What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-07-31 compared with 2022-11-22 · 550 added, 263 removed, 4 unchanged (100% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

to the “Company,” “our,” “us” or “we” refer to 8i Acquisition 2 Corp, which was renamed “EUDA Health Holdings Limited” upon the

closing of the Business Combination on November 17, 2022.

The following discussion

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

condensed financial statements and the notes thereto contained elsewhere in this report.

Certain information contained in the discussion

and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Note Regarding Forward-Looking Statements

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

amended, and Section 21E of the Exchange Act.

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

about future events.

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

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

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

In some cases, you can identify

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

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

or the negative of such terms or other similar expressions.

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

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

Until the consummation of the Business Combination on November 17, 2022,

we were a blank check company, incorporated on January 21, 2021 as a British Virgin Islands business company and formed for the purpose of

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

more businesses.

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

The registration statement for

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

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

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

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

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

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

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

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

Stock Transfer & Trust Company, LLC acting as trustee.

funds held in the Trust Account 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 with EUDA Health Limited.

into Share Purchase Agreement

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

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

and Kwong Yeow Liew, acting as Representative of the Indemnified Parties (the “Indemnified Party Representative”).

to the terms of the SPA, a business combination between us and EUDA Health (the “Business Combination”) was effected

through the purchase by 8i Acquisition 2 Corp.

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

On May 30, 2022, the parties amended the SPA to extend the time for 8i Acquisition 2 Corp to complete its financial, operational and legal due diligence

review of EUDA Health from May 31, 2022 to June 15, 2022.

On June 10, 2022, the parties to the SPA, as amended, entered into a second

amendment of the SPA, pursuant to which parties agreed to (i) reduce the initial consideration to be paid at closing of the Share Purchase;

and (ii) reduce the earnout payments.

On September 7, 2022, the parties to the SPA, as amended, entered into a third amendment of the

SPA, pursuant to which the parties agreed (i) to require two signatories for any and all disbursements of funds from the Purchaser Bank

Account (as defined in the SPA), one of whom will be that of the nominee to the 8i Board of Directors selected by the Sponsor, and (ii)

from the date of Closing until January 2, 2024, not to change the identity of the signatories of the Purchaser Bank Account to either

remove the nominee to the 8i Board of Directors selected by the Sponsor or change the number of authorized signatories of the Purchaser

Bank Account.

the time the SPA was signed, Mr.

Meng Dong (James) Tan, 8i’s then Chief Executive Officer and Chairman of the 8i Board of

Directors owned 10% equity interests in the Seller.

8i received a fairness opinion from EverEdge Global to the effect that the

purchase price to be paid by 8i for the shares of EUDA Health pursuant to the SPA was fair to 8i shareholders from a financial point

of view (the “Fairness Opinion”).

Through his two wholly-owned companies, 8i Enterprises Pte Ltd.

and 8i Capital

Tan purchased additional equity interests in the Seller for $400,000 on August 16, 2022.

At the time of the closing of

Business Combination, Mr.

Tan held 33.3% of the equity interests of the Seller.

Consideration

under the Share Purchase Agreement

Consideration

to the SPA, the initial consideration to be paid at Closing (the “Initial Consideration”) by 8i to Seller for the Share Purchase

was an amount equal to $140,000,000.

The Initial Consideration was payable in 14,000,000 8i Ordinary Shares, no par value (the

“Purchaser Shares”) valued at $10 per share.

To secure Seller’s obligations under the indemnification provisions of

the SPA, 1,400,000 Purchaser Shares (the “Indemnification Escrow Shares”) were withheld from the Purchaser Shares payable

at Closing, and delivered to American Stock Transfer & Trust Company, as Escrow Agent, to be held by the Escrow Agent pursuant

to an escrow agreement, by and among 8i, Seller, and the Indemnified Party Representative (the “Escrow Agreement”).

addition to the Initial Consideration, the Seller may also receive up to 4,000,000 additional Purchaser Shares as an earnout payments

(the “Earnout Shares”) if, within a 3-year period following the Closing, the volume-weighted average price of Purchaser Shares

or certain financial metrics equals or exceeds any of the four thresholds (each, a “Triggering Event”) under the terms and

conditions set forth in the SPA and related transaction documents:

Seller will be issued 1,000,000 additional Purchaser Shares if during the period beginning on the date of Closing (as defined in

the SPA) (the “Closing Date”) and ending on the first anniversary of the Closing Date, the Purchaser Share Price is equal

to or greater than Fifteen Dollars ($15.00) after the Closing Date;

Seller will be issued 1,000,000 additional Purchaser Shares if during the period beginning on the first anniversary of the Closing

Date and ending on the second anniversary of the Closing Date, the Purchaser Share Price is equal to or greater than Twenty Dollars

Seller will be issued 1,000,000 additional Purchaser Shares if the consolidated audited financial statements of EUDA Health for the

fiscal year commencing January 1, 2023 and ending December 31, 2023, reflect that EUDA Health 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 Health of at

least $3,600,000.

