What changed in this filing

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Item 1A. Risk Factors

2025-11-12 compared with 2024-11-29 · 216 added, 113 removed, 444 unchanged (43% of the section changed)

223 unchanged sentences

repayments and other damages (in certain cases, treble damages), and experience reputational harm.

October 8, 2021, a filing (the “Filing”) was made with the Kuala Lumpur High Court by a reseller (the “Reseller”)

of the Company’s INCU ionic nano copper solution (the “Solution”) and the Reseller’s related party (together

with the Reseller, the “Plaintiffs”).

The Reseller was authorized by WKL Eco Earth as its sole distributor of the Solution

(the “WKL Distributor”) to resell the Solution together with a diffuser with a capacity of not more than 1000ml through a

tripartite agreement (the “Tripartite Agreement”) entered into between (a) the Reseller, (b) the WKL Distributor and (c)

a solution packaging company (the “Packaging Company”).

WKL Eco Earth was not a party to the Tripartite Agreement and did

not directly authorize or engage the Reseller in the resale of the Solution.

In the Filing, the Plaintiffs claimed against (i) WKL Eco

(iii) Chan Kok Wei, (iv) the Packaging Company and (v) two directors of the Packaging Company for loss and damages

arising from an alleged breach of contract, defamation and tort of inducement.

The Plaintiffs also alleged that pursuant to the Tripartite

Agreement, WKL Eco Earth was prohibited from selling the Solution to any party other than the WKL Distributor, and that the Tripartite

Agreement allowed for the resale of the Solution by the Plaintiffs without limitation, the Plaintiffs were not confined in their resale

of the Solution to a product consisting of a diffuser with a capacity of not more than 1000ml.

The Company believes the claims are without

merit and will defend itself against the claims.

On April 9, 2024, a notice of withdrawal was filed with the Kuala Lumpur

High Court, whereby it was agreed upon both the Reseller and the Company that the Reseller withdraws their claims in the Filing without

liberty to file afresh and with no order as to costs, and that the Company withdraws its counterclaim against the Reseller without liberty

to file afresh and with no order as to costs.

a global business, we are subject to complex laws and regulations in Malaysia.

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and financial condition.

success is dependent upon the continued contributions made by founder, chief executive officer, chief operating officer and chairman

success is dependent upon the continued contributions made by founder, chief executive officer and chairman

of the board, Dr.

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in the social, political, regulatory and economic environment in Malaysia may have a material adverse impact on us.

business, prospects, financial condition and results of operations may be adversely affected by social, political, regulatory and economic

developments in Malaysia.

Such political and economic uncertainties include, but are not limited to, the risks of war, terrorism, nationalism,

nullification of contract, changes in interest rates, imposition of capital controls and methods of taxation.

to Economy Outlook 2024 from Ministry of Finance Malaysia, global growth is projected to moderate in 2023 and 2024 following slow growth

in advanced economies;

volatile financial market due to tightening monetary policy;

prolonged geopolitical tensions;

and increasing climatic

Nevertheless, inflation continues to soften as markets head towards supply chain stabilisation.

In addition, world trade is

projected to moderate in 2023 in line with weaker global demand.

However, global trade is expected to increase in 2024 in tandem with

improved trade activity in advanced economies, and emerging market and developing economies (“EMDEs”).

In the case of Malaysia,

the economy continued to expand amid these persistent challenges in the external environment.

During the first half of 2023, GDP posted

a growth of 4.2% supported by resilient domestic demand, in particular private expenditure.

Recent updates confirm Malaysia’s resilience, with the World Bank revising

its 2024 GDP growth forecast to 4.9%, up from 4.3%.

This growth is driven by strong domestic demand, trade recovery, and policy initiatives

like the National Energy Transition Roadmap (NETR) and New Industrial Master Plan 2030 (NIMP 2030).

Malaysia’s GDP growth reached

5.1% in the first half of 2024, a marked improvement from 4.1% in first half of 2023.

This growth has put Malaysia on track to achieve

a full-year growth rate in the range of 4.8% to 5.3%, surpassing earlier projections of 4% to 5%.

