EUDA Health Limited, a Singapore-based digital health platform that
aims to make healthcare more affordable, accessible, and improve
the patient experience by delivering improved outcomes through
personalized healthcare, and 8i Acquisition 2 Corp. (8i) (NASDAQ:
LAX), a publicly traded special purpose acquisition company,
announced today that they have entered into a definitive business
combination agreement that will result in EUDA Health Limited
becoming a publicly listed company.
Upon the close of the transaction, LAX will be
renamed EUDA Health Limited (EUDA Health) and is expected to remain
listed on NASDAQ under the new ticker symbol
“EUDA”.
EUDA Health operates a first-of-its-kind
Southeast Asian healthcare analytics platform dedicated to
customer-centric solutions that increase access to quality care,
improve patient outcomes, and reduce costs. The company’s
ecosystem-based approach serves a full spectrum of healthcare
needs, including wellness and prevention, urgent care and
emergencies, pre-existing conditions, and after care services.
Leveraging its end-to-end expertise in healthcare management, EUDA
Health’s proprietary unified AI platform connects patients,
insurers, and medical professionals to the necessary data to triage
conditions and digitally connect with medical professionals for
personalized treatment protocols that optimize patient outcomes and
ongoing care.
EUDA Health is poised to disrupt the
multi-trillion dollar Southeast Asia healthcare industry where
healthcare expenditures continually outpace GDP growth and
efficient access to comprehensive care is uncertain. Southeast Asia
has seen accelerated adoption of healthcare IT, with usage
increasing by 400% in 2020 alone. EUDA Health aims to be an
industry leader throughout this transition. Where patients once
waited hours to see a doctor for ten minutes, EUDA Health’s
platform strives to connect patient members to medical experts
within five minutes on average, alleviating an overburdened system
and enhancing the patient experience.
Since its founding in 2019, EUDA Health has
grown tremendously and is expected to operate across five
countries— Singapore, Malaysia, Vietnam, India and Indonesia— by
the end of 2022. Through its innovative and dynamic solutions, EUDA
Health has developed a diversified revenue stream and gained clear
line-of-sight into sustainable growth through both geographic
expansion and enhanced service offerings.
“EUDA Health’s mission is to make healthcare
more affordable and accessible, while improving the patient
experience and healthcare outcomes through personalized
healthcare,” said EUDA Health Founder & CEO Dr. Kelvin Chen.
“Our platform creates an ecosystem that accomplishes this through
comprehensive, end-to-end care. We have assembled a team of experts
from every corner of the industry who are passionate about
transforming how patients are cared for.”
James Meng Dong Tan, CEO & Director of 8i
Acquisition 2 Corp., commented: “By executing this stock purchase
agreement with EUDA Health we are entering into the future of
healthcare services. Through its differentiated AI platform and
commitment to providing the highest level of patient outcomes, EUDA
Health has attracted the partnerships of internationally recognized
blue-chip organizations. In a short period, the management team has
built a truly unique platform and gained a meaningful foothold into
the Asia Pacific region. We are excited to be partnering with EUDA
Health on this landmark opportunity.”
Transaction Overview
The combined company will have an estimated
post-transaction enterprise value of $583 million, consisting of an
estimated equity value of $673 million and $90 million in net cash,
assuming no redemptions of 8i public stockholders. Cash proceeds
raised will consist of 8i’s approximately $86.3 million of cash in
trust (before redemptions). Additional earnouts in the form of 9
million total shares will be awarded post-transaction close if
EUDA’s share price reaches $15, $20 and $25 over three years.
Proceeds from the trust account (assuming no
redemptions) is expected to be used for product development and
other AI technology research, business expansion and potential
strategic investment and acquisition opportunities. EUDA's growth
strategy is expected to generate estimated revenue and adjusted
EBITDA of $200 million and $43 million, respectively, in 2023.
The transaction with EUDA Health is a related
party transaction. Mr. Tan, LAX’s CEO and Chairman of the Board, is
a 10% shareholder of Watermark Developments Limited (“Watermark”),
the sole shareholder of EUDA Health. Watermark will roll 100% of
its equity into the combined company and will own approximately 82%
of the combined company’s outstanding ordinary shares on a pro
forma basis (assuming no redemptions) immediately after the
closing. EverEdge Global has been engaged to render a fairness
opinion on the fairness of the transaction to LAX from a financial
point of view.
The business combination has been unanimously
approved by the boards of directors of both EUDA Health and LAX and
is expected to close in the fourth quarter of 2022, subject to
regulatory and shareholder approvals, and other customer closing
conditions.
For a summary of the material terms of the
proposed transaction, as well as a supplemental investor
presentation, please see the Current Report on Form 8-K filed by
LAX with the U.S. Securities and Exchange Commission (the “SEC”).
Additional information about the proposed transaction will be
described in LAX’s proxy statement relating to the business
combination, which will be filed with the SEC.
Advisors
Loeb and Loeb LLP is acting as legal counsel to
LAX. Kaufman & Canoles, P.C. is acting as legal counsel to EUDA
Health.
