Full Press Release Details
Health Limited and Subsidiaries
to Unaudited Condensed Consolidated Financial Statements
| Condensed Consolidated Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021 (Audited) | 2 | |
| Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Nine Months Ended September 30, 2022 and 2021 | 3 | |
| Unaudited Condensed Consolidated Statements of Change in Shareholders' Equity (Deficit) for the Nine Months Ended September 30, 2022 and 2021 | 4 | |
| Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021 | 5 | |
| Notes to Unaudited Condensed Consolidated Financial Statements | 6 |
HEALTH LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| September 30, | December 31, | |||||||
| 2022 | 2021 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | 341,100 | $ | 189,996 | ||||
| Accounts receivable, net | 1,884,431 | 1,802,316 | ||||||
| Other receivables | 1,410,231 | 1,991,226 | ||||||
| Other receivables - related parties | 49,422 | 297,621 | ||||||
| Prepaid expenses and other current assets | 159,002 | 71,495 | ||||||
| Total Current Assets | 3,844,186 | 4,352,654 | ||||||
| PROPERTY AND EQUIPMENT, NET | 36,191 | 56,927 | ||||||
| OTHER ASSETS | ||||||||
| Other receivables | 1,031,942 | 1,830,603 | ||||||
| Intangible assets, net | 188,950 | 289,962 | ||||||
| Goodwill | 932,657 | 992,686 | ||||||
| Operating lease right-of-use asset | 77,056 | 79,862 | ||||||
| Finance lease right-of-use assets | 17,173 | 24,372 | ||||||
| Loan to third party | 550,009 | 371,962 | ||||||
| Total Other Assets | 2,797,787 | 3,589,447 | ||||||
| Total Assets | $ | 6,678,164 | $ | 7,999,028 | ||||
| LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) | ||||||||
| CURRENT LIABILITIES | ||||||||
| Short term loans - bank and private lender | $ | 208,168 | $ | 205,427 | ||||
| Short term loans - third parties | 139,334 | 148,302 | ||||||
| Accounts payable | 1,504,468 | 359,716 | ||||||
| Accounts payable - related party | 294,470 | 2,459,411 | ||||||
| Other payables and accrued liabilities | 727,745 | 488,597 | ||||||
| Other payables - related parties | 4,209,568 | 3,272,311 | ||||||
| Operating lease liability | 67,942 | 63,478 | ||||||
| Finance lease liabilities | 12,020 | 11,447 | ||||||
| Taxes payable | 128,883 | 307,343 | ||||||
| Subscribed shares deposit liability | 600,000 | - | ||||||
| Total Current Liabilities | 7,892,598 | 7,316,032 | ||||||
| OTHER LIABILITIES | ||||||||
| Deferred tax liabilities | 32,121 | 49,294 | ||||||
| Operating lease liability - non-current | 9,532 | 16,384 | ||||||
| Finance lease liabilities - non-current | 10,299 | 17,268 | ||||||
| Total Other Liabilities | 51,952 | 82,946 | ||||||
| Total Liabilities | 7,944,550 | 7,398,978 | ||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| SHAREHOLDERS' EQUITY (DEFICIT) | ||||||||
| Ordinary shares, no par value, 50,000,000 shares authorized, 1,500,000 shares and 1,000,000 shares outstanding as of September 30, 2022 and December 31, 2021, respectively | 834,863 | 334,863 | ||||||
| Retained earnings (accumulated deficit) | (2,197,789 | ) | 180,333 | |||||
| Accumulated other comprehensive income | 18,753 | 6,036 | ||||||
| Total Euda Health Limited Shareholders' Equity (Deficit) | (1,344,173 | ) | 521,232 | |||||
| Noncontrolling interests | 77,787 | 78,818 | ||||||
| Total Shareholders' Equity (Deficit) | (1,266,386 | ) | 600,050 | |||||
| Total Liabilities and Shareholders' Equity (Deficit) | $ | 6,678,164 | $ | 7,999,028 |
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
HEALTH LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
| For the Nine Months Ended | ||||||||
| September 30, | September 30, | |||||||
| 2022 | 2021 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| REVENUES | ||||||||
| Medical services | $ | 4,458,585 | $ | 4,171,423 | ||||
