What changed in this filing

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Item 1. Financial Statements

2023-07-31 compared with 2022-11-22 · 1496 added, 758 removed, 38 unchanged (98% of the section changed)

Financial Statements.

ACQUISITION 2 CORP.

CONDENSED BALANCE SHEETS

October 31, 2022

July 31, 2022

Prepaid expenses

Investments held in Trust Account

HEALTH HOLDINGS LIMITED AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

CURRENT ASSETS

Restricted cash

Accounts receivable, net

Other receivables

Due from related parties

Prepaid expenses and other current assets

Forward purchase receivables

Total Current Assets

PROPERTY AND EQUIPMENT, NET

Prepaid expenses - non-current

Operating lease right-of-use assets

Finance lease right-of-use assets

Total Other Assets

LIABILITIES AND SHAREHOLDERS’ DEFICIT

Accounts payable and accrued expenses

Due to related parties

Promissory note - related party

Deferred underwriting commissions

CURRENT LIABILITIES

Short term loans - bank and private lender

Short term loans - related parties

Promissory note

Convertible notes

Convertible notes - related parties

Accounts payable

Other payables and accrued liabilities

Other payables - related parties

Operating lease liability

Finance lease liabilities

Prepaid forward purchase liabilities

Taxes payable

Total Current Liabilities

OTHER LIABILITIES

Operating lease liability - non-current

Finance lease liabilities - non-current

Total Other Liabilities

Total Liabilities

COMMITMENTS AND CONTINGENCIES

Ordinary shares subject to possible redemption, 8,225,000 shares at redemption value of $ 10.08 and $ 10.03 , and 400,000 shares at $ 8.32 and $ 8.27 carrying value as of October 31, 2022 and July 31, 2022, respectively.

SHAREHOLDERS’ DEFICIT

Ordinary shares, no par value;

unlimited shares authorized;

2,448,500 shares issued and outstanding as of October 31, 2022 and July 31, 2022

Additional paid-in capital

Ordinary shares, no

par value, unlimited

shares authorized, 20,191,770 shares outstanding

as of March 31, 2023 and December 31, 2022 *

Accumulated deficit

1 unchanged sentence

( 24,703,789 )

Accumulated other comprehensive loss

Total Euda Health Holdings Limited Shareholders’ Deficit

( 5,953,573 )

( 3,520,509 )

Noncontrolling interests

Total Shareholders’ Deficit

2 unchanged sentences

Total Liabilities and Shareholders’ Deficit

accompanying notes are an integral part of these unaudited condensed financial statements.

ACQUISITION 2 CORP.

CONDENSED STATEMENTS OF OPERATIONS

For the Three

October 31, 2022

October 31, 2021

Formation and operating costs

Giving retroactive effect to reverse recapitalization effected on November 17, 2022

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

HEALTH HOLDINGS LIMITED AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS)

For the Three Months Ended

Medical services

Medical services - related parties

Product sales

Property management services

Total Revenues

COST OF REVENUES

Medical services

Medical services - related party

Product sales

Property management services

Total Cost of Revenues

OPERATING EXPENSES:

General and administrative

Research and development

Total Operating Expenses

LOSS FROM OPERATIONS

Dividends on marketable securities held in trust

Total other income

Net income (loss)

Basic and diluted weighted average shares outstanding, redeemable ordinary shares

Basic and diluted net income per share, redeemable ordinary shares

Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares

( 1,976,780 )

Basic and diluted net loss per share, non-redeemable ordinary shares

number excludes an aggregate of up to 281,250 shares exercised in full or in part by the underwriters (see Note 5).

As a result of

the full exercise of the over-allotment option by the underwriters upon the consummation of the IPO, these shares are no longer subject

to forfeiture (see Note 7).

October 25, 2021, the Company issued additional 718,750 ordinary shares which were purchased by the Sponsor, resulting in an aggregate

of 2,156,250 ordinary shares outstanding.

All shares and associated amounts have been retroactively restated to reflect the share

capitalization (see Note 5).

accompanying notes are an integral part of these unaudited condensed financial statements.

ACQUISITION 2 CORP.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

For the Three Months Ended October 31, 2022

Ordinary Shares

Shareholders’

Balance as of July 31, 2022

OTHER INCOME (EXPENSE)

Interest expense, net

Gain on disposal of subsidiary

Change in fair value of prepaid forward purchase liabilities

Other income, net

Total Other Income (expense), net

(LOSS) INCOME BEFORE INCOME TAXES

( 2,412,253 )

PROVISION FOR INCOME TAXES

NET (LOSS) INCOME

( 2,413,238 )

Subsequent measurement of ordinary shares subject to redemption under ASC 480-10-S99

Balance as of October 31, 2022 (Unaudited)

Net income attributable to noncontrolling interest

NET (LOSS) INCOME ATTRIBUTABLE TO EUDA HEALTH HOLDINGS LIMITED

$ ( 2,414,645 )

NET (LOSS) INCOME

( 2,413,238 )

For the Three Months Ended October 31, 2021

FOREIGN CURRENCY TRANSLATION ADJUSTMENT

TOTAL COMPREHENSIVE (LOSS) INCOME

( 2,431,534 )

Comprehensive income attributable to noncontrolling interest

COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO EUDA HEALTH HOLDINGS LIMITED

$ ( 2,433,064 )

WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES *

Basic and diluted *

(LOSS) EARNINGS PER SHARE

Basic and diluted

Giving retroactive effect to reverse recapitalization effected

on November 17, 2022

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

HEALTH HOLDINGS LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGE IN SHAREHOLDERS’ EQUITY (DEFICIT)

Ordinary shares

Shareholders’

Shares (1)(2)

Balance as of July 31, 2021

Beginning balance

comprehensive

Noncontrolling

BALANCE, December 31, 2021

Foreign currency translation adjustment

BALANCE, March 31, 2022 (Unaudited)

Ordinary shares

comprehensive

Noncontrolling

BALANCE, December 31, 2022

$ ( 24,703,789 )

$ ( 125,689 )

$ ( 3,507,031 )

$ ( 24,703,789 )

$ ( 125,689 )

$ ( 3,507,031 )

( 2,414,645 )

( 2,413,238 )

Net income (loss)

Balance as of October 31, 2021 (Unaudited)

Ending balance

number includes an aggregate of up to 281,250 shares subject to forfeiture if the over-allotment option is not exercised in full

or in part by the underwriters (see Note 5).

As a result of the full exercise of the over-allotment option by the underwriters upon

the consummation of the IPO, these shares are no longer subject to forfeiture (see Note 7).

October 25, 2021, the Company issued additional 718,750 ordinary shares which were purchased by the Sponsor, resulting in an aggregate

of 2,156,250 ordinary shares outstanding.

All shares and associated amounts have been retroactively restated to reflect the share

capitalization (see Note 5).

accompanying notes are an integral part of these unaudited condensed financial statements.

ACQUISITION 2 CORP.

CONDENSED STATEMENTS OF CASH FLOWS

For the Three

October 31, 2022

October 31, 2021

( 2,414,645 )

( 2,413,238 )

Foreign currency translation adjustment

BALANCE, March 31, 2023 (Unaudited)

$ ( 27,118,434 )

$ ( 144,108 )

$ ( 5,938,565 )

$ ( 27,118,434 )

$ ( 144,108 )

$ ( 5,938,565 )

Giving retroactive effect to reverse recapitalization effected

on November 17, 2022

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

HEALTH HOLDINGS LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)

Adjustments to reconcile net loss to net cash used in operating activities:

Formation and operating costs paid by related party

Dividends earned on cash and marketable securities held in Trust Account

Changes in current assets and liabilities:

Prepaid assets

Accrued expenses

Due to related parties

Net (loss) income

$ ( 2,413,238 )

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Amortization of intangible assets

Amortization of operating right-of-use asset

Amortization of finance right-of-use assets

Allowance for credit losses

Deferred taxes benefits

Gain on disposal of subsidiary

Change in fair value of prepaid forward purchase liabilities

Change in operating assets and liabilities

Accounts receivable

Interest receivable from loan to third party

Other receivables

Prepaid expenses and other current assets

Accounts payable

Accounts payables - related party

Other payables and accrued liabilities

Taxes payable

Operating lease liability

Due from related party

Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Loan to third party

Cash released upon disposal of a subsidiary

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of promissory note to related party

Repayments from other receivable - related parties

Proceeds from short-term loans - bank and private lender

Repayments to short-term loans - bank and private lender

Proceeds from short-term loans - related parties

Borrowings from other payables - related parties

Payment of finance lease liabilities

Net cash provided by financing activities

Net change in cash

Cash, beginning of the period

EFFECT OF EXCHANGE RATE CHANGES

NET CHANGE IN CASH AND RESTRICTED CASH

CASH AND RESTRICTED CASH, beginning of the period

CASH, end of the period

Supplemental disclosure of noncash financing activities

Deferred offering costs paid by related party

Deferred offering costs included in accrued offering costs and expenses

Subsequent measurement ordinary shares subject to possible redemption

Conversion of due to related party into promissory note

accompanying notes are an integral part of these unaudited condensed financial statements.

ACQUISITION 2 CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

1 - Organization and Business Operations

EUDA Health Holdings Limited, which until

November 17, 2022 was known as 8i Acquisition 2 Corp.

“Company”) is a company incorporated on January 21, 2021, under the laws of the British Virgin Islands for the purpose

of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar

business combination with one or more businesses or entities (a “Initial Business Combination”).

The Company is an

“emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities

Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

The Company’s

efforts to identify a prospective target business were not limited to a particular industry or geographic location (excluding

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).

of October 31, 2022, the Company had not yet commenced any operations.

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

through October 31, 2022 relates to the Company’s organizational activities and the initial public offering (the “IPO”)

described below.

The Company will not generate any operating revenues until after the completion of the Initial Business Combination,

at the earliest.

The Company will generate non-operating income in the form of dividend and interest income on investments held in Trust Account

(as defined below) from the proceeds derived from the IPO.

