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United States securities and exchange commission logo
August 8, 2022
Meng Dong (James) Tan
Chief Executive Officer
8i Acquisition 2 Corp.
Eu Tong Sen Street
#08-13 Singapore 059817
Re: 8i Acquisition 2
Corp.
Amendment No. 1 to
Preliminary Proxy Statement on Schedule 14A
Submitted July 25,
2022
CIK No. 0001847846
Dear Mr. Tan:
We have reviewed your filing 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Amendment No.1 to Preliminary Proxy Statement on Schedule 14A
The Initial Shareholders who own Ordinary Shares and Private Units will
not participate in
liquidation distributions . . ., page 56
1. We note your response
to our prior comment 2. Please include the substance of your
response in the filing
itself, where appropriate.
Background of the Business Combination, page 83
2. We note your revisions
in response to our prior comment 6. Please disclose the
participants in the
"preliminary discussion[s]" you had regarding Target A and Target B
before entering into
non-disclosure agreements. We also note Mr. Yap's discussions with
"certain potential
investors and investment bankers in the bio-tech sector in December
2021" in relation to
targets A and B. Please identify the participants, the circumstances
surrounding these
discussions, and the specific dates of these discussion.
Meng Dong (James) Tan
FirstName LastNameMeng Dong (James) Tan
8i Acquisition 2 Corp.
Comapany
August Name8i Acquisition 2 Corp.
8, 2022
August
Page 2 8, 2022 Page 2
FirstName LastName
3. We note your revision in response to our prior comment 7 and reissue.
Please disclose any
discussions with EUDA about the potential loss of clients in the near
future or other
events that may materially affect the target s prospects or its
financial projections for
future performance of the business. We note that the Board considered
it as a factor that
might adversely affect EUDA's business and financial projections.
Please describe how
the board contemplated this and the other potentially adverse factors
when deciding to
approve the transaction.
4. We note your revisions in response to our prior comment 9. We note
that Mr. Tan
proposed a purchase price of $550 million on January 20, 2022, but
that the preliminary
analyses separately conducted by EUDA and 8i resulted in an average
valuation of $835.5
million and enterprise value for $603.5 million EUDA. Please provide
more detail on how
8i arrived at a purchase price of $550 million in light of these
valuations.
5. We note your revisions in response to our prior comment 11. Please
disclose who
approached whom to initiate the business combination discussions
between 8i and EUDA
in mid-December 2021 and the specific date of that interaction.
Revised financial projections as of May 30, 2022, page 90
6. We note your revisions in response to our prior comment 12. Please
briefly explain your
assumptions on what "cost efficiencies" and "lower costs" will
gradually lower your
operating costs from 25% in 2022 to 1-2% in 2026.
Information About EUDA, page 122
7. We have reviewed your revision in response to our prior comment 17.
Please clarify who
are the team members in your inside outside direct sales model. For
example, please state
in your disclosure whether they are EUDA employees or members of the
public. To the
extent that they are members of the public, please describe how you
recruit these team
members and how they are compensated. Please also explain what you
mean by "nurtures
and coverts the leads," the role of your client service partners in
you sales model, and how
these client service partners educate a prospect on the breadth of
EUDA's capabilities. To
the extent that you have entered into any material agreements with
these client service
partners, please disclose the terms of such agreement.
Meng Dong (James) Tan
FirstName LastNameMeng Dong (James) Tan
8i Acquisition 2 Corp.
Comapany
August Name8i Acquisition 2 Corp.
8, 2022
August
Page 3 8, 2022 Page 3
FirstName LastName
Future Service Offerings, page 133
8. We note your revisions in response to our prior comment 21 and reissue
in part. We note
your disclosure that the COVID-19 pandemic has led to the relaxation
of certain
regulatory and reimbursement barriers and that the Ministry of Health
in Singapore will
soon be introducing a Healthcare Services Act (HCSA). Please expand
your disclosure to
describe the regulatory regime that your products are subject to
within the jurisdictions
you operate in. Please include a description of the relevant
regulatory authority, the rules
and regulations you must comply with, and how you will comply with
those obligations.
To the extent that those regulations differ between each of your
future service offerings,
please provide the same disclosure with respect to that service
offering.
9. We note your response to our prior comment 22 and reissue. Please
disclose the substance
of your response in the filing, and please expand your disclosure to
include what
remaining steps you must take, the expected timeline of your
expansion, and the expected
costs of this expansion.
Medical Urgent Care, page 135
10. We note your revisions in response to our prior comment 24. Please
clarify throughout
your prospectus how far along you are in researching and developing
your AI
systems. For example only, we note your statements on page 145 that
"[t]he EUDA
platform can provide intervention at every stage [of disease] . . ."
and "can detect the
possibility of deteriorating conditions before needing
hospitalization." To the extent that
you have not yet conducted any validation tests on your AI system or
applications, please
clearly state as such. Please also describe the types and quantities
of data you used, or will
use, to train the algorithms, where you will collect this data, and
provide a timeline of
when you expect to commercialize these products. Further, please
balance your disclosure
throughout your prospectus to state, if true, that you have not yet
validated your AI system
or applications and that there can be no assurance that your AI
systems will perform as
intended or become marketable products.
Management's Discussion and Analysis
Result of Operations, page 154
11. Please refer to your response to comment 26. It does not appear you
provided disclosure
that includes the total number of employees that are covered by your
client contracts for
each period presented. Please revise to disclose the total number of
employees covered by
your client contracts or, if true, confirm that all employees eligible
to utilize your services
under the client contracts did so during each period.
12. We note based on your revised table on page F-43 in response to our
comment 32 that
revenue for property management services - security increased and
regular property
management services revenue decrease. Please revise your disclosure in
MD&A to
explain the reasons for this changes for each period presented.
Meng Dong (James) Tan
8i Acquisition 2 Corp.
August 8, 2022
Page 4
Cost of Revenues, page 155
13. Refer to your response to comment 30. Please revise your cost of revenues
discussion in
MD&A to clarify if the related party medical service provided was from
one entity. Please
also revise your Cost of revenues policy in Note 3 of the Financial
Statements to clarify
that medical services are also provided by your wholly owned subsidiaries
in addition to
being provided by related party.
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.
You may contact Vanessa Robertson at 202-551-3649 or Kevin Vaughn at
202-551-3494
if you have questions regarding comments on the financial statements and
related
matters. Please contact Jordan Nimitz at 202-551-5831 or Celeste Murphy at
202-551-3257 with
any other questions.
Sincerely,
FirstName LastNameMeng Dong (James) Tan
Division of
Corporation Finance
Comapany Name8i Acquisition 2 Corp.
Office of Life
Sciences
August 8, 2022 Page 4
cc: Jane Tam, Esq.
FirstName LastName