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
10, 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
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001-38849
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N/A
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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6
Eu Tong Sen Street
#08-13
The Central
Singapore
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059817
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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]
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Written
communications pursuant to Rule 425 under the Securities Act
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Ordinary
Shares
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JFK
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The
Nasdaq Stock Market LLC
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Warrants
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JFKKW
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The
Nasdaq Stock Market LLC
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Units
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JFKKU
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The
Nasdaq Stock Market LLC
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Rights
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JFKKR
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The
Nasdaq Stock Market LLC
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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
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 their respective directors, executive
officers and employees and other persons may be deemed to be participants in the solicitation of proxies from the holders of JFK
ordinary shares in respect of the proposed transactions described herein (the “Business Combination”). Information
about JFK’s directors and executive officers and their ownership of JFK’s ordinary shares is set forth in JFK’s
Prospectus, dated March 27, 2019, and Annual Report on Form 10-K, dated September 19, 2019, filed with the Securities and Exchange
Commission (the “SEC”), as modified or supplemented by any Form 4 filed with the SEC since the date of such filing.
Other information regarding the interests of the participants in the proxy solicitation is 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
(the “Form F-4”). These documents can be obtained free of charge from the sources indicated above.
In
connection with the Business Combination described herein, Singapore NewCo has filed the Form F-4, which includes and serves as
a proxy statement/prospectus for JFK’s shareholders. JFK has mailed the definitive proxy statement/prospectus and a proxy
card to each shareholder entitled to vote at the meeting relating to the approval of the Business Combination and other proposals
set forth in the proxy statement. INVESTORS AND SECURITY HOLDERS OF JFK ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS
OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE BUSINESS COMBINATION THAT JFK WILL FILE WITH THE
SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT JFK, SINGAPORE NEWCO, BVI NEWCO, DIGINEX
AND THE BUSINESS COMBINATION. The definitive proxy statement/prospectus and other relevant materials in connection with the Business
Combination (when they become available), and any other documents filed by JFK with the SEC, may be obtained free of charge at
the SEC’s website (www.sec.gov) or by writing to 8i Enterprises Acquisition Corp, 6 Eu Tong Sen Street, #08-13 The Central,
Singapore.
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 JFK, Singapore NewCo,
BVI NewCo and 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
7.01. Regulation FD Disclosure
8i
Enterprises Acquisition Corp. (the “Company”) retained and compensated Fundamental Research Corp. to prepare a research
report on the Company and Diginex Ltd. The research report attached hereto as Exhibit 99.1 is being furnished pursuant to Item
7.01 of this Current Report and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that Section.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits:
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 11, 2020
8i
ENTERPRISES ACQUISITION CORP.
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By:
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/s/
James Tan
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Name:
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James
Tan
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Title:
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Chief
Executive Officer
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