Item 1.01 Entry into a Material Definitive Agreement





Forward Purchase Agreement



As previously announced, 8i Acquisition 2 Corp., a British Virgin Islands
business company ("LAX" or the "Company"), entered into a Share Purchase
Agreement (the "SPA") dated April 11, 2022, as amended, 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, a
business combination between LAX and EUDA Health will be effected through the
purchase by Company of all of the issued and outstanding shares of EUDA Health
from the Seller (the "Share Purchase").



On November 1, 2022, the Company and Greentree Financial Group, Inc., a Florida
corporation (the "Investor") entered into a Forward Share Purchase Agreement
(the "Forward Purchase Agreement") pursuant to which, on the sixty (60) day
anniversary of the date of the closing of the Share Purchase, the Investor may
elect to sell and transfer to the Company, and the Company will purchase, in the
aggregate up to 125,000 ordinary shares of the Company, no par value per share
(the "Investor Shares") then held by the Investor. The Company will purchase the
Investor Shares at a price of $10.41 per share (the "Shares Purchase Price").
The date of the closing of the Share Purchase is referred to as "Share Purchase
Closing Date", and the date of the purchase by the Company of the Investor
Shares is referred to as the "Investor Shares Closing Date". In conjunction with
the sale of the Investor Shares to the Company, the Investor shall notify the
Company and the Escrow Agent (as defined below) in writing anytime during the
period commencing fifteen (15) business days and ending two (2) business days
prior to the sixty (60) day anniversary of the Share Purchase Closing Date
whether or not such Investor is exercising its right to sell the Investor Shares
that such Investor holds to the Company pursuant to the Forward Purchase
Agreement (each, a "Investor Shares Sale Notice"). Failure of timely delivery of
the Investor Shares Sales Notice shall be deemed as forfeiture of such
Investor's right to sell any Investor Shares to the Company pursuant to the
Forward Purchase Agreement. If an Investor Shares Sale Notice is timely
delivered by the Investor to the Company and the Escrow Agent, the Company will
purchase from such Investor the Investor Shares held by such Investor on the
Investor Shares Closing Date.




The Investor agreed to purchase all Investor Shares at a price per share no
greater than the price paid to the Company's public shareholders who elected to
redeem their shares in connection with shareholders' vote to approve the Share
Purchase (the "Redemption Price"). In exchange for the Company's commitment to
purchase the Investor Shares on the Investor Shares Closing Date, the Investor
agreed that it will not request redemption of any of the Investor Shares in
conjunction with the Company's shareholders' approval of the Share Purchase, or
tender the Investor Shares to the Company in response to any redemption or
tender offer that the Company may commence for its ordinary shares. Such waiver
by the Investor may reduce the number of ordinary shares redeemed in connection
with the Share Purchase, which reduction could alter the perception of the
potential strength of the business combination transaction contemplated by

the
SPA.











Commencing on the day after the Share Purchase Closing Date and prior to the one
(1) month anniversary of the Share Purchase Closing Date, the Investor may sell
its Investor Shares in the open market as long as the sales price exceeds $10.36
per Investor Share (such sale, the "Early Sale" and such shares, the "Early Sale
Shares"). If the Investor sells any Investor Shares in an Early Sale, the Escrow
Agent shall release from the Escrow Account (x) to the Investor an amount equal
to $0.05 per Early Sale Share sold by the Investor (the "Early Sale Premium")
and (y) to the Company an amount equal to $10.36 per Early Sale Share sold in
such Early Sale. If the Investor has sold Investor Shares in the open market
other than an Early Sale, the Escrow Agent shall release to the Company for the
Company's use without restriction an aggregate amount equal to the number of
Investor Shares sold multiplied by the Shares Purchase Price.



