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United States securities and exchange commission logo
August 26, 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 July 1, 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.
Registration Statement on Form S-1 filed July 1, 2021
Prospectus Cover Page, page 1
1. We note that a majority
of your directors and your CFO have significant ties to China.
Please disclose this
prominently on the prospectus cover page. Your disclosure also
should describe the
legal and operational risks associated with being based in or acquiring
a company that does
business in China. Your disclosure should make clear whether these
risks could result in a
material change in your or the target company s post-combination
operations and/or the
value of your common stock or could significantly limit or
completely hinder your
ability to offer or continue to offer securities to investors and
cause the value of such
securities to significantly decline or be worthless. Your disclosure
should address how
recent statements and regulatory actions by China s government, such
as those related to the
use of variable interest entities and data security or anti-monopoly
Meng Dong James Tan
FirstName LastNameMeng Dong James Tan
8i Acquisition 2 Corp.
Comapany
August 26, Name8i
2021 Acquisition 2 Corp.
August
Page 2 26, 2021 Page 2
FirstName LastName
concerns, has or may impact the company s ability to conduct its
business, accept foreign
investments, or list on an U.S. or other foreign exchange. Your
prospectus summary
should address, but not necessarily be limited to, the risks
highlighted on the prospectus
cover page
Proposed Business, page 1
2. Given that you may be seeking to acquire a company that uses or may
use a variable
interest entity structure to conduct China-based operations, please
describe what that
organizational structure would entail. Explain that the entity in
which investors may hold
their interest may not be the entity or entities through which the
company s operations
may be conducted in China after the business combination. Discuss how
this type of
corporate structure may affect investors and the value of their
investment, including how
and why the contractual arrangements may be less effective than direct
ownership and that
the company may incur substantial costs to enforce the terms of the
arrangements.
Disclose the uncertainties regarding the status of the rights of a
holding company with
respect to its contractual arrangements with a VIE, its founders and
owners and the
challenges the company may face enforcing these contractual agreements
due to
uncertainties under Chinese law and jurisdictional limits.
3. In your summary of risk factors, disclose the risks that being based
in or acquiring a
company whose corporate structure or whose operations in China poses
to investors. In
particular, describe the significant regulatory, liquidity, and
enforcement risks with cross-
references to the more detailed discussion of these risks in the
prospectus. For example,
specifically discuss risks arising from the legal system in China,
including risks and
uncertainties regarding the enforcement of laws and that rules and
regulations in China
can change quickly with little advance notice; and the risk that the
Chinese government
may intervene or influence your operations at any time, or may exert
more control over
offerings conducted overseas and/or foreign investment in China-based
issuers, which
could result in a material change in your operations and/or the value
of your common
stock. Acknowledge any risks that any actions by the Chinese
government to exert more
oversight and control over offerings that are conducted overseas
and/or foreign investment
in China-based issuers could significantly limit or completely hinder
your ability to offer
or continue to offer securities to investors and cause the value of
such securities to
significantly decline or be worthless.
4. Disclose each permission that you are required to obtain from Chinese
authorities to
operate and issue these securities to foreign investors.State
affirmatively whether you
have received all requisite permissions and whether any permissions
have been denied.
5. Provide a clear description of how cash will be transferred through
the post-combination
organization if you acquire a company based in China. Describe any
restrictions on
foreign exchange and your ability to transfer cash between entities,
across borders, and to
U.S. investors that may apply after a business combination with a
company based in
China. Describe any restrictions and limitations on your ability to
distribute earnings
Meng Dong James Tan
FirstName LastNameMeng Dong James Tan
8i Acquisition 2 Corp.
Comapany
August 26, Name8i
2021 Acquisition 2 Corp.
August
Page 3 26, 2021 Page 3
FirstName LastName
from your businesses, including subsidiaries and/or consolidated VIEs,
to the parent
company and U.S. investors as well as the ability to settle amounts
owed under the VIE
agreements.
6. Disclose that trading in your securities may be prohibited under the
Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot
inspect or fully
investigate the auditor of a company you may target for an initial
business combination,
and that as a result an exchange may determine to delist your
securities.
Risk Factors, page 20
7. To the extent that you may acquire a company that uses or may use a
variable interest
entity structure to conduct China-based operations, please revise your
risk factors to
acknowledge that if the PRC government determines that the contractual
arrangements
constituting part of your VIE structure do not comply with PRC
regulations, or if these
regulations change or are interpreted differently in the future, your
shares may decline in
value or be worthless if you are unable to assert your contractual
control rights over the
assets of your PRC subsidiaries that may conduct all or substantially
all of your
operations.
8. Please expand your risk factor disclosure to address specifically any
PRC regulations
concerning mergers and acquisitions by foreign investors that your
initial business
combination transaction may be subject to, including PRC regulatory
reviews, which may
impact your ability to complete a business combination in the
prescribed time period.
9. Given the Chinese government s significant oversight and discretion
over the conduct of
the business of any China-based company that you may target for an
initial business
combination, please revise to separately highlight the risk that the
Chinese government
may intervene or influence your operations at any time, which could
result in a material
change in your operations and/or the value of your common stock. Also,
given recent
statements by the Chinese government indicating an intent to exert
more oversight and
control over offerings that are conducted overseas and/or foreign
investment in China-
based issuers, acknowledge the risk that any such action could
significantly limit or
completely hinder your ability to offer or continue to offer
securities to investors and
cause the value of such securities to significantly decline or be
worthless.
10. In light of recent events indicating greater oversight by the
Cyberspace Administration of
China over data security, particularly for companies seeking to list
on a foreign exchange,
please revise your disclosure to explain how this oversight could
impact the process of
searching for a target and completing an initial business combination,
and/or your
business on a post-combination basis
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.
Meng Dong James Tan
8i Acquisition 2 Corp.
August 26, 2021
Page 4
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 Jay Ingram at 202-551-3397 with any
other questions.
FirstName LastNameMeng Dong James Tan Sincerely,
Comapany Name8i Acquisition 2 Corp.
Division of
Corporation Finance
August 26, 2021 Page 4 Office of
Manufacturing
FirstName LastName