EUDA Health Holdings Ltd 10-K

Item 9A. Controls and Procedures Evaluation of disclosure controls and procedures . 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. Management’s Annual Report on Internal Control over Financial Reporting Management 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 that: ● Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; 48 ● 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; and ● 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. Because 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. Our 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). Because 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. In light 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. Previously 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. The 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. EUDA is 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. At this time, EUDA cannot predict the success of such efforts or the outcome of future assessments of the remediation efforts. As a public 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. Inherent 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. In addition, 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. Item 9B. Other Information None. Item 9C. Disclosures Regarding Foreign Jurisdiction that Prevent Inspections None. 49 PART III Item 10. Directors, Executive Officers and Corporate Governance The Company’s current directors and executive officers are as follows: Name Age Position(s) Wei Wen Kelvin Chen 39 Chief Executive Officer, Executive Director Steven John Sobak 76 Chief Financial Officer Alfred Lim 72 Executive Director Eric Lew 50 Director Ajay Kumar Rajpal 53 Director Kong-Yew Wong 48 Director Below is a summary of the business experience of each of the directors and executive officers of the Company: Wei Wen Kelvin Chen . Dr. 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 EUDA. 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. Dr. 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. Dr. 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 . Mr. 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 facilities. 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). Prior to that, Mr. 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 Inc. 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. He 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. Mr. Sobak holds a Master’s Degree in Finance and a Bachelor’s Degree in Management, both from Wayne State University. 50 Alfred Lim. Mr. 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. Under Mr. 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, Mr. 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 Vietnam. 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. Eric Lew . Mr. Eric Lew has over 25 years of business experience. Mr. 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. Mr. Lew has served on the board of Eggriculture Foods Ltd since January 2023. He also 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. In 2016, Mr. 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. Mr. 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 . Mr. Ajay Kumar Rajpal is a Chartered Accountant and member of the Institute of Chartered Accountants in England & Wales (ICAEW). 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. 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. Since 2011, Mr. 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. Mr. 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. Mr. Rajpal was previously an independent director of Moxian, Inc., a US company with a China based internet business listed on Nasdaq. Kong-Yew Wong . Dr. 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 and UNWTO. Dr. 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. Dr. 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. Dr. Wong received his Ph.D. degree in Economics from Strathclyde University in December 2004. 51 Director Independence Nasdaq 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 present. Audit Committee Under 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. 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. The audit 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; and ● approving reimbursement of expenses incurred by our management team in identifying potential target businesses. Financial Experts on Audit Committee The audit committee will at all times be composed exclusively of “independent directors” who are “financially literate” as defined under Nasdaq listing standards. Nasdaq listing standards define “financially literate” as being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. 52 In 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 Kumar Rajpal qualified as an “audit committee financial expert,” as defined under rules and regulations of the SEC. 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; and ● 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, as amended. The nominating committee does not distinguish among nominees recommended by shareholders and other persons. 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; 53 ● 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; and ● 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 in order to effectuate, the consummation of a business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination. Code of Ethics We 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. Item 11. Executive Compensation 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. Mr. Tan and Mr. 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. 54 Upon 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. Non-equity incentive plan compensation ($) Name and Position Year Salary ($) Bonus ($) Stock-based awards ($) Option- based awards ($) Annual incentive plans Long term incentive plans All other compensation ($) Total compensation ($) Kelvin Chen 2022 $ 390,000 0 0 0 0 0 0 $ 390,000 Chief Executive Officer Steven John Sobak 2022 $ 110,000 0 0 0 0 0 0 $ 110,000 Chief Financial Officer Daniel Tan(1) 2022 $ 137,000 0 0 0 0 0 0 $ 137,000 Former Chief Technology Officer (1) Mr. Tan left the Company on May 12, 2023. Material Terms of Employment Dr. Chen receives an annual salary of $390,000 for his service as Chief Executive Officer with no set term of employment. Mr. Sobak receives an annual salary of $110,000 for his service as Chief Financial Officer. Mr. Sobak’s term of employment is set to expire on February 29, 2024, unless further renewed or extended. Mr. Tan receives an annual salary of $143,000 for his service as Chief Technology Officer with no set term of employment. Mr. 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. Item 12. 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, by: ● 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; and ● all directors and executive officers of the Company as a group. 