Following the quarter ended October 31, 2022, on

November 17, 2022 (the “Closing Date”), EUDA Health Limited, a British Virgin Islands business company, consummated a

business combination with the Company (the “Business Combination”).

The Business Combination was effected by the

purchase by the Company of all of the issued and outstanding shares of EUDA Health Limited, resulting in EUDA Health Limited

becoming a wholly owned subsidiary of the Company.

At the time of the Business Combination, the Company changed its name from

“8i Acquisition 2 Corp.” to “EUDA Health Holdings Limited.” Thus, the financial statements for the quarter

ended October 31, 2022 are in the name of 8i Acquisition 2 Corp.

Company has selected July 31 as its fiscal year end.

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

time) to consummate an Initial Business Combination (the “Combination Period”).

the period from January 21, 2021 (inception) to April 11, 2021, the Company was sponsored by 8i Holdings Limited, a Limited Liability

Exempted Company incorporated in the Cayman Islands on November 24, 2017.

On April 12, 2021, 8i Holdings Limited transferred their founder

shares (as defined below) to 8i Holdings 2 Pte Ltd (the “Sponsor”), a Singapore Limited Liability Company incorporated on

April 1, 2021.

Trust Account

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

Stock Transfer & Trust Company, LLC acting as trustee.

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

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

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

The proceeds were released from

the Trust Account upon the completion of the Business Combination on November 17, 2022.

April 11, 2022, the Company entered into a Share Purchase Agreement (the “SPA”) with EUDA Health Limited, a British

Virgin Islands business company (“EUDA Health” or “EUDA”), Watermark Developments Limited, a British Virgin

Islands business company (the “Seller”) and Kwong Yeow Liew, acting as Representative of the Indemnified Parties (the

“Indemnified Party Representative”).

Pursuant to the terms of the SPA, the Business Combination between the Company and

EUDA Health was effected through the purchase by the Company of all of the issued and outstanding shares of EUDA Health from the

Seller (the “Share Purchase”).

ACQUISITION 2 CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Meng Dong (James) Tan, the Company’s then Chief Executive Officer and Chairman of the Company’s board of directors, had

at the time, 10.0 %

of the equity interests of the Seller.

At the time of the closing of Business Combination, Mr.

Tan held a 33.3 %

ownership stake in the Seller.

The Company received a fairness opinion from EverEdge Global to the effect that the purchase price to

be paid by the Company for the shares of EUDA Health pursuant to the SPA was fair to the Company from a financial point of view (the

“Fairness Opinion”).

On November 17, 2022, the Company completed the closing

of the Business Combination with EUDA Health Limited.

and Capital Resources

October 31, 2022 and July 31, 2022, the Company had $ 265,852

and $ 193,546

in cash, and working deficit of $ 1,706,946

and $ 1,408,615 , respectively, (excluding deferred

underwriting commissions and investments held in Trust Account).

registration statement for the Company’s IPO (as described in Note 3) was declared effective on November 22, 2021.

24, 2021, the Company consummated the IPO of 8,625,000 units (include the exercise of the over-allotment option by the underwriters in

the IPO) at $ 10.00 per unit (the “Public Units’), generating gross proceeds of $ 86,250,000 .

Each Unit consisted of one ordinary

share, one redeemable warrant (each a “Warrant”, and, collectively, the “Warrants”), and one right to receive

one-tenth of an ordinary share upon the consummation of an Initial Business Combination.

Simultaneously

with the IPO, the Company sold to Mr.

Meng Dong (James) Tan 292,250 units at $ 10.00 per unit (the “Private Units”) in a private

placement generating total gross proceeds of $ 2,922,500 , which is described in Note 4.

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

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

Except for the $ 100 for the Unit Purchase

Option and $ 25,000 of subscription of ordinary shares (as defined in Note 7), the Company received net proceeds of $ 87,114,830 from the

IPO and the private placement.

January 21, 2021 and February 5, 2021, the Company issued an aggregate of 1,437,500 ordinary shares to 8i Holding Limited, which were subsequently sold to the Sponsor for an aggregate purchase price of $ 25,000 , or approximately $ 0.017 per share.

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for income tax

Cash paid for interest

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Initial recognition of operating right of use asset and lease liability

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

HEALTH HOLDINGS LIMITED AND SUBSIDIARIES

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

dollars, unless stated otherwise)

1– Nature of business and organization

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).

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 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.

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”)

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.

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 .

July 24, 2021, EHL acquired 100 % of the equity interests in EUDA Private Limited (“EUDA PL”) through KRHPL for consideration

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 .

August 3, 2021, EHL acquired 100 % of the equity interests in Singapore Emergency Medical Assistance Private Limited (“SEMA”)

through KRHPL for no consideration.

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 unaudited condensed consolidated financial statements in accordance with ASC 805-50-45-5.

Reorganization

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 unaudited condensed consolidated financial statements of EHL.

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 unaudited condensed consolidated financial statements of EHL.

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.

accompanying unaudited condensed consolidated financial statements reflect the activities of EUDA and each of the following entities:

of consolidated financial statement

Health Limited (“EHL”)

British Virgin Islands company Incorporated on June 8, 2021

owned by EUDA

holding Company

Ridge Healthcare Singapore Pte.

Singapore company

on November 9, 2017

specialty group offering range of specialty care services to patients.

Private Limited (“EUDA PL”)

Singapore company

on April 13, 2018

digital health company that provides a platform to serve the healthcare industry

Vietnam Private Limited Liability Company (“ZKTV PL”)

Vietnam company

on May 2, 2019

Research and Development Company

owned by EUDA PL

Emergency Medical Assistance Private Limited (“SEMA”)

Singapore company

March 18, 2019

holding company

Good Clinic Private Limited (“TGC”)(1)

Singapore company

on April 8, 2020

facility general practice clinic that provides holistic care for various illnesses

owned by SEMA

EUDA Doctor Private Limited (“ED

Singapore company

on December 1, 2021

platform solution for doctors and physicians to find, connect, and collaborate with trusted peers, specialists, and other professionals

has not been commenced

Ridge Hill Private Limited

(“KR Hill PL”)

A Singapore company

on December 1, 2021

B2B2C pharmaceutical and OTC drugs e-commerce platform to promote its drug products

has not been commenced

Ridge Health Limited (“KRHL”)

British Virgin Islands company

on June 8, 2021

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

On October 25, 2021, the Company

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

ordinary shares outstanding.

connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s

Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue

as a Going Concern,” the Company had until November 24, 2022 (absent any extensions of such period by the Sponsor, pursuant to

the terms described above) to consummate the proposed Business Combination.

Prior to the Business Combination, management determined

that the mandatory liquidation, should an Initial Business Combination not occur, and potential subsequent dissolution, raised substantial

doubt about the Company’s ability to continue as a going concern.

However, the Business Combination was consummated on November

ACQUISITION 2 CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

2 - Significant Accounting Policies

of Presentation

accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted

in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form

10-Q and Article 8 of Regulation S-X of the SEC.

Certain information or footnote disclosures normally included in financial statements

prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial

Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position,

results of operations, or cash flows.

In the opinion of management, the accompanying unaudited condensed financial statements include

all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating

results and cash flows for the periods presented.

Interim results are not necessarily indicative of results to be expected for any other

interim period or for the full year.

The information included in this Form 10-Q should be read in conjunction with information included

in the Company’s annual report on Form 10-K for the year ended July 31, 2022, filed with the Securities and Exchange Commission

holding company

Private Limited (“Zukitech”) (“ZKT PL”)

Singapore company

on June 13, 2019

holding company

owned by KRHL

Gateway Group Limited

British Virgin Islands company

on April 18, 2008

holding company

owned by KRHL

Gateway International Pte.

Singapore company

on September 30, 2000

capital of RMB 5,000,000

holding company

owned by SGGL

International Pte.

Singapore company

on September 9, 2000

management service that services shopping malls, business office building, or residential apartments

Security Pte.

(“Tri-Global”)

Singapore company

on August 10, 2000

Growth Company Status

Company is an emerging growth company as defined by Section 2(a) of the JOBS Act and it may take advantage of certain exemptions from

various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not

limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced

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

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

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

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

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

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

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

The Company has elected not to opt out

of such extended transition period which means that when a standard is issued or revised, and it has different application dates for

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

adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which

is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult

or impossible because of the potential differences in accounting standards used.

preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates

and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the

date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period.

results could differ from those estimates.

and Cash Equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 265,852 and $ 193,546 cash as of October 31, 2022 and July 31, 2022, respectively.

ACQUISITION 2 CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Held in Trust Account

of October 31, 2022 and July 31, 2022, the Company’s portfolio of investments held in the Trust Account was comprised of U.S.

securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, investments

in money market funds that invest in U.S.

government securities, cash, or a combination thereof.

The Company’s investments held

in the Trust Account are classified as trading securities.

Trading securities are presented on the balance sheets at fair value at the

end of each reporting period.

Gains and losses resulting from the change in fair value of these securities are included in dividends on marketable securities held in Trust Account in the accompanying statements of operations.

The estimated fair values of investments held

in the Trust Account are determined using available market information.

October 31, 2022 and July 31, 2022, the Company had $ 86,972,255 and $ 86,472,912 , respectively, held in the Trust Account, including $ 722,255

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

Concentration

of credit risk

instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution

which, at times may exceed the Federal depository insurance coverage of $ 250,000 .

As of October 31, 2022 and July 31, 2022, the Company

had not experienced losses on this account.

Costs Associated with the IPO

costs consist of underwriting, legal, accounting, registration and other expenses incurred through the balance sheet date that are directly

related to the IPO.

Offering costs totaled $ 5,876,815 consisting of $ 1,725,000 of underwriting fees, $ 3,018,750 of deferred underwriting

commissions, $ 649,588 of other expenses, and an excess of fair value of representative’s purchase option of $ 483,477 .

The Company complies

with the requirements of Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A

– “Expenses of Offering”.