Seller will be issued 1,000,000 additional Purchaser Shares if the consolidated audited financial statements of EUDA Health for the

fiscal year commencing January 1, 2024 and ending December 31, 2024, reflect that EUDA Health 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 Health of at

least $10,100,000.

on Alternative Transactions

of Seller and 8i agreed that from the date of the SPA until the Closing, it would not, among other things, (i) initiate any negotiations

with any person concerning an Acquisition Proposal or Alternative Transaction (as such terms are defined in the SPA), (ii) enter into

any agreement, letter of intent, memorandum of understanding or agreement in principle relating to such Acquisition Proposal or Alternative

Transaction, (iii) grant any waiver, amendment or release under any confidentiality agreement or anti-takeover laws, or (iv) otherwise

knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any person to make an Acquisition

Proposal or Alternative Transaction.

Agreements Relating to the Business Combination

connection with the Closing, the Seller and its designees agreed, subject to certain customary exceptions, not to (i) offer, sell contract to sell,

pledge or otherwise dispose of, directly or indirectly, any Lockup Shares (as defined below), (ii) enter into a transaction that would

have the same effect, (iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic

consequences of ownership of the Lock-Up Shares or otherwise or engage in any short sales or other arrangement with respect to the Lock-Up

Shares or (iv) publicly announce any intention to effect any transaction specified in clause (i) or (ii) until the date that is 18 months

after the Closing Date (the “Lock-up Period,” which period may, upon written agreement of 8i and the Seller, be reduced for

one or more holders of the Lockup Shares).

The term “Lockup Shares” mean the Purchaser Shares and the Earnout Shares, if

any, delivered as earnout payment, whether or not earned prior to the end of the Lock-up Period, and including any securities convertible

into, or exchangeable for, or representing the rights to receive ordinary shares of 8i after the Closing.

and Restated Registration Rights Agreement

the Closing, 8i entered into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights

Agreement”) with certain existing stockholders of 8i and with the Seller with respect to their shares of 8i acquired before or

pursuant to the Share Purchase, and including the shares issuable on conversion of the warrants issued to the Sponsor in connection with

8i’s initial public offering and any shares issuable on conversion of working capital loans from Sponsor to 8i (collectively, the

“Registrable Securities”).

The agreement amends and restates the registration rights agreement 8i entered into on November

22, 2021 in connection with its initial public offering.

No later than fourteen (14) calendar days from the closing, the Company is to file

with the SEC a registration statement on Form S-1 covering the resale of all or such maximum portion of the Registrable Securities as

permitted by the SEC.

The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting

from delays in registering the Company’s securities.

The Company will bear the expenses incurred in connection with the filing

of any such registration statements.

At Closing the

Seller agreed to release 8i, EUDA Health, and all of their respective past and present officers, directors, managers, stockholders,

members, employees, agents, predecessors, subsidiaries, affiliates, estates, successors, assigns, partners and attorneys (each, a “Released

Party”) to the maximum extent permitted by law, from any and all claims, obligations, rights, liabilities or commitments of any

nature whatsoever against 8i, EUDA Health, or any of the Released Parties, arising at or prior to the Closing, or related to any act,

omission or event occurring, or condition existing, at or prior to the Closing.

The Seller does not release 8i, EUDA Health, or any of

the Released Parties from claims arising after the date of the Seller Release, any of the other ancillary agreements to the SPA, or any

organizational or governing documents or, of any indemnification agreements with, 8i or any of its subsidiaries.

connection with the Business Combination, we filed a preliminary proxy statement and will file relevant materials with the Securities

and Exchange Commission (the “SEC”), including a definitive proxy statement on Schedule 14A.

Promptly after filing our definitive

proxy statement with the SEC, we mailed the definitive proxy statement and a proxy card to each stockholder entitled to vote at the

special meeting relating to the acquisition.

For more information about the Business

Combination, please refer to the preliminary proxy statement, the definitive proxy statement and other relevant materials in connection

with the acquisition, and any other documents filed by us with the SEC, which may be obtained free of charge at the SEC’s website

(www.sec.gov) or by writing to us at 6 Eu Tong Sen Street, #08-13 The Central, Singapore 059817.

and Capital Resources

October 31, 2022 and July 31 2022, we had $265,852 and $193,546 in cash, and working deficit of $1,706,946 and $1,408,615, respectively, (excluding deferred

offering costs and investments held in trust account), respectively.

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

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

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

generating gross proceeds of $86,250,000.

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

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

Simultaneously

with the IPO, we sold to Mr.

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

of $2,922,500.

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

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

Except for the $100 for the Unit Purchase

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

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

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

On June 14, 2021, our Sponsor transferred

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

On October 25, 2021, we issued an additional 718,750

ordinary shares which were purchased by our Sponsor for $12,500, resulting in an aggregate of 2,156,250 ordinary shares outstanding.

January 12, 2022, Mr.

