October 30, 2018
James Tan
Chief Executive Officer
8i Enterprises Acquisition Corp.
6 Eu Tong Sen Street
#08-13 The Central
Singapore 059817
Re: 8i Enterprises Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted October 1, 2018
CIK No. 0001753648
Dear Mr. Tan:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.
Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Draft Registration Statement on Form S-1
Cover page
1. We note your disclosure that you cannot guarantee that your securities
will be approved
for listing on Nasdaq. Please tell us whether your offering is
contingent upon obtaining
Nasdaq listing approval and if it is not, please revise your cover page
accordingly and add
related disclosure under an appropriate heading in the Risk Factors
section.
Prospectus Summary, page 2
James Tan
FirstName LastNameJames Tan
8i Enterprises Acquisition Corp.
Comapany Name8i Enterprises Acquisition Corp.
October 30, 2018
October 30, 2018 Page 2
Page 2
FirstName LastName
2. Please expand your summary to balance the discussion of your
competitive advantages,
strategy and investment criteria with a summary discussion of the
risks and challenges you
will fact in implementing your strategy, such as limitations on
conversion rights, the lack
of liquidity while you search for am acquisition candidate, the
difficulty in identifying
acquisition candidates that meet your investment criteria and your
discretion in deviating
from these criteria.
Background and Competitive Advantages, page 3
3. Please balance your disclosure regarding management team's backgrounds
with
information about their involvement with any companies that generated
losses or failed to
complete a business combination. Additionally, please tell us how your
management
team's experience is distinguished among similar blank check companies
or any company
that may seek to merge or acquire assets in Asia such that it provides
you with a
competitive advantage compared to these companies. Alternatively,
please revise your
disclosure to remove references to your competitive advantage.
4. We note your reference to "cautious downside protection" and your
belief that you will be
able to acquire a business that will "achieve significant returns for
investors." It is
inappropriate for you to imply that your ultimate target will provide
downside protection
to shareholders or provide investment. Please remove these statements
and make
corresponding revisions to the Business section.
Investment Criteria, page 4
5. Please expandyour disclosure that there is no limit on the amount of
ordinary shares that
may be converted in connection with the consummation of a business
combination except
that you must maintain net tangible assets in the trust account of at
least $5,000,001 to
clarify that you may seek additional financing to complete a business
combination, as
referenced on page 27.
Emerging Growth Company Status and Other Information, page 6
6. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
Because we are incorporated under the laws of the British Virgin Islands, you
may face
difficulties in protecting your interests..., page 31
7. We note your disclosure that you have been advised by your British
Virgin Islands
counsel that there is doubt as to the enforceability in the British
Virgin Islands in original
actions or in actions for enforcement of judgments of United States
courts, of civil
liabilities predicated upon the U.S. federal or state securities laws.
Please expand your
James Tan
FirstName LastNameJames Tan
8i Enterprises Acquisition Corp.
Comapany Name8i Enterprises Acquisition Corp.
October 30, 2018
October 30, 2018 Page 3
Page 3
FirstName LastName
disclosure to explain the reason for this uncertainty and to highlight
the risk that
shareholders may be unable to enforce judgments against you based on
claims arising
under U.S. federal securities laws. Please make similar revisions
under the heading
"Enforceability of Civil Liabilities" on page 37.
Use of Proceeds, page 39
8. Based on footnote (2) to the capitalization table on page 44, it
appears that the repayment
of due to related parties will occur simultaneously with the offering.
Please revise the use
of proceeds table to clearly disclose the repayment of the debt.
Dilution, page 43
9. You disclose and use $9.09 as the offering price for in the
computation of dilution. Please
reconcile this amount to the public unit and private unit offering
price of $10.00 per share.
In this regard, disclose and discuss how you have determined the
amount of the unit
offering price that is allocated to the shares, warrants, and rights
underlying each unit.
Alternatively, please use the unit offering price of $10.00 in the
computation as we note
this is the offering price used throughout the filing in terms of
price per share. Please
revise or advise.
Capitalization, page 44
10. Footnote (3) to the table appears to refer to the shares as adjusted
but appears to be
incorrectly placed next to the actual shares within the table. In
addition, it does not appear
that the adjusted share amount includes the 221,250 private shares as
indicated in the
footnote. Please revise or advise.
Consolidated Financial Statements
Statement of Cash Flows, page F-6
11. With regards to footnote (2) to the capitalization table on page 44,
please tell us how the
$162,598 related party loan is presented in the cash flow statement.
It appears that a
portion of the loan is disclosed as non-cash financing activities.
Please explain why these
activities are considered non-cash.
Notes to Consolidated Financial Statements
Note 1 Organization and Business Operations, page F-7
12. You disclose July 31 as your fiscal year end in Note 1. However, you
also refer to
December 31 as your fiscal year end on pages 47 and 60. Please
reconcile your
disclosures as appropriate.
Note 8 -Shareholders' Equity
Warrants, page F-14
James Tan
8i Enterprises Acquisition Corp.
October 30, 2018
Page 4
13. We note from the disclosure on page 8 that not all the terms of your
public warrants and
private warrants are identical. For example, your private warrants are
non-redeemable and
will be permitted to be exercised for cash even if a registration
statement covering the
ordinary shares issuable is not effective. As such, please discuss
your public warrants and
private warrants separately in Note 8.
You may contact Sisi Cheng at 202-551-5004 or Sharon Blume at
202-551-3474 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Christine Westbrook at 202-551-5019 or Suzanne Hayes at 202-551-3675
with any other
questions.
FirstName LastNameJames Tan Sincerely,
Comapany Name8i Enterprises Acquisition Corp.
Division of
Corporation Finance
October 30, 2018 Page 4 Office of
Healthcare & Insurance
FirstName LastName