	●	and those specifically related to companies in the technology industry.

	April 30, 2021						February 5, 2021
	Actual			As Adjusted ⁽¹⁾			Actual
Balance Sheet Data:
Working capital (deficit)	$	(113,919	)	$	48,767,251		$	(83,310	)
Total assets	$	131,070		$	50,517,251		$	105,000
Total liabilities	$	113,919		$	1,750,000	⁽²⁾	$	83,310
Value of ordinary shares subject to possible conversion/tender	$	-		$	43,767,250		$	-
Shareholders’ equity (deficit)	$	17,151		$	5,000,001		$	21,690

	●	our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding.

	●	our inability to pay dividends on our ordinary shares;

	●	using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

	●	limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

	●	increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

	●	limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

	Without Over- Allotment Option			Over-Allotment Option Exercised
Gross proceeds
From offering	$	50,000,000		$	57,500,000
From private placement		2,197, 500			2,347,500
Total gross proceeds	$	52,197,500		$	59,847,500

Offering expenses⁽¹⁾
Non-contingent underwriting discount (2.0% of gross proceeds from offering, which excludes the deferred underwriting discounts of up to 3.5% of gross proceeds from offering)	$	1,000,000 ⁽²⁾		$	1,150,000 ⁽²⁾
Initial Trustee’s fee		6,500			6,500
Legal fees and expenses		225,000			225,000
Nasdaq listing fee		75,000			75,000
Printing and engraving expenses		30,000			30,000
Accounting fees and expenses		40,000			40,000
Underwriter’s expenses		100,000			100,000
FINRA filing fee		10,000			10,000
SEC registration fee		7,280			7,280
Miscellaneous expenses (including Directors’ and Officers’ insurance)		203,720			203,720
Total offering expenses (not including deferred underwriting discounts )	$	697,500		$	697,500

Net proceeds of the offering and private placement
Held in trust	$	50,000,000	⁽³⁾	$	57,500,000	⁽³⁾
Not held in trust		500,000			500,000
Total net proceeds (including deferred underwriting discounts )	$	50,500,000		$	58,000,000

Use of net proceeds not held in trust⁽⁴⁾⁽⁵⁾
Legal, accounting and other third party expenses attendant to the search for target businesses and to the due diligence investigation, structuring and negotiation of a business combination	$	100,000			20.0	%
Due diligence of prospective target businesses by officers, directors and initial shareholders		30,000			6.0	%
Legal and accounting fees relating to SEC reporting obligations		70,000			14.0	%
Payment of administrative fee to 8i Holdings 2 Pte Ltd, our sponsor, which is owned by Mr. Meng Dong (James) Tan, the Company’s Chief Executive Officer and Chairman ($10,000 per month for up to 27 months), subject to deferral as described herein		270,000			54.00	%

Working capital to cover miscellaneous expenses, general corporate purposes, liquidation obligations and reserves		30,000			6.0	%
Total	$	500,000			100.0	%

(3)	The funds held in the trust account may, but need not, be used to pay our expenses relating to completing our initial business combination, including deferred underwriting discounts payable to Maxim Group LLC in an amount of up to 3.5% of the total gross proceeds raised in the offering described below.

(4)	The amount of proceeds not held in trust will remain constant at $500,000 even if the over-allotment is exercised.

	Without Over-allotment			With Over- allotment
Public offering price		9.09		$	9.09
Net tangible book value before this offering	$	(0.08	)		(0.08	)
Increase attributable to new investors and private sales		1.99			1.79
Pro forma net tangible book value after this offering		1.91			1.71
Dilution to new investors		7.18			7.38
Percentage of dilution to new investors		78.99	%		81.19	%

	Shares Purchased					Total Consideration					Average Price
	Number		Percentage			Amount		Percentage			Per Share
Initial shareholders⁽¹⁾		1,250,000		17.88	%	$	25,000		0.05	%	$	0.02
Shares underlying private units⁽²⁾		241,725		3.46	%	$	2,197,500		4.21	%		9.09
New investors⁽³⁾		5,500,000		78.66	%	$	50,000,000		95.74	%	$	9.09
		6,991,725		100	%	$	52,222,500		100	%	$

	Without Over-allotment			With Over-allotment
Numerator:
Net tangible book value before this offering	$	(113,919	)	$	(113,919	)
Net proceeds from this offering and private placement of private units		50,500,000			58,000,000
Proceeds from sale of UPO		100			100
Plus: Offering costs and paid in advance, excluded from tangible book value before this offering		131,070			131,070
Less: Deferred underwriting discounts⁽¹⁾		(1,750,000	)		(2,012,500	)
Less: Proceeds held in trust subject to conversion/tender		(43,767,250	)		(51,004,750	)
	$	5,000,001		$	5,000,001
Denominator:
Ordinary shares issued and outstanding prior to this offering		1,250,000			1,437,500
Ordinary shares to be issued in this offering		5,000,000			5,750,000
Ordinary shares underlying the rights to be included in the public units		500,000			575,000
Ordinary shares included in the private units		219,750			234,750
Ordinary shares underlying the rights to be included in the private units		21,975			23,475
Less: Shares subject to possible conversion		(4,376,725	)		(5,100,475	)
		2,615,000			2,920,250

