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Item 7. Management’s Discussion and Analysis

2023-06-28 compared with 2022-08-29 · 741 added, 213 removed, 1 unchanged (100% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

to the “Company,” “our,” “us” or “we” refer to 8i Acquisition 2 Corp.

The following discussion

and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements

and the notes thereto contained elsewhere in this report.

Certain information contained in the discussion and analysis set forth below

includes forward-looking statements that involve risks and uncertainties.

Note Regarding Forward-Looking Statements

Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as

amended, and Section 21E of the Exchange Act.

We have based these forward-looking statements on our current expectations and projections

about future events.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us

that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results,

levels of activity, performance or achievements expressed or implied by such forward-looking statements.

In some cases, you can identify

forward-looking statements by terminology such as “may,” “should,” “could,” “would,”

“expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,”

or the negative of such terms or other similar expressions.

Factors that might cause or contribute to such a discrepancy include, but

are not limited to, those described in our other SEC filings.

are a blank check company incorporated on January 21, 2021 as a British Virgin Islands corporation and formed for the purpose of effect

a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more

sponsor is 8i Holdings 2 Pte Ltd., a Singapore Limited Liability Company (the “Sponsor”).

The registration statement for

our initial public offering was declared effective on November 22, 2021.

On November 24, 2021, we consummated our initial public offering

(the “Initial Public Offering”) of 8,625,000 Units, including the full exercise of the underwriters’ over-allotment

option to purchase 1,125,000 units, at a purchase price of $10.00 per Unit.

Transaction costs amounted to $5,876,815 consisting of $1,725,000

of underwriting fees, $3,018,750 of deferred underwriting fees, $483,477 excess of fair value of representative’s purchase option

and $649,588 of other offering costs, and was all charged to shareholders’ equity.

the closing of the IPO and the private placement, $86,250,000 was placed in a trust account (the “Trust Account”) with American

Stock Transfer & Trust Company, LLC acting as trustee.

funds held in the Trust Account will be invested only in United States government treasury bills, bonds or notes having a maturity of

180 days or less, or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company

Act of 1940 and that invest solely in United States government treasuries.

Except with respect to interest earned on the funds held in

the Trust Account that may be released to the Company to pay its income or other tax obligations, the proceeds will not be released from

the Trust Account until the earlier of the completion of a business combination or the Company’s liquidation.

will have 12 months from the closing of the IPO (or up to 18 months, with extension of two times by an additional three months each

time) to consummate a business combination (the “Combination Period”).

If the Company fails to consummate a business

combination within the Combination Period, it will trigger its automatic winding up, liquidation and subsequent dissolution pursuant

to the terms of our amended and restated memorandum and articles of association.

As a result, this has the same effect as if we had

formally gone through a voluntary liquidation procedure under the Companies Law.

Accordingly, no vote would be required from our

shareholders to commence such a voluntary winding up, liquidation and subsequent dissolution.

April 11, 2022, we entered into a Share Purchase Agreement (the “SPA”) 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”).

to the terms of the SPA, a business combination between us and EUDA Health will be effected through the purchase by us of all of the

issued and outstanding shares of EUDA Health from the Seller (the “Share Purchase”).

On May 30, 2022, the parties amended the SPA to extend the time for LAX to

complete its financial, operational and legal due diligence review of EUDA Health from May 31, 2022 to June 15, 2022.

2022, the parties to the SPA, as amended, entered into a second amendment of the SPA, pursuant to which parties agreed to (i) reduce the

initial consideration to be paid at closing of the Share Purchase;

and (ii) reduce the earnout payments.

the time the SPA was signed, Mr .Tan owned 10% equity interests in the Seller through one of his wholly-owned companies.

We received a

fairness opinion from EverEdge Global to the effect that the purchase price to be paid by us for the shares of EUDA Health pursuant to

the SPA is fair to us from a financial point of view (the “Fairness Opinion”).

Board of Directors has (i) approved and declared advisable the SPA, the Share Purchase and the other transactions contemplated

thereby, and (ii) resolved to recommend approval of the SPA and related transactions by our shareholders.

August 16, 2022, through his two wholly-owned companies, 8i Enterprises Ltd.

and 8i Capital

Tan purchased additional equity interests in the Seller for $400,000, resulting in his

current 33.3% equity ownership of the Seller.

Through his 33.3%

ownership stake in the Seller, Mr.

Tan will have pecuniary interests in 4,666,666 ordinary shares (not including earnout shares) of the

Combined Company (as defined in the SPA), valued at approximately $46.4 million (based on $9.94 per share closing price of 8i Ordinary

Shares as of August 16, 2022) upon consummation of the Business Combination pursuant to the SPA.

connection with the closing of the transactions under the SPA the current officers and directors of EUDA Health will become our officers

and directors.

Our sponsor, 8i Holdings 2 Pte.

(the “Sponsor”), will have the right to nominate one director to serve

as an independent director on the post-closing board of director.

of Operations

of July 31, 2022 and 2021, we had not commenced any operations.

All activity for the period from January 21, 2021 (inception) through

July 31, 2022 relates to our organizational activities and the IPO.

We have neither engaged in any operations nor generated any revenues

We will not generate any operating revenues until after the completion of our initial business combination, at the earliest.

We will generate non-operating income in the form of dividend and interest income on cash and cash equivalents from the proceeds derived

from the IPO.

We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting

and auditing compliance), as well as for due diligence expenses.

the year ended July 31, 2022, we had net loss of $1,762,838, which consisted of formation and operating costs of $1,985,750 offset by

$222,912 of dividends earned on marketable securities held in the Trust Account.

the period from January 21, 2021 (inception) through July 31, 2021, we had a net loss of $8,377 consisting of formation and operating

and Capital Resources

July 31, 2022 and 2021, we had $193,546 and $0 in cash and working deficit of $1,408,615 and $218,797 (excluding deferred underwriting

commissions and deferred offering costs), respectively.

registration statement for our IPO was declared effective on November 22, 2021.

On November 24, 2021, we consummated the IPO of 8,625,000

units (include the exercise of the over-allotment option by the underwriters in the IPO) at $10.00 per unit (the “Public Units’),

generating gross proceeds of $86,250,000.

Each Unit consists of one ordinary share, one redeemable warrant, and one right to receive

one-tenth of an ordinary share upon the consummation of an initial business combination.

Simultaneously

with the IPO, we sold to Mr.

