What changed in this filing

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Item 9A. Controls and Procedures

2023-06-28 compared with 2022-08-29 · 2803 added, 1335 removed, 65 unchanged (98% of the section changed)

1 unchanged sentence

of disclosure controls and procedures .

required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation

of the effectiveness of the design and operation of our disclosure controls and procedures as of July 31, 2022.

Based upon their evaluation,

our Chief Executive Officer and Chief Financial Officer concluded that, the Company’s disclosure controls and procedures (as defined

in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective as of July 31, 2022.

A material weakness is a deficiency, or

combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material

misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Report on Internal Controls Over Financial Reporting

Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting

or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the

SEC for newly public companies.

in Internal Control over Financial Reporting

There were no changes in our internal

control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during

the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over

financial reporting.

Our Chief Executive Officer and our Chief Financial Officer have evaluated the effectiveness

of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period

covered by this Annual Report on Form 10-K.

Our disclosure controls and procedures are designed to ensure that information we are required

to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time

periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our

chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Annual Report on Internal Control over Financial Reporting

is responsible for establishing and maintaining adequate internal control over financial reporting at the Company.

The Company’s

internal control over financial reporting is a process designed under the supervision of the Chief Executive Officer and Chief Financial

Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements

for external reporting purposes in accordance with generally accepted accounting principles, and includes those policies and procedures

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of

the assets of the Company;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance

with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with

authorizations of management and directors of the Company;

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s

assets that could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may deteriorate.

Chief Executive Officer and the Chief Financial Officer conducted an evaluation of the effectiveness of our internal control over financial

reporting as of December 31, 2022, based on the framework and criteria established in Internal Control – Integrated Framework,

issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

of the previously disclosed material weakness in our internal control over financial reporting discussed below, our Chief Executive Officer

and Chief Financial Officer concluded that, as of December 31, 2022, our disclosure controls and procedures were not effective.

of this fact, our Chief Executive Officer and Chief Financial Officer have performed additional analyses, reconciliations, and other

post-closing procedures and have concluded that, notwithstanding the material weakness in our internal control over financial reporting,

the consolidated financial statements for the periods covered by and included in this Annual Report on Form 10-K fairly present, in all

material respects, our financial position, results of operations and cash flows for the periods presented in conformity with GAAP.

identified material weakness.

Prior to the Business Combination, EUDA was a private company with limited accounting personnel and

other resources with which to address internal controls and procedures.

EUDA and our independent registered public accounting firm identified

material weaknesses and significant deficiencies in the Company’s internal controls over financial reporting in connection with

the audits of EUDA’s financial statements for the years ended December 31, 2021.

A “material weakness” is

a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility

that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

A “significant

deficiency” is a deficiency or a combination of deficiencies in internal control over financial reporting that is less severe than

a material weakness, yet important enough to merit attention by those responsible for oversight of the Company’s financial reporting.

material weaknesses that were identified related to:

(i) lack of sufficient financial reporting and accounting personnel, especially

those with understanding of U.S.

GAAP knowledge;

(ii) lack of proper mechanism to identify and assess the experience and qualification

of third-party specialists.

As a result of these material weaknesses, the Company’s

management concluded that our internal control over financial reporting was not effective as of December 31, 2022 and 2021.

in the process of developing a plan to remediate these material weaknesses and will continue to identify additional appropriate

remediation measures.

However, the material weaknesses will not be considered remediated until the remediation plan has been fully

implemented, the applicable controls are fully operational for a sufficient period of time, and the Company has concluded, through

testing, that the newly implemented and enhanced controls are operating effectively.

Remediation Plan.

Management and our Audit

Committee are currently reviewing and determining a plan to remediate the material weakness described above and to enhance our overall

control environment.

We will not consider the material weakness remediated until our enhanced control is operational for a sufficient

period of time and tested, enabling management to conclude that the enhanced controls are operating effectively.

Our remediation plan

includes (1) hiring of additional finance and accounting staff with qualifications and work experiences in U.S.

GAAP and SEC reporting

requirements to formalize and strengthen the key internal control over financial reporting;

(2) allocating sufficient resources to prepare

and review financial statements and related disclosures in accordance with U.S.GAAP and SEC reporting requirements, (3) hiring of qualified

consultant to assess Sarbanes-Oxley Act compliance readiness, to assess where we can improve our overall internal control over financial

reporting function, and to assist us in implementing improvements where necessary;

and (4) setting up an effective internal mechanism

to perform background check, identify and assess the qualification of the engaged third-party specialists;

and (5) consulting with experienced

valuation specialist on a timely basis.

this time, EUDA cannot predict the success of such efforts or the outcome of future assessments of the remediation efforts.

company, EUDA is required to further design, document and test the Company’s internal controls over financial reporting to comply

with Sarbanes-Oxley Act Section 404.

If existing material weaknesses or control deficiencies are not remediated or if material weaknesses

or control deficiencies occur in the future, EUDA may be unable to report the Company’s financial results accurately on a timely

basis or help prevent fraud, which could cause EUDA’s reported financial results to be materially misstated and result in the loss

of investor confidence or delisting and cause the market price of EUDA’s ordinary shares to decline.

If we have material weaknesses

in the future, it could affect the financial results that the Company reports or create a perception that those financial results do

not fairly state EUDA’s financial position or results of operations.

Either of those events could have an adverse effect on the

value of the Company’s ordinary shares.

limitation on the effectiveness of internal control.

The effectiveness of any system of internal control over financial reporting,

including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating

the controls and procedures, and the inability to eliminate misconduct completely.

Accordingly, in designing and evaluating the disclosure

controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter

how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives.

the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required

to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Moreover, projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may deteriorate.

We intend to continue to monitor and upgrade our internal

controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with

effective internal control over financial reporting.

Other Information

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Disclosures Regarding Foreign Jurisdiction that Prevent Inspections

Directors, Executive Officers and Corporate Governance

following table sets forth information about our directors and executive officers as of the date of this Annual Report.

Directors and Executive Officers

directors and executive officers, their ages and positions are as follows:

Dong (James) Tan

Executive Officer, and Chairman

Hong (William) Yap

Financial Officer and Director

is a summary of the business experience of each our executive officers and directors.

Dong (James) Tan has been our Chief Executive Officer and director since inception.

Tan has more than 20 years’ experience

in managing private and public companies based in Asia and in the USA.

He is the Director and CEO of 8i Capital Limited, a company focusing

on investments and merger and acquisitions.

Tan served as the Chief Executive Officer and Chairman of 8i Enterprises Acquisition

Corp., a blank check company listed on Nasdaq, from March 2018 until September 2020 when it consummated its business combination with

He served as the Chairman and Chief Executive Officer of Moxian Inc., a Nasdaq listed company, from 2013 to 2017 and as

a director from 2019 to 2021.

From 2003 to 2006, he was the Chairman and CEO of Vashion Group Ltd, a company listed on the Singapore

Stock Exchange, and from 2005 to 2008, he was the CEO and director of Vantage Corporation Limited, a company listed on the Singapore

Stock Exchange.

From 2006 to 2009, he served as a director on the Board of Pacific Internet Limited, a company listed on Nasdaq, until

its sale to Connect Holdings Limited, a group comprising of Ashmore Investment Management Limited, Spinnaker Capital Limited and Clearwater

Capital Partners, LLC.

Tan graduated from the National University of Singapore (NUS) with a Bachelor of Arts in 1985.

Hong (William) Yap, CFA, has been our Chief Financial Officer and Director since inception.

He served as the Chief Financial

Officer and a Director of 8i Enterprises Acquisition Corp., a blank check company listed on Nasdaq, from March 2018 until September 2020

when it consummated its business combination with Diginex Ltd.

Mr Yap served a director of Moxian, Inc., a company that is listed on

Nasdaq, from May 2019 to October 2021.

Yap served as the Head of Investment Banking for Shanghai Pingmei Shenma Finance Leasing Private

Limited, a company based in Shanghai, China from March 2016 to February 2019.

He founded Cataya Pte Ltd, a business that focuses on originating

private equity transactions, loans and M&A deals in Asia, with an emphasis on China, Myanmar and Indonesia, in January 2011 and served

as its director until 2019.

Prior to this, he specialized in originating proprietary private equity and venture deals in China for investment

funds in Singapore for Hupomone Capital Partners (Singapore) Pte Ltd (2009-2011) and Evia Capital Partners Pte Ltd (2006-2009).

to then, between 1995 and 2004, he worked in various positions for Ascendas Land (Singapore) Pte Ltd, Singapore Telecom Ltd, PrimePartners

Asia Capital Ltd, and IPCO International Ltd.

Yap graduated from the University of Oxford with a degree in Physics and has been a

member of the CFA Institute since 2000.

Liew has more than 25 years of experience in several multi-national organizations, such as Matsushita Denki, General

Motors, Intel as well as Urmet Telecoms Italy.

He served as a Director 8i Enterprises Acquisition Corp., a blank check company listed

on Nasdaq, from March 2018 until September 2020 when it consummated its business combination with Diginex Ltd, and of Moxian, Inc.

March 2014 to August 2016.

Liew served as the President, Chief Executive Officer and director of Rebel Group, Inc., a Singapore company,

from February 2013 to January 2015.

Liew was instrumental in setting up the first manufacturing plant of Urmet Telecommunications

S.p.A in China and fine-tuning its supply chain.

Prior to that, Mr.

Liew was the General Manager of Aztech Singapore Pte Ltd’s

plant in China from 2001 through 2005.

From 1992 through 2001, he served as the Head of Operations of the manufacturing facilities of

Phoenix Mecano S E Asia Pte Ltd in Singapore.

Liew received his certificate in Electrical Engineering from Singapore Technical Education

He also completed the management study programs in City and Guilds regarding Electrical and Electronics in 1974, Industrial

Training Board at MOE Singapore in 1976, Matsushita DENKI Management Development Program in 1978, General Motors Institute in 1983 and

Intel University in 1987.

Liew is fluent in English and Chinese.

We believe that Mr.

Liew is qualified to serve as our director because

he brings many years of experience in operations and management in both Singapore and in China.

Rajpal is a Chartered Accountant and member of the Institute of Chartered Accountants in England & Wales

During his career, he has gained broad-ranging commercial experience developed in the US, Europe, Middle East and Far East,

with a particular focus on M&A, financial management and insolvency/restructuring.

The Company’s current directors

and executive officers are as follows:

Wei Wen Kelvin Chen

Chief Executive Officer, Executive Director

Steven John Sobak

Chief Financial Officer

Executive Director

Ajay Kumar Rajpal

Kong-Yew Wong

Below is a summary of the business experience of each

of the directors and executive officers of the Company:

Wei Wen Kelvin Chen .

Wei Wen Kelvin Chen brings over 20 years of expertise as a software executive, operation’s leader and strategy professional

within the healthcare sector.

Since 2019, he has served as the Chief Executive Officer and founder as well as the Executive Director at

Previously, from 2012 to 2017, Dr.

Chen worked at Healthway Medical Group (Healthway), the largest listed healthcare company in

Singapore with more than 100 medical clinics.

While at Healthway, he started off as the Group Marketing Manager (from 2012 to 2014), was

promoted to the Head of the Adult Specialist and CMO department (from 2014 to 2015), General Manager of the Specialist Division (2015)

and eventually served as the Vice President (from 2015 to 2017), where he was responsible for the enterprise’s operations and growth,

contributing to its exceptional revenue growth in 2015.

Dr, Chen was instrumental in restructuring exercise and strategizing the Healthcare

and Corporate Sales division to achieve the annual targets set by the board of Healthway, While at Healthway, Dr.

Chen saw the gaps within

the traditional healthcare infrastructure and an opportunity for technological innovation to propel digitalization across the entire health

ecosystem, spurring him to establish Kent Ridge Health.

Chen started his career with the Singapore Police Force (SPF) as a police

officer, where the experience of managing operations formed the foundations of his management skills.

He served as SPF’s IT consultant

on emerging technologies, managing information systems and operations.

In this role, he was instrumental in facilitating the overhaul

of SPF’s transition from outdated organization-wide technologies to cutting edge, cost-effective business solutions that dramatically

improved efficiency, decreased expenses, and optimized data integrity and safety.

Chen holds a Doctorate in Business Administration

from the University of South Australia and a Bachelor of Science, with honors, in Computer Science from the University of Greenwich.

Steven John Sobak .

Steven John Sobak has been serving as EUDA’s Chief Financial Officer since March 2022 and has over 45 years in healthcare administrative

experience covering most aspects of hospital management in both the public and private sectors, in general acute and various specialty

Within Singapore and Malaysia, he has served as Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer

at various hospitals ranging from 100 to over 1,500 beds.

Over the years he has worked in the US, Saudi Arabia, Singapore, Malaysia and

with consulting assignments in China and India.

Since 2014, Mr.

Sobak has been an Independent Healthcare Consultant for new, greenfield

and brownfield projects as well as other potential ventures in Singapore, where he offered healthcare related consulting and advisory

services of both.

He provided guidance and feasibility study preparations for projects in China to gather required information, guidance

and direction for managing the planning, construction and pre-opening requirements.

From June 2010 to July 2016, he served as the Chief

Operating Officer (June 2010 to January 2016) and Senior Director of National Neuroscience Institute (January 2016 to July 2016).

Sobak was the Chief Executive Officer of Singapore Cord Blood Bank from January 2009 through June 2015.

Concurrently, he

was the Senior Instructor at Business Continuity Management Institute.

From October 1969 through January 2014, he held various positions

at Singapore Management University - Singhealth, Healthcura Consulting Pvt Ltd, KK Women’s and Children’s Hospital, United

Engineers Group (Medical Hall Ltd), Southern Hospital Group, Tan Tock Seng Hospital Pte Ltd and Hospital Corporation of America/International

At various times in his career, he had direct operational responsibility for many departments such as Finance, Purchasing, Corporate

Communications, Quality Service Management (QSM), Legal, Facilities and Maintenance Operations, Bio-Medical Services, IT, and more.

introduced the concept of Pre-Admission Patient Financial Counseling in 1989, which was subsequently adopted by all hospitals in Singapore.

He has supervised and been responsible for various Divisions within the Executive, Allied Health, Outpatient, Operational Support, etc.

He has also authored / co-authored and published two books on healthcare related topics.

Sobak holds a Master’s Degree in Finance

and a Bachelor’s Degree in Management, both from Wayne State University.

Alfred Lim has over 44 years of experience in international trade business, covering the Asia Pacific region.

He started his career

in 1978 with May & Baker Ltd/Rhone Poulenc Singapore Pte Ltd, one of Europe’s top chemicals and pharmaceutical companies,

before moving on to Neste Chemicals Trading Singapore Pte Ltd in 1990, where he was the Managing Director responsible for sales and

marketing to companies in United States, Europe, and Asia.

Between 1994 to 2002, he was the managing director of Borealis Singapore

Pte Ltd, managing the company’s Asia Pacific offices and distributors.

Lim’s remit, Borealis Singapore was

awarded the International Trade Award from Ministry of Finance, Approved International Trader status from Ministry of Trade &

Industry and Singapore 1,000 Ranking for Highest Returns on Shareholders’ Funds for year 1998/1999.

In 2002, Mr Lim co-founded

Akashi Sdn Bhd, a Malaysian distributor for chemicals which was later sold to East Asiatic Chemicals/Brenntag.

From 2006 to 2018,

Lim acted as a senior consultant to An Duong Group, setting up a distributor network in Vietnam for international bathroom

product brands.

Since 2018, he has been a consultant to Roca Group, the world’s largest sanitary ware manufacturer for

Alfred received his Bachelor of Science (Honors) degree in Chemistry from the University of Singapore in 1976, Graduate

diploma in Marketing from Singapore Institute of Management in 1986.

Lew has over 25 years of business experience.

Lew started his career as an auditor with KPMG LLP for nearly 3 years before joining

Wong Fong Industries Ltd where he served for 16 years as the Executive Director and remains as a board member.

He served as the Executive

Chairman of Y Ventures Group Ltd from March 2019 to July 2022, where his role was to drive the e-commerce group’s strategic direction

and growth and to provide mentorship to management.

Lew has served on the board of Eggriculture Foods Ltd since January 2023.

serves on Executive Committee Board of WMRAS (Waste Management and Recycle Association of Singapore), the Board of Directors of Northlight

School, and the NTU Nanyang Business School Alumni Board.

Lew was nominated for the Straits Times’ Singaporean of the

Year for his contribution to small and medium-sized entities (SMEs) and innovation in Singapore.

Lew has a Bachelor’s Degree

in Accountancy with a Minor in Banking and Finance from the Nanyang Technological University of Singapore.

Ajay Kumar Rajpal .

Ajay Kumar Rajpal is a Chartered Accountant and member of the Institute of Chartered Accountants in England & Wales (ICAEW).

his career, he has gained broad-ranging commercial experience developed in the US, Europe, Middle East and Far East, with a particular

focus on M&A, financial management and insolvency/restructuring.

Post qualification, Mr.

Rajpal held a number

of finance-related roles which involved working for periods in the US, Europe, Middle East and Far East.

Rajpal held a number of finance-related roles

which involved working for periods in the US, Europe, Middle East and Far East.

Since 2011, Mr.

run his own consultancy business, NAS Corporate Services Ltd, providing companies with various corporate services, such as

assistance with their pre-IPO funding, the IPO process and post IPO management.

Rajpal has project managed the initial public

offering process and assisted with the associated funding of two businesses on AIM, namely New Trend Lifestyle Group Plc, which

provides Feng Shui products and services across Asia, and Zibao Metals Recycling Group Plc, a Hong Kong and China based metals

recycling company.

He currently acts as a non-executive director for Phimedix Plc (formerly named Zibao Metals Recycling Group Plc),

and Dozens Savings Plc.

Rajpal assisted AIM-listed MNC Strategic Investments Plc (“MNC Strategic”) with the

restructuring of its debt and overseeing the disposal of the non-performing assets of the company.

Following disposal of its main

assets, MNC Strategic became an investing company on AIM, seeking acquisitions in the telecom, media and technology sectors.

Rajpal has also listed Grand Vision Media Holdings Plc, a special purpose acquisition company on the London Stock Exchange, which

successfully completed a reverse takeover of an outdoor media business in Hong Kong/China.

Rajpal has run his own consultancy business,

NAS Corporate Services Ltd, providing companies with various corporate services, such as assistance with their pre-IPO funding, the IPO

process and post IPO management.

Rajpal has project managed the initial public offering process and assisted with the associated funding

of two businesses on AIM, namely New Trend Lifestyle Group Plc, which provides Feng Shui products and services across Asia, and Zibao

Metals Recycling Group Plc, a Hong Kong and China based metals recycling company.

He currently is a director of Grand Vision Media Holdings

Plc, RC365 Holding Plc and Essentially Group Plc, all of which are listed on the London Stock Exchange.

Rajpal was previously an independent

director of Moxian, Inc., a US company with a China based internet business, and 8i Enterprises Acquisition Corp, both listed on

Rajpal was appointed as director of RC365 Holding Plc on March 9, 2022 and Goodplant Ventures Plc on April 6, 2022.

believe that Mr.

Rajpal is qualified to serve as our director because of his experience with publicly traded companies in a number

of jurisdictions.

Arrow, MD, CFA .

Arrow is the Chief Financial Officer of Carlsmed, Inc., 15-person commercial-stage orthopedic implant manufacturer

that sells personalized spinal implants to improve outcomes in lumbar spinal fusion surgery and beyond, and has been the Chief Financial

Officer of Protagenic Therapeutics, Inc., a pre-clinical biotechnology virtual company, since November 2015.

He served as a Director

8i Enterprises Acquisition Corp., a blank check company listed on Nasdaq, from March 2018 until September 2020 when it consummated its

business combination with Diginex Ltd.

He serves on the board of directors of two medical technology companies:

Zelegent, Inc., which

sells a minimally-invasive tool for otolaryngologist sleep specialists to treat snoring in a simple office-based procedure, and Paragonix

Technologies, which sells the world’s leading solid organ transport device.

He previously served on the Board of Neumedicines,

Inc., an immuno-oncology company developing a first-in-class broad-spectrum anti-cancer agent.

He served as a Director of Biolase, Inc.

BIOL), a manufacturer of dental lasers, from June 2010 to December 2014.

From June 2010 to June 2013, he chaired the Audit and

Compensation committees of the Board of Directors of Biolase, Inc.

and was the President and Chief Operating Officer of the company from

June 2013 to December 2014.

Prior to Biolase, Inc., from June 2012 to May 2013, Dr.

Arrow was the Chief Medical Officer of Stanford-affiliated

neuroscience company Circuit Therapeutics, Inc.

Prior to that, he spent five years as the Chief Financial Officer of cardiovascular device

manufacturer Arstasis, Inc.

Before entering medical technology operating roles, Dr.

Arrow spent nine years running medical technology

equity research at three Wall Street firms, the last five years as the head of medical technology research at Lazard, Ltd.

He also served

as the Chief Financial Officer of the Patent & License Exchange, Inc.

He began his surgical residency at the UCLA Medical Center

in 1996 before leaving to go into business.

He has an MD from Harvard Medical School and a BA in Biophysics, magna cum laude, from Cornell

We believe that Dr.

Arrow is qualified to serve as our director because of his experience in C-level operating roles of medical

technology companies in multiple stages of development, corporate governance, finance, and his experience in medical technology equity

Officer and Director Compensation

than the $10,000 per month administrative fee paid to our Sponsor and the 15,000 founder shares transferred by the Sponsor, in the

aggregate, to our directors prior to the consummation of the IPO, no compensation of any kind, including finders, consulting or

other similar fees, has been paid or will be paid to any of our existing shareholders, including our directors, or any of their

respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination.

However, such individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf

such as identifying potential target businesses and performing due diligence on suitable business combinations.

There is no limit on

the amount of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by anyone other than

our board of directors and audit committee, which includes persons who may seek reimbursement, or a court of competent jurisdiction

if such reimbursement is challenged.

the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting,

management or other fees from the combined company.

All the these fees will be fully disclosed to shareholders, to the extent then known,

in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination.

It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will

be responsible for determining executive officer and director compensation.

Any compensation to be paid to our executive officers will

be determined by a compensation committee constituted solely of independent directors.

do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation

of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment

or consulting arrangements to remain with us after the initial business combination.

The existence or terms of any such employment or

consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting

a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business

combination will be a determining factor in our decision to proceed with any potential business combination.

We are not party to any

agreements with our executive officers and directors that provide for benefits upon termination of employment.

requires that a majority of our board must be composed of “independent directors.” Currently, Kwong Yeow Liew, Ajay Rajpal,

and Alexander Arrow would each be considered an “independent director” under the Nasdaq listing rules, which is defined generally

as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which,

in the opinion of the company’s board of directors would interfere with the director’s exercise of independent judgment in

carrying out the responsibilities of a director.

Our independent directors will have regularly scheduled meetings at which only independent

directors are present.

will only enter into a business combination if it is approved by a majority of our independent directors.

Additionally, we will only

enter into transactions with our officers and directors and their respective affiliates that are on terms no less favorable to us than

could be obtained from independent parties.

Any related-party transactions must also be approved by our audit committee and a majority

of disinterested independent directors.

the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee all of whom must

be independent.

Effective as of the date of this prospectus, we have established an audit committee of the board of directors, which

consists of Kwong Yeow Liew, Ajay Rajpal, and Alexander Arrow, each of whom is an independent director under Nasdaq’s listing standards.

Ajay Rajpal is the Chairperson of the audit committee.

The audit committee’s duties, which are specified in our Audit Committee

Charter, include, but are not limited to:

and discussing with management and the independent auditor the annual audited financial statements,

and recommending to the board whether the audited financial statements should be included

in our Form 10-K;

with management and the independent auditor significant financial reporting issues and judgments

made in connection with the preparation of our financial statements;

with management major risk assessment and risk management policies;

the independence of the independent auditor;

the rotation of the lead (or coordinating) audit partner having primary responsibility for

the audit and the audit partner responsible for reviewing the audit as required by law;

and approving all related-party transactions;

and discussing with management our compliance with applicable laws and regulations;

● pre-approving

all audit services and permitted non-audit services to be performed by our independent auditor,

including the fees and terms of the services to be performed;

or replacing the independent auditor;

● determining

the compensation and oversight of the work of the independent auditor (including resolution

of disagreements between management and the independent auditor regarding financial reporting)

for the purpose of preparing or issuing an audit report or related work;

● establishing

procedures for the receipt, retention and treatment of complaints received by us regarding

accounting, internal accounting controls or reports which raise material issues regarding

our financial statements or accounting policies;

reimbursement of expenses incurred by our management team in identifying potential target

Experts on Audit Committee

audit committee will at all times be composed exclusively of “independent directors” who are “financially literate”

director of Moxian, Inc., a US company with a China based internet business listed on Nasdaq.