	As of April 30, 2021
	Actual			As Adjusted⁽¹⁾
Due to related party⁽²⁾		86,215
Deferred underwriting discounts and commission payable		-			1,750,000
Ordinary shares, no par value, and 4,376,725 shares are subject to possible conversion/tender		-			43,767,250	⁽⁴⁾
Ordinary shares, no par value, unlimited February 5, 2021; 2,092,606 shares issued and outstanding⁽³⁾(excluding 4,376,725 shares subject to conversion/tender), as adjusted		-			-
Additional paid in capital		25,000			5,003,660
Accumulated deficit		(7,849	)		(7,849	)
Current Ordinary Shares		-			-
Total shareholders’ (deficit) / equity		17,151			5,000,001
Total capitalization	$	103,366			50,517,251	⁽⁵⁾

	●	will likely cause a change in control if a substantial number of our ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and most likely will also result in the resignation or removal of our present officers and directors;

	●	may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and

	●	our inability to obtain additional financing, if necessary, if the debt security contains covenants restricting our ability to obtain additional financing while such security is outstanding;

	●	our inability to pay dividends on our ordinary shares;

	●	using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

	Terms of the Offering	Terms Under a Rule 419 Offering
Escrow of offering proceeds	$50,000,000 (or $57,500,000 if the underwriters’ over-allotment option is exercised in full) of the net offering proceeds and proceeds from the sale of the private units will be deposited into a trust account in the United States, maintained by American Stock Transfer & Trust Company, LLC, acting as trustee.	$41,850,000 of the offering proceeds would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account.

Investment of net proceeds	The $50,000,000 (or $57,500,000 if the underwriters’ over-allotment option is exercised in full) of the net offering proceeds and proceeds from the sale of the private units held in trust will only be invested in United States government treasury bills, bonds or notes with a maturity of 180 days or less or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 and that invest solely in United States government treasuries.	Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act of 1940 or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.

Limitation on fair value or net assets of target business	The initial target business that we acquire must have a fair market value equal to at least 80% of the balance in our trust account (excluding any deferred underwriting discounts and taxes payable on the income earned on the trust account) at the time of the execution of a definitive agreement for our initial business combination. We will not be required to comply with the 80% fair market value requirement if we are delisted from Nasdaq.	We would be restricted from acquiring a target business unless the fair value of such business or net assets to be acquired represent at least 80% of the maximum offering proceeds.

	Terms of the Offering	Terms Under a Rule 419 Offering
Trading of securities issued	The units may commence trading on or promptly after the date of this prospectus. The ordinary shares, warrants and rights comprising the units will begin to trade separately on the 52nd day after the date of this prospectus unless Maxim Group LLC informs us of its decision to allow earlier separate trading (based upon its assessment of the relative strengths of the securities markets and small capitalization and blank check companies in general, and the trading pattern of, and demand for, our securities in particular), provided we have filed with the SEC a Current Report on Form 8-K, which includes an audited balance sheet reflecting our receipt of the proceeds of this offering.	No trading of the units or the underlying securities would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account.

Exercise of the warrants	The warrants cannot be exercised until the completion of a business combination and, accordingly, will be exercised only after the trust account has been terminated and distributed.	The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account.

Election to remain an investor	We will either (1) give our shareholders the opportunity to vote on the business combination or (2) provide our public shareholders with the opportunity to sell their public shares to us in a tender offer for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account less taxes. If we hold a meeting to approve a proposed business combination, we will send each shareholder a proxy statement containing information required by the SEC. Under our amended and restated memorandum and articles of association, we must provide at least 7 days advance notice of any meeting of shareholders. Accordingly, this is the minimum amount of time we would need to provide holders to determine whether to exercise their rights to convert their shares into cash at such a meeting or to remain an investor in our company. Alternatively, if we do not hold a meeting and instead conduct a tender offer, we will conduct such tender offer in accordance with the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as we would have included in a proxy statement. The tender offer rules require us to hold the tender offer open for at least 20 business days. Accordingly, this is the minimum amount of time we would need to provide holders to determine whether they want to sell their shares to us in the tender offer or remain an investor in our company.	A prospectus containing information required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company, in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of the post-effective amendment, to decide whether he or she elects to remain a shareholder of the company or require the return of his or her investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account would automatically be returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all of the deposited funds in the escrow account must be returned to all investors and none of the securities will be issued.