The Company allocated offering costs between public shares, public warrants and public rights

based on the estimated fair values of public shares, public warrants and public rights at the date of issuance.

Offering costs associated

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

Shares Subject to Possible Redemption

Company accounted for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480

“Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability

instrument and are measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that feature

redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events

not solely within the Company’s control) are classified as temporary equity.

At all other times, ordinary shares are

classified as shareholders’ equity.

Prior to the Business Combination.

the Company’s ordinary shares featured certain

redemption rights that were considered to be outside of the Company’s control and subject to occurrence of uncertain future

Accordingly, ordinary shares that were subject to possible redemption are presented at redemption value (plus any interest

earned and/or dividends accrued on the Trust Account) as temporary equity, outside of the shareholders’ equity section of the

Company’s balance sheets.

Loss Per Ordinary Shares

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

The statements of operations include

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

of income (loss) per share.

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

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

This is calculated using the total net

income (loss) less any dividends paid.

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

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

Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using

a ratio of 78 % for the redeemable ordinary shares and 22 % for the non-redeemable shares for the three months ended October 31, 2022.

ACQUISITION 2 CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

earnings per share presented in the statements of operations is based on the following:

of Earnings Per Share

For the Three Months Ended October 31, 2022

For the Three Months Ended October 31, 2021

Net income (loss)

Accretion of temporary equity to redemption value

Net loss including accretion of temporary equity to redemption value

$ ( 298,331 )

Non-redeemable

security service that services shopping malls, business office building, or residential apartments

Digitech Private Limited (“UGD”)

Singapore company

on August 16, 2001

holding company

Fitness Company Private Limited (“NFC”)

Singapore company

on July 6, 2021

virtual personal training platform for fitness enthusiasts

owned by KRHL

has not been commenced

Cover Private Limited (“TCPL”)

Singapore company

on December 1, 2021

B2B e-claims healthcare insurance platform

owned by KRHL

has not been commenced

(“KR Digital”) (2)

Singapore company

on December 29, 2021

of software and applications

owned by KRHL

has not been commenced

(“Zukihealth”) (2)

Malaysian company

on February 15, 2018

of health care supplement products

owned by KR Digital

has not been commenced

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).

April 19, 2022, the Company acquired 100 % equity interest of KR Digital Pte Ltd, (“KR Digital”), a Singapore Company,

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.

2 – Going concern

assessing the Company’s going concern, the Company monitors and analyzes its cash on-hand and its operating and capital expenditure

The Company’s liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure

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 March 31, 2023, the Company’s working capital deficit was approximately $ 6.5 million, and the Company had cash of approximately $ 0.8 million.

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 unaudited condensed

consolidated financial statements are issued.

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 unaudited condensed consolidated financial statements are issued, the Company may

have to consider supplementing its available sources of funds through the following sources:

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

support and credit guarantee commitments from the Company’s related parties;

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.

unaudited condensed 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.

3 – Summary of significant accounting policies

of presentation

accompanying unaudited condensed 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”).

The unaudited condensed consolidated financial statements as of March 31,

2023 and for the three months ended March 31, 2023 reflect all adjustments (consisting of only normal recurring adjustments)

considered necessary to present fairly the financial position, results of operations and cash flow for such interim periods.

results of operations for the three months ended March 31, 2023 are not necessarily indicative of results to be expected for the

full year of 2023.

Certain information and footnote disclosures normally included in the consolidated financial statements prepared

in conformity with U.S.

GAAP have been condensed or omitted pursuant to such rules and regulations.

Accordingly, these unaudited

condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and

the notes thereto, included in the Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on June 28,

of consolidation

unaudited condensed 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.

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.

preparation of the unaudited condensed 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 unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods

Significant accounting estimates reflected in the Company’s unaudited condensed 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, 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.

Non-controlling

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 unaudited condensed consolidated balance sheets and unaudited condensed

consolidated statements of operations and comprehensive income (loss).

Cash flows related to transactions with non-controlling interests

are presented under financing activities in the unaudited condensed consolidated statements of cash flows.

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 15.

and restricted 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 March 31, 2023, such restriction has been lifted

and the remaining cash held in bank account has transfer to the Company’s operating bank account.

receivable, net

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 customers.

The carrying value of accounts receivable is reduced by an

allowance that reflects the Company’s best estimate of the amounts that will not be collected.

An allowance for doubtful

accounts is recorded in the period when a loss is probable based on an assessment of specific evidence indicating collection is

unlikely, historical bad debt rates, accounts aging, financial conditions of the customer and industry trends.

Starting from January

1, 2023, the Company adopted ASU No.2016-13 “Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit

Losses on Financial Instruments” (“ASC Topic 326”).

The Company used a modified retrospective approach, and the

adoption does not have an impact on our unaudited condensed consolidated financial statements.

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 March 31, 2023 and December 31,

2022, the Company provided allowance for doubtful accounts of $ 234,827

and $ 197,438 ,

respectively.

For the three months ended March 31, 2023 and 2022, the Company did not write off any account receivable.

expenses and other current assets

expenses and other current assets primarily include prepaid expenses paid to services providers, and other deposits.

Management regularly

evaluates past events and current conditions 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 March 31, 2023 and December 31, 2022, no allowance for credit losses related to prepaid expenses

was recorded.

and equipment, net

and equipment are stated at cost less accumulated depreciation.

Depreciation is computed using the straight-line method over the estimated

useful lives of the assets with no residual value.

The estimated useful lives are as follows:

of property and equipment useful lives

of the lease term or 5 years

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 unaudited condensed consolidated statements of operations and comprehensive income (loss).

Expenditures for maintenance

and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life

of assets, are capitalized.

The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances

warrant revised estimates of useful lives.

Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of

an asset may not be recoverable.

An asset is considered impaired if its carrying amount exceeds the future net undiscounted cash flows

that the asset is expected to generate.

If such asset is considered to be impaired, the impairment recognized is the amount by which

the carrying amount of the asset, if any, exceeds its fair value determined using a discounted cash flow model.

For the three months

ended March 31, 2023 and 2022, there was no impairment of property and equipment recognized.

for long-lived assets

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.

For the three months ended March 31, 2023 and 2022, the Company did no t recognize any impairment of long-lived assets.

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.

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

of equity at the time of issuance.

The Company determined that upon further review of the warrant agreements, the Company concluded that

its warrants qualify for equity accounting treatment.

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

public and private warrants.

The Company treated such warrants replacement as a warrant modification and no incremental fair value was

Purchase Receivables and Prepaid Forward Purchase Liabilities

Company recorded forward purchase receivables amounted to $ 21,892,527 as of March 31, 2023 and December 31, 2022 to account for the prepayment

amount of the forward purchase agreement, as discussed in Note 7.

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.

of March 31, 2023, no shares were sold after Closing.

connection with the forward purchase agreement, the Company recognized prepaid forward purchase liabilities in accordance with ASC 480-10-25-8

as the Company has the obligation to pay cash to settle the maturity consideration.

As of March 31, 2023 and December 31, 2022, prepaid

forward purchase liabilities were amounted to $ 20,853,545 and $ 20,321,053 , respectively.

Refer to Note 7 for further detail.

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.

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.

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.

recognition policies for each type of revenue stream are as follows:

Medical Services

Performance obligation satisfied at a point in time

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.

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.

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.

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.

Product Sales

Performance obligation satisfied at a point in time

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.

Property Management Services

Performance obligation satisfied over a period of time

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.

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

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 March 31, 2023 and December 31, 2022, the Company did not have any contract

Company recognized advance payments from its customer prior to revenue recognition as contract liability until the revenue recognition

performance obligation are met.

As of March 31, 2023 and December 31, 2022, the Company did not have any contract liability.

Disaggregated

information of revenues by products/services are as follows:

For the Three Months Ended

October 31, 2022

Non-redeemable

Basic and diluted net income (loss) per ordinary share:

Allocation of net loss including accretion of temporary equity

$ ( 232,366 )

Accretion of temporary equity to redemption value

Allocation of net income (loss)

Weighted average shares outstanding

Basic and diluted net income (loss) per ordinary share

Non-redeemable

Medical services – specialty cares

Medical services – general practices

Medical services – general practices (related parties)

Medical services – subtotal

Product sales

Property management services – common area management

Property management services – security

Property management services

Total revenues

Medical Services

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 provided

by third party service providers.

Product Sales

of revenues mainly consists of medical product or equipment purchased for resale.

Property Management Services

of revenues mainly consists of labor expenses incurred attributable to property management service.

Disaggregated

information of cost of revenues by products/services are as follows:

of cost of revenue

For the Three Months Ended

October 31, 2021

Non-redeemable

Basic and diluted net loss per ordinary share:

Weighted average shares outstanding

Medical services – specialty cares

Medical services – specialty cares (related party)

Medical services – general practices

Medical services – subtotal

Product sales

Property management services – common area management

Property management services – security

Property management services

Total cost of revenues

contribution plan

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 $ 137,791 and $ 136,159 for the three months ended March 31, 2023 and 2022, respectively.

related contribution plans include:

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 ) .

Social Insurance Fund (“SIF”) – 20% based on employee’s monthly salary ;

Trade Union Fee – 2.00 % of SIF

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.

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 unaudited condensed 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.

income taxes are provided for in accordance with the laws of the relevant tax authorities.

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 three months ended March

31, 2023 and 2022.

As of March 31, 2023, 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.

Company recognize interest and penalties related to unrecognized tax benefits, if any, on the income tax expense line in the accompanying

unaudited condensed consolidated statement of operations.

Accrued interest and penalties are included on the related tax liability line

in the unaudited condensed consolidated balance sheet.

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.

earnings per share

Company computes (loss) earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share”.

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.

Company calculates basic and diluted (loss)/earnings per share as follows:

of basic and diluted earnings per share

For the Three Months Ended

Net (loss) income

$ ( 2,413,238 )

Basic and diluted net loss per ordinary share

number excludes an aggregate of up to 281,250 shares exercised in full or in part by the underwriters (see Note 5).