Kong-Yew Wong .

Kong-Yew Wong has been serving as the Group CEO at D’Mace Pty Ltd (Australian) since September 2021, responsible for the company’s

corporate governance, strategic directions and performance.

He has also served as the lead consultant in several initiatives with ASEAN

Wong has also been serving as the Executive Director of E-Plus Ltd.

in Australia since November 2020.

He is also an international

keynote speaker with appearances at major international conference in Asia, and features in newspapers and TV news (with personal interview

at Astro Awani, Berita, TV2 etc).

From April 2017 to September 2020, Dr.

Wong served as the CEO at DYBIOTECH Bhd., a privately-held company

in Malaysia that promotes beauty tourism to Malaysia.

Wong received his Bachelor of Business Administration degree in Economics from

Western Michigan University in December 1996.

He received his Master of Economics from Universiti Putra Malaysia in December 2000.

Wong received his Ph.D.

degree in Economics from Strathclyde University in December 2004.

Director Independence

requires that a majority of our board must be composed of “independent directors.” Currently, Eric Lew, Ajay Rajpal, and Kong-Yew

Wong would each be considered an “independent director” under the Nasdaq listing rules, which is defined generally as a person

other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion

of the company’s board of directors would interfere with the director’s exercise of independent judgment in carrying out the

responsibilities of a director.

Our independent directors will have regularly scheduled meetings at which only independent directors are

Audit Committee

the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee all of whom must be

Our audit committee of the board of directors consists of Ajay Kumar Rajpal, Eric Lew, and Kong-Yew Wong, each of whom is

an independent director under Nasdaq’s listing standards.

Ajay Kumar Rajpal is the Chairperson of the audit committee.

committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to:

reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form 10-K;

discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;

discussing with management major risk assessment and risk management policies;

monitoring the independence of the independent auditor;

verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

reviewing and approving all related-party transactions;

inquiring and discussing with management our compliance with applicable laws and regulations;

pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;

appointing or replacing the independent auditor;

determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies;

approving reimbursement of expenses incurred by our management team in identifying potential target businesses.

Financial Experts on Audit

committee will at all times be composed exclusively of “independent directors” who are “financially literate”

as defined under Nasdaq listing standards.

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understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.

addition, we must certify to Nasdaq that the committee has, and will continue to have, at least one member who has past employment experience

in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results

in the individual’s financial sophistication.

The board of directors has determined that Ajay Rajpal qualified as an “audit

we must certify to Nasdaq that the committee has, and will continue to have, at least one member who has past employment experience in

finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in

the individual’s financial sophistication.

The board of directors has determined that Ajay Kumar Rajpal qualified as an “audit

committee financial expert,” as defined under rules and regulations of the SEC.

as of the date of this prospectus, we have established a nominating committee of the board of directors, which consists of Kwong Yeow

Liew, Ajay Rajpal, and Alexander Arrow, each of whom is an independent director under Nasdaq’s listing standards.

Kwong Yeow Liew

is the Chairperson of the nominating committee.

The nominating committee is responsible for overseeing the selection of persons to be

nominated to serve on our board of directors.

The nominating committee considers persons identified by its members, management, shareholders,

investment bankers and others.

for Selecting Director Nominees

guidelines for selecting nominees, which are specified in the Nominating Committee Charter, generally provide that persons to be nominated:

have demonstrated notable or significant achievements in business, education or public service;

possess the requisite intelligence, education and experience to make a significant contribution

to the board of directors and bring a range of skills, diverse perspectives and backgrounds

to its deliberations;

have the highest ethical standards, a strong sense of professionalism and intense dedication

to serving the interests of the shareholders.

nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity

and professionalism in evaluating a person’s candidacy for membership on the board of directors.

The nominating committee may require

certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and

will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members.

directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking

proposed nominees to stand for election at the next annual meeting of shareholders (or, if applicable, a special meeting of shareholders).

Our shareholders that wish to nominate a director for election to the Board should follow the procedures set forth in our memorandum

and articles of association.

Nominating Committee

Our nominating

committee of the board of directors consists of Kong-Yew Wong, Eric Lew, and Ajay Kumar Rajpal, each of whom is an independent director

under Nasdaq’s listing standards.

Kong-Yew Wong is the Chairperson of the nominating committee.

The nominating committee is responsible

for overseeing the selection of persons to be nominated to serve on our board of directors.

The nominating committee considers persons

identified by its members, management, shareholders, investment bankers and others.

Guidelines for Selecting

Director Nominees

The guidelines

for selecting nominees, which are specified in the Nominating Committee Charter, generally provide that persons to be nominated:

should have demonstrated notable or significant achievements in business, education or public service;

should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations;

should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.

The nominating

committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism

in evaluating a person’s candidacy for membership on the board of directors.

The nominating committee may require certain skills

or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider

the overall experience and makeup of its members to obtain a broad and diverse mix of board members.

The board of directors will also

consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to

stand for election at the next annual meeting of shareholders (or, if applicable, a special meeting of shareholders).

Our shareholders

that wish to nominate a director for election to the Board should follow the procedures set forth in our memorandum and articles of association,

The nominating committee does not distinguish among nominees recommended by shareholders and other persons.

as of the date of this prospectus, we have established a compensation committee of the board of directors, which consists of Kwong Yeow

Liew, Ajay Rajpal, and Alexander Arrow, each of whom is an independent director under Nasdaq’s listing standards.

Alexander Arrow

is the Chairperson of the compensation committee.

The compensation committee’s duties, which are specified in our Compensation

Committee Charter, include, but are not limited to:

and approving on an annual basis the corporate goals and objectives relevant to our Chief

Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance

in light of such goals and objectives and determining and approving the remuneration (if

any) of our Chief Executive Officer’s based on such evaluation;

and approving the compensation of all of our other executive officers;

our executive compensation policies and plans;

● implementing

and administering our incentive compensation equity-based remuneration plans;

management in complying with our proxy statement and annual report disclosure requirements;

all special perquisites, special cash payments and other special compensation and benefit

arrangements for our executive officers and employees;

required, producing a report on executive compensation to be included in our annual proxy

evaluating and recommending changes, if appropriate, to the remuneration for directors.

Compensation Committee

Our compensation

committee of the board of directors consists of Eric Lew, Ajay Kumar Rajpal, and Kong-Yew Wong, each of whom is an independent director

under Nasdaq’s listing standards.

Eric Lew is the Chairperson of the compensation committee.

The compensation committee’s

duties, which are specified in our Compensation Committee Charter, include, but are not limited to:

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer’s based on such evaluation;

reviewing and approving the compensation of all of our other executive officers;

reviewing our executive compensation policies and plans;

implementing and administering our incentive compensation equity-based remuneration plans;

assisting management in complying with our proxy statement and annual report disclosure requirements;

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

if required, producing a report on executive compensation to be included in our annual proxy statement;

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding

the foregoing, as indicated above, no compensation of any kind, including finders, consulting or other similar fees, will be paid to

any of our existing shareholders, including our directors or any of their respective affiliates, prior to, or for any services they render

the foregoing, as indicated above, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any

of our existing shareholders, including our directors or any of their respective affiliates, prior to, or for any services they render

in order to effectuate, the consummation of a business combination.

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to be entered into in connection with such initial business combination.

have adopted a code of ethics that applies to all of our executive officers, directors and employees.

The code of ethics codifies the

business and ethical principles that govern all aspects of our business.

investors should be aware of the following potential conflicts of interest:

of our officers and directors are required to commit their full time to our affairs and, accordingly,

they may have conflicts of interest in allocating their time among various business activities.

the course of their other business activities, our officers and directors may become aware

of investment and business opportunities which may be appropriate for presentation to our

company as well as the other entities with which they are affiliated.

Our management has

pre-existing fiduciary duties and contractual obligations and may have conflicts of interest

in determining to which entity a particular business opportunity should be presented.

officers and directors may in the future become affiliated with entities, including other

blank check companies, engaged in business activities similar to those intended to be conducted

by our company.

insider shares owned by our officers and directors will be released from escrow only if a

business combination is successfully completed and subject to certain other limitations.

Additionally, our officers and directors will not receive distributions from the trust account

with respect to any of their insider shares if we do not complete a business combination.

Furthermore, our initial shareholders have agreed that the private units will not be sold

or transferred by them until after we have completed our initial business combination.

addition, our officers and directors may loan funds to us after the IPO and may be

owed reimbursement for expenses incurred in connection with certain activities on our behalf

which would only be repaid if we complete an initial business combination.

For the foregoing

reasons, the personal and financial interests of our directors and executive officers may

influence their motivation in identifying and selecting a target business, completing a business

combination in a timely manner and securing the release of their shares.

directors, officers and Sponsor, may also purchase public units or shares during or after

the IPO, including in the open market or through privately negotiated transactions.

During the offering, if any of our directors and officers or our Sponsor participates in

the offering as an anchor investor, they may receive incentives which offer greater economic

benefits than those available to public investors in the offering.

In addition, in order

to incentivize the participation of certain potential anchor investors, our Sponsor may offer

or share its economics in certain of our securities with such potential anchor investors,

the net effect of which could be to provide greater economic benefit to such potential anchor

investors than that provided to other investors in the offering.

British Virgin Islands’ Companies Law, directors owe the following fiduciary duties:

duty to act in good faith in what the director believes to be in the best interests of the company as a whole;

to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

(iii) directors

should not improperly fetter the exercise of future discretion;

not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests;

to exercise independent judgment.

addition to the above, directors also owe a duty of care which is not fiduciary in nature.

This duty has been defined as a requirement

to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person

carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience

which that director has.

set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing,

or to otherwise benefit as a result of their position.

However, in some instances what would otherwise be a breach of this duty can be

forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors.

This can be done by

way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval

at general meetings.

as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business

opportunities meeting the above-listed criteria to multiple entities.

In addition, conflicts of interest may arise when our board evaluates

a particular business opportunity with respect to the above-listed criteria.

We cannot assure you that any of the above mentioned conflicts

will be resolved in our favor.

Furthermore, most of our officers and directors have pre-existing fiduciary obligations to other businesses

of which they are officers or directors.

To the extent they identify business opportunities which may be suitable for the entities to

which they owe pre-existing fiduciary obligations, our officers and directors will honor those fiduciary obligations.

Accordingly, it

is possible they may not present opportunities to us that otherwise may be attractive to us unless the entities to which they owe pre-existing

fiduciary obligations and any successors to such entities have declined to accept such opportunities.

order to minimize potential conflicts of interest which may arise from multiple corporate affiliations, each of our officers and directors

has contractually agreed, pursuant to a written agreement with us, until the earliest of a business combination, our liquidation or such

time as he ceases to be an officer or director, to present to our company for our consideration, prior to presentation to any other entity,

any suitable business opportunity which may reasonably be required to be presented to us, subject to any pre-existing fiduciary or contractual

obligations he might have.

following table summarizes the other relevant pre-existing fiduciary or contractual obligations of our officers and directors:

of Individual

of Affiliated Company

Meng Dong (James) Tan

8i Holdings2 Limited

Director and shareholder

Bright Growth Capital Ltd.

Good Eastern Investment Holdings Ltd.

Director and shareholder

8i Capital Limited

Director and shareholder

8i Enterprises Pte.

Director and shareholder

Guan Hong (William) Yap

Elve Ceramcrete Pte Ltd.

Director and shareholder

NAS Corporate Services Ltd.

Director and shareholder

Brookmans Park Roads Ltd.

Director and shareholder

Phimedix Plc.

MEC Asian Fund

Grand Vision Media Holdings Plc

Stormont School

Cyber Lion Limited

Dozens Savings Plc.

Director and shareholder

RC365 Holding Plc

Goodplant Ventures Plc

Alexander Arrow

Carlsmed, Inc.

Employee and shareholder

Protagenic Therapeutics, Inc.

Employee and shareholder

Zelegent, Inc.

Director and shareholder

Paragonix Technologies, Inc.

Director and shareholder

Kwong Yeow Liew

Joy Housekeepers Pte Ltd.

Director and shareholder

connection with the vote required for any business combination, all of our existing shareholders, including all of our officers and directors,

have agreed to vote their respective insider shares and private shares in favor of any proposed business combination.

In addition, they

have agreed to waive their respective rights to participate in any liquidation distribution with respect to those ordinary shares acquired

by them prior to the IPO.

If they purchased ordinary shares in the IPO or in the open market, however, they would be entitled

to participate in any liquidation distribution in respect of such shares but have agreed not to convert such shares (or sell their shares

in any tender offer) in connection with the consummation of our initial business combination or an amendment to our amended and restated

memorandum and articles of association relating to pre-business combination activity.

ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed

by us to be no less favorable to us than are available from unaffiliated third parties.

Such transactions will require prior approval

by our audit committee and a majority of our uninterested “independent” directors, or the members of our board who do not

have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel.

will not enter into any such transaction unless our audit committee and a majority of our disinterested “independent” directors

determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such

a transaction from unaffiliated third parties.

further minimize conflicts of interest, we have agreed not to consummate our initial business combination with an entity that is

affiliated with any of our officers, directors or initial shareholders, unless we have obtained (i) an opinion from an independent

investment banking firm that the business combination is fair to our unaffiliated shareholders from a financial point of view and

(ii) the approval of a majority of our disinterested and independent directors (if we have any at that time).

Furthermore, in no

event will any of our initial shareholders, officers, directors, special advisors or their respective affiliates be paid any

finder’s fee, consulting fee or other similar compensation prior to, or for any services they render in order to effectuate,

the consummation of our initial business combination, except that the payment to our Sponsor of a monthly fee of $10,000 for general

and administrative services including office space, utilities and secretarial support.

on Liability and Indemnification of Officers and Directors.

amended and restated memorandum and articles of association provide that, subject to certain limitations, the company shall indemnify

its directors and officers against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement

and reasonably incurred in connection with legal, administrative or investigative proceedings.

Such indemnity only applies if the person

acted honestly and in good faith with a view to what the person believes is in the best interests of the company and, in the case of

criminal proceedings, the person had no reasonable cause to believe that their conduct was unlawful.

The decision of the directors as

to whether the person acted honestly and in good faith and with a view to the best interests of the company and as to whether the person

had no reasonable cause to believe that his conduct was unlawful and is, in the absence of fraud, sufficient for the purposes of the

memorandum and articles of association, unless a question of law is involved.

The termination of any proceedings by any judgment, order,

settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act

honestly and in good faith and with a view to the best interests of the company or that the person had reasonable cause to believe that

his conduct was unlawful.

will enter into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification

provided for in our amended and restated memorandum and articles of association.

Our amended and restated memorandum and articles of

association also will permit us to purchase and maintain insurance on behalf of any officer or director who at the request of the Company

is or was serving as a director or officer of, or in any other capacity is or was acting for, another company or a partnership, joint

venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether

or not the company has or would have had the power to indemnify the person against the liability as provided in the amended and restated

memorandum and articles of association.

We will purchase a policy of directors’ and officers’ liability insurance that insures

our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against

our obligations to indemnify our officers and directors.

provisions may discourage shareholders from bringing a lawsuit against our directors for breach of their fiduciary duty.

These provisions

also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action,

if successful, might otherwise benefit us and our shareholders.

Furthermore, a shareholder’s investment may be adversely affected

to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced

officers and directors.

as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us

pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy

as expressed in the Securities Act and is theretofore unenforceable.

16(a) Beneficial Ownership Reporting Compliance

16(a) of the Exchange Act requires the Company’s directors, officers and stockholders who beneficially own more than 10% of any

class of equity securities of the Company registered pursuant to Section 12 of the Exchange Act, collectively referred to herein as the

“Reporting Persons,” to file initial statements of beneficial ownership of securities and statements of changes in beneficial

ownership of securities with respect to the Company’s equity securities with the SEC.

All Reporting Persons are required by SEC

regulation to furnish us with copies of all reports that such Reporting Persons file with the SEC pursuant to Section 16(a).

on our review of the copies of such reports and upon written representations of the Reporting Persons received by us, we believe that

all filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely

Code of Ethics

adopted a code of ethics that applies to all of our executive officers, directors and employees.

The code of ethics codifies the business

and ethical principles that govern all aspects of our business.

Executive Compensation

have not entered into any employment agreements with our executive officers and have not made any agreements to provide benefits upon

termination of employment.

Officers and Director Compensation

executive officer has received any cash compensation for services rendered to us.

No compensation of any kind, including finders, consulting

or other similar fees, will be paid to any of our existing stockholders, including our directors, or any of their respective affiliates,

prior to, or for any services they render in order to effectuate, the consummation of a business combination.

However, such individuals

will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential

target businesses and performing due diligence on suitable business combinations.

There is no limit on the amount of these out-of-pocket

expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors and audit committee,

which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth as of August 29, 2022 the number of Ordinary Shares beneficially owned by (i) each person who is known by

us to be the beneficial owner of more than five percent of our issued and outstanding shares of ordinary shares, (ii) each of our

officers and directors;

and (iii) all of our officers and directors as a group.

As of August 29, 2022, we had 11,073,500 shares of ordinary

shares issued and outstanding.

otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares

of ordinary shares beneficially owned by them.

The following table does not reflect record of beneficial ownership of any shares of ordinary

shares issuable upon exercise of the warrants, as the warrants are not exercisable within 60 days of August 29, 2022.

and Address of Beneficial Owner (1)

Number of Shares Beneficially Owned

Approximate Percentage of Outstanding Ordinary Shares

Holdings 2 Pte Ltd (3)

Dong (James) Tan (3)

Guan Hong (William) Yap

Alexander Arrow

Kwong Yeow Liew

All current directors and executive officers as a group (five individuals)

Holders of 5% or more of our Ordinary Shares

8i Holdings 2 Pte Ltd (3)

This section describes the executive

compensation for EUDA’s executive officers since the Company was formed on January 21, 2021 (the “Formation Date”).

This discussion may contain forward-looking statements that are based on EUDA’s current plans, considerations, expectations and

determinations regarding future compensation.

From the Formation Date until

the Closing of the Business Combination, Mr.

Meng Dong (James) Tan served as Chief Executive Officer and Mr.

Guan Hong (William) Yap served

as Chief Financial Officer of the Company.

Yap were the Company’s only executive officers, principal or otherwise,

prior to the Closing of the Business Combination.

Prior to the Closing of the Business Combination, no executive officers received any

cash compensation for services rendered to the Company.

No compensation of any kind, including finders, consulting or other similar fees,

were paid to any shareholders, including directors, or any of their respective affiliates, prior to, or for any services rendered in order

to effectuate, the Business Combination.

the Closing of the Business Combination, the former directors and executive officers of 8i resigned, and certain independent directors

and EUDA’s executive officers were appointed.

Except for Mr.

Alfred Lim, all independent directors appointed at the Closing have

either resigned or been removed from the board.

EUDA’s current compensation structure is designed to align executives’ compensation

with the Company’s business objectives and the creation of shareholder value, while helping EUDA to continue to attract, motivate

and retain individuals who contribute to the long-term success of the Company.

Compensation for executive officers consists, at this

time, only of base salary.

The annual salary of each of EUDA’s executive officers for the year of 2022 is set forth in the summary

compensation table below.

incentive plan compensation ($)

Name and Position

Stock-based awards ($)

based awards ($)

Annual incentive plans

Long term incentive plans

All other compensation ($)

Total compensation ($)

Chief Executive Officer

Steven John Sobak

Chief Financial Officer

Daniel Tan(1)

Former Chief Technology Officer

Tan left the Company on May 12, 2023.

Material Terms of Employment

Chen receives an annual salary

of $390,000 for his service as Chief Executive Officer with no set term of employment.

Sobak receives an annual salary of $110,000

for his service as Chief Financial Officer.

Sobak’s term of employment is set to expire on February 29, 2024, unless further

renewed or extended.

Tan receives an annual salary of $143,000 for his service as Chief Technology Officer with no set term of employment.

Tan left the Company on May 12, 2023.

Following any termination of service, (i) Dr.

Chen may not be employed in Singapore in a known

directly competing business providing health platforms and healthcare policies to corporations for a period of six months and (ii) Mr.

Sobak and Mr.

Tan may not be employed in Singapore in a known directly competing business providing health platforms and healthcare policies

to corporations for a period of one year.

Director Compensation

The Company does not pay, and

historically has not ever paid, directors for service to its board of directors or its board committees.

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters

The following

table sets forth information regarding the beneficial ownership of ordinary shares of EUDA Health Holdings Limited as of June 19, 2023,

each person who is known to be the beneficial owner of more than 5% of the outstanding ordinary shares of the Company;

each of the Company’s directors and named executive officers;

all directors and executive officers of the Company as a group.

ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security

if he, she, or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently

exercisable or exercisable within 60 days.

The beneficial

ownership percentages set forth in the following table are based on 24,777,509 ordinary shares of EUDA Health Holdings Limited outstanding

as of June 19, 2023.

otherwise indicated, the Company believes that all persons named in the table below have sole voting and investment power with respect

to the voting securities beneficially owned by them.

Unless otherwise indicated, the address of each individual below is 1 Pemimpin Drive

#12-07, One Pemimpin Singapore 576151.

Name of Beneficial Owner

Ordinary Shares

of EUDA Health

Holdings Limited

Five Percent Holders

Watermark Developments Limited (1)

Meng Dong (James) Tan (2)

otherwise indicated, the business address of each of the individuals is c/o 8i Acquisition

2 Corp., c/o 6 Eu Tong Sen Street #08-13 Singapore 059817.

Tan, the Company’s Chief Executive Officer and Chairman is the sole shareholder and

director of 8i Holdings 2 Pte Ltd, our sponsor.

Tan has sole voting and dispositive power

over the shares.

The address for 8i 2 Holdings Limited is c/o 8i Acquisition 2 Corp., c/o

6 Eu Tong Sen Street #08-13 Singapore 059817.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

RELATIONSHIPS AND RELATED TRANSACTIONS

Related Person Transactions

January 21, 2021 and February 5, 2021, 8i Holdings Limited paid an aggregate price of $25,000, or approximately $0.017 per share, to

cover certain offering costs in consideration for 1,437,500 Ordinary Shares (the “Founder Shares”).

On April 12, 2021, 8i

Holdings Limited transferred an aggregate of 1,437,500 Founder Shares to the Sponsor, a company wholly owned by Mr.

Meng Dong (James)

Tan, the Company’s CEO, for $25,000.

On June 14, 2021, the Sponsor transferred 15,000 Founder Shares in the aggregate to the Company’s

directors for nominal consideration.

On October 25, 2021, the Company issued an additional 718,750 Ordinary Shares which were purchased

by the Sponsor for $12,500, resulting in an aggregate of 2,156,250 ordinary shares outstanding.

The issuance was considered as a nominal

issuance, in substance a recapitalization transaction, which was recorded and presented retroactively.

The Founder Shares are identical

to the Ordinary Shares included in the Units sold in the IPO.

of the Founder Shares issued and outstanding prior to the date of the IPO were placed in escrow with an escrow agent until the earlier

of six months after the date of the consummation of an initial business combination and the date on which the closing price of the Company’s

Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations)

for any 20 trading days within any 30-trading day period commencing after the Initial Business Combination or earlier, if, subsequent

to the initial business combination, the Company consummates a liquidation, merger, share exchange or other similar transaction which

results in all of its shareholders having the right to exchange their shares for cash, securities or other property.

Note - Related Party

January 12, 2022, Mr.

Meng Dong (James) Tan, the Company’s CEO, agreed to loan the Company 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 the Company 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,” and together with the January Note and the March Note, the

“Promissory Notes”).

The Promissory Notes were non-interest bearing and payable promptly after the date on which the

Company consummates 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 Private Units containing

the same securities as issued in the Company’s IPO and by providing the Company 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

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

to Related Parties

of July 31 , 2022

and 2021, the total amount contains administrative service fee of $83,000 and $0 accrued by our Sponsor, respectively.

the year ended July 31, 2022, Mr.

Meng Dong (James) Tan, our Chief Executive Officer, loaned us $3,894 to cover certain operating expenses

of the Company.

As of July 31, 2022, the total amount due to Mr.

Tan was $3,894.

of July 31, 2022 and 2021, 8i Enterprises Pte Ltd., a company wholly-owned by Mr.

Meng Dong (James) Tan, our CEO, had loaned us an aggregate

of $0 and $396,157 in regard to the costs associated with formation and the IPO, respectively.

Such loan is non-interest bearing.

