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United States securities and exchange commission logo
June 24, 2021
Meng Dong James Tan
Chief Executive Officer
8i Acquisition 2 Corp.
c/o 6 Eu Tong Sen Street
#08-13 Singapore 059817
Re: 8i Acquisition 2
Corp.
Amendment No. 1 to
Registration Statement on Form S-1
Filed June 16, 2021
File No. 333-256455
Dear Mr. Tan:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Form S-1 filed June 16, 2021
Directors, Director Nominees and Executive Officers, page 70
1. We note your response
to our prior comment 1. It remains unclear when your directors
will be appointed. If
true, please clarify that your director nominees will be appointed
after your registration
statement is declared effective.
Financial Statements, page F-1
2. We note that you
account for the public and private warrants as equity. Please provide us
with your analysis
under ASC 815-40 to support your accounting treatment for the
warrants. As part of
your analysis, please address whether there are any terms or
provisions in the
warrant agreement that provide for potential changes to the settlement
amounts that are
dependent upon the characteristics of the holder of the warrant, and if so,
Meng Dong James Tan
8i Acquisition 2 Corp.
June 24, 2021
Page 2
how you analyzed those provisions in accordance with the guidance in
ASC 815-40.
General
3. Since you have selected July 31 as your fiscal year-end, please revise
the date you are
required to comply with the internal control requirements of the
Sarbanes-Oxley Act as
disclosed on pages 52 and 66.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Dale Welcome at 202-551-3865 or John Cash at
202-551-3768 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jay Mumford at 202-551-3637 or Sherry Haywood at 202-551-3345 with any
other
questions.
FirstName LastNameMeng Dong James Tan Sincerely,
Comapany Name8i Acquisition 2 Corp.
Division of
Corporation Finance
June 24, 2021 Page 2 Office of
Manufacturing
FirstName LastName