The economy exceeded expectations with

first-half growth of 5.1% in 2024, reflecting robust private spending and export recovery.

https://documents.worldbank.org/en/publication/documents-reports/documentdetail/099100924041013169/p506961179149705518d2e155d032837a3f#:~:text=In%202024%2C%20the%20economy%20is,previous%20forecast%20in%20April...

https://www.mof.gov.my/portal/en/news/press-release/economic-growth-trumps-expectations-for-two-straight-quarters-in-2024?highlight=WzIwMjVd

March 11, 2020, the World Health Organization or WHO declared the corona virus or COVID-19 a pandemic.

To help counter the transmission

of COVID-19, from March 18, 2020 to April 26, 2022, the government of Malaysia initiated Movement Control Orders (“MCO”).

The MCO had resulted in quarantines, travel restrictions, and the temporary closure of stores and facilities in Malaysia.

Movement Control Orders were introduced where most business sectors were allowed to operate under strict rules and Standard Operating

Procedures mandated by the government of Malaysia, followed by Recovery Movement Control Orders.

At the height of the pandemic, on January

12, 2021, the Malaysian government even declared a state of emergency nationwide to combat COVID-19.

On April 1, 2022, the Malaysian

government announced the country had begun transitioning into the endemic phase with further easing of restrictions.

We are witnessing

the adverse impact on the purchasing power of consumers in Malaysia, where our products are mainly sold as a direct result of the prolonged

As such, the extent to which the coronavirus may continue to adversely impact the Malaysian economy is uncertain.

that the Malaysia economy suffers, demand for our products may diminish, which would in turn result in our profitability.

in turn result in a substantial need for restructuring of our business objectives and could result in a partial or entire loss of an

investment in our Company.

Our business, prospects, financial condition and results

of operations may be adversely affected by social, political, regulatory and economic developments in Malaysia.

Such political and economic

uncertainties include, but are not limited to, the risks of war, terrorism, nationalism, nullification of contract, changes in interest

rates, imposition of capital controls and methods of taxation.

According to Economy Outlook 2025 from Ministry of

Finance Malaysia, the global economy remains engulfed in a complex and challenging environment.

While inflation is gradually receding

and monetary policy begins to loosen, significant uncertainties persist.

The recovery, while progressing, is fraught with risks from global

instabilities and external shocks, raising concerns that underlying economic vulnerabilities may deepen, despite the emerging signs of

temporary relief.

Unfolding of geopolitical uncertainties in Europe and the Middle East, may also threaten economic equilibrium.

impact on the economy of Malaysia, as well as global economy as a whole, may in turn negatively impact our performance, and result in

a substantial in a partial or entire loss of an investment in our Company.

are subject to foreign exchange control policies in Malaysia.

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and results of operation.

of the economies in Asia, including Singapore, are experiencing substantial inflationary pressures which may prompt the governments to

of the economies in Asia, including Malaysia, are experiencing substantial inflationary pressures which may prompt the governments to

take action to control the growth of the economy and inflation that could lead to a significant decrease in our profitability in the

many of the economies in Asia have experienced rapid growth over the last two decades, they currently are experiencing inflationary pressures.

As governments take steps to address the current inflationary pressures, there may be significant changes in the availability of bank

credit, interest rate increases, limitations on loans, or restrictions on currency conversions and foreign investment.

There also may

be imposition of price controls.

If prices for the products we source or if wages rise at a rate that is insufficient to compensate for

the rise in these costs, it may have an adverse effect on our profitability.

If these or other similar restrictions are imposed by a

government to influence the economy, it may lead to a slowing of economic growth.

Singapore’s core inflation declined to 2.1% on a

year-on-year (y-o-y) basis in October 2024, compared to 2.8% in September 2024.

This was due to a moderation in services, electricity & gas, and retail

& other goods inflation.

CPI (consumer price index)—All Items inflation eased to 1.4%

year-over-year in October 2024, from 2.0% in September 2024.

https://www.mas.gov.sg/-/media/mas-media-library/news/consumer-price-developments/2024/inflation202410.pdf

Headline inflation, as measured by the Consumer Price Index (“CPI”), eased to an average of 1.8% in the first eight months

of 2024, down from 2.8% over the same period in 2023, following favourable cost environment and sustained demand.

Headline inflation

is projected to remain manageable for 2025 and is expected to range between 1.5% and 2.5%, with inflation projected close to its long-term

average of approximately 2%.(source:

Economic Outlook 2025, Ministry of Finance Malaysia)

this inflationary trend will result in higher operational costs, we believe that this also strengthens our value proposition by emphasizing

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inflationary pressures, we will regularly review our pricing structure to ensure sustainable profitability.

governments take steps to address the current inflationary pressures, there may be significant changes in the availability of bank credit,

interest rate increases, limitations on loans, or restrictions on currency conversions and foreign investment.