55 Beneficial 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. Unless 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 Number of Ordinary Shares of EUDA Health Holdings Limited Beneficially Owned % of Ownership Five Percent Holders Watermark Developments Limited (1) 9,660,000 38.99 % Meng Dong (James) Tan (2) 6,648,650 26.83 % Directors and Executive Officers Wei Wen Kelvin Chen (3) 1,651,772 6.67 % Steven John Sobak (4) 5,742 * Daniel Tan - - Alfred Lim - - Eric Lew - - Ajay Kumar Rajpal - - Kong-Yew Wong - - All Directors and Executive Officers of the Company as a Group (7 persons) 1,657,514 7.2 % * Represents beneficial ownership of less than 1%. (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. 56 (2) 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. (3) Dr. Kelvin Chen beneficially owns 100,000 ordinary shares of Watermark, which owns 9,660,000 Company Ordinary Shares. (4) Steven John Sobak beneficially owns 535 ordinary shares of Watermark, which owns 9,660,000 Company Ordinary Shares. Item 13. Certain Relationships and Related Transactions and Director Independence For 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 On May 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. Chen’s claim for unpaid loans in the aggregate principal amount of $850,306 (or approximately S$1,136,264.06) of Kent Ridge Healthcare Singapore Pte Ltd. (“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 2022 Note”). 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. Pursuant 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. Pursuant 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 Loan. 57 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 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. 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. All of 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. Ltd. (“Cadence”) Cadence had the same shareholders as EUDA prior to the Business Combination and until April 2022, was a related party clinic service vendor of EUDA. As of December 31, 2022, EUDA had an aggregate receivable amount of $266,653 with Cadence which has since been repaid. For the 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 statements. 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 law. 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 31, 2022. 58 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; and ● 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. 59 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/. Item 14. Principal Accountant Fees and Services Public Accounting Fees The following table presents fees approved by the Audit Committees and billed for professional services rendered for the years ended December 31, 2022 and 2021. 2022 2021 Audit Fees (1) $ 755,000 $ 600,000 Audit-Related Fees (2) - 88,973 Tax Fees (3) - - All Other Fees (4) - - Total $ 755,000 $ 688,973 (1) Audit Fees. 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. (2) 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. (3) Tax Fees. 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. (4) 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. 60 Pre-Approval of Services Since 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 foregoing services, although all such services were approved by our board of directors. All services subsequent to the formation of the audit committee have been approved by the audit committee. Item 15. Exhibits and Financial Statement Schedules (a) The following documents are filed as part of this report: (1) All financial statements: Report of Independent Registered Public Accounting Firm (Marcum Asia CPAs LLP, PCAOB ID 5395) F-2 Report of Independent Registered Public Accounting Firm (Friedman LLP, PCAOB ID 711) F-3 Consolidated Balance Sheets as of December 31, 2022 and 2021 F-4 Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2022 and 2021 F-5 Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the Years Ended December 31, 2022 and 2021 F-6 Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2021 F-7 Notes to Consolidated Financial Statements F-8 to F-44 (2) Financial statement schedules Not Applicable 61 (3) Exhibits required by Item 601 of Regulation S-K: Incorporated by Reference Exhibit Description Schedule/ Form File Number Exhibits Filing Date 2.1 Share Purchase Agreement between 8i Acquisition 2 Corp., EUDA Health Limited, Watermark Developments Limited, and Kwong Yeow Liew dated April 11, 2022 S-1 333-268994 2.1 December 23, 2022 2.2 Amendment No. 1 to Share Purchase Agreement between 8i Acquisition 2 Corp., EUDA Health Limited, Watermark Developments Limited, and Kwong Yeow Liew dated May 30, 2022 S-1 333-268994 2.2 December 23, 2022 2.3 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 S-1 333-268994 2.3 December 23, 2022 2.4 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 S-1 333-268994 2.4 December 23, 2022 3.1 Amended and Restated Memorandum and Articles of Association of EUDA Health Holdings Limited S-1 333-268994 3.1 December 23, 2022 4.1 Specimen Warrant Certificate S-1 333-268994 4.1 December 23, 2022 4.2 Form of Warrant Agreement between American Stock Transfer & Trust Company, LLC and 8i Acquisition 2 Corp. S-1 333-268994 4.2 December 23, 2022 4.3 Specimen Ordinary Share Certificate of EUDA Health Holdings Limited S-1 333-268994 4.3 December 23, 2022 4.5* Description of Registered Securities. 10.1 Form of Amended and Restated Registration Rights Agreement S-1 333-268994 10.1 December 23, 2022 10.2 Form of First Amendment to Amended and Restated Registration Rights Agreement S-1 333-268994 10.2 December 23, 2022 10.3 Form of Indemnification Agreement S-1 333-268994 10.3 December 23, 2022 10.4 Form of Lock-up Agreement S-1 333-268994 10.4 December 23, 2022 10.5 Form of Seller Release S-1 333-268994 10.5 December 23, 2022 10.6 Settlement Agreement with Mr. Meng Dong (James) Tan, dated May 16, 2023 8-K 001-40678 10.1 May 26, 2023 10.7 Settlement Agreement with 8i Holdings 2 Pte Ltd., dated May 16, 2023 8-K 001-40678 10.2 May 26, 2023 10.8 Settlement Agreement with Shine Link Limited, dated May 16, 2023 8-K 001-40678 10.3 May 26, 2023 10.9 Settlement Agreement with Menora Capital Pte Ltd, dated May 16, 2023 8-K 001-40678 10.4 May 26, 2023 10.10 Settlement Agreement with Kelvin Chen, dated May 16, 2023 8-K 001-40678 10.5 May 26, 2023 10.10.1 Supplemental Agreement with Kelvin Chen, dated June 6, 2023 8-K 001-40678 10.1 June 9, 2023 10.11 Prepaid Forward Purchase Agreement dated November 9, 2022 8-K 001-40678 10.1 November 10, 2022 10.11.1 Amendment to Prepaid Forward Agreement dated June 8, 2023 8-K 001-40678 10.2 June 9, 2023 10.12 Prepaid Forward Purchase Agreement dated November 13, 2022 8-K 001-40678 10.1 November 14, 2022 62 10.12.1 Amendment to Prepaid Forward Agreement dated June 8, 2023 8-K 001-40678 10.3 June 9, 2023 16.1 Letter from UHY LLP to the SEC, dated November 23, 2022 8-K 001-40678 16.1 November 23, 2022 21.1* List of Subsidiaries 23.1* Consent of Friedman LLP 23.2* Consent of Friedman LLP under “Change in Registrant’s Certifying Accountant” 31.1* 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. 