| Medical services - related parties | 135 | 4,468 | ||||||
| Product sales | 6,947 | 258,726 | ||||||
| Property management services | 2,940,761 | 3,417,110 | ||||||
| Total Revenues | 7,406,428 | 7,851,727 | ||||||
| COST OF REVENUES | ||||||||
| Medical services | 2,105,470 | 407,380 | ||||||
| Medical services - related party | 496,383 | 1,719,279 | ||||||
| Product sales | 9,449 | 145,156 | ||||||
| Property management services | 2,258,557 | 2,448,539 | ||||||
| Total Cost of Revenues | 4,869,859 | 4,720,354 | ||||||
| GROSS PROFIT | 2,536,569 | 3,131,373 | ||||||
| OPERATING EXPENSES: | ||||||||
| Selling | 1,144,805 | 960,362 | ||||||
| General and administrative | 3,762,736 | 3,121,154 | ||||||
| Research and development | 15,064 | 78,639 | ||||||
| Total Operating Expenses | 4,922,605 | 4,160,155 | ||||||
| LOSS FROM OPERATIONS | (2,386,036 | ) | (1,028,782 | ) | ||||
| OTHER INCOME (EXPENSE) | ||||||||
| Interest expense, net | (35,922 | ) | (150,011 | ) | ||||
| Gain on disposal of subsidiaries | 30,055 | - | ||||||
| Other income, net | 89,564 | 335,321 | ||||||
| Investment income | - | 1,923,641 | ||||||
| Total Other Income, net | 83,697 | 2,108,951 | ||||||
| (LOSS) INCOME BEFORE INCOME TAXES | (2,302,339 | ) | 1,080,169 | |||||
| PROVISION FOR INCOME TAXES | 74,525 | 49,854 | ||||||
| NET (LOSS) INCOME | (2,376,864 | ) | 1,030,315 | |||||
| Less: Net income attributable to noncontrolling interest | 1,258 | 35,683 | ||||||
| NET (LOSS) INCOME ATTRIBUTABLE TO EUDA HEALTH LIMITED | $ | (2,378,122 | ) | $ | 994,632 | |||
| NET (LOSS) INCOME | (2,376,864 | ) | 1,030,315 | |||||
| FOREIGN CURRENCY TRANSLATION ADJUSTMENT | 10,428 | 11,357 | ||||||
| TOTAL COMPREHENSIVE (LOSS) INCOME | (2,366,436 | ) | 1,041,672 | |||||
| Less: Comprehensive income attributable to noncontrolling interest | (1,031 | ) | 35,593 | |||||
| COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO EUDA HEALTH LIMITED | $ | (2,365,405 | ) | $ | 1,006,079 | |||
| WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES | ||||||||
| Basic and diluted | 1,122,711 | 1,000,000 | ||||||
| (LOSS) EARNINGS PER SHARE | ||||||||
| Basic and diluted | $ | (2.12 | ) | $ | 0.99 |
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
HEALTH LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGE IN SHAREHOLDERS' EQUITY (DEFICIT)
| Retained | Accumulated | |||||||||||||||||||||||
| earnings | other | |||||||||||||||||||||||
| Ordinary shares | (Accumulated | comprehensive | Noncontrolling | |||||||||||||||||||||
| Shares | Capital | deficit) | income (loss) | interest | Total | |||||||||||||||||||
| BALANCE, December 31, 2021 | 1,000,000 | $ | 334,863 | $ | 180,333 | $ | 6,036 | $ | 78,818 | $ | 600,050 | |||||||||||||
| Net (loss) income | - | - | (2,378,122 | ) | - | 1,258 | (2,376,864 | ) | ||||||||||||||||
| Issuance of ordinary shares | 500,000 | 500,000 | - | - | - | 500,000 | ||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | 12,717 | (2,289 | ) | 10,428 | |||||||||||||||||
| BALANCE, September 30, 2022 (Unaudited) | 1,500,000 | $ | 834,863 | $ | (2,197,789 | ) | $ | 18,753 | $ | 77,787 | $ | (1,266,386 | ) |
| Retained | Accumulated | |||||||||||||||||||||||
| earnings | other | |||||||||||||||||||||||
| Ordinary shares | (Accumulated | comprehensive | Noncontrolling | |||||||||||||||||||||
| Shares | Capital | deficit) | income (loss) | interest | Total | |||||||||||||||||||
| BALANCE, December 31, 2020 | 1,000,000 | $ | 334,863 | $ | (684,496 | ) | $ | (10,956 | ) | $ | 43,234 | $ | (317,355 | ) | ||||||||||
| Net income | - | - | 994,632 | - | 35,683 | 1,030,315 | ||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | 11,446.95 | (90 | ) | 11,357 | |||||||||||||||||
| BALANCE, September 30, 2021 (Unaudited) | 1,000,000 | $ | 334,863 | $ | 310,136 | $ | 491 | $ | 78,827 | $ | 724,317 |