December 6, 2021, we repaid $396,157 of related party loans.

Administrative

have agreed, commencing on the effective date of the IPO, to pay the affiliate of our Sponsor a monthly fee of an aggregate of $10,000

for office space, utilities and personnel.

This arrangement will terminate upon the completion of a business combination or the distribution

of the Trust Account to the public shareholders.

For the year ended July 31, 2022, we have accrued a $83,000 of administrative service

fee, which is included in formation and operating costs on the statements of operations.

Code of Ethics, requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts

of interests, except under guidelines approved by the Board of Directors (or the Audit Committee).

Related-party transactions are defined

as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or

any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater

than 5% beneficial owner of our ordinary shares, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has

or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial

owner of another entity).

A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult

to perform his or her work objectively and effectively.

Conflicts of interest may also arise if a person, or a member of his or her family,

receives improper personal benefits as a result of his or her position.

also require each of our directors and executive officers to annually complete a directors’ and officers’ questionnaire that

elicits information about related party transactions.

Audit Committee, pursuant to its written charter, will be responsible for reviewing and approving related-party transactions to the extent

we enter into such transactions.

All ongoing and future transactions between us and any of our officers and directors or their respective

affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties.

Such transactions

will require prior approval by our audit committee and a majority of our uninterested “independent” directors, or the members

of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent

legal counsel.

We will not enter into any such transaction unless our audit committee and a majority of our disinterested “independent”

directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect

to such a transaction from unaffiliated third parties.

Additionally, we require each of our directors and executive officers to complete

a directors’ and officers’ questionnaire that elicits information about related party transactions.

procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a

conflict of interest on the part of a director, employee or officer.

To further minimize potential conflicts

of interest, we have agreed not to consummate a with an entity which is affiliated with any of our initial shareholders unless we obtain

an opinion from an independent investment banking firm that the Business Combination is fair to our unaffiliated shareholders from a

financial point of view.

Furthermore, in no event will any of our existing officers, directors or initial shareholders, or any entity

with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they

render in order to effectuate, the consummation of a business combination.

Global Markets, LLC listing standards require that a majority of our board of directors be independent.

For a description of the director independence, see above Part III, Item 10 - Directors, Executive Officers and Corporate Governance.

Directors and Executive Officers

Wei Wen Kelvin Chen (3)

Steven John Sobak (4)

Ajay Kumar Rajpal

Kong-Yew Wong

All Directors and Executive Officers of the Company as a Group (7 persons)

Represents beneficial ownership of less than 1%.

9,660,000 ordinary shares were issued to Watermark Developments Limited at closing of the Business Combination, of which at closing of the Business Combination (a) approximately 25.6% are beneficially owned by Fan Pingli through Wilke Services Limited, at Suite 9, Ansuya Estate, Revolution Avenue Victoria, Mahe, Seychelles, (b) approximately 11.1% are beneficially owned by Kelvin Chen, through Interglobe Venture Inc, at Ground Floor, Coastal Building, Wickhams Cay II, PO Box 3169, Road Town, Tortola, British Virgin Islands, (c) approximately 10.9% are beneficially owned by Hartanto through Mount Locke Limited, at Suite 9, Ansuya Estate, Revolution Avenue Victoria, Mahe, Seychelles, (d) approximately 10.9% are beneficially owned by Koh Yong Pau through Pine Alliance Limited, at Vistra Corporate Services Centre, Wickhams Cay II Road Town, Tortola VG 1110 British Virgin Islands, (e) approximately 10.9% are beneficially owned by Kng Pong Sai through Scotgold Holdings Limited, at Vistra Corporate Services Centre, Wickhams Cay II Road Town, Tortola VG 1110 British Virgin Islands, and (f) approximately 10.9% are beneficially owned by Janic Pacific Limited, at Vistra Corporate Services Centre, Wickhams Cay II Road Town, Tortola VG 1110 British Virgin Islands.

The remaining shareholders of Watermark Developments Limited each own less than 5% of Watermark Developments Limited.

The address of Watermark Developments Limited is c/o Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

Includes (i) 2,223,850 shares held by 8i Holdings 2 Pte.

Ltd of which Mr.

Tan is the sole shareholder and director and therefore has the sole voting and dispositive power over these shares;

and (ii) 146,125 shares underlying warrants acquired by Mr.

Tan in a private placement that closed concurrently with the Company’s initial public offering.

The address for 8i Holdings 2 Pte.

Ltd is c/o 6 Eu Tong Sen Street #08-13 Singapore 059817.

Kelvin Chen beneficially owns 100,000 ordinary shares of Watermark, which owns 9,660,000 Company Ordinary Shares.

Steven John Sobak beneficially owns 535 ordinary shares of Watermark, which owns 9,660,000 Company Ordinary Shares.

Certain Relationships and Related Transactions and Director

the fiscal year ended December 31, 2022 and through the date of this Annual Report, EUDA (including any of its subsidiaries) has entered into the following related party

transactions (with each transaction involving the aggregate amount in excess of $120,000) with our executive officer, director,

nominee to become a director or a holder of more than 5% of our ordinary shares, including any of their immediate family members and

affiliates, and entities owned or controlled by such persons.

Settlement Agreement with Kelvin Chen, our CEO

26, 2023, EUDA issued to Dr.

Kelvin Chen, EUDA’s CEO, 850,306 restricted ordinary shares at $1.00 per share pursuant to a settlement

agreement between Dr.

Chen and EUDA, dated May 16, 2023 (the “Chen Settlement Agreement”) in full satisfaction of Dr.

claim for unpaid loans in the aggregate principal amount of $850,306 (or approximately S$1,136,264.06) of Kent Ridge Healthcare Singapore

(“KRHSG”), a wholly-owned subsidiary of EUDA.

In order to comply with Nasdaq’s shareholder approval requirement

for issuance of stock to an executive officer of a company pursuant to Nasdaq Listing Rule 5635(c), EUDA, KRHSG and Dr.

Chen amended the

Chen Settlement Agreement by entering into a Supplemental Agreement (the “Supplemental Agreement”) on June 6, 2023, so that

the shares issued to Dr.

Chen would be issued at a per share price not less than the closing bid price of $1.47 per share on May 15, 2023,

the day prior to the execution of the Chen Settlement Agreement.

Pursuant to the Supplemental Agreement, Dr.

Chen has agreed to release

and discharge KRHSG of all claims in return for 578,439 ordinary shares at $1.47 per share, and to forfeit and surrender 271,867 ordinary

shares of the 850,306 ordinary shares issued to him on May 16, 2023.

Agreements with James Tan, former Chief Executive

Officer and significant shareholder

On January 12, 2022, March 28,

2022 and August 16, 2022, the Company issued promissory notes to Mr.

Tan in the amount of $300,000, $500,000 and $200,000, respectively,

evidencing loans from Mr.

Tan to the Company for working capital purposes.

On November 17, 2022 at the Closing of the Business Combination,

$300,000 was repaid to Mr.

Tan and a new convertible promissory note was issued in the aggregate principal amount of $700,000 (the “Tan

The Tan 2022 Note was interest free and was due on the one-year anniversary of the Closing of the Business Combination.

Pursuant to the Tan 2022 Note, on November 17, 2023, the maturity date, James Tan would have the right to convert the unpaid principal

amount of the Tan 2022 Note into ordinary shares of the Company based on the five day volume weighted average price of the Company’s

ordinary shares immediately preceding the maturity date.

to a loan agreement dated January 9, 2023, James Tan loaned the Company an additional $145,450 (the “Initial Tan Loan”) at

8% interest per annum and was to be repaid by March 31, 2023.

The Initial Tan Loan was not timely repaid by March 31, 2023, and was replaced

as disclosed below.

to a second loan agreement with the Company dated April 24, 2023, James Tan loaned the Company an additional $332,750 (the “Tan

Second Loan”) at 8% interest per annum, which matures on the earlier of June 30, 2023 or within seven days of the Company receiving

the proceeds from the sales of securities in the private placement (the “Private Placement”).

Pursuant to the terms of the

Tan Second Loan, the Company agreed to issue to James Tan a new promissory note in the principal amount of $145,450 dated April 24, 2023

(the “Tan First Loan”) to replace the Initial Tan Loan.

The Tan First Loan contained the same payment terms as the Tan Second

15, 2023, James Tan entered into a third loan agreement with the Company pursuant to which James Tan agreed to loan the Company an additional

$22,500 (the “Tan Third Loan”), provided that the Company issued a new promissory note to James Tan in the principal amount

of $700,000 (the “Tan 2023 Note”) to replace the Tan 2022 Note.

The Tan Third Loan would bear interest at 8% per annum, and

would be repaid upon the earlier of June 30, 2023 or within seven days of the Company receiving the proceeds from the sales of securities

in the Private Placement.

15, 2023, the Company issued to James Tan the Tan 2023 Note to replace the Tan 2022 Note.

The Tan 2023 Note was an interest-free convertible

promissory note in the aggregate principal amount of $700,000.

On May 15, 2023, James Tan elected to convert the entire unpaid principal

in the amount of $700,000 of the Tan 2023 Note into ordinary shares of the Company at $1.00 per share in accordance with the terms of

the Tan 2023 Note.

On May 16, 2023, the Company issued to James Tan 700,000 ordinary shares in full satisfaction of the Tan 2023 Note.

Pursuant to the terms of the Tan 2023 Note, the Company has agreed to register the 700,000 ordinary shares for resale.

We refer to these

700,000 restricted ordinary shares as the “Converted Shares.” As of the date of this report, the Tan 2023 Note has been converted

in full into the Converted Shares and is no longer outstanding.

On May 16, 2023, the Company issued

to James Tan an aggregate of 478,200 restricted ordinary shares pursuant to a Settlement Agreement between the Company and James Tan dated

May 16, 2023 in full settlement of all obligations of the Company under the Tan First Loan and the Tan Second Loan.

As of the date of

this report, the Tan Third Loan remains outstanding.

the above related party transactions were approved by the Company’s Board of Directors and ratified by its audit committee pursuant

to the Related Party Transactions Policy described below and the audit committee charter.

Cadence Health Pte.

had the same shareholders as EUDA prior to the Business Combination and until April 2022, was a related party clinic service vendor of

As of December 31, 2022, EUDA had an aggregate receivable amount of $266,653 with Cadence which has since been repaid.

year ended December 31, 2022, EUDA incurred and owed to Cadence an aggregate medical service fee of $496,383.

Beginning in April 2022,

EUDA directly utilized third party clinic service providers and no longer used Cadence.

See Note 15 of the notes to the consolidated financial

Indemnification Agreements

At the Closing of the Business

Combination, the Company entered into indemnification agreements with each of its directors and executive officers.

Each indemnification

agreement provides for indemnification and advancement by the Company of certain expenses and costs relating to claims, suits or proceedings

arising from service as an officer, director, employee, agent or fiduciary of the Company to the fullest extent permitted by applicable

We believe that these indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

Forgiveness of debt by a related party

On March 31, 2022, the Company and Wilke entered into

a deed of release of debt (“Deed”), pursuant to the Deed, upon the closing of the Business Combination, Wilke agrees to release

and discharge the Company from the Obligation to repay to Wilke of $2,763,018.

As Wilke’s shareholder also is a shareholder of the

Company under common control, such debt forgiveness were treated as an addition to the Company’s capital during the year ended December

Amended and Restated Registration Rights Agreement

In connection with the closing

of the Business Combination, the Company entered into an amended and restated registration rights agreement with certain existing shareholders

of the Company and with the Seller with respect to their ordinary shares of the Company acquired before or pursuant to the Share Purchase,

and including the shares issuable on conversion of the warrants issued to the Sponsor in connection with the Company’s initial public

offering and any shares issuable on conversion of working capital loans from the Sponsor to the Company .

The Company further amended

the amended and restated registration rights agreement (as amended, the “Amended and Restated Registration Rights Agreement”)

to include certain noteholders with respect to the ordinary shares of the Company issuable upon conversion of the Convertible Notes made

in connection with the closing of the Business Combination.

Those securities are referred to herein collectively as the “Registrable

Securities.” Pursuant to the terms of the Amended and Restated Registration Rights Agreement, following the Closing, the Company

is to file with the SEC a registration statement on Form S-3 (or Form S-1) covering the resale of all or such maximum portion of the Registrable

Securities as permitted by the SEC.

The Amended and Restated Registration Rights Agreement does not contain liquidating damages or other

cash settlement provisions resulting from delays in registering the Registrable Securities.

The Company will bear the expenses incurred

in connection with the filing of any such registration statements.

Related Party Transactions Policy

Immediately following the Closing

of the Business Combination, the Company’s board of directors adopted a written Related Party Transactions Policy that sets forth

our policies and procedures regarding the identification, review, consideration and oversight of “related party transactions.”

For purposes of our policy only, a “related party transaction” is a transaction, arrangement or relationship (or any series

of similar transactions, arrangements or relationships) in which (i) we (including any of our subsidiaries, if any) we are or will be

a participant, (ii) the aggregate amount involved exceeds or may be expected to exceed $100,000, and (iii) a related party has or will

have a direct or indirect material interest.

Subject to certain limitations,

transactions involving compensation for services provided to us as an employee or director will not be considered related party transactions

under this policy.

A related party is any executive officer, director, nominee to become a director or a holder of more than 5% of any

class of our voting securities (including our ordinary shares), including any of their immediate family members and affiliates, including

entities owned or controlled by such persons.

A related party is also someone who has a position or relationship with any firm, corporation

or other entity that engages in the transaction if (i) such person is employed or is a general partner or principal or in a similar position

with significant decision making influence, or (ii) the direct or indirect ownership by such person and all other foregoing persons, in

the aggregate, is 10% or greater in another person which is party to the transaction.

Under the policy, any related

party, or any director, officer or employee of ours who knows of the transaction, must report the information regarding the proposed related

party transaction to our audit committee for review.

To identify related party transactions in advance, we will rely on information supplied

by our executive officers, directors and certain significant shareholders.

In considering related party transactions, our audit committee

will take into account the relevant available facts and circumstances, which may include, but are not limited to:

whether the transaction was undertaken in the ordinary course of business of the Company;

whether the transaction was initiated by the Company, a subsidiary, a controlled company of the Company, or the related party;

whether the transaction with the related party is proposed to be, or was, entered into on terms no less favorable to the Company than terms that could have been reached with an unrelated third party;

the approximate dollar value of the transaction involved, particularly as it relates to the related party;

any other information regarding the transaction or the related party that would be material to the Company’s shareholders in light of the circumstances of the particular transaction.

All related party transactions

may be consummated or continued only if approved or ratified by our audit committee.

No director or member of our audit committee may

participate in the review, approval or ratification of a transaction with respect to which he or she is a related party, except that such

member may be counted for purposes of a quorum and shall provide such information with respect to the transaction as may be reasonably

requested by other members of our audit committee.

Code of Business Conduct and Ethics

We have also adopted a Code of Business Conduct and

Ethics, a copy of which is posted on our website at https://euda.com/.

Principal Accountant Fees and Services

Accounting Fees

the fiscal year ended July 31, 2022 and the period from January 21, 2021 (inception) through July 31, 2021, the firm of UHY, LLP (“UHY”),

independent registered public accounting firm, has acted as our principal independent registered public accounting firm.

The following

is a summary of fees paid or to be paid to UHY for services rendered.

Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements

and services that are normally provided by UHY in connection with regulatory filings.

The aggregate fees billed by UHY for professional

services rendered for the audit of our annual financial statements, the registration statement, the closing 8-K and other required filings

with the SEC for the fiscal year ended July 31, 2022 and the period from January 21, 2021 (inception) through July 31, 2021 totaled $88,311

and $78,550, respectively.

The above amount includes interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related

We did not pay UHY for consultations concerning financial accounting and reporting standards for the fiscal year ended

July 31, 2022 or the period from January 21, 2021 (inception) through July 31, 2021.

We did not pay UHY for tax planning and tax advice for the fiscal year ended July 31, 2022 and the period from January

21, 2020 (inception) through July 31, 2021.

We did not pay UHY for other services for the fiscal year ended July 31, 2022 or the period from January 21, 2021

(inception) through July 31, 2021.

Public Accounting Fees

following table presents fees approved by the Audit Committees and billed for professional services rendered for the years ended December

31, 2022 and 2021.

Audit Fees (1)

Audit-Related Fees (2)

All Other Fees (4)

Audit fees consist of fees for the audit of our annual financial statements and the reviews of our interim financial statements.

Audit fees for each period also include related services that are normally provided in connection with registration statements.

Audit-Related Fees.

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.

Tax fees consist of fees billed for professional services rendered by our independent registered public accounting firm for tax compliance, tax advice, and tax planning.

All Other Fees.

All other fees represent amounts billed in each of the years presented for services not classifiable under the other categories listed in the table above.

Pre-Approval of Services

our audit committee had not yet been formed when the work commenced in 2021, the audit committee was not able to pre-approve all of the

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Exhibits and Financial Statement Schedules

The following are filed with this report:

The financial statements listed on the Financial Statements

Not applicable

following exhibits are filed with this report.

Exhibits which are incorporated herein by reference can be obtained from the SEC’s

website at sec.gov.

Share Purchase Agreement, dated as of April 11, 2022, by and among EUDA Health Limited, Watermark Developments Limited, 8i Acquisition 2 Corp.

and Kwong Yeow Liew (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on April 12, 2022).

(a) The following documents are filed as part of this report:

All financial statements:

Report of Independent Registered Public Accounting Firm (Marcum Asia CPAs LLP, PCAOB ID 5395)

Report of Independent Registered Public Accounting Firm (Friedman LLP, PCAOB ID 711)

Balance Sheets as of December 31, 2022 and 2021

Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2022 and 2021

Statements of Changes in Shareholders’ Equity (Deficit) for the Years Ended December 31, 2022 and 2021

Statements of Cash Flows for the Years Ended December 31, 2022 and 2021

to Consolidated Financial Statements

Financial statement schedules

required by Item 601 of Regulation S-K:

Incorporated by Reference

Schedule/ Form

Share Purchase Agreement between 8i Acquisition 2 Corp., EUDA Health Limited, Watermark Developments Limited, and Kwong Yeow Liew dated April 11, 2022

December 23, 2022

Amendment No.

1 to Share Purchase Agreement, dated as of May 30, 2022, by and among EUDA Health Limited, Watermark Developments Limited, 8i Acquisition 2 Corp.

and Kwong Yeow Liew (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on June 1, 2022).

2 to Share Purchase Agreement, dated as of June 10, 2022, by and among Euda Health Limited, Watermark Developments Limited, 8i

Acquisition 2 Corp.

and Kwong Yeow Liew (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed with the

Securities and Exchange Commission on June 10, 2022).

Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on April 12, 2022).

Form of Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the Securities and Exchange Commission on April 12, 2022).

Form of Sellers Release (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed with the Securities and Exchange Commission on April 12, 2022).

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

1 to Share Purchase Agreement between 8i Acquisition 2 Corp., EUDA Health Limited, Watermark Developments Limited, and Kwong Yeow Liew dated May 30, 2022

December 23, 2022

Amendment No.

2 to Share Purchase Agreement between 8i Acquisition 2 Corp., EUDA Health Limited, Watermark Developments Limited, and Kwong Yeow Liew dated June 10, 2022

December 23, 2022

Amendment No.

3 to Share Purchase Agreement between 8i Acquisition 2 Corp., EUDA Health Limited, Watermark Developments Limited, and Kwong Yeow Liew dated September 7, 2022

December 23, 2022

Amended and Restated Memorandum and Articles of Association of EUDA Health Holdings Limited

December 23, 2022

Specimen Warrant Certificate

December 23, 2022

Form of Warrant Agreement between American Stock Transfer & Trust Company, LLC and 8i Acquisition 2 Corp.

December 23, 2022

Specimen Ordinary Share Certificate of EUDA Health Holdings Limited

December 23, 2022

Description of Registered Securities.

Form of Amended and Restated Registration Rights Agreement

December 23, 2022

Form of First Amendment to Amended and Restated Registration Rights Agreement

December 23, 2022

Form of Indemnification Agreement

December 23, 2022

Form of Lock-up Agreement

December 23, 2022

Form of Seller Release

December 23, 2022

Settlement Agreement with Mr.

Meng Dong (James) Tan, dated May 16, 2023

Settlement Agreement with 8i Holdings 2 Pte Ltd., dated May 16, 2023

Settlement Agreement with Shine Link Limited, dated May 16, 2023

Settlement Agreement with Menora Capital Pte Ltd, dated May 16, 2023

Settlement Agreement with Kelvin Chen, dated May 16, 2023

Supplemental Agreement with Kelvin Chen, dated June 6, 2023

Prepaid Forward Purchase Agreement dated November 9, 2022

November 10, 2022

Amendment to Prepaid Forward Agreement dated June 8, 2023

Prepaid Forward Purchase Agreement dated November 13, 2022

November 14, 2022

Amendment to Prepaid Forward Agreement dated June 8, 2023

Letter from UHY LLP to the SEC, dated November 23, 2022

November 23, 2022

List of Subsidiaries

Consent of Friedman LLP

Consent of Friedman LLP under “Change in Registrant’s Certifying Accountant”

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

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Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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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, thereunto duly authorized.

Acquisition 2 Corp.

August 29, 2022

Meng Dong (James) Tan

Dong (James) Tan

Executive Officer

Executive Officer)

Acquisition 2 Corp.

August 29, 2022

Guan Hong (William) Yap

Hong (William) Yap

Financial Officer

Financial and Accounting Officer)

8i ACQUISITION 2 CORP.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID 1195 )

Balance Sheets as of July 31, 2022 and 2021

Statements of Operations for the year ended July 31, 2022 and for the period from January 21, 2021 (inception) through July 31, 2022

Statements of Changes in Shareholders’ Equity (Deficit) for the year ended July 31, 2022 and for the period from January 21, 2021 (inception) through July 31, 2022

Statements of Cash Flows for the year ended July 31, 2022 and for the period from January 21, 2021 (inception) through July 31, 2022

Notes to Financial Statements

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* Filed herewith.

** Furnished herewith.

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned

thereunto duly authorized.

June 28, 2023

Wei Wen Kelvin Chen

Chief Executive Officer and Executive Director (principal executive officer)

Power of Attorney

KNOW ALL PERSONS BY THESE

PRESENTS, that each person whose signature appears below constitutes and appoints Wei Wen Kelvin Chen and Steven John Sobak, jointly and

severally, his or her attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments

to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the

Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes,

may do or cause to be done by virtue hereof.

Pursuant to the requirements

of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in

the capacities and on the dates indicated.

June 28, 2023

Wei Wen Kelvin Chen

Chief Executive Officer (principal executive officer)

June 28, 2023

Steven John Sobak

Chief Financial Officer (principal financial officer)

June 28, 2023

Ajay Kumar Rajpal

June 28, 2023

Executive Director

June 28, 2023

Kong-Yew Wong

EUDA HEALTH HOLDINGS LTD

Report of Independent Registered Public Accounting Firm (Marcum Asia CPAs LLP, PCAOB ID:

Report of Independent Registered Public Accounting Firm (Friedman LLP PCAOB ID:

Balance Sheets as of December 31, 2022 and 2021

Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2022 and 2021

Statements of Changes in Shareholders’ Equity (Deficit) for the Years Ended December 31, 2022 and 2021

Statements of Cash Flows for the Years Ended December 31, 2022 and 2021

to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and

of 8i Acquisition 2 Corp.

the Shareholders and Board of Directors of

Health Holdings Limited

on the Financial Statements

have audited the accompanying balance sheets of 8i Acquisition 2 Corp.

(the Company) as of July 31, 2022 and 2021, and the related statements

of operations, changes in shareholders’ equity, and cash flows as of and for the year ended July 31, 2022 and for the period from

January 21, 2021 (inception) to July 31, 2021, and the related notes (collectively referred to as the financial statements).

In our opinion,

the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2022 and 2021,

and the results of its operations and its cash flows for the year ended July 31, 2022 and for the period from January 21, 2021(inception)

to July 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Doubt about the Company’s Ability to Continue as a Going Concern

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

1 to the financial statements, the Company has no revenue, its business plan is dependent on the completion of a business combination

and the Company’s cash and working capital as July 31, 2022 are not sufficient to complete its planned activities for the upcoming

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The Company intends

to complete the proposed business combination before the mandatory liquidation date.

However, there can be no assurance that the Company

will be able to consummate any business combination by November 24, 2022.

The financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

have audited the accompanying consolidated balance sheet of EUDA Health Holdings Limited (the “Company”) as of December 31,

2022, the related consolidated statements of operations and comprehensive loss, changes in shareholders’ equity (deficit) and cash

flows for the year ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2022, and the results of its operations and its cash flows for the year ended December 31, 2022, in conformity with accounting principles

generally accepted in the United States of America.

