8i Enterprises Acquisition Corp.

It is the running record of a deadline being bought, twice. JFK started with 12 months from its IPO. It then extended from 1 April 2020 to 30 June 2020 by paying $575,000 of working capital into the Wilmington Trust account, and on 24 June 2020 extended again to 30 September 2020 - the Second Extension Deadline - with another $575,000, having twice adjourned the shareholder meeting. The document also states the liquidation outcome in dollars: if the combination is not completed within 15 months (or 18), public shareholders receive USD $10.00 per share and the rights expire worthless.

The extension is funded and effected: $575,000 into the trust, split equally between the sponsor affiliate and the target, taking the completion date to September 30, 2020 against a September 28, 2020 outside closing date and a September 15, 2020 meeting deadline. Both notes are interest-free and payable five business days after a business combination completes, so neither is repaid if the deal fails. The target paying half the extension fee is the notable term — Diginex is now funding JFK's clock.

A second adjournment rather than a vote: the Diginex business combination has still not been put to shareholders, and the meeting now moves another three months out to September 15, 2020. The operative date for a holder is stated in the report — redemptions run to September 11, 2020. Note that JFK's own extension deposit reported in March covered the period only to June 30, 2020, so this adjournment implies further extension steps that this report does not describe.

The January 31, 2020 10-Q described the same clock as April 1, 2020 extendable to October 1; this one describes June 30, 2020 extendable to October 1, so the intermediate extension has already been taken and the two documents are not directly comparable on the deadline - detect only, nothing written. With $3,965 of cash the company is entirely dependent on related-party funding, and the further extension is a payment someone must elect to make. The $58,670,439 is an April 30, 2020 balance, not a redemption price. Cover 7,427,500 reconciles to 5,037,432 + 2,390,068.

The sellers' take rises materially — 5,000,000 more shares up front and 7,000,000 more earnout shares over a longer window — while JFK's side takes on covenants aimed at keeping the deal fundable: a $15,000,000 minimum in trust after redemptions (before transaction fees), a further Diginex placement of at least $15,000,000 by closing, conversion of the sponsor's promissory notes into private units, and best efforts to have Chardan convert $1,725,000 of deferred underwriting into shares at $10.00 with a six-month lock-up.

This is the deposit that bought the Diginex deal more time: the report states the completion period ran to April 1, 2020 and now runs to June 30, 2020, which sits behind the June 15 adjourned meeting and the June 11 redemption date JFK reported days earlier. It adds $575,000 to the trust at the sponsor affiliate's expense, not the holders', and it is repayable only if a combination closes — a liquidation would leave the note unpaid.

The Diginex business combination itself was not put to a vote: the sole proposal was an adjournment moving the meeting almost three months out. The report gives holders the operative date directly — redemptions run to June 11, 2020, two business days before the adjourned meeting — so this is an actionable filing rather than a procedural one. Note that 1,677,500 of the shares outstanding were already contractually committed in favour, so the for-column is not all independent support.

The forecast is the material fact: while the acquisition was pending, the target cut its own fiscal-2020 revenue outlook from $2.1 million to $0.6 million, citing a delayed capital markets transaction and the probable cancellation of another mandate. The same report shows heavy pre-closing equity issuance at Diginex — 156,130 shares since October 1, 2019 for $25.2 million of consideration ($15.9 million cash, $9.3 million in technology and consultancy services), with 2,437 more shares promised for $0.4 million of consultancy.

This is a going-concern 10-Q filed three weeks before its own stated April 1, 2020 outer date, with $28,759 of cash outside trust and a $720,000 related-party payable - the extension is a sponsor funding decision, not a certainty. Trust figures are as of Jan 31, 2020 and are not a redemption price. Detect-only: the April 1 / October 1, 2020 dates and the $575,000 deposit are quoted from the document and were not written to any status, deadline or trust field. Cover count 7,427,500 at Mar 9, 2020 reconciles exactly (5,060,358 + 2,367,142).

Working-capital funding ahead of the pending Diginex combination came from the sponsor's affiliate and from the target itself, so two of the parties financing the deal were also its beneficiaries. The Pte Note converts into $10.00 units rather than being repaid in cash, adding share, warrant and rights dilution at closing, and both notes are payable only if a combination closes.