Meng Dong (James) Tan 292,250 units at $10.00 per unit in a private placement generating total gross proceeds

of $2,922,500.

costs amounted to $5,876,815 consisting of $1,725,000 of underwriting fees, $3,018,750 of deferred underwriting fees, $649,588 of other

offering costs and an excess of fair value of representative’s purchase option of $483,477.

Except for the $100 for the Unit Purchase

Option and $25,000 of subscription of ordinary shares, we received net proceeds of $87,114,830 from the IPO and the private placement.

January 21, 2021 and February 5, 2021, we issued an aggregate of 1,437,500 ordinary shares to 8i Holding Limited, which have been

subsequently sold to our Sponsor for an aggregate purchase price of $25,000, or approximately $0.017 per share.

On June 14, 2021,

our Sponsor transferred 15,000 founder shares in the aggregate to the directors for nominal consideration.

On October 25, 2021, we

issued an additional 718,750 ordinary shares which were purchased by our Sponsor for $12,500, resulting in an aggregate of 2,156,250

ordinary shares outstanding.

January 12, 2022, Mr.

Meng Dong (James) Tan, our Chief

Executive Officer , agreed to loan us up to $300,000 to cover expenses related to the IPO pursuant

to a promissory note (the “January Note”).

On March 18, 2022, Mr.

Tan entered into a promissory note with us for $500,000

(the “March Note”).

On August 16, 2022, the Company entered into a promissory note with Mr.

Tan for $200,000 (the

“August Note,” together with the January Note and the March Note, collectively, the “Promissory Notes”) .

The Promissory Notes were non-interest bearing and payable promptly after the date on which we consummate an initial business combination.

As of the date of this Annual report and July 31, 2022, the total amount borrowed under the Promissory Notes was $1,000,000 and $800,000,

respectively.

Meng Dong (James) Tan has the right, but not the obligation, to convert this Note, in whole or in part, into our private units (the “Units”)

containing the same securities as issued in our IPO and by providing us with written notice of its intention to convert this Note at

least one business day prior to the closing of a business combination.

The number of Units to be received by the Payee in connection

with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to Mr.

(James) Tan, by (y) $10.00.

consummation of the business combination, we will be using the funds not held in the Trust Account, and any additional funding that may

be loaned to us by our Sponsor, for identifying and evaluating prospective acquisition candidates, performing business due diligence

on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing

corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring,

negotiating and consummating the business combination.

our estimates of the costs of undertaking in-depth due diligence and negotiating business combination are more than the actual amount

necessary to do so, we may have insufficient funds available to operate its business prior to the business combination and will need

to raise additional capital.

In this event, our officers, directors or their affiliates may, but are not obligated to, loan us funds

as may be required.

we may need to obtain additional financing either to consummate our initial business combination or because we become obligated to redeem

a significant number of our public shares upon consummation of our initial business combination, in which case we may issue additional

securities or incur debt in connection with such business combination.

Subject to compliance with applicable securities laws, we would

only consummate such financing simultaneously with the consummation of our initial business combination.

Following our initial business

combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

The following discussion and analysis of the Company’s

financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related

notes included elsewhere in the Report.

This discussion contains forward-looking statements that involve risks and uncertainties.

results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result

of various factors.

Our mission is to make high-quality,

personalized healthcare affordable and accessible for all our patients.

Our aim is to provide a one stop healthcare and wellness services

through our propriety platform.

We currently have operations in Singapore and expect to expand across Southeast Asia.

In January 2020, we acquired 100%

of the equity interests in Super Gateway Group Limited (“SGGL”), which engaged in the property and security management of

commercial units (shopping malls, business office buildings, industrial buildings), and residential apartments.

We aimed to build an Omni-channel

health care and products platform in economies of scale and cross-sell opportunities which would allow our management services section

to expand into new and different verticals of management services in the medical field.

Headquartered in Singapore and

established in 2019, we aim to be a leading next-generation Southeast Asian healthcare-technology provider, integrating a full continuum

of healthcare services with healthcare data analytics to drive high-quality and efficient care for their patients.

The proprietary platform,

is its core holistic, connected platform, through which it also offers a mobile application platform for its users.

What makes us unique

is the integration of Artificial Intelligence (AI) and Machine Learning (ML), which provides real-time actionable analytics functionality

that enables our users to make quick analysis and accurate diagnosis as well as business decisions.

The platform gathers numerous data

points and performs predictive analysis, where it can compare events and results over time to identify trends across various segments

and provide accurate insights, analysis, and predictions regarding healthcare.

Its AI applications supported on our platform include smart

triage, smart match, smart claims supports and image recognition, as well as predictive algorithms that can read and analyze MRIs and

our robust unique proprietary technology platform reduces the time taken for diagnostics yet continues to promote standardization

of diagnostics, which effectively eliminates inefficiencies.

Through our software platform, it aims to deliver data-driven, personalized

quality insights to patients while they are at the doctor’s office in order to provide them with different healthcare and treatment

We aim to provide a series of

products and services through its network and offer an array of complementary products and services to deepen their relationship with

its members from assessing the condition, evaluating the risk level to providing personalized support services.

We market and promote our Medical

Urgent Care services to healthcare provider organizations throughout Singapore using a go-to-market and direct sales organization composed

of highly trained and technical team members that are segmented into several highly targeted and coordinated teams.

These dedicated sales

teams develop content and identifies prospects that the sales development team research and qualify to generate high-grade, actionable

sales programs.

Our sales and marketing department leverages on their deep experience to deliver an urgent care solution tailor-fit to

the size and specialty of each practice.

Through this targeted, coordinated approach, We are able to maximize resource allocation and

allow its sales teams to concentrate on execution.

We utilize both an inside and

outside direct sales force to execute on the qualified marketing programs, partnering with client services to ensure the prospect is educated

on the breadth of our capabilities and demonstrable value proposition.

Medical and clinical partners also play an important role in marketing

and selling our products to its customer base.

These partners may shorten the sales cycle and lower the customer acquisition costs.

example, through the Clinic Management System (CMS) partners, we are able to embed its technology into existing health system technology

infrastructure which, as a competitive differentiator, may lead to a higher win rate.

Our sales and marketing department

is primarily responsible for planning and developing its overall marketing strategy, conducting market research, coordinating the sales

and marketing activities to attract new customers and maintain and strengthen relationships with existing customers, managing the efforts

in relation to tender bids and negotiating the terms of our Property Management Service and Security Service contracts.