	Terms of the Offering	Terms Under a Rule 419 Offering
Business combination deadline	Pursuant to our amended and restated memorandum and articles of association, if we do not complete an initial business combination within 18 months from the consummation of this offering (or up to 27 months as described elsewhere herein), it will trigger our automatic winding up, liquidation and subsequent dissolution.	If an acquisition has not been consummated within 18 months after the effective date of the initial registration statement, funds held in the trust or escrow account would be returned to investors.

Interest earned on the funds in the trust account	There can be released to us, from time to time any interest earned on the funds in the trust account that we may need to pay our 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 our entry into liquidation upon failure to effect a business combination within the allotted time.	All interest earned on the funds in the trust account will be held in trust for the benefit of public shareholders until the earlier of the completion of a business combination and our liquidation upon failure to effect a business combination within the allotted time.

Release of funds	Except for interest earned on the funds held in the trust account that may be released to us to pay our tax obligations, the proceeds held in the trust account will not be released until the earlier of the completion of a business combination (in which case, the proceeds released to us will be net of the funds used to pay converting or tendering shareholders, as the trustee will directly send the appropriate portion of the amount held in trust to the converting or tendering shareholders at the time of the business combination) and the liquidation of our trust account upon failure to effect a business combination within the allotted time.	The proceeds held in the escrow account would not be released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time.

Name	Age	Position
Meng Dong (James) Tan	59	Chief Executive Officer, and Chairman
Guan Hong (William) Yap	57	Chief Financial Officer and Director
Kwong Yeow Liew	66	Independent Director Nominee
Ajay Rajpal	51	Independent Director Nominee
Alexander Arrow	50	Independent Director Nominee

Name of Individual	Name of Affiliated Company	Affiliation
Meng Dong (James) Tan	8i Holdings2 Limited	Director and shareholder
	Bright Growth Capital Ltd.	Director
	Good Eastern Investment Holdings Ltd.	Director and shareholder
	8i Capital Limited	Director and shareholder
	8i Enterprises Pte. Ltd.	Director and shareholder
Guan Hong (William) Yap	Lushwell Pte Ltd.	Director and shareholder
	Nonstop Pte Ltd.	Shareholder
	Elve Ceramcrete Pte Ltd.	Director and shareholder
Ajay Rajpal	NAS Corporate Services Ltd .	Director and shareholder
	Brookmans Park Roads Ltd.	Director and shareholder
	Phimedix Plc.	Director
	MEC Asian Fund	Director
	Grand Vision Media Holdings Plc	Director
	Stormont School	Director
	Cyber Lion Limited	Director
	Dozens Savings Plc.	Director and shareholder
Alexander Arrow	Carlsmed, Inc.	Employee and shareholder
Alexander Arrow	Protagenic Therapeutics, Inc. Zelegent, Inc. Paragonix Technologies, Inc.	Employee and shareholder Director and shareholder Director and shareholder
Kwong Yeow Liew	Joy Housekeepers Pte Ltd.	Director and shareholder

	Prior to Offering					After Offering⁽²⁾
Name and Address of Beneficial Owner⁽¹⁾	Amount and Nature of Beneficial Ownership		Approximate Percentage of Outstanding Ordinary Shares			Amount and Nature of Beneficial Ownership		Approximate Percentage of Outstanding Ordinary Shares
8i Holdings 2 Pte Ltd ⁽³⁾		1,437,500		100	%		1,235,000		19.1	%
Meng Dong (James) Tan⁾⁽³⁾		1,437,500		100	%		1,457,750		22.5	%
Guan Hong (William) Yap		0		N/A			3,000		*
Ajay Rajpal		0		N/A			3,000		*
Alexander Arrow		0		N/A			3,000		*
Kwong Yeow Liew		0		N/A			3,000		*	%
All directors and executive officers (five individuals) as a group		1,437,500		100	%		1,469,750		22.7	%
										%

British Virgin Islands			Delaware

Shareholder Meetings

●	Held at a time and place as designated in the articles of association. Our articles of association provide that our board may designate such time and place.		●	Held at such time or place as designated in the certificate of incorporation or the by-laws, or if not so designated, as determined by the board of directors

●	May be held within or without the British Virgin Islands		●	May be held within or without Delaware

●	Notice:		●	Notice:

	o	Whenever shareholders are required to take action at a meeting, written notice shall state the place, date and hour of the meeting and indicate that it is being issued by or at the direction of the person calling the meeting.		o	Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, and the means of remote communication, if any.

	o	A copy of the notice of any meeting shall be given personally or sent by mail or electronic form as designated in the Articles of Association.		o	Written notice shall be given not less than 10 nor more than 60 days before the meeting.

	o	Notice of not less than 7 days’ before the meeting