425

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

September 22, 2020

Date of Report (Date of earliest event reported)

8i Enterprises Acquisition Corp

(Exact Name of Registrant as Specified in its Charter)

British Virgin Islands	001-38849	n/a
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification  No.)

6 Eu Tong Sen Street #08-13 The Central Singapore 059817	n/a
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: +65 67880388

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[X]	Written communications pursuant to Rule 425 under the Securities Act
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares	JFK	The Nasdaq Stock Market LLC
Warrants	JFKKW	The Nasdaq Stock Market LLC
Units	JFKKU	The Nasdaq Stock Market LLC
Rights	JFKKR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

IMPORTANT NOTICES

Forward looking Statements

This Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended by the Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the pending business combination by and among 8i Enterprises Acquisition Corp, a British Virgin Islands business company (“JFK”), Diginex Limited, a Singapore public company limited by shares (“Singapore NewCo”), DIGITAL INNOVATIVE LIMITED, a British Virgin Islands business company (“BVI NewCo”), and Diginex Limited, a Hong Kong company (“Diginex”)and the transactions contemplated thereby, and the parties’ perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the proposed transaction, including the anticipated initial enterprise value and post-closing equity value, the benefits of the proposed transaction, expected revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, expected management and governance, the ability to close the business combination, and the expected timing of the transactions contemplated by the (i) merger agreement by and among Singapore NewCo, BVI NewCo and JFK, dated October 8, 2019, and (ii) share exchange agreement by and among JFK, Diginex, the stockholders of Diginex set forth therein (the “Sellers”), and Pelham Limited, as the representative of the Sellers (the “Representative”), dated July 9, 2019 (the “Share Exchange Agreement”), as amended by the amendment and joinder to the Share Exchange Agreement, dated October 8, 2019, by and among JFK, Singapore NewCo, BVI NewCo, the Sellers, Diginex and the Representative (the “Amendment,” and together with the Share Exchange Agreement, the “Amended Share Exchange Agreement”), as further amended by the second amendment to the Share Exchange Agreement, dated January 28, 2020 by and among JFK, Singapore NewCo, BVI NewCo, the Sellers, Diginex and the Representative (the “Second Amendment,” and together with the Amended Share Exchange Agreement, the “Second Amended Share Exchange Agreement”), as further amended by the third amendment to the Share Exchange Agreement, dated May 6, 2020 by and among JFK, Singapore NewCo, BVI NewCo, the Sellers, Diginex and the Representative (the “Third Amendment,” and together with the Second Amended Share Exchange Agreement, the “Third Amended Share Exchange Agreement”), and as further amended by the fourth amendment to the Share Exchange Agreement, dated June 24, 2020 by and among JFK, Singapore NewCo, BVI NewCo, the Sellers, Diginex and the Representative (the “Fourth Amendment,” and together with the Third Amended Share Exchange Agreement, the “Fourth Amended Share Exchange Agreement”). The words “expect,” “believe,” “estimate,” “intend,” “plan,” and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.

Such risks and uncertainties include, but are not limited to: (i) risks related to the expected timing and likelihood of completion of the business combination, including the risk that the Business Combination may not close due to one or more closing conditions to the Business Combination not being satisfied or waived on a timely basis or otherwise; (ii) the occurrence of any event, change or other circumstances that could give rise to the termination of the Fourth Amended Share Exchange Agreement; (iii) the risk that there may be a material adverse effect on the business, properties, assets, liabilities, results of operations or condition (financial or otherwise), of Diginex or its subsidiaries, taken as a whole; (iv) risks related to disruption of management time from ongoing business operations due to the proposed Business Combination; (v) the risk that any announcements relating to the proposed business combination could have adverse effects on the market price of JFK’s ordinary shares; (vi) risks related to the recent outbreak of the novel coronavirus (COVID-19) and its effects on the Business Combination; and (vii) other risks and uncertainties indicated from time to time in the Form F-4, including “Risk Factors” therein, and other factors identified in JFK’s and Singapore NewCo’s prior and future filings with the SEC, available at www.sec.gov.

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and JFK, Singapore NewCo, Diginex, and their respective subsidiaries undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.