Within one (1) business day following the closing of the Share Purchase, the
Company will deposit into an escrow account with American Stock Transfer & Trust
Company (the "Escrow Agent"), subject to the terms of an escrow agreement, an
amount equal to the Shares Purchase Price multiplied by the aggregate number of
Investor Shares held by Investor as of the closing of the Share Purchase (the
"Escrowed Funds"). The Company's purchase of the Investor Shares will be made
with funds from the escrow account attributed to the Investor Shares. In the
event that an Investor sells any Investor Shares as provided for above, it shall
provide notice to the Company and the Escrow Agent within three (3) business
days of such sale (the "Open Market Sale Notice), and the Escrow Agent shall
release from the escrow account for the Company's use without restriction an
amount equal to the pro rata portion of the escrow attributed to the Investor
Shares which the Investor has sold.



In the event that the Investor chooses not to sell to the Company any Investor
Shares that the Investor owns as of the sixty (60) day anniversary of the Share
Purchase Closing Date, or if the Investor fails to timely provide notice of its
election to sell such Investor Shares to the Company, the Escrow Agent shall
release all remaining funds from the escrow account for the Company's use
without restriction.



Nothing in the Forward Purchase Agreement prohibits or restricts the Investor
from purchasing from third parties prior to the Share Purchase Closing Date
ordinary shares, including shares that have previously been tendered by third
parties for redemption in conjunction with the Company's shareholders' approval
of the Share Purchase, to the extent such third parties unwind such tenders for
redemption, or any warrants, convertible notes or options (including puts or
calls) of the Company; provided, the aggregate number of Investor Shares
(including any additional shares) owned by the Investor shall not exceed 125,000
ordinary shares of the Company, unless otherwise agreed in writing by all
parties.



The Forward Purchase Agreement contain customary representations, warranties and
covenants from the parties. The Company' obligation to consummate the
transactions contemplated by the Forward Purchase Agreement are subject to the
consummation of the Share Purchase.



The Company agreed to indemnify the Investor and its respective officers,
directors, employees, agents and shareholders (collectively referred to as the
"Indemnitees") against, and hold them harmless of and from, any and all loss,
liability, cost, damage and expense, including without limitation, reasonable
and documented out-of-pocket outside counsel fees, which the Indemnitees may
suffer or incur by reason of any action, claim or proceeding, in each case,
brought by a third party creditor of the Company, EUDA Health or any of their
respective subsidiaries asserting that Investor is not entitled to receive the
aggregate Share Purchase Price or such portion thereof as it is entitled to
receive pursuant to the Forward Purchase Agreement, unless such action, claim or
proceeding is the result of the fraud, bad faith, willful misconduct or gross
negligence of any Indemnitee.



The Forward Purchase Agreement may be terminated: (i) by mutual written consent
of the Company and the Investor; (ii) automatically if the Company's
shareholders fail to approve the Share Purchase before November 24, 2022 (the
"Outside Date"), as the Outside Date may be extended pursuant to the SPA, or if
the closing of the Share Purchase does not occur for any reason; and (iii) prior
to the closing of the Share Purchase by the Investor if there occurs a Company
Material Adverse Effect (as defined in that the SPA), or by the Investor if the
Escrow Agreement is not executed (by any party to the Escrow Agreement other
than the Investor) for any reason on or before the Share Purchase Closing Date.

The primary purpose of entering into the Forward Purchase Agreement is to help ensure that certain Nasdaq initial listing requirements will be met, and therefore increases the likelihood that the Business Combination will close.





Waiver Agreement to the SPA

On November 7, 2022, 8i and the Seller entered into a Waiver Agreement (the "Waiver Agreement") waiving among other things, the following conditions to closing of the SPA (the "Closing"), effective as of the date of Closing:

? that United Overseas Bank Limited has consented in writing to the consummation

of the SPA under each of the Banking Facility Agreement dated August 21, 2019

between Kent Ridge Healthcare Singapore Private Limited (formerly known as

Sheares HMO Private Limited) and United Overseas Bank Limited and the Deed of

Debenture dated October 16, 2019 between Kent Ridge Healthcare Singapore

Private Limited and United Overseas Bank Limited;

? that Funding Societies Private Limited has consented in writing to the

consummation of the Transaction under the Note issuance agreement (bolt term

financing) dated February 23, 2022, along with the investment note certificate

dated February 24, 2022 representing the aggregate value of S$100,000 between . . .