Paragraph – Going Concern

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

fully described in Note 2, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise

additional funds to meet its obligations and sustain its operations.

These conditions raise substantial doubt about the Company’s

ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 2.

The consolidated

financial statements do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

As part of our audit

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

1 unchanged sentence

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

We have served as the Company’s auditor since 2021.

We believe that our audit provides

a reasonable basis for our opinion.

part of our audit of the financial statements as of and for the year ended December 31, 2022, we also audited the adjustments to the

2021 financial statements to retrospectively apply the change in accounting related to the reverse recapitalization described in Note

In our opinion, such adjustments are appropriate and have been properly applied.

We were not engaged to audit, review, or apply any

procedures to the 2021 financial statements, other than with respect to the retrospective adjustments and, accordingly, we do not express

an opinion or any other form of assurance on the 2021 financial statements as a whole.

Marcum Asia CPAs LLP

have served as the Company’s auditor since 2022 (such date takes into account the acquisition of certain assets of Friedman LLP

by Marcum Asia CPAs LLP effective September 1, 2022)

NEW YORK OFFICE ● 7 Penn Plaza ● Suite 830 ● New York, New York ● 10001

Phone 646.442.4845 ● Fax 646.349.5200

● www.marcumasia.com

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

the Board of Directors and Shareholders of

Health Limited

on the Consolidated Financial Statements

have audited, before the effects of the adjustments to retrospectively apply the change in accounting related to the reverse recapitalization

described in Note 4, the accompanying consolidated balance sheet of EUDA Health Limited (the “Company”) as of December 31,

2021, and the related consolidated statement of income and comprehensive income, changes in shareholders’ equity, and cash flows

for the year ended December 31, 2021, and the related notes (collectively referred to as the consolidated financial statements).

opinion, except for the effects of the adjustments to retrospectively apply the change in accounting related to the reverse recapitalization

described in Note 4, the consolidated financial statements present fairly, in all material respects, the financial position of the Company

as of December 31, 2021, and the results of its operation and its cash flow for the year ended December 31, 2021, in conformity with

accounting principles generally accepted in the United States of America.

were not engaged to audit, review or apply any procedures to the adjustments to retrospectively apply the change in accounting related

to the reverse recapitalization as described in Note 4, accordingly, we do not express an opinion or any other form of assurance about

whether such adjustments are appropriate and have been properly applied.

Those adjustments were audited by other auditor.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due

to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

served as the Company’s auditor in 2022

York, New York

ACQUISITION 2 CORP.

offering costs

held in Trust Account

3, 2022, except for Note 3 which is dated July 25, 2022

EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

CURRENT ASSETS

and shareholders’ equity (deficit)

offering costs and expenses

to related parties

note - related party

underwriting commissions

Restricted cash

Accounts receivable, net

Other receivables

Due from related parties

Prepaid expenses and other current assets

Forward purchase receivables

Total Current Assets

PROPERTY AND EQUIPMENT, NET

Other receivables - non-current

Prepaid expenses - non-current

Intangible assets, net

Operating lease right-of-use asset

Finance lease right-of-use assets

Loan to third party

LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY

CURRENT LIABILITIES

and contingencies

shares subject to possible redemption, 8,225,000

shares at redemption value

of $ 10.03 , and 400,000 shares at $ 8.27 carrying value

Shareholders’

Short term loans - bank and private lender

Short term loans - third parties

Promissory note

Convertible notes

Convertible notes - related parties

Accounts payable

Accounts payable - related party

Other payables and accrued liabilities

Other payables - related parties

Operating lease liability

Finance lease liabilities

Prepaid forward purchase liabilities

Taxes payable

Total Current Liabilities

OTHER LIABILITIES

Deferred tax liabilities

Operating lease liability - non-current

Finance lease liabilities - non-current

Total Other Liabilities

Total Liabilities

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS’ (DEFICIT) EQUITY

Ordinary shares, no

par value, unlimited

shares authorized, 20,191,770 shares and

9,333,333 shares outstanding as

of December 31, 2022 and 2021, respectively *

Retained earnings (accumulated deficit)

Accumulated other comprehensive (loss) income

Total Euda Health Holdings Limited Shareholders’ (Deficit) Equity

Noncontrolling interests

Total Shareholders’ (Deficit) Equity

Total Liabilities and Shareholders’ (Deficit) Equity

Giving retroactive effect to reverse recapitalization effected on November 17, 2022

The accompanying notes

are an integral part of the financial statements.

EUDA HEALTH HOLDINGS LTD

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Years Ended

Medical services

Medical services - related parties

Product sales

Property management services

Total Revenues

COST OF REVENUES

Medical services

Medical services - related party

Product sales

Property management services

Total Cost of Revenues

OPERATING EXPENSES:

General and administrative

Earnout share payment

Impairment loss on long-lived assets and goodwill

Research and development

Total Operating Expenses

LOSS FROM OPERATIONS

OTHER INCOME (EXPENSE)

Interest expense, net

Gain on disposal of subsidiary

Change in fair value of prepaid forward purchase liabilities

Other income, net

Investment income

Total Other Income (Expense), net

(LOSS) INCOME BEFORE INCOME TAXES

PROVISION FOR INCOME TAXES

NET (LOSS) INCOME

Net (income) loss attributable to noncontrolling interest

NET (LOSS) INCOME ATTRIBUTABLE TO EUDA HEALTH HOLDINGS LIMITED

NET (LOSS) INCOME

FOREIGN CURRENCY TRANSLATION ADJUSTMENT

TOTAL COMPREHENSIVE (LOSS) INCOME

Comprehensive (loss) income attributable to noncontrolling interest

COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO EUDA HEALTH HOLDINGS LIMIT

WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES*

Basic and diluted

(LOSS) EARNINGS PER SHARE

Basic and diluted

The accompanying notes

are an integral part of the financial statements.

EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGE IN SHAREHOLDERS’

EQUITY (DEFICIT)

shares, no par

unlimited shares

2,448,500 (excluding

400,000 shares subject to redemption) and 2,156,250 shares

issued and outstanding at July 31, 2022 and 2021, respectively (1)

paid-in capital

shareholders’ equity (deficit)

liabilities and shareholders’ equity (deficit)

of July 31, 2021, this number includes an aggregate of up to 281,250

shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

result of the full exercise of the over-allotment option by the underwriters upon the consummation of the IPO, these shares are no

longer subject to forfeiture (see Note 7).

October 25, 2021, the Company issued additional 718,750 ordinary shares which were purchased by the Sponsor, resulting

in an aggregate of 2,156,250 ordinary shares outstanding.

All shares and associated amounts have been retroactively restated to reflect

the share capitalization (see Note 5).

accompanying notes are an integral part of these financial statements.

ACQUISITION 2 CORP.

OF OPERATIONS

For the Period

from January 21, 2021

income (loss)

Ordinary shares

comprehensive

Noncontrolling

income (loss)

BALANCE, December 31, 2020

Foreign currency translation adjustment

BALANCE, December 31, 2021

Net income (loss)

Capital contributions

Forgiveness of debt by a related party

Earnout shares payment

Issuance of ordinary shares

Issuance of ordinary shares upon the Reverse Recapitalization

Foreign currency translation adjustment

BALANCE, December 31, 2022

The accompanying notes

are an integral part of the financial statements.

EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

Net (loss) income

Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:

Amortization of intangible assets

Amortization of operating right-of-use asset

Amortization of finance right-of-use assets

Provision for doubtful accounts

Deferred taxes benefits

Investment income

Gain on disposal of subsidiary

Earnout payment

Impairment loss on goodwill

Impairment loss on intangible assets

Change in fair value of prepaid forward purchase liabilities

Change in operating assets and liabilities

Accounts receivable

Interest receivable from loan to third party

Other receivables

Prepaid expenses and other current assets

Accounts payable

Accounts payables - related party

Other payables and accrued liabilities

Taxes payable

Operating lease liability

Net cash (used in) provided by operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of equipment

Loan to third party

Cash acquired through business combination

Cash released upon disposal of a subsidiary

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Issuance of ordinary shares

Capital contributions

Proceeds from the Reverse Recapitalization

Payments of merger costs

Repayments from other receivable - related parties

Proceeds from short-term loans - bank and private lender

Repayments to short-term loans - bank and private lender

Repayments to short-term loans - third parties

Borrowings from other payables - related parties

Payment of finance lease liabilities

Net cash provided by (used in) financing activities

EFFECT OF EXCHANGE RATE CHANGES

NET CHANGE IN CASH AND RESTRICTED CASH

CASH AND RESTRICTED CASH, beginning of the year

CASH AND RESTRICTED CASH, end of the year

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for income tax

Cash paid for interest

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Initial recognition of operating right of use asset and lease liability

Initial recognition of payables to former subsidiary upon disposal of subsidiary

Conversion of debt into a promissory note

Conversion of debts into convertible notes

Forgiveness of debt by a related party

Issuance of ordinary shares upon the Reverse Recapitalization

Restricted cash

Total cash and restricted cash

The accompanying notes

are an integral part of the financial statements.

HOLDINGS LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars, unless stated otherwise)

Note 1– Nature of business and organization

EUDA Health Holdings Limited, which until November

17, 2022 was known as 8i Acquisition 2 Corp.

(the “Company”, “EUDA” or “8i”) is a company incorporated

on January 21, 2021, under the laws of the British Virgin Islands for the purpose of entering into a merger, share exchange, asset acquisition,

stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Initial

Business Combination”).

The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act

of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS

The Company’s efforts to identify a prospective target business were not limited to a particular industry or geographic

location (excluding China).

The Articles of Association prohibited the Company from undertaking the Initial Business Combination with

any entity that conducts a majority of its business or is headquartered in China (including Hong Kong and Macau).

On November 17, 2022 (the “Closing Date”),

EUDA Health Holdings Limited, a British Virgin Islands business company (formerly known as 8i Acquisition 2 Corp.) (the “Company”),

consummated the business combination contemplated by the Share Purchase Agreement (the “SPA”) between 8i Acquisition 2 Corp.,

a BVI business company (“8i”), EUDA Health Limited, a British Virgin Islands business company (“EHL”), Watermark

Developments Limited, a British Virgin Islands business company (“Watermark” or the “Seller”), 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 8i and EHL was effected by the purchase by 8i of all of the issued and outstanding shares of EHL from the Seller (the “Share

Purchase”), resulting in EHL becoming a wholly owned subsidiary of 8i.

In addition, in connection with the consummation of the Share

Purchase, 8i has changed its name to “EUDA Health Holdings Limited.” See Note 4 - Reverse

Recapitalization for further details.

The Company, through its subsidiaries, operates its

business in two segments, 1) engaged in the healthcare specialty group (other than general practice) business offering range of specialty

care services to patients, and engaged in the medical facility general practice clinic that provides holistic care for various illnesses,

and 2) engaged in the property management service that services shopping malls, business office building, or residential apartments.

Reorganization under EUDA Health Limited (“EHL”)

On August 3, 2021, EHL completed a reverse recapitalization

(“Reorganization”) under common control of its then existing shareholders, who collectively owned all of the equity interests

of Kent Ridge Health Private Limited (“KRHPL”), a holding company incorporated under the laws of the Singapore prior to the

Reorganization, through the following transaction.

On July 24, 2021, EHL acquired 100 % of the equity interests in Kent Ridge Healthcare Singapore Private Limited (“KRHSG”) through KRHPL for consideration of SG$ 1.0 .

On July 24, 2021, EHL acquired 100 % of the equity interests in EUDA Private Limited (“EUDA PL”) through KRHPL for consideration of SG$ 1.0 .

On August 1, 2021, Kent Ridge Health Limited (“KRHL”), EHL’s wholly owned subsidiary, acquired 100 % of the equity interests in Super Gateway Group Limited (“SGGL”) through KRHPL for consideration of SG$ 1.0 .

On August 3, 2021, EHL acquired 100 % of the equity interests in Singapore Emergency Medical Assistance Private Limited (“SEMA”) through KRHPL for no consideration.

Before and after the Reorganization, the Company,

together with its subsidiaries (as indicated above), is effectively controlled by the same shareholders, and therefore the Reorganization

is considered as a recapitalization of entities under common control in accordance with Accounting Standards Codification (“ASC”)

The consolidation of the Company and its subsidiaries have been accounted for at historical cost and prepared on the basis

as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated

financial statements in accordance with ASC 805-50-45-5.

Reorganization under KRHPL

Prior to the Reorganization, KRHPL entered into a

Sales and Purchase of Shares Agreement (“KRHSG Agreement”) with the sole shareholder of KRHSG who is under common control

of the majority shareholders of KRHPL on December 2, 2019.

Pursuant to the KRHSG Agreement, KRHPL will acquire 100 % of the equity interests

in KRHSG (“Reorganization of KRHSG”) for a total consideration of SG$ 1.0 (“Total Consideration”).

The transaction

was completed and effective on January 3, 2020.

Since KRHSG and KRHPL are effectively controlled by the same shareholders of EHL, and

therefore the Reorganization is under common control at carrying value.

The financial statements of KRHSG are prepared on the basis as

if the restructuring of KRHSG became effective as of the beginning of the first period presented in the accompanying consolidated financial

statements of EHL.

Prior to the Reorganization, KRHPL entered into a

Sales and Purchase of Shares Agreement (“EUDA PL Agreement”) with the sole shareholder of EUDA PL who is under common control

of the majority shareholders of KRHPL on December 2, 2019.

Pursuant to the EUDA PL Agreement, KRHPL will acquire 100 % of the equity interests

in EUDA PL (“Reorganization of EUDA PL”) for a total consideration of SG$ 1.0 (“Total Consideration”).

The transaction

was completed and effective on January 3, 2020.

Since EUDA PL and LRHPL are effectively controlled by the same shareholders of EHL, and

therefore the Reorganization is under common control at carrying value.

The financial statements of EUDA PL are prepared on the basis

as if the restructuring of EUDA PL became effective as of the beginning of the first period presented in the accompanying consolidated

financial statements of EHL.

Prior to the Reorganization, KRHPL entered into a

Sales and Purchase of Shares Agreement (“SEMA Agreement”) with the sole shareholder of SEMA who is effectively controlled

by the same shareholders of KRHPL on December 31, 2019.

Pursuant to the SEMA PL Agreement, KRHPL will acquire 100 % of the equity interests

in SEMA (“Reorganization of SEMA”) for no consideration.

SEMA is a holding company and has no operations prior to December

The accompanying consolidated financial statements

reflect the activities of EUDA and each of the following entities:

Schedule of consolidated financial statement

EUDA Health Limited (“EHL”)

A British Virgin Islands company

Incorporated on June 8, 2021

A holding Company

100 % owned by EUDA

Kent Ridge Healthcare Singapore Pte.

A Singapore company

Incorporated on November 9, 2017

Multi-care specialty group offering range of specialty care services to patients.

100 % owned by EHL

EUDA Private Limited (“EUDA PL”)

A Singapore company

Incorporated on April 13, 2018

A digital health company that provides a platform to serve the healthcare industry

100 % owned by EHL

Zukitek Vietnam Private Limited Liability Company (“ZKTV PL”)

A Vietnam company

Incorporated on May 2, 2019

A Research and Development Company

100 % owned by EUDA PL

Singapore Emergency Medical Assistance Private Limited (“SEMA”)

A Singapore company

Incorporated March 18, 2019

A holding company

100 % owned by EHL

The Good Clinic Private Limited (“TGC”) (1)

A Singapore company

Incorporated on April 8, 2020

Medical facility general practice clinic that provides holistic care for various illnesses

100 % owned by SEMA

EUDA Doctor Private Limited

A Singapore company

Incorporated on December 1, 2021

A platform solution for doctors and physicians to find, connect, and collaborate with trusted peers, specialists, and other professionals

100 % owned by EHL

Operation has not been commenced

Kent Ridge Hill Private Limited

(“KR Hill PL”)

A Singapore company

Incorporated on December 1, 2021

A B2B2C pharmaceutical and OTC drugs e-commerce platform to promote its drug products

100 % owned by EHL

Operation has not been commenced

Kent Ridge Health Limited (“KRHL”)

A British Virgin Islands company

Incorporated on June 8, 2021

A holding company

100 % owned by EHL

Zukitech Private Limited (“Zukitech”)

A Singapore company

Incorporated on June 13, 2019

A holding company

100 % owned by KRHL

Super Gateway Group Limited

A British Virgin Islands company

Incorporated on April 18, 2008

A holding company

100 % owned by KRHL

Universal Gateway International Pte.

A Singapore company

Incorporated on September 30, 2000

Registered capital of RMB 5,000,000

A holding company

98.3 % owned by SGGL

Melana International Pte.

A Singapore company

Incorporated on September 9, 2000

Property management service that services shopping malls, business office building, or residential apartments

100 % owned by UGI

Tri-Global Security Pte.

(“Tri-Global”)

A Singapore company

Incorporated on August 10, 2000

Property security service that services shopping malls, business office building, or residential apartments

100 % owned by UGI

UG Digitech Private Limited (“UGD”)

A Singapore company

Incorporated on August 16, 2001

A holding company

100 % owned by UGI

Nosweat Fitness Company Private Limited (“NFC”)

A Singapore company

Incorporated on July 6, 2021

A virtual personal training platform for fitness enthusiasts

100 % owned by KRHL

Operation has not been commenced

True Cover Private Limited (“TCPL”)

A Singapore company

Incorporated on December 1, 2021

A B2B e-claims healthcare insurance platform

100 % owned by KRHL

Operation has not been commenced

KR Digital Pte.

(“KR Digital”) (2)

A Singapore company

Incorporated on December 29, 2021

Development of software and applications

100 % owned by KRHL

Operation has not been commenced

Zukihealth Sdn.

(“Zukihealth”) (2)

A Malaysian company

Incorporated on February 15, 2018

Distribution of health care supplement products

100 % owned by KR Digital

Operation has not been commenced

On March 1, 2022, SEMA, the Company’s wholly owned subsidiary, sold 100 % of the equity interest in TGC to an unrelated individual third party for a total consideration of SG$ 1.0 (see Note 5).

On April 19, 2022, the Company acquired 100 % equity interest of KR Digital Pte Ltd, (“KR Digital”), a Singapore Company, from Mr.

Kelvin Chen, the Company’s Chief Executive Office (“CEO”) and shareholder for total consideration of SG$ 1 .

Prior to the acquisition of KR Digital, on April 15, 2022, KR Digital acquired 100 % equity interest of Zukihealth Sdn Bhd, (“Zukihealth”), a Malaysia corporation, from Mr.

Kelvin Chen, the Company’s CEO and shareholder for total consideration of SG$ 1 .

Both KR Digital and Zukihealth have no operations prior to the acquisition in April 2022.

KR Digital, through Zukihealth, is expected to carry out the distribution of health care products business.

Note 2 – Going concern

In assessing the Company’s going concern,

the Company monitors and analyzes its cash on-hand and its operating and capital expenditure commitments.

The Company’s

liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure obligations.

Debt financing

in the form of short-term borrowings from bank, private lender, third parties and related parties and cash generated from operations

have been utilized to finance the working capital requirements of the Company.

As of December 31, 2022, the Company’s negative

working capital deficit was approximately $ 4.1

million, and the Company had cash and restricted cash of approximately $ 0.8

The Company has experienced recurring losses from operations and negative cash flows from operating activities since 2020.

In addition, the Company had, and may potentially continue to have, an ongoing need to raise additional cash from outside sources to

fund its expansion plan and related operations.

Successful transition to attaining profitable operations is dependent upon achieving

a level of revenues adequate to support the Company’s cost structure.

In connection with the Company’s 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 the Company’s ability to

continue as a going concern within one year after the date that these consolidated financial statements are issued.

If the Company is unable to generate sufficient funds

to finance the working capital requirements of the Company within the normal operating cycle of a twelve-month period from the date of

these financial statements are issued, the Company may have to consider supplementing its available sources of funds through the following

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

financial support and credit guarantee commitments from the Company’s related parties;

equity financing.

The Company can make no assurances that required financings

will be available for the amounts needed, or on terms commercially acceptable to the Company, if at all.

If one or all of these events

does not occur or subsequent capital raises are insufficient to bridge financial and liquidity shortfall, there would likely be a material

adverse effect on the Company and would materially adversely affect its ability to continue as a going concern.

The consolidated financial statements have been prepared

assuming that the Company will continue as a going concern and, accordingly, do not include any adjustments that might result from the

outcome of this uncertainty.

Note 3 – Summary of significant accounting

Basis of presentation

The accompanying consolidated financial statements

have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

for information pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”).

Principles of consolidation

The consolidated financial statements include the

financial statements of the Company and its subsidiaries.

All transactions and balances among the Company and its subsidiaries have been

eliminated upon consolidation.

A subsidiary is an entity in which the Company, directly

or indirectly, controls more than one half of the voting power;

or has the power to govern the financial and operating policies, to appoint

or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.

Use of estimates

The preparation of the 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 the Company’s consolidated

financial statements include lease classification and liabilities, right-of-use assets, determinations of the useful lives and valuation

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

of deferred tax assets, other provisions and contingencies, estimated fair value of earn-out shares, prepaid forward purchase liability

and private warrants.

Actual results could differ from these estimates.

Foreign currency translation and transaction

Transactions denominated in currencies other than

the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction.

Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency

using the applicable exchange rates at the balance sheet dates.

The resulting exchange differences are recorded in the consolidated statements

of operations and comprehensive income (loss).

The reporting currency of the Company is United States

Dollars (“US$”) and the accompanying financial statements have been expressed in US$.

The Company’s subsidiaries in

Singapore, Vietnam, and Malaysia conduct its businesses and maintain its books and records in the local currency, Singapore Dollars (“SGD”),

Vietnamese Dong (“VND”), and Malaysian Ringgit (“MYR”), as its functional currency, respectively.

In general, for consolidation purposes, assets and

liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation

of Financial Statement” , using the exchange rate on the balance sheet date.

Revenues and expenses are translated at average

rates prevailing during the period.

The gains and losses resulting from translation of financial statements of foreign subsidiary are

recorded as a separate component of accumulated other comprehensive income (loss) within the statements of shareholders’ equity

Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statement of

cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets.

Translation of foreign currencies into US$1 have been

made at the following exchange rates for the respective periods:

of foreign currency exchange rates

December 31, 2022

December 31, 2021

Period-end SGD:

US$1 exchange rate

Period-end VND:

US$1 exchange rate

Period-end MYR:

US$1 exchange rate *

Period-average SGD:

US$1 exchange rate

Period-average VND:

US$1 exchange rate

Period-average MYR:

US$1 exchange rate *

Period-average :

US$1 exchange rate *

* The Company did not have any Malaysia subsidiary prior to April 19, 2022.

Non-controlling interests

For the Company’s non-wholly

owned subsidiaries, a non-controlling interest is recognized to reflect portion of equity that is not attributable, directly or indirectly,

to the Company.

The cumulative results of operations attributable to non-controlling interests are also recorded as non-controlling interests

in the Company’s consolidated balance sheets and consolidated statements of operations and comprehensive income (loss).

related to transactions with non-controlling interests are presented under financing activities in the consolidated statements of cash

Segment reporting

The Company’s chief operating decision-maker

is identified as the chief executive officer who reviews financial information presented on a consolidated basis, accompanied by disaggregated

information about revenues by different revenues streams for purposes of allocating resources and evaluating financial performance.

on qualitative and quantitative criteria established by Accounting Standards Codification (“ASC”) 280, “Segment Reporting”,

the Company considers itself to be operating within two operating and reportable segments as set forth in Note 21.

Cash and restricted cash

Cash represent cash on hand and demand deposits

placed with banks or other financial institutions which are unrestricted as to withdrawal or use and have original maturities less

than three months.

Restricted cash represents cash held in bank account from 8i which was restricted due to the incomplete

procedures of changing signers as of December 31, 2022.

As of the date of the issuance of these financial statements, such

restriction has been lifted and the remaining cash held in bank account has transfer to the Company’s operating bank account.

Therefore, such restricted cash should be classified as current asset.

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 its customers.

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

collection trends and aging of receivables.

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.

The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary.

As of December 31, 2022 and 2021, the Company provided allowance for doubtful accounts of $ 197,438 and $ 80,799 , respectively.

years ended December 31, 2022 and 2021, the Company did not write off any allowance for doubtful account against the account receivable

Other receivables

Other receivables primarily include receivables

from investment from the Company’s Affordable Home project in Indonesia and employee advance, and refundable deposits from

third party service providers.