Item 8.01. Other Events

8i Enterprises Acquisition Corp, a British Virgin Islands business company (“JFK”), is updating the unaudited pro forma combined statement of financial position that was included in the proxy statement/prospectus included in the Registration Statement on Form F-4/A jointly filed by Singapore NewCo and JFK pertaining to the business combination filed with the Securities and Exchange Commission on June 30, 2020 (the “Form F-4/A”).

The attached updated unaudited pro forma combined statement of financial position as of July 31, 2020 assumes that the business combination is approved and all shares issuable upon closing will be those of Diginex Limited, a Singapore public company limited by shares (“Singapore NewCo”), and reflects the redemption of 3,423,625 shares for cash by JFK stockholders upon the consummation of the business combination.

The attached unaudited pro forma combined statement of financial position as of July 31, 2020 combines the unaudited statement of financial position of Diginex as of August 31, 2020 with the audited balance sheet of JFK as of July 31, 2020 giving effect to the business combination as if it had been consummated as of July 31, 2020.

The unaudited pro forma combined statement of financial position should be read in conjunction with the accompanying notes. In addition, the unaudited combined pro forma financial information was based on and should be read in conjunction with the historical financial statements and the accompanying notes, which are included in the proxy statement/prospectus included in the Registration Statement on Form F-4/A:

The historical financial information has been adjusted to give pro forma effect to events that are related and/or directly attributable to the business combination, are factually supportable and are expected to have a continuing impact on the results of the combined company. The adjustments presented on the unaudited pro forma 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 business combination.

The unaudited pro forma combined financial information is presented for illustrative purposes only. The financial results may have been different had the companies been combined for the referenced periods. You should not rely on the unaudited pro forma combined financial information as being indicative of the historical results that would have been achieved had the companies been combined for the referenced periods or the future results that the combined company will experience. Diginex and JFK have not had any historical relationship prior to the business combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The historical financial information of JFK has been adjusted to give effect to the differences between US GAAP and IFRS as issued by the IASB for the purposes of the combined unaudited pro forma financial information. No adjustments were required to convert JFK’s financial statements from US GAAP to IFRS for purposes of the combined unaudited pro forma financial information, except to classify JFK’s ordinary shares subject to redemption as non-current liabilities under IFRS. The adjustments presented in the unaudited pro forma combined financial information have been identified and presented to provide relevant information necessary for an accurate understanding of the combined company after giving effect to the business combination.

The unaudited pro forma combined statement of financial position as of July 31, 2020 is included with this report as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Unaudited Pro Forma Combined Statement of Financial Position as of July 31, 2020

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 22, 2020

8I ENTERPRISES ACQUISITION CORP

By:	/s/ James Tan
Name:	James Tan
Title:	Chief Executive Officer

EX-99.1

Exhibit 99.1

PRO FORMA COMBINED STATEMENT OF FINANCIAL POSITION AS OF JULY 31, 2020

(UNAUDITED)