This is the first hard calendar in the Diginex file: a record date that had already passed when the report was filed (February 20) and a meeting date of March 20, 2020. The vote is on a share exchange agreement with Diginex dated July 9, 2019, amended by the amendment and joinder of October 8, 2019 and a second amendment of January 28, 2020, with the proxy statement/prospectus inside a Form F-4 filed by the Singapore holding company. The report states no redemption deadline, trust figure or minimum-cash condition, and Item 7.01 material is furnished rather than filed.

Four amendments in, the registered amounts have not moved, so the review has been about disclosure rather than size. The renaming of the Singapore registrant to Diginex Limited is the visible change on the cover and matters for identification: a holder tracking the deal by registrant name will find the same registration number under a different issuer name. The proxy statement/prospectus remains subject to completion and the meeting date is still blank, so no vote or redemption deadline can be read from this version.

Raising the permitted private placement from $30 million to $50 million enlarges by $20 million the amount of stock the target may sell before closing without breaching the agreement, and a JFK holder who does not redeem absorbs that issuance on top of the 20,000,000 shares going to the Sellers. The registered amounts did not move with it — the fee table still covers 7,427,500 ordinary shares, 599,000 shares on conversion of rights and 2,995,000 shares underlying warrants. The meeting date and the proxy statement date remain blank at this third amendment.

Related-party working capital at the sponsor’s risk: the filing states that if the Company does not close a business combination the note will not be repaid, so the trust is not the source of repayment. The conversion feature means a closing would add sponsor-side units at $10.00 rather than settle in cash. The report states no amount drawn, no maturity date other than closing, and nothing about the Diginex transaction’s terms or timetable.

This is a term change to the announced business combination, not a communication: the pre-closing private placement Diginex may raise is doubled from the level set three months earlier. The report gives no other amended term — it states no consideration, no minimum-cash condition, no vote date, no outside date and no trust or redemption figures, and says its description is qualified by the Exhibit 2.1 text. Signed by CEO James Tan and dated January 30, 2020.

The amendment’s own text says so expressly: except for that one definition, the share exchange agreement as previously amended remains unchanged and in full force. So the deal communication carries a single economic change — the permitted pre-closing raise at Diginex rises from $30 million to $50 million — and nothing about the exchange ratio, the vote, JFK’s trust or redemptions. Read as a 425 it is the deal-terms counterpart to the officer-appointment 425 filed a day earlier.

The 20,000,000 Singapore NewCo ordinary shares issued to the Diginex Sellers remain the measure of what a JFK holder is diluted by, with 2,000,000 of those — not fully paid at issuance — escrowed for twelve months against indemnification claims. At this second amendment the meeting particulars are still blank: the date, time and place are unfilled and the proxy statement/prospectus is undated, so no vote or redemption deadline can be read from the filing. JFK holders are being moved from a British Virgin Islands company into a Singapore one.

Sponsor working capital convertible into units at $10.00 rather than repaid in cash — so $70,000 of debt can become 7,000 units carrying the same share, right and warrant components the public bought at the same price, without the sponsor paying trust-level value. Repayment is triggered only by a closing, so the company bears no obligation if there is none. The amount is small; the mechanism is what sets the conversion price for any further draws on the same terms.

A receivable due from Diginex is on the balance sheet, so the company is advancing or has been billed against a named counterparty rather than an unspecified target — a related transaction is far enough along to generate an intercompany balance. Amounts due to a related party more than doubled to $650,000 while cash outside the trust fell to $161,439, so the search is being funded on sponsor credit. Redemption value is carried at exactly $10.00 per share.

The fee table sizes what a public holder ends up beside: 7,427,500 ordinary shares at 10.00, 599,000 ordinary shares issuable on conversion of rights at 10.00, 5,990,000 redeemable warrants, and 2,995,000 ordinary shares underlying those warrants at 11.50, an aggregate offering price of 114,707,500 and a fee of $14,889.05. Against those, the Diginex sellers alone receive 20,000,000 shares, so the target's holders take the clear majority of the combined company. The meeting date, record date and location are all blank in this version.

The amendment moved the issuer: Singapore NewCo ordinary shares are issued to the Sellers in place of JFK ordinary shares, so a JFK holder ends up in a Singapore company rather than a British Virgin Islands one. Of the 20,000,000 shares issued to the Sellers, 2,000,000 — which will not be fully paid at issuance — are held in escrow for twelve months against indemnification claims. The fee table registers 7,427,500 ordinary shares, 599,000 shares on conversion of rights, 5,990,000 redeemable warrants and 2,995,000 shares underlying them.