Management regularly reviews the aging of receivables and changes in payment trends and records

allowances when management believes collection of amounts due are at risk.

Accounts considered uncollectable are written off against

allowances after exhaustive efforts at collection are made.

allowance for doubtful account related to other receivable was recorded and written off for the year ended December 31, 2022.

allowance for doubtful account related to other receivable was recorded for the year ended December 31, 2021

Prepaid expenses and other current assets

primarily include prepaid expenses paid to services providers, and other deposits.

Management regularly reviews the aging of such

balances and changes in payment and realization trends and records allowances when management believes collection or realization of

amounts due are at risk.

Accounts considered uncollectable are written off against allowances after exhaustive efforts at collection

As of December 31, 2022 and 2021, no

allowance for doubtful account related to prepaid expenses was recorded.

Property and equipment, net

Property and equipment are stated at cost less accumulated

depreciation.

Depreciation is computed using the straight-line method over the estimated useful lives of the assets with no residual value.

The estimated useful lives are as follows:

of property and equipment useful lives

Expected useful lives

Office equipment

Medical equipment

Leasehold improvement

Shorter of the lease term or 5 years

The cost and related accumulated depreciation of assets

sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the consolidated statements of operations

and comprehensive income (loss).

Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals

and betterments, which are expected to extend the useful life of assets, are capitalized.

The Company also re-evaluates the periods of

depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.

Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of

an asset may not be recoverable.

An asset is considered impaired if its carrying amount exceeds the future net undiscounted cash flows

that the asset is expected to generate.

If such asset is considered to be impaired, the impairment recognized is the amount by which the

carrying amount of the asset, if any, exceeds its fair value determined using a discounted cash flow model.

For the years ended

December 31, 2022 and 2021, there was no impairment of property and equipment recognized.

Intangible assets, net

Purchased intangible assets

are recognized and measured at fair value upon acquisition.

Separately identifiable intangible assets that have determinable lives continue

to be amortized over the Company’s best estimate of its useful life as follows:

of intangible assets net

Customer relationships

The Company amortized the

intangible assets using the pattern in which the economic benefits of the intangible assets are consumed or otherwise used up in accordance

with ASC Topic 350 “ Intangibles - Goodwill and Other .”

Separately identifiable intangible

assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of

such assets may not be recoverable.

Determination of recoverability is based on an estimate of undiscounted future cash flows resulting

from the use of the asset and its eventual disposition.

Measurement of any impairment loss for identifiable intangible assets is based

on the amount by which the carrying amount of the assets exceeds the fair value of the assets.

$ 167,787 and nil impairment of intangibles

assets was recorded for the years ended December 31, 2022 and 2021, 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 operations and comprehensive income (loss).

Impairment losses on goodwill

are not reversed.

The Company reviews the carrying value of intangible

assets not subject to amortization, including goodwill, to determine whether impairment may exist annually or more frequently if events

and circumstances indicate that it is more likely than not that an impairment has occurred.

Management has determined that the Company

has two reporting units within the entity at which goodwill is monitored for internal management purposes.

The Company adopted ASU 2017-04

in 2022, which primary goal is to simplify the goodwill impairment test and provide cost savings for all entities.

This is accomplished

by removing the requirement to determine the fair value of individual assets and liabilities in order to calculate a reporting unit’s

“implied” goodwill under current GAAP.

The amendments in ASU 2017-04 eliminate Step 2 of

the goodwill impairment test.

As such, an entity will perform its annual, or interim, goodwill impairment test by comparing the fair value

of a reporting unit with its carrying amount.

An entity should recognize a goodwill impairment charge for the amount by which the reporting

unit’s carrying amount exceeds its fair value.

If fair value exceeds the carrying amount, no impairment should be recorded.

loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.

Impairment losses on goodwill cannot

be reversed once recognized.

When measuring a goodwill impairment loss, an entity

should consider the income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit.

The ASU contains

an illustration of the simultaneous equations method to demonstrate this, which reflects a deferred tax benefit from reducing the carrying

amount of tax-deductible goodwill relative to the tax basis.

An entity may still perform the optional qualitative

assessment for a reporting unit to determine if it is more likely than not that goodwill is impaired.

However, this ASU eliminates the

requirement to perform a qualitative assessment for any reporting unit with zero or negative carrying amount.

Therefore, the same one-step

impairment assessment will apply to all reporting units.

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

Impairment for long-lived assets

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.

The Company assesses 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 asset.

If an impairment

is identified, the Company 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, $ 0.2 million and nil impairment of long-lived assets was recognized, respectively.

accounts 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 the Company’s

own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside

of the Company’s 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.

For 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.

The Company determined that upon further review of the warrant agreements, the Company concluded that

its warrants qualify for equity accounting treatment.

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

public and private warrants.

The Company treated such warrants replacement as a warrant modification and no incremental fair value

was recognized.

Forward Purchase Receivables and Prepaid Forward

Purchase Liabilities

Company recorded Forward Purchase Receivables on its consolidated balance sheets of $ 21,892,527

as of December 31, 2022 to account for the Prepayment Amount of the Forward Purchase Agreement, as discussed in Note 11.

Prepayment Amount will be held in a deposit account until the Valuation Date (the second anniversary of the closing of the Business

Combination, subject to certain acceleration provisions).

At the Maturity Date, the Sellers are entitled to received $2.50 per

Recycled Shares (“Maturity Consideration”) in cash or in shares.

As of December 31, 2022, no shares were sold after

connection with the Forward Purchase Agreement, the Company recognized a liability in accordance with ASC 480-10-25-8 as the Company

has the obligation to pay cash to settle the maturity consideration, referred to herein as the “prepaid forward purchase

liability” on its consolidated balance sheets of $ 20,321,053

as of December 31, 2022.

Refer to Note 11 for further detail.

Revenue recognition

The Company follows the revenue accounting requirements

of Accounting Standards Update (“ASU”) No.

2014-09, Revenue from Contracts with Customers (Topic 606) (“Accounting Standards

Codification (“ASC”) 606”).

The core principle underlying the revenue recognition of this ASU allows the Company to

recognize - revenue that represents the transfer of goods and services to customers in an amount that reflects the consideration to which

the Company expects to be entitled in such exchange.

This will require the Company to identify contractual performance obligations and

determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers

to a customer.

To achieve that core principle, the Company applies

five-step model to recognize revenue from customer contracts.

The five-step model requires that the Company (i) identify the contract

with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable

consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price

to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance

The Company accounts for a contract with a customer

when the contract is committed in writing, the rights of the parties, including payment terms, are identified, the contract has commercial

substance and collectability is probable.

Revenue recognition policies for each type of revenue

stream are as follows:

(1) Medical Services

- Performance obligation satisfied at a point in time

The Company operates on a unified technology

health care platform which provide a full continuum of healthcare services integrated with healthcare data analytics to drive

improved outcomes for patients.

The Company operates the medical services on a business-to-business (B2B) platform, and serves the

corporate customers involved in various industries.

The Company is primarily generating revenue on a per healthcare visit basis for

specialty medical visits for specialist treatment such as cardiology, dermatology and etc, at the time which the single performance obligation was satisfied.

Such fees are paid by the corporate

customers on behalf of their employees.

The Company generally bills their corporate customers

for the healthcare visit services on a weekly basis, or in arrears depending on the service, with payment terms generally between 30

There are not significant differences between the timing of revenue recognition and billing.

Consequently, the Company

has determined that the Company’s contracts do not include a financing component.

Revenue is recognized in an amount

that reflects the consideration that is expected in exchange for the service at a point in time at the time of the visit.

addition, the Company’s contracts do not generally contain refund provisions for fees earned related to services

The Company accounts for medical service revenue on

a gross basis as the Company is acting as a principal in these transactions and is responsible for fulfilling the promise to provide the

specified services, which the Company has control of the services and has the ability to direct the service providers to be performed

to obtain substantially all the benefits.

In making this determination, the Company also assesses whether it is primarily obligated in

these transactions, is subject to inventory risk, has latitude in establishing prices, or has met several but not all of these indicators

in accordance with ASC 606-10-55-36 through 40.

The Company recognizes the medical services revenue

when the control of the specified services is transferred to its customer, which at a point in time at the time after completion of the

The Company also operates on a general practice clinic

and generating such revenue on a per healthcare visit basis.

Revenues are recognized when the visits are completed at a point in time

at the time of the visit.

(2) Product Sales

- Performance obligation satisfied at a point in time

The Company purchases, sells, and installs facial

recognition and temperature measurement monitor system to corporate customer, where the product and the installation are interrelated

and are not capable of being distinct since the customer cannot benefit from the product or installation either on its own.

recognized the products revenue when control of the product is passed to the customer, which is the point in time that the customers are

able to direct the use of and obtain substantially all of the economic benefit of the goods after the installation by the Company’s

The transfer of control typically occurs at a point in time based on consideration of when the customer has an obligation

to pay for the goods, and physical possession of, legal title to, and the risks and rewards of ownership of the goods has been transferred,

and the customer has accepted the goods.

Revenue is recognized net of estimates of variable consideration, including product returns,

customer discounts and allowance.

Historically, the Company has not experienced any significant returns.

(3) Property Management Services

- Performance obligation satisfied over a period of

The Company provides property management services

in shopping malls, business office building, or residential apartments to all tenants and property owners.

Property management services

include common area property management services that contain cleaning, landscaping, public facilities maintenance and other traditional

services and also include security property management services provided to all tenants and property owners.

Each of the two services

is within separate agreements.

The Company identified common area property management services as a single performance obligation as the

kinds of service in the contract are not capable of being distinct and identified the security management services as another single performance

obligation as there is only one service that is to provide security services.

The Company recognizes the common area property management

revenue and security property management revenue on a straight-line basis over the terms of the common area property management agreement

and security property management agreement, generally over one year period because its customer simultaneously receives and consumes the

benefits provided by the Company throughout the performance obligations period.

The Company has elected to apply the practical expedient

to expense costs as incurred for incremental costs to obtain a contract when the amortization period would have been one year or less.

As of December 31, 2022 and 2021, the Company did not have any contract assets.

The Company recognized advance payments from its customer

prior to revenue recognition as contract liability until the revenue recognition performance obligation are met.

As of December 31, 2022

and 2021, the Company did not have any contract liability.

Disaggregated information of revenues by products/services

are as follows:

December 31, 2022

December 31, 2021

For the Year Ended

(inception) through

July 31, 2022

July 31, 2021

Formation and operating costs

Loss from operations

( 1,985,750 )

Dividends on marketable securities held in trust

Total other income

$ ( 1,762,838 )

Basic and diluted weighted average shares outstanding, redeemable ordinary shares

Basic and diluted net income per share, redeemable ordinary shares

Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares (1)(2)

Basic and diluted net loss per share, non-redeemable ordinary shares

This number excludes an aggregate of up to 281,250 shares exercised in full or in part by the underwriters (see Note 5).

As a result of the full exercise of the over-allotment option by the underwriters upon the consummation of the IPO, these shares are no longer subject to forfeiture (see Note 7).

On October 25, 2021, the

Company issued additional 718,750 ordinary shares which were purchased by the Sponsor, resulting in an aggregate of 2,156,250 ordinary

shares outstanding.

All shares and associated amounts have been retroactively restated to reflect the share capitalization (see Note

accompanying notes are an integral part of these financial statements.

ACQUISITION 2 CORP.

OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

Shareholders’

as of January 21, 2021 (inception)

of ordinary shares to Initial Shareholder upon formation

of ordinary shares to Initial Shareholder

as of July 31, 2021

of 8,625,000 Units through public offering

of 292,250 Private Units

of representative’s purchase option

Underwriters’

underwriter commission

offering expenses

shares subject to redemption

measurement of ordinary shares subject to redemption under ASC 480-10-S99

as of July 31, 2022

As of July 31, 2021, this

number includes an aggregate of up to 281,250 shares subject to forfeiture if the over-allotment option is not exercised in full

or in part by the underwriters (see Note 5).

As a result of the full exercise of the over-allotment option by the underwriters upon

the consummation of the IPO, these shares are no longer subject to forfeiture (see Note 7).

October 25, 2021, the Company issued additional 718,750

ordinary shares which were purchased by the Sponsor, resulting in an aggregate of 2,156,250

ordinary shares outstanding.

All shares and associated amounts have been retroactively restated to reflect the share capitalization

(see Note 5).

accompanying notes are an integral part of these financial statements.

ACQUISITION 2 CORP.

OF CASH FLOWS

For the Period

from January 21, 2021

December 31, 2022

December 31, 2021

Medical services – specialty care

Medical services – general practice

Medical services – general practice (related parties)

Medical services – subtotal

Product sales

Property management service – common area management

Property management service – security management

Property management service

Total revenues

Cost of revenues

(1) Medical Services

Cost of revenues mainly consists of medical supplies

purchased and medical service was provided by Cadence Health Pte.

Ltd., a related party, prior to March 2022.

Medical supplies purchased

and medical service provided by the third party service providers were insignificant prior to March 2022.

Beginning in April 2022, cost

of revenues mainly consists of medical supplies purchased and medical service are provided by third party service providers.

(2) Product Sales

Cost of revenues mainly consists of medical product

or equipment purchased for resale.

(3) Property Management Services

Cost of revenues mainly consists of labor expenses

incurred attributable to property management service.

Disaggregated information of cost of revenues by products/services

are as follows:

of cost of revenue

December 31, 2022

December 31, 2021

For the Year Ended

(inception) through

Cash flows from operating activities:

$ ( 1,762,838 )

Adjustments to reconcile net loss to net cash used

in operating activities:

Formation and operating costs paid by related party

Dividends earned on cash and marketable securities

held in Trust Account

Changes in current assets and liabilities:

Prepaid assets

December 31, 2022

December 31, 2021

Medical services – specialty care

Medical services – specialty care (related party)

Medical services – general practices

Medical services – subtotal

Product sales

Property management services – common area management

Property management services – security management

Property management services

Total cost of revenues

Advertising costs

Advertising is mainly through online and offline promotion

Advertising costs amounted to $ 21,795 and $ 270,361 for the years ended December 31, 2022 and 2021, respectively.

Research and development

Research and development expenses include salaries

and other compensation-related expenses to the Company’s research and product development personnel, and related expenses for the

Company’s research and product development team.

Research and development expenses amounted to $ 17,209 and $ 129,265 for the years

ended December 31, 2022 and 2021, respectively.

contribution plan

The full-time employees of the Company are entitled

to the government mandated defined contribution plan.

The Company is required to accrue and pay for these benefits based on certain percentages

of the employees’ respective salaries, subject to certain ceilings, in accordance with the relevant government regulations, and

make cash contributions to the government mandated defined contribution plan.

Total expenses for the plans were $ 505,591 and $ 574,535

for the years ended December 31, 2022 and 2021, respectively.

The related contribution plans include:

Singapore subsidiaries

- Central Provident Fund (“CPF”) –

17.00% based on employee’s monthly salary for employees aged 55 and below, reduces progressively to 7.5% as age increase ;

- Skill Development Levy (“SDL”) –

up to 0.25% based on employee’s monthly salary capped $ 8.3 (SGD 11.25 ) .

Vietnam subsidiary

- Social Insurance Fund (“SIF”) –

20% based on employee’s monthly salary ;

- Trade Union Fee – 2.00 % of SIF

Goods and services taxes (“GST”)

Revenue represents the invoiced value of service,

The GST are based on gross sales price.

GST rate is generally 7% in Singapore.

Entities that are GST general taxpayers are allowed

to offset qualified input GST paid to suppliers against their output GST liabilities.

Net GST balance between input GST and output GST

is recorded in tax payable.

The Company accounts for income taxes in accordance

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.

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.

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 .

For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.

No penalties and

interest incurred related to underpayment of income tax for the years ended December 31, 2022 and 2021.

of December 31, 2022, the tax returns of the Company’s Singapore entities for the calendar year from 2019 through 2022 remain open

for statutory examination by Singapore tax authorities.

The Company recognize interest and penalties related to unrecognized tax

benefits, if any, on the income tax expense line in the accompanying consolidated statement of operations.

Accrued interest and penalties

are included on the related tax liability line in the consolidated balance.

The Company conducts much of its business activities

in Singapore and is subject to tax in its jurisdiction.

As a result of its business activities, the Company’s subsidiaries file

separate tax returns that are subject to examination by the foreign tax authorities.

Comprehensive income (loss)

Comprehensive income (loss) consists of two components,

net income and other comprehensive income.

Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under

GAAP are recorded as an element of shareholders’ equity but are excluded from net income.

Other comprehensive income (loss) consists

of a foreign currency translation adjustment resulting from the Company not using the U.S.

dollar as its functional currencies.

(Loss) earnings per share

The Company computes (loss) earnings per share (“EPS”)

in accordance with ASC 260, “Earnings per Share”.

ASC 260 requires companies to present basic and diluted EPS.

measured as net income divided by the weighted average ordinary share outstanding for the period.

Diluted EPS presents the dilutive effect

on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted

at the beginning of the periods presented, or issuance date, if later.

Potential ordinary shares that have an anti-dilutive effect (i.e.,

those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

The Company calculates basic and diluted (loss)/earnings

per share as follows:

of basic and diluted earnings per share

For the Years Ended

Net (loss) income

Net (income) loss attributable to noncontrolling interest

Net (loss)/income attributable to common shareholders, basic

Weighted average number of shares outstanding, basic and diluted

(Loss)/Earnings per share, basic and diluted

As of December

31, 2022, the Company had dilutive securities from the outstanding convertible notes and warrants are convertible into 1,411,725 and 4,458,625

of the Company’s ordinary shares, respectively, were not included in the computation of dilutive loss per share because the inclusion

of such convertible notes and warrants would be anti-dilutive.

Fair value measurements

Fair value is defined as the price that would be received

for an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date.

techniques maximize the use of observable inputs and minimize the use of unobservable inputs.

When determining the fair value measurements

for assets and liabilities, we consider the principal or most advantageous market in which it would transact and considers assumptions

that market participants would use when pricing the asset or liability.

The following summarizes the three levels of inputs required to

measure fair value, of which the first two are considered observable and the third is considered unobservable:

Level 1 - Unadjusted quoted prices in active markets

for identical assets or liabilities.

Level 2 - Observable inputs other than Level 1 prices,

such as quoted prices for similar assets or liabilities;

quoted prices in markets that are not active;

or other inputs that are observable

or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs that are supported by

little or no market activity and that are significant to the fair value of the assets or liabilities.

The fair value for certain assets and liabilities

such as cash and restricted cash, accounts receivable, net, other receivables, prepaid expenses and other current assets, loan to third-party,

short-term loans, promissory note, convertible notes, accounts payable, other payables and accrued liabilities, and tax payables have

been determined to approximate carrying amounts due to the short maturities of these instruments.

The Company believes that its long-term

loan to third party approximates the fair value based on current yields for debt instruments with similar terms.

The following table sets forth by level within the

fair value hierarchy our financial liability that were accounted for at fair value on a recurring basis as of December 31, 2022:

of fair value hierarchy of financial liability

Carrying Value at

Fair Value Measurement at

December 31, 2022

Prepaid forward purchase liabilities

The following is a reconciliation of the beginning

and ending balance of the financial liability measured at fair value on a recurring basis for the year ended December 31, 2022:

Schedule of reconciliation of financial

liability measured at fair value on a recurring basis

December 31, 2022

Beginning balance

Change in fair value of prepaid forward purchase liabilities

Ending balance

Company accounts for leases in accordance with ASC 842.

The Company entered into two agreements as a lessee to lease office equipment

for general and administrative operations.

If any of the following criteria are met, the Company classifies the lease as a finance lease:

The lease transfers ownership of the underlying asset to the lessee by the end of the lease term;

The lease grants the lessee an option to purchase the underlying asset that the Company is reasonably certain to exercise;

The lease term is for 75% or more of the remaining economic life of the underlying asset, unless the commencement date falls within the last 25% of the economic life of the underlying asset;

The present value of the sum of the lease payments equals or exceeds 90% of the fair value of the underlying asset;

The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

Leases that do not meet any

of the above criteria are accounted for as operating leases.

The Company combines lease

and non-lease components in its contracts under Topic 842, when permissible.

and operating lease right-of-use (“ROU”) assets and lease liabilities are recognized at the commencement date based on the

present value of lease payments over the lease term.

Since the implicit rate for the Company’s leases is not readily determinable,

the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present

value of lease payments.

The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized

basis, an amount equal to the lease payments, in a similar economic environment and over a similar term.

terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease,

as the Company does not have reasonable certainty at lease inception that these options will be exercised.

The Company generally considers

the economic life of its finance or operating lease ROU assets to be comparable to the useful life of similar owned assets.

has elected the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term

of twelve months or less.

Its leases generally do not provide a residual guarantee.

finance or operating lease ROU asset also excludes lease incentives.

Lease expense is recognized on a straight-line basis over the lease

term for operating lease.

Meanwhile, the Company recognizes the finance leases ROU assets and interest on an amortized cost basis.

amortization of finance ROU assets is recognized on an accretion basis as amortization expense, while the lease liability is increased

to reflect interest on the liability and decreased to reflect the lease payments made during the period.

Interest expense on the lease

liability is determined each period during the lease term as the amount that results in a constant periodic interest rate of the office

equipment on the remaining balance of the liability.

reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets.

The Company reviews the

recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset

may not be recoverable.

The assessment of possible impairment is based on its ability to recover the carrying value of the asset from

the expected undiscounted future pre-tax cash flows of the related operations.

The Company has elected to include the carrying amount

of operating lease liabilities in any tested asset group and includes the associated operating lease payments in the undiscounted future

pre-tax cash flows.

For the years ended December 31, 2022 and 2021, the Company did not recognize impairment loss on its finance

and operating lease ROU assets.

Related parties

Parties, which can be a corporation or individual,

are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant

influence over the other party in making financial and operating decisions.

Companies are also considered to be related if they are subject

to common control or common significant influence.

Recent accounting pronouncements not yet adopted

The Company considers the applicability and impact

of all accounting standards updates (“ASUs”).

Management periodically reviews new accounting standards that are issued.

the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging

growth company and has elected the extended transition period for complying with new or revised accounting standards, which delays the

adoption of these accounting standards until they would apply to private companies.

In October 2021, the FASB issued ASU 2021-08, which

is an update to ASU Updated No.

2014-09, Revenue from Contracts with Customers (Topic 606), which provides a single comprehensive accounting

model on revenue recognition for contracts with customers.

The amendments in this update require that an entity (acquirer) recognize and

measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606.

ASU 2021-08 is effective

for the fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.

Early adoption was permitted,

including adoption in an interim period.

The Company has adopted this standard on January 1, 2023, and the adoption did not have a material

impact on the Company’s consolidated financial statements.

In May 2019, the FASB issued ASU 2019-05, which is

an update to ASU Update No.

2016-13, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses on Financial

Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured

at amortized cost basis, replacing the previous incurred loss methodology.

The amendments in Update 2016-13 added Topic 326, Financial

Instruments—Credit Losses, and made several consequential amendments to the Codification.

Update 2016-13 also modified the accounting

for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized

cost basis, in accordance with Subtopic 326-30, Financial Instruments— Credit Losses—Available-for-Sale Debt Securities.

amendments in this Update address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option

for certain financial assets previously measured at amortized cost basis.

For those entities, the targeted transition relief will increase

comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets.

Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13

while still providing financial statement users with decision-useful information.

In November 2019, the FASB issued ASU No.

2019-10, which

to update the effective date of ASU No.

2016-13 for private companies, not-for-profit organizations and certain smaller reporting companies

applying for credit losses, leases, and hedging standard.

The new effective date for these preparers is for fiscal years beginning after

December 15, 2022.

In March 2022, the FASB issued ASU No.

2022-02, which is to (1) eliminate the accounting guidance for TDRs by creditors

in Subtopic 310-40, Receivables—Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan

refinancings and restructurings by creditors when a borrower is experiencing financial difficulty, and (2) disclose current-period gross

write offs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, Financial

Instruments—Credit Losses—Measured at Amortized Cost.

ASU 2019-05 is effective for the Company for annual and interim reporting

periods beginning January 1, 2023 as the Company is qualified as an emerging growth company.

The Company has adopted this standard on

January 1, 2023, and the adoption did not have a material impact on the Company’s consolidated financial statements.

Recently adopted accounting pronouncements

In December 2019, the FASB issued ASU 2019-12, “Income

Taxes (Topic 740):

Simplifying the Accounting for Income Taxes”.

The amendments in this Update simplify the accounting for income

taxes by removing certain exceptions to the general principles in Topic 740.

The amendments also improve consistent application of and

simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance.