There also may be imposition

of price controls.

If these or other similar restrictions are imposed by a government to influence the economy, it may lead to a slowing

of economic growth.

If prices for the products we source or if wages rise at a rate that is insufficient to compensate for the rise in

these costs, it may have an adverse effect on our profitability, and result in a substantial in a partial or entire loss of an investment

in our Company.

disclosure, destruction or modification of data, through cybersecurity breaches, computer viruses or otherwise or disruption of our services

could expose us to liability, protracted and costly litigation and damage our reputation.

business involves the collection, storage, processing and transmission of customers’ business data.

An increasing number of organizations,

including large merchants and businesses, other large technology companies, financial institutions and government institutions, have

disclosed breaches of their information technology, or IT, systems, some of which have involved sophisticated and highly targeted cybersecurity

attacks, including on portions of their websites or infrastructure.

We may also be subjected to breaches of cybersecurity by hackers.

Threats may derive from human error, fraud or malice on the part of employees or third parties, or may result from accidental technological

Concerns about cybersecurity are increased when we transmit information.

Electronic transmissions can also be subjected to cybersecurity

attacks, interception or loss.

Also, computer viruses and malware can be distributed and spread rapidly over the internet and could infiltrate

our systems or those of our associated participants, which can impact the confidentiality, integrity and availability of information,

and the integrity and availability of our products, services and systems, among other effects.

Denial of service or other cybersecurity

attacks could be targeted against us for a variety of purposes, including interfering with our products and services or creating a diversion

for other malicious activities.

These types of actions and attacks could disrupt our delivery of products and services or make them unavailable,

which could damage our reputation, force us to incur significant expenses in remediating the resulting impacts, expose us to uninsured

liabilities, subject us to lawsuits, fines or sanctions, distract our management or increase our costs of doing business.

encryption of data and other protective measures may not prevent unauthorized access or use of sensitive data.

A breach of our system

or that of one of our associated participants may subject us to material losses or liability.

A misuse of such data or a cybersecurity

breach could harm our reputation and deter customers from using our products and services, thus reducing our revenue.

In addition, any

such misuse or breach could cause us to incur costs to correct the breaches or failures, expose us to uninsured liabilities, increase

our risk of regulatory scrutiny, subject us to lawsuits, result in the imposition of material penalties and fines under applying laws

or regulations.

cannot assure that there are written agreements in place with every associated participant or that such written agreements will prevent

the unauthorized use, modification, destruction or disclosure of data or enable us or our customers to obtain reimbursement in the event

we should suffer incidents resulting in unauthorized use, modification, destruction or disclosure of data.

Any unauthorized use, modification,

destruction or disclosure of data could result in protracted and costly litigation, which could have a material and adverse effect on

our business, financial condition and results of operations.

Cybersecurity

attack incidents are increasing in frequency and evolving in nature and include, but are not limited to, installation of malicious software,

unauthorized access to data and other electronic security breaches that could lead to disruptions in systems, unauthorized release of

confidential or otherwise protected information and the corruption of data.

Given the unpredictability of the timing, nature and scope

of information technology disruptions, there can be no assurance that the procedures and controls we employ will be sufficient to prevent

security breaches from occurring and we could be subject to manipulation or improper use of our systems and networks or financial losses

from remedial actions, any of which could have a material and adverse effect on our business, financial condition and results of operations.

Related to Intellectual Property

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our trade secrets could otherwise become known or be independently discovered by our competitors.

Relating to Our Securities

Related to our Common Stock and this Offering

may not be sufficient liquidity in the market for our securities in order for investors to sell their securities.

is currently only a limited public market for our ordinary share, which is listed on the Over-the-Counter Pink Sheets, and there can

be no assurance that a trading market will develop further or be maintained in the future.

is currently only a limited public market for our ordinary share, which is listed on the OTC Pink Limited Market and there can be no

assurance that a trading market will develop further or be maintained in the future.

in our shares price may subject us to securities litigation.

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attention and resources.

ordinary share may be considered a “penny stock” and may be difficult to sell.

SEC has adopted regulations which generally define a “penny stock” to be an equity security that has a market price of less

than $5.00 per share or an exercise price of less than $5.00 per share, subject to specific exemptions.