	(A)			(B)			Reflecting Actual Redemptions on September 11, 2020
	Diginex			JFK			Pro Forma Adjustments				Pro Forma Balance Sheet
ASSETS
Property, plant and equipment	$	960,994		$	-		$	-			$	960,994
Right-of-use assets		1,922,737			-			-				1,922,737
Software development		14,280,226			-			-				14,280,226
Financial assets at fair value through profit or loss		100,276			-			-				100,276
Financial assets at amortized cost		403,191			-			-				403,191
Prepayment, deposits and other receivables		53,840			-			-				53,840
Cash held in Trust Account		-			59,246,412			(59,246,412	)	(1)		-
Non-current assets		17,721,264			59,246,412			(59,246,412	)			17,721,264
Trade receivables		4,545			-			-				4,545
Prepayment, deposits and other receivables		4,257,057			72,879			(387,500	)	(10)		3,942,436
Client assets		2,705,371			-			-				2,705,371
Amounts due from an associate		276,234			-			-				276,234
Amounts due from shareholders		24,724			-			-				24,724
Cash and cash equivalents		3,196,052			5,382			59,246,651		(1)		25,176,856
								(1,852,403	)	(2)
								(472,597	)	(3)
								(35,276,229	)	(4)
								330,000		(8)
Current assets		10,463,983			78,261			21,587,922				32,130,166
TOTAL ASSETS	$	28,185,247		$	59,324,673		$	(37,658,490	)		$	49,851,430
EQUITY
Ordinary shares, no par value; unlimited shares authorized; 2,442,594 shares (excluding 4,984,906 shares subject to possible redemption) issued and outstanding at July 31, 2020	$	-		$	6,237,441		$	250,000,000		(5)	$	283,169,991
								18,500,000		(6)
								5,990,000		(7)
								2,442,550		(9)
Share capital		54,726,575			-			(54,726,575	)	(5)		-
Additional paid-in capital		-			-			14,572,831		(4)		(166,664,594	)
								(196,510,850	)	(5)
								(5,990,000	)	(7)
								(222,050	)	(9)
								21,485,475		(11)
Share-based payment reserve		26,327,185			-			-				26,327,185
Exchange fluctuation reserve		(313,316	)		-			-				(313,316	)
Accumulated earnings (deficit)		(89,826,227	)		(1,237,425	)		239		(1)		(108,453,391	)
								(127,403	)	(2)
								1,237,425		(5)
								(18,500,000	)	(6)
Non-controlling interest		(343,776	)		-			-				(343,776	)
Total equity		(9,429,559	)		5,000,016			38,151,642				33,722,099
LIABILITIES
Lease liabilities		148,488			-			-				148,488
Ordinary shares subject to possible redemption, 4,984,906 shares at redemption value at July 31, 2020		-			49,849,060			(49,849,060	)	(4)		-
Deferred underwriters’ discount		-			1,725,000			(1,725,000	)	(2)		-
Non-current liabilities		148,488			51,574,060			(51,574,060	)			148,488
Other payables and accruals		11,693,996			471,681			(471,681	)	(3)		11,329,870
								(364,126	)	(11)
Due to related party		-			1,891,416			(916	)	(3)		-
								330,000		(8)
								(2,220,500	)	(9)
Convertible bond		21,121,349			-			(21,121,349	)	(11)		-
Client liabilities		2,705,371			-			-				2,705,371
Due to Diginex		-			387,500			(387,500	)	(10)		-
Amounts due to directors		63,285			-			-				63,285
Lease liabilities		1,882,317			-			-				1,882,317
Current liabilities		37,466,318			2,750,597			(24,236,072	)			15,980,843
Total liabilities		37,614,806			54,324,657			(75,810,132	)			16,129,331
TOTAL EQUITY AND LIABILITIES	$	28,185,247		$	59,324,673		$	(37,658,490	)		$	49,851,430

Pro Forma Adjustments to the Unaudited Combined Statement of Financial Position

(A)	Derived from the unaudited consolidated statement of financial position of Diginex as of August 31, 2020.
(B)	Derived from the audited balance sheet of JFK as of July 31, 2020, as adjusted for the reclassification of JFK’s ordinary shares subject to redemption as non-current liabilities under IFRS due to the nature of the ordinary shares subject to redemption.
(1)	To reflect income earned from the trust account and the release of cash from investments held in the trust account.
(2)	To reflect payment of estimated other professional fees related to the Business Combination.
(3)	To record payment of payables.
(4)	To reflect actual redemption of 3,423,625 shares into cash by JFK stockholders on consummation of the Business Combination.
(5)	To reflect recapitalization of Diginex through the contribution of the share capital in Diginex to JFK, and the issuance of 25,000,000 ordinary shares and the elimination of the historical accumulated deficit of JFK, the accounting acquiree.
(6)	To reflect the issuance of 1,850,000 shares, valued at $10 per share, to service providers at Closing.
(7)	To reflect the issuance of 599,000 shares, valued at $10 per share, from the conversion of rights at Closing.
(8)	To reflect the issuance of unsecured promissory note to related parties.
(9)	To reflect the repayment of unsecured promissory note to related parties by issuing stock and rights that will automatically converted into stock at closing.
(10)	To reflect the elimination of the unsecured promissory note issued by JFK to Diginex upon closing.
(11)	To reflect the conversion of Diginex convertible bond and accrued interest at Closing.