As a result of

the full exercise of the over-allotment option by the underwriters upon the consummation of the IPO, these shares are no longer subject

to forfeiture (see Note 7).

Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 825, “Financial

Instruments” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature.

ACQUISITION 2 CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction

between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs

used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets

or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

Level 1, defined as observable inputs such as quoted

prices (unadjusted) for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices

in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets

or quoted prices for identical or similar instruments in markets that are not active;

Level 3, defined as unobservable inputs in which little

or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation

techniques in which one or more significant inputs or significant value drivers are unobservable.

some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input

that is significant to the fair value measurement.

Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”).

ASC 740 requires the recognition of deferred tax

assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities

and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation

allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes

a recognition threshold and measurement process for financial statements recognition and measurement of a tax position taken or expected

to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination

by taxing authorities.

ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim

period, disclosure and transition.

The Company has identified the British Virgin Islands as its only “major” tax jurisdiction,

Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring

recognition in the Company’s unaudited condensed financial statements.

Since the Company was incorporated on January 21, 2021,

the evaluation was performed for the period from January 21, 2021 (inception) to July 31, 2021 and for the year ended July 31, 2022, which

will be the only periods subject to examination.

The Company believes that its income tax positions and deductions would be sustained

on audit and does not anticipate any adjustments that would result in material changes to its financial position.

The Company’s

policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense.

or penalties were incurred for the three months ended October 31, 2022 and 2021.

Accounting Pronouncements

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

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

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

ASU 2020-06 eliminates the current models that

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

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

The new standard also introduces

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

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

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

permitted beginning on August 1, 2021.

The Company determined not to early adopt.

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

have an effect on the Company’s unaudited condensed financial statements.

ACQUISITION 2 CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

3 – Initial Public Offering

November 24, 2021, the Company sold 8,625,000

Units at a price of $ 10.00

per Unit, generating gross proceeds of $ 86,250,000

related to its IPO.

Unit consists of one ordinary share, one redeemable warrant (each a “Warrant”, and, collectively, the

“Warrants”), and one right to receive one-tenth of an ordinary share upon the consummation of an Initial Business

Each two redeemable warrants entitle the holder thereof to purchase one ordinary share, and each ten rights entitle the

holder thereof to receive one ordinary share at the closing of an Initial Business Combination.

Upon the closing of the Business

Combination, no fractional shares were issued upon separation of the Units, and only whole Warrants trade.

Opportunities Growth Fund (the “Anchor Investor”), purchased an aggregate of 400,000 units in the IPO, and the Company agreed to direct the underwriters to sell to the Anchor Investor such number of units, subject to the Company’s satisfying

the Nasdaq listing requirement.

Anchor Investor was required to not redeem any of the public shares it acquired in the IPO.

Conditionally

anchor shares are classified as temporary equity.

Accordingly, anchor shares are presented at initial carrying value of $ 8.24

per share as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets plus dividend

earned of $ 0.03

As of October 31, 2022 and July 31, 2022, total carrying value of the anchor shares amounted to $ 3,329,682 and $ 3,306,524 , respectively.

Company granted the underwriters a 45-day option from the date of the IPO to purchase up to an additional 1,125,000 Public Units to cover

over-allotments.

On November 24, 2021, the underwriters exercised the over-allotment option in full to purchase 1,125,000 Public Units,

at a purchase price of $ 10.00 per Public Unit, generating gross proceeds to the Company of $ 11,250,000 (see Note 6).

of October 31, 2022 and July 31, 2022, the ordinary shares subject to redemption reflected on the balance sheets are reconciled in the

following table:

of Ordinary Shares Subject to Possible Redemption

October 31, 2022

July 31, 2022

Gross proceeds

Proceeds allocated to pubic warrants and public rights

Net income attributable to noncontrolling interest

Net (loss)/income attributable to common shareholders, basic

$ ( 2,414,465 )

Weighted average number of shares outstanding, basic and diluted

(Loss)/Earnings per share, basic and diluted

Earnings per share, basic

of March 31, 2023, 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.

value measurements

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

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:

1 - Unadjusted quoted prices in active markets for identical assets or liabilities.

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.

3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or

fair value for certain assets and liabilities such as cash and restricted cash, accounts receivable, net, other receivables, prepaid

expenses and other current assets, 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.

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 March 31, 2023 and December 31, 2022:

of fair value hierarchy of financial liability

Carrying Value at

Fair Value Measurement at

March 31, 2023

Prepaid forward purchase liabilities

Carrying Value at

Fair Value Measurement at

December 31, 2022

Prepaid forward purchase liabilities

following is a reconciliation of the beginning and ending balance of the financial liability measured at fair value on a recurring basis

for the three months ended March 31, 2023 and for the year ended December 31, 2022:

Schedule of reconciliation of financial

liability measured at fair value on a recurring basis

Prepaid forward

purchase liabilities

Beginning balance as of November 17, 2022

Change in fair value of prepaid forward purchase liabilities

Balance as of December 31, 2022

Change in fair value of prepaid forward purchase liabilities

Balance as of March 31, 2023 (unaudited)

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:

lease transfers ownership of the underlying asset to the lessee by the end of the lease term;

lease grants the lessee an option to purchase the underlying asset that the Company is reasonably certain to exercise;

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;

present value of the sum of the lease payments equals or exceeds 90% of the fair value of the underlying asset;

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

that do not meet any of the above criteria are accounted for as operating leases.

Company combines lease and non-lease components in its contracts under Topic 842, when permissible.

and operating lease right-of-use (“ROU”) assets and lease liabilities are recognized at the commencement date based on the

present value of lease payments over the lease term.

Since the implicit rate for the Company’s leases is not readily determinable,

the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present

value of lease payments.

The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized

basis, an amount equal to the lease payments, in a similar economic environment and over a similar term.

terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease,

as the Company does not have reasonable certainty at lease inception that these options will be exercised.

The Company generally considers

the economic life of its finance or operating lease ROU assets to be comparable to the useful life of similar owned assets.

has elected the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term

of twelve months or less.

Its leases generally do not provide a residual guarantee.

finance or operating lease ROU asset also excludes lease incentives.

Lease expense is recognized on a straight-line basis over the lease

term for operating lease.

Meanwhile, the Company recognizes the finance leases ROU assets and interest on an amortized cost basis.

amortization of finance ROU assets is recognized on an accretion basis as amortization expense, while the lease liability is increased

to reflect interest on the liability and decreased to reflect the lease payments made during the period.

Interest expense on the lease

liability is determined each period during the lease term as the amount that results in a constant periodic interest rate of the office

equipment on the remaining balance of the liability.

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 three months ended March 31, 2023 and 2022, the Company did not recognize impairment loss on its finance

and operating lease ROU assets.

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.

adopted accounting pronouncements

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.

May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update No.

2016-13, Financial Instruments—Credit Losses (Topic

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

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 unaudited

condensed consolidated financial statements.

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 unaudited condensed consolidated balance sheets, statements of operations and comprehensive

income (loss) and statements of cash flows.

4 – Reverse Recapitalization

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.

the consummation of the Business Combination, the following events contemplated by the SPA occurred, based on EUDA’s capitalization

as of November 17, 2022:

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”);

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:

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;

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 );

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 .

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 .

connection with the closing the Business Combination:

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;

8i’s no par value private ordinary shares of 292,250 remained outstanding;

8i’s no par value founder shares of 2,156,250 remained outstanding;

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;

shares of the Company’s no par value ordinary shares were issued to a service provider in connection with the business combination;

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;

following table presents the number of the Company’s ordinary shares issued and outstanding immediately following the Reverse Recapitalization:

of shares issued and outstanding reverse recapitalization

Ordinary Shares

8i ordinary shares outstanding prior to Reverse Recapitalization

redemption of 8i ordinary shares

( 6,033,455 )

Redeemable ordinary shares issuance costs allocated to public warrants and public rights

Conversion of 8i rights

Shares issued to service providers

Conversion of EHL ordinary shares into 8i ordinary shares

Total shares outstanding

was determined to be the accounting acquirer given EHL effectively controlled the combined entity after the SPAC Transaction.

The transaction

is not a business combination because 8i was not a business.

The transaction is accounted for as a reverse recapitalization, which is

equivalent to the issuance of shares by EHL for the net monetary assets of 8i, accompanied by a recapitalization.

EHL is determined as

the accounting acquirer and the historical financial statements of EHL became the Company’s historical financial statements, with

retrospective adjustments to give effect of the reverse recapitalization.

The net assets of 8i were recognized as of the closing date

at historical cost, with no goodwill or other intangible assets recorded.

Operations prior to the Merger are those of EHL and EHL’s

operations are the only ongoing operations of EHL.

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.

following table reconcile the elements of the Reverse Recapitalization to the consolidated statements of cash flows and the changes in

shareholders’ deficit:

of financial statements of reverse recapitalization

November 18, 2022

Funds held in 8i’s trust account

Funds held in 8i’s operating cash account

amount paid to redeem public shares of 8i’s ordinary shares

( 60,839,550 )

payments of transaction costs incurred by 8i

( 2,965,646 )

Accretion of carrying value to redemption value (Deemed dividend)

Ordinary shares subject to possible redemption

4 - Private Placement

with the closing of the IPO, Mr.

Meng Dong (James) Tan purchased an aggregate of 292,250 Private Units at a price of $ 10.00 per Private

Unit for an aggregate purchase price of $ 2,922,500 in a private placement.

The Private Units are identical to the public Units except

with respect to certain registration rights and transfer restrictions.

The proceeds from the Private Units were added to the proceeds

from the IPO to be held in the Trust Account.

If the Company failed to complete an Initial Business Combination within the Combination Period,

the proceeds from the sale of the Private Units would have been used to fund the redemption of the Public Shares (subject to the requirements

of applicable law), and the Private Units and all underlying securities would have expired worthless.

However, the Business Combination was consummated on November 17, 2022.