31.2* 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. 32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104.1* Cover Page Interactive Data File (embedded within the Inline XBRL) * Filed herewith. ** Furnished herewith. 63 SIGNATURES 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 /s/ Wei Wen Kelvin Chen 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 /s/ Wei Wen Kelvin Chen Wei Wen Kelvin Chen Chief Executive Officer (principal executive officer) June 28, 2023 /s/ Steven John Sobak Steven John Sobak Chief Financial Officer (principal financial officer) June 28, 2023 /s/ Ajay Kumar Rajpal Ajay Kumar Rajpal June 28, 2023 /s/ Alfred Lim Alfred Lim Executive Director June 28, 2023 /s/ Eric Lew Eric Lew Director June 28, 2023 /s/ Kong-Yew Wong Kong-Yew Wong Director 64 EUDA HEALTH HOLDINGS LTD TABLE OF CONTENTS Report of Independent Registered Public Accounting Firm (Marcum Asia CPAs LLP, PCAOB ID: 5395 ) F-2 Report of Independent Registered Public Accounting Firm (Friedman LLP PCAOB ID: 711) F-3 Consolidated Balance Sheets as of December 31, 2022 and 2021 F-4 Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2022 and 2021 F-5 Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the Years Ended December 31, 2022 and 2021 F-6 Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2021 F-7 Notes to Consolidated Financial Statements F-8 to F-44 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of EUDA Health Holdings Limited Opinion on the Financial Statements We 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. Explanatory Paragraph – Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more 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. Basis for Opinion These 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 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. We 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. 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 on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our 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 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 audit provides a reasonable basis for our opinion. As 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 4. 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. /s/ Marcum Asia CPAs LLP We 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, NY June 28, 2023 NEW YORK OFFICE ● 7 Penn Plaza ● Suite 830 ● New York, New York ● 10001 Phone 646.442.4845 ● Fax 646.349.5200 ● www.marcumasia.com F- 2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of EUDA Health Limited Opinion on the Consolidated Financial Statements We 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). In our 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. We 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. Basis for Opinion These 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. We 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. 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 on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our 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. /s/ Friedman LLP We served as the Company’s auditor in 2022 New York, New York June 3, 2022, except for Note 3 which is dated July 25, 2022 F- 3 EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, December 31, 2022 2021 ASSETS CURRENT ASSETS Cash $ 143,024 $ 189,996 Restricted cash 641,461 - Accounts receivable, net 1,851,503 1,802,316 Other receivables 7,467 1,991,226 Due from related parties 267,863 297,621 Prepaid expenses and other current assets 222,633 71,495 Forward purchase receivables 21,892,527 - Total Current Assets 25,026,478 4,352,654 PROPERTY AND EQUIPMENT, NET 31,628 56,927 OTHER ASSETS Other receivables - non-current - 1,830,603 Prepaid expenses - non-current 478,061 - Intangible assets, net - 289,962 Goodwill - 992,686 Operating lease right-of-use asset 76,528 79,862 Finance lease right-of-use assets 16,345 24,372 Loan to third party - 371,962 Total Other Assets 570,934 3,589,447 Total Assets $ 25,629,040 $ 7,999,028 LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY CURRENT LIABILITIES Short term loans - bank and private lender $ 204,240 $ 205,427 Short term loans - third parties - 148,302 Promissory note 170,000 - Convertible notes 2,619,625 - Convertible notes - related parties 782,600 - Accounts payable 1,635,483 359,716 Accounts payable - related party - 2,459,411 Other payables and accrued liabilities 1,592,815 488,597 Other payables - related parties 1,521,945 3,272,311 Operating lease liability 79,959 63,478 Finance lease liabilities 7,186 11,447 Prepaid forward purchase liabilities 20,321,053 - Taxes payable 186,150 307,343 Total Current Liabilities 29,121,056 7,316,032 OTHER LIABILITIES Deferred tax liabilities - 49,294 Operating lease liability - non-current - 16,384 Finance lease liabilities - non-current 15,015 17,268 Total Other Liabilities 15,015 82,946 Total Liabilities 29,136,071 7,398,978 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 * 21,308,969 334,863 Retained earnings (accumulated deficit) ( 24,703,789 ) 180,333 Accumulated other comprehensive (loss) income ( 125,689 ) 6,036 Total Euda Health Holdings Limited Shareholders’ (Deficit) Equity ( 3,520,509 ) 521,232 Noncontrolling interests 13,478 78,818 Total Shareholders’ (Deficit) Equity ( 3,507,031 ) 600,050 Total Liabilities and Shareholders’ (Deficit) Equity $ 25,629,040 $ 7,999,028 * Giving retroactive effect to reverse recapitalization effected on November 17, 2022 The accompanying notes are an integral part of the financial statements. F- 4 EUDA HEALTH HOLDINGS LTD CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) 2022 2021 For the Years Ended December 31, December 31, 2022 2021 REVENUES Medical services $ 6,065,233 $ 5,723,549 Medical services - related parties 135 4,640 Product sales 11,046 257,841 Property management services 3,764,295 4,558,520 Total Revenues 9,840,709 10,544,550 COST OF REVENUES Medical services 3,041,327 474,757 Medical services - related party 491,499 2,349,702 Product sales 59,391 167,202 Property management services 2,894,296 3,308,536 Total Cost of Revenues 6,486,513 6,300,197 GROSS PROFIT 3,354,196 4,244,353 OPERATING EXPENSES: Selling 1,902,865 1,258,442 General and administrative 7,153,248 4,084,873 Earnout share payment 5,199,629 - Impairment loss on long-lived assets and goodwill 1,139,016 - Research and development 17,209 129,265 Total Operating Expenses 15,411,967 5,472,580 LOSS FROM OPERATIONS ( 12,057,771 ) ( 1,228,227 ) OTHER INCOME (EXPENSE) Interest expense, net ( 120,082 ) ( 127,126 ) Gain on disposal of subsidiary 30,055 - Change in fair value of prepaid forward purchase liabilities ( 12,911,503 ) - Other income, net 127,477 386,828 Investment income - 1,917,062 Total Other Income (Expense), net ( 12,874,053 ) 2,176,764 (LOSS) INCOME