Meng Dong (James) Tan, the then Chief Executive Officer of the Company, agreed to loan the Company up to

$300,000 to cover expenses related to the Business Combination pursuant to a promissory note (the “Note 1”).

was non-interest bearing and payable promptly after the date on which the Company consummated an Initial Business Combination.

October 31, 2022, the total amount borrowed under the Note 1 was $300,000.

March 18, 2022, Mr.

Meng Dong (James) Tan, the then Chief Executive Officer of the Company, agreed to loan the Company up to another

$500,000 to cover expenses related to the Business Combination pursuant to a promissory note (the “Note 2”).

was non-interest bearing and payable promptly after the date on which the Company consummated an Initial Business Combination.

October 31, 2022, the total amount borrowed under the Note 2 was $500,000.

August 16, 2022, Mr.

Meng Dong (James) Tan, the then Chief Executive Officer of the Company, agreed to loan the Company up to

another $200,000 to cover expenses related to the Business Combination pursuant to a promissory note (the “Note 3”).

Note 3 was non-interest bearing and payable promptly after the date on which the Company consummated an Initial Business

As of October 31, 2022, the total amount borrowed under the Note 3 was $200,000.

and Uncertainties

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

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

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

The financial statements do not

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

following discussion and analysis of our results of operations and financial condition should be read together with our unaudited condensed

consolidated financial statements and the notes thereto, which are included elsewhere in this Report and our Annual Report on Form 10-K

for the year ended December 31, 2022 (the “Annual Report”) filed with the SEC.

Our unaudited condensed consolidated financial

statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

mission is to make high-quality, personalized healthcare affordable and accessible for all our patients.

Our aim is to provide a one

stop healthcare and wellness services through our propriety platform.

We currently have operations in Singapore and expect to expand

across Southeast Asia.

January 2020, we acquired 100% of the equity interests in Super Gateway Group Limited (“SGGL”), which engaged in the property

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

We aimed to build an Omni-channel health care and products platform in economies of scale and cross-sell opportunities which would allow

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

Headquartered

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

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

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

What makes us unique is the integration of Artificial Intelligence (AI) and Machine Learning (ML), which provides real-time actionable

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

gathers numerous data points and performs predictive analysis, where it can compare events and results over time to identify trends across

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

Its AI applications supported on our

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

and analyze MRIs and X-rays.

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

promote standardization of diagnostics, which effectively eliminates inefficiencies.

Through our software platform, it aims to deliver

data-driven, personalized quality insights to patients while they are at the doctor’s office in order to provide them with different

healthcare and treatment choices.

aim to provide a series of products and services through its network and offer an array of complementary products and services to deepen

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

market and promote our Medical Urgent Care services to healthcare provider organizations throughout Singapore using a go-to-market and

direct sales organization composed of highly trained and technical team members that are segmented into several highly targeted and coordinated

These dedicated sales teams develop content and identifies prospects that the sales development team research and qualify to generate

high-grade, actionable sales programs.

Our sales and marketing department leverages on their deep experience to deliver an urgent care

solution tailor-fit to the size and specialty of each practice.

Through this targeted, coordinated approach, we are able to maximize

resource allocation and allow its sales teams to concentrate on execution.

utilize both an inside and outside direct sales force to execute on the qualified marketing programs, partnering with client services

to ensure the prospect is educated on the breadth of our capabilities and demonstrable value proposition.

Medical and clinical partners

also play an important role in marketing and selling our products to its customer base.

These partners may shorten the sales cycle and

lower the customer acquisition costs.

For example, through the Clinic Management System (CMS) partners, we are able to embed its technology

into existing health system technology infrastructure which, as a competitive differentiator, may lead to a higher win rate.

sales and marketing department is primarily responsible for planning and developing its overall marketing strategy, conducting market

research, coordinating the sales and marketing activities to attract new customers and maintain and strengthen relationships with existing

customers, managing the efforts in relation to tender bids and negotiating the terms of our Property Management Service and Security

Service contracts.

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

information channels include websites or other platforms on which property developers or property owners’ associations announce

tender opportunities, uncovering business opportunities by way of recommendation or frequent communication with customers and other industry

players, and organizing promotional events to showcase our service offerings.

we implement various incentive measures to encourage the sales teams to obtain property management service contracts of properties developed

by third-party developers through research and analysis of and communication with target customers in the real estate industry and taking

advantage of our resources and expertise.

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

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

and residents.

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

believe that our platform will eventually provide a full continuum of healthcare services integrated with healthcare data analytics to

drive improved outcomes for patients.

To achieve this, we aim to continuously build towards a consumer-centric digital ecosystem to allow

clients and patients to gain access to quality healthcare while keeping costs affordable.

We incorporate AI and ML on the platform and

implements relevant solutions to a wide variety of healthcare and homecare services that it currently provides.

AI-driven advancement

will be increasingly visible throughout the healthcare journey including a strong potential for interactive virtual assistants to improve

patient experience and clinician operational workflow.

We believe in incorporating technology into the traditional medical services market

and creating an end-to-end ecosystem that provides a comprehensive suite of healthcare and wellness services adds great value.