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
HEALTH LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Nine Months Ended | ||||||||
| September 30, | September 30, | |||||||
| 2022 | 2021 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net (loss) income | $ | (2,376,864 | ) | $ | 1,030,315 | |||
| Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||||||||
| Depreciation | 15,996 | 26,770 | ||||||
| Amortization | 87,107 | 122,538 | ||||||
| Amortization of operating right-of-use asset | 61,859 | 43,327 | ||||||
| Amortization of finance right-of-use assets | 5,973 | 6,136 | ||||||
| Provision for doubtful accounts | 12,616 | 47,138 | ||||||
| Deferred taxes benefits | (14,808 | ) | (20,831 | ) | ||||
| Investment income | - | (1,923,641 | ) | |||||
| Gain on disposal of subsidiary | (30,055 | ) | - | |||||
| Change in operating assets and liabilities | ||||||||
| Accounts receivable | (236,552 | ) | (54,582 | ) | ||||
| Interest receivable from loan to third party | (29,701 | ) | (11,992 | ) | ||||
| Other receivables | 1,198,477 | 42,201 | ||||||
| Prepaid expenses and other current assets | (96,556 | ) | (38,770 | ) | ||||
| Accounts payable | 1,247,281 | 265,292 | ||||||
| Accounts payables - related party | (2,094,532 | ) | 690,966 | |||||
| Other payables and accrued liabilities | 278,211 | 156,253 | ||||||
| Taxes payable | (161,337 | ) | (14,308 | ) | ||||
| Operating lease liabilities | (61,423 | ) | (46,861 | ) | ||||
| Net cash (used in) provided by operating activities | (2,194,308 | ) | 319,951 | |||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchases of equipment | (18,174 | ) | (1,963 | ) | ||||
| Loan to third party | (179,558 | ) | (267,284 | ) | ||||
| Cash released upon disposal of a subsidiary | (3,405 | ) | - | |||||
| Net cash used in investing activities | (201,137 | ) | (269,247 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Issuance of ordinary shares | 500,000 | - | ||||||
| Receipt of subscribed shares deposit | 600,000 | - | ||||||
| Repayments from (loans to) other receivable - related parties | 240,209 | 28,448 | ||||||
| Proceeds from short-term loans - bank and private lender | 72,696 | 88,114 | ||||||
| Repayments to short-term loans - bank and private lender | (56,873 | ) | (47,861 | ) | ||||
| Repayments to short-term loans - third parties | - | (313,625 | ) | |||||
| Borrowings from (Repayments to) other payables - related parties | 1,007,767 | (18,138 | ) | |||||
| Payment of finance lease liabilities | (4,862 | ) | (5,079 | ) | ||||
| Net cash provided by (used in) financing activities | 2,358,937 | (268,141 | ) | |||||
| EFFECT OF EXCHANGE RATE CHANGES | 187,612 | 15,407 | ||||||
| NET CHANGE IN CASH | 151,104 | (202,030 | ) | |||||
| CASH, beginning of the period | 189,996 | 250,767 | ||||||
| CASH, end of the period | $ | 341,100 | $ | 48,737 | ||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
| Cash paid for income tax | $ | 125,109 | $ | 150,189 | ||||
| Cash paid for interest | $ | 66,447 | $ | 149,045 | ||||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Initial recognition of operating right of use asset and lease liability | $ | 63,971 | $ | 126,266 | ||||
| Initial recognition of payables to former subsidiary upon disposal of subsidiary | $ | 319,806 | $ | - |
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
HEALTH LIMITED AND SUBSIDIARIES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars, unless stated otherwise)
1- Nature of business and organization
Health Limited ("EHL" or the "Company") is a holding company incorporated on June 8, 2021, under the laws of
British Virgin Islands ("BVI"). The Company has no substantive operations other than holding all of the outstanding shares
of its subsidiaries through a reverse recapitalization.