BEFORE INCOME TAXES ( 24,931,824 ) 948,537 PROVISION FOR INCOME TAXES 17,422 48,141 NET (LOSS) INCOME ( 24,949,246 ) 900,396 Less: Net (income) loss attributable to noncontrolling interest ( 65,124 ) 35,567 NET (LOSS) INCOME ATTRIBUTABLE TO EUDA HEALTH HOLDINGS LIMITED $ ( 24,884,122 ) $ 864,829 NET (LOSS) INCOME ( 24,949,246 ) 900,396 FOREIGN CURRENCY TRANSLATION ADJUSTMENT ( 131,941 ) 17,009 TOTAL COMPREHENSIVE (LOSS) INCOME ( 25,081,187 ) 917,405 Less: Comprehensive (loss) income attributable to noncontrolling interest ( 65,340 ) 35,584 COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO EUDA HEALTH HOLDINGS LIMIT $ ( 25,015,847 ) $ 881,821 WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES* Basic and diluted 12,029,656 9,253,333 (LOSS) EARNINGS PER SHARE Basic and diluted $ ( 2.07 ) $ 0.09 The accompanying notes are an integral part of the financial statements. F- 5 EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGE IN SHAREHOLDERS’ EQUITY (DEFICIT) Shares* Capital deficit) income (loss) interest Total Retained Accumulated earnings other Ordinary shares (Accumulated comprehensive Noncontrolling Shares* Capital deficit) income (loss) interest Total BALANCE, December 31, 2020 9,253,333 334,863 ( 684,496 ) ( 10,956 ) 43,234 ( 317,355 ) Net income - - 864,829 - 35,567 900,396 Foreign currency translation adjustment - - - 16,992 17 17,009 BALANCE, December 31, 2021 9,253,333 $ 334,863 $ 180,333 $ 6,036 $ 78,818 $ 600,050 Net loss - - ( 24,884,122 ) - ( 65,124 ) ( 24,949,246 ) Net income (loss) - - ( 24,884,122 ) - ( 65,124 ) ( 24,949,246 ) Capital contributions 120,000 600,000 - - - 600,000 Forgiveness of debt by a related party - 2,763,018 - - - 2,763,018 Earnout shares payment - 5,199,629 - - - 5 ,199,629 Issuance of ordinary shares 4,626,667 500,000 - - - 500,000 Issuance of ordinary shares upon the Reverse Recapitalization 6,191,770 11,911,459 - - - 11,911,459 Foreign currency translation adjustment - - - ( 131,725 ) ( 216 ) ( 131,941 ) BALANCE, December 31, 2022 20,191,770 $ 21,308,969 $ ( 24,703,789 ) $ ( 125,689 ) $ 13,478 $ ( 3,507,031 ) The accompanying notes are an integral part of the financial statements. F- 6 EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS December 31, December 31, For the Years Ended December 31, December 31, 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) income $ ( 24,949,246 ) $ 900,396 Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation 23,347 34,523 Amortization of intangible assets 115,907 162,825 Amortization of operating right-of-use asset 109,056 58,602 Amortization of finance right-of-use assets 7,948 8,153 Provision for doubtful accounts 2,872,789 43,804 Deferred taxes benefits ( 48,228 ) ( 27,680 ) Investment income - ( 1,917,062 ) Gain on disposal of subsidiary ( 30,055 ) - Earnout payment 5,199,629 - Impairment loss on goodwill 971,229 - Impairment loss on intangible assets 167,787 - Change in fair value of prepaid forward purchase liabilities 12,911,503 - Change in operating assets and liabilities Accounts receivable ( 174,824 ) ( 263,950 ) Interest receivable from loan to third party - ( 19,071 ) Other receivables 1,582,724 55,692 Prepaid expenses and other current assets ( 22,749 ) ( 18,010 ) Accounts payable 1,268,701 353,560 Accounts payables - related party ( 2,396,931 ) 1,022,714 Other payables and accrued liabilities 1,084,437 4,360 Taxes payable ( 114,133 ) 107,188 Operating lease liability ( 105,719 ) ( 62,124 ) Net cash (used in) provided by operating activities ( 1,526,828 ) 443,920 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of equipment ( 18,137 ) ( 1,957 ) Loan to third party ( 246,664 ) - Cash acquired through business combination - ( 354,226 ) Cash released upon disposal of a subsidiary ( 3,405 ) - Net cash used in investing activities ( 268,206 ) ( 356,183 ) CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of ordinary shares 500,000 - Capital contributions 600,000 - Proceeds from the Reverse Recapitalization 1,324,961 - Payments of merger costs ( 1,305,580 ) - Repayments from other receivable - related parties 30,670 36,189 Proceeds from short-term loans - bank and private lender 72,548 87,812 Repayments to short-term loans - bank and private lender ( 74,895 ) ( 66,801 ) Repayments to short-term loans - third parties - ( 312,553 ) Borrowings from other payables - related parties 1,347,745 93,666 Payment of finance lease liabilities ( 6,502 ) ( 6,686 ) Net cash provided by (used in) financing activities 2,488,947 ( 168,373 ) EFFECT OF EXCHANGE RATE CHANGES ( 99,424 ) 19,865 NET CHANGE IN CASH AND RESTRICTED CASH 594,489 ( 60,771 ) CASH AND RESTRICTED CASH, beginning of the year 189,996 250,767 CASH AND RESTRICTED CASH, end of the year $ 784,485 $ 189,996 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for income tax $ 156,339 $ 30,185 Cash paid for interest $ 19,588 $ 110,835 SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: Initial recognition of operating right of use asset and lease liability $ 105,350 $ 125,834 Initial recognition of payables to former subsidiary upon disposal of subsidiary $ 319,158 $ - Conversion of debt into a promissory note $ 170,000 $ - Conversion of debts into convertible notes $ 206,500 $ - Forgiveness of debt by a related party $ 2,763,018 $ - Issuance of ordinary shares upon the Reverse Recapitalization $ 11,911,459 $ - December 31, December 31, 2022 2021 Cash 143,024 189,996 Restricted cash 641,461 - Total cash and restricted cash 784,485 189,996 The accompanying notes are an integral part of the financial statements. F- 7 EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In U.S. 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 Act”). 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”) 805-50-25. 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. F- 8 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 31, 2019. The accompanying consolidated financial statements reflect the activities of EUDA and each of the following entities: Schedule of consolidated financial statement Name Background Ownership 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. Ltd. (“KRHSG”) ● ● ● 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 F- 9 EUDA Doctor Private Limited (“ED PL”) ● ● ● 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”) (“ZKT PL”) ● ● ● A Singapore company Incorporated on June 13, 2019 A holding company 100 % owned by KRHL Super Gateway Group Limited (“SGGL”) ● ● ● A British Virgin Islands company Incorporated on April 18, 2008 A holding company 100 % owned by KRHL Universal Gateway International Pte. Ltd. (“UGI”) ● ● ● ● 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. Ltd . (“Melana”) ● ● ● 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. Ltd. (“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 F- 10 KR Digital Pte. Ltd. (“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. Bhd. (“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 (1) 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). (2) 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 million. 