ACQUISITION 2 CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

5 - Related Party Transactions

January 21, 2021 and February 5, 2021, 8i Holdings Limited paid an aggregate price of $ 25,000 ,

or approximately $ 0.017

per share, to cover certain offering costs in

consideration for 1,437,500

ordinary shares (the “Insider Shares”

or “Founder Shares”).

On April 12, 2021, 8i Holdings Limited transferred an aggregate of 1,437,500

Founder Shares to the Sponsor for $ 25,000 .

On June 14, 2021, the Sponsor transferred 15,000

Founder Shares in the aggregate to the Company’s

directors for nominal consideration.

On October 25, 2021, the Company issued an additional 718,750

ordinary shares which were purchased by the Sponsor

for $ 12,500 ,

resulting in an aggregate of 2,156,250

ordinary shares outstanding.

The issuance was

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

Shares are identical to the ordinary shares included in the Units sold in the IPO.

The Sponsor agreed to forfeit 281,250

Founder Shares to the extent that the over-allotment

option was not exercised in full by the underwriters.

On November 24, 2021, the underwriters exercised the over-allotment option in

full, so there are no

Founder Shares subject to forfeiture.

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

of six months after the date of the consummation of an Initial Business Combination and the date on which the closing price of the Company’s

ordinary shares equals or exceeds $ 12.00

per share (as adjusted for share splits, share

capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after an

Initial Business Combination or earlier, if, subsequent to an Initial Business Combination, the Company consummated a liquidation, merger,

share exchange or other similar transaction which resulted in all of its shareholders having the right to exchange their shares for cash,

securities or other property.

On November 24, 2021, the underwriters exercised the over-allotment option in full, so there are no founder

shares subject to forfeiture.

Note - Related Party

January 12, 2022, Mr.

Meng Dong (James) Tan, the Company’s then Chief Executive Officer and Chairman of the Company’s

board of directors, agreed to loan the Company up to $ 300,000

to cover expenses related to the IPO pursuant to a promissory note (the “January Note”).

On March 18, 2022, Mr.

entered into a promissory note with the Company for $ 500,000

(the “March Note”).

On August 16, 2022, the

Company entered into a promissory note with Mr.

Tan for $200,000 (the “August Note”, together with the January Note and

the March Note, collectively, the “Promissory Notes”).

The Promissory Notes were non-interest bearing and payable

promptly after the date on which the Company consummated an Initial Business Combination.

As of October 31, 2022 and July 31, 2022,

the total amount borrowed under the Promissory Notes was $ 1,000,000

and $ 800,000 ,

payments of forward purchase agreements

( 21,892,527 )

repayments of promissory note – related party of 8i

Proceeds from the Reverse Recapitalization

unpaid deferred underwriting fee

( 2,113,125 )

unpaid transaction costs incurred by 8i

payment and accrued expenses of transaction costs related to the Reverse Recapitalization

( 1,305,580 )

non-cash net assets assumed from 8i

Net contributions from issuance of ordinary shares upon the Reverse Recapitalization

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.

5 – Disposition of Subsidiary

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.

6 – Accounts receivable, net

of accounts receivable

December 31, 2022

Accounts receivable *

Allowance for credit losses

Total accounts receivable, net

of March 31, 2022 and December 31, 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 8).

of allowance for credit losses from account receivables are as follows:

of movements of allowance for doubtful accounts

Beginning balance

Exchange rate effect

Ending balance

7 – Forward Purchase Agreements

November 9, 2022 and November 13, 2022, 8i, EHL, and certain institutional investors, HB Strategies LLC (the “Seller 1”)

and Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B (“Seller 2”) entered into an agreement (the “Prepaid

Forward Agreement 1” and “Prepaid Forward Agreement 2”), respectively, for an equity prepaid forward transaction (the

“Prepaid Forward Transaction 1” and “Prepaid Forward Transaction 2”).

to the terms of the Prepaid Forward Agreements, Seller 1 and Seller 2 may (i) purchase through a broker in the open market, from holders

of Shares other than 8i Acquisition or affiliates thereof, 8i Acquisition’s ordinary shares, no par value, (the “Shares”),

or (ii) reverse Seller 1’s and Seller 2’s prior exercise of redemption rights as to Shares in connection with the Business

Combination (all such purchased or reversed Shares, the “Recycled Shares 1” and “Recycled Shares 2”, respectively).

While Seller 1 and Seller 2 has no obligation to purchase any Shares under the Prepaid Forward Agreement 1 and Prepaid Forward Agreement

2, the aggregate total Recycled Shares 1 and Recycled Shares 2 that may be purchased or reversed under the Prepaid Forward Agreement

1 and Prepaid Forward Agreement 2 shall be no more than 1,400,000 shares and 1,125,000 shares, respectively.

Seller 1 and Seller 2 have

agreed to hold the Recycled Shares 1 and Recycled Shares 2, for the benefit of (a) 8i Acquisition until the closing of the Business Combination

(the “Closing”) and (b) the Company after the Closing (each a “Counterparty”).

Seller 1 and Seller 2 also may

not beneficially own greater than 9.9 % of issued and outstanding Shares following the Business Combination.

key terms of the forward contracts are as follows:

Sellers can terminate the Transaction no later than the later of:

(a) Third Local Business Day following the Optional Early Termination

(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.

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”),

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.

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.

of the closing of the Business Combination on November 17, 2022, the fair value of the prepaid forward purchase liability was determined

to be $ 7,409,550 .

For the three months ended March 31, 2023, the change of fair value of the prepaid forward purchase liability was amounted

to a loss of $ 532,492 .

As of March 31, 2023 and December 31, 2022, the prepaid forward purchase liabilities amounted to $ 20,853,545 and

$ 20,321,053 , respectively.

Meng Dong (James) Tan had the right, but not the obligation, to convert the Promissory Notes, in whole or in part, into private

units (the “Units”) of the Company containing the same securities as issued in the Company’s IPO and by providing

the Company with written notice of its intention to convert the Promissory Notes at least one business day prior to the closing of

an Initial Business Combination.

The number of Units to be received by the Mr.

Meng Dong (James) Tan in connection with such

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

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

The Business Combination was consummated on November 17, 2022 and Mr.

Meng Dong (James) Tan did not exercise his

right to convert the Promissory Notes.

to Related Parties

of October 31, 2022 and July 31, 2022, the total amount contains administrative service fee of $ 113,000 and $ 83,000 accrued by the Company’s

Sponsor, respectively.

the year ended July 31, 2022, Mr.

Meng Dong (James) Tan, the Company’s then Chief Executive Officer and Chairman of the Company’s

board of directors, loaned the Company $ 3,894 to cover certain

operating expenses of the Company.

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

Tan was $ 3,894 and such balance was converted into

promissory note on August 16, 2022.

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

Tan was $ 0 .

ACQUISITION 2 CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Administrative

Company agreed, commencing on the effective date of the IPO, to pay the affiliate of the Company’s Sponsor a monthly fee of

an aggregate of $ 10,000 for office space, utilities and personnel.

This arrangement terminated upon the completion of the Business

For the three months ended October 31, 2022 and 2021,

the Company has incurred $ 30,000 and $ 0 , respectively, of administrative service fee, which is included in formation and operating costs

on the statements of operations.

8 – Credit facilities

loans – bank and private lender

balances on short-term bank loans consist of the following:

of short-term loans

* United Overseas Bank Limited

90 days from disbursement

0.25 % plus prime rate of 5.25 %

Accounts receivable

FS Capital Pte Ltd

Due monthly from February 2023 to July 2024

Guaranteed by Kelvin Chen Weiwen, the Company’s CEO and shareholder

Funding Societies Pte.

Due monthly from April 2022 to March 2023

Guaranteed by Kelvin Chen Weiwen, the Company’s CEO and shareholder

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.

term loans – related parties

of Short-term loans Related parties

Interest Rate

Major shareholder of the Company

June 30, 2023 *

Director of the Company

March 31, 2023 (Extended to December 31, 2023)

May 16, 2023, the Company issued restricted ordinary shares to James Tan in full satisfaction of all obligations of the Company under

balances on promissory note consist of the following:

of short-term loans Promissory note

Kaufaman & Canoles, P.

February 15, 2023 *

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, (2) $ 60,000 within two business days after the date the first amendment to the registration statement is

filed with the SEC, and (3) upon receipt of the payment in (1) and (2), KC agrees to waive the balance of the outstanding amount

and additional amount, including any accrued interest.

notes – third parties

balances on convertible notes consist of the following:

of short-term loans

Maxim Group LLC (“Maxim”)

November 17, 2023

Automatically be converted into the Company’s ordinary shares at $5.00 per share if the balance is not being repaid by the maturity date

Menora Capital Pte Ltd (“Menora”)

November 17, 2023

Right to convert into the Company’s ordinary shares equal to the unpaid Principal Amount as of the Maturity Date divided by the five day VWAP Price of the Company’s ordinary shares immediately preceding the maturity date if the balance is not being repaid by the maturity date

Loeb & Loeb LLP (“Loeb”)

November 17, 2023

(1) 60,000 of the Company ordinary share has been issued to Loeb, which is subject to be returned and cancellation if the Company repaid the full or part of the convertible note, and (2) Loeb has the right to sell the ordinary shares in public market and the earning from the sales should be offset the remaining balance of the convertible note

Shine Link Limited (“Shine Link”)

November 17, 2023

notes – related parties

of short-term loans

Annual Interest Rate

8i Holdings 2 Ptd Ltd (“8i Holding”) (1)

November 17, 2023

Meng Dong (James) Tan (2)

November 17, 2023

Meng Dong (James) Tan, the Company’s related party who had more than 10 % ownership of the Company, is the sole shareholder

and director of 8i Holdings 2 Pte.

Tan has sole voting and dispositive power over the shares.

Meng Dong (James) Tan, the Company’s related party has more than 10 % ownership of the Company.

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.

9 – Other payables and accrued liabilities

Schedule of other

payables and accrued liabilities

Accrued expenses (i)

Accrued payroll

Accrued interests (ii)

Total other payables and accrued liabilities

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.

balance of accrued interests represented the balance of interest payable from short-term loan – bank, private lender, and third

parties (See Note 8).