For public business entities, the amendments

in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020.

other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years

beginning after December 15, 2022.

Early adoption of the amendments is permitted, including adoption in any interim period for (1) public

business entities for periods for which financial statements have not yet been issued and (2) all other entities for periods for which

financial statements have not yet been made available for issuance.

An entity that elects to early adopt the amendments in an interim

period should reflect any adjustments as of the beginning of the annual period that includes that interim period.

Additionally, an entity

that elects early adoption must adopt all the amendments in the same period.

The Company has adopted this standard on January 1, 2022,

and the adoption did not have a material impact on the Company’s consolidated financial statements.

In 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):

Accounting for Convertible Instruments and Contracts in an

Entity’s Own Equity, to address the complexity in accounting for certain financial instruments with characteristics of liabilities

Amongst other provisions, the amendments in this ASU significantly change the guidance on the issuer’s accounting for

convertible instruments and the guidance on the derivative scope exception for contracts in an entity’s own equity such that fewer

conversion features will require separate recognition, and fewer freestanding instruments, like warrants, will require liability treatment.

The Company early adopted this ASU on January 1, 2022, and the adoption did not have a material impact on the Company’s consolidated

financial statements.

In October 2020, the FASB issued ASU 2020-08, “Codification

Improvements to Subtopic 310-20, Receivables—Nonrefundable Fees and Other Costs”.

The amendments in this Update represent

changes to clarify the Codification.

The amendments make the Codification easier to understand and easier to apply by eliminating inconsistencies

and providing clarifications.

ASU 2020-08 is effective for the Company for annual and interim reporting periods beginning January 1, 2021.

Early adoption was permitted, including adoption in an interim period.

All entities should apply the amendments in this Update on a prospective

basis as of the beginning of the period of adoption for existing or newly purchased callable debt securities.

These amendments do not

change the effective dates for Update 2017-08.

The adoption of this standard on January 1, 2021 did not have a material impact on its

consolidated financial statements.

In October 2020, the FASB issued ASU 2020-10, “Codification

Improvements to Subtopic 205-10, presentation of financial statements”.

The amendments in this Update improve the codification by

ensuring that all guidance that requires or provides an option for an entity to provide information in the notes to financial statements

is codified in the disclosure section of the codification.

That reduce the likelihood that the disclosure requirement would be missed.

The amendments also clarify guidance so that an entity can apply the guidance more consistently.

ASU 2020-10 is effective for the Company

for annual and interim reporting periods beginning January 1, 2022.

Early application of the amendments is permitted for any annual or

interim period for which financial statements are available to be issued.

The amendments in this Update should be applied retrospectively.

An entity should apply the amendments at the beginning of the period that includes the adoption date.

The adoption of this standard on

January 1, 2022 did not have a material impact on its consolidated financial statements.

Except as mentioned above, the Company does not believe

other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s

consolidated balance sheets, statements of operations and comprehensive income (loss) and statements of cash flows.

Note 4 – Reverse Recapitalization

On November 17, 2022, the Company consummated the

Business Combination contemplated by the SPA between 8i, EHL, Watermark, 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 8i and EHL was effected by the

purchase by 8i of all of the issued and outstanding shares of EHL from Watermark, resulting in EHL becoming a wholly owned subsidiary

Upon the consummation

of the Business Combination, the following events contemplated by the SPA occurred, based on EUDA’s capitalization as of November

all 1,500,000 issued and outstanding shares of EHL were converted into 14,000,000 shares of the Company’s no par value ordinary shares after giving effect to the exchange ratio of 9.33 (“Exchange Ratio”);

the entitlement of 4,000,000 shares (“Earnout Shares”) of the Company’s no par value ordinary shares issued to the Seller subject to the following four triggering events:

1,000,000 additional Earnout Shares to be issued if during the period beginning on the Closing Date and ending on the first anniversary of the Closing Date, the Company’s share price is equal to or greater than Fifteen Dollars ($ 15.00 ) after the Closing Date;

1,000,000 additional Earnout Shares to be issued if during the period beginning on the first anniversary of the Closing Date and ending on the second anniversary of the Closing Date, the Company’s share price is equal to or greater than Twenty Dollars ($ 20.00 );

1,000,000 additional Earnout Shares to be issued if the consolidated audited financial statements of EUDA for the fiscal year commencing January 1, 2023 and ending December 31, 2023, reflect that EUDA has achieved both of the following financial metrics for such fiscal year:

(x) revenues of at least $ 20,100,000 and (y) net income attributable to EUDA of at least $ 3,600,000 .

1,000,000 additional Earnout Shares to be issued if the consolidated audited financial statements of EUDA for the fiscal year commencing January 1, 2024 and ending December 31, 2024, reflect that EUDA has achieved both of the following financial metrics for such fiscal year:

(x) revenues of at least $ 40,100,000 and (y) net income attributable to EUDA of at least $ 10,100,000 .

In connection

with the closing the Business Combination:

all 8i’s no par value public ordinary shares of 2,591,545 , net of the redemption of 6,033,455 shares of Company’s no par value ordinary shares, remained outstanding;

all 8i’s no par value private ordinary shares of 292,250 remained outstanding;

all 8i’s no par value founder shares of 2,156,250 remained outstanding;

all 8i’s rights, consisting of 8,625,000 public rights and 292,250 private rights, automatically converted into an aggregate of 891,725 of the Company’s no par value ordinary shares;

200,000 shares of the Company’s no par value ordinary shares were issued to a service provider in connection with the business combination;

60,000 shares of the Company’s no par value ordinary shares were issued to a service provider in connection with the closing of transactions contemplated pursuant to certain share purchase agreement.

Such issuance of the ordinary share serves the purpose of securing the repayment of $ 300,000 convertible promissory note to the service provider;

The following

table presents the number of the Company’s ordinary shares issued and outstanding immediately following the Reverse Recapitalization:

of shares issued and outstanding reverse recapitalization

Ordinary Shares

8i ordinary shares outstanding prior to Reverse Recapitalization

redemption of 8i ordinary shares

Conversion of 8i rights

Shares issued to service providers

Conversion of EHL ordinary shares into 8i ordinary shares

Total shares outstanding

was determined to be the accounting acquirer given EHL effectively controlled the combined entity after the SPAC Transaction.

The transaction

is not a business combination because 8i was not a business.

The transaction is accounted for as a reverse recapitalization, which is

equivalent to the issuance of shares by EHL for the net monetary assets of 8i, accompanied by a recapitalization.

EHL is determined as

the accounting acquirer and the historical financial statements of EHL became the Company’s historical financial statements, with

retrospective adjustments to give effect of the reverse recapitalization.

The net assets of 8i were recognized as of the closing date

at historical cost, with no goodwill or other intangible assets recorded.

Operations prior to the Merger are those of EHL and EHL’s

operations are the only ongoing operations of EHL.

In connection

with the Reverse Recapitalization, the Company raised approximately $ 1.3 million of proceeds, presented as cash flows from financing activities,

which included the contribution of approximately $ 87.1 million of funds held in 8i’s trust account, approximately $ 0.2 million of

cash held in 8i’s operating cash account, net of approximately $ 60.8 million paid to redeem 6,033,455 public shares of 8i’s

ordinary shares, approximately $ 3.0 million in transaction costs incurred by 8i, approximately $ 21.9 million prepayment of two forward

purchase agreements, and repayments of a promissory note in the amount of $ 0.3 million issued to 8i’s related party.

The following

table reconcile the elements of the Reverse Recapitalization to the consolidated statements of cash flows and the changes in shareholders’

equity (deficit):

of financial statements of reverse recapitalization

November 18, 2022

Funds held in 8i’s trust account

Funds held in 8i’s operating cash account

amount paid to redeem public shares of 8i’s ordinary shares

payments of transaction costs incurred by 8i

payments of forward purchase agreements

repayments of promissory note – related party of 8i

Proceeds from the Reverse Recapitalization

unpaid deferred underwriting fee

unpaid transaction costs incurred by 8i

payment and accrued expenses of transaction costs related to the Reverse Recapitalization

non-cash net assets assumed from 8i

Net contributions from issuance of ordinary shares upon the Reverse Recapitalization

The shares and corresponding capital amounts and all

per share data related to EHL’s outstanding ordinary shares prior to the Reverse Recapitalization have been retroactively adjusted

using the Exchange Ratio .

Note 5 – Disposition of Subsidiary

Disposition of TGC

On March 1, 2022, SEMA, the Company’s wholly

owned subsidiary, sold 100 % of the equity interest in TGC to an unrelated individual for a total consideration of SG$ 1.0 (“TGC

transaction”).

TGC is not a significant subsidiary and the disposition of all of the equity interests in TGC did not constitute

a strategic shift that would have a major effect on the Company’s operations and financial results.

As a result, the results of

operations for TGC were not reported as discontinued operations under the guidance of ASC 205 “ Presentation of Financial Statements.

For the year ended December 31, 2022, the Company recognized a gain of $ 30,055 on the disposal of all of the deficit interests in TGC.

Note 6 – Accounts

receivable, net

of accounts receivable

December 31, 2022

December 31, 2021

Accounts receivable *

Allowance for doubtful accounts

Total accounts receivable, net

* As of December 31, 2022 and 2021, accounts receivable of up to approximately $ 0.6 million (SGD

0.8 million) were pledged to the short term loan from United Overseas Bank Limited (See Note 13).

of allowance for doubtful accounts from account receivables are as follows:

of movements of allowance for doubtful accounts

For the Year Ended

December 31, 2022

For the Year Ended

December 31, 2021

Beginning balance

Exchange rate effect

Ending balance

7 – Other receivables

of other receivables

December 31, 2022

December 31, 2021

Receivable from divestment (1)

Employee advance

Total other receivables

Other receivables – non-current

Other receivables – current

of allowance for doubtful accounts from other receivables are as follows:

of other receivables allowance for doubtful accounts

For the Year Ended

December 31, 2022

For the Year Ended

December 31, 2021

Beginning balance

Ending balance

balance of receivable from divestment represented the amount due from BPT, an unrelated third party.

On January 1, 2018, the

Company’s subsidiary, UGI entered into an investment agreement with BPT, to invest approximately $ 1.9

million (SGD 2,580,000 )

in BPT’s affordable home program in Indonesia.

On March 1, 2021, both parties entered into a mutual termination agreement

(“Agreement”) to terminate the investment agreement.

Upon execution of this Agreement, BPT agreed to repay UGI’s

investment amounted to $ 1,913,096

(SGD 2,580,000 ),

and compensated UGI with the additional amount of $ 1,905,681 (SGD 2,570,000 ).

The Company recognized the compensation portion (the excess of the settled amount over the original invested amount) from investment

as other income for the year ended December 31, 2021.

In May 2022, the Company has collected approximately $ 0.9

million (SGD 1,200,000 )

and signed an installment payments agreement with the BPT to repay the remaining balance of approximately $ 2.8

million (SGD 3,950,000 )

in eight equal quarterly installments with annual interest

rate of 3% beginning on July 31, 2022, October 31, 2022, January 31, 2023, April 30, 2023, July 31, 2023, October 31, 2023, January

31, 2024, and April 30, 2024.

As of the date of the issuance of these financial statements, the Company has collected two

scheduled quarterly installments of approximately $ 0.7

million (SGD 987,500 ).

However, due to the skipped repayments from BPT on January 31, 2023 and forward, Company determined the remaining balance due from

BPT is at risk and more likely than not the Company will be able to recover such balance.

As a result, the Company fully wrote off

the remaining balance of receivable from divestment due from BPT for the year ended December 31, 2022.

Note 8 – Property

and equipment, net

Property and equipment, net consist of the following:

of property and equipment

December 31, 2022

December 31, 2021

Office equipment

Medical equipment

Leasehold improvement

accumulated depreciation

Depreciation expense for the years ended December

31, 2022 and 2021 amounted to $ 23,347 and $ 34,523 , respectively.

Note 9 – Intangible assets, net

Intangible assets

consisted of the following:

of intangible assets

December 31, 2022

December 31, 2021

Customer relationships

Accumulated amortization

Exchange rate effect

Total intangible assets, net

Amortization expense for the years ended December

31, 2022 and 2021 amounted to $ 115,907 and $ 162,825 , respectively.

The management performed quantitative assessment and determined to

fully impair the carrying value of intangible assets due to the Company’s limited business development and uncertain surrounding

economic environment.

For the year ended December 31, 2022, The Company recorded $ 167,787 impairment loss related to intangible assets.

Note 10 – Goodwill

changes in the carrying amount of goodwill from Melana reporting unit and Tri-Global reporting unit are as follows:

Balance as of December 31, 2020

Foreign currency translation adjustment

Balance as of December 31, 2021

Foreign currency translation adjustment

Balance as of December 31, 2022

For the years ended December 31, 2022 and 2021,

the Company record $ 971,229

and nil impairment loss on good will, respectively.

Note 11 – Forward Purchase Agreements

November 9, 2022 and November 13, 2022, 8i, EHL, and certain institutional investors, HB Strategies LLC (the “Seller 1”) and

Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B (“Seller 2”) entered into an agreement (the “Prepaid

Forward Agreement 1” and “Prepaid Forward Agreement 2”), respectively, for an equity prepaid forward transaction (the

“Prepaid Forward Transaction 1” and “Prepaid Forward Transaction 2”).

to the terms of the Prepaid Forward Agreements, Seller 1 and Seller 2 may (i) purchase through a broker in the open market, from holders

of Shares other than 8i Acquisition or affiliates thereof, 8i Acquisition’s ordinary shares, no par value, (the “Shares”),

or (ii) reverse Seller 1’s and Seller 2’s prior exercise of redemption rights as to Shares in connection with the Business

Combination (all such purchased or reversed Shares, the “Recycled Shares 1” and “Recycled Shares 2”, respectively).

While Seller 1 and Seller 2 has no obligation to purchase any Shares under the Prepaid Forward Agreement 1 and Prepaid Forward Agreement

2, the aggregate total Recycled Shares 1 and Recycled Shares 2 that may be purchased or reversed under the Prepaid Forward Agreement 1

and Prepaid Forward Agreement 2 shall be no more than 1,400,000 shares and 1,125,000 shares, respectively.

Seller 1 and Seller 2 have

agreed to hold the Recycled Shares 1 and Recycled Shares 2, for the benefit of (a) 8i Acquisition until the closing of the Business Combination

(the “Closing”) and (b) the Company after the Closing (each a “Counterparty”).

Seller 1 and Seller 2 also may

not beneficially own greater than 9.9 % of issued and outstanding Shares following the Business Combination.

key terms of the forward contracts are as follows:

- Sellers can terminate the Transaction no later than

the later of:

(a) Third Local Business Day following the Optional Early Termination (“OET”);

(b) the first Payment Date after

the OET Date which shall specify the quantity by which the Number of Shares is to be reduced (such quantity, the “Terminated Shares”)

Seller shall terminate the Transaction in respect of any Shares sold on or prior to the Maturity Date.

The Counterparty is entitled to

an amount from the Seller equal to the number of terminated shares multiplied by the Reset Price.

-Seller 1 and Seller 2 are entitled to receive the

Maturity Consideration, an amount equal to the product of:

(1) Number of Recycled Shares specified in the Pricing Date Notice, less(b)

the number of Terminated Shares multiplied by (2) USD 2.50 (the “Maturity Consideration”), in cash.

The Company can also pay

the Seller 1 and Seller 2 shares based on the Company’s average volume weighted average share price (“VWAP”) of the

Shares over 30 Scheduled Trading Days ending on the Maturity Date.

Such settlement consideration or OET is considered to be an embedded

feature (or instrument) with in the Prepaid Forward Transaction 1 and 2.

- The Prepaid

Forward Transaction 1 and 2 required physical settlement by repurchase of remaining of the recycled

shares in exchange for cash and if either the amount to be paid or the settlement date varies based on specified conditions, the earlier

of a) first anniversary of the closing of the transactions between Counterparty and EUDA on November 18, 2022 or b) the date specified

by Seller in a written notice to be delivered at Seller’s discretion (not earlier than the day such notice is effective) after the

occurrence of a VWAP Trigger Event, those instruments shall be measured subsequently at the amount of cash that would be paid under the

conditions specified in the contract if settlement occurred at the reporting date, recognizing the resulting change in that amount from

the previous reporting date as interest cost, which we recorded as change in fair value of prepaid forward purchase liability.

In accordance

with ASC 480, Distinguishing Liabilities from Equity , the Company has 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 its consolidated balance sheets.

The Company initially

measure the prepaid forward purchase liability at fair value and measured subsequently at fair value with changes in fair value recognized

As of the closing

of the Business Combination, the fair value of the prepaid forward purchase liability was $ 7,409,550 and was recorded on the Company’s

consolidated balance sheets.

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 .

Note 12 – Loan to third party

In November 20, 2020, the Company’s

subsidiary, UGI has entered into a loan agreement with PT total Prima Indonesia (“PT”), an unrelated third party.

execution of the loan agreement and supplemental agreement, PT may borrow up to approximately $ 0.7

million (SGD 1,000,000 )

from UGI for a period of three years with 9.00 %

annual interest rate.

The loan shall be due and payable, including all disbursed loan amount and accrued interest, on the maturity

As of December 31, 2022 and 2021, the Company had provided a total of $ 608,683

(SGD 816,000 )

and $ 352,959

(SGD 476,000 )

of loan to PT, respectively, and had $ 62,766

(SGD 84,144 )

(SGD 25,627 )

of interest receivable balance, respectively.

However, the Company determined its unlikely to recover such loan to third party upon

expiration of the loan contract due to PT was no longer in business, therefore, the company had recorded a fully allowance against

and wrote off the remaining balance of loan to third party as of December 31, 2022.

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

Company has recognized nil and $ 19,071 of interest income from loan to third party, respectively.

Note 13 – Credit facilities

Short-term loans – bank and private lender

Outstanding balances on short-term bank loans consist

of the following:

of short-term loans

Interest Rate

* United Overseas Bank Limited

90 days from disbursement

0.25 % plus prime rate of 5.25 %

Accounts receivable

FS Capital Ptd.

Fully repaid in February, 2022

Guaranteed by Kelvin Chen Weiwen, the Company’s CEO and shareholder, and Kent Ridge Health Private Limited

Funding Societies Pte.

Due monthly from April 2022 to March 2023 (Extended to July 31, 2024)

Guaranteed by Kelvin Chen Weiwen, the Company’s CEO and shareholder

* On August 21, 2019, KRHSG entered into a revolving line of credit

agreement with United Overseas Limited pursuant to which KRHSG may borrow up to approximately $ 593,208

(SGD 800,000 )

for operation purposes.

The loan was guaranteed by Jamie Fan Wei Zhi, an immediate family member of a shareholder of the Company, and

secured by KRHSG’s account receivable (see Note 6).

The loan bears an average annual interest rate of 5.50 %

and its due within 90 days from the loan disbursement.

The Company released Jamie Fan Wei Zhi as the guarantor of this loan on

October 31, 2022.

Short-term loan – third party

of short-term loans

Interest Rate

Due on demand beginning in July 2022 *

Interest expense pertaining to the above loans for

the years ended December 31, 2022 and 2021 amounted to $ 122,845 and $ 128,071 , respectively.

Weighted average interest rate to the above loans

for the years ended December 31, 2022 and 2021 are 11.0 % and 6.3 %, respectively.

* On December 16, 2022, the Company has signed a loan agreement

(“Agreement”) with Kent Ridge Health Pte Ltd (“KRHPL”), a related party.

Pursuant to the Agreement, KRHPL

agreed to fully remit the loan payment to Koh Wee Sing on behalf of the Company.

As a result, such short-term loan- third party was

transfer to other payable, related parties under KRHPL’s balance as of December 31, 2022.

Promissory note

Outstanding balances on promissory note consist of

the following:

of short-term loans

Interest Rate

Kaufaman & Canoles, P.

February 15, 2023 *

* This promissory note has a default interest of 15 % per annum beginning on February 15, 2023 until

paid in full.

In June 2023, the Company and KC has entered into a settlement agreement (“the Agreement”) to settle the promissory

Pursuant to the Agreement, the Company shall pay KC (1) $ 100,000 within two days of the dates that the Company’s US counsel,

Loeb & Loeb, confirm that it has received from KC all information and documents necessary for them to prepare an amended S-1 registration

statement covering the resale of securities, and (2) $ 60,000 within two business days after the date the first amendment to the registration

statement is filed with the SEC.

Convertible notes – third parties

Outstanding balances on convertible notes consist

of the following:

of short-term loans

Interest Rate

Maxim Group LLC (“Maxim”)

November 17, 2023

Automatically be converted into the Company’s ordinary shares at $5.00 per share if the balance is not being repaid by the maturity date

Menora Capital Pte Ltd (“Menora”)

November 17, 2023

Right to convert into the Company’s ordinary shares equal to the unpaid Principal Amount as of the Maturity Date divided by the five day VWAP Price of the Company’s ordinary shares immediately preceding the maturity date if the balance is not being repaid by the maturity date

Loeb & Loeb LLP (“Loeb”)

November 17, 2023

(1) 60,000 of the Company ordinary share has been issued to Loeb, which is subject to be returned and cancellation if the Company repaid the full or part of the convertible note, and (2) Loeb has the right to sell the ordinary shares in public market and the earning from the sales should be offset the remaining balance of the convertible note

Shine Link Limited (“Shine Link”)

November 17, 2023

Convertible notes – related parties

Interest Rate

8i Holdings 2 Ptd Ltd (“8i Holding”) (1)

November 17, 2023

Meng Dong (James) Tan (2)

November 17, 2023

Meng Dong (James) Tan, the Company’s related party who had more than 10 % ownership of the Company, is the sole shareholder and director of 8i Holdings 2 Pte.

Tan has sole voting and dispositive power over the shares.

Meng Dong (James) Tan, the Company’s related party has more than 10 % ownership of the Company.

The Company determined that the embedded conversion

feature from the convertible notes, related parties and third parties qualifies for the scope exception due to the embedded conversion

feature indexed to the Company’s stock in accordance with ASC 815-40-15 and meet the equity requirement in accordance with ASC815-40-25.

Note 14 – Other payables and accrued liabilities

Schedule of other

payables and accrued liabilities

December 31, 2022

December 31, 2021

Accrued expenses (i)

Accrued payroll

Accrued interests (ii)

Total other payables and accrued liabilities

Accrued expenses

Due to related parties

used in operating activities

The balance of accrued expenses represented amount due to third parties service providers which include marketing consulting service, IT related professional service, legal, audit and accounting fees, and other miscellaneous office related expenses.

Accrued interests

The balance of accrued interests represented the balance of interest payable from short-term loan – bank, private lender, and third parties (See Note 13).

Note 15 – Related

party balances and transactions

Related party balances

Schedule of related

party balances

Other receivables – related parties

Name of Related Party

KR Hill Capital Pte Ltd

Shareholders of this entity also are the shareholders of the Company

Related party advance, due on demand

Kent Ridge Medical Ptd Ltd

Shareholders of this entity also are the shareholders of the Company

Related party advance, due on demand

UG Digital Sdn Bhd

UGD, subsidiary of the Company owned 40% of this company

Related party advance, due on demand

Janic Limited

Shareholder of the Company

Related party advance, due on demand

Zukihealth SDN

Kelvin Chen, Chief Executive Office (“CEO”) and shareholder of the Company, is the shareholder of this entity

Related party advance due on demand

President, operation manager, and shareholder of the Company

Employee advance

Fresco Investment Pte Ltd

Fan Know Hin, an immediate family member of a shareholder of the Company, is the shareholder of this entity

Advance due on demand

Cadence Health Pte Ltd *

Shareholders of this entity also are the shareholders of the Company

Other receivables - related parties

* As of date of the issuance of these financial statements ,

this receivable has been repaid by the related party.

Convertible notes – related parties

Please see Note 13 for details.

Account payable – related parties

Name of Related Party

Cadence Health Pte Ltd

Shareholders of this entity also are the shareholders of the Company

Medical service fee performed for the employee patients of the Company’s corporate customers

payable, related parties

Shareholders of this entity also are the shareholders of the Company

Medical service fee performed for the employee patients of the Company’s corporate customers

Other payables – related parties

Name of Related Party

Shareholder of Scotgold Holding Ltd which is the shareholder of the Company

Operating expense paid on behalf of the Company

Jamie Fan Wei Zhi

An immediate family member of a shareholder of the Company

Operating expense paid on behalf of the Company, and Guarantor fee

CEO and shareholder of the Company

Operating expense paid on behalf of the Company

Kent Ridge Health Pte Ltd

Shareholders of this entity also are the shareholders of the Company

Operating expense paid on behalf of the Company

Kent Ridge Pacific Pte Ltd

Shareholders of this entity also are the shareholders of the Company

Operating expense paid on behalf of the Company

Watermark Developments Ltd

Shareholder of the Company

Operating expense paid on behalf of the Company

Wilke Services Ltd (“Wilke”) (1)

Shareholder of the Company

Investment payable

Mount Locke Limited

Shareholder of the Company

Operating expense paid on behalf of the Company

UG Digital Sdn Bhd

UGD, subsidiary of the Company owned 40% of this company

Operating expense paid on behalf of the Company

Other payables – related parties

the closing of the Business Combination, such balance was forgiven by its related party (see Note 16).