November 17, 2022, we consummated the business combination contemplated by the “SPA” between us, Euda Health Limited (“EHL”),

Watermark Developments Limited, a British Virgin Islands business company (“Watermark” or the “Seller”) and the

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

As contemplated

by the SPA, a business combination between us and EUDA was effected by the purchase by us of all of the issued and outstanding shares

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

in connection with the consummation of the Share Purchase, we have changed our name to “EUDA Health Holdings Limited.” The

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

connection with the Closing of the Business Combination, we issued convertible notes in an aggregate principal amount of $3,402,225 (the

“Convertible Notes”) in a private placement to certain advisors.

Indeterminate or fixed number of ordinary shares (the “Convertible

Note Shares”) could be issuable upon the conversion of the Convertible Notes.

Factors that Affect Operating Results

Presence and wide Network of Partners to Complement our “Always-On” Approach

provide 24/7 concierge-level care coordination services for our high-risk members.

As a digital health company, we strongly believe in

advocating the presence of healthcare at any time and any place needed by our customers.

Our coordination specialists are trained to

cover all emergency, primary and specialty services and provide the highest level of personalized medical concierge level services at

the push of a button.

Furthermore, we strengthen this capability through our geographical presence and wide network of relationships

with medical partners.

We have a sizeable number of medical partners across the healthcare spectrum, ranging from ambulatory service

providers and General Practitioner (GP) clinics to hospitals and specialist consultants.

The widest range urgent care options are usually

based around pricing, proximity, choice of treatment and medications.

Therefore, our relationship with medical partners gives a great

competitive edge as we are able to provide top notch round-the-clock healthcare services based on the requirements expected from our

of Key Management Team Members

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

Our management team comprises executives with extensive

experience in Healthcare, Technology, Insurance & Consumer Experience segments.

The wide array of industries captured by our management

team allows us to deliver superior products and services to Our customers as the management team possesses an in-depth understanding

of the pain points prevalent in the industry.

The combination has also enabled us to address the market gap in the healthcare industry

with an innovative data driven all-in-one healthcare platform.

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

loss of our Chief Technology Officer in May 2023, might affect our quality of services clients are currently receiving and might lead

to our clients to seek medical service from other medical providers.

Personnel Discharge of their Duties

for any reason, one or more of our employees are unable to discharge their duties properly or in the best interest of us in the property

management sector, that may have an adverse impact on our reputation and our brand and our attractiveness to retain our shopping malls,

business office buildings, or residential apartments clients.

We may as result potentially lose future revenue from our existing clients

to retain our property management services.

in Digitalization and Innovation for Digital Care Capabilities

are constantly investing in AI technology that is designed to help expand patient engagement while improving efficiencies, reducing the

cost of care and promoting better care coordination.

For example, there is an AI deployment enabling a patient-provider matching tool,

allowing patients to input our preference for doctors, timing and area of specialist onto our platform, and our platform will synthesize

patient’s preference to ensure best matches to boost efficiency and user experience.

Continued investment in interoperability,

including remote patient monitoring, advanced analytics and lab services as well as the home delivery of pharmaceuticals, is expected

to allow us to expand its use cases.

Our investments in interoperability with other technologies have also allowed them to partner with

innovative companies to develop unique products and services.

Our strategic partnerships allow our services to be accessed directly through

our interfaces.

We believe these partnerships will differentiate our offerings and add new capabilities to drive demand and add value

for our clients.

Ability to Leverage Existing Sales Channels and Penetrate New Markets

have developed a highly effective distribution network to target large employers and is committing incremental sales and marketing resources

to the small-medium enterprises to increase our penetration within this market.

Additionally, we intend to further penetrate the medical

provider market, notably hospitals and group physician practices, as we believe our solution offers the medical community an attractive

platform from which to generate substantial income by acquiring new patients and to better participate in emerging risk-sharing and value-based

payment models.

With expanded access to available health insurance, we also intend to pursue health insurance companies about our services,

hence, which will represent an attractive new sales channel.

of Operations

of October 31, 2022, prior to the Business Combination, we had not commenced any operations.

All activity for the period from

January 21, 2021 (inception) through October 31, 2022 relates to our formation and the IPO.

We have neither engaged in any

operations nor generated any revenues as of October 31, 2022.

We will not generate any operating revenues until after the completion of the Business Combination, at the earliest.

We will generate non-operating income in the form of interest income on cash and cash

equivalents from the proceeds derived from the IPO.

We expect to incur increased expenses as a result of being a public company (for

legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

the three months ended October 31, 2022, we had net income of $201,012, which consisted of $499,343 of dividends earned on marketable

securities held in the Trust Account, offset by formation and operating costs of $298,331.

the three months ended October 31, 2021, we had a net loss of $45,587 consisting of formation and operating costs.