About EUDA Health Limited
EUDA Health Limited, is a Singapore-based health
technology company that operates a first-of-its-kind Southeast
Asian digital healthcare ecosystem aimed at making healthcare
affordable and accessible, and improving the patient experience by
delivering better outcomes through personalized healthcare. The
company’s proprietary unified AI platform quickly assesses a
patient’s medical history, triages a condition, digitally connects
patients with clinicians, and predicts optimal treatment outcomes.
EUDA Health’s holistic approach supports patients throughout all
stages of care, including wellness & prevention, urgent care
& emergencies, pre-existing conditions, and aftercare services.
The company is expected to operate in five countries throughout
Southeast Asia by the end of 2022.
About 8i Acquisition 2
Corp.
8i Acquisition 2 Corp. is a British Virgin
Islands company incorporated in January 2021 as a blank check
company for the purpose of entering into a merger, share exchange,
asset acquisition, share purchase, recapitalization, reorganization
or similar business combination with one or more businesses or
entities. LAX’s efforts to identify a prospective target business
will not be limited to a particular industry or geographic region,
although the Company intends to focus on targets located in
Asia.
Forward-Looking Statements
This press release includes forward looking
statements that involve risks and uncertainties. Forward looking
statements are statements that are not historical facts. Such
forward-looking statements, including the identification of a
target business and potential business combination or other such
transaction, are subject to risks and uncertainties, which could
cause actual results to differ from the forward-looking statements.
These risks and uncertainties include, but are not limited to,
those factors described in the section entitled “Risk Factors” in
the prospectus filed by LAX in connection with its initial public
offering on November 22, 2021. Important factors, among others,
that may affect actual results or outcomes include: the inability
to complete the proposed transaction; the inability to recognize
the anticipated benefits of the proposed transaction, which may be
affected by, among other things, the amount of cash available
following any redemptions by LAX shareholders; the ability to meet
Nasdaq’s listing standards following the consummation of the
proposed transaction; and costs related to the proposed
transaction. Important factors that could cause the combined
company’s actual results or outcomes to differ materially from
those discussed in the forward-looking statements include: EUDA
Health’s limited operating history and history of net losses; EUDA
Health’s ability to manage growth; EUDA Health’s ability to execute
its business plan; EUDA Health’s estimates of the size of the
markets for its products; the rate and degree of market acceptance
of EUDA Health’s products; EUDA Health’s ability to identify and
integrate acquisitions; potential litigation involving the Company
or EUDA Health or the validity or enforceability of EUDA Health’s
intellectual property; general economic and market conditions
impacting demand for EUDA Health’s products and services; and such
other risks and uncertainties as are discussed in the Company’s
prospectus filed in connection with its initial public offering and
the proxy statement to be filed relating to the business
combination. Other factors include the possibility that the
proposed business combination does not close, including due to the
failure to receive required security holder approvals, or the
failure of other closing conditions.
LAX expressly disclaims any obligations or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change
in LAX’s expectations with respect thereto or any change in events,
conditions or circumstances on which any statement is based.
Additional Information about the
Transaction and Where to Find It
The proposed transaction has been approved by
the board of directors of both companies and the shareholders of
EUDA Health and will be submitted to shareholders of LAX for their
approval. In connection with that approval, LAX intends to file
with the SEC a proxy statement containing information about the
proposed transaction and the respective businesses of EUDA Health
and LAX. LAX will mail a definitive proxy statement and other
relevant documents to its shareholders. LAX shareholders are urged
to read the preliminary proxy statement and any amendments thereto
and the definitive proxy statement in connection with LAX’s
solicitation of proxies for the special meeting to be held to
approve the proposed transaction. The definitive proxy statement
will be mailed to shareholders of LAX as of a record date to be
established for voting on the proposed transaction. Shareholders
will also be able to obtain a free copy of the proxy statement, as
well as other filings containing information about LAX, without
charge, at the SEC’s website (www.sec.gov) or by calling
1-800-SEC-0330.
Participants in the
Solicitation
LAX and its directors and executive officers and
other persons may be deemed to be participants in the solicitation
of proxies from LAX’s shareholders with respect to the proposed
transaction. Information regarding LAX’s directors and executive
officers is available in its prospectus filed in connection with
its initial public offering on November 22, 2021. Additional
information regarding the participants in the proxy solicitation
relating to the proposed transaction and a description of their
direct and indirect interests will be contained in the proxy
statement when it becomes available.
EUDA Health and its directors and executive
officers may also be deemed to be participants in the solicitation
of proxies from the shareholders of LAX in connection with the
proposed transaction. A list of the names of such directors and
executive officers and information regarding their interests in the
proposed transaction will be included in the proxy statement for
the proposed transaction when available.
For investor and media inquiries, please
contact:Gateway GroupIR: Cody Slach or
Matthew HauschPR: Zach Kadletz or Catherine AdcockPhone: (949)
574-3860E-mail : LAX@gatewayir.com
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