Related party transactions

Schedule of related

party transactions

Revenue from related parties

Name of Related Party

For the Year Ended

Cadence Health Pte Ltd

Shareholders of this entity also are the shareholders of the Company

Sales of swab test, and other medical related product

Revenue from related parties

Purchase from related parties

Name of Related Party

For the Year Ended

Cadence Health Pte Ltd

Shareholders of this entity also are the shareholders of the Company

Medical service fee provided for the third party medical service revenue

from related parties

Shareholders of this entity also are the shareholders of the Company

Medical service fee provided for the third party medical service revenue

Rental expenses

Name of Related Party

For the Year Ended

Kent Ridge Pacific Pte Ltd

Shareholders of this entity also are the shareholders of the Company

Office rental

Rental Expenses

Shareholders of this entity also are the shareholders of the Company

Office rental

Note 16 – Shareholders’ equity

Capital Contribution

On September 20, 2022, the Company received capital

of $ 600,000 from an investor for the issuance in 8i acquisition’s ordinary shares.

Such deposit is refundable if the business combination

will not be completed by November 30, 2022.

Initially, the Company recognized the subscribed shares deposit liability in accordance with

ASC 480, “Distinguishing Liabilities from Equity” on inception.

On November 17, 2022, Upon the closing of the Business Combination

with 8i acquisition, the Company issued 120,000 ordinary shares to this investor and transferred such the subscribed shares deposit liability

into equity as capital contribution.

Forgiveness of debt by a related party

On March 31, 2022, the Company and Wilke entered into

a deed of release of debt (“Deed”), pursuant to the Deed, upon the closing of the Business Combination, Wilke agrees to release

and discharge the Company from the Obligation to repay to Wilke of $ 2,763,018 .

As Wilke’s is a shareholder of the

Company, such debt forgiveness were treated as an addition to the Company’s capital during the year ended December

Ordinary shares

The Company is authorized to issue unlimited ordinary

shares of no par value.

Holders of the Company’s ordinary shares are entitled to one vote for each ordinary share.

- Issuance of ordinary shares to EHL

On July 25, 2022, the Company issued 4,626,667 ordinary

shares ( 500,000 ordinary share before reverse recapitalization) for total consideration of $ 500,000 to the shareholder of EHL.

The shares and corresponding capital amounts and all

per share data related to EHL’s outstanding ordinary shares prior to the Reverse Recapitalization have been retroactively adjusted

using the Exchange Ratio .

-Issuance of ordinary shares upon the reverse recapitalization

On November 17, 2022, upon the consummation of the

Business Combination, the Company issued an aggregate total of 6,191,770 ordinary shares to 8i and various service provider.

The following

table presents the number of the Company’s ordinary shares issued upon the Reverse Recapitalization:

of reverse recapitalization

Ordinary Shares

8i ordinary shares outstanding prior to Reverse Recapitalization

redemption of 8i ordinary shares

Conversion of 8i rights

Shares issued to service providers

Total shares issued upon the Reverse Recapitalization

In connection with the reverse

recapitalization, the Company has assumed 8,917,250 Warrants outstanding, which consisted of 8,625,000 Public Warrants and 292,250 Private

Both of the Public Warrants and private warrant met the criteria for equity classification.

Warrants became exercisable

on the later of (a) the completion of the reverse recapitalization or (b) 12 months from the closing of the initial public offering (“IPO”).

The warrants will expire five years after the completion of a reverse recapitalization or earlier upon redemption or liquidation.

As of December 31, 2022,

the Company had 8,625,000 Public Warrants outstanding and 292,250 Private Warrants outstanding.

Each whole Public Warrant and Private

Warrant entitles the registered holder to purchase one-half share of the Company’s ordinary share at a price of $ 11.50 per share,

subject to the following conditions discussed below.

Company may redeem the Public Warrants and Private Warrants in whole and not in part, at a price of $ 0.01 per warrant:

● at any time while

the warrants are exercisable and prior to their expiration,

● upon not less than

30 days’ prior written notice of redemption to each warrant holder,

● if, and only if,

the reported last sale price of the ordinary shares equals or exceeds $ 16.50 per share (as adjusted for share splits, share dividends,

reorganizations and recapitalizations), for any 20 trading days within a 30 trading days period ending on the third trading business day

prior to the notice of redemption to warrant holders, and,

● if, there is a current

registration statement in effect with respect to the Ordinary Shares underlying the Warrants for each day in the 30-day trading period

and continuing each day thereafter until the Redemption Date or the cashless exercise of the Warrants is exempt from the registration

requirements under the Securities Act of 1933, as amended (the “Act”)

If the Company calls the

warrants for redemption as described above, management will have the option to require all holders that wish to exercise the warrants

to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of ordinary shares issuable

upon exercise of the warrants may be adjusted for splits, dividends, recapitalizations and other similar events.

Additionally, in no event

will the Company be required to net cash settle the warrants.

The only difference between

Public Warrants and Private Warrants is that the Private Warrants will not be transferable, assignable or salable until after the completion

of reverse recapitalization.

The summary of warrants activity is as follows:

of warrant activities

Ordinary Shares Issuable

December 31, 2021

December 31, 2022

Earnout shares

As part of the Business Combination, Watermark

is entitled to the 4,000,000

Earnout Shares of the Company’s no par value ordinary shares subject to the following four

triggering events:

(x) revenues of at least $ 20,100,000 and (y) net income attributable to EUDA of at least $ 3,600,000 (“Triggering Event 3”);

(x) revenues of at least $ 40,100,000 and (y) net income attributable to EUDA of at least $ 10,100,000 (“Triggering Event 4”).

Shares are accounted for as equity classified equity instruments, were included as merger consideration as part of the Reverse Recapitalization

and recorded in capital .

The fair value of the Earnout Shares was estimated using a model based on multiple stock price paths developed

through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the market condition targets may

not be satisfied.

The fair value of the Earnout Shares for Triggering

Event 1 and 2 was estimated using the following assumptions:

Schedule of earnout shares

for triggering event

November 17, 2022

Share price of the Company as of closing date

Average daily return rate

Daily volatility for Triggering Event 1

Daily volatility for Triggering Event 2

Risk-free rate for Triggering Event 1

Risk-free rate for Triggering Event 2

Grant Price for Trigging Event 1

Grant Price for Trigging Event 2

As a result, the Company determined the fair value

of the Earnout Shares for Triggering Event 1 and 2 is amounted to $ 1,926,610 and $ 3,273,019 , respectively, and recorded the same amount in consolidated statements of change in shareholders’ equity (deficit) and

consolidated statements of operations and comprehensive income (loss) as earnout share payment for the year ended December 31, 2022.

In addition, Company determined that the probabilities

of achieving the revenue and net income thresholds are nil for Triggering Event 3 and 4 and estimated the fair value of the Earnout Shares

Note 17 – Income taxes

British Virgin Islands

KRHL and SGGL are incorporated in the British Virgin

Islands and are not subject to tax on income or capital gains under current British Virgin Islands law.

In addition, upon payments of

dividends by these entities to their shareholders, no British Virgin Islands withholding tax will be imposed.

The Company’s subsidiary operating in Vietnam

is subject to the Vietnam Income Tax at a standard income tax rate of 20 %.

The Company’s subsidiary operating in Malaysia

is governed by the income tax laws of Malaysia and the income tax provision in respect of operations in Malaysia is calculated at the

applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof.

Under the Income Tax Act of Malaysia, enterprises that incorporated in Malaysia are usually subject to a unified 24 % enterprise income

tax rate while preferential tax rates, tax holidays and even tax exemption may be granted on case-by-case basis.

The Company’s subsidiaries incorporated in Singapore

and is subject to Singapore Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance

with relevant Singapore tax laws.

The applicable tax rate is 17 % in Singapore, with 75% of the first $ 7,255 (SGD 10,000 ) taxable income

and 50% of the next $ 137,842 (SGD 190,000 ) taxable income are exempted from income tax.

The United States and foreign components of loss before

income taxes were comprised of the following:

of components of loss before income taxes

Total loss (income) before income taxes

The provision for income taxes consisted of the following:

of provision for income taxes

For the Year Ended

December 31, 2022

For the Year Ended

December 31, 2021

Provision for income taxes

The following table reconciles Singapore statutory

rates to the Company’s effective tax rate:

of effective income tax rate

the Year Ended

December 31, 2022

the Year Ended

December 31, 2021

Singapore statutory income tax rate

Tax rate difference outside Singapore (1)

Taxable income below exemption threshold

Change in valuation allowance

Effective tax rate

It is due to tax rate difference of the entities incorporated in Vietnam and British Virgin Islands.

mainly consisted of income such as offshore investment income, 2021 return to provision adjustment, and COVID-19 related government

grant which is non-taxable under local tax laws.

The following table sets forth the significant components

of the aggregate deferred tax assets and liabilities of the Company as of:

of deferred tax assets and liabilities

December 31, 2022

December 31, 2021

Deferred Tax Assets/Liabilities

Net operating loss carryforwards

Allowance for doubtful account *

Net lease liability

valuation allowance

Deferred tax assets, net

Deferred tax liabilities:

Customer relationships

Deferred tax liabilities, net

* The valuation allowance on

all deferred tax assets decreased by $ 42,755 as of December 31, 2022.

As of December 31, 2022 and 2021, the Company had

net operating losses carry forward (including temporary taxable difference of bad debt expense) of approximately $ 4.4 million and $ 4.8

million, respectively, from the Company’s Singapore subsidiaries.

The net operating losses from the Singapore subsidiaries can be

carried forward indefinitely.

Due to the limited operating history of certain Singapore subsidiaries, the Company is uncertain when these

net operating losses can be utilized.

As a result, the Company provided a 100% allowance on deferred tax assets on net operating losses

(including temporary taxable difference of bad debt expense) of approximately $ 0.7 million and $ 0.8 million related to Singapore subsidiaries

as of December 31, 2022 and 2021, respectively.

As of December 31, 2022 and 2021, the Company had

net operating losses carry forward of approximately $ 18,000 and $ 19,000 , respectively, from the Company’s Vietnam subsidiary.

net operating losses from the Vietnam subsidiary can be carried forward for five years and expiring from the year 2025 to 2027.

the Vietnam subsidiary have been operating at losses and the Company believes it is more likely than not that its Vietnam operations will

be unable to fully utilize its deferred tax assets related to the net operating losses in the foreseeable future.

As a result, the Company

provided a 100% allowance on deferred tax assets on net operating losses of approximately $ 4,000 and $ 4,000 related to its Vietnam subsidiary

as of December 31, 2022 and 2021, respectively.

As of December 31, 2022, the Company had net operating

losses carry forward of approximately $ 15,000 from the Company’s Malaysia subsidiary.

The net operating losses from the Malaysia

subsidiary can be carried forward for seven years.

Due to the Malaysia subsidiary have been operating at losses and the Company believes

it is more likely than not that its Malaysia operations will be unable to fully utilize its deferred tax assets related to the net operating

losses in the foreseeable future.

As a result, the Company provided a 100% allowance on deferred tax assets on net operating losses of

approximately $ 4,000 related to its Malaysia subsidiary as of December 31, 2022.

Uncertain tax positions

The Company evaluates each uncertain tax position

(including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated

with the tax positions.

As of December 31, 2022 and 2021, the Company did not have any significant unrecognized uncertain tax positions.

The Company did not incur interest and penalties tax for the year ended December 31, 2022 and 2021.

Taxes payable consist of the following:

of taxes payable

December 31, 2022

December 31, 2021

GST taxes payable

Income taxes payable

Note 18 – Concentrations risks

(a) Major customers

For the years ended December 31, 2022 and 2021, no

customer accounted for 10 % or more of the Company’s total revenues.

As of December 31, 2022 and 2021, no customer accounted

for 10 % or more of the total balance of accounts receivable.

(b) Major vendors

For the year ended December 31, 2022, no vendor accounted

for 10 % or more of the Company’s total purchases.

For the year ended December 31, 2021, one vendor which is the Company’s

related party accounted for approximately 37.3 % of the Company’s total purchases.

As of December 31, 2022, two vendors accounted for

27.9 % and 12.1 % of the Company’s total balance of accounts payable, respectively.

As of December 31, 2021, one vendor which is the

Company’s related party accounted for approximately 87.2 % of the total balance of accounts payable.

Financial instruments that potentially subject

the Company to significant concentrations of credit risk consist primarily of cash.

The Singapore Deposit Insurance Corporation

Limited (SDIC) insures deposits in a Deposit Insurance (DI) Scheme member bank or finance company up to approximately $ 57,000

(SGD 75,000 )

As of December 31, 2022 and 2021, the Company had cash balance of $ 138,710

and $ 180,746

was maintained at DI Scheme banks in Singapore, of $ 0

was subject to credit risk, respectively.

The Federal Deposit Insurance Corporation (FDIC) standard insurance amount is up to $ 250,000

per depositor per insured bank.

As of December 31, 2022 and 2021, the Company had restricted cash balance of $ 641,461

maintained at banks in the United States, of $ 391,461

was subject to credit risk, respectively.

While management believes that these financial institutions are of high credit quality, it

also continually monitors their credit worthiness.

The Company is also exposed to risk from accounts

receivable and other receivables.

These assets are subjected to credit evaluations.

An allowance has been made for estimated unrecoverable

amounts which have been determined by reference to past default experience and the current economic environment.

Note 19 – Leases

As of December 31, 2022 and

2021, the Company has leased three offices, and one office, respectively, which were classified as operating leases.

In addition, the

Company had two office equipment leases which were classified as finance leases.

The Company occupies various

offices under operating lease agreements with a term shorter than twelve months which it elected not to recognize lease assets and lease

liabilities under ASC 842.

Instead, the Company recognized the lease payments in profit or loss on a straight-line basis over the lease

term and variable lease payments in the period in which the obligation for those payments is incurred.

The Company’s lease

agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company recognized lease

expense on a straight-line basis over the lease term for operating lease.

Meanwhile, the Company recognized the finance leases ROU assets

and interest on an amortized cost basis.

The amortization of finance ROU assets is recognized on an accretion basis as amortization expense,

while the lease liability is increased to reflect interest on the liability and decreased to reflect the lease payments made during the

The ROU assets and lease

liabilities are determined based on the present value of the future minimum rental payments of the lease as of the adoption date, using

an effective interest rate of 5.25 %, which is determined using an incremental borrowing rate with similar term in Singapore.

As of December 31, 2022,

the weighted average remaining lease terms of the Company’s operating lease and finance leases are 0.69 years and 2.01 years, respectively.

Operating and finance lease

expenses consist of the following:

of operating and finance lease expenses

For the Year Ended

Classification

December 31, 2022

December 31, 2021

Operating lease cost

Lease expenses

General and administrative

Lease expenses – short-term

General and administrative

Finance lease cost

Amortization of leased asset

General and administrative

Interest on lease liabilities

Other expense -Interest expenses

Total lease expenses

Weighted-average remaining

term and discount rate related to leases were as follows:

of weighted average remaining term and discount rate

December 31, 2022

December 31, 2021

Weighted-average remaining term

Operating lease

Finance leases

Weighted-average discount rate

Operating lease

Finance leases

The following table sets

forth the Company’s minimum lease payments in future periods as of December 31, 2022:

of future minimum lease payments

Operating lease

Finance lease

Twelve months ending December 31, 2023

Twelve months ending December 31, 2024

Total lease payments

Present value of lease liabilities

As of December 31, 2022,

the Company minimum short term lease payments to be due within one year amounted to $ 25,075 .

Note 20 – Commitments and contingencies

Contingencies

From time to time, the Company is party to certain

legal proceedings, as well as certain asserted and un-asserted claims.

Amounts accrued, as well as the total amount of reasonably possible

losses with respect to such matters, individually and in the aggregate, are not deemed to be material to the consolidated financial statements.

March 30, 2022, the State Courts of the Republic of Singapore had reached a verdict that the Company’s subsidiaries, KRHSG

and Melana (Defendants) is liable to compensate Jamie Fan Wei Zhi (Plaintiff), the Company’s related party for failing to procure

the release of the Plaintiff from the guarantees to secure a credit line from United Overseas Bank before December 31, 2020.

The Defendants

agree to compensate the Plaintiff the sum of $ 3,704 (SGD 5,000 ) per month as guarantor fee starting from January 1, 2021 until the Defendants

procured the release of the Plaintiff as the guarantor of the loan.

The Defendants released the Jamie Fan Wei Zhi as the guarantor of

the loan on October 31, 2022.

As of December 31, 2022, the Company has paid Jamie Fan Wei Zhi $ 74,966 (SGD 100,000 ), and no more balance

Note 21 – Segment information

The Company presents segment

information after elimination of inter-company transactions.

In general, revenue, cost of revenue and operating expenses are directly

attributable, or are allocated, to each segment.

The Company allocates costs and expenses that are not directly attributable to a specific

segment, such as those that support infrastructure across different segments, to different segments mainly on the basis of usage, revenue

or headcount, depending on the nature of the relevant costs and expenses.

The Company does not allocate assets to its segments as the

Chief Operating Decision Maker (“CODM”) does not evaluate the performance of segments using asset information.

The Company evaluates performance

and determines resource allocations based on a number of factors with the primary measurements being revenues and income/loss from operations

of the Company’s two reportable segments:

1) Medical Services and 2) Property Management Services.

The following tables present

the summary of each segment’s revenue, loss from operations, income (loss) before income taxes and net income (loss) which is considered

as a segment operating performance measure, for the years ended December 31, 2022 and 2021:

of segment reporting information

For the Year Ended December 31, 2022

Loss from operations

$ ( 2,463,593 )

Cash flows from investing activities:

Principal deposited in Trust

$ ( 2,991,371 )

used in investing activities

$ ( 5,454,964 )

Cash flows from financing activities:

Proceeds from Initial Public Offering

Proceeds from private placement

Proceeds from underwriter’s purchase option

Proceeds from issuance of promissory note to related

Payment of underwriting commission

Loss before income taxes

$ ( 2,613,615 )

Payment to related party, net

Payment of deferred offering

provided by financing activities

Net change in cash

Cash, beginning of the year/period

Cash, end of the year

Supplemental disclosure of noncash financing activities

Deferred offering costs paid

by Sponsor in exchange for issuance of ordinary shares

Deferred offering costs paid

by related party

Deferred offering costs included

in accrued offering costs and expenses

Prepaid expense paid by related

Initial value of ordinary shares

subject to possible redemption

Subsequent measurement ordinary

shares subject to possible redemption

Deferred underwriting commissions

accompanying notes are an integral part of these financial statements.

ACQUISITION 2 CORP.

TO FINANCIAL STATEMENTS

1 - Organization and Business Operations

Acquisition 2 Corp.

(the “Company”) is a company incorporated on January 21, 2021, under the laws of the British Virgin Islands

for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other

similar business combination with one or more businesses or entities (a “Initial Business Combination”).

The Company is an

“emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”),

as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

The Company’s efforts to identify

a prospective target business will not be limited to a particular industry or geographic location (excluding China).

The Articles of

Association prohibit the Company from undertaking the initial business combination with any entity that conducts a majority of its business

or is headquartered in China (including Hong Kong and Macau).

of July 31, 2022, the Company had not yet commenced any operations.

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

July 31, 2022 relates to the Company’s organizational activities and the initial public offering (the “IPO”) described

The Company will not generate any operating revenues until after the completion of its Initial Business Combination, at the earliest.

The Company 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.

Company has selected July 31 as its fiscal year end.

Company 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 the Company’s amended and restated memorandum and articles of association.

As a result, this has the same effect

as if the Company had formally gone through a voluntary liquidation procedure under the Companies Law.

Accordingly, no vote would be

required from the Company’s shareholders to commence such a voluntary winding up, liquidation and subsequent dissolution.

the period from January 21, 2021 (inception) to April 11, 2021, the Company was sponsored by 8i Holdings Limited, a Limited Liability

Exempted Company incorporated in the Cayman Islands on November 24, 2017.

On April 12, 2021, 8i Holdings Limited transferred their founder

shares (as defined below) to 8i Holdings 2 Pte Ltd (the “Sponsor”), a Singapore Limited Liability Company incorporated on

April 1, 2021.

Trust Account

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.

April 11, 2022, the Company 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”).

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

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

ACQUISITION 2 CORP.

TO FINANCIAL STATEMENTS

Company’s board of directors have (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 the shareholders of the Company.

Meng Dong (James) Tan, the Company’s Chief Executive Officer and Chairman of the Company’s board of directors, had at

the time, 10.0 %

of the equity interests of the Seller.

Tan currently holds a 33.3 % ownership stake in the Seller.

The Company received a

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

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

connection with the closing of the transactions under the SPA, the current officers and directors of EUDA Health will become the Company’s

officers and directors.

The Company’s 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.

and Capital Resources

July 31, 2022 and 2021, the Company had $ 193,546 and nil in cash and working capital/(deficit) of $( 1,408,615 ) and $( 218,797 ) (excluding

deferred underwriting commissions and deferred offering costs), respectively.

registration statement for the Company’s IPO (as described in Note 3) was declared effective on November 22, 2021.

24, 2021, the Company 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 (each a “Warrant”, and, collectively, the “Warrants”), and one right to receive

one-tenth of an ordinary share upon the consummation of an Initial Business Combination.

Simultaneously

with the IPO, the Company sold to Mr.

Meng Dong (James) Tan 292,250 units at $ 10.00 per unit (the “Private Units”) in a private

placement generating total gross proceeds of $ 2,922,500 , which is described in Note 4.

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 the underwriter’s purchase option of $ 483,477 .

Except for the $ 100 for the Unit Purchase

Option and $ 25,000 of subscription of ordinary shares (as defined in Note 7), the Company received net proceeds of $ 87,114,830 from the

IPO and the private placement.

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

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

On June 14, 2021,

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

On October 25, 2021, the Company

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

ordinary shares outstanding.

connection with the Company’s 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,” the Company has until November 24, 2022 (absent any extensions of such period by the Sponsor, pursuant to

the terms described above) to consummate the proposed Business Combination.

It is uncertain that the Company will be able to consummate

the proposed Business Combination by this time.

If a Business Combination is not consummated by this date, there will be a mandatory

liquidation and subsequent dissolution of the Company.

Management has determined that the mandatory liquidation, should a business combination

not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November

The Company intends to complete the proposed Business Combination before the mandatory liquidation date.

However, there can

be no assurance that the Company will be able to consummate any business combination by November 24, 2022.

ACQUISITION 2 CORP.

TO FINANCIAL STATEMENTS

2 - Significant Accounting Policies

of Presentation

accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States

of America (“GAAP”) for financial information and in accordance with the instructions to Form 10-K and Article 8 of Regulation

S-X of the SEC.

Growth Company Status

Company is an emerging growth company as defined by Section 2(a) of the JOBS Act and it 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 no

limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced

disclosures obligations regarding executive compensation in its periodic reports and proxy statements, and exceptions from the requirements

of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payment 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 an election to opt out is irrevocable.

The Company has elected not to opt out

of such extended transition period which means that when a standard is issued or revised, and it has different application dates for

public or private companies, the Company, 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 the Company’s 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.

preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

statements and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

and Cash Equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 193,546 and nil cash as of July 31, 2022 and 2021.

Held in Trust Account

of July 31, 2022, the Company’s portfolio of investments held in the Trust Account is comprised of U.S.

government securities,

within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, investments in money

market funds that invest in U.S.

government securities, cash, or a combination thereof.

The Company’s investments held in the Trust

Account are classified as trading securities.

Trading securities are presented on the balance sheets at fair value at the end of each

reporting period.

Gains and losses resulting from the change in fair value of these securities are included in gains and losses on Investments

Held in Trust Account in the accompanying statements of operations.

The estimated fair values of investments held in the Trust Account

are determined using available market information.

July 31, 2022, the Company had $ 86,472,912 held in the Trust Account, including $ 222,912 dividends earned on cash and marketable securities

held in the Trust Account.

ACQUISITION 2 CORP.

TO FINANCIAL STATEMENTS

Concentration

of credit risk

instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution

which, at times may exceed the Federal depository insurance coverage of $ 250,000 .