The team will

explore and establish information channels for business development and market research purposes.

Such information channels include websites

or other platforms on which property developers or property owners’ associations announce tender opportunities, uncovering business

opportunities by way of recommendation or frequent communication with customers and other industry players, and organizing promotional

events to showcase our service offerings.

Furthermore, we implement various

incentive measures to encourage the sales teams to obtain property management service contracts of properties developed by third-party

developers through research and analysis of and communication with target customers in the real estate industry and taking advantage of

our resources and expertise.

In addition, various communication channels are adopted to explore more opportunities to provide our Property

Management Services that are customized and tailored to the specific localities to bring convenience to local property owners and residents.

We continually seek business cooperation opportunities with third-party merchants to enhance the width and depth of its services.

We believe that our platform will

eventually provide a full continuum of healthcare services integrated with healthcare data analytics to drive improved outcomes for patients.

To achieve this, we aim to continuously build towards a consumer-centric digital ecosystem to allow clients and patients to gain access

to quality healthcare while keeping costs affordable.

We incorporate AI and ML on the platform and implements relevant solutions to a

wide variety of healthcare and homecare services that it currently provides.

AI-driven advancement will be increasingly visible throughout

the healthcare journey including a strong potential for interactive virtual assistants to improve patient experience and clinician operational

We believe in incorporating technology into the traditional medical services market and creating an end-to-end ecosystem that

provides a comprehensive suite of healthcare and wellness services adds great value.

Recent Development

On November 17, 2022, we consummated

the business combination contemplated by the “SPA” between us, Euda Health Limited (“EHL”), Watermark Developments

Limited, a British Virgin Islands business company (“Watermark” or the “Seller”) and the sole owner of EUDA, and

Kwong Yeow Liew, dated April 11, 2022 and amended May 30, 2022, June 10, 2022, and September 7, 2022.

As contemplated by the SPA, a business

combination between us and EUDA was effected by the purchase by us of all of the issued and outstanding shares of EUDA from the Seller

(the “Share Purchase”), resulting in EUDA becoming a wholly owned subsidiary of us.

In addition, in connection with the consummation

of the Share Purchase, we have changed our name to “EUDA Health Holdings Limited.” The transactions contemplated under the

SPA relating to the Share Purchase are referred to in this annual report as the “Business Combination.”

In connection with the Closing

of the Business Combination, we issued convertible notes in an aggregate principal amount of $3,402,225 (the “Convertible Notes”)

in a private placement to certain advisors.

Indeterminate or fixed number of ordinary shares (the “Convertible Note Shares”)

could be issuable upon the conversion of the Convertible Notes.

Key Factors that Affect Operating Results

Strong Presence and wide Network of Partners to

Complement our “Always-On” Approach

We provide 24/7 concierge-level

care coordination services for our high-risk members.

As a digital health company, we strongly believe in advocating the presence of healthcare

at any time and any place needed by our customers.

Our coordination specialists are trained to cover all emergency, primary and specialty

services and provide the highest level of personalized medical concierge level services at the push of a button.

Furthermore, we strengthen

this capability through our geographical presence and wide network of relationships with medical partners.

We have a sizeable number of

medical partners across the healthcare spectrum, ranging from ambulatory service providers and General Practitioner (GP) clinics to hospitals

and specialist consultants.

The widest range urgent care options are usually based around pricing, proximity, choice of treatment and

Therefore, our relationships with medical partners gives a great competitive edge as we are able to provide top notch round-the-clock

healthcare services based on the requirements expected from our clients.

Retention of Key Management Team Members

Another key differentiating factor

for us is the rich blended nature of our management team.

Our management team comprises executives with extensive experience in Healthcare,

Technology, Insurance & Consumer Experience segments.

The wide array of industries captured by our management team allows us to deliver

superior products and services to Our customers as the management team possesses an in-depth understanding of the pain points prevalent

in the industry.

The combination has also enabled us to address the market gap in the healthcare industry with an innovative data driven

all-in-one healthcare platform.

However, the loss of any of our key executive team member, such as the loss of our Chief Technology Officer

in May 2023, might affect our quality of services clients are currently receiving and might lead to our clients to seek medical service

from other medical providers.

Key Personnel Discharge of their Duties

If for any reason, one or more

of our employees are unable to discharge their duties properly or in the best interest of us in the property management sector, that may

have an adverse impact on our reputation and our brand and our attractiveness to retain our shopping malls, business office buildings,

or residential apartments clients.

We may as result potentially lose future revenue from our existing clients to retain our property management

Investment in Digitalization and Innovation for

Digital Care Capabilities

We are constantly investing in

AI technology that is designed to help expand patient engagement while improving efficiencies, reducing the cost of care and promoting

better care coordination.

For example, there is an AI deployment enabling a patient-provider matching tool, allowing patients to input

our preference for doctors, timing and area of specialist onto our platform, and our platform will synthesize patient’s preference

to ensure best matches to boost efficiency and user experience.

Continued investment in interoperability, including remote patient monitoring,

advanced analytics and lab services as well as the home delivery of pharmaceuticals, is expected to allow us to expand its use cases.

Our investments in interoperability with other technologies have also allowed them to partner with innovative companies to develop unique

products and services.

Our strategic partnerships allow our services to be accessed directly through our interfaces.

We believe these

partnerships will differentiate our offerings and add new capabilities to drive demand and add value for our clients.

Our Ability to Leverage Existing Sales Channels

and Penetrate New Markets

We have developed a highly effective

distribution network to target large employers and is committing incremental sales and marketing resources to the small-medium enterprises

to increase our penetration within this market.

Additionally, we intend to further penetrate the medical provider market, notably hospitals

and group physician practices, as we believe our solution offers the medical community an attractive platform from which to generate substantial

income by acquiring new patients and to better participate in emerging risk-sharing and value-based payment models.

With expanded access

to available health insurance, we also intend to pursue health insurance companies about our services, hence, which will represent an

attractive new sales channel.

Results of Operations

Comparison of Years Ended December 31, 2022 and

For the Year Ended December 31,

Percentage Change

Cost of revenues

Selling expenses

General and administrative expenses

Impairment loss on long-lived assets

Research and development expenses

Loss from operations

Other (loss) income, net

Provision for income taxes

Net (loss) income

Net (loss) income attributable to noncontrolling interest

Net (loss) income attribute to EUDA

Our revenues are derived from

medical services, product sales, and property management services.