Company, through its subsidiaries, operates its business in two segments, 1) engaged in the healthcare specialty group (other than general
practice) business offering range of specialty care services to patients, and engaged in the medical facility general practice clinic
that provides holistic care for various illnesses, and 2) engaged in the property management service that services shopping malls, business
office building, or residential apartments.
August 3, 2021, EHL completed a reverse recapitalization ("Reorganization") under common control of its then existing shareholders,
who collectively owned all of the equity interests of Kent Ridge Health Private Limited ("KRHPL"), a holding company incorporated
under the laws of the Singapore prior to the Reorganization, through the following transaction.
| On July 24, 2021, EHL acquired 100% of the equity interests in Kent Ridge Healthcare Singapore Private Limited ("KRHSG") through KRHPL for consideration of SG$1.0. | ||
| On July 24, 2021, EHL acquired 100% of the equity interests in EUDA Private Limited ("EUDA PL") through KRHPL for consideration of SG$1.0. | ||
| On August 1, 2021, Kent Ridge Health Limited ("KRHL"), EHL's wholly owned subsidiary, acquired 100% of the equity interests in Super Gateway Group Limited ("SGGL") through KRHPL for consideration of SG$1.0. | ||
| On August 3, 2021, EHL acquired 100% of the equity interests in Singapore Emergency Medical Assistance Private Limited ("SEMA") through KRHPL for no consideration. |
and after the Reorganization, the Company, together with its subsidiaries (as indicated above), is effectively controlled by the same
shareholders, and therefore the Reorganization is considered as a recapitalization of entities under common control in accordance with
Accounting Standards Codification ("ASC") 805-50-25. The consolidation of the Company and its subsidiaries have been accounted
for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the
first period presented in the accompanying unaudited condensed consolidated financial statements in accordance with ASC 805-50-45-5.
to the Reorganization, KRHPL entered into a Sales and Purchase of Shares Agreement ("KRHSG Agreement") with the sole shareholder
of KRHSG who is under common control of the majority shareholders of KRHPL on December 2, 2019. Pursuant to the KRHSG Agreement, KRHPL
will acquire 100% of the equity interests in KRHSG ("Reorganization of KRHSG") for a total consideration of SG$1.0 ("Total
Consideration"). The transaction was completed and effective on January 3, 2020. Since KRHSG and KRHPL are effectively controlled
by the same shareholders of EHL, and therefore the Reorganization is under common control at carrying value. The financial statements
of KRHSG are prepared on the basis as if the restructuring of KRHSG became effective as of the beginning of the first period presented
in the accompanying unaudited condensed consolidated financial statements of EHL.
to the Reorganization, KRHPL entered into a Sales and Purchase of Shares Agreement ("EUDA PL Agreement") with the sole shareholder
of EUDA PL who is under common control of the majority shareholders of KRHPL on December 2, 2019. Pursuant to the EUDA PL Agreement,
KRHPL will acquire 100% of the equity interests in EUDA PL ("Reorganization of EUDA PL") for a total consideration of SG$1.0
("Total Consideration"). The transaction was completed and effective on January 3, 2020. Since EUDA PL and LRHPL are effectively
controlled by the same shareholders of EHL, and therefore the Reorganization is under common control at carrying value. The financial
statements of EUDA PL are prepared on the basis as if the restructuring of EUDA PL became effective as of the beginning of the first
period presented in the accompanying unaudited condensed consolidated financial statements of EHL.