As of July 31, 2022 and 2021, the Company had not experienced

losses on this account.

Costs Associated with the IPO

costs consist of underwriting, legal, accounting, registration and other expenses incurred through the balance sheet date that are directly

related to the IPO.

Offering costs totaled $ 5,876,815 consisting of $ 1,725,000 of underwriting fees, $ 3,018,750 of deferred underwriting

fees, $ 649,588 of other expenses, and an excess of fair value of representative’s purchase option of $ 483,477 .

The Company complies

with the requirements of Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A

– “Expenses of Offering”.

The Company allocates offering costs between public shares, public warrants and public rights

based on the estimated fair values of public shares, public warrants and public rights at the date of issuance.

Offering costs associated

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

Shares Subject to Possible Redemption

Company accounts for its 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 the Company’s control)

are classified as temporary equity.

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

The Company’s

ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence

of uncertain future events.

Accordingly, 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 the Company’s

balance sheets.

Loss Per Ordinary Shares

Company complies 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) per share.

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

shares, the Company 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.

Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using

a ratio of 71 % for the redeemable ordinary shares and 29 % for the non-redeemable shares for the year ended July 31, 2022.

earnings per share presented in the statements of operations is based on the following:

of Earnings Per Share

the Year Ended July 31, 2022

$ ( 2,800,755 )

Accretion of temporary equity to redemption value

$ ( 5,414,370 )

Net loss including accretion of temporary equity

to redemption value

$ ( 2,651,826 )

ACQUISITION 2 CORP.

TO FINANCIAL STATEMENTS

Non-redeemable

the Year Ended

Non-redeemable

Basic and diluted net income (loss) per ordinary share:

Allocation of net loss including accretion

of temporary equity

$ ( 2,779,966 )

$ ( 5,431,792 )

Accretion of temporary equity

to redemption value

Allocation of net income (loss)

Reconciliation

of the Company’s segment net loss before income taxes to the consolidated statement of operation and comprehensive income (loss)’s

net loss before income taxes for the year ended December 31, 2022 is as follows:

of consolidated statement of operation and comprehensive income (loss)

net loss before income taxes

Segment loss before income tax

Change in fair value of prepaid forward purchase liabilities

( 12,911,503 )

Weighted average shares outstanding

Basic and diluted net income (loss) per ordinary

Non-redeemable

the Period from January 21, 2021

through July 31, 2021

Non-redeemable

Basic and diluted net loss per ordinary share:

Weighted average shares outstanding

Earnout share payment

( 5,199,629 )

Basic and diluted net loss per ordinary share

(1) This number excludes an aggregate of up to 281,250 shares exercised in full

or in part by the underwriters (see Note 5).

As a result of the full exercise of the over-allotment option by the underwriters upon the

consummation of the IPO, these shares are no longer subject to forfeiture (see Note 7).

Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 825, “Financial

Instruments” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature.

value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction

between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs

used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets

or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted

prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,

such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input

that is significant to the fair value measurement.

ACQUISITION 2 CORP.

TO FINANCIAL STATEMENTS

Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”).

ASC 740 requires the recognition of deferred tax

assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities

and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation

allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes

a recognition threshold and measurement process for financial statements recognition and measurement of a tax position taken or expected

to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination

by taxing authorities.

ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim

period, disclosure and transition.

The Company has identified the British Virgin Islands as its only “major” tax jurisdiction,

Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring

recognition in the Company’s financial statements.

Since the Company was incorporated on January 21, 2021, the evaluation was performed

for the period from January 21, 2021 (inception) to July 31, 2021 and for the year ended July 31, 2022 which will be the only periods

subject to examination.

The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate

any adjustments that would result in a material changes to its financial position.

The Company’s policy for recording interest

and penalties associated with audits is to record such items as a component of income tax expense.

No interest or penalties were incurred

for the year ended July 31, 2022 and for the period from January 21, 2021 (inception) to July 31, 2021.

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.

The Company 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 the Company’s financial statements.

3 - Initial Public Offering

November 24, 2021, the Company sold 8,625,000 Units at a price of $ 10.00 per Unit, generating gross proceeds of $ 86,250,000 related to

Each Unit consists of one ordinary share, one redeemable warrant (each a “Warrant”, and, collectively, the “Warrants”),

and one right to receive one-tenth of an ordinary share upon the consummation of an Initial Business Combination.

Each two redeemable

warrants entitle the holder thereof to purchase one ordinary share, and each ten rights entitle the holder thereof to receive one ordinary

share at the closing of a Business Combination.

No fractional shares issued upon separation of the Units, and only whole Warrants will

Opportunities Growth Fund (the “Anchor Investor”), has purchased an aggregate of 400,000 units in the IPO, and the Company

has agreed to direct the underwriters to sell to the Anchor Investor such number of units, subject to the Company’s satisfying

the Nasdaq listing requirement.

Anchor Investor is required to not redeem any of the public shares it acquires in the IPO.

With respect to the ordinary shares underlying

the units it may purchase in the IPO, upon the Company’s liquidation, the Anchor Investor will have the same rights to the funds

held in the Trust Account as the rights afforded to the public shareholders.

In addition, the units (including the underlying securities)

the Anchor Investor may purchase in the IPO will not be subject to any agreements restricting their transfer.

ACQUISITION 2 CORP.

TO FINANCIAL STATEMENTS

Conditionally

anchor shares are classified as temporary equity.

Accordingly, anchor shares are presented at initial carrying value of $ 8.24 per

share as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets plus dividend

earned of $ 0.03 per share.

As of July 31, 2022, total carrying value of the anchor shares amounted to $ 3,306,524 .

Company granted the underwriters a 45-day option from the date of the IPO to purchase up to an additional 1,125,000 Public Units to cover

over-allotments.

On November 24, 2021, the underwriters exercised the over-allotment option in full to purchase 1,125,000 Public Units,

at a purchase price of $ 10.00 per Public Unit, generating gross proceeds to the Company of $ 11,250,000 (see Note 6).

of July 31, 2022, the ordinary shares subject to redemption reflected on the balance sheets are reconciled in the following table:

Ordinary Shares Subject to Possible Redemption

Gross proceeds from public issuance

Proceeds allocated to pubic warrants and public rights

Other corporate expenses

( 1,406,322 )

Redeemable ordinary shares issuance costs

Consolidated net loss before income taxes

$ ( 24,931,824 )

Accretion of carrying value to redemption value

(Deemed dividend)

Ordinary shares subject to possible

For the Year Ended December 31, 2021

Loss from operations

Income (loss) before income taxes

Net income (loss)

The accounting principles

for the Company’s revenue by segment are set out in Note 3.

As of December 31, 2022,

the Company’s total assets were composed of $ 2,176,405 for medical services, $ 335,068 for property management services and $ 23,117,567

for corporate.

As of December 31, 2021,

the Company’s total assets were composed of $ 1,478,872 for medical services and $ 6,412,439 for property management services.

As substantially all of the

Company’s long-lived assets are located in Singapore and all of the Company’s revenue is derived from Singapore, no geographical

information is presented.

Note 22 – Subsequent events

The Company evaluated all events and transactions

that occurred after December 31, 2022 up through the date the Company issued these consolidated financial statements.

On January 9, 2023, James

Tan, who is the former Chief Executive officer of 8i loaned the Company for an amount of $ 145,450 (the “Initial Tan Loan”)

at 8 % interest per annum and was to be repaid by March 31, 2023.

The Initial Tan Loan was not timely repaid by March 31, 2023 and was

replaced as disclosed below.

On February 2, 2023, the

Company entered into a loan agreement (“Agreement”) with Alfred Lim, the independent director of the Company, pursuant to

which Alfred Lim granted a loan amounted to $ 128,750 to the Company at 8 % interest per annum.

The loan was due on March 31, 2023.

On March 31, 2023 the Company further extended the maturity date of such

loan to December 31, 2023.

On April 24, 2023, James

Tan loaned the Company an additional $ 332,750 (the “Tan Second Loan”) at 8 % interest per annum, which matures on the earlier

of June 30, 2023 or within seven days of the Company receiving the proceeds from the sales of securities in the private placement (the

“Private Placement”).

with the closing of the IPO, Mr.

Meng Dong (James) Tan purchased an aggregate of 292,250 Private Units at a price of $ 10.00 per Private

Unit for an aggregate purchase price of $ 2,922,500 in a private placement.

The Private Units are identical to the public Units except

with respect to certain registration rights and transfer restrictions.

The proceeds from the Private Units were added to the proceeds

from the IPO to be held in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period,

the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements

of applicable law), and the Private Units and all underlying securities will expire worthless.

5 - Related Party Transactions

January 21, 2021 and February 5, 2021, 8i Holdings Limited paid an aggregate price of $ 25,000 , or approximately $ 0.017 per share, to

cover certain offering costs in consideration for 1,437,500 ordinary shares (the “Insider Shares” or “Founder Shares”).

On April 12, 2021, 8i Holdings Limited transferred an aggregate of 1,437,500 Founder Shares to the Sponsor for $ 25,000 .

On June 14, 2021,

the Sponsor transferred 15,000 Founder Shares in the aggregate to the Company’s directors for nominal consideration.

25, 2021, the Company issued an additional 718,750 ordinary shares which were purchased by the Sponsor for $ 12,500 , resulting in an aggregate

of 2,156,250 ordinary shares outstanding.

The issuance was considered as a nominal issuance, in substance a recapitalization transaction,

which was recorded and presented retroactively.

The Founder Shares are identical to the ordinary shares included in the Units being sold

The Sponsor has agreed to forfeit 281,250 Founder Shares to the extent that the over-allotment option is not exercised in

full by the underwriters.

The forfeiture is adjusted to the extent that the over-allotment option is not exercised in full by the underwriters

so that the Founder Shares represent 20 % of the Company’s issued and outstanding shares (excluding shares from units of private

placement) after the IPO.

On November 24, 2021, the underwriters exercised the over-allotment option in full, so there are no founder

shares subject to forfeiture.

ACQUISITION 2 CORP.

TO FINANCIAL STATEMENTS

of the Founder Shares issued and outstanding prior to the date of the IPO will be placed in escrow with an escrow agent until the earlier

of six months after the date of the consummation of an Initial Business Combination and the date on which the closing price of the Company’s

ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations)

for any 20 trading days within any 30-trading day period commencing after the Initial Business Combination or earlier, if, subsequent

to the Initial Business Combination, the Company consummates a liquidation, merger, share exchange or other similar transaction which

results in all of its shareholders having the right to exchange their shares for cash, securities or other property.

Up to 281,250 of

the Founder Shares may also be released from escrow earlier than this date for forfeiture and cancellation if the over-allotment option

is not exercised in full within 45-day after the IPO.

On November 24, 2021, the underwriters exercised the over-allotment option in full,

so there are no founder shares subject to forfeiture.

Note - Related Party

January 12, 2022, Mr.

Meng Dong (James) Tan, the Company’s Chief

Executive Officer of the Company , agreed to loan the Company 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 the Company for $ 500,000 (the “March Note,” and together with the January Note, the “Promissory Notes”).

The Promissory Notes were non-interest bearing and payable promptly after the date on which the Company consummates an Initial Business

As of July 31, 2022, the total amount borrowed under the Promissory Notes was $ 800,000

Meng Dong (James) Tan has the right, but not the obligation, to convert the Promissory Notes, in whole or in part, into private units

(the “Units”) of the Company containing the same securities as issued in the Company’s IPO and by providing the Company

with written notice of its intention to convert the Promissory Notes at least one business day prior to the closing of a Business Combination.

The number of Units to be received by the Mr.

Meng Dong (James) Tan in connection with such conversion shall be an amount determined

by dividing (x) the sum of the outstanding principal amount payable to Mr.

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

to Related Parties

of July 31 , 2022

and 2021, the total amount contains administrative service fee of $ 83,000 and $ 0 accrued by the Company’s Sponsor, respectively.

the year ended July 31, 2022, Mr.

Meng Dong (James) Tan, Chief Executive Officer of the Company, loaned the Company $ 3,894 to cover certain

operating expenses of the Company.

As of July 31, 2022, the total amount due to Mr.

Tan was $ 3,894 .

of July 31 , 2022

and 2021, 8i Enterprises Pte Ltd, a company wholly owned by Mr.

Meng Dong (James) Tan, had loaned the Company an aggregate of $ 0 and

$ 396,157 in regard to the costs associated with formation and the IPO, respectively.

Such loan is non-interest bearing.

On December 6,

2021, the Company repaid $ 396,157 of related party loans.

Administrative

Company has agreed, commencing on the effective date of the IPO, to pay the affiliate of the Company’s Sponsor a monthly fee of

an aggregate of $ 10,000 for office space, utilities and personnel.

This arrangement will terminate upon the completion of a Business

Combination or the distribution of the Trust Account to the public shareholders.

For the year ended July 31, 2022, the Company has accrued

$ 83,000 of administrative service fee, which is included in formation and operating costs on the statements of operations.

ACQUISITION 2 CORP.

TO FINANCIAL STATEMENTS

6 - Commitments and Contingencies

Company granted the underwriters, a 45-day option to purchase up to 1,125,000 units (over and above the 7,500,000 units referred to above)

solely to cover over-allotments at $ 10.00 per unit.

November 24, 2021, the Company paid cash underwriting commissions of 2.0 % of the gross proceeds of the IPO, or $ 1,725,000 .

underwriters are entitled to a deferred underwriting commission of 3.5 % of the gross proceeds of the IPO, or $ 3,018,750 , which will be

paid from the funds held in the Trust Account upon completion of the Company’s initial Business Combination subject to the terms

of the underwriting agreement.

November 24, 2021, the underwriters exercised the over-allotment option in full to purchase 1,125,000 Public Units at a purchase price

of $ 10.00 per Public Unit, generating gross proceeds to the Company of $ 11,250,000 (see Note 3), and were, in aggregate, paid a fixed

underwriting discount of $ 225,000 .

Purchase Option

Company sold to Maxim Group LLC (and/or its designees) an option for $ 100 to purchase up to a total of 431,250 units exercisable, in

whole or in part, at $ 11.00 per unit, between the first and fifth anniversary dates of the effective date of the registration statement

of which the IPO forms a part.

The purchase option may be exercised for cash or on a cashless basis, at the holder’s option.

option and the 431,250 units, as well as the 474,375 shares (which includes the 43,125 ordinary shares issuable for the rights included

in the units), and the warrants to purchase 215,625 shares that may be issued upon exercise of the option, have been deemed compensation

by FINRA and are therefore subject to a lock-up for a period of 180 beginning on the date of commencement of sales of the IPO pursuant

to Rule 5110(e)(1) of FINRA’s Rules, during which time the option may not be sold, transferred, assigned, pledged or hypothecated,

or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the

holders of the Founder Shares issued and outstanding at the closing of the IPO, as well as the holders of the private units (and underlying

securities) and any securities issued to the initial shareholders, officers, directors or their affiliates in payment of working capital

loans made to the Company, will be entitled to registration rights pursuant to a registration rights agreement.

The holders of a majority

of these securities are entitled to make up to two demands, that the Company registers such securities.

In addition, the holders have

certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s

consummation of an Initial Business Combination.

The Company will bear the expenses incurred in connection with the filing of any such

registration statements.

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.

Professional and Other Listing Fees

has engaged various professionals, including but not limited, legal advisor, financial advisor, independent registered public accounting

firm, investor relation advisor and other professional firms and listing fees, to provide services in connection with the Company’s

public filings with the U.S.

Securities and Exchange Commission and the Initial Business Combination.

The professional fees and other

listing fees to be incurred up until November 24, 2022, the date which the Company has to consummate the proposed Business Combination,

are estimated to be $ 0.5 million.

7 - Shareholder’s Equity

Company is authorized to issue unlimited ordinary shares of no par value.

Holders of the Company’s ordinary shares are entitled

to one vote for each ordinary share.

of July 31, 2021, the Company has issued an aggregate of 1,437,500 ordinary shares for $ 25,000 , of which 187,500 shares are subject to

forfeiture to the extent that the underwriters’ over-allotment option is not exercised in the IPO.

On October 25, 2021, the Company

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

shares outstanding.

The Sponsor has agreed to forfeit 281,250 ordinary shares to the extent that the over-allotment option is not exercised

in full by the underwriters.

All shares and associated amounts have been retroactively restated to reflect the share capitalization.

On November 24, 2021, the underwriters exercised the over-allotment option in full, so there is no shares subject to forfeiture any more.

ACQUISITION 2 CORP.

TO FINANCIAL STATEMENTS

warrant entitles the holder to purchase one ordinary share at a price of $ 11.50 per share commencing 30 days after the completion of

its initial business combination, and expiring five years from after the completion of an initial business combination.

No fractional

warrant will be issued and only whole warrants will trade.

The Company may redeem the warrants at a price of $ 0.01 per warrant upon 30

days’ notice, only in the event that the last sale price of the ordinary shares is at least $16.50 per share for any 20 trading

days within a 30-trading day period ending on the third day prior to the date on which notice of redemption is given, provided there

is an effective registration statement and current prospectus in effect with respect to the ordinary shares underlying such warrants

during the 30 day redemption period.

If a registration statement is not effective within 60 days following the consummation of a business

combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company

shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption

from registration under the Securities Act.

addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection

with the closing of the initial Business Combination at an issue price or effective issue price of less than $ 9.50 per share (with such

issue price or effective issue price to be determined in good faith by our board of directors), (y) the aggregate gross proceeds from

such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business

combination, and (z) the volume weighted average trading price of the ordinary shares during the 20 trading day period starting on the

trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”)

is below $ 9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market

Value, and the last sales price of the ordinary shares that triggers the Company’s right to redeem the Warrants will be adjusted

(to the nearest cent) to be equal to 165% of the Market Value.

8 - Recurring Fair Value Measurements

of July 31, 2022, investment securities in the Company’s Trust Account consisted of a treasury securities fund in the amount of

$ 86,472,912 which was held as money market funds.

The following table presents information about the Company’s assets and liabilities

that were measured at fair value on a recurring basis as of July 31, 2022, and indicates the fair value hierarchy of the valuation techniques

the Company utilized to determine such fair value.

Schedule of Fair Value Assets

Investments held in Trust Account –

Money Market Fund

9 - Subsequent Events

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to August 29, 2022, the date the financial

statements was available to be issued.

Based upon the review, except as disclosed below, the Company did not identify any other subsequent

events that would have required adjustment or disclosure in the financial statements.

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 the Company consummates an Initial Business Combination.

Pursuant to the terms of the Tan Second Loan, the Company agreed to issue to James Tan a new promissory

note in the principal amount of $ 145,450 dated April 24, 2023 (the “Tan First Loan”) to replace the Initial Tan Loan.

Tan First Loan contained the same payment terms as the Tan Second Loan.

On May 15, 2023, James Tan

entered into a third loan agreement with the Company pursuant to which James Tan agreed to loan the Company an additional $ 22,500 (the

“Tan Third Loan”), provided that the Company issued a new promissory note to James Tan in the principal amount of $ 700,000

(the “Tan 2023 Note”) to replace the James Tan’s convertible note balance as of December 31, 2023 (see note 13) (the

“Tan 2022 Note”).

The Tan Third Loan would bear interest at 8 % per annum, and would be repaid upon the earlier of June 30,

2023 or within seven days of the Company receiving the proceeds from the sales of securities in the Private Placement.

On May 15, 2023, the Company

issued to James Tan the Tan 2023 Note to replace the Tan 2022 Note.

The Tan 2023 Note was an interest-free convertible promissory note

in the aggregate principal amount of $ 700,000 .

On May 15, 2023, James Tan elected to convert the entire unpaid principal in the amount

of $ 700,000 of the Tan 2023 Note into ordinary shares of the Company at $ 1.00 per share in accordance with the terms of the Tan 2023 Note.

On May 16, 2023, the Company issued to James Tan 700,000 ordinary shares in full satisfaction of the Tan 2023 Note.

Pursuant to the terms

of the Tan 2023 Note, the Company has agreed to register the 700,000 ordinary shares for resale.

The Company refers to these 700,000 restricted

ordinary shares as the “Converted Shares.” This conversion is likely resulted in modification of the convertible notes as

the five-day VWAP Price of the Company’s ordinary shares immediately preceding the conversion date is higher than $1.00 and reduced

the carrying amount of the convertible debt instrument with a corresponding increase in additional paid-in capital.

May 16, 2023, the Company signed settlement agreement (“Settlement Agreement”) with James Tan, pursuant to which the Company

agreed to issue to James Tan an aggregate of 478,200 restricted ordinary shares of the Company in full satisfaction of all obligations

of the Company under the Tan First Loan and the Tan Second Loan.

May 16, 2023, the Company signed settlement agreements (“Settlement Agreements 2”) with two third parties, Shine Link, and

Menora, and a related party, 8i Holding, pursuant to which the Company agreed to issue to Shine Link, Menora, and 8i Holding 87,500 , 119,000 ,

and 82,600 restricted ordinary shares of the Company, respectively, in full satisfaction of all obligations of the Company under the convertible

notes balance set forth in Note 13 from Shine Link, Menora, and 8i Holding.

These conversions are likely resulted in modification of the

convertible notes as the five-day VWAP Price of the Company’s ordinary shares immediately preceding the conversion date is higher

than $1.00 and reduced the carrying amount of the convertible debt instrument with a corresponding increase in additional paid-in capital.

May 16, 2023, the Company signed settlement agreement (“Chen Settlement Agreement”) with Kelvin Chen ,

the CEO of the Company, pursuant to which the Company agreed to issue to Kelvin Chen an aggregate of 850,306 restricted ordinary shares

of the Company in full satisfaction of Kelvin Chen’s claim for an aggregate amount of $ 850,306 provided to KRHSG from time to time

since inception.

Upon issuance of the restricted ordinary shares, the balance own to Kelvin Chen reduced to nil.

In order to comply with

Nasdaq’s shareholder approval requirement for issuance of stock to an executive officer of a company pursuant to Nasdaq Listing

Rule 5635(c), the Company and Dr.

Chen amended the Chen Settlement Agreement by entering into a Supplemental Agreement (the “Supplemental

Agreement”) on June 6, 2023, so that the shares issued to Dr.

Chen would be issued at a per share price not less than the closing

bid price of $ 1.47 per share on May 15, 2023, the day prior to the execution of the Chen Settlement Agreement.

Pursuant to the Supplemental

Agreement, Dr.

Chen has agreed to release and discharge KRHSG of all claims in return for 578,439 ordinary shares at $ 1.47 per share,

the closing bid price of EUDA ordinary shares on May 15, 2023.

Chen has agreed to forfeit and surrender 271,867 ordinary shares of

the 850,306 ordinary shares issued to him on May 16, 2023.

May 16 and May 22, 2023, the Company 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 to purchase price of $ 940,000 in a private placement in reliance upon the exemption

from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506

promulgated thereunder.

On June 8, 2023, the Company

and the Seller 1 and Seller 2 (together, the “ Sellers”) entered into amendments to the Prepaid Forward Agreements (together,

the “Amendments”), to amend the definition of “Maturity Consideration,” such that, Maturity Consideration shall

consist of 800,000 ordinary shares of the Company to be issued to the Sellers by the Company.

Pursuant to the Prepaid Forward Agreements,

the maturity date of the Prepaid Forward Transaction 1 and 2 (together, the “Prepaid Forward Transactions”) (the “Maturity

Date”) may be accelerated by the Sellers after any occurrence wherein during any 30 consecutive trading-day period, the dollar volume-weighted

average price of Company’s ordinary shares for 20 trading days is less than $ 3.00 per share.

Pursuant to the Amendments, the parties

agreed that the Prepaid Forward Transactions shall be accelerated as of the date of the Amendments, and accordingly, the 800,000 ordinary

shares (or 1,600,000 ordinary shares in the aggregate), became immediately due and payable to the Sellers upon execution of the Amendments.

The Amendments provide the Sellers with registration rights for the ordinary shares issuable as Maturity Consideration, and also prohibit

the Sellers from selling such ordinary shares on any exchange business day in an amount greater than 15 % of the daily trading volume of

the Company’s ordinary shares on such day.

In addition, as of June 8, 2023 (the “Maturity Date”), the Sellers became

entitled to retain (a) the remaining prepayment amount paid from the Company’s trust account to the Sellers upon consummation of

the Company’s business combination, and (b) the remaining ordinary shares held by each Seller that were subject to the Prepaid Forward

Transactions.

Pursuant to the Amendments, no other fees, consideration or other amounts are due to the Seller or the Company upon the

Maturity Date.

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 9A. Controls and Procedures