Total revenues decreased by approximately $0.7 million, or 6.7%, to

approximately $9.8 million for the year ended December 31, 2022 as compared to approximately $10.5 million for the year ended December

The decrease of the total revenue was mainly attributable to the decrease of our property management services by approximately

$0.8 million, or 17.4%, to $3.8 million for the year ended December 31, 2022 as compared to approximately $4.6 million for the year ended

December 31, 2021, and also attributable to the decrease of our product sales by approximately $0.2 million, or 95.7%, to approximately

$11,000 for the year ended December 31, 2022 as compared to approximately $0.3 million for the year ended December 31, 2021, offset by

the increase of medical services by approximately $0.3 million, or 5.9%, to approximately $6.1 million for the year ended December 31,

2022 as compared to approximately $5.7 million for the year ended December 31, 2021.

Our revenues from our revenue

categories are summarized as follows:

For the Year Ended

December 31, 2022

For the Year Ended

December 31, 2021

Medical services – specialty care

Medical services – general practice

Medical services – general practice (related parties)

Medical services – subtotal

Product sales

Property management services

Total revenues

Medical services

Revenues from medical services

increased by approximately $0.3 million, or 5.9%, to approximately $6.1 million for the year ended December 31, 2022 from approximately

$5.7 million for the year ended December 31, 2021.

Revenue growth is mainly due to the increased number of employees/patients from our

corporate clients.

Approximately 860 and 800 corporate clients had utilized our specialty healthcare services in each of the year ended

December 31, 2022 and 2021, respectively.

The average usage of our specialty care services per corporate client were approximately $7,000 during

the year ended December 31, 2022, as compared to approximately $6,300 during the year ended December 31, 2021.

Such increase was mainly

due to more employees/patients from corporate clients utilizing our specialty care services during the year ended December 31, 2022 as

compared to the same period in 2021.

Approximately 5,200 and 4,000 employees/patients from our corporate clients had utilized our healthcare

services during the year ended December 31, 2022 and 2021, respectively.

The average usage of our specialty care services per employee/patient

were approximately $1,200 during the year ended December 31, 2022, as compared to approximately $1,300 during the year ended December

The average usage of our specialty care services per employee/patient decreased by approximately $100 from the year ended December

31, 2021 to the same period in 2022 mainly due to the employees/patients from our corporate clients required lesser degree of specialty

care services in 2022 as compared to the same period in 2021.

Our general practice medical services were insignificant to our operations

during the year ended December 31, 2022 and 2021.

Product sales

Revenues from product sales decreased

by approximately $0.2 million or 95.7%, to approximately $11,000 for the year ended December 31, 2022 from approximately $0.3 million

for the year ended December 31, 2021.

Our product sales have decreased for the year ended December 31, 2022 as compared to the same period

in 2021 due to the decreased demand of our facial recognition and temperature measurement monitor system as the COVID-19 pandemic has

Property management services

Revenues from property management

services decreased by approximately $0.8 million, or 17.4%, to approximately $3.8 million for the year ended December 31, 2022 from approximately

$4.6 million for the year ended December 31, 2021.

Property management services revenue decreased mainly due to the decrease of property

management units that we managed without our security guard services and the decrease of property management units that we managed with

our security guard services.

The number of properties managed without security guard service decreased from 39 units for the year ended

December 31, 2021 to 37 units for the year ended December 31, 2022.

The number of properties managed with security guard services decreased

from 13 units for the year ended December 31, 2021 to 12 units for the year ended December 31, 2022.

Currently, we do not have any property

management services provided to any medical clinics.

Our percentage of property management

services revenue from each property type are summarized as follows:

For the Year Ended

December 31, 2022

December 31, 2021

Residential Apartments

Commercial Units

Historically, we provided more

property management services in the residential apartments than in the commercial units during the year ended December 31, 2022 and 2021.

Cost of Revenues

Total cost of revenues increased

by approximately $0.2 million, or 3.0%, to approximately $6.5 million for the year ended December 31, 2022 as compared to approximately

$6.3 million for the year ended December 31, 2021.

The increase in cost of revenues was mainly due to the increased of medical services.

Our cost of revenues from our

revenue categories are summarized as follows:

December 31, 2022

December 31, 2021

Cost of revenues

Medical services – specialty care

Medical services – specialty care (related party)

Medical services – general practice

Medical services– subtotal

Product sales

Property management services

Total cost of revenues

Our cost of revenues from medical

services increased by approximately $0.7 million or 25.1% to approximately $3.5 million for the year ended December 31, 2022 from approximately

$2.8 million for the year ended December 31, 2021.

The increase in cost of revenues from our medical services is in line with our increase

of revenues from medical services which was due to increased usage of our specialty services per customer.

The increase in cost of revenues

from medical services – specialty care of approximately $2.9 million or 6,294.5% was mainly because beginning in April 2022, we

directly utilized the third party clinic service providers and no longer utilized our related party vendor, Cadence Health Pte.

during the year ended December 31, 2022 as compared to the same period in 2021.

Same reason was applied to the decrease in cost of revenues

from medical services – specialty care (related party) of approximately $1.9 million or 79.1%.

Historically, EUDA’s specialty

care medical services provided by the third party clinic service providers were insignificant up until March 2022 and majority of the

cost of revenue from EUDA’s specialty care medical services for the year ended December 31, 2021 and for the three months ended

March 31, 2022 were provided by our related party vendor, Cadence.

Our general practice medical services were insignificant to our operations

during the year ended December 31, 2022 and 2021.

Our cost of revenues from product

sales decreased by approximately $108,000, or 64.5%, to approximately $59,000 for the year ended December 31, 2022 from approximately

$167,000 for the year ended December 31, 2021.

The decrease in cost of revenues from product sales is in line with our decrease of revenues

from product sales which was due to lower demand of our facial recognition and temperature measurement monitor system as the COVID-19

pandemic has eased.

Our cost of revenues from property

management services decreased by approximately $0.4 million, or 12.5%, to approximately $2.9 million for the year ended December 31, 2022

from approximately $3.3 million for the year ended December 31, 2021.

The decrease in cost of revenues from property management services

is in line with our decrease of revenues from property management services which was mainly due to the decreased number of property management

units that we managed and the decreased number of property management employees offset by the increase of salary and benefits of the property

management employees per individual employee.