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 sources: ● 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; and ● 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. F- 11 Note 3 – Summary of significant accounting policies 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. GAAP”) 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 (deficit). 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. F- 12 Translation of foreign currencies into US$1 have been made at the following exchange rates for the respective periods: Schedule of foreign currency exchange rates As of December 31, 2022 As of December 31, 2021 Period-end SGD: US$1 exchange rate 1.34 1.35 Period-end VND: US$1 exchange rate 23,635.00 22,855.00 Period-end MYR: US$1 exchange rate * 4.40 - Period-end : US$1 exchange rate * 4.40 - Period-average SGD: US$1 exchange rate 1.38 1.34 Period-average VND: US$1 exchange rate 23,409.44 22,935.24 Period-average MYR: US$1 exchange rate * 4.39 - Period-average : US$1 exchange rate * 4.39 - * 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). Cash flows related to transactions with non-controlling interests are presented under financing activities in the consolidated statements of cash flows. 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. Based 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. For the years ended December 31, 2022 and 2021, the Company did not write off any allowance for doubtful account against the account receivable balance. 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. $ 2,209,825 allowance for doubtful account related to other receivable was recorded and written off for the year ended December 31, 2022. Nil allowance for doubtful account related to other receivable was recorded for the year ended December 31, 2021 F- 13 Prepaid expenses and other current assets 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 are made. 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: Schedule of property and equipment useful lives Expected useful lives Office equipment 3 years Medical equipment 3 years 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. The 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: Schedule of intangible assets net Categories Useful life Customer relationships 6 years 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. F- 14 Goodwill 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. Goodwill 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. Any 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. For 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. F- 15 Warrants The Company 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. Upon 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 The 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. The 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 Closing. In 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 obligation. 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. F- 16 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 to 90 days. 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. In addition, the Company’s contracts do not generally contain refund provisions for fees earned related to services performed. 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 visit. 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. The Company 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 technician. 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 time 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. F- 17 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: Schedule of revenue December 31, 2022 December 31, 2021 For the Year Ended December 31, 2022 December 31, 2021 Medical services – specialty care $ 6,001,439 $ 5,010,837 Medical services – general practice 63,794 712,712 Medical services – general practice (related parties) 135 4,640 Medical services – subtotal 6,065,368 5,728,189 Product sales 11,046 257,841 Property management service – common area management 2,919,335 3,508,663 Property management service – security management 844,960 1,049,857 Property management service 3,764,295 4,558,520 Total revenues $ 9,840,709 $ 10,544,550 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: Schedule of cost of revenue December 31, 2022 December 31, 2021 For the Year Ended December 31, 2022 December 31, 2021 Medical services – specialty care $ 2,995,778 $ 46,849 Medical services – specialty care (related party) 491,499 2,349,702 Medical services – general practices 45,549 427,908 Medical services – subtotal 3,532,826 2,824,459 Product sales 59,391 167,202 Property management services – common area management 2,210,703 2,461,981 Property management services – security management 683,593 846,555 Property management services 2,894,296 3,308,536 Total cost of revenues $ 6,486,513 $ 6,300,197 F- 18 Advertising costs Advertising is mainly through online and offline promotion activities. 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. Defined 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, net GST. 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. F- 19 Income taxes The Company accounts for income taxes in accordance with U.S. GAAP for income taxes. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax is calculated using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax basis. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable income will be utilized with prior net operating loss carried forwards using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be utilized. Current income taxes are provided for in accordance with the laws of the relevant tax authorities. 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. As 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. Basic EPS is 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: Schedule of basic and diluted earnings per share 2022 2021 For the Years Ended December 31 2022 2021 Numerator Net (loss) income $ ( 24,949,246 ) $ 900,396 Less: Net (income) loss attributable to noncontrolling interest ( 65,124 ) 35,567 Net (loss)/income attributable to common shareholders, basic $ ( 24,884,122 ) $ 864,829 Denominator Weighted average number of shares outstanding, basic and diluted 12,029,656 9,253,333 (Loss)/Earnings per share, basic and diluted $ ( 2.07 ) $ 0.09 F- 20 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. Valuation 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: Schedule of fair value hierarchy of financial liability Carrying Value at Fair Value Measurement at December 31, 2022 December 31, 2022 Level 1 Level 2 Level 3 Prepaid forward purchase liabilities $ 20,321,053 $ - $ - $ 20,321,053 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 $ 7,409,550 Change in fair value of prepaid forward purchase liabilities 12,911,503 Ending balance $ 20,321,053 F- 21 Leases The 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; or ● 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. Finance 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. Lease 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. The Company 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. The 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. 