10 – Related party balances and transactions

party balances

Schedule of related

party balances

receivables – related parties

Name of Related Party

KR Hill Capital Pte Ltd

Shareholders of this entity also are the shareholders of the Company

Related party advance, due on demand

Kent Ridge Medical Ptd Ltd

Shareholders of this entity also are the shareholders of the Company

Related party advance, due on demand

Janic Limited

Shareholder of the Company

Related party advance, due on demand

Cadence Health Pte Ltd *

Shareholders of this entity also are the shareholders of the Company

of date of the issuance of these unaudited condensed consolidated financial statements, this receivable has been repaid by the related

notes – related parties

Note 8 – Credit facilities, convertible notes – related parties.

payables – related parties

Name of Related Party

Shareholder of Scotgold Holding Ltd which is the shareholder of the Company

Operating expense paid on behalf of the Company

CEO and shareholder of the Company

Operating expense paid on behalf of the Company

Kent Ridge Health Pte Ltd (1)

Shareholders of this entity also are the shareholders of the Company

Operating expense paid on behalf of the Company

Kent Ridge Pacific Pte Ltd

Shareholders of this entity also are the shareholders of the Company

Operating expense paid on behalf of the Company

Watermark Developments Ltd

Shareholder of the Company

Operating expense paid on behalf of the Company

Mount Locke Limited

Shareholder of the Company

Operating expense paid on behalf of the Company

UG Digital Sdn Bhd

UGD, subsidiary of the Company owned 40% of this company

Operating expense paid on behalf of the Company

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.

a result, such short-term loan- third party was transfer to other payable, related parties

under KRHPL’s balance as of March 31, 2023.

term loans – related parties

Note 8 – Credit facilities, short term loans – related parties.

party transactions

Schedule of related

party transactions

from related parties

Name of Related Party

For the Three

March 31, 2023

For the Three

March 31, 2022

Cadence Health Pte Ltd

Shareholders of this entity also are the shareholders of the Company

Sales of swab test, and other medical related product

from related parties

Shareholders of this entity also are the shareholders of the Company

Sales of swab test, and other medical related product

from related parties

Name of Related Party

For the Three

Cadence Health Pte Ltd

Shareholders of this entity also are the shareholders of the Company

Medical service fee provided for the third party medical service revenue

from related parties

Shareholders of this entity also are the shareholders of the Company

Medical service fee provided for the third party medical service revenue

Name of Related Party

For the Three

Kent Ridge Pacific Pte Ltd

Shareholders of this entity also are the shareholders of the Company

Office rental

Shareholders of this entity also are the shareholders of the Company

Office rental

11 – Shareholders’ equity

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.

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.

of March 31, 2023, the Company had 8,625,000 Public Warrants outstanding and 292,250 Private Warrants outstanding.

Each whole Public

Warrant and Private Warrant entitles the registered holder to purchase one-half share of the Company’s ordinary share at a price

of $ 11.50 per share, subject to the following conditions discussed below.

Company may redeem the Public Warrants and Private Warrants in whole and not in part, at a price of $ 0.01 per warrant:

at any time while the warrants are exercisable and prior to their expiration,

upon not less than 30 days’ prior written notice of redemption to each warrant holder,

if, and only if, the reported last sale price of the ordinary shares equals or exceeds $ 16.50 per share (as adjusted for share splits,

share dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading days period ending on the third

trading business day prior to the notice of redemption to warrant holders, and,

if, there is a current registration statement in effect with respect to the Ordinary Shares underlying the Warrants for each day in the

30-day trading period and continuing each day thereafter until the Redemption Date or the cashless exercise of the Warrants is exempt

from the registration requirements under the Securities Act of 1933, as amended (the “Act”)

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

Additionally, in no event will the Company be required to net cash settle the warrants.

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.

summary of warrants activity is as follows:

of warrant activities

Shares Issuable

December 31, 2021

December 31, 2022

March 31, 2023 (unaudited)

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:

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

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

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”);

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 $ 40,100,00 0 and (y) net income attributable to EUDA of at least $ 10,100,000 (“Triggering Event 4”).

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.

fair value of the Earnout Shares for Triggering Event 1 and 2 was estimated using the following assumptions:

Schedule of earnout shares

for triggering event

November 17, 2022

Share price of the Company as of closing date

Average daily return rate

Daily volatility for Triggering Event 1

Daily volatility for Triggering Event 2

Risk-free rate for Triggering Event 1

Risk-free rate for Triggering Event 2

Grant Price for Trigging Event 1

Grant Price for Trigging Event 2

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’ deficit and consolidated statements

of operations and comprehensive income (loss) as earnout share payment for the year ended December 31,2022.

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.

12 – Income taxes

Virgin Islands

and SGGL are incorporated in the British Virgin Islands and are not subject to tax on income or capital gains under current British Virgin

In addition, upon payments of dividends by these entities to their shareholders, no British Virgin Islands withholding tax

will be imposed.

Company’s subsidiary operating in Vietnam is subject to the Vietnam Income Tax at a standard income tax rate of 20 %.

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.

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 $ 7,503 (SGD 10,000 ) taxable income and 50% of the next $ 142,549 (SGD 190,000 ) taxable income are exempted from

United States and foreign components of loss before income taxes were comprised of the following:

of components of loss before income taxes

For the Three

$ ( 612,426 )

( 1,799,827 )

Total (loss) income before income taxes

$ ( 2,412,253 )

provision for income taxes consisted of the following:

of provision for income taxes

For the Three

March 31, 2022

Provision for income taxes

following table sets forth the significant components of the aggregate deferred tax assets and liabilities of the Company as of:

of deferred tax assets and liabilities

Deferred Tax Assets/Liabilities

Net operating loss carryforwards

Allowance for doubtful account *

Net lease liability

valuation allowance

Deferred tax assets, net

valuation allowance on all deferred tax assets increased by $ 112,488 as of March 31, 2023 from December 31, 2022.

of March 31, 2023 and December 31, 2022, the Company had net operating losses carry forward (including temporary taxable difference of

bad debt expense) of approximately $ 5.2 million and $ 4.4 million, respectively, from the Company’s Singapore subsidiaries.

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

$ 0.9 million and $ 0.7 million related to Singapore subsidiaries as of March 31, 2023 and December 31, 2022, respectively.

of March 31, 2023 and December 31, 2022, the Company had net operating losses carry forward of approximately $ 18,000 and $ 18,000 , 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 March 31, 2023 and December 31, 2022, respectively.

of March 31, 2023 and December 31, 2022, the Company had net operating losses carry forward of approximately $ 15,000 and $ 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 and $ 4,000 related to its Malaysia

subsidiary as of March 31, 2023 and December 31, 2022, respectively.

tax positions

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 March 31, 2023 and December 31, 2022, the Company

did not have any significant unrecognized uncertain tax positions.

The Company did not incur interest and penalties tax for the three

months ended March 31, 2023 and 2022.

payable consist of the following:

of taxes payable

GST taxes payable

Income taxes payable

13 – Concentrations risks

Major customers

the three months ended March 31, 2023 and 2022, no customer accounted for 10 % or more of the Company’s total revenues.

of March 31, 2023 and December 31, 2022, no customer accounted for 10 % or more of the total balance of accounts receivable.

Major vendors

the three months ended March 31, 2023, no vendor accounted for 10 % or more of the Company’s total purchases.

For the three months

ended March 31, 2022, one vendor which is the Company’s related party accounted for approximately 35.4 % of the Company’s

total purchases.

of March 31, 2023, two vendors accounted for 27.5 % and 18.7 % of the Company’s total balance of accounts payable, respectively.

As of December 31, 2022, two vendors accounted for 27.9 % and 12.1 % of the Company’s total balance of accounts payable, respectively.

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 March 31, 2023 and December 31, 2022, the Company had cash balance of $ 181,395

and $ 138,710 was maintained at DI Scheme banks in Singapore, of $ 19,086 and nil was subject to credit risk, respectively.

Deposit Insurance Corporation (FDIC) standard insurance amount is up to $ 250,000 per depositor per insured bank.

As of March 31, 2023

and December 31, 2022, the Company had cash and restricted cash balance of $ 641,436 and $ 641,461 was maintained at banks in the United

States, of $ 391,436 and $ 391,461 was subject to credit risk, respectively.

While management believes that these financial institutions

are of high credit quality, it also continually monitors their credit worthiness.

Company is also exposed to risk from accounts receivable and other receivables.

These assets are subject to credit evaluations.

allowance has been made for estimated unrecoverable amounts which have been determined by reference to past default experience and the

current economic environment.

Interest rate risk

Company is exposed to interest rate risk while the Company has short-term bank, private lender, and third-party loans outstanding.

interest rates for short-term loans are typically fixed for the terms of the loans, the terms are typically twelve months and interest

rates are subject to change upon renewal.

14 – Commitments and contingencies

Company granted the underwriters a 45-day option to purchase up to 1,125,000 units (over and above the 7,500,000 units referred to above)

solely to cover over-allotments at $ 10.00 per unit.

November 24, 2021, the Company paid cash underwriting commissions of 2.0 % of the gross proceeds of the IPO, or $ 1,725,000 .

underwriters are entitled to a deferred underwriting commission of 3.5 % of the gross proceeds of the IPO, or $ 3,018,750 , which was

paid from the funds held in the Trust Account upon completion of the Business Combination subject to the terms

of the underwriting agreement.

November 24, 2021, the underwriters exercised the over-allotment option in full to purchase 1,125,000 Public Units at a purchase price

of $ 10.00 per Public Unit, generating gross proceeds to the Company of $ 11,250,000 (see Note 3), and were, in aggregate, paid a fixed

underwriting discount of $ 225,000 .

Purchase Option

Company sold to Maxim Group LLC (and/or its designees) an option for $ 100 to purchase up to a total of 431,250 units exercisable, in

whole or in part, at $ 11.00 per unit, between the first and fifth anniversary dates of the effective date of the registration statement

of which the IPO forms a part.