Our gross profit from our major

revenue categories is summarized as follows:

For the Year Ended

December 31, 2022

For the Year Ended

December 31, 2021

Medical services

Gross profit percentage

Product sales

Gross profit percentage

Property management services

Gross profit percentage

Our gross profit decreased by approximately $0.9 million, or 21.0%, to approximately $3.4 million for the year ended

December 31, 2022 from approximately $4.2 million for the year ended December 31, 2021.

The decrease in gross profit is primarily due

to decrease of gross profit from medical service as a result of the increase of medical service cost over the increase of revenue.

decrease in gross profit also due to the decrease of our revenues from our property management services against the increase of staff

For the year ended December 31,

2022 and 2021, Our overall gross profit percentage was 34.1% and 40.3%, respectively.

The decrease in gross profit percentage of 6.2%

was primarily due to the combination of the decrease of our medical services gross profit percentage of 8.9%, the decrease of our product

sales gross profit percentage of 472.9%, and the decrease of our property management services gross profit percentage of 4.3%.

Gross profit percentage for medical

services was 41.8% and 50.7% for the year ended December 31, 2022 and 2021, respectively.

The decrease of gross profit percentage of 8.9%

was mainly because beginning in April 2022, we directly utilized the third party clinic service providers and less service discounts provided

by our major medical service providers during the year ended December 31, 2022 as compared to the same period in 2021.

Gross (loss) profit

percentage for product sales was (437.7)% and 35.2% for the year ended December 31, 2022 and 2021, respectively.

The decrease of

gross profit percentage of 472.9% was primarily caused by lower customer demand of our facial recognition and temperature

measurement monitor products as COVID-19 pandemic has eased which resulted in write-off of non-saleable items and reduce our

inventory level to $0 as of December 31, 2022.

Gross profit percentage for

property management services was 23.1% and 27.4% for the year ended December 31, 2022 and 2021, respectively.

The decrease of gross

profit percentage of 4.3% was primarily attributable to increase of salary and benefits of the property management employees per

Although we had reduced the number of employees in the property management operations due to the decrease of property that

we managed, we increased the salary of property management employees on performance and inflation adjustment to retain more

qualified employees and did not pass on the cost of such adjustments to our customers, which significantly lowered our gross profit

percentage for property management.

Operating Expenses

Total operating expenses

increased by approximately $9.9 million, or 181.6%, to approximately $15.4 million for the year ended December 31, 2022 from

approximately $5.5 million for the year ended December 31, 2021.

The increase was mainly attributable to the increase of general and

administrative expenses and earnout share payment of approximately $8.3 million, increase of selling expenses of approximately $0.6

million and increase of impairment loss on long-lived assets of approximately $1.1 million.

An increase of approximately $8.3

million in general and administrative expenses, and earnout share payment was mainly attributable to an approximately $1.4 million increases in professional fees,

including but not limited to, attorney, auditors and consulting expenses incurred in relation to the Business Combination in 2022 which

was not allowed to be capitalized according to U.S.

The increase was also attributable to an approximately $2.8 million increase

in provision for bad debt, which was resulted from write-off of the uncollectible balance of receivable from divestment from BPT, an unrelated

third party and the balance from loan to PT total Prima Indonesia as we determined these balances will not be recovered in the future.

In addition, we incurred approximately $5.2 million of earnout payment upon assessing

the fair value of the Earnout Share.

The increase was offset by the decrease of salary expenses of approximately $1.1 million.

An increase of approximately $0.6

million in selling expenses was mainly attributable to the approximately $0.6 million increase in advertising, marketing and entertainment

expenses, which was directly attributed to the increase of corporate clients and medical services revenues as more advertisement posting

to attract potential corporate clients.

An increase of approximately $1.1

million in impairment loss on long-lived assets as we fully impaired the remaining balance of goodwill and intangible assets recognized

through acquisition of Super Gateway Group Limited in January 2020.

Approximately $0.1 million decrease

in research and development expenses for the year ended December 31, 2022 as compared to the same period in 2021 was due to less research

and development expenses required as our existing platform becomes more mature.

Other(expenses) income, net

Our other income, net is summarized

December 31, 2021

Other (Expense) Income

Interest expense, net

Gain on disposal of a subsidiary

Change in prepaid forward purchase liabilities

Investment income

Total Other (Expense) Income, net

Total other expense, net

were amounted to approximately $12.9 million for the year ended December 31, 2022 while total other income, net were amounted to

approximately $2.2 million for the year ended December 31, 2021.

The changes were mainly due to the following:

Change in prepaid forward purchase liabilities

We incurred a loss from

change in prepaid forward purchase liabilities amounted approximately $12.9 million for the year ended December 31, 2022 as we

entered into two equity prepaid forward transactions in November 2022, which required for fair value accounting.

Due to our stock price has significantly dropped after the Business Combination in November 2022, the fair value of the prepaid forward purchase liabilities also decreased significantly.

Investment income

We had investment income of approximately

$1.9 million from the Affordable Home Program investment in Indonesia during the year ended December 31, 2021 while no investment income

was recognized during the same period in 2022.

Interest expense, net

The interest expense, net decreased

was due to less outstanding loans with similar interest rate during the year ended December 31, 2022 as compared to the same period in

The decrease of other income was

because we did not obtain government grant for the year ended December 31, 2022, while there was government grant of approximately $0.3 million

received by us during the same period in 2021.

Provision for income taxes

Our provision for income taxes

decreased by approximately $31,000 for the year ended December 31, 2022 as compared to the year ended December 31, 2021.

Our provision

for income taxes amounted to approximately $17,000 and $48,000 for the year ended December 31, 2022 and 2021, respectively.

in provision for income taxes is mainly due to decrease of deferred tax as we wrote off our deferred tax liability as a result of impairment of our intangible asset.

Net (loss) income

We incurred a net loss was

approximately $24.9 million for the year ended December 31, 2022, while we had a net income of approximately $0.9 million for the

year ended December 31, 2021.

Changes from net income for the year ended 2021 to net loss for the same period in 2022 was predominately due to the reasons as discussed above.

Liquidity and Capital Resources

In assessing liquidity, we monitor and analyze cash

on-hand and operating and capital expenditure commitments.

Our liquidity needs are to meet working capital requirements, operating expenses

and capital expenditure obligations.

Debt financing in the form of short-term borrowings from banks, private lenders, third parties and

related parties and cash generated from operations have been utilized to finance working capital requirements.

As of December 31, 2022,

our working deficit was approximately $4.1 million, and we had cash and restricted cash of approximately $0.8 million.