to the Reorganization, KRHPL entered into a Sales and Purchase of Shares Agreement ("SEMA Agreement") with the sole shareholder
of SEMA who is effectively controlled by the same shareholders of KRHPL on December 31, 2019. Pursuant to the SEMA PL Agreement, KRHPL
will acquire 100% of the equity interests in SEMA ("Reorganization of SEMA") for no consideration. SEMA is a holding company
and has no operations prior to December 31, 2019.
accompanying consolidated unaudited condensed financial statements reflect the activities of EHL and each of the following entities:
| Name | Background | Ownership | |||
| Kent Ridge Healthcare Singapore Pte. Ltd. ("KRHSG") | A Singapore company Incorporated on November 9, 2017 Multi-care specialty group offering range of specialty care services to patients. | 100% owned by EHL | |||
| EUDA Private Limited ("EUDA PL") | A Singapore company Incorporated on April 13, 2018 A digital health company that provides a platform to serve the healthcare industry | 100% owned by EHL | |||
| Zukitek Vietnam Private Limited Liability Company ("ZKTV PL") | A Vietnam company Incorporated on May 2, 2019 A Research and Development Company | 100% owned by EUDA PL | |||
| Singapore Emergency Medical Assistance Private Limited ("SEMA") | A Singapore company Incorporated March 18, 2019 A holding company | 100% owned by EHL | |||
| The Good Clinic Private Limited ("TGC")(1) | A Singapore company Incorporated on April 8, 2020 Medical facility general practice clinic that provides holistic care for various illnesses | 100% owned by SEMA | |||
| EUDA Doctor Private Limited ("ED PL") | A Singapore company Incorporated on December 1, 2021 A platform solution for doctors and physicians to find, connect, and collaborate with trusted peers, specialists, and other professionals | 100% owned by EHL | |||
| Operation has not been commenced | |||||
| Kent Ridge Hill Private Limited ("KR Hill PL") | A Singapore company Incorporated on December 1, 2021 A B2B2C pharmaceutical and OTC drugs e-commerce platform to promote its drug products | 100% owned by EHL | |||
| Operation has not been commenced | |||||
| Kent Ridge Health Limited ("KRHL") | A British Virgin Islands company Incorporated on June 8, 2021 A holding company | 100% owned by EHL | |||
| Zukitech Private Limited ("Zukitech") ("ZKT PL") | A Singapore company Incorporated on June 13, 2019 A holding company | 100% owned by KRHL | |||
| Super Gateway Group Limited ("SGGL") | A British Virgin Islands company Incorporated on April 18, 2008 A holding company | 100% owned by KRHL | |||
| Universal Gateway International Pte. Ltd. ("UGI") | A Singapore company Incorporated on September 30, 2000 Registered capital of RMB 5,000,000 A holding company | 98.3% owned by SGGL |
| Name | Background | Ownership | |||
| Melana International Pte. Ltd. ("Melana") | A Singapore company Incorporated on September 9, 2000 Property management service that services shopping malls, business office building, or residential apartments | 100% owned by UGI | |||
| Tri-Global Security Pte. Ltd. ("Tri-Global") | A Singapore company Incorporated on August 10, 2000 Property security service that services shopping malls, business office building, or residential apartments | 100% owned by UGI | |||
| UG Digitech Private Limited ("UGD") | A Singapore company Incorporated on August 16, 2001 A holding company | 100% owned by UGI | |||
| Nosweat Fitness Company Private Limited ("NFC") | A Singapore company Incorporated on July 6, 2021 A virtual personal training platform for fitness enthusiasts | 100% owned by KRHL | |||
| Operation has not been commenced | |||||
| True Cover Private Limited ("TCPL") | A Singapore company Incorporated on December 1, 2021 A B2B e-claims healthcare insurance platform | 100% owned by KRHL | |||
| Operation has not been commenced | |||||
| KR Digital Pte. Ltd. ("KR Digital") (2) | A Singapore company Incorporated on December 29, 2021 Development of software and applications | 100% owned by KRHL | |||
| Operation has not been commenced | |||||
| Zukihealth Sdn. Bhd. ("Zukihealth") (2) | A Malaysian company Incorporated on February 15, 2018 Distribution of health care supplement products | 100% owned by KR Digital | |||
| Operation has not been commenced |