The purchase option may be exercised for cash or on a cashless basis, at the holder’s option.

option and the 431,250 units, as well as the 474,375 shares (which includes the 43,125 ordinary shares issuable for the rights included

in the units), and the warrants to purchase 215,625 shares that may be issued upon exercise of the option, have been deemed compensation

by FINRA and are therefore subject to a lock-up for a period of 180 beginning on the date of commencement of sales of the IPO pursuant

to Rule 5110(e)(1) of FINRA’s Rules, during which time the option may not be sold, transferred, assigned, pledged or hypothecated,

or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the

holders of the Founder Shares issued and outstanding at the closing of the IPO, as well as the holders of the private units (and underlying

securities) and any securities issued to the initial shareholders, officers, directors or their affiliates in payment of working capital

loans made to the Company, are entitled to registration rights pursuant to a registration rights agreement.

The holders of a majority

of these securities are entitled to make up to two demands that the Company registers such securities.

In addition, the holders have

certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s

consummation of the Business Combination.

The Company will bear the expenses incurred in connection with the filing of any such

registration statements.

ACQUISITION 2 CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

and Uncertainties

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

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

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

The unaudited

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

and Other Listing Fees

Company has engaged various professionals, including but not limited, legal advisor, financial advisor, independent registered public

accounting firm, investor relation advisor and other professional firms and listing fees, to provide services in connection with the

Company’s public filings with the U.S.

Securities and Exchange Commission and the Business Combination.

As of October 31,

2022, the professional fees and other listing fees to be incurred up until November 24, 2022, the date which the Company had to consummate

the Business Combination, were estimated to be $ 0.4 million.

7 - Shareholder’s Equity

Company is authorized to issue unlimited ordinary shares of no par value.

Holders of the Company’s ordinary shares are entitled

to one vote for each ordinary share.

of July 31, 2021, the Company had issued an aggregate of 1,437,500

ordinary shares for $ 25,000 ,

of which 187,500

shares were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in the IPO.

October 25, 2021, the Company issued additional 718,750

ordinary shares which were purchased by the Sponsor for $ 12,500 ,

resulting in an aggregate of 2,156,250

ordinary shares outstanding.

The Sponsor agreed to forfeit 281,250

ordinary shares to the extent that the over-allotment option was not exercised in full by the underwriters.

All shares and

associated amounts have been retroactively restated to reflect the share capitalization.

On November 24, 2021, the underwriters

exercised the over-allotment option in full, so there are no longer any shares subject to forfeiture.

warrant entitles the holder to purchase one ordinary share at a price of $ 11.50

per share commencing 30 days after the completion of the Business Combination, and expiring five years after the completion of the

Business Combination.

fractional warrants were issued and only whole warrants trade.

The Company may redeem the warrants at a price of $ 0.01

per warrant upon 30 days’ notice, only in the event that the last sale price of the ordinary shares is at least $16.50 per

share for any 20 trading days within a 30-trading day period ending on the third day prior to the date on which notice of redemption

is given, provided there is an effective registration statement and current prospectus in effect with respect to the ordinary shares

underlying such warrants during the 30 day redemption period.

If a registration statement is not effective within 60 days following

the consummation of the Business Combination, warrant holders may, until such time as there is an effective registration statement

and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a

cashless basis pursuant to an available exemption from registration under the Securities Act.

addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection

with the closing of the Business Combination at an issue price or effective issue price of less than $ 9.50 per share (with such

issue price or effective issue price to be determined in good faith by our board of directors), (y) the aggregate gross proceeds from

such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business

combination, and (z) the volume weighted average trading price of the ordinary shares during the 20 trading day period starting on the

trading day prior to the day on which the Company consummated the Business Combination (such price, the “Market Value”)

is below $ 9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market

Value, and the last sales price of the ordinary shares that triggers the Company’s right to redeem the Warrants will be adjusted

(to the nearest cent) to be equal to 165% of the Market Value.

ACQUISITION 2 CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

8 - Recurring Fair Value Measurements

of October 31, 2022 and July 31, 2022, investment securities in the Company’s Trust Account consisted of a treasury securities

fund in the amount of $ 86,972,255 and $ 86,472,912 , respectively, which was held as money market funds.

The following table presents information

about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of October 31, 2022 and July

31, 2022, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

of Fair Value Assets

As of October 31, 2022

Investments held in Trust Account – Money Market Fund

As of July 31, 2022

Investments held in Trust Account – Money Market Fund

Contingencies

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 unaudited condensed consolidated financial statements.

March 30, 2022, the State Courts of the Republic of Singapore had reached a verdict that the Company’s subsidiaries, KRHSG and

Melana (Defendants) is liable to compensate Jamie Fan Wei Zhi (Plaintiff), the Company’s related party for failing to procure the

release of the Plaintiff from the guarantees to secure a credit line from United Overseas Bank before December 31, 2020.

The Defendants

agree to compensate the Plaintiff the sum of $ 3,704 (SGD 5,000 ) per month as guarantor fee starting from January 1, 2021 until the Defendants

procured the release of the Plaintiff as the guarantor of the loan.

The Defendants released 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

of March 31, 2023, the Company is not currently a party to any material legal proceedings, investigation or claims.

However, the Company

may, from time to time, be involved in legal matters arising in the ordinary course of its business.

While the Company is not presently

subject to any material legal proceedings, there can be no assurance that such matters will not arise in the future or that any such

matters in which the Company is involved, or which may arise in the ordinary course of the Company’s business, will not at some

point proceed to litigation or that such litigation will not have a material adverse effect on the business, financial condition or results

of operations of the Company.

15 – Segment information

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.

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.

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 three months ended March 31, 2023 and 2022:

of segment reporting information

For the Three Months Ended March 31, 2023

Loss from operations

$ ( 696,185 )

$ ( 709,490 )

Income (loss) before income taxes

$ ( 697,161 )

$ ( 612,426 )

Net income (loss)

$ ( 698,146 )

$ ( 613,411 )

Reconciliation

of the Company’s segment net loss before income taxes to the unaudited condensed consolidated statement of operation and comprehensive

income (loss)’s net loss before income taxes for the three months ended March 31, 2023 is as follows:

of consolidated statement of operation and comprehensive income (loss)

net loss before income taxes

Segment loss before income tax

$ ( 612,426 )

Change in fair value of prepaid forward purchase liabilities

Other corporate expenses

( 1,267,335 )

Consolidated net loss before income taxes

$ ( 2,412,253 )

For the Three Months Ended March 31, 2022

Loss from operations

Income (loss) before income taxes

Net income (loss)

accounting principles for the Company’s revenue by segment are set out in Note 3.

of March 31, 2023, the Company’s total assets were composed of $ 1,859,127 for medical services, $ 527,980 for property management

services and $ 23,091,671 for corporate.

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.

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.

16 – Subsequent events

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to November 21, 2022, the date the

unaudited condensed financial statements were available to be issued.

Based upon the review, except as disclosed below, the Company did

not identify any other subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

of Ordinary Shares

of November 14, 2022, the end of the redemption period for the Ordinary Shares issued as part of the units in the Company’s

IPO consummated on November 24, 2021, an aggregate of 6,033,455 Ordinary

Shares were tendered for redemption in connection with the Special Meeting.

The final redemption price was $ 10.0837

per share redeemed with the total redemption value of approximately $ 60.8 million.

Purchase Agreement

November 1, 2022, the Company and Greentree Financial Group, Inc., a Florida corporation “Greentree”) entered into

an agreement (the “Forward Purchase Agreement”) pursuant to which, among other things, (a) Greentree intends, but is not

obligated, to purchase the Company’s Ordinary Shares, after the date of the Forward Purchase Agreement from holders of the Ordinary

Shares, other than the Company or its affiliates, who have redeemed their Ordinary Shares or indicated an interest in redeeming the Ordinary

Shares they hold pursuant to the redemptions rights set forth in the Company’s Current Charter in connection with the Business

and (b) Greentree has agreed to waive any redemption rights in connection with the Business Combination with respect to

any Ordinary Shares it purchases in accordance with the Forward Purchase Agreement.

Such waiver by Greentree may reduce the number of

Ordinary Shares redeemed in connection with the Share Purchase, which reduction could alter the perception of the potential strength

of the Business Combination transaction contemplated by the SPA.

To the extent Greentree purchases

the Company’s Ordinary Shares in accordance with the Forward Purchase Agreement, Greentree may elect to sell and transfer to the

Company, and the Company has agreed to purchase, in the aggregate up to 125,000 Ordinary Shares (the “Investor Shares”) then

held by Greentree on the sixty (60) day anniversary of the date of the closing of the Share Purchase, and pay Greentree at

a price of $ 10.41 per Investor Share (the “Investor Shares Purchase Price”) , out of

the funds held in the Trust Account, the Escrowed Funds.

On November 9, 2022, 8i and Greentree entered into a Termination Agreement

terminating the Forward Purchase Agreement.

Forward Agreements

November 9, 2022, the Company, EUDA and certain institutional investor (the “Seller 1”) entered into an agreement (the

“Prepaid Forward Agreement 1”) for an equity prepaid forward transaction (the “Prepaid Forward Transaction

Pursuant to the terms of the Prepaid Forward Agreement 1, Seller 1 may (i) purchase through a broker in the open market,

from holders of Shares (as defined below) other than the Company or affiliates thereof, the Company’s ordinary shares, no par

value, (the “Shares”), or (ii) reverse Seller 1’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”).

While Seller 1 has no

obligation to purchase any Shares under the Prepaid Forward Agreement 1, the aggregate total Recycled Shares 1 that may be purchased

or reversed under the Prepaid Forward Agreement 1 shall be no more than 1,400,000

Seller 1 agreed to hold the Recycled Shares 1, for the benefit of (a) the Company until the closing of the Business

Combination (the “Closing”) and (b) EUDA after the Closing (each a “Counterparty”).