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 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. The Company 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. F- 22 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. Under 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. The 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. For all 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. F- 23 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 and equity. 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 of 8i. Upon the consummation of the Business Combination, the following events contemplated by the SPA occurred, based on EUDA’s capitalization as of November 17, 2022: ● 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”); and F- 24 ● 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: Schedule of shares issued and outstanding reverse recapitalization Ordinary Shares 8i ordinary shares outstanding prior to Reverse Recapitalization 11,073,500 Less: redemption of 8i ordinary shares ( 6,033,455 ) Conversion of 8i rights 891,725 Shares issued to service providers 260,000 Conversion of EHL ordinary shares into 8i ordinary shares 14,000,000 Total shares outstanding 20,191,770 EHL 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. F- 25 The following table reconcile the elements of the Reverse Recapitalization to the consolidated statements of cash flows and the changes in shareholders’ equity (deficit): Schedule of financial statements of reverse recapitalization November 18, 2022 Funds held in 8i’s trust account $ 87,074,185 Funds held in 8i’s operating cash account 248,499 Less: amount paid to redeem public shares of 8i’s ordinary shares ( 60,839,550 ) Less: payments of transaction costs incurred by 8i ( 2,965,646 ) Less: payments of forward purchase agreements ( 21,892,527 ) Less: repayments of promissory note – related party of 8i ( 300,000 ) Proceeds from the Reverse Recapitalization 1,324,961 Less: unpaid deferred underwriting fee ( 2,113,125 ) Less: unpaid transaction costs incurred by 8i ( 382,600 ) Less: payment and accrued expenses of transaction costs related to the Reverse Recapitalization ( 1,305,580 ) Add: non-cash net assets assumed from 8i 14,387,803 Net contributions from issuance of ordinary shares upon the Reverse Recapitalization $ 11,911,459 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 Schedule of accounts receivable As of December 31, 2022 As of December 31, 2021 Accounts receivable * $ 2,048,941 $ 1,883,115 Allowance for doubtful accounts ( 197,438 ) ( 80,799 ) Total accounts receivable, net $ 1,851,503 $ 1,802,316 * 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). F- 26 Movements of allowance for doubtful accounts from account receivables are as follows: Schedule of movements of allowance for doubtful accounts For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Beginning balance $ 80,799 $ 37,898 Addition 116,156 43,804 Exchange rate effect 483 ( 903 ) Ending balance $ 197,438 $ 80,799 Note 7 – Other receivables Schedule of other receivables As of December 31, 2022 As of December 31, 2021 Receivable from divestment (1) $ - $ 3,818,776 Employee advance 6,695 2,803 Others 772 250 Total other receivables 7,467 3,821,829 Other receivables – non-current - ( 1,830,603 ) Other receivables – current $ 7,467 $ 1,991,226 Movements of allowance for doubtful accounts from other receivables are as follows: Schedule of other receivables allowance for doubtful accounts For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Beginning balance $ - $ - Addition 2,209,825 - Write-off ( 2,209,825 ) - Ending balance $ - $ - (1) The 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. F- 27 Note 8 – Property and equipment, net Property and equipment, net consist of the following: Schedule of property and equipment As of December 31, 2022 As of December 31, 2021 Office equipment $ 148,387 $ 144,051 Medical equipment 2,724 15,917 Leasehold improvement 2,217 20,704 Subtotal 153,328 180,672 Less: accumulated depreciation ( 121,700 ) ( 123,745 ) Total $ 31,628 $ 56,927 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: Schedule of intangible assets As of December 31, 2022 As of December 31, 2021 Customer relationships $ 650,102 $ 646,246 Less: Accumulated amortization ( 477,584 ) ( 356,284 ) Less: Impairment ( 167,787 ) - Exchange rate effect ( 4,731 ) - Total intangible assets, net $ - $ 289,962 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 The changes in the carrying amount of goodwill from Melana reporting unit and Tri-Global reporting unit are as follows: Schedule of goodwill Melana Tri-Global Total Balance as of December 31, 2020 $ 539,286 $ 473,344 $ 1,012,630 Foreign currency translation adjustment ( 10,621 ) ( 9,323 ) ( 19,944 ) Balance as of December 31, 2021 528,665 464,021 992,686 Balance 528,665 464,021 992,686 Foreign currency translation adjustment ( 11,427 ) ( 10,030 ) ( 21,457 ) Impairment ( 517,238 ) ( 453,991 ) ( 971,229 ) Balance as of December 31, 2022 $ - $ - $ - Balance $ - $ - $ - For the years ended December 31, 2022 and 2021, the Company record $ 971,229 and nil impairment loss on good will, respectively. F- 28 Note 11 – Forward Purchase Agreements On 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”). Pursuant 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. The 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 in earnings. 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 . F- 29 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. Upon 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 date. 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 ) and $ 19,003 (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: Schedule of short-term loans Bank/Private lender Name Maturities Interest Rate Collateral/ Guarantee December 31, 2022 December 31, 2021 * United Overseas Bank Limited 90 days from disbursement 0.25 % plus prime rate of 5.25 % Collateral: Accounts receivable $ 185,592 $ 184,491 FS Capital Ptd. Ltd. Fully repaid in February, 2022 18.0 % Guaranteed by Kelvin Chen Weiwen, the Company’s CEO and shareholder, and Kent Ridge Health Private Limited - 20,936 Funding Societies Pte. Ltd Due monthly from April 2022 to March 2023 (Extended to July 31, 2024) 30.0 % Guaranteed by Kelvin Chen Weiwen, the Company’s CEO and shareholder 18,648 - Total $ 204,240 $ 205,427 * 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. F- 30 Short-term loan – third party Schedule of short-term loans Lender Name Maturities Interest Rate Collateral/ Guarantee December 31, 2022 December 31, 2021 Koh Wee Sing Due on demand beginning in July 2022 * 60.0 % None $ - $ 148,302 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: Schedule of short-term loans Lender Name Maturities Interest Rate Collateral/ Guarantee December 31, 2022 December 31, 2021 Kaufaman & Canoles, P. C. (“KC”) February 15, 2023 * 0.0 % None $ 170,000 $ - * 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 note. 