The market price of our ordinary

share is less than $5.00 per share and, therefore, it may be designated as a “penny stock” according to SEC rules.

This designation

requires any broker or dealer selling these securities to disclose certain information concerning the transaction, obtain a written agreement

from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities.

These rules may restrict the ability

of brokers or dealers to sell our ordinary share and may affect the ability of investors to sell their shares.

market for penny stocks has experienced numerous frauds and abuses, which could adversely impact investors in our stock.

Pink Sheet securities are frequent targets of fraud or market manipulation, both because of their generally low prices and because OTC

Pink Sheet reporting requirements are less stringent than those of the stock exchanges or NASDAQ.

of fraud and abuse include:

Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

“Boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;

Excessive and undisclosed bid-ask differentials and mark-ups by selling broker-dealers;

Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along

with the inevitable collapse of those prices with consequent investor losses.

Our management is aware of the abuses that have occurred historically in the penny stock market .

have not paid dividends in the past and do not expect to pay dividends in the foreseeable future and any return on investment may be

limited to the value of our stock.

have never paid any cash dividends on our ordinary share and do not anticipate paying any cash dividends on our ordinary share in the

foreseeable future and any return on investment may be limited to the value of our stock.

We plan to retain any future earnings to finance

To date, we have not paid, nor do we intend to pay

in the foreseeable future, dividends on our common stock, even if we become profitable.

Earnings, if any, are expected to be used to advance

our activities and for working capital and general corporate purposes, rather than to make distributions to stockholders.

not in a financial position to pay dividends on our common stock and future dividends are not presently being contemplated, investors

are advised that return on investment in our common stock is restricted to an appreciation in the share price.

The potential or likelihood

of an increase in share price is uncertain.

In addition, under Nevada law, we may only pay dividends

subject to our ability to service our debts as they become due and provided that our assets will exceed our liabilities after the dividend.

Our ability to pay dividends will therefore depend on our ability to generate sufficient profits.

Furthermore, because of the various

rules applicable to our operations in Malaysia and the regulations on foreign investments as well as the applicable tax law, we may be

subject to further limitations on our ability to declare and pay dividends to our stockholders.

may be diluted significantly through our efforts to obtain financing and satisfy obligations through the issuance of securities.

possible, our board of directors will attempt to use non-cash consideration to satisfy obligations.

In many instances, we believe that

the non-cash consideration will consist of shares of our common stock, warrants to purchase shares of our common stock or other securities.

In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests

of our stockholders.

We are authorized to issue an aggregate of 250,000,000 shares of common stock.

We may issue additional shares of

common stock or other securities that are convertible into or exercisable for our common stock in connection with hiring or retaining

employees, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes.

issuance of any such additional shares of our common stock may create downward pressure on the trading price of the common stock.

expect we will need to raise additional capital in the near future to meet our working capital needs, and there can be no assurance that

we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with these

capital raising efforts, including at a price (or exercise prices) below the price you paid for your stock.

are a “smaller reporting company,” and we cannot be certain if the reduced disclosure requirements applicable to smaller

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and financial prospects.

are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.

are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from requirements

applicable to other public companies that are not emerging growth companies, including, most significantly, not being required to comply

with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act for so long as we remain an emerging growth company.

As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information

they may deem important.

JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards

until such date that a private company is otherwise required to comply with such new or revised accounting standards.

We do not plan

to “opt out” of such exemptions afforded to an emerging growth company.

As a result of this election, our financial statements

may not be comparable to those of companies that comply with public company effective dates.

plan to list our common stock on Nasdaq Capital Market.

We may not be able to maintain our listing on Nasdaq Capital Market which could

limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

will apply to list our common stock on Nasdaq Capital Market under the symbol “EVOH”.

Even if our common stock is approved

to be listed on Nasdaq Capital Market, we cannot assure you that our common stock will continue to be listed on Nasdaq Capital Market

in the future.

In order to continue listing our securities on Nasdaq Capital Market, we must maintain certain financial, distribution

and share price levels.

Moreover, we must comply with certain listing standards regarding the independence of our board of directors

and members of our audit committee.

We intend to fully comply with these requirements, but we may not continue to be able to meet these

requirements in the future.

Nasdaq Capital Market delists our securities from trading on its exchange and we are not able to list our securities on another national

securities exchange, we expect our securities could be quoted on an over-the-counter market.