Seller 1 also may not

beneficially own greater than 9.9 %

of issued and outstanding Shares following the Business Combination.

November 13, 2022, the Company, EUDA Health and certain institutional investor (the “Seller 2”) entered into

another agreement (the “Prepaid Forward Agreement 2”) for an equity prepaid forward transaction (the “Prepaid

Forward Transaction 2”).

Pursuant to the terms of the Prepaid Forward Agreement 2, Seller 2 may (i) purchase through a broker

in the open market, from holders of Shares (as defined below) other than the Company or affiliates thereof, the Company’s

Shares, or (ii) reverse 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 2”).

While Seller 2 has no obligation to

purchase any Shares under the Prepaid Forward Agreement 2, the aggregate total Recycled Shares 2 that may be purchased or reversed

under the Prepaid Forward Agreement 2 shall be no more than 1,125,000

Seller 2 agreed to hold the Recycled Shares 2 for the benefit of (a) the Company until the closing of the Business

Combination (the “Closing”) and (b) EUDA after the Closing (each a “Counterparty”).

Seller 2 also may not

beneficially own greater than 9.9 %

of issued and outstanding Shares following the Business Combination.

Agreement to the SPA

each of November 7, 2022 and November 15, 2022, 8i and the Seller entered into a Waiver Agreement (the “Waiver

Agreements”) waiving among other things, the following conditions to closing of the SPA (the “Closing”), effective

as of the date of Closing:

United Overseas Bank Limited has consented in writing to the consummation of the SPA under each of the Banking Facility Agreement

dated August 21, 2019 between Kent Ridge Healthcare Singapore Private Limited (formerly known as Sheares HMO Private Limited) and

United Overseas Bank Limited and the Deed of Debenture dated October 16, 2019 between Kent Ridge Healthcare Singapore Private Limited

and United Overseas Bank Limited;

Funding Societies Private Limited has consented in writing to the consummation of the Transaction under the Note issuance agreement

(bolt term financing) dated February 23, 2022, along with the investment note certificate dated February 24, 2022 representing the

aggregate value of SGD 100,000

between Kent Ridge Healthcare Singapore Private

Limited as issuer, Chen Weiwen Kelvin as guarantor, Funding Societies Private Limited as an agent acting on behalf of the investors,

and DBS Bank Limited Singapore as escrow agent;

EUDA will have aggregate cash equal to or exceed $ 10.0

million immediately prior to Closing;

certain designees of the Seller, who will receive an aggregate of 1,000,000

ordinary shares of the Company at Closing

will be required to sign the Lock-Up Agreement;

Kent Ridge Health Private Limited shall have irrevocably amended its organizational documents to remove “Kent Ridge”

from its official name;

that the Purchaser shall cause the Company to obtain and fully pay the

premium for the “tail” insurance policies for the extension of the directors’ and officers’ liability coverage

of the Company’s existing directors’ and officers’ insurance policy and the Company’s existing fiduciary liability

insurance policies.

On November 17, 2022, the Company executed a

settlement agreement with one of its vendors (“Vendor 1”) reflecting the agreed terms of addition terms and fees of

which is set forth in a Promissory Note (“Note 1”) with maturity date on November

17, 2023 and subject to the terms and conditions of certain letter agreement.

The Company shall issue 60,000

restricted ordinary shares to the Vendor 1 at an assumed price of $ 5.00

In the event that the Note 1 is paid in full, the Vendor 1 shall return all 60,000

shares to the Company for cancellation.

If any shares sold prior to the maturity date of the Note 1, it shall reduce the amount due and

owing under the Note 1.

In the event the principal amount of $ 300,000

is not paid in full on or prior to November 17, 2023, such amounts shall automatically be converted into the Company’s

ordinary shares with conversion price using the five day volume-weighted average price of the Company’s ordinary shares

immediately preceding November 17, 2023.

On November 17, 2022, the Company executed a

convertible promissory note in the principal amount of $ 2,113,125

due on November

17, 2023 with one of its vendors.

In the event the principal amount is not paid in full on or prior to November 17, 2023,

such amounts shall automatically be converted into the Company’s ordinary shares with conversion price of $ 5.00

On November 17, 2022, the Company executed a promissory

note (“Note 2”) in the principal amount of $ 170,000 due on February 15, 2023 with one of EUDA’s vendors.

bear no interest.

From and after February 15, 2023, if any amount payable is not paid when due, such Note 2 will bear a 15 % interest

rate per annum until paid in full.

On November 17, 2022, the Company executed a convertible

promissory note in the principal amount of $ 82,600 due on November 17, 2023 with the Company’s Sponsor.

In the event the principal

amount is not paid in full on or prior to November 17, 2023, such amount shall automatically be converted into the Company’s ordinary

shares with conversion price using the five day volume-weighted average price of the Company’s ordinary shares immediately preceding

November 17, 2023.

On November 17, 2022, the Company executed a

convertible promissory note in the principal amount of $ 87,500

due on November

17, 2023 with one of EUDA Health’s vendors.

In the event the principal amount is not paid in full on or prior to

November 17, 2023, such amounts shall automatically be converted into the Company’s ordinary shares with conversion price

using the five day volume-weighted average price of the Company’s ordinary shares immediately preceding November 17, 2023.

On November 17, 2022, the Company executed a

convertible promissory note in the principal amount of $ 119,000

due on November

17, 2023 with one of EUDA Health’s vendors.

In the event the principal amount is not paid in full on or

prior to November 17, 2023, such amount shall automatically be converted into the Company’s ordinary shares with conversion

price using the five day volume-weighted average price of the Company’s ordinary shares immediately preceding November 17,

On November 17, 2022, the Company executed a

convertible promissory note in the principal amount of $ 700,000

due on November

17, 2023 with Mr.

Meng Dong (James) Tan, the Company’s former Chief Executive Officer and Chairman of the

Company’s board of directors.

In the event the principal amount is not paid in full on or prior to November 17, 2023, such

amount shall automatically be converted into the Company’s ordinary shares with conversion price using the five day

volume-weighted average price of the Company’s ordinary shares immediately preceding November 17, 2023.

of the Business Combination

November 17, 2022, the Company completed the closing of the Business Combination with EUDA Health.

Company evaluated all events and transactions that occurred after March 31, 2023 up through the date the Company issued these unaudited

condensed consolidated financial statements.

Other than the event disclosed below, there was no other subsequent event occurred that

would require recognition or disclosure in the Company’s unaudited condensed consolidated financial statements.

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.

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, 2022

(see note 8) (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.

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

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

Company refers to these 700,000 restricted ordinary shares as the “Converted Shares.” This conversion is likely resulted

in modification of the convertible notes as the five-day VWAP Price of the Company’s ordinary shares immediately preceding the

conversion date is higher than $1.00 and reduced the carrying amount of the convertible debt instrument with a corresponding increase

in additional paid-in capital .

May 16, 2023, the Company signed settlement agreement (“Settlement Agreement”) with James Tan, pursuant to which the Company

agreed to issue to James Tan an aggregate of 478,200 restricted ordinary shares of the Company in full satisfaction of all obligations

of the Company under the Tan First Loan and the Tan Second Loan.

May 16, 2023, the Company signed settlement agreements (“Settlement Agreements 2”) with two third parties, Shine Link, and

Menora, and a related party, 8i Holding, pursuant to which the Company agreed to issue to Shine Link, Menora, and 8i Holding 87,500 ,

119,000 , and 82,600 restricted ordinary shares of the Company, respectively, in full satisfaction of all obligations of the Company under

the convertible notes balance set forth in Note 8 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

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.

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

Chen amended the Chen Settlement Agreement by entering into a Supplemental Agreement (the “Supplemental Agreement”)

on June 6, 2023, so that the shares issued to Dr.

Chen would be issued at a per share price not less than the closing bid price of $ 1.47

per share on May 15, 2023, the day prior to the execution of the Chen Settlement Agreement.

Pursuant to the Supplemental Agreement, Dr.

Chen has agreed to release and discharge KRHSG of all claims in return for 578,439 ordinary shares at $ 1.47 per share, the closing bid

price of EUDA ordinary shares on May 15, 2023.

Chen has agreed to forfeit and surrender 271,867 ordinary shares of the 850,306 ordinary

shares issued to him on May 16, 2023.

May 16 and May 22, 2023, the Company issued and sold to eight accredited investors an aggregate of 940,000 ordinary shares (the “Placement

Shares”) at $ 1.00 per share for an aggregate to purchase price of $ 940,000 in a private placement in reliance upon the exemption

from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule

506 promulgated thereunder.

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.

the Prepaid Forward Agreements, the maturity date of the Prepaid Forward Transaction 1 and 2 (together, the “Prepaid Forward Transactions”)

(the “Maturity Date”) may be accelerated by the Sellers after any occurrence wherein during any 30 consecutive trading-day

period, the dollar volume-weighted average price of Company’s ordinary shares for 20 trading days is less than $ 3.00 per share.

Pursuant to the Amendments, the parties agreed that the Prepaid Forward Transactions shall be accelerated as of the date of the Amendments,

and accordingly, the 800,000 ordinary shares (or 1,600,000 ordinary shares in the aggregate), became immediately due and payable to the

Sellers upon execution of the Amendments.

The Amendments provide the Sellers with registration rights for the ordinary shares issuable

as Maturity Consideration, and also prohibit the Sellers from selling such ordinary shares on any exchange business day in an amount

greater than 15 % of the daily trading volume of the Company’s ordinary shares on such day.

In addition, as of June 8, 2023 (the

“Maturity Date”), the Sellers became entitled to retain (a) the remaining prepayment amount paid from the Company’s

trust account to the Sellers upon consummation of the Company’s business combination, and (b) the remaining ordinary shares held

by each Seller that were subject to the Prepaid Forward Transactions.

Pursuant to the Amendments, no other fees, consideration or other

amounts are due to the Seller or the Company upon the Maturity Date.

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

What changed 10-Q

Item 1. Financial Statements