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: Schedule of short-term loans Lender Name Maturities Interest Rate Collateral/ Guarantee December 31, 2022 December 31, 2021 Maxim Group LLC (“Maxim”) November 17, 2023 0.0 % 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 $ 2,113,125 $ - Menora Capital Pte Ltd (“Menora”) November 17, 2023 0.0 % 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 87,500 - Loeb & Loeb LLP (“Loeb”) November 17, 2023 0.0 % (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 300,000 - Shine Link Limited (“Shine Link”) November 17, 2023 0.0 % 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 119,000 - Total $ 2,619,625 $ - F- 31 Convertible notes – related parties Lender Name Maturities Interest Rate Collateral/ Guarantee December 31, 2022 December 31, 2021 8i Holdings 2 Ptd Ltd (“8i Holding”) (1) November 17, 2023 0.0 % 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 $ 82,600 $ - Meng Dong (James) Tan (2) November 17, 2023 0.0 % 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 700,000 - Total $ 782,600 $ - 1) Mr. 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. Ltd. Mr. Tan has sole voting and dispositive power over the shares. 2) Mr. 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 As of December 31, 2022 As of December 31, 2021 Accrued expenses (i) $ 671,743 $ 129,029 Accrued payroll 730,037 244,591 Accrued interests (ii) 157,032 67,448 Others 34,003 47,529 Total other payables and accrued liabilities $ 1,592,815 $ 488,597 (i) Accrued expenses 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. (ii) 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). F- 32 Note 15 – Related party balances and transactions Related party balances Schedule of related party balances Other receivables – related parties Name of Related Party Relationship Nature As of December 31, 2022 As of December 31, 2021 KR Hill Capital Pte Ltd Shareholders of this entity also are the shareholders of the Company Related party advance, due on demand $ 239 $ 237 Kent Ridge Medical Ptd Ltd Shareholders of this entity also are the shareholders of the Company Related party advance, due on demand 247 245 UG Digital Sdn Bhd UGD, subsidiary of the Company owned 40% of this company Related party advance, due on demand - 284,673 Janic Limited Shareholder of the Company Related party advance, due on demand 724 720 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 - 3,173 Jennifer Goh President, operation manager, and shareholder of the Company Employee advance - 8,527 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 - 46 Cadence Health Pte Ltd * Shareholders of this entity also are the shareholders of the Company 266,653 - Total $ 267,863 $ 297,621 Other receivables - related parties $ 267,863 $ 297,621 * 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. F- 33 Account payable – related parties Name of Related Party Relationship Nature As of December 31, 2022 As of December 31, 2021 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 $ - $ 2,459,411 Account 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 $ - $ 2,459,411 Other payables – related parties Name of Related Party Relationship Nature As of December 31, 2022 As of December 31, 2021 Chee Yin Meh Shareholder of Scotgold Holding Ltd which is the shareholder of the Company Operating expense paid on behalf of the Company $ 122,739 $ 34,512 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 - 40,783 Kelvin Chen CEO and shareholder of the Company Operating expense paid on behalf of the Company 589,681 295,776 Kent Ridge Health Pte Ltd Shareholders of this entity also are the shareholders of the Company Operating expense paid on behalf of the Company 696,508 121,129 Kent Ridge Pacific Pte Ltd Shareholders of this entity also are the shareholders of the Company Operating expense paid on behalf of the Company 20,303 33,483 Watermark Developments Ltd Shareholder of the Company Operating expense paid on behalf of the Company 55,945 - Wilke Services Ltd (“Wilke”) (1) Shareholder of the Company Investment payable - 2,746,628 Mount Locke Limited Shareholder of the Company Operating expense paid on behalf of the Company 3,753 - UG Digital Sdn Bhd UGD, subsidiary of the Company owned 40% of this company Operating expense paid on behalf of the Company 33,016 - Total $ 1,521,945 $ 3,272,311 Other payables – related parties $ 1,521,945 $ 3,272,311 (1) Upon the closing of the Business Combination, such balance was forgiven by its related party (see Note 16). F- 34 Related party transactions Schedule of related party transactions Revenue from related parties Name of Related Party Relationship Nature For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Cadence Health Pte Ltd Shareholders of this entity also are the shareholders of the Company Sales of swab test, and other medical related product 135 4,640 Revenue from related parties $ 135 $ 4,640 Purchase from related parties Name of Related Party Relationship Nature For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 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 $ 491,499 $ 2,349,702 Purchase 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 $ 491,499 $ 2,349,702 Rental expenses Name of Related Party Relationship Nature For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Kent Ridge Pacific Pte Ltd Shareholders of this entity also are the shareholders of the Company Office rental $ 47,954 $ 143,589 Rental Expenses Shareholders of this entity also are the shareholders of the Company Office rental $ 47,954 $ 143,589 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 31, 2022. 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. F- 35 - 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 (See Note 4) 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: Schedule of reverse recapitalization Ordinary Shares 8i ordinary shares outstanding prior to Reverse Recapitalization 11,073,500 Less: redemption of 8i ordinary shares ( 6,033,455 ) Conversion of 8i rights 891,725 Shares issued to service providers 260,000 Total shares issued upon the Reverse Recapitalization 6,191,770 Warrants 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 Warrants. 