The global outbreak of COVID-19 caused

volatile economic activity around the world, and the degrees of any economic recovery in various jurisdictions have not been linear.

have experienced recurring losses from operations and negative cash flows from operating activities since 2020.

The digital health industry

is relatively immature and rapidly evolving, and it is uncertain whether it will achieve and maintain high levels of demand, consumer

acceptance and market adoption.

Our success will substantially depend on the willingness of our clients’ members or patients to

adopt, and the frequency and extent of their utilization of, our services and solutions, as well as on our ability to demonstrate the

value of digital health to employers, health plans, government agencies and other purchasers of healthcare for beneficiaries.

If our clients,

members or patients do not acknowledge the benefits of our services or platform, or if our services are not competitive, then the market

may not develop at all, or we may develop slower than we expect.

Similarly, individual and healthcare industry concerns or negative publicity

regarding patient confidentiality and privacy in the context of digital health could restrict market acceptance of our healthcare services.

An occurrence of any of these events could have a material adverse effect on our business, financial condition, or results of operations.

During fiscal year 2022, we missed our previously

projected revenue target mainly due to the relative immaturity of the digital health industry and the ongoing effects of the COVID-19

A potential economic recession and uncertainty in financial markets

have resulted in changes in market conditions and produced market volatility.

The impact of inflation and rising interest rates may affect

the financial performance of the customers we serve and influence customer demand.

Despite these uncertainties, we continue to seek growth

in terms of new and additional corporate clients.

We currently rely mainly on organic growth driven by an increase in corporate clients.

If we are unable to retain the active customers while attracting new customers, it could result in a loss of future revenue and will deteriorate

our liquidity and operating cash flow.

As a result, we have an ongoing need to raise additional cash from outside sources to fund our

expansion plan and related operations.

Successful transition to attaining profitable operations is dependent upon achieving a level of

revenues adequate to support our cost structure.

In connection with our assessment of going concern considerations in accordance with

Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties

about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial

doubt about our ability to continue as a going concern within one year after the date that our consolidated financial statements are issued.

The management’s plan in addressing this uncertainty is through the following sources:

other available sources of financing from Singapore banks and other financial institutions or private lenders;

financial support and credit guarantee commitments from our related parties;

equity financing.

In light of the disparity between the exercise price

of the warrants and our current trading price, it is very unlikely that any potential proceeds from the exercise of our warrants will

be realized in the near future.

We are in active discussions with underwriters regarding a potential financing transaction through the

issuance of convertible notes and our goal is for such transactions to be completed in the fourth quarter of 2023 to improve our liquidity

and capital resource needs.

On February 2, 2023, Mr.

Alfred Lim, our independent

director, loaned us an amount of $128,750 for working capital purposes.

Between January to May 2023, Mr.

Meng Dong (James)

Tan, one of our shareholders who currently owns approximately 28% of our ordinary shares, loaned us in an aggregate amount to approximately

$ 0.5 million for working capital purposes.

Between May 16 and May 22,

2023, we issued and sold to eight accredited investors an aggregate of 940,000 ordinary shares (the “Placement Shares”) at

$1.00 per share for an aggregate purchase price of $940,000 in a private placement.

Should we need to seek additional capital prior to

the potential convertible notes financing transaction, we may continue to go to our related parties for additional financial support.

If the trading price of our ordinary shares experiences a further decline following or as a result of this offering, it will negatively

impact our ability to raise additional capital on favorable terms, if at all.

The accompanying consolidated financial statements

have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal

course of business and, as such, the financial statements do not include any adjustments relating to the recoverability and classification

of recorded amounts or amounts and classification of liabilities that might be necessary should we be unable to continue in existence.

The following summarizes the

key components of cash flows for the years ended December 31, 2022 and 2021.

For the Years Ended December 31,

Net cash (used in) provided by operating activities

Net cash used in investing activities

Net cash provided by (used in) financing activities

Effect of exchange rate change on cash and restricted cash

Net change in cash and restricted cash

Operating activities

Net cash used in operating activities was

approximately $1.5 million for the year ended December 31, 2022 and was primarily attributable to (i) approximately $24.9 million in

net loss as discussed above, (ii) approximately $0.2 million increase in accounts receivable due to less collections, and (iii)

approximately $2.4 million decrease in accounts payable – related party as we are making more timely payments while we are no

longer using the medical services from the related party beginning in April 2022, offset by (i) approximately $1.6 million decrease in other receivables mainly

resulted from the collection of our investment income, (ii) approximately $1.3 million increase in accounts payable mainly due to the increase usage of medical

services and related medical products from third party service providers, (iii) approximately $1.0 million increase in other payables

and accrued liabilities mainly resulted from accrued professional fees, (iv) approximately $12.9 million in change in fair value of

prepaid forward purchase liabilities, (v) approximately $2.9 million in provision for doubtful accounts due to write-off of the

balance of receivable from divestment from BPT, an unrelated third party and the balance from loan to PT total Prima Indonesia,

(vi) approximately $5.2 million in earn out payment upon assessing the fair value of the Earnout Share and (vii) approximately $1.1

million in impairment loss on goodwill and intangible asset.

Net cash provided by operating activities was approximately

$0.4 million for the year ended December 31, 2021 and was primarily attributable to (i) a net income of approximately $0.9 million (ii)

approximately $0.3 million in non-cash items such as depreciation and amortization expense, (iii) approximately $44,000 in provision for

doubtful accounts, and (iv) approximately $56,000 decrease in other receivables, (v) approximately $1.4 million increase in accounts payable

and accounts payable – related party, and (vi) approximately $0.1 million increase in taxes payable, offset by (i) approximately

$28,000 in deferred tax benefit, (ii) approximately $1.9 million of investment income from the Affordable Home Program investment in Indonesia,

(iii) approximately $0.3 million increase in accounts receivable, (iv) approximately $18,000 increase in prepaid expenses and other current

assets, and (v) approximately $62,000 decrease in operating lease liabilities.

Investing activities

Net cash used in investing activities was approximately

$0.3 million for the year ended December 31, 2022 and was attributable to approximately $0.2 million loan to a third party, approximately

$3,000 in cash released upon disposal of a subsidiary, and approximately $18,000 purchases of equipment.

Net cash used in investing activities was approximately

$0.4 million for the year ended December 31, 2021 and was attributable to approximately $2,000 of equipment purchases, and approximately

$0.4 million in loan to third party.