April 11, 2022, the Company entered into a Share Purchase Agreement (the "SPA") with 8i Acquisition 2 Corp. ("8i Acquisition"),
a British Virgin Islands company for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization,
reorganization or other similar business combination with one or more businesses or entities. Pursuant to the terms of the SPA, a business
combination between the Company and 8i Acquisition will be effected through the issuance of 8i Acquisition's ordinary shares to
the Company's existing shareholders in exchange of all of Company's outstanding ordinary shares (the "Share Purchase")
based on the purchase price as discussed below. Upon the closing of the SPA, the business combination will be accounted for as a reverse
recapitalization in accordance with U.S. GAAP. Under this method of accounting, 8i Acquisition will be treated as the "acquired"
company and the Company will be treated as the accounting acquirer for financial statement reporting purposes. Accordingly, the business
combination will be treated as the equivalent of the Company issuing shares for the net assets of 8i Acquisition, accompanied by a recapitalization.
The net assets of 8i Acquisition will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations
prior to the business combination will be those of the Company.
Meng Dong (James) Tan, who owns 33.3% of the equity interests of the Company through Watermark
Developments Limited ("Seller"), the sole shareholder of the Company, is the Chief Executive Officer and Chairman
of 8i Acquisition's board of directors. 8i Acquisition received a fairness opinion from EverEdge Global to the effect that the
purchase price to be paid by 8i Acquisition for the shares of the Company pursuant to the SPA is fair to 8i Acquisition from a financial
point of view (the "Fairness Opinion").
connection with the closing of the transactions under the SPA, the current officers and directors of the Company will become 8i Acquisition's
officers and directors.
May 30, 2022, Amendment No. 1 (the "Amendment") was made to the SPA. Pursuant to the Amendment, 8i Acquisition shall have
completed its financial, operational and legal due diligence review of the Company (the Due Diligence Review") on or before June
15, 2022, and be satisfied with the results of the Due Diligence Review. If 8i Acquisition has not notified Watermark Developments limited,
a British Virgin Islands business company (the "Seller") in writing that it is not satisfied with the results of its Due
Diligence Review by close of business, New York time, on June 15, 2022, the closing condition of Section 9.2(j) from the SPA shall lapse
without the necessity of any further action by the parties."
June 10, 2022, the Company, the Seller, and 8i Acquisition
entered into a second amendment of the SPA (the "Second Amendment").
to the Second Amendment, the initial consideration to be paid at closing (the "Closing") of the Share Purchase (the "Initial
Consideration") by 8i Acquisition to
Seller for the Share Purchase will be adjusted to an amount equal to $140,000,000. The Initial Consideration will be payable in ordinary
shares of 8i Acquisition, no par value, (the "Purchaser Shares") valued at $10.00
per share. To secure Seller's obligations under the indemnification provisions of the SPA, 1,400,000 Purchaser Shares (the "Indemnification
Escrow Shares") shall be withheld from the Purchaser Shares payable at Closing, and be delivered to American Stock Transfer &
Trust Company, as Escrow Agent, and held by the Escrow Agent pursuant to an escrow agreement, by and among 8i Acquisition,
Seller, and the Indemnified Party Representative.
to the Second Amendment, in addition to the Initial Consideration, the Seller may also receive up to 4,000,000 additional Purchaser Shares
as an earnout payment (the "Earnout Shares") if, during the period beginning on the date of Closing and ending on December
31, 2024, the volume-weighted average price of Purchaser Shares (the "Purchaser Share Price") equals or exceeds any of four
thresholds over any 20 trading days within a 30-day trading period under the terms and conditions set forth in the SPA and related transaction
The Seller will be issued 1,000,000 additional Purchaser Shares if during the period beginning on the Closing Date and ending on the