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United States securities and exchange commission logo
August 29, 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. 2 to
Preliminary Proxy Statement on Schedule 14A
Submitted August
18, 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. 2 to Preliminary Proxy Statement on Schedule 14A submitted
August 18, 2022
Background of the Business Combination, page 83
1. We note your response
to our prior comment 4 and reissue. 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.
Revised financial projections as of May 30, 2022, page 90
2. We note your revisions
in response to our prior comment 6. Please specify which
"technological
innovations" you anticipate leveraging to provide your management with
the data and analytics
to reduce costs. Please also state, if true, that these technological
innovations are still
in development.
Meng Dong (James) Tan
8i Acquisition 2 Corp.
August 29, 2022
Page 2
Information About EUDA, page 122
3. We have reviewed your revisions in response to our prior comment 7.
Please revise to
clarify what kind of services your client service partners provide. We
note, for example,
that Clinic Management System is a health technology company. Please also
disclose how
you recruit and select these client service partners and any arrangements
with them,
including whether they are compensated. To the extent that you have
entered into any
material agreements with these client service partners, please disclose
the terms of such
agreement.
Medical Urgent Care, page 135
4. We note your revisions in response to our prior comment 10 and reissue in
part. Please
disclose the quantities and anticipated sources of the data you will
collect for your
validation studies and a timeline of when you expect to commercialize
your AI products.
Please also balance your disclosure to clearly state that you cannot
provide assurance that
you will that your AI systems will perform as intended or become
marketable products.
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 29, 2022 Page 2
cc: Jane Tam, Esq.
FirstName LastName