Item 8.01 Other Events



The following disclosures supplement the disclosures contained in the definitive
proxy statement, which was filed by the Company with the U.S. Securities and
Exchange Commission (the "Commission") on October 13, 2022, and distributed on
or about October 17, 2022 to the Company's stockholders of record as of the
close business on October 10, 2022 in connection with the Business Combination
(the "Definitive Proxy Statement").



The following disclosures should be read in conjunction with the disclosures
contained in the Definitive Proxy Statement, which should be read in its
entirety. To the extent that information set forth herein differs from or
updates information contained in the Definitive Proxy Statement, the information
contained herein supersedes the information contained in the Definitive Proxy
Statement. All page references are to pages in the Definitive Proxy Statement,
and any defined terms used but not defined herein shall have the meanings set
forth in the Definitive Proxy Statement.

Supplements to the Definitive Proxy Statement





The Definitive Proxy Statement is amended and supplemented on page 21 by adding
the following to the "SUMMARY OF THE PROXY STATEMENT - Other Agreements Relating
to the Business Combination" section of the Definitive Proxy Statement.



Forward Purchase Agreement



On November 1, 2022, 8i and Greentree Financial Group, Inc., a Florida
corporation ("Greentree") entered into an agreement (the "Forward Purchase
Agreement") pursuant to which, among other things, (a) Greentree intends, but is
not obligated, to purchase 8i's Ordinary Shares, after the date of the Forward
Purchase Agreement from holders of the Ordinary Shares, other than 8i or its
affiliates, who have redeemed their Ordinary Shares or indicated an interest in
redeeming the Ordinary Shares they hold pursuant to the redemptions rights set
forth in 8i's Current Charter in connection with the Business Combination; and
(b) Greentree has agreed to waive any redemption rights in connection with the
Business Combination with respect to any Ordinary Shares it purchases in
accordance with the Forward Purchase Agreement. Such waiver by Greentree may
reduce the number of Ordinary Shares redeemed in connection with the Share
Purchase, which reduction could alter the perception of the potential strength
of the Business Combination transaction contemplated by the SPA. To the extent
Greentree purchases 8i's Ordinary Shares in accordance with the Forward Purchase
Agreement, Greentree may elect to sell and transfer to 8i, and 8i has agreed to
purchase, in the aggregate up to 125,000 Ordinary Shares (the "Investor Shares")
then held by Greentree on the sixty (60) day anniversary of the date of the
closing of the Share Purchase, and pay Greentree at a price of $10.41 per
Investor Share (the "Investor Shares Purchase Price"), out of the funds held in
the Trust Account, the Escrowed Funds (as such term is defined in the "Proposal
No. 1 - The Business Combination Proposal - Ancillary Agreements to the SPA").

Agreement for Advisory Services





On October 18, 2022, Seller and GSV Capital Partners LLC ("GSV") entered into an
Agreement for Advisory Services pursuant to which, among other things, (a)
Seller retained GSV to facilitate the Forward Purchase Transaction; and (b) GSV
will receive from Seller up to 50,000 Ordinary Shares of 8i following the
closing of the Business Combination as payment for its advisory services,
provided that Greentree has not breached any terms of the Forward Purchase
Agreement. On November 6, 2022, Seller and GSV reached an oral agreement to
reduce the consideration to GSV from 50,000 shares to 12,500 shares.



The Definitive Proxy Statement is amended and restated on pages 29 through 31
under "SELECTED UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION" section of
the Definitive Proxy Statement.



          SELECTED UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION



The following summary unaudited pro forma combined financial data gives effect
to the Business Combination and the other transactions contemplated by the SPA
described in the section titled "Unaudited Pro Forma Combined Financial
Information".