Financing activities

Net cash provided by financing activities was

approximately $2.5 million for the year ended December 31, 2022 and was primarily attributable to (i) approximately $1.4 million

borrowings from related parties, (ii) $0.5 million issuance of ordinary shares, (iii) approximately $0.6 million receipt of

subscribed shares deposit, and (iv) approximately $1.3 million proceeds from Reverse Recapitalization, offset by (i) approximately

$1.3 million payments of merger costs, and (ii) approximately $0.1 million repayments to short-term loans – bank and private

Net cash used in financing activities was approximately

$0.2 million for the year ended December 31, 2021 and was primarily attributable to approximately $67,000 repayments to short-term loans

– bank and private lender, approximately $0.3 million repayments to short-term loans – third parties, and approximately $7,000

payment of finance lease liabilities, offset by approximately $36,000 repayments from other receivable – related parties, approximately

$88,000 proceeds from short-term loans – bank and private lender, and approximately $94,000 borrowings from other payables –

related parties.

Commitments and Contingencies

In the normal course of business, we are subject to

loss contingencies, such as legal proceedings and claims arising out of our business, that cover a wide range of matters, including, among

others, government investigations and tax matters.

In accordance with ASC No.

450-20, “Loss Contingencies”, we will record

accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated.

The following table summarizes our contractual obligations

as of December 31, 2022:

Payments due by period

Contractual obligations

Less than 1 year

Short-term loans - bank and private lender

Other payable – related parties

Promissory note

Operating lease obligations

Convertible notes – third parties

Convertible notes- related parties

Finance lease obligations

Capital Expenditures

For the years ended December 31, 2022 and 2021, we

purchased approximately $18,000 and $2,000, respectively, of equipment mainly for use in medical services.

We did not purchase any material

equipment for operational use.

We do not have any other material commitments to capital expenditures as of December 31, 2022.

Off-Balance Sheet Arrangements

not have any off-balance sheet arrangements as of July 31, 2022 and July 31, 2021.

and Uncertainties

is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that

the virus could have a negative effect on the company’s financial position, results of its operations and/or search for a target

company, the specific impact is not readily determinable as of the date of these financial statements.

The financial statements do not

include any adjustments that might result from the outcome of this uncertainty.

do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term

Accounting Policies and Estimates

preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United

States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure

of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported.

results could materially differ from those estimates.

We have identified the following critical accounting policies and estimates:

Shares Subject to Possible Redemption

account for out ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing

Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured

at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that is either within

the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified

as temporary equity.

At all other times, ordinary shares are classified as shareholders’ equity.

Our ordinary shares features certain

redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events.

ordinary shares subject to possible redemption are presented at redemption value (plus any interest earned and/or dividends accrued on

the Trust Account) as temporary equity, outside of the shareholders’ equity section of our balance sheets.

Loss Per Ordinary Shares

comply with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share.

The statements of operations include a presentation

of income (loss) per redeemable ordinary share and income (loss) per non-redeemable share following the two-class method of income (loss)

In order to determine the net income (loss) attributable to both the redeemable ordinary shares and the non-redeemable shares,

we first considered the total income (loss) allocable to both sets of shares.

This is calculated using the total net income (loss) less

any dividends paid.

For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of

the ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders.

comply with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A -”Expenses of Offering.”

Offering costs consist of costs incurred in connection with formation and preparation for the IPO.

Offering costs are allocated to the

Public Warrants, Public Rights and Public Shares issued in the IPO based on its fair value at inception compared to the total IPO proceeds

Offering costs associated with the ordinary shares are allocated between permanent equity and temporary equity.

Accounting Pronouncements

August 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with

Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40)

(“ASU 2020-06”) to simplify accounting for certain financial instruments.

ASU 2020-06 eliminates the current models that

require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope

exception guidance pertaining to equity classification of contracts in an entity’s own equity.

The new standard also introduces

additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.

ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible

ASU 2020-06 is effective on August 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption

permitted beginning on August 1, 2021.

We have determined not to early adopt.

does not believe that this and any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would

have an effect on our financial statements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

a smaller reporting company we are not required to make disclosures under this Item.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

financial statements and the notes thereto begin on page F-1 of this Annual Report.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

As of December 31, 2022 and 2021, we have no off-balance

sheet arrangements including arrangements that would affect liquidity, capital resources, market risk support and credit risk support

or other benefits.

Growth Company

are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business

Startups Act of 2012 (the “JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements

that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required

to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced

disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements

of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do

not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

We have elected to use such extended transition

period which means that when a standard is issued or revised and we have different application dates for public or private companies,

we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of our consolidated financial statements with another public company which is neither an emerging growth company

nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential

differences in accounting standards used.

Critical Accounting Policies and Estimates

Financial statements and accompanying notes have been

prepared in accordance with U.S.

The preparation of these financial statements and accompanying notes requires us to make estimates

and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets

and liabilities.

Estimates are based on historical experience and on various other assumptions that are believed to be reasonable under

the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are

not readily apparent from other sources.

We have identified certain accounting policies that are significant to the preparation of financial

These accounting policies are important for an understanding of our financial condition and results of operation.

accounting policies are those that are most important to the portrayal of our financial conditions and results of operations and require

management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters

that are inherently uncertain and may change in subsequent periods.

Certain accounting estimates are particularly sensitive because of

our significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly

from management’s current judgments.

Our significant accounting policies are more fully described in Note 3 to the consolidated

financial statements, but we believe that the following critical accounting policies involve the most significant estimates and judgments

used in the preparation of our financial statements.

receivable, net

of long-lived assets and Goodwill

forward purchase liabilities

Use of Estimates and Assumptions

The preparation of consolidated financial statements

in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts

of revenues and expenses during the periods presented.

Significant accounting estimates reflected in our consolidated financial statements

include estimates of allowances for doubtful accounts, estimates of impairment of long-lived assets and goodwill, valuation

of prepaid forward purchase and warrant, valuation allowance of deferred tax assets, and other provisions

and contingencies.

Actual results could differ from these estimates.

Accounts receivable, net

Accounts receivable are recorded at the invoiced amount

less an allowance for any uncollectible accounts and do not bear interest, which are due after 30 to 90 days, depending on the credit

term with our customers.

Our management reviews the adequacy of the allowance for doubtful accounts on an ongoing basis, using historical

collection trends and aging of receivables.

