Item 5.07. Submissions of Matters to a Vote of Security Holders.
As previously reported, on April 11, 2022, 8i Acquisition 2 Corp., a British
Virgin Islands business company (the "Company" or "LAX"), entered into a Share
Purchase Agreement (the "SPA") with Euda Health Limited, a British Virgin
Islands business company ("EUDA Health"), Watermark Developments Limited, a
British Virgin Islands business company (the "Seller") and Kwong Yeow Liew,
acting as Representative of the Indemnified Parties (the "Indemnified Party
Representative"). Pursuant to the terms of the SPA, as amended, a business
combination between LAX and EUDA Health will be effected through the purchase by
LAX of all of the issued and outstanding shares of EUDA Health from the Seller
(the "Business Combination").
On November 10, 2022, at 10:00 a.m., Eastern time, the Company held a special
meeting of its shareholders of record (the "Special Meeting"), at which the
Company's shareholders of record voted on the proposals set forth below, each of
which is described in detail in the proxy statement filed with the Securities
and Exchange Commission (the "SEC") on October 13, 2022, which was first mailed
by the Company to its shareholders on or about October 17, 2022.
As of October 10, 2022, the record date for the Special Meeting, there were
11,073,500 ordinary shares, no par value, of the Company (the "Ordinary Shares")
issued and outstanding and entitled to vote at the Special Meeting. A total of
9,369,395 Ordinary Shares, representing approximately 84.61% of the issued and
outstanding Ordinary Shares, were present in person by virtual attendance or
represented by proxy at the Special Meeting, constituting a quorum for the
Special Meeting. The final voting results for each proposal submitted to the
shareholders of record of the Company at the Special Meeting are included below.
Each of the proposals described below was approved by the Company's shareholders
of record.
PROPOSAL 1:
To approve the transactions contemplated under the SPA.
For Against Abstain Broker Non-Votes
8,314,452 1,030,751 24,192 0
PROPOSAL 2:
To approve and adopt the following amendments and restatements of 8i amended and
restated memorandum and articles of association:
a) to amend the name of the combined company from "8i Acquisition 2 Corp." to
"EUDA Health Holdings Limited"; and
For Against Abstain Broker Non-Votes
8,335,895 1,030,751 2,755 0
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b) to adopt the amended and restated memorandum and articles of association of
the combined company (the "Amended and Restated Memorandum and Articles of
Association").
For Against Abstain Broker Non-Votes
8,335,895 1,030,751 2,755 0
PROPOSAL 3:
To approve, for purposes of complying with applicable listing rules of the
Nasdaq Global Market ("Nasdaq"), the issuance of more than 20% of the issued and
outstanding Ordinary Shares and the resulting change in control in connection
with the Business Combination.
For Against Abstain Broker Non-Votes
8,335,895 1,030,751 2,755 0
PROPOSAL 4:
To vote to elect five directors effective upon consummation of the Business
Combination.
Each of the director nominees received the following votes:
Director Nominee Class For Withhold
Wei Wen Kelvin Chen I 8,436,565 932,836
Thien Su Gerald Lim I 8,436,565 932,836
David Francis Capes I 8,436,565 932,836
Alfred Lim II 8,436,565 932,836
Kim Hing Chan II 8,436,565 932,836
Redemption of Ordinary Shares
As of November 8, 2022, the end of the redemption period for the Ordinary Shares
issued as part of the units in the Company's initial public offering consummated
on November 24, 2021, an aggregate of 8,195,770 Ordinary Shares were tendered
for redemption in connection with the Special Meeting. The final redemption
price is $10.0837 per share redeemed.
Item 8.01 Other Events
On November 10, 2022, 8i issued a press release announcing that shareholders
that elected to redeem shares in connection with Special Meeting may withdraw
such redemption requests by no later than 5:00 p.m. Eastern Time on November 11,
2022. A copy of the press release is attached as Exhibit 99.1.
Item 9.01 Exhibits
Exhibit
No. Description
99.1 Press Release dated November 10, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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