The summary pro forma data have been derived from, and should be read in
conjunction with, the unaudited pro forma combined financial information of 8i
appearing elsewhere in this supplement and the Definitive Proxy Statement and
the accompanying notes. The unaudited pro forma combined financial information
is based upon, and should be read in conjunction with, the historical
consolidated financial statements of 8i and EUDA and related notes included in
the Definitive Proxy Statement. The summary pro forma data have been presented
for informational purposes only and are not necessarily indicative of what the
Combined Company's financial position or results of operations actually would
have been had the Business Combination been completed as of the dates indicated.
In addition, the summary pro forma data do not purport to project the future
financial position or operating results of the Combined Company.

The unaudited pro forma combined financial information included in this supplement and the Definitive Proxy Statement has been prepared using the assumptions below with respect to the potential redemption into cash of 8i's ordinary shares:





? Scenario 1--Assuming No Redemptions: This presentation assumes that no public
shareholders exercise redemption rights with respect to their ordinary shares
for a pro rata share of the funds in 8i's Trust Account.



? Scenario 2--Assuming Maximum Redemptions: This presentation assumes that
shareholders holding 7,487,500 8i ordinary shares will exercise their redemption
rights for their pro rata share (approximately $10.03 per share) of the funds in
the trust account. The maximum redemption amount is derived so that there is a
minimum market value of unrestricted publicly held shares of $20.0 million,
after giving effect to the payments to redeeming shareholders. Scenario 2
includes all adjustments contained in Scenario 1 and presents additional
adjustments to reflect the effect of the maximum redemptions.



The historical financial information has been adjusted to give effect to the
expected events that are related and/or directly attributable to the
transactions and are factually supportable. The adjustments presented in the
selected unaudited pro forma condensed combined financial statements have been
identified and presented to provide relevant information necessary for an
accurate understanding of the Combined Company upon consummation of the
transactions.

This information should be read together with 8i's and EUDA's financial statements and related notes, "8i's Management's Discussion and Analysis of Financial Condition and Results of Operations," "EUDA's Management's Discussion and Analysis of Financial Condition and Results of Operations" and other financial information included elsewhere in the Definitive Proxy Statement.





The selected unaudited pro forma condensed combined financial information is
presented for illustrative purposes only. Such information is only a summary and
should be read in conjunction with the section titled "Unaudited Pro Forma
Combined Financial Information." The financial results may have been different
had the companies always been combined. You should not rely on the selected
unaudited pro forma condensed combined financial information as being indicative
of the historical results that would have been achieved had the companies always
been combined or the future results that the Combined Company will experience.



                                         For the Six Months Ended June 30, 2022
                                                                         Pro Forma           Pro Forma
                                                                         Combined             Combined
                                                                        Assuming No       Assuming Maximum
                                        8i               EUDA           Redemptions         Redemptions
Statements of Operations Data:
Revenues                           $           -     $  5,095,060     $     5,095,060     $      5,095,060
Cost of revenues                               -        3,163,172           3,163,172            3,163,172
Gross profit                                   -        1,931,888           1,931,888            1,931,888
Operating expenses                     1,760,114        3,591,873           2,817,987            2,817,987

Loss from operations                  (1,760,114 )     (1,659,985 )          (886,099 )           (886,099 )
Other income (expense), net              222,166          122,371             122,371              122,371
Loss before income taxes              (1,537,948 )     (1,537,614 )          (763,728 )           (763,728 )
Provision for income taxes                     -           97,953              97,953               97,953
Net loss                              (1,537,948 )     (1,635,567 )          (861,681 )           (861,681 )
Less: Net income attributable to
noncontrolling interest                        -            2,226               2,226                2,226
Net loss attributable to
ordinary shareholders              $  (1,537,948 )   $ (1,637,793 )   $      (863,907 )   $       (863,907 )
Basic and diluted weighted
average shares outstanding of
redeemable ordinary shares             8,625,000                                    -                    -
Basic and diluted net loss per
redeemable ordinary share          $       (0.13 )                    $             -     $              -
Basic and diluted weighted
. . .

Item 9.01. Financial Statements and Exhibits





(d) Exhibits:



Exhibit
No.       Description
10.1        Forward Purchase Agreement, dated November 1, 2022
10.2        Wavier Agreement, dated November 7, 2022
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

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