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

of the Three Months Ended March 31, 2023 and 2022

For the Three Months Ended March 31,

Cost of revenues

Selling expenses

General and administrative expenses

Research and development expenses

(Loss) income from operations

Other (loss) income, net

Provision for income taxes

Net (loss) income

Net income attributable to noncontrolling interest

Net (loss) income attribute to EUDA

$ (2,414,645 )

$ (2,637,230 )

revenues are derived from medical services, product sales, and property management services.

Total revenues decreased by approximately

$1.0 million, or 36.3%, to approximately $1.7 million for the three months ended March 31, 2023 as compared to approximately $2.7 million

for the three months ended March 31, 2022.

The decrease of the total revenue was mainly attributable to the decrease of our medical service

and our property management services by approximately $0.8 million and $0.2 million, respectively.

revenues from our revenue categories are summarized as follows:

For the Three

Medical services – specialty care

Medical services – general practice

Medical services – general practice (related parties)

Medical services – subtotal

Product sales

Property management services

Total revenues

from medical services decreased by approximately $0.8 million, or 49.2%, to approximately $0.8 million for the three months ended March

31, 2023 from approximately $1.6 million for the three months ended March 31, 2022.

The decrease was mainly due to decrease in average

usage of our specialty care services per corporate client from approximately $3,700 for the three months ended March 31, 2022 to approximately

$2,140 for the three months ended March 31, 2023 as less employees/patients was reported injured and seek for our medical service from

our corporate clients.

Approximately 993 and 1,300 employees/patients from our corporate clients had utilized our healthcare services

during the three months ended March 31, 2023 and 2022, respectively.

As a result, our corporate clients had utilized less of our specialty

healthcare services.

addition, decrease in revenue from medical services also attributable to decrease in number of our corporate clients from approximately

400 for the three months ended March 31, 2022 to approximately 370 for the three months ended March 31, 2023 due to increase market competition.

did not generate revenues from product sales for the three months ended March 31, 2023 while we have insignificant revenue generated

for the three months ended March 31, 2022.

management services

from property management services decreased by approximately $0.2 million, or 17.7%, to approximately $0.9 million for the three months

ended March 31, 2023 from approximately $1.1 million for the three months ended March 31, 2022.

Property management services revenue

decreased mainly due to the decrease of property management units that we managed with and without our security guard services.

of properties managed without security guard service decreased from 39 units for the three months ended March 31, 2022 to 34 units for

the three months ended March 31, 2023.

The number of properties managed with security guard services decreased from 13 units for the

three months ended March 31, 2022 to 11 units for the three months ended March 31, 2023.

Currently, we do not have any property management

services provided to any medical clinics.

percentage of property management services revenue from each property type are summarized as follows:

For the Three

Residential Apartments

Commercial Units

Historically,

we provided more property management services in the residential apartments than in the commercial units during the three months ended

March 31, 2023 and 2022.

cost of revenues decreased by approximately $0.1 million or 7.2%, to approximately $1.3 million for the three months ended March 31,

2023 as compared to approximately $1.4 million for the three months ended March 31, 2022.

The decrease in cost of revenues was mainly

due to the decrease of cost of revenue from property management service while offset by the increase of cost of revenue from medical

cost of revenues from our revenue categories are summarized as follows:

For the Three

Cost of revenues

Medical services – specialty care

Medical services – specialty care (related party)

Medical services – general practice

Medical services– subtotal

Product sales

Property management services

Total cost of revenues

cost of revenues from medical services increased by approximately $55,000 or 9.9% to approximately $607,000 the three months ended March

31, 2023 from approximately $553,000 the three months ended March 31, 2022.

The increase in cost of revenues from our medical services

was due to price increase from our third-party clinic service providers despite decrease in our revenues from medical services.

in cost of revenues from medical services – specialty care of approximately $0.6 million or 1,298.5% was mainly because beginning

in April 2022, we directly utilized the third-party clinic service providers and no longer utilized our related party vendor, Cadence

Same reason was applied to the decrease in cost of revenues from medical services – specialty

care (related party) of approximately $0.5 million or 100.0%.

Historically, EUDA’s specialty care medical services provided by

the third-party clinic service providers were insignificant until March 2022 and majority of the cost of revenue from EUDA’s specialty

care medical services for the three months ended March 31, 2022 were provided by our related party vendor, Cadence.

Our general practice

medical services were insignificant to our operations for the three months ended March 31, 2023 and 2022.

cost of revenues from property management services decreased by approximately $0.1 million, or 17.5%, to approximately $0.7 million for

the three months ended March 31, 2023 from approximately $0.8 million for the three months ended March 31, 2022.

The decrease in cost

of revenues from property management services is in line with our decrease of revenues from property management services which was mainly

due to the decreased number of property management units that we managed, and the decreased number of property management employees.

gross profit from our major revenue categories is summarized as follows:

For the Three

Medical services

Gross profit percentage

Product sales

Gross loss percentage

Property management services

Gross profit percentage

gross profit decreased by approximately $0.9 million, or 23.9%, to approximately $0.4 million for the three months ended March 31, 2023

from approximately $1.3 million for the three months ended March 31, 2022.