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. The 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. F- 36 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: Schedule of warrant activities Warrants Outstanding Ordinary Shares Issuable Weighted Average Exercise Price Average Remaining Contractual Life December 31, 2021 - - $ - - Granted 8,917,250 4,458,625 $ 11.50 5.00 Forfeited - - $ - - Exercised - - $ - - December 31, 2022 8,917,250 4,458,625 $ 11.50 4.88 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: ● 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 (“Triggering Event 1”); ● 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 ) (“Triggering Event 2”); ● 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 (“Triggering Event 3”); ● 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 (“Triggering Event 4”). The Earnout 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 Closing date November 17, 2022 Share price of the Company as of closing date $ 5.21 Average daily return rate 0.02 % Daily volatility for Triggering Event 1 4.74 % Daily volatility for Triggering Event 2 4.30 % Risk-free rate for Triggering Event 1 4.75 % Risk-free rate for Triggering Event 2 4.49 % Grant Price for Trigging Event 1 $ 15.0 Grant Price for Trigging Event 2 $ 20.0 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. F- 37 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 of nil. 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. Vietnam The Company’s subsidiary operating in Vietnam is subject to the Vietnam Income Tax at a standard income tax rate of 20 %. Malaysia 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. Singapore 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: Schedule of components of loss before income taxes For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Singapore $ ( 5,400,034 ) $ 930,312 Foreign ( 19,531,790 ) 18,225 Total loss (income) before income taxes $ ( 24,931,824 ) $ 948,537 The provision for income taxes consisted of the following: Schedule of provision for income taxes For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Current $ 65,650 $ 75,821 Deferred ( 48,228 ) ( 27,680 ) Provision for income taxes $ 17,422 $ 48,141 F- 38 The following table reconciles Singapore statutory rates to the Company’s effective tax rate: Schedule of effective income tax rate For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Singapore statutory income tax rate 17.0 % 17.0 % Tax rate difference outside Singapore (1) ( 13.3 )% 0.1 % Taxable income below exemption threshold 0 % ( 2.4 )% Change in valuation allowance ( 2.9 )% 29.8 % Others (2) ( 0.9 )% ( 39.4 )% Effective tax rate ( 0.1 )% 5.1 % (1) It is due to tax rate difference of the entities incorporated in Vietnam and British Virgin Islands. (2) Others 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: Schedule of deferred tax assets and liabilities December 31, 2022 December 31, 2021 Deferred Tax Assets/Liabilities Net operating loss carryforwards $ 749,309 $ 812,715 Allowance for doubtful account * 33,564 13,736 Net lease liability 823 - Less: valuation allowance ( 783,696 ) ( 826,451 ) Deferred tax assets, net $ - $ - Deferred tax liabilities: Customer relationships $ - $ 49,294 Deferred tax liabilities, net $ - $ 49,294 * 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. The net operating losses from the Vietnam subsidiary can be carried forward for five years and expiring from the year 2025 to 2027. Due to 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. F- 39 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: Schedule of taxes payable December 31, 2022 December 31, 2021 GST taxes payable $ 125,695 $ 225,095 Income taxes payable 60,455 82,248 Totals $ 186,150 $ 307,343 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. (c) Credit risk 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 ) per account. 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 and $ 41,606 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 and $ 0 was maintained at banks in the United States, of $ 391,461 and $ 0 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. F- 40 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 period. 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: Schedule 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 $ 114,390 $ 62,810 Lease expenses – short-term General and administrative 113,055 143,589 Finance lease cost Amortization of leased asset General and administrative 7,948 8,153 Interest on lease liabilities Other expense -Interest expenses 1,276 1,639 Total lease expenses $ 236,669 $ 216,191 Weighted-average remaining term and discount rate related to leases were as follows: Schedule of weighted average remaining term and discount rate As of As of December 31, 2022 December 31, 2021 Weighted-average remaining term Operating lease 0.69 year 1.25 years Finance leases 2.01 years 3.00 years Weighted-average discount rate Operating lease 5.25 % 5.25 % Finance leases 5.25 % 5.25 % F- 41 The following table sets forth the Company’s minimum lease payments in future periods as of December 31, 2022: Schedule of future minimum lease payments Operating lease Finance lease payments payments Total Twelve months ending December 31, 2023 $ 81,522 $ 8,151 $ 89,673 Twelve months ending December 31, 2024 - 15,614 15,614 Total lease payments 81,522 23,765 105,287 Less: discount ( 1,563 ) ( 1,564 ) ( 3,127 ) Present value of lease liabilities $ 79,959 $ 22,201 $ 102,160 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 Legal 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. On 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 outstanding. 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: Schedule of segment reporting information For the Year Ended December 31, 2022 Property Medical Management Services Services Total Revenues $ 6,076,414 $ 3,764,295 $ 9,840,709 Loss from operations $ ( 2,463,593 ) $ ( 2,991,371 ) $ ( 5,454,964 ) Loss before income taxes $ ( 2,613,615 ) $ ( 2,800,755 ) $ ( 5,414,370 ) Net loss $ ( 2,651,826 ) $ ( 2,779,966 ) $ ( 5,431,792 ) 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: Schedule of consolidated statement of operation and comprehensive income (loss) net loss before income taxes Segment loss before income tax $ 5,414,370 Change in fair value of prepaid forward purchase liabilities ( 12,911,503 ) Earnout share payment ( 5,199,629 ) Other corporate expenses ( 1,406,322 ) Consolidated net loss before income taxes $ ( 24,931,824 ) F- 42 Medical Management For the Year Ended December 31, 2021 Property Medical Management Services Services Consolidated Revenues $ 5,986,030 $ 4,558,520 $ 10,544,550 Loss from operations $ ( 1,186,885 ) $ ( 41,342 ) $ ( 1,228,227 ) Income (loss) before income taxes $ ( 1,239,438 ) $ 2,187,975 $ 948,537 Net income (loss) $ ( 1,241,091 ) $ 2,141,487 $ 900,396 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”). 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 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. F- 43 On 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. On 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. On 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. Dr. Chen has agreed to forfeit and surrender 271,867 ordinary shares of the 850,306 ordinary shares issued to him on May 16, 2023. Between 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. F- 44