What changed: Item 5.07: At 8i Enterprises' special meeting held by teleconference on September 15, 2020, shareholders adopted the Reincorporation Merger Proposal (5,862,104 for, 173,561 against, 400 abstaining) and the Share Exchange Agreement as amended through the Fourth Amendment (5,502,013 for, 533,652 against, 400 abstaining). Of 7,427,500 ordinary shares outstanding on the February 20, 2020 record date, 6,036,065 were voted. The filing states holders of 3,423,625 ordinary shares elected to have their shares redeemed for cash. Why it matters: Both approvals for the Diginex transaction are now on the record, and so is the redemption count: 3,423,625 shares tendered against 7,427,500 shares outstanding on the record date, a figure that includes founder shares. Note the document's own description of the consideration is internally garbled — 'the issuance by Sellers of an aggregate of $25,000,000 Singapore NewCo Ordinary Shares' names the wrong issuer and states a dollar amount as a share count, so it is reported here as written and not relied on.

What changed: FY2020 10-K (July 31 year end) with substantial doubt stated by the auditor: the company must consummate a combination before October 1, 2020 or begin an automatic winding up unless shareholders consent to extend. Ordinary shares subject to possible redemption fell to 4,984,906 at $49,849,060 from 5,069,297 at $50,692,965. Net loss was $843,899 on $1,352,149 of costs against $508,250 of trust interest. Liquidity has come from $2,217,601 advanced by a Sponsor affiliate, and a $387,500 payable to Diginex - the counterparty to the July 9, 2019 share exchange - sits in current liabilities. Why it matters: The shell is being financed by the sponsor's affiliate and, in part, by the target itself, with extension deposits taken as notes that are NOT repaid if no combination closes. A typo worth a human's eye: the risk factor requires net tangible assets 'of no less than $5,000,0001', an extra digit on the $5,000,001 threshold that recurs throughout SPAC documents. Detect-only: the October 1 / September 30, 2020 dates and the $10.00 carrying value were not written to any deadline, trust or floor field.

What changed: Item 7.01 (Regulation FD): 8i Enterprises reports that it retained and compensated Fundamental Research Corp. to prepare a research report on the company and Diginex Ltd., and furnishes that report as Exhibit 99.1, dated September 10, 2020. The filing states the information is furnished and shall not be deemed filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. No other item is reported. Why it matters: The second commissioned research report this SPAC has furnished in a week — Diamond Equity Research on September 4, 2020, Fundamental Research Corp. here — each disclosed in the 8-K as retained AND PAID FOR by 8i Enterprises. A reader who meets either report away from EDGAR would not know that; these filings are where the sponsorship is on the record. Nothing about deal terms, the trust or the meeting changes.

What changed: Items 1.01 and 2.03: On September 4, 2020 8i Enterprises issued an unsecured promissory note of $280,000 to 8i Enterprises Pte Ltd, an entity controlled by its Chairman and CEO. The note bears no interest, matures on the closing of a business combination, and is convertible into units at a stated $10.00 per share, each unit being one ordinary share, one redeemable warrant and one right to one-tenth of an ordinary share. If no business combination closes, the filing states the note will not be repaid. Item 8.01 furnishes dial-in details for the September 15, 2020 special meeting. Why it matters: A related-party working-capital loan from the CEO's own entity, convertible into the same unit package public holders bought, days before the shareholder meeting. Two features are worth a holder's attention as stated: the note is non-recourse to the trust in substance — it is simply not repaid if no deal closes — and conversion would add shares, warrants and rights at $10.00 without any cash coming in at that point.

What changed: Item 7.01 (Regulation FD): 8i Enterprises reports that on September 8, 2020 Diginex issued a press release announcing it had successfully completed a US$20 million capital raise, and furnishes that press release as Exhibit 99.1. The filing states the information is furnished and shall not be deemed filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. No other item is reported and the body of the document is under 1,100 characters. Why it matters: Capital raised at the TARGET before closing, not at the SPAC: the $20 million is Diginex's, and this 8-K states only that the raise was announced, with no terms, instrument, investors or use of proceeds given in the report itself. Those would sit in the exhibit. It bears on the share exchange because target-level financing changes what the combined company brings to closing.