If this were to occur, we could face significant

material adverse consequences, including:

a limited availability

of market quotations for our securities;

reduced liquidity for our

a determination that our

common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules

and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

a limited amount of news

and analyst coverage;

a decreased ability to

issue additional securities or obtain additional financing in the future.

National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the

sale of certain securities, which are referred to as “covered securities.” Because we expect that our common stock will be

listed on Nasdaq Capital Market, such securities will be covered securities.

Although the states are preempted from regulating the sale

of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there

is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case.

if we were no longer listed on Nasdaq Capital Market, our securities would not be covered securities and we would be subject to regulations

in each state in which we offer our securities.

price of our common stock may rapidly fluctuate or may decline regardless of our operating performance, resulting in substantial losses

for investors.

trading price of our common stock following this offering may be subject to instances of extreme stock price run-ups followed by rapid

price declines and stock price volatility unrelated to both our actual and expected operating performance and financial condition or

prospects, making it difficult for prospective investors to assess the rapidly changing value of our stock.

Further, the trading price

of our common stock following this offering is likely to be highly volatile and could be subject to wide fluctuations in response to

various factors, some of which are beyond our control, including limited trading volume, actual or anticipated fluctuations in our results

of operations;

the financial projections we may provide to the public, any changes in these projections or our failure to meet these

failure of securities analysts to initiate or maintain coverage of our Company, changes in financial estimates or ratings

by any securities analysts who follow our Company or our failure to meet these estimates or the expectations of investors;

announcements

by us or our competitors of significant innovations, acquisitions, strategic partnerships, joint ventures, operating results or capital

changes in operating performance and stock market valuations of other companies in our industry;

price and volume fluctuations

in the overall stock market, including as a result of trends in the economy as a whole;

changes in our Board or management;

large blocks of our common stock, including sales by our executive officers, directors and significant stockholders;

lawsuits threatened

or filed against us;

changes in laws or regulations applicable to our business;

the expiration of lock-up agreements;

changes in our

capital structure, such as future issuances of debt or equity securities;

short sales, hedging and other derivative transactions involving

our capital stock;

general economic and geopolitical conditions, including the current or anticipated impact of military conflict and

related sanctions imposed on Russia by the United States and other countries due to Russia’s recent invasion of Ukraine;

other factors described in this section of the prospectus captioned “Risk Factors.”

recent initial public offerings of companies with relatively small public floats have experienced extreme volatility that was seemingly

unrelated to the underlying performance of the respective company.

Our common stock may potentially experience rapid and substantial

price volatility, which may make it difficult for prospective investors to assess the value of our common stock.

addition to the risks addressed above under “the price of our common stock may rapidly fluctuate or may decline regardless of our

operating performance, resulting in substantial losses for investors,” our common stock may be subject to rapid and substantial

price volatility.

We may experience extreme stock price volatility unrelated to our actual or expected operating performance, financial

condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our common stock.

there have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with a number

of recent initial public offerings, especially among companies with relatively smaller public floats.

As a relatively small-capitalization

company, we may experience greater stock price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization

In particular, our common stock may be subject to rapid and substantial price volatility, low volumes of trades and large

spreads in bid and ask prices.

Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance,

financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our common stock.

addition, if the trading volumes of our common stock are low, persons buying or selling in relatively small quantities may easily influence

prices of our common stock.

This low volume of trades could also cause the price of our common stock to fluctuate greatly, with large

percentage changes in price occurring in any trading day session.

Holders of our common stock may also not be able to readily liquidate

their investment or may be forced to sell at depressed prices due to low volume trading.

Broad market fluctuations and general economic

and political conditions may also adversely affect the market price of our common stock.

As a result of this volatility, investors may

experience losses on their investment in our common stock.

A decline in the market price of our common stock also could adversely affect

our ability to issue additional common stock or other securities and our ability to obtain additional financing in the future.

can be given that an active market in our common stock will develop or be sustained.

If an active market does not develop, holders of

our common stock may be unable to readily sell the shares they hold or may not be able to sell their shares at all.

disasters, epidemics or other unexpected events may disrupt our operations, adversely affect our results of operations, financial condition

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objectives, execute our strategic plan and effectively transition our leadership.

STAFF COMMENTS

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

What changed 10-K

Item 1A. Risk Factors