The decrease in gross profit is primarily due to decrease

of gross profit from medical service as a result of the decrease of revenue from medical service and increase of the related cost of

The decrease in gross profit also due to the decrease of our revenues from our property management services.

the three months ended March 31, 2023 and 2022, Our overall gross profit percentage was 23.8% and 47.7%, respectively.

The decrease in

gross profit percentage of 23.9% was primarily due to the decrease of our medical services gross profit percentage of 41.2%.

profit percentage for medical services was 23.3% and 64.5% for the three months ended March 31, 2023 and 2022, respectively.

of gross profit percentage of 41.2% was mainly due to price increase from our major third-party service providers.

Beginning in April

2022, we directly utilized clinic service from the third-party providers instead of from our related party, Cadence.

operating expenses increased by approximately $1.2 million, or 99.0%, to approximately $2.4 million for the three months ended March

31, 2023 from approximately $1.2 million for the three months ended March 31, 2022.

The increase was mainly attributable to the increase

of general and administrative expenses of approximately $1.2 million.

increase of approximately $1.2 million in general and administrative expenses was mainly attributable to an approximately $1.2 million

increases in professional fees, including but not limited to, attorney, auditors and consulting expenses.

increase of approximately $0.04 million in selling expenses was mainly attributable to the approximately $0.2 million increase in advertising,

marketing and entertainment expenses as we increased spending in more advertisement posting, and corporate relationship to develop more

potential corporate clients, offset by the approximately $0.2 million decrease in sales commission paid to our sales representative as a

result of less revenue generated for the three months ended March 31, 2023.

Other(expenses)

other income (expenses), net is summarized as follows:

For the Three

Other (Expense) Income

Interest expense, net

Gain on disposal of a subsidiary

Change in prepaid forward purchase liabilities

Total Other (Expense) Income, net

other expense, net was amounted to approximately $0.4 million for the three months ended March 31, 2023 while total other income, net

was amounted to approximately $0.2 million for the three months ended March 31, 2022.

The changes were mainly due to the following:

in fair value of prepaid forward purchase liabilities

incurred a loss from change in fair value of prepaid forward purchase liabilities amounted approximately $0.5 million for the three months

ended March 31, 2023 as we entered into two equity prepaid forward transactions in November 2022, which required for fair value accounting.

interest expense, net decreased was due to less outstanding loans with similar interest rate and credit card facilities fee during the

three months ended March 31, 2023 as compared to the same period in 2022.

decrease of other income of approximately $37,000 was because we received less government grant from Singapore Job Scheme for the three

months ended March 31, 2023.

for income taxes

provision for income taxes decreased by approximately $5,000 for the three months ended March 31, 2023 as compared to the same period

Our provision for income taxes amounted to approximately $1,000 and $6,000 for the three months ended March 31, 2023 and 2022,

respectively.

The decrease in provision for income taxes is mainly due to decrease of net income before income tax.

(loss) income

incurred a net loss was approximately $2.4 million for the three months ended March 31, 2023, while we had a net income of approximately

$0.2 million for the three months ended March 31, 2022.

Changes from net income for the three months ended March 31, 2022 to net loss

for the same period in 2023 was predominately due to the reasons as discussed above.

and Capital Resources

assessing liquidity, we monitor and analyze cash on-hand and operating and capital expenditure commitments.

Our liquidity needs are

to meet working capital requirements, operating expenses and capital expenditure obligations.

Debt financing in the form of

short-term borrowings from banks, private lenders, third parties and related parties and cash generated from operations have been

utilized to finance working capital requirements.

As of March 31, 2023, our negative working capital was approximately $6.5 million,

and we had cash of approximately $0.8 million.

have experienced recurring losses from operations and negative cash flows from operating activities since 2020 as the digital health

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

consumer acceptance and market adoption.

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

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

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

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

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

Similarly, individual and healthcare industry concerns

or negative publicity regarding patient confidentiality and privacy in the context of digital health could restrict market acceptance

of our healthcare services.

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

or results of operations.

potential economic recession and uncertainty in financial markets have resulted in changes in market conditions and produced market volatility.

The impact of inflation and rising interest rates may affect the financial performance of the customers we serve and influence customer

Despite these uncertainties, we continue to seek growth in terms of new and additional corporate clients.

We currently rely mainly

on organic growth driven by an increase in corporate clients.

If we are unable to retain the active customers while attracting new customers,

it could result in a loss of future revenue and will deteriorate our liquidity and operating cash flow.

As a result, we have an ongoing

need to raise additional cash from outside sources to fund our expansion plan and related operations.

Successful transition to attaining

profitable operations is dependent upon achieving a level of revenues adequate to support our cost structure.

In connection with our

assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update

(“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,”

management has determined that these conditions raise substantial doubt about our ability to continue as a going concern within one year

after the date that our unaudited condensed consolidated financial statements are issued.

The management’s plan in addressing this

uncertainty is through the following sources:

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

support and credit guarantee commitments from our related parties;

light of the disparity between the exercise price of the warrants and our current trading price, it is very unlikely that any potential

proceeds from the exercise of our warrants will be realized in the near future.

We are in active discussions with underwriters regarding

a potential financing transaction through the issuance of convertible notes and our goal is for such transactions to be completed in

the fourth quarter of 2023 to improve our liquidity and capital resource needs.

February 2, 2023, Mr.

Alfred Lim, our independent director, loaned us an amount of $128,750 for working capital purposes.

January to May 2023, Mr.

Meng Dong (James) Tan, one of our shareholders who currently owns approximately 28% of our ordinary shares,

loaned us in an aggregate amount to approximately $ 0.5 million for working capital purposes.

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

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

we need to seek additional capital prior to the potential convertible notes financing transaction, we may continue to go to our related

parties for additional financial support.

If the trading price of our ordinary shares experiences a further decline following or as a

result of this offering, it will negatively impact our ability to raise additional capital on favorable terms, if at all.

accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the

realization of assets and the satisfaction of liabilities in the normal course of business and, as such, the financial statements do

not include any adjustments relating to the recoverability and classification of recorded amounts or amounts and classification of liabilities

that might be necessary should we be unable to continue in existence.

following summarizes the key components of cash flows for the three months ended March 31, 2023 and 2022.

For the Three Months Ended

Net cash used in operating activities

Net cash used in investing activities

Net cash provided by financing activities

Effect of exchange rate change on cash and restricted cash

Net change in cash and restricted cash

cash used in operating activities was approximately $0.5 million for the three months ended March 31, 2023 and was primarily attributable

to (i) approximately $2.4 million in net loss as discussed above, offset by (i) approximately $0.2 million decrease in account receivable

as we collect our revenue in a more timely basis, (ii) approximately $0.2 million increase in accounts payable mainly due to the increase

usage of medical services and related medical products from third party service providers, (iii) approximately $0.9 million increase

in other payables and accrued liabilities mainly resulted from accrued professional fees, and (iv) approximately $0.5 million in change

in fair value of prepaid forward purchase liabilities.

cash used in operating activities was approximately $0.3 million for the three months ended March 31, 2022 and was primarily attributable

to (i) approximately $0.3 million increase in accounts receivable, and (ii) approximately $0.2 million decrease in accounts payable –

related party, offset by (i) approximately $0.2 million in net income, and (ii) approximately $54,000 in non-cash items such as depreciation

and amortization.

did not incur any cashflow from investing activities for the three months ended March 31, 2023.

cash used in investing activities was approximately $29,000 for the three months ended March 31, 2022 and was attributable to approximately

$26,000 loan to a third party, and approximately $3,000 in cash released upon disposal of a subsidiary.

cash provided by financing activities was approximately $0.5 million for the three months ended March 31, 2023 and was primarily attributable

to (i) approximately $0.2 million borrowings from short-term loans – bank and private lender, and (ii) approximately $0.4 million

borrowing from short-term loans related parties and other payables- related parties , offset by approximately $57,000 repayments to short-term

loans – bank and private lender.

cash provided by financing activities was approximately $0.3 million for the three months ended March 31, 2022 and was primarily attributable

to approximately $0.3 million borrowings from other payables – related parties, approximately $11,000 repayments from other receivable

– related parties, and approximately $74,000 proceeds from short-term loans – bank and private lender, offset by approximately

$21,000 repayments to short-term loans – bank and private lender, and approximately $2,000 payment of finance lease liabilities.

and Contingencies

the normal course of business, we are subject to loss contingencies, such as legal proceedings and claims arising out of our business,

that cover a wide range of matters, including, among others, government investigations and tax matters.

In accordance with ASC No.

“Loss Contingencies”, we will record accruals for such loss contingencies when it is probable that a liability has been incurred

and the amount of loss can be reasonably estimated.

following table summarizes our contractual obligations as of March 31, 2023:

Payments due by period

Contractual obligations

Short-term loans -bank and private lender

Short-term loans – relat ed

Other payable – related parties

Promissory note

Operating lease obligations

Convertible notes – third parties

Convertible notes- related parties

Finance lease obligations

the three months ended March 31, 2023 and 2022, we did not purchase any equipment for use in medical services or equipment for operational

Meanwhile, as of March 31, 2023, we do not have any other material commitments to capital.

Sheet Arrangements

of March 31, 2023 and December 31, 2022, we have no off-balance sheet arrangements including arrangements that would affect liquidity,

capital resources, market risk support and credit risk support or other benefits.

Growth Company

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

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

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

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

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

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

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

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

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

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

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

We have elected to use such extended transition

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

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

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

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

because of the potential differences in accounting standards used.

Accounting Policies and Estimates

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

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

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

results could materially differ from those estimates.

We have identified the following critical accounting policies and estimates:

Shares Subject to Possible Redemption

account for ordinary shares that were 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 our control) are classified as temporary equity.

At all other times, ordinary shares are classified as

shareholders’ equity.

Our ordinary shares featured certain redemption rights that were considered to be outside of our control

and subject to occurrence of uncertain future events.

Accordingly, ordinary shares that were subject to possible redemption are

presented at redemption value (plus any interest earned on the Trust Account) as temporary equity, outside of the

shareholders’ equity section of our balance sheets.

Loss Per Ordinary Shares

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

The statements of operations include a presentation

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

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

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

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

any dividends paid.

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

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

Subsequent to calculating

the total income (loss) allocable to both sets of shares, we 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, reflective of the respective participation

Offering Costs

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

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

Offering costs are allocated

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

IPO proceeds received.

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

statements and accompanying notes have been prepared in accordance with U.S.

The preparation of these financial statements and

accompanying notes requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and

expenses, and related disclosure of contingent assets and liabilities.

Estimates are based on historical experience and on various other

assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about

the carrying values of assets and liabilities that are not readily apparent from other sources.

We have identified certain accounting

policies that are significant to the preparation of financial statements.

These accounting policies are important for an understanding

of our financial condition and results of operation.

Critical accounting policies are those that are most important to the portrayal

of our financial conditions and results of operations and require management’s difficult, subjective, or complex judgment, often

as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods.

Certain accounting estimates are particularly sensitive because of our significance to financial statements and because of the possibility

that future events affecting the estimate may differ significantly from management’s current judgments.

Our significant accounting

policies are more fully described in Note 3 to the unaudited condensed consolidated financial statements, but we believe that the following

critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements.

Accounts receivable, net

Prepaid forward purchase liabilities

Revenue Recognition

of Estimates and Assumptions

preparation of 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 our unaudited condensed consolidated financial statements include estimates

of allowances for doubtful accounts, valuation of prepaid forward purchase, valuation allowance of deferred tax assets, and other provisions

and contingencies.

Actual results could differ from these estimates.

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 our customers.

The carrying value of accounts receivable is reduced by an allowance

that reflects our 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, we adopted ASU No.2016-13 “Financial

Instruments – Credit Losses (Topic 326):

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

We used a modified retrospective approach, and the adoption does not have an impact on our unaudited condensed consolidated financial

To estimate expected credit losses, we have identified the relevant risk characteristics of the receivables which include

size and nature.

Receivables with similar risk characteristics have been grouped into pools.

For each pool, we consider the past collection

experience, current economic conditions and future economic conditions (external data and macroeconomic factors).

This is assessed at

each quarter based on the specific facts and circumstances.

Our management reviews the adequacy of the allowance for doubtful accounts

on an ongoing basis, using historical collection trends and aging of receivables.

Currently, our policy is to provide 100% allowance

on balance over 2 years past due, 40% allowance on balance between 1 – 2 years past due, 10% allowance on balance between 10 –

12 months past due, 10% on balance between 7 – 9 months past due, and 10% on balance between 4 – 6 months past due.

Our management also periodically evaluates individual customer’s

financial condition, credit history, and the current economic conditions to make adjustments in the allowance when it is considered necessary.

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

forward purchase liabilities

connection with the Forward Purchase Agreement, we recognized prepaid forward purchase liabilities in accordance with ASC 480-10-25-8

by using carry and reverse carry arbitrage model to determine the fair value of the prepaid forward purchase liabilities as we have the

obligation to pay cash to settle the maturity consideration.

accordance with ASC 480, Distinguishing Liabilities from Equity , we have determined that the prepaid forward contract is a financial

instrument other than a share that represent or are indexed to obligations to repurchase the issuer’s equity shares by transferring

assets, referred to herein as the “prepaid forward purchase liability” on the consolidated balance sheets.

We initially measure

the prepaid forward purchase liability at fair value and measured subsequently at fair value with changes in fair value recognized in

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 and 2022, the change of fair value of the prepaid forward purchase liability

was amounted to a loss of $532,492 and nil, respectively.

As of March 31, 2023 and December 31, 2022, the prepaid forward purchase liabilities

amounted to $20,853,545 and $20,321,053, respectively.

We account for warrants as

either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable

authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480, Distinguishing Liabilities from Equity (“ASC 480”)

and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment considers whether the warrants are freestanding

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

meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our ordinary

shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of our control,

among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the

time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants

that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time

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

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

replaced by our public and private warrants.

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

was recognized.

account for income taxes in accordance with U.S.

GAAP for income taxes.

The charge for taxation is based on the results for the fiscal

year as adjusted for items, which are non-assessable or disallowed.

It is calculated using tax rates that have been enacted or substantively

enacted by the balance sheet date.

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.

Our assumptions on valuation allowance includes

our subsidiaries historical operating result and likelihood of whether we expect we can realize such deferred tax assets in the near

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.

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 January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption

permitted beginning on January 1, 2021.

We have determined not to early adopt.

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

have an effect on our financial statements.

Note 3 of the notes to the unaudited condensed consolidated financial statements for a discussion of recently issued accounting standards.

Quantitative and Qualitative Disclosures about Market Risk

are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise

required under this item.

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 2. Management’s Discussion and Analysis