Currently, our policy is to provide 100% allowance on balance over 2 years past due, 40% allowance

on balance between 1 – 2 years past due, 10% allowance on balance between 10 – 12 months past due, and 1% on balance between

7 – 9 months past due.

Our management also periodically evaluates individual customer’s financial condition, credit history,

and the current economic conditions to make adjustments in the allowance when it is considered necessary.

Account balances are charged

off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

Our management

continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary.

Impairment of long-lived assets and

In accordance with ASC 360-10, Long-lived

assets, including property and equipment with finite lives are reviewed for impairment whenever events or changes in circumstances

(such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying

value of an asset may not be recoverable.

We assess the recoverability of the assets based on the undiscounted future cash flows the

assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result

from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the

If an impairment is identified, We would reduce the carrying amount of the asset to its estimated fair value based on a

discounted cash flows approach or, when available and appropriate, to comparable market values.

As of December 31, 2022 and 2021,

approximately $0.2 million and nil impairment on intangible assets was recognized, respectively.

Goodwill represents the excess of the consideration

paid of an acquisition over the fair value of the net identifiable assets of the acquired subsidiaries at the date of acquisition.

is not amortized and is tested for impairment at least annually, more often when circumstances indicate impairment may have occurred.

Goodwill is carried at cost less accumulated impairment losses.

If impairment exists, goodwill is immediately written off to its fair

value and the loss is recognized in the consolidated statements of income and comprehensive income.

Impairment losses on goodwill are

not reversed.

For the year ended December 31, 2022, management evaluated the recoverability of goodwill by performing a qualitative

assessment on the two reporting units and determine that it is more likely than not that the fair value of each reporting unit is less

than its carrying amount.

Therefore, management performed quantitative assessment, fully impairment loss on goodwill of $971,229 was recognized

for the year ended December 31, 2022, as the carrying amount of each reporting unit is in excess of its fair value for the year ended

December 31, 2022.

Prepaid forward purchase

In connection with the Forward Purchase Agreement,

we recognized prepaid forward purchase liabilities in accordance with ASC 480-10-25-8 by using carry and reverse carry arbitrage model

to determine the fair value of the prepaid forward purchase liabilities as we have the obligation to pay cash to settle the maturity consideration.

In accordance with ASC 480, Distinguishing

Liabilities from Equity , we have determined that the prepaid forward contract is a financial instrument other than a share that represent

or are indexed to obligations to repurchase the issuer’s equity shares by transferring assets, referred to herein as the “prepaid

forward purchase liability” on the consolidated balance sheets.

We initially measure the prepaid forward purchase liability at fair

value and measured subsequently at fair value with changes in fair value recognized in earnings.

As of the closing of the Business Combination, the fair value of the prepaid forward purchase liability was determined to be $7,409,550.

Subsequently, the change of fair value of the prepaid forward purchase liability was amounted to a loss of $12,911,503 for the year end

December 31, 2022.

As of December 31, 2022, the prepaid forward purchase liabilities amounted to $20,321,053.

account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific

terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480, Distinguishing Liabilities

from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment considers

whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to

ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the

warrants are indexed to our ordinary shares and whether the warrant holders could potentially require “net cash settlement”

in a circumstance outside of our control, among other conditions for equity classification.

This assessment, which requires the use of

professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants

are outstanding.

issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component

of equity at the time of issuance.

We determined that upon further review of the warrant agreements, we concluded that the warrants qualify

for equity accounting treatment.

completion of the business combination, all of 8i’s public and private warrants remain outstanding were replaced by our public

and private warrants.

We treated such warrants replacement as a warrant modification and no incremental fair value was recognized.

We account for income taxes in accordance with U.S.

GAAP for income taxes.

The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable

or disallowed.

It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is calculated using the balance sheet

liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in

the consolidated financial statements and the corresponding tax basis.

In principle, deferred tax liabilities are recognized for all taxable

temporary differences.

Deferred tax assets are recognized to the extent that it is probable that taxable income will be utilized with

prior net operating loss carried forwards using tax rates that are expected to apply to the period when the asset is realized, or the

liability is settled.

Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged

directly to equity.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than

not that some portion or all of the deferred tax assets will not be utilized.

Current income taxes are provided for in accordance with

the laws of the relevant tax authorities.

Our assumptions on valuation allowance includes our subsidiaries historical operating result

and likelihood of whether we expect we can realize such deferred tax assets in the near future.

An uncertain tax position is recognized as a benefit

only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination

being presumed to occur.

The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized

on examination.

Recent Accounting Pronouncements

See Note 3 of the notes to the consolidated financial

statements for a discussion of recently issued accounting standards.

Quantitative and Qualitative Disclosures about

Interest Rate Risk

We are exposed to interest rate risk while we have

short-term bank, private lender, and third-party loans outstanding.

Although interest rates for short-term loans are typically fixed for

the terms of the loans, the terms are typically twelve months and interest rates are subject to change upon renewal.

Credit risk is controlled by the application of credit

approvals, limits and monitoring procedures.

Credit risk is managed through in-house research and analysis of the economy and the underlying

obligors and transaction structures.

We identify credit risk collectively based on industry, geography and customer type.

the credit risk of our sales to our customers, we mainly reflect the “probability of default” by the customer on our contractual

obligations and consider the current financial position of the customer and the current and likely future exposures to the customer.

Liquidity Risk

We are exposed to liquidity risk, which is risk that

will be unable to provide sufficient capital resources and liquidity to meet commitments and business needs.

Liquidity risk is controlled

by the application of financial position analysis and monitoring procedures.

When necessary, we will turn to other financial institutions

and related parties to obtain short-term funding to cover any liquidity shortage.

Foreign Exchange Risk

While our reporting currency is the U.S.

majorities of our consolidated revenues and consolidated costs and expenses are denominated in SGD, VND and MYR.

Majorities of assets

are denominated in SGD, VND and MYR.

As a result, we are exposed to foreign exchange risk as revenues and results of operations may be

affected by fluctuations in the exchange rate between the U.S.

dollar, SGD, VND and MYR.

If the SGD, VND and MYR depreciates against the

dollar, the value of our SGD, VND and MYR revenues, earnings and assets as expressed in U.S.

dollar financial statements will decline.

We have not entered into any hedging transactions in an effort to reduce exposure to foreign exchange risk.

Quantitative and Qualitative Disclosure About Market Risk

Not required for smaller reporting companies.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis