EUDA Health Holdings Ltd 20-F/A for FY2024
EUDA Health Holdings Ltd (EUDA)
About this 20-F/A
EUDA Health Holdings Ltd filed this 20-F/A on September 24, 2025, covering the fiscal year ended December 31, 2024 (FY2024).
Headline figures
Fiscal year ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $4.01M
- up 8.2% from $3.71M a year earlier
- Net loss
- $15.36M
- compared with a net loss of $10.04M a year earlier
- Diluted EPS
- -$0.47
- compared with -$0.44 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 2)
(Mark One)
OR
For
the fiscal year ended
OR
OR
Date of event requiring this shell company report _______
For the transition period from to
Commission
file number:
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English)
(Jurisdiction of incorporation or organization)
+65 6327 1110
(Address of principal executive offices)
Chief Executive Officer
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
As of December 31, 2024, there were ordinary shares outstanding.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒
If
this annual report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐ Yes ☒
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. ☐ Yes ☒
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “accelerated filer and large accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer ☐ | Accelerated filer ☐ | Emerging
growth company |
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided
pursuant to Section 13(a) of the Exchange Act.
†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has been to prepare the financial statements included in this filing:
| International Financial Reporting Standards as issued | Other ☐ | |||
| by the International Accounting Standards Board ☐ |
If “other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
If
this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). ☐ Yes
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate
by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☒
EXPLANATORY NOTE
Except as described above, no other information included in the Original Filing is being amended or updated by this Amendment No. 2 and, other than as described herein, this Amendment No. 2 does not purport to reflect any information or events subsequent to the Original Filing. This Amendment No. 2 continues to describe the conditions as of the date of the Original Filing and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Filing. Accordingly, this Amendment No. 2 should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing.
| 2 |
PART III.
ITEM 17. FINANCIAL STATEMENTS
We have elected to provide financial statements pursuant to Item 18.
ITEM 18. FINANCIAL STATEMENTS
The consolidated financial statements of Euda Health Holdings Ltd. and its subsidiaries are included at the end of this annual report.
| 3 |
ITEM 19. EXHIBITS
EXHIBIT INDEX
* Filed herewith.
** Furnished herewith.
***Previously filed.
| 4 |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing its annual report on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| EUDA Health Holdings Limited | ||
| By: | /s/ Alfred Lim | |
| Name: | Alfred Lim | |
| Title: | Chief Executive Officer | |
| Date: September 24, 2025 | ||
| 5 |
EUDA HEALTH HOLDINGS LIMITED
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| 6 |
 |
J&S ASSOCIATE PLT 202206000037 (LLP0033395-LCA) & AF002380 (Registered with PCAOB and MIA) B-11-14, Megan Avenue II 12,Jalan Yap Kwan Seng, 50450, Kuala Lumpur, Malaysia |
Tel: +603-4813 9469 Email : info@jns-associate.com Website : jns-associate.com |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
| To: | The Board of Directors and Shareholders of EUDA Health Holdings Limited |
Opinion on the Financial Statements
We also have audited the adjustments described in Note 21 that were applied to the 2023 financial statements to retrospectively reflect the Company’s adoption of Accounting Standards Update issued on November 27, 2023 relating to segment reporting (ASC 280). In our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review, or apply any procedures to the 2023 financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2023 financial statements taken as a whole.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has generated a loss and suffered from an accumulated deficit of $50,100,426 as of December 31, 2024 and a deficit in shareholders’ equity of $2,553,059 as of that date. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regards to these matters are also described in Note 2 to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/
Certified Public Accountants
Firm
ID:
We have served as the Company’s auditor since 2024.
April 29, 2025
| F-1 |
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of EUDA Health Holdings Limited
Opinion on the Financial Statements
We have audited, before the effects of the adjustments to retrospectively apply the change in accounting described in Note 21, the accompanying consolidated balance sheet of EUDA Health Holdings Limited (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive loss, changes in shareholders’ deficit and cash flows for each of two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements” before the effects of the adjustments discussed in Note 21 are not presented herein).
In our opinion, the financial statements, before the effects of the adjustments to retrospectively apply the change in accounting described in Note 21, present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively apply the change in accounting described in Note 21 and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied. Those adjustments were audited by other auditors.
Explanatory Paragraph – Going Concern
The accompanying financial statements were prepared assuming that the Company will continue as a going concern. As more fully described in Note 2 to the financial statements included in the Annual Report on Form 20-F filed on May 8, 2024, the Company had a significant working capital deficiency, had incurred significant losses and needed to raise additional funds to meet its obligations and sustain its operations. These conditions raised substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters were also described in Note 2. The financial statements did not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/
Marcum Asia CPAs llp
We served as the Company’s auditor from 2022 (such date takes into account the acquisition of certain assets of Friedman LLP by Marcum Asia CPAs LLP effective September 1, 2022) to 2024.
May 8, 2024
NEW YORK OFFICE • 7 Penn Plaza • Suite 830 • New York, New York • 10001
Phone 646.442.4845 • Fax 646.349.5200 • www.marcumasia.com
| F-2 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventories | ||||||||
| Other receivables | ||||||||
| Other receivable, related party | ||||||||
| Other receivable | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Current assets of discontinued operations | ||||||||
| Total Current Assets | ||||||||
| PROPERTY AND EQUIPMENT, NET | ||||||||
| PROPERTY AND EQUIPMENT, NET OF DISCONTINUED OPERATIONS | ||||||||
| OTHER ASSETS | ||||||||
| Prepaid expenses - non-current | ||||||||
| Intangible assets, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Finance lease right-of-use assets | ||||||||
| Total Other Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Short term loans - private lenders | $ | $ | ||||||
| Short term loans - related parties | ||||||||
| Short term loans | ||||||||
| Convertible notes | ||||||||
| Convertible notes - related parties | ||||||||
| Convertible notes | ||||||||
| Accounts payable | ||||||||
| Other payables and accrued liabilities | ||||||||
| Other payables - related parties | ||||||||
| Customer deposits | ||||||||
| Operating lease liabilities | ||||||||
| Finance lease liabilities | ||||||||
| Taxes payable | ||||||||
| Current liabilities of discontinued operations | ||||||||
| Total Current Liabilities | ||||||||
| OTHER LIABILITIES | ||||||||
| Deferred tax liabilities | ||||||||
| Operating lease liabilities - non-current | ||||||||
| Finance lease liabilities - non-current | ||||||||
| Total Other Liabilities | ||||||||
| Total Liabilities | ||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| SHAREHOLDERS’ DEFICIT | ||||||||
| Ordinary shares, par value, shares authorized, shares and shares outstanding as of December 31, 2024 and December 31, 2023, respectively | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total Euda Health Holdings Limited Shareholders’ Deficit | ( | ) | ( | ) | ||||
| Noncontrolling interests | ( | ) | ||||||
| Total Shareholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Shareholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
| For the Year ended | For the Year Ended | For the Year ended | ||||||||||
| December 31, | December 31, | December 31, | ||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| REVENUES | ||||||||||||
| Property management services | $ | $ | $ | |||||||||
| Holistic wellness consumer products and services | ||||||||||||
| Total Revenues | ||||||||||||
| COST OF REVENUES | ||||||||||||
| Property management services | ||||||||||||
| Holistic wellness consumer products and services | ||||||||||||
| Total Cost of Revenues | ||||||||||||
| GROSS PROFIT | ||||||||||||
| OPERATING EXPENSES: | ||||||||||||
| Selling | ||||||||||||
| General and administrative | ||||||||||||
| Earnout share payment | ||||||||||||
| Impairment loss of intangible assets, and goodwill | ||||||||||||
| Total Operating Expenses | ||||||||||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ( | ) | ||||||
| OTHER INCOME (EXPENSE) | ||||||||||||
| Interest expense, net | ( | ) | ( | ) | ( | ) | ||||||
| Change in fair value of prepaid forward purchase liabilities | ( | ) | ( | ) | ||||||||
| Loss on settlement of prepaid forward contracts | ( | ) | ||||||||||
| Loss on debt settlement | ( | ) | ( | ) | ||||||||
| Other income, net | ||||||||||||
| Total Other Expense, net | ( | ) | ( | ) | ( | ) | ||||||
| LOSS BEFORE INCOME TAXES | ( | ) | ( | ) | ( | ) | ||||||
| BENEFIT FOR INCOME TAXES | ( | ) | ( | ) | ||||||||
| NET LOSS FROM CONTINUING OPERATIONS | ( | ) | ( | ) | ( | ) | ||||||
| NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS, net of income taxes | ( | ) | ||||||||||
| NET LOSS | ( | ) | ( | ) | ( | ) | ||||||
| Less: Net (loss) income attributable to noncontrolling interest from continuing operations | ( | ) | ( | ) | ||||||||
| NET LOSS ATTRIBUTABLE TO EUDA HEALTH HOLDINGS LIMITED | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| NET LOSS | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| FOREIGN CURRENCY TRANSLATION ADJUSTMENT | ( | ) | ( | ) | ( | ) | ||||||
| TOTAL COMPREHENSIVE LOSS | ( | ) | ( | ) | ( | ) | ||||||
| Less: Comprehensive (loss) income attributable to noncontrolling interest | ( | ) | ( | ) | ||||||||
| COMPREHENSIVE LOSS ATTRIBUTABLE TO EUDA HEALTH HOLDINGS LIMITED | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES* | ||||||||||||
| Basic and diluted | ||||||||||||
| LOSS (INCOME) PER SHARE | ||||||||||||
| Basic and diluted - continuing operations | $ | ) | $ | ) | $ | ) | ||||||
| Basic and diluted - discontinued operations | $ | $ | ) | $ | ||||||||
| Total | $ | ) | $ | ) | $ | ) | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGE IN SHAREHOLDERS’ EQUITY (DEFICIT)
| Retain | Accumulated | |||||||||||||||||||||||
| earning | other | |||||||||||||||||||||||
| Ordinary shares | (accumulated | comprehensive | Noncontrolling | |||||||||||||||||||||
| Shares* | Capital | deficit) | Income (loss) | interest | Total | |||||||||||||||||||
| BALANCE, December 31, 2021 | $ | $ | $ | $ | $ | |||||||||||||||||||
| Net income | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||
| Capital contributions | ||||||||||||||||||||||||
| Forgiveness of debt by a related party | - | |||||||||||||||||||||||
| Earnout shares payment | - | |||||||||||||||||||||||
| Issuance of ordinary shares | ||||||||||||||||||||||||
| Issuance of ordinary shares upon the Reverse Recapitalization | ||||||||||||||||||||||||
| Foreign currency translation adjustment | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||
| BALANCE, December 31, 2022 | ( | ) | ( | ) | $ | ( | ) | |||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Issuance of ordinary shares through private placements | ||||||||||||||||||||||||
| Issuance of ordinary shares upon conversion of convertible notes | ||||||||||||||||||||||||
| Issuance of ordinary shares upon settlement of debts | ||||||||||||||||||||||||
| Issuance of ordinary shares upon settlement of prepaid forward contracts | ||||||||||||||||||||||||
| Foreign currency translation adjustment | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||
| BALANCE, December 31, 2023 | ( | ) | ( | ) | $ | ( | ) | |||||||||||||||||
| Balance | ( | ) | ( | ) | $ | ( | ) | |||||||||||||||||
| Net loss | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||
| Net income (loss) | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||
| Issuance of ordinary shares through private placements | ||||||||||||||||||||||||
| Issuance of ordinary shares upon conversion of convertible notes | ||||||||||||||||||||||||
| Issuance of ordinary shares upon settlement of debts | ||||||||||||||||||||||||
| Issuance of ordinary shares in assets acquisition | ||||||||||||||||||||||||
| Foreign currency translation adjustments | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||
| BALANCE, December 31, 2024 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||
| Balance | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||
| * |
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Years Ended | ||||||||||||
| December 31, | December 31, | December 31, | ||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Net income (loss) from discontinued operations | ( | ) | ||||||||||
| Net loss from continuing operations | ( | ) | ( | ) | ( | ) | ||||||
| Adjustments to reconcile net loss to net cash used in operating activities of continuing operations: | ||||||||||||
| Depreciation | ||||||||||||
| Amortization of intangible assets | ||||||||||||
| Amortization of operating right-of-use asset | ||||||||||||
| Amortization of finance right-of-use assets | ||||||||||||
| Provision for credit losses | ||||||||||||
| Deferred taxes benefits | ( | ) | ( | ) | ||||||||
| Gain on termination of finance lease | ( | ) | ||||||||||
| Earnout payment | ||||||||||||
| Impairment loss on goodwill | ||||||||||||
| Impairment loss on intangible assets | ||||||||||||
| Change in fair value of prepaid forward purchase liabilities | ||||||||||||
| Loss on settlement of prepaid forward contracts | ||||||||||||
| Loss on debt settlement | ||||||||||||
| Gain from forgiveness on promissory note | ( | ) | ||||||||||
| Change in operating assets and liabilities | ||||||||||||
| Accounts receivable | ( | ) | ||||||||||
| Other receivables | ||||||||||||
| Other receivables, related parties | ( | ) | ||||||||||
| Inventories | ( | ) | ||||||||||
| Prepaid expenses and other current assets | ||||||||||||
| Accounts payable | ||||||||||||
| Accounts payables - related party | ||||||||||||
| Other payables and accrued liabilities | ( | ) | ||||||||||
| Customer deposits | ||||||||||||
| Taxes payable | ( | ) | ||||||||||
| Operating lease liability | ( | ) | ( | ) | ( | ) | ||||||
| Net cash used in operating activities from continuing operations | ( | ) | ( | ) | ( | ) | ||||||
| Net cash (used in) provided by operating activities from discontinued operations | ( | ) | ( | ) | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ( | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||
| Purchases of equipment | ( | ) | ||||||||||
| Loan to third party | ( | ) | ||||||||||
| Purchases of intangible assets | ( | ) | ||||||||||
| Cash acquired through assets acquisition | ||||||||||||
| Loan to third parties | ( | ) | ||||||||||
| Net cash used in investing activities from continuing operations | ( | ) | ( | ) | ||||||||
| Net cash used in investing activities from discontinued operations | ( | ) | ( | ) | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||
| Issuance of ordinary shares | ||||||||||||
| Capital contributions | ||||||||||||
| Proceeds received from convertible notes | ||||||||||||
| Repayments of convertible note | ( | ) | ||||||||||
| Proceeds received from Issuance of ordinary shares through private placements | ||||||||||||
| Proceeds from the Reverse Recapitalization | ||||||||||||
| Payments of merger costs | ( | ) | ||||||||||
| Proceeds from short-term loans - private lenders | ||||||||||||
| Repayments to short-term loans - private lenders | ( | ) | ||||||||||
| Proceeds received from short-term loans - related parties | ||||||||||||
| Borrowings from other payables - related parties | ||||||||||||
| (Repayment to) proceed from other payables - related parties | ( | ) | ||||||||||
| Payment of finance lease liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Borrowings from (repayments to) discontinued operations entities | ( | ) | ||||||||||
| Net cash provided by financing activities from continuing operations | ||||||||||||
| Net cash provided by (used in) financing activities from discontinued operations | ( | ) | ||||||||||
| Net cash provided by financing activities | ||||||||||||
| EFFECT OF EXCHANGE RATE CHANGES | ( | ) | ( | ) | ( | ) | ||||||
| NET CHANGE IN CASH | ( | ) | ||||||||||
| CASH, beginning of the year | ||||||||||||
| CASH, end of the year | ||||||||||||
| Less: Cash from discontinued operations | ( | ) | ( | ) | ||||||||
| Cash from continuing operations, end of the year | $ | $ | $ | |||||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||||||
| Cash paid for income tax | $ | $ | $ | |||||||||
| Cash paid for interest | $ | $ | $ | |||||||||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||||||
| Initial recognition of operating right-of-use assets and lease liabilities | $ | $ | $ | |||||||||
| Initial recognition of financing right-of-use assets and lease liabilities | $ | $ | $ | |||||||||
| Derecognition of financing right-of-use assets upon lease termination | $ | $ | $ | |||||||||
| Derecognition of financing lease liabilities upon lease termination | $ | $ | $ | |||||||||
| Issuance of ordinary shares upon conversion of convertible notes | $ | $ | $ | |||||||||
| Issuance of ordinary shares upon settlement of debts | $ | $ | $ | |||||||||
| Issuance of ordinary shares upon settlement of prepaid forward contracts | $ | $ | $ | |||||||||
| Reclassification of other payables and accrued liabilities upon settlement of a promissory note | $ | $ | $ | |||||||||
| Issuance of ordinary shares in assets acquisition | $ | $ | $ | |||||||||
| Issuance of convertible notes in settlement of short-term loans related parties, and other payables - related party | $ | $ | $ | |||||||||
| Initial recognition of payables to former subsidiary upon disposal of subsidiary | $ | $ | $ | |||||||||
| Conversion of debt into a promissory note | $ | $ | $ | |||||||||
| Conversion of debts into convertible notes | $ | $ | $ | |||||||||
| Forgiveness of debt by a related party | $ | $ | $ | |||||||||
| Issuance of ordinary shares upon the Reverse Recapitalization | $ | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-6 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Note 1– Nature of business and organization
EUDA Health Holdings Limited, which until November 17, 2022 was known as 8i Acquisition 2 Corp. (the “Company”, “EUDA” or “8i”) is a company incorporated on January 21, 2021, under the laws of the British Virgin Islands for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Initial Business Combination”). The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The Company’s efforts to identify a prospective target business were not limited to a particular industry or geographic location (excluding China). The Articles of Association prohibited the Company from undertaking the Initial Business Combination with any entity that conducts a majority of its business or is headquartered in China (including Hong Kong and Macau).
On November 17, 2022 (the “Closing Date”), EUDA Health Holdings Limited, a British Virgin Islands business company (formerly known as 8i Acquisition 2 Corp.) (the “Company”), consummated the business combination contemplated by the Share Purchase Agreement (the “SPA”) between 8i Acquisition 2 Corp., a BVI business company (“8i”), EUDA Health Limited, a British Virgin Islands business company (“EHL”), Watermark Developments Limited, a British Virgin Islands business company (“Watermark” or the “Seller”), and Kwong Yeow Liew, dated April 11, 2022 and amended May 30, 2022, June 10, 2022, and September 7, 2022. As contemplated by the SPA, a business combination between 8i and EHL was effected by the purchase by 8i of all of the issued and outstanding shares of EHL from the Seller (the “Share Purchase”), resulting in EHL becoming a wholly owned subsidiary of 8i. In addition, in connection with the consummation of the Share Purchase, 8i has changed its name to “EUDA Health Holdings Limited.”
The Company, through its subsidiaries, operates in two business segments focused on property management services, providing services to shopping malls, office buildings, and residential apartments, and holistic wellness consumer products and services after the discontinuation of its medical service operation in September 2023. The streamlining of the Company’s medical services practice was accounted for as a discontinued operation because it represented a strategic shift that had a major effect on the Company’s operations and financial results in accordance with ASC 205-20-45. Accordingly, assets, liabilities, results of operations, and cash flows related to its medical service practice have been reflected in the accompanying consolidated financial statements as discontinued operation for all periods presented. The consolidated balance sheets as of December 31, 2024 and 2023 consolidated statements of operations and comprehensive income (loss) and consolidated statements of cash flows for the years ended December 31, 2024, 2023 and 2022 have been adjusted to reflect this change (see Note 4).
Recent development
Acquisition of Fortress Cove Limited
On May 6, 2024, the Company entered into a share purchase agreement (“Share Purchase Agreement”) with certain persons named therein (the “Share Purchase Agreement”) for the acquisition of all outstanding shares of Fortress Cove Limited (“Fortress Cove”), a British Virgin Islands company which is the sole legal and beneficial owner of the entire share capital of CK Health Plus Sdn Bhd, a Malaysian company (“CK Health”) in the direct sale business of holistic wellness consumer products and services in Malaysia. Pursuant to the Share Purchase Agreement, EUDA has agreed to acquire the entire issued capital of Fortress Cove for an aggregate consideration of (“Consideration Shares”) newly issued ordinary shares, valued at approximately $ million based upon the enterprise fair value of CK Health appraised by an independent third-party valuation firm. The acquisition closed on May 8, 2024 (see Note 5).
On July 1, 2024, Meng Dong Tan, Guohui Zhang, Xin Zhang, Yew Phang Chong, and Yew Yen Chong (the “Surrendering Shareholders”) entered into a share surrender deed with the Company. Under this agreement, the Company determined that the number of Consideration Shares that should have been issued to the Surrendering Shareholders was in aggregate, based on the $ per share price, which was the closing bid price quoted on Nasdaq on May 7, 2024, the date immediately preceding the completion date. The Surrendering Shareholders agreed to surrender an aggregate of fully paid Consideration Shares to the Company for no consideration, subject to the terms of the deed.
| F-7 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
The accompanying consolidated financial statements reflect the activities of EUDA and each of the following entities:
Schedule of consolidated financial statement
| Name | Background | Ownership | |||
| ● | A British Virgin Islands company | ||||
| ● | Incorporated
on |
||||
| ● | A holding Company | ||||
| ● | A Singapore company | ||||
| ● | Incorporated
on |
||||
| ● | Multi-care specialty group offering range of specialty care services to patients. | ||||
| ● | A Singapore company | ||||
| ● | Incorporated
on |
||||
| ● | A digital health company that provides a platform to serve the healthcare industry | ||||
| ● | A Vietnam company | ||||
| ● | Incorporated
on |
||||
| ● | A Research and Development Company | ||||
| ● | A Singapore company | ||||
| ● | Incorporated
|
||||
| ● | A holding company | ||||
● ● ● |
A Singapore company Incorporated
on Medical facility general practice clinic that provides holistic care for various illnesses |
||||
| ● | Incorporated
|
||||
| ● | A holding company | ||||
| ● | A platform solution for doctors and physicians to find, connect, and collaborate with trusted peers, specialists, and other professionals | ||||
| ● | Operation has not been commenced | ||||
| ● | A Singapore company | ||||
| ● | Incorporated
on |
||||
| ● | A B2B2C pharmaceutical and OTC drugs e-commerce platform to promote its drug products | ||||
| ● | Operation has not been commenced | ||||
| ● | A British Virgin Islands company | ||||
| ● | Incorporated
on |
||||
| ● | A holding company | ||||
| ● | A Singapore company | ||||
| ● | Incorporated
on |
||||
| ● | A holding company | ||||
| ● | A British Virgin Islands company | ||||
| ● | Incorporated
on |
||||
| ● | A holding company | ||||
| ● | A Singapore company | ||||
| ● | Incorporated
on |
||||
| ● | Registered
capital of RMB |
||||
| ● | A holding company | ||||
| ● | A Singapore company | ||||
| ● | Incorporated
on |
||||
| ● | Property management service that services shopping malls, business office building, or residential apartments |
| F-8 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
| Name | Background | Ownership | |||
| ● | A Singapore company | ||||
| ● | Incorporated
on |
||||
| ● | Property security service that services shopping malls, business office building, or residential apartments | ||||
| ● | A Singapore company | ||||
| ● | Incorporated
on |
||||
| ● | A holding company | ||||
| ● | A Singapore company | ||||
| ● | Incorporated
on |
||||
| ● | A virtual personal training platform for fitness enthusiasts | ||||
| ● | Operation has not been commenced | ||||
| ● | A Singapore company | ||||
| ● | Incorporated
on |
||||
| ● | A B2B e-claims healthcare insurance platform | ||||
| ● | Operation has not been commenced | ||||
|
● | A Singapore company | |||
| ● | Incorporated
on |
||||
| ● | Development of software and applications | ||||
| ● | Operation has not been commenced | ||||
|
● | A Malaysian company | |||
| ● | Incorporated
on |
||||
| ● | Distribution of health care supplement products | ||||
| ● | Operation has not been commenced | ||||
| ● | A Singapore company | ||||
| ● | Incorporated
on |
||||
| ● | Management consultancy services for healthcare organization | ||||
| ● | British Virgin Islands company | ||||
| ● | Incorporated
on |
||||
| ● | A holding company | ||||
| ● | A Malaysian company | ||||
| ● | Incorporated
on |
||||
| ● | Direct sale of holistic wellness consumer products and services in Malaysia | ||||
| (1) | |
(2) |
|
| (3) | |
| (4) | |
| (5) | |
(6) |
|
| (7) |
| F-9 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Note 2 – Going concern
In
assessing the Company’s going concern, the Company monitors and analyzes its cash on-hand and its operating and capital expenditure
commitments. The Company’s liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure
obligations. Debt financing in the form of short-term borrowings from bank, private lender, third parties and related parties and cash
generated from operations have been utilized to finance the working capital requirements of the Company. As of December 31, 2024, the
Company’s working capital deficit was approximately $
If the Company is unable to generate sufficient funds to finance the working capital requirements of the Company within the normal operating cycle of a twelve-month period from the date of these financial statements are issued, the Company may have to consider supplementing its available sources of funds through the following sources:
| ● | other available sources of financing from Singapore banks and other financial institutions or private lender; |
| ● | equity financing. |
The Company can make no assurances that required financings will be available for the amounts needed, or on terms commercially acceptable to the Company, if at all. If one or all of these events does not occur or subsequent capital raises are insufficient to bridge financial and liquidity shortfall, there would likely be a material adverse effect on the Company and would materially adversely affect its ability to continue as a going concern.
The consolidated financial statements have been prepared assuming that the Company will continue as a going concern. Management is trying to alleviate the going concern risk by securing various financing resources, including but not limited to borrowing from the Company’s shareholders and certain of their affiliates, as well as the possibility of raising funds through a future public offering thereby, enabling the Company to meet its liabilities as and when required for the next twelve months. Accordingly, the consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Note 3 – Summary of significant accounting policies
Basis of presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for information pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”).
| F-10 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Principles of consolidation
The consolidated financial statements include the financial statements of the Company and its subsidiaries. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.
A subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.
Use of estimates
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s consolidated financial statements include lease classification and liabilities, right-of-use assets, determinations of the useful lives and valuation of long-lived assets, fair value of the identifiable intangible assets through assets acquisition, estimate of the useful life of the intangible assets, estimates of allowances for credit losses, estimates of impairment of long-lived assets, valuation of deferred tax assets, other provisions and contingencies, estimated fair value of earn-out shares, prepaid forward purchase liability and private warrants. Actual results could differ from these estimates.
Foreign currency translation and transaction
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the consolidated statements of operations and comprehensive income (loss).
The reporting currency of the Company is United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. The Company’s subsidiaries in Singapore and Malaysia conduct its businesses and maintain its books and records in the local currency, Singapore Dollars (“SGD”) and Malaysian Ringgits (“MYR”), as their functional currency, respectively.
In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income (loss) within the statements of shareholders’ equity (deficit). Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets.
Translation of foreign currencies into US$1 have been made at the following exchange rates for the respective periods:
Schedule of foreign currency exchange rates
As of and for the Year Ended December 31, 2024 | As of and for the Year Ended December 31, 2023 | For the Year Ended December 31, 2022 | ||||||||||
| Period-end SGD: US$1 exchange rate | ||||||||||||
| Period-average SGD: US$1 exchange rate | ||||||||||||
| Period-end MYR: US$1 exchange rate | ||||||||||||
| Period-end, exchange rate | ||||||||||||
| Period-average MYR: US$1 exchange rate | ||||||||||||
| Period-average, exchange rate | ||||||||||||
| F-11 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Non-controlling interests
For the Company’s non-wholly owned subsidiaries, a non-controlling interest is recognized to reflect portion of equity that is not attributable, directly or indirectly, to the Company. The cumulative results of operations attributable to non-controlling interests are also recorded as non-controlling interests in the Company’s consolidated balance sheets and consolidated statements of operations and comprehensive income (loss). Cash flows related to transactions with non-controlling interests are presented under financing activities in the consolidated statements of cash flows.
Segment reporting
The Company uses the management approach in determining its operating segments. The management approach considers the internal reporting used by the Company’s chief operating decision maker (“CODM”). The Company’s CODM has been identified as the CEO who reviews the financial information of separate operating segments when making decisions about allocating resources and assessing performance of the Company.
As described in Note 5, in September 2023, the Board resolved on the plan to streamline its medical services practice, which business was carried through subsidiaries of KRHSG, EUDA PL, ZKTV PL, SEMA, ED PL, KR Hill PL, ZKT PL, KR Digital, and Zukihealth, as the Company is in the process of transitioning its business to other medical service fields. The streamlining of the Company’s medical services practice was accounted for as a discontinued operation because it represented a strategic shift that had a major effect on the Company’s consolidated financial statements in accordance with ASC 205-20-45.
On May 6, 2024, the Company has acquired 100% equity interest in Fortress Cove and its subsidiary CK health, which business operation is holistic wellness consumer products and services in Malaysia. Upon the completion of the streamlining of its medical service practice and acquisition of Fortress Cove and its subsidiary, the Company reorganized its business to become two reportable segments: property management services, and holistic wellness consumer products and services. The structure of these segments reflect the financial information and reports used by the Company’s management, specifically its Chief Operating Decision Maker (“CODM”), to make decisions regarding the Company’s business, including resource allocations and performance assessments. All assets and continuing operations of the Company are physically located or domiciled in Singapore and Malaysia.
Acquisitions of assets
The Company applies the definition of a business in ASC 805, Business Combinations, to determine whether it is acquiring a business or a group of assets. When an acquired group of assets does not constitute a business, the transaction is accounted for as an asset acquisition. The cost of assets acquired and liabilities assumed in asset acquisitions is allocated based upon relative fair value. In the event that the cost of the asset acquisition exceed the fair value of the individual assets acquired and liabilities assumed, any excess cost over fair value should generally be allocated to the acquired assets on a relative fair value basis. This may result in certain assets being recognized in excess of their fair values, as measured in accordance with ASC 820.
Cash
Cash represents cash on hand and demand deposits placed with banks or other financial institutions which are unrestricted as to withdrawal or use and have original maturities less than three months.
Accounts receivable, net
Accounts receivable are recorded at the invoiced amount less an allowance for any uncollectible accounts and do not bear interest, which are due after 30 to 90 days, depending on the credit term with its customers. Management reviews the adequacy of the allowance for credit losses on an ongoing basis, using historical collection trends and aging of receivables. Management also periodically evaluates individual customer’s financial condition, credit history, and the current economic conditions to make adjustments in the allowance when it is considered necessary. On January 1, 2023, the Company adopted the FASB issued ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology.
| F-12 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
The
Company used a modified retrospective approach and the adoption does not have an impact on the Company’s consolidated financial
statements. The Company’s accounts receivable and other receivables are within the scope of ASC Topic 326. To estimate expected
credit losses, the Company has 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, the Company considers 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 Company’s specific facts and circumstances. There have been no significant changes in the assumptions since adoption.
Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery
is considered remote. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update
it if necessary. Allowance for credit losses amounted to $
Inventories
Inventories
consist of finished goods and are stated at the lower of cost or net realizable value using the moving
average unit cost method. Management reviews inventory on hand periodically for estimated obsolescence
or unmarketable items, as compared to future demand requirements and the shelf life of the various products. Based on the review, the
Company records inventory write-downs, when necessary, when costs exceed expected net realizable value. As of December 31, 2024
and 2023,
Other receivables
Other
receivables primarily include receivables from employee advance, and refundable deposits from third party service providers. Management
regularly reviews the aging of receivables and changes in payment trends and records allowances when management believes collection of
amounts due are at risk. Accounts considered uncollectable are written off against allowances after exhaustive efforts at collection
are made. As of December 31, 2024 and 2023,
Prepaid expenses and other current assets
Prepaid
expenses and other current assets primarily include prepaid expenses paid to services providers, and other deposits. Management regularly
reviews the aging of such balances and changes in payment and realization trends and records allowances when management believes collection
or realization of amounts due are at risk. Accounts considered uncollectable are written off against allowances after exhaustive efforts
at collection are made. As of December 31, 2024 and 2023,
Long-term investment
As
of December 31, 2024, the Company holds
Property and equipment, net
Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets with no residual value. The estimated useful lives are as follows:
Schedule of property and equipment useful lives
| Expected useful lives | ||
| Office equipment | ||
| Leasehold improvement |
The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the consolidated statements of operations and comprehensive income (loss). Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.
| F-13 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
The
Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the future net undiscounted cash flows
that the asset is expected to generate. If such asset is considered to be impaired, the impairment recognized is the amount by which
the carrying amount of the asset, if any, exceeds its fair value determined using a discounted cash flow model. For the years ended December
31, 2024, 2023 and 2022, there was
Intangible assets, net
Purchased intangible assets are recognized and measured at fair value upon acquisition. Separately identifiable intangible assets that have determinable lives continue to be amortized over the Company’s best estimate of its useful life as follows:
Schedule of intangible assets net
| Categories | Useful life | |
| Distribution rights | ||
| Software |
The Company amortizes intangible assets in accordance with ASC Topic 350, ‘Intangibles - Goodwill and Other.’ Distribution rights are amortized based on the pattern in which the economic benefits are consumed, while software is amortized on a straight-line basis over its expected useful life.
Separately identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of any impairment loss for identifiable intangible assets is based on the amount by which the carrying amount of the assets exceeds the fair value of the assets.
Goodwill
Goodwill represents the excess of the consideration paid of an acquisition over the fair value of the net identifiable assets of the acquired subsidiaries at the date of acquisition. Goodwill is not amortized and is tested for impairment at least annually, more often when circumstances indicate impairment may have occurred. Goodwill is carried at cost less accumulated impairment losses. If impairment exists, goodwill is immediately written off to its fair value and the loss is recognized in the consolidated statements of operations and comprehensive income (loss). Impairment losses on goodwill are not reversed.
The Company reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist annually or more frequently if events and circumstances indicate that it is more likely than not that an impairment has occurred. Management has determined that the Company has two reporting units within the entity at which goodwill is monitored for internal management purposes. The Company adopted ASU 2017-04 in 2022, which primary goal is to simplify the goodwill impairment test and provide cost savings for all entities. This is accomplished by removing the requirement to determine the fair value of individual assets and liabilities in order to calculate a reporting unit’s “implied” goodwill under current GAAP.
The amendments in ASU 2017-04 eliminate Step 2 of the goodwill impairment test. As such, an entity will perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize a goodwill impairment charge for the amount by which the reporting unit’s carrying amount exceeds its fair value. If fair value exceeds the carrying amount, no impairment should be recorded. Any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Impairment losses on goodwill cannot be reversed once recognized.
| F-14 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
When measuring a goodwill impairment loss, an entity should consider the income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit. The ASU contains an illustration of the simultaneous equations method to demonstrate this, which reflects a deferred tax benefit from reducing the carrying amount of tax-deductible goodwill relative to the tax basis.
An entity may still perform the optional qualitative assessment for a reporting unit to determine if it is more likely than not that goodwill is impaired. However, this ASU eliminates the requirement to perform a qualitative assessment for any reporting unit with zero or negative carrying amount. Therefore, the same one-step impairment assessment will apply to all reporting units.
For
the year ended December 31, 2022, management evaluated the recoverability of goodwill by performing qualitative assessment on the two
reporting units and determine that it is more likely than not that the fair value of each reporting unit is less than its carrying amount.
Therefore, management performed quantitative assessment, fully impairment loss on goodwill of $
Impairment for long-lived assets
In
accordance with ASC 360-10, Long-lived assets, including property and equipment, intangible assets with finite lives, goodwill and
right of use assets are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to
market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be
recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are
expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use
of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an
impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a
discounted cash flows approach or, when available and appropriate, to comparable market values. For the years ended December 31,
2024, 2023, and 2022, the Company recognized impairment losses on long-lived assets of $
Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. The Company determined that upon further review of the warrant agreements, the Company concluded that its warrants qualify for equity accounting treatment.
Upon completion of the business combination, all of 8i’s then outstanding public and private warrants were replaced by the Company’s public and private warrants. The Company treated such warrants replacement as a warrant modification and no incremental fair value was recognized.
| F-15 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Forward Purchase Receivables and Prepaid Forward Purchase Liabilities
The
forward purchase receivable balance was $
In
connection with the forward purchase agreement, the Company recognized a liability in accordance with ASC 480-10-25-8, as the Company
is obligated to settle the Maturity Consideration in cash. This liability, referred to as the prepaid forward purchase liability, was
recorded on the Company’s consolidated balance sheets at $
Revenue recognition
The Company follows the revenue accounting requirements of Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“Accounting Standards Codification (“ASC”) 606”). The core principle underlying the revenue recognition of this ASU allows the Company to recognize - revenue that represents the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This will require the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer.
To achieve that core principle, the Company applies five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.
The Company accounts for a contract with a customer when the contract is committed in writing, the rights of the parties, including payment terms, are identified, the contract has commercial substance and collectability is probable.
Revenue recognition policies for the revenue stream is as follows:
Property Management Services
- Performance obligation satisfied over a period of time
The Company provides property management services in shopping malls, business office building, or residential apartments to all tenants and property owners. Property management services include common area property management services that contain cleaning, landscaping, public facilities maintenance and other traditional services and also include security property management services provided to all tenants and property owners. Each of the two services is within separate agreements. The Company identified common area property management services as a single performance obligation as the kinds of service in the contract are not capable of being distinct and identified the security management services as another single performance obligation as there is only one service that is to provide security services.
The Company recognizes the common area property management revenue and security property management revenue on a straight-line basis over the terms of the common area property management agreement and security property management agreement, generally over one year period because its customer simultaneously receives and consumes the benefits provided by the Company throughout the performance obligations period.
| F-16 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
The Company has elected to apply the practical expedient to expense costs as incurred for incremental costs to obtain a contract when the amortization period would have been one year or less. As of December 31, 2024 and 2023, the Company did not have any contract assets.
The Company recognized advance payments from its customer prior to revenue recognition as contract liability until the revenue recognition performance obligation are met. As of December 31, 2024 and 2023, the Company did not have any contract liability.
Sales of holistic wellness consumer products
- Performance obligations satisfied at a point in time
The Company derives its revenues from sales contracts with its customers with revenues being recognized when control of the holistic wellness consumer products are transferred to its customer at the Company’s office or shipment of the goods. The revenue is recorded net of estimated discounts and return allowances. Historically, there were insignificant sales returns.
Wellness therapies service
- Performance obligations satisfied at a point in time
The Company carries out its Wellness Therapies services, offering prepaid therapy session packages to customers. The primary performance obligation is providing individual therapy sessions. Each therapy session is considered a separate and distinct performance obligation that provides immediate benefit to the customer upon completion. Revenues are recognized at a point in time upon the completion of each individual therapy session. If a customer does not fully utilize all prepaid sessions by the expiration of the package, the Company is entitled to retain any remaining consideration, and the unredeemed balance is recognized as revenue upon the package’s expiration.
Licensing service of bioenergy cabin
- Performance obligations satisfied over the time
The Company carries out its licensing services by granting licensees non-exclusive rights to use its CK Health brand, proprietary marks, and Bioenergy Spa Capsules, along with providing ongoing business support throughout the licensing period. The primary performance obligation is providing the licensee the right to use the brand and equipment, combined with ongoing operational support. The licensee benefits continuously from access to the brand, proprietary technology, and support services during the licensing period. Revenues are recognized over time throughout the licensing period as the Company satisfies its performance obligations by making the licensed rights and support services available to the licensee.
Wellness Membership Program
- Performance obligations satisfied over the time
The Company carries out its Wellness Membership Program, where customers pay a fixed fee to access ongoing wellness benefits, including services, discounts, and therapy session entitlements, over a defined membership term. The primary performance obligation is providing continuous access to wellness services and related benefits throughout the membership period. Customers consume the benefits progressively over time as they utilize the services and privileges under the membership. Revenues are recognized over time throughout the membership term as the Company satisfies its performance obligation by making the wellness products and services available to members.
The Company has elected to apply the practical expedient to expense costs as incurred for incremental costs to obtain a contract when the amortization period would have been one year or less. As of December 31, 2024 and 2023, the Company did not have any contract assets.
| F-17 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
The
Company recognized advance payments from its customer prior to revenue recognition as contract liability until the revenue recognition
performance obligation are met. As of December 31, 2024 and 2023, the Company recorded $
Disaggregated information of revenues by products/services are as follows:
Schedule of disaggregated information of revenues
| For the Years Ended | ||||||||||||
December 31, 2024 | December 31, 2023 | December 31, 2022 | ||||||||||
| Property management service: | ||||||||||||
| Property management service – common area management | $ | $ | $ | |||||||||
| Property management service – security management | ||||||||||||
| Total property management service revenue | $ | $ | ||||||||||
| Holistic wellness consumer products and services: | ||||||||||||
| Holistic wellness consumer products | ||||||||||||
| Wellness therapies service | ||||||||||||
| Licensing service of bioenergy cabin | ||||||||||||
| Wellness Membership Program | ||||||||||||
| Total holistic wellness consumer products and service revenue | ||||||||||||
| Total revenue | ||||||||||||
Cost of revenues
Property Management Services
Cost of revenues mainly consists of labor expenses incurred attributable to property management service.
Disaggregated information of cost of revenues by products/services are as follows:
Schedule of disaggregated information of cost of revenues
| For the Years Ended | ||||||||||||
December 31, 2024 | December 31, 2023 | December 31, 2022 | ||||||||||
| Property management service: | ||||||||||||
| Property management service – common area management | $ | $ | $ | |||||||||
| Property management service – security management | ||||||||||||
| Total property management service cost of revenue | ||||||||||||
| Holistic wellness consumer products and services: | ||||||||||||
| Holistic wellness consumer products | ||||||||||||
| Wellness therapies service | ||||||||||||
| Total holistic wellness consumer products and service cost of revenue | ||||||||||||
| Total cost of revenues | ||||||||||||
| F-18 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Advertising costs
Advertising
is mainly through online and offline promotion activities. Advertising costs amounted to $
Defined contribution plan
The full-time employees of the Company are entitled to the government mandated defined contribution plan. The Company is required to accrue and pay for these benefits based on certain percentages of the employees’ respective salaries, subject to certain ceilings, in accordance with the relevant government regulations, and make cash contributions to the government mandated defined contribution plan. Total expenses for the plans were $, $, and $ for the years ended December 31, 2024, 2023 and 2022, respectively.
The related contribution plans include:
Singapore subsidiaries
-
Central Provident Fund (“CPF”) –
-
Skill Development Levy (“SDL”) –
Malaysia subsidiaries
-
Social Security Organization (“SOSCO”) –
-Employees
Provident Fund (“EPF”) –
-Employment
Insurance System (“EIS”) –
Goods and services taxes (“GST”)
Revenue
represents the invoiced value of service, net GST. The GST are based on gross sales price. GST rate is generally
Income taxes
The Company accounts for income taxes in accordance with U.S. GAAP for income taxes. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is calculated using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax basis. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable income will be utilized with prior net operating loss carried forwards using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be utilized. Current income taxes are provided for in accordance with the laws of the relevant tax authorities.
| F-19 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is more-likely-than-not of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. No penalties and interest incurred related to underpayment of income tax for the years ended December 31, 2024, 2023 and 2022. As of December 31, 2024, the tax returns of the Company’s Singapore entities for the calendar year from 2020 through 2023 remain open for statutory examination by Singapore tax authorities.
The Company recognize interest and penalties related to unrecognized tax benefits, if any, on the income tax expense line in the accompanying consolidated statement of operations. Accrued interest and penalties are included on the related tax liability line in the consolidated balance.
The Company conducts much of its business activities in Singapore and is subject to tax in its jurisdiction. As a result of its business activities, the Company’s subsidiaries file separate tax returns that are subject to examination by the foreign tax authorities.
Discontinued operations
A discontinued operation may include a component of an entity or a group of components of an entity, or a business or nonprofit activity. A disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operation if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when any of the following occurs: (1) the component of an entity or group of components of an entity meets the criteria to be classified as held for sale; (2) the component of an entity or group of components of an entity is disposed of by sale; (3) the component of an entity or group of components of an entity is disposed of other than by sale (for example, by abandonment or in a distribution to owners in a spinoff).
Comprehensive loss
Comprehensive loss consists of two components, net income and other comprehensive loss. Other comprehensive loss refers to revenue, expenses, gains and losses that under GAAP are recorded as an element of shareholders’ equity but are excluded from net income. Other comprehensive loss consists of a foreign currency translation adjustment resulting from the Company not using the U.S. dollar as its functional currencies.
The Company computes (loss) earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average ordinary share outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.
| F-20 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Schedule of basic and diluted earnings per share
| For the Years Ended December 31 | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| Numerator | ||||||||||||
| Net loss from continuing operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Less: Net (loss) income attributable to noncontrolling interest from continuing operations | ( | ) | ( | ) | ||||||||
| Net loss attributable to common shareholders, basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Denominator | ||||||||||||
| Weighted average number of shares outstanding, basic and diluted | ||||||||||||
| Loss per share, basic and diluted | $ | ) | $ | ) | $ | ) | ||||||
The Company calculates basic and diluted earnings/ (loss) per share for discontinued operations as follows:
| For the Years Ended December 31 | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| Numerator | ||||||||||||
| Net income/(loss) attributable to common shareholders, basic | $ | $ | ( | ) | $ | |||||||
| Denominator | ||||||||||||
| Weighted average number of shares outstanding, basic and diluted | ||||||||||||
| Earnings/ (loss) per share, basic and diluted | $ | $ | ) | $ | ||||||||
As of December 31, 2024, the Company had dilutive securities from the outstanding convertible notes and warrants convertible into and of the Company’s ordinary shares, respectively, that were not included in the computation of dilutive loss per share because the inclusion of such convertible notes and warrants would be anti-dilutive.
As of December 31, 2023, the Company had dilutive securities from the outstanding convertible notes and warrants convertible into and of the Company’s ordinary shares, respectively, that were not included in the computation of dilutive loss per share because the inclusion of such convertible notes and warrants would be anti-dilutive.
As of December 31, 2022, the Company had dilutive securities from the outstanding convertible notes and warrants convertible into and of the Company’s ordinary shares, respectively, that were not included in the computation of dilutive loss per share because the inclusion of such convertible notes and warrants would be anti-dilutive.
Fair value measurements
Fair value is defined as the price that would be received for an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. Valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. When determining the fair value measurements for assets and liabilities, we consider the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. The following summarizes the three levels of inputs required to measure fair value, of which the first two are considered observable and the third is considered unobservable:
Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
| F-21 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The fair value for certain assets and liabilities such as cash and restricted cash, accounts receivable, net, other receivables, prepaid expenses and other current assets, loan to third-party, short-term loans, promissory note, convertible notes, accounts payable, other payables and accrued liabilities, and tax payables have been determined to approximate carrying amounts due to the short maturities of these instruments. The Company believes that its long-term loan to third party approximates the fair value based on current yields for debt instruments with similar terms.
The Company did not have any financial assets or liabilities that were accounted for at fair value on a recurring basis as of December 31, 2024 and 2023.
Leases
The Company accounts for leases in accordance with ASC 842. The Company entered into three agreements as a lessee to lease office equipment for general and administrative operations. If any of the following criteria are met, the Company classifies the lease as a finance lease:
| ● | The lease transfers ownership of the underlying asset to the lessee by the end of the lease term; | |
| ● | The lease grants the lessee an option to purchase the underlying asset that the Company is reasonably certain to exercise; | |
| ● | The lease term is for 75% or more of the remaining economic life of the underlying asset, unless the commencement date falls within the last 25% of the economic life of the underlying asset; | |
| ● | The present value of the sum of the lease payments equals or exceeds 90% of the fair value of the underlying asset; or | |
| ● | The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. |
Leases that do not meet any of the above criteria are accounted for as operating leases.
The Company combines lease and non-lease components in its contracts under Topic 842, when permissible.
Finance and operating lease right-of-use (“ROU”) assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Since the implicit rate for the Company’s leases is not readily determinable, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term.
Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its finance or operating lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Its leases generally do not provide a residual guarantee.
The finance or operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term for operating lease. Meanwhile, the Company recognizes the finance leases ROU assets and interest on an amortized cost basis. The amortization of finance ROU assets is recognized on an accretion basis as amortization expense, while the lease liability is increased to reflect interest on the liability and decreased to reflect the lease payments made during the period. Interest expense on the lease liability is determined each period during the lease term as the amount that results in a constant periodic interest rate of the office equipment on the remaining balance of the liability.
| F-22 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease liabilities in any tested asset group and includes the associated operating lease payments in the undiscounted future pre-tax cash flows. For the years ended December 31, 2024, 2023 and 2022, the Company did not recognize impairment loss on its finance and operating lease ROU assets.
Related parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
Recent accounting pronouncements
The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.
New Accounting Standards That Have Been Adopted:
On November 27, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 amends ASC 280, Segment Reporting(“ASC 280”) to expand segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the Company’s chief operating decision maker (“CODM”), the amount and description of other segment items, the title and position of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 further permits disclosure of more than one measure of segment profit or loss and extends the full disclosure requirements of ASC 280 to companies with single reportable segments. The Company adopted ASU 2023-07 on January 1, 2024, which did not have a material impact on the Consolidated Financial Statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU requires the annual financial statements to include consistent categories and greater disaggregation of information in the rate reconciliation, and income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024, and interim periods within those annual periods; early adoption is permitted. Adoption is either with a prospective method or a fully retrospective method of transition. The Company adopted ASU 2023-09 on January 1, 2025, which did not have a material impact on the Consolidated Financial Statements.
New Accounting Standards That Have Not Yet Been Adopted:
In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements — codification amendments in response to SEC’s disclosure Update and Simplification initiative which amend the disclosure or presentation requirements of codification subtopic 230-10 Statement of Cash Flows—Overall, 250-10 Accounting Changes and Error Corrections— Overall, 260-10 Earnings Per Share— Overall, 270-10 Interim Reporting— Overall, 440-10 Commitments—Overall, 470-10 Debt—Overall, 505-10 Equity—Overall, 815-10 Derivatives and Hedging—Overall, 860-30 Transfers and Servicing—Secured Borrowing and Collateral, 932-235 Extractive Activities— Oil and Gas—Notes to Financial Statements, 946-20 Financial Services— Investment Companies— Investment Company Activities, and 974-10 Real Estate—Real Estate Investment Trusts—Overall. The amendments represent changes to clarify or improve disclosure and presentation requirements of above subtopics. Many of the amendments allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the SEC’s requirements. Also, the amendments align the requirements in the Codification with the SEC’s regulations. For entities subject to existing SEC disclosure requirements or those that must provide financial statements to the SEC for securities purposes without contractual transfer restrictions, the effective date aligns with the date when the SEC removes the related disclosure from Regulation S-X or Regulation S-K. Early adoption is not allowed. For all other entities, the amendments will be effective two years later from the date of the SEC’s removal. The Company is currently evaluating the impact of the update on the Company’s consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, which clarifies the accounting guidance for induced conversions of convertible debt. The amendments clarify that, to account for a settlement as an induced conversion, an inducement offer must provide at least the consideration (in form and amount) issuable under the original conversion terms, even for instruments with cash conversion features. The amendments also clarify that the guidance applies to instruments not currently convertible, provided they had a substantive conversion feature at issuance and at the time of the inducement offer. The amendments aim to improve the relevance and consistency in application of the induced conversion guidance and are effective for annual periods beginning after December 15, 2025, with early adoption permitted for entities that have adopted ASU 2020-06. The Company is currently evaluating the impact of the update on the Company’s consolidated financial statements and related disclosures.
On November 4, 2024, the FASB issued ASU No. 2024-03, Expense Disaggregation Disclosures (“ASU 2024-03”). ASU 2024-03 amends ASC 220, Comprehensive Income to expand income statement expense disclosures and require disclosure in the notes to the financial statements of specified information about certain costs and expenses. ASU 2024-03 is required to be adopted for fiscal years commencing after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard on the Consolidated Financial Statements.
Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, statements of operations and comprehensive loss and statements of cash flow.
| F-23 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Note 4 – Reverse recapitalization
On November 17, 2022, the Company consummated the Business Combination contemplated by the SPA between 8i, EHL, Watermark, and Kwong Yeow Liew, dated April 11, 2022 and amended May 30, 2022, June 10, 2022, and September 7, 2022. As contemplated by the SPA, a business combination between 8i and EHL was effected by the purchase by 8i of all of the issued and outstanding shares of EHL from Watermark, resulting in EHL becoming a wholly owned subsidiary of 8i.
Upon the consummation of the Business Combination, the following events contemplated by the SPA occurred, based on EUDA’s capitalization as of November 17, 2022:
| ● | all
issued and outstanding shares of EHL were converted into shares of the Company’s | |
| ● | the
entitlement of shares (“Earnout Shares”) of the Company’s |
| ○ | additional Earnout Shares to be issued if during the period beginning on the Closing Date and ending on the first anniversary of the Closing Date, the Company’s share price is equal to or greater than Fifteen Dollars ($) after the Closing Date; | |
| ○ | additional Earnout Shares to be issued if during the period beginning on the first anniversary of the Closing Date and ending on the second anniversary of the Closing Date, the Company’s share price is equal to or greater than Twenty Dollars ($); | |
| ○ |
additional Earnout Shares to be issued if the consolidated audited financial statements of EUDA for the fiscal year commencing January
1, 2023 and ending December 31, 2023, reflect that EUDA has achieved both of the following financial metrics for such fiscal year:
(x) revenues of at least $ | |
| ○ |
additional Earnout Shares to be issued if the consolidated audited financial statements of EUDA for the fiscal year commencing January
1, 2024 and ending December 31, 2024, reflect that EUDA has achieved both of the following financial metrics for such fiscal year:
(x) revenues of at least $ |
In connection with the closing the Business Combination:
| ● | all
8i’s | |
| ● | all 8i’s par value private ordinary shares of remained outstanding; | |
| ● | all 8i’s par value founder shares of remained outstanding; |
| ● | all
8i’s rights, consisting of public rights and private rights, automatically converted into an aggregate of
of the Company’s | |
| ● | shares of the Company’s no par value ordinary shares were issued to a service provider in connection with the business combination; | |
| ● | shares of the Company’s par value ordinary shares were issued to a service provider in connection with the closing of transactions contemplated pursuant to certain share purchase agreement. Such issuance of the ordinary share serves the purpose of securing the repayment of $ convertible promissory note to the service provider; |
| F-24 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Schedule of shares issued and outstanding reverse recapitalization
| Ordinary Shares | ||||
| 8i ordinary shares outstanding prior to Reverse Recapitalization | ||||
| Less: redemption of 8i ordinary shares | ( | ) | ||
| Conversion of 8i rights | ||||
| Shares issued to service providers | ||||
| Conversion of EHL ordinary shares into 8i ordinary shares | ||||
| Total shares outstanding | ||||
EHL was determined to be the accounting acquirer given EHL effectively controlled the combined entity after the SPAC Transaction. The transaction is not a business combination because 8i was not a business. The transaction is accounted for as a reverse recapitalization, which is equivalent to the issuance of shares by EHL for the net monetary assets of 8i, accompanied by a recapitalization. EHL is determined as the accounting acquirer and the historical financial statements of EHL became the Company’s historical financial statements, with retrospective adjustments to give effect of the reverse recapitalization. The net assets of 8i were recognized as of the closing date at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger are those of EHL and EHL’s operations are the only ongoing operations of EHL.
In
connection with the Reverse Recapitalization, the Company raised approximately $
The following table reconcile the elements of the Reverse Recapitalization to the consolidated statements of cash flows and the changes in shareholders’ equity (deficit):
Schedule of financial statements of reverse recapitalization
| November 18, 2022 | ||||
| Funds held in 8i’s trust account | $ | |||
| Funds held in 8i’s operating cash account | ||||
| Less: amount paid to redeem public shares of 8i’s ordinary shares | ( | ) | ||
| Less: payments of transaction costs incurred by 8i | ( | ) | ||
| Less: payments of forward purchase agreements | ( | ) | ||
| Less: repayments of promissory note – related party of 8i | ( | ) | ||
| Proceeds from the Reverse Recapitalization | ||||
| Less: unpaid deferred underwriting fee | ( | ) | ||
| Less: unpaid transaction costs incurred by 8i | ( | ) | ||
| Less: payment and accrued expenses of transaction costs related to the Reverse Recapitalization | ( | ) | ||
| Add: non-cash net assets assumed from 8i | ||||
| Net contributions from issuance of ordinary shares upon the Reverse Recapitalization | $ | |||
Note 5 – Discontinued operations
In September 2023, the Board resolved on the plan to streamline its medical services practice, which was carried out through the entities of KRHSG, EUDA PL, ZKTV PL, SEMA, ED PL, KR Hill PL, ZKT PL, KR Digital, and Zukihealth, as the Company is in the process of transitioning its business to other medical service fields. The streamlining of the Company’s medical services practice was accounted for as a discontinued operation because it represented a strategic shift that had a major effect on the Company’s operations and financial results in accordance with ASC 205-20-45.
On January 1, 2024, the Company lost control of SEMA, Euda PL, and its subsidiary ZKTV PL, while they were undergoing liquidation. Accordingly, the Company deconsolidated SEMA, Euda PL and ZKTV PL from its consolidated financial statements effective as of that date.
On
December 30, 2024, the Company sold
| F-25 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Reconciliation of the carrying amounts of major classes of assets and liabilities from discontinued operations in the consolidated balance sheets as of December 31, 2024 and 2023 are as follows:
Schedule of discontinued operation of financial statements
December 31, 2024 | December 31, 2023 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Other receivables | ||||||||
| Due from related parties | ||||||||
| Prepaid expenses and other current assets | ||||||||
| TOTAL CURRENT ASSETS OF DISONTINUED OPERATIONS | ||||||||
| TOTAL ASSETS OF DISCONTINUED OPERATIONS | $ | $ | ||||||
| LIABILITIES | ||||||||
| CURRENT LIABILITIES | ||||||||
| Short term loans - bank and private lender | $ | $ | ||||||
| Accounts payable | ||||||||
| Other payables and accrued liabilities | ||||||||
| Other payables - related parties | ||||||||
| Taxes payable | ||||||||
| TOTAL CURRENT LIABILITIES OF DISCONTINUED OPERATIONS | ||||||||
| TOTAL LIABILITIES OF DISCONTINUED OPERATIONS | $ | $ | ||||||
Reconciliation of the amounts of major classes of income and losses from discontinued operations in the consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022 are as follows:
| 2024 | 2023 | 2022 | ||||||||||
| For the Years Ended December 31, | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| REVENUE | $ | $ | $ | |||||||||
| COST OF REVENUE | ||||||||||||
| GROSS PROFIT | ||||||||||||
| OPERATING EXPENSES | ||||||||||||
| Selling | ||||||||||||
| General and administrative | ||||||||||||
| Research and development | ||||||||||||
| TOTAL OPERATING EXPENSES | ||||||||||||
| (LOSS) INCOME FROM OPERATIONS | ( | ) | ( | ) | ||||||||
| OTHER INCOME (EXPENSE), NET | ( | ) | ||||||||||
| INCOME (LOSS) BEFORE INCOME TAXES | ( | ) | ||||||||||
| PROVISION FOR INCOME TAXES | ||||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO EUDA | $ | $ | ( | ) | $ | |||||||
| F-26 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Reconciliation of the amount of cash flows from discontinued operations in the consolidated statements of cash flows for the years ended December 31, 2024, 2023 and 2022 are as follows:
| 2024 | 2023 | 2022 | ||||||||||
| For the Years Ended December 31, | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| Net cash (used in) provided by operating activities from discontinued operations | $ | ( | ) | $ | $ | ( | ) | |||||
| Net cash used in investing activities from discontinued operations | $ | ( | ) | $ | $ | ( | ) | |||||
| Net cash provided by (used in) financing activities from discontinued operations | $ | $ | ( | ) | $ | |||||||
Note 6 – Acquisition of Fortress Cove
On May 6, 2024, EUDA entered into a Share Purchase Agreement with certain persons for the acquisition of all outstanding shares of Fortress Cove and its % owned subsidiary, CKHP.
CKHP
is a Malaysia company, and it has no operations prior to April 1, 2024 other than start up activities. On March 11, 2024, CKHP signed
an agency contract to begin its principal activities, which include the exclusive rights in the distribution of series of collagens of
“YOROYAL” brand in Malaysia, Vietnam and Indonesia, through its members and through its online platform. On March 25, 2024,
CKHP signed another agency contract which include the exclusive distribution rights to distribute bioenergy cabins in Malaysia from Guangzhou
Beauty Wellness Health Technology Co., Ltd. (“GBHT”). Pursuant to the Share Purchase Agreement, EUDA has agreed to acquire
the entire issued capital of CKHP for an aggregate consideration of newly issued ordinary shares (the “Consideration
Shares”), valued at $ million, or $ per share based on market price on May 7, 2024, EST. An additional one million ordinary
shares (the “Additional Consideration Shares”) will be issued to the persons named in the Share Purchase Agreement if CKHP’s
net income for the year ended December 31, 2024 is at least USD million and net income for the year ended December 31, 2025 is at
least USD million.
EUDA accounted for the acquisition of Fortress Cove as the purchase of an asset under generally accepted accounting principles in the U.S. (U.S. GAAP). Under this method of accounting, the assets of Fortress Cove will be recorded as of the Acquisition Date at their fair values and consolidated with EUDA. The fair value estimates include, but are not limited to, future expected cash flows, revenue and expense projections and discount rates.
| F-27 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
The following table summarizes the consideration transferred:
Schedule of consideration transferred
| Acquisition Date | ||||
| Fair value of equity transferred in Acquisition Date (1) | $ | |||
| Fair value of contingent consideration (2) | ||||
| Total consideration transferred | $ | |||
| (1) | ||
| (2) |
The
purchase price was allocated to the assets and identifiable intangible assets acquired, and liabilities assumed, based on their relative
fair values at the acquisition date. The Company considered the fair value of identifiable intangible assets is lower than their allocated
relative fair values and recorded an impairment loss of $
The
identifiable intangible assets, consisting of distribution contracts with Guangzhou Beauty Wellness Health Technology Co., Ltd (“GBHT”)
and Guangzhou Yoroyal Medical Technology Co., Ltd (“Yoroyal”), were recognized with fair values of $
Note 7 – Accounts receivable, net
Accounts receivable consist of the following:
Schedule of accounts receivable
| As of December 31, 2024 | As of December 31, 2023 | |||||||
| Accounts receivable | $ | $ | ||||||
| Allowance for credit losses | ( | ) | ( | ) | ||||
| Total accounts receivable, net | $ | $ | ||||||
As
of December 31, 2024 and 2023, the Company had allowance for credit losses of $
Movements of allowance for credit losses from accounts receivable are as follows:
Schedule of movements of allowance for doubtful accounts
For the Year ended December 31, | For the Year December 31, | For the Year December 31, | ||||||||||
| Beginning balance | $ | $ | $ | |||||||||
| Addition | ||||||||||||
| Exchange rate effect | ( | ) | ||||||||||
| Ending balance | $ | $ | $ | |||||||||
| F-28 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Note 8 – Inventories
Inventories consist of the following:
Schedule of inventories
As of December
31, |
As of December
31, |
|||||||
| Finished goods | $ | $ | ||||||
Note 9 – Other receivables
Other receivables consist of the following:
Schedule of other receivables
As of December
31, |
As of December
31, |
|||||||
| Employee advance and others | $ | $ | ||||||
Movements of allowance for credit losses from other receivables are as follows:
Schedule of other receivables allowance for doubtful accounts
For the Year ended December 31, | For the Year December 31, | For the Year December 31, | ||||||||||
| Beginning balance | $ | $ | $ | |||||||||
| Addition | ||||||||||||
| Write-off | ( | ) | ||||||||||
| Ending balance | $ | $ | $ | |||||||||
Note 10 – Property and equipment, net
Property and equipment, net consist of the following:
Schedule of property and equipment
As of December 31, | As of December 31, | |||||||
| Office equipment | $ | $ | ||||||
| Leasehold improvement | ||||||||
| Subtotal | ||||||||
| Property and equipment, gross | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
Depreciation
expense for the years ended December 31, 2024, 2023 and 2022 amounted to $
| F-29 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Note 11 – Intangible assets, net
Intangible assets consisted of the following:
Schedule of intangible assets, net
As of December 31, | As of December 31, | |||||||
| Software | $ | $ | ||||||
| Distribution rights | ||||||||
| Total intangible assets | ||||||||
| Less: accumulated amortization | ||||||||
| Total intangible assets, net | $ | $ | ||||||
Amortization
expense for the years ended December 31, 2024, 2023 and 2022 amounted to $
The following table sets forth the Company’s amortization expense for the next five years ending:
Schedule of amortization expense
| Amortization | ||||
| expenses | ||||
| Twelve months ending December 31, 2025 | $ | |||
| Twelve months ending December 31, 2026 | ||||
| Twelve months ending December 31, 2027 | ||||
| Twelve months ending December 31, 2028 | ||||
| Twelve months ending December 31, 2029 | ||||
| Total | $ | |||
Note 12 – Forward Purchase Agreements
On November 9, 2022 and November 13, 2022, 8i, EHL, and certain institutional investors, HB Strategies LLC (the “Seller 1”) and Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B (“Seller 2”) entered into an agreement (the “Prepaid Forward Agreement 1” and “Prepaid Forward Agreement 2”), respectively, for an equity prepaid forward transaction (the “Prepaid Forward Transaction 1” and “Prepaid Forward Transaction 2”).
Pursuant
to the terms of the Prepaid Forward Agreements, Seller 1 and Seller 2 may (i) purchase through a broker in the open market, from holders
of Shares other than 8i Acquisition or affiliates thereof, 8i Acquisition’s ordinary shares, no par value, (the “Shares”),
or (ii) reverse Seller 1’s and Seller 2’s prior exercise of redemption rights as to Shares in connection with the Business
Combination (all such purchased or reversed Shares, the “Recycled Shares 1” and “Recycled Shares 2”, respectively).
While Seller 1 and Seller 2 has no obligation to purchase any Shares under the Prepaid Forward Agreement 1 and Prepaid Forward Agreement
2, the aggregate total Recycled Shares 1 and Recycled Shares 2 that may be purchased or reversed under the Prepaid Forward Agreement
1 and Prepaid Forward Agreement 2 shall be no more than shares and shares, respectively. Seller 1 and Seller 2 have
agreed to hold the Recycled Shares 1 and Recycled Shares 2, for the benefit of (a) 8i Acquisition until the closing of the Business Combination
(the “Closing”) and (b) the Company after the Closing (each a “Counterparty”). Seller 1 and Seller 2 also may
not beneficially own greater than
The key terms of the forward contracts are as follows:
- Sellers can terminate the Transaction no later than the later of: (a) Third Local Business Day following the Optional Early Termination (“OET”); (b) the first Payment Date after the OET Date which shall specify the quantity by which the Number of Shares is to be reduced (such quantity, the “Terminated Shares”) Seller shall terminate the Transaction in respect of any Shares sold on or prior to the Maturity Date. The Counterparty is entitled to an amount from the Seller equal to the number of terminated shares multiplied by the Reset Price.
| F-30 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
-Seller 1 and Seller 2 are entitled to receive the Maturity Consideration, an amount equal to the product of: (1) Number of Recycled Shares specified in the Pricing Date Notice, less(b) the number of Terminated Shares multiplied by (2) USD (the “Maturity Consideration”), in cash. The Company can also pay the Seller 1 and Seller 2 shares based on the Company’s average volume weighted average share price (“VWAP”) of the Shares over 30 Scheduled Trading Days ending on the Maturity Date. Such settlement consideration or OET is considered to be an embedded feature (or instrument) with in the Prepaid Forward Transaction 1 and 2.
- The Prepaid Forward Transaction 1 and 2 required physical settlement by repurchase of remaining of the recycled shares in exchange for cash and if either the amount to be paid or the settlement date varies based on specified conditions, the earlier of a) first anniversary of the closing of the transactions between Counterparty and EUDA on November 18, 2022 or b) the date specified by Seller in a written notice to be delivered at Seller’s discretion (not earlier than the day such notice is effective) after the occurrence of a VWAP Trigger Event, those instruments shall be measured subsequently at the amount of cash that would be paid under the conditions specified in the contract if settlement occurred at the reporting date, recognizing the resulting change in that amount from the previous reporting date as interest cost, which we recorded as change in fair value of prepaid forward purchase liability.
In accordance with ASC 480, Distinguishing Liabilities from Equity, the Company has determined that the prepaid forward contract is a financial instrument other than a share that represent or are indexed to obligations to repurchase the issuer’s equity shares by transferring assets, referred to herein as the “prepaid forward purchase liability” on its consolidated balance sheets. The Company initially measure the prepaid forward purchase liability at fair value and measured subsequently at fair value with changes in fair value recognized in earnings.
As
of the closing of the Business Combination on November 17, 2022, the fair value of the prepaid forward purchase liability was $
On
June 8, 2023, the Company and the Seller 1 and Seller 2 entered into amendments to the Prepaid Forward Agreement 1 and Prepaid Forward
Agreement 2 (together, the “Amendments”), to amend the definition of “Maturity Consideration,” such that, Maturity
Consideration shall consist of ordinary shares of EUDA to be issued to the each Seller by the Company. Pursuant to the Prepaid
Forward Agreement 1 and Prepaid Forward Agreement 2, the maturity date of the Prepaid Forward Transactions (the “Maturity Date”)
may be accelerated by the Sellers after any occurrence wherein during any 30 consecutive trading-day period, the dollar volume-weighted
average price of the Company’s ordinary shares for 20 trading days is less than $ per share. Pursuant to the Amendments, the
parties agreed that the Prepaid Forward Transactions shall be accelerated as of the date of the Amendments, and accordingly, the
ordinary shares (or ordinary shares in the aggregate), became immediately due and payable to the Sellers upon execution of
the Amendments. The Amendments provide the Sellers with registration rights for the ordinary shares issuable as Maturity Consideration,
and also prohibit the Sellers from selling such ordinary shares on any exchange business day in an amount greater than
| F-31 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Note 13 – Credit facilities
Short term loans – private lenders
Outstanding balances on short term loans from private lenders consist of the following:
Schedule of short-term loans
| Lender Name | Maturities | Interest Rate |
Collateral/ Guarantee |
As of December
31, |
As of December
31, |
|||||||||||
| % | $ | $ | ||||||||||||||
(Repaid on January 31, 2025) |
% | |||||||||||||||
| % | ||||||||||||||||
| Total | $ | $ | ||||||||||||||
Short term loans – related parties
Outstanding balances on short term loans from related parties consist of the following:
Schedule of short-term loans
| Lender Name | Maturities | Interest Rate |
Collateral/ Guarantee |
As of December
31, |
As of December
31, |
|||||||||||
| % | $ | $ | ||||||||||||||
| % | ||||||||||||||||
| % | ||||||||||||||||
| Total | $ | $ | ||||||||||||||
| (1) | ||
| (2) | ||
| (3) | ||
| (4) |
| F-32 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Convertible notes – third parties
Outstanding balances on convertible notes consist of the following:
Schedule of convertible notes
| Lender Name | Maturities | Interest Rate | Terms | As of December
31, |
As of December
31, |
|||||||||||
| % | $ | $ | ||||||||||||||
| % | ||||||||||||||||
| % | ||||||||||||||||
| % | ||||||||||||||||
| % | ||||||||||||||||
| Total | $ | $ | ||||||||||||||
| (1) |
|
| (2) |
| F-33 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
| (3) | |
(4) |
Convertible notes – related parties
Schedule of convertible notes
Lender Name |
Maturities | Interest Rate |
Terms | As of December
31, |
As of December
31, |
|||||||||||
| % | $ | $ | ||||||||||||||
| % | ||||||||||||||||
| Total | $ | $ | ||||||||||||||
| (1) | ||
| (2) |
| F-34 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
| (3) | ||
| (4) |
The Company determined that the embedded conversion feature from the convertible notes, related parties and third parties qualifies for the scope exception due to the embedded conversion feature indexed to the Company’s stock in accordance with ASC 815-40-15 and meet the equity requirement in accordance with ASC815-40-25.
The movement of convertible notes from third parties and related parties are as following:
Schedule of movement of convertible notes
| Third parties | Related parties | |||||||
| December 31, 2023 balance | $ | $ | ||||||
| Issuance of the convertible notes | ||||||||
| Acquired from Fortress Cove Acquisition | ||||||||
| Repayments | ( | ) | ||||||
| Conversion | ( | ) | ( | ) | ||||
| December 31, 2024 balance | $ | $ | ||||||
Note 14 – Other payables and accrued liabilities
Schedule of other payables and accrued liabilities
As of December 31, 2024 | As of December 31, | |||||||
| Accrued expenses (i) | $ | $ | ||||||
| Accrued payroll | ||||||||
| Accrued interests (ii) | ||||||||
| Others | ||||||||
| Total other payables and accrued liabilities | $ | $ | ||||||
| (i) | Accrued expenses |
| (ii) | Accrued interests |
| F-35 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Note 15 – Related party balances and transactions
Related party balances
Other receivable – related party
Schedule of related party balances
Name of Related Party |
Relationship | Nature | As of December 31, 2024 |
As of December 31, 2023 |
||||||||
| Alex Lai Kum Weng | Director of CKHP | Employee advance | $ | $ | ||||||||
Other payables – related parties
Name of Related Party |
Relationship | Nature | As of December 31, 2024 |
As of December
31, |
||||||||
| Kelvin Chen | Former CEO, Director and shareholder of the Company |
Operating expense paid on behalf of the Company | $ | $ | ||||||||
| Kent Ridge Health Pte Ltd | Shareholders of this entity also are the shareholders of the Company | Operating expense paid on behalf of the Company | ||||||||||
| UG Digital Sdn Bhd | UGD, subsidiary of the Company owned 40% of this company | Operating expense paid on behalf of the Company |
|
|||||||||
| James Tan | Shareholder of the Company | Operating expense paid on behalf of the Company | ||||||||||
| Chong Yew Yen | Director of CKHP (resigned on July 31, 2024) and shareholder of the Company | Operating expense paid on behalf of the Company | ||||||||||
| 8i Enterprises Pte Ltd (“8iEPL”) (1) | Shareholders of this entity also are the shareholders of the Company | Advisory services fee payable | ||||||||||
| 8i Digital services Pte Ltd (“8i Digital”) | Shareholders of this entity also are the shareholders of the Company | Advisory services fee payable | ||||||||||
| Alfred Lim | A CEO, an executive director and shareholder of the Company | Operating expense paid on behalf of the Company | ||||||||||
| Total | $ | $ | ||||||||||
| (1) |
Short term loans – related parties
See Note 13 for details.
| F-36 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Convertible notes – related parties
See Note 13 for details.
Related party transaction
Acquisition of Fortress Cove
Consulting agreements with 8iEPL
On
March 16, 2024, the Company entered into a consultancy agreement (the “Consultancy Agreement”) with 8iEPL for a term of
IT professional consulting service from 8i Digital
From August 2024 to October 2024, the Company engaged 8i Digital to provide
IT professional consulting services. As of December 31, 2024, the Company had accrued a $
Note 16 – Shareholders’ equity
Capital contribution
On
September 20, 2022, the Company received capital of $
Forgiveness of debt by a related party
On
March 31, 2022, the Company and Wilke Services Limited (“Wilke”) entered into a deed of release of debt (“Deed”),
pursuant to the Deed, upon the closing of the Business Combination, Wilke agrees to release and discharge the Company from the obligation
to repay to Wilke of $
Ordinary shares
The
Company is authorized to issue ordinary shares of
-Issuance of ordinary shares to EHL
On
July 25, 2022, the Company issued ordinary shares ( ordinary share before reverse recapitalization) for
total consideration of $
The shares and corresponding capital amounts and all per share data related to EHL’s outstanding ordinary shares prior to the Reverse Recapitalization have been retroactively adjusted using the Exchange Ratio.
-Issuance of ordinary shares upon the reverse recapitalization (See Note 4)
On November 17, 2022, upon the consummation of the Business Combination, the Company issued an aggregate total of ordinary shares to 8i and various service provider.
| F-37 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
The following table presents the number of the Company’s ordinary shares issued upon the Reverse Recapitalization:
Schedule of reverse recapitalization
| Ordinary Shares | ||||
| 8i ordinary shares outstanding prior to Reverse Recapitalization | ||||
| Less: redemption of 8i ordinary shares | ( | ) | ||
| Conversion of 8i rights | ||||
| Shares issued to service providers | ||||
| Total shares issued upon the Reverse Recapitalization | ||||
-Private placements
In May 2023, the Company offered an aggregate of up to ordinary shares of the Company in a private placement.
Between
May 16 and May 22, 2023, the Company issued and sold to eight accredited investors an aggregate of ordinary shares (the “Placement
Shares”) at $ per share for an aggregate to purchase price of $
In
August 2023, the Company issued and sold to two accredited investors an aggregate of ordinary shares (the “Placement Shares”)
at $ per share for an aggregate to purchase price of $
In
June 2024, the Company issued and sold to two accredited investors an aggregate of ordinary shares (the “Placement Shares”)
at $ per share for an aggregate to purchase price of $
Conversion of debts
-Conversion of debts for the year ended December 31, 2023
On
May 16, 2023, the Company signed settlement agreement (“Settlement Agreement”) with James Tan, pursuant to which the Company
agreed to issue to James Tan an aggregate of restricted ordinary shares of the Company in full satisfaction of all
obligations of the Company under the Tan First Loan and the Tan Second Loan. This conversion resulted in $
On
May 16, 2023, the Company signed settlement agreements (“Settlement Agreements 2”) with two third parties, Shine Link, and
Menora, and a related party, 8i Holding, pursuant to which the Company agreed to issue to Shine Link, Menora, and 8i Holding , ,
and restricted ordinary shares of the Company, respectively, in full satisfaction of all obligations of the Company
under the convertible notes balance set forth in Note 8 from Shine Link, Menora, and 8i Holding. These conversions resulted in $
On
May 15, 2023, the Company issued to James Tan the Tan 2023 Note to replace the Tan 2022 Note. The Tan 2023 Note was an interest-free
convertible promissory note in the aggregate principal amount of $
| F-38 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
On
May 16, 2023, the Company signed settlement agreement (“Chen Settlement Agreement”) with Kelvin Chen, the former CEO of the
Company, pursuant to which the Company agreed to issue to Kelvin Chen an aggregate of restricted ordinary shares of
the Company in full satisfaction of Kelvin Chen’s claim for an aggregate amount of $
Schedule of issuance of shares upon conversion of notes and settlement of debts
Settlement Agreement | Settlement Agreement 2 | Tan 2023 Note | Chen Settlement Agreement | Total | ||||||||||||||||
| Restricted Ordinary shares issued for settlements | ||||||||||||||||||||
| Share price as of settlement date | $ | $ | $ | |||||||||||||||||
| Fair value of settlement shares | $ | $ | $ | $ | ||||||||||||||||
| Debt settled on May 16, 2023 | $ | ( | ) | $ | ( | ) | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Loss on Debt Settlements | $ | $ | $ | $ | ||||||||||||||||
-Conversion of debts for the year ended December 31, 2024
On
March 15, 2024, the Company entered into settlement agreements (“Executive Settlement Agreement”) with the former Chief Executive
Officer Kelvin Chen, former Chief Financial Officer Steven Sobak, and Chief Executive Officer and Executive Director Alfred Lim to resolve
outstanding compensation. Under these agreements, Mr. Chen was issued restricted ordinary shares in satisfaction of $
Pursuant
to a certain Settlement Agreement between the Company and 8iEPL, the Company’s related party dated March 15, 2024 (the “8iEPL
Settlement Agreement”), the Company has agreed to pay 8iEPL for a total sum of $
| F-39 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Schedule of issuance of shares upon conversion of notes and settlement of debts
Executive Agreement | 8iEPL Settlement Agreement | Total | ||||||||||
| Restricted Ordinary shares issued for settlements | ||||||||||||
| Share price as of settlement date | $ | |||||||||||
| Fair value of settlement shares | $ | $ | ||||||||||
| Debt settled on May 16, 2023 | $ | ( | ) | ( | ) | $ | ( | ) | ||||
| Loss on Debt Settlements | $ | $ | ||||||||||
Conversion of convertible note
On
January 16, 2024, the Company entered into a convertible loan agreement with Gilandi Limited (“Gilandi”), under which Gilandi
agreed to lend $
On
April 16, 2024, the Company and Affluence Resource Pte. Ltd., a Singapore company (“Affluence”) entered into a convertible
loan agreement (the “Convertible Loan Agreement 2”) pursuant to which Affluence has agreed to lend to the Company a convertible
loan in the principal amount of $
In
connection with the closing of the Business Combination, the Company issued to Maxim Group LLC (the “Holder”) a
convertible promissory note in the aggregate amount of $
Settlement of Prepaid Forward Contracts
The
Company issued ordinary shares on June 8, 2023 in connection with the settlement of the Prepaid Forward Contracts with a fair
value of $
Issuance of ordinary shares in assets acquisition
On May 6, 2024, EUDA entered into a Share Purchase Agreement for the acquisition of all outstanding shares of Fortress Cove and its % owned subsidiary, CKHP. Pursuant to the Share Purchase Agreement, EUDA has agreed to acquire the entire issued capital of CKHP for an aggregate consideration of newly issued ordinary shares (the “Consideration Shares”), valued at $ million, or $ per share based on market price on May 7, 2024, EST. Refer to Note 5 for further detail.
| F-40 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Warrants
In
connection with the reverse recapitalization, the Company has assumed
Warrants
became exercisable on the later of (a) the completion of the reverse recapitalization or (b) 12 months from the closing of the initial
public offering (“IPO”). The warrants will expire
As
of December 31, 2024, the Company had
The
Company may redeem the Public Warrants and Private Warrants in whole and not in part, at a price of $
● at any time while the warrants are exercisable and prior to their expiration,
● upon not less than 30 days’ prior written notice of redemption to each warrant holder,
● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $ per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading days period ending on the third trading business day prior to the notice of redemption to warrant holders, and,
● if, there is a current registration statement in effect with respect to the Ordinary Shares underlying the Warrants for each day in the 30-day trading period and continuing each day thereafter until the Redemption Date or the cashless exercise of the Warrants is exempt from the registration requirements under the Securities Act of 1933, as amended (the “Act”)
If the Company calls the warrants for redemption as described above, management will have the option to require all holders that wish to exercise the warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted for splits, dividends, recapitalizations and other similar events. Additionally, in no event will the Company be required to net cash settle the warrants.
The only difference between Public Warrants and Private Warrants is that the Private Warrants will not be transferable, assignable or salable until after the completion of reverse recapitalization.
The summary of warrants activity is as follows:
Schedule of warrant activities
| Warrants Outstanding | Ordinary Shares Issuable | Weighted Average Exercise Price | Average Remaining Contractual Life | |||||||||||||
| December 31, 2021 | $ | - | ||||||||||||||
| Granted | $ | |||||||||||||||
| Forfeited | $ | - | ||||||||||||||
| Exercised | $ | - | ||||||||||||||
| December 31, 2022 | $ | |||||||||||||||
| Granted | $ | - | ||||||||||||||
| Forfeited | $ | - | ||||||||||||||
| Exercised | $ | - | ||||||||||||||
| December 31, 2023 | $ | |||||||||||||||
| Granted | $ | - | ||||||||||||||
| Forfeited | $ | - | ||||||||||||||
| Exercised | $ | - | ||||||||||||||
| December 31, 2024 | $ | |||||||||||||||
| F-41 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Earnout shares
As part of the Business Combination, Watermark is entitled to the Earnout Shares of the Company’s no par value ordinary shares subject to the following four triggering events:
| ● | additional Earnout Shares to be issued if during the period beginning on the Closing Date and ending on the first anniversary of the Closing Date, the Company’s share price is equal to or greater than Fifteen Dollars ($) after the Closing Date (“Triggering Event 1”); | |
| ● | additional Earnout Shares to be issued if during the period beginning on the first anniversary of the Closing Date and ending on the second anniversary of the Closing Date, the Company’s share price is equal to or greater than Twenty Dollars ($) (“Triggering Event 2”); | |
| ● |
additional Earnout Shares to be issued if the consolidated audited financial statements of EUDA for the fiscal year commencing January
1, 2023 and ending December 31, 2023, reflect that EUDA has achieved both of the following financial metrics for such fiscal year:
(x) revenues of at least $ | |
| ● |
additional Earnout Shares to be issued if the consolidated audited financial statements of EUDA for the fiscal year commencing January
1, 2024 and ending December 31, 2024, reflect that EUDA has achieved both of the following financial metrics for such fiscal year:
(x) revenues of at least $ |
The Earnout Shares are accounted for as equity classified equity instruments, were included as merger consideration as part of the Reverse Recapitalization and recorded in capital. The fair value of the Earnout Shares was estimated using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the market condition targets may not be satisfied.
Schedule of earnout shares for triggering event
| Closing date | November 17, 2022 | |||
| Share price of the Company as of closing date | $ | |||
| Average daily return rate | % | |||
| Daily volatility for Triggering Event 1 | % | |||
| Daily volatility for Triggering Event 2 | % | |||
| Daily volatility | % | |||
| Risk-free rate for Triggering Event 1 | % | |||
| Risk-free rate for Triggering Event 2 | % | |||
| Risk-free rate | % | |||
| Grant Price for Trigging Event 1 | $ | |||
| Grant Price for Trigging Event 2 | $ | |||
| Grant Price | $ | |||
As a result, the Company determined the fair value of the Earnout Shares for Triggering Event 1 and 2 is amounted to $ and $, respectively, and recorded the same amount in consolidated statements of change in shareholders’ equity (deficit) and consolidated statements of operations and comprehensive loss as earnout share payment for the year ended December 31, 2022.
In addition, Company determined that the probabilities of achieving the revenue and net income thresholds are 0 for Triggering Event 3 and 4 and estimated the fair value of the Earnout Shares of 0.
| F-42 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Note 17 – Income taxes
British Virgin Islands
KRHL and SGGL are incorporated in the British Virgin Islands and are not subject to tax on income or capital gains under current British Virgin Islands law. In addition, upon payments of dividends by these entities to their shareholders, no British Virgin Islands withholding tax will be imposed.
Singapore
The
Company’s subsidiaries incorporated in Singapore and is subject to Singapore Profits Tax on the taxable income as reported in its
statutory financial statements adjusted in accordance with relevant Singapore tax laws.
Malaysia
The
Company’s subsidiary incorporated in Malaysia is governed by the income tax laws of Malaysia and the income tax provision in respect
of operations in Malaysia is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation,
interpretations and practices in respect thereof. Under the Income Tax Act of Malaysia, enterprises that incorporated in Malaysia are
usually subject to a unified
The United States and foreign components of loss before income taxes were comprised of the following:
Schedule of components of loss before income taxes
For the Year Ended December 31, 2024 | For the Year Ended December 31, | For the Year Ended | ||||||||||
| Singapore | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Malaysia | ( | ) | ||||||||||
| Foreign | ( | ) | ( | ) | ( | ) | ||||||
| Total loss (income) before income taxes | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
The provision (benefit) for income taxes consisted of the following:
Schedule of provision for income taxes
For
the Year December 31, | For
the Year | For
the Year | ||||||||||
| Current | $ | $ | $ | |||||||||
| Deferred | ( | ) | ( | ) | ||||||||
| Provision (benefit) for income taxes | $ | ( | ) | $ | $ | ( | ) | |||||
| F-43 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
The following table reconciles Singapore statutory rates to the Company’s effective tax rate:
Schedule of effective income tax rate
For the Year Ended December 31, 2024 | For the Year Ended December 31, 2023 | For the Year Ended December 31, 2022 | ||||||||||
| Singapore statutory income tax rate | % | % | % | |||||||||
| Tax rate difference outside Singapore (1) | % | ( | )% | ( | )% | |||||||
| Taxable income below exemption threshold | % | % | % | |||||||||
| Change in valuation allowance | ( | )% | ( | )% | ( | )% | ||||||
| Others (2) | ( | )% | % | ( | )% | |||||||
| Effective tax rate | % | % | % | |||||||||
| (2) |
The following table sets forth the significant components of the aggregate deferred tax assets and liabilities of the Company as of:
Schedule of deferred tax assets and liabilities
December 31, 2024 | December 31, 2023 | |||||||
| Deferred Tax Assets | ||||||||
| Valuation allowance for credit losses | $ | $ | ||||||
| Net operating loss carry forwards | ||||||||
| Lease liabilities | ||||||||
| Less: valuation allowance* | ( | ) | ( | ) | ||||
| Total deferred tax assets, net | $ | $ | ||||||
| Deferred Tax Liabilities | ||||||||
| Right of use assets | $ | ( | ) | $ | ( | ) | ||
| Amortization of intangible assets | ( | ) | ||||||
| Total deferred tax liabilities | ( | ) | ( | ) | ||||
| Deferred tax assets/(liabilities), net | $ | ( | ) | $ | ||||
| * |
As
of December 31, 2024 and 2023, the Company had net operating losses carry forward (including temporary taxable difference of bad debt
expense) of approximately $
Uncertain tax positions
The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of December 31, 2024 and 2023, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur interest and penalties tax for the years ended December 31, 2024, 2023 and 2022.
Taxes payable consist of the following:
Schedule of taxes payable
| December 31, 2024 | December 31, 2023 | |||||||
| GST taxes payable | $ | $ | ||||||
| Income taxes payable | ||||||||
| Totals | $ | $ | ||||||
| F-44 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Note 18 – Concentrations risks
(a) Major customers
For
the years ended December 31, 2024, no customer accounted for more than
As
of December 31, 2024, two customers accounted for
(b) Major vendors
For
the years ended December 31, 2024, 2023 and 2022, no vendor accounted for
As
of December 31, 2024, two vendor accounted for
(c) Credit risk
Financial
instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. The Singapore
Deposit Insurance Corporation Limited (SDIC) insures deposits in a Deposit Insurance (DI) Scheme member bank or finance company up to
approximately $
The Company is also exposed to risk from accounts receivable and other receivables. These assets are subjected to credit evaluations. An allowance has been made for estimated unrecoverable amounts which have been determined by reference to past default experience and the current economic environment.
Note 19 – Leases
As of December 31, 2024 and 2023, the Company has leased three offices, which were classified as operating leases. In addition, the Company had two office equipment leases which were classified as finance leases.
The Company occupies various offices under operating lease agreements with a term shorter than twelve months which it elected not to recognize lease assets and lease liabilities under ASC 842. Instead, the Company recognized the lease payments in profit or loss on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred.
The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
| F-45 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
The Company recognized lease expense on a straight-line basis over the lease term for operating lease. Meanwhile, the Company recognized the finance leases ROU assets and interest on an amortized cost basis. The amortization of finance ROU assets is recognized on an accretion basis as amortization expense, while the lease liability is increased to reflect interest on the liability and decreased to reflect the lease payments made during the period.
The
ROU assets and lease liabilities are determined based on the present value of the future minimum rental payments of the lease as of the
adoption date, using weighted average interest rate of
Operating and finance lease expenses consist of the following:
Schedule of operating and finance lease expenses
| For the Years Ended | ||||||||||||||
| Classification | December 31, 2024 | December 31, 2023 | December 31, 2022 | |||||||||||
| Operating lease cost | ||||||||||||||
| Lease expenses | General and administrative | $ | $ | $ | ||||||||||
| Lease expenses – short-term | General and administrative | |||||||||||||
| Finance lease cost | ||||||||||||||
| Amortization of leased asset | General and administrative | |||||||||||||
| Interest on lease liabilities | Other expense -Interest expenses | |||||||||||||
| Total lease expenses | $ | $ | $ | |||||||||||
Schedule of weighted average remaining term and discount rate
As of December 31, 2024 | As of December 31, 2023 | |||||||
| Weighted-average remaining term | ||||||||
| Operating lease | ||||||||
| Finance leases | ||||||||
| Weighted-average discount rate | ||||||||
| Operating lease | % | % | ||||||
| Finance leases | % | % | ||||||
The following table sets forth the Company’s minimum lease payments in future periods as of December 31, 2024:
Schedule of future minimum lease payments
| Operating lease | Finance lease | |||||||||||
| payments | payments | Total | ||||||||||
| Twelve months ending December 31, 2025 | $ | $ | $ | |||||||||
| Twelve months ending December 31, 2026 | ||||||||||||
| Twelve months ending December 31, 2027 | ||||||||||||
| Twelve months ending December 31, 2028 | ||||||||||||
| Twelve months ending December 31, 2029 | ||||||||||||
| Total lease payments | ||||||||||||
| Less: discount | ( | ) | ( | ) | ( | ) | ||||||
| Present value of lease liabilities | $ | $ | $ | |||||||||
| F-46 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Note 20 – Commitments and contingencies
Contingencies
Legal
From time to time, the Company is party to certain legal proceedings, as well as certain asserted and un-asserted claims. Amounts accrued, as well as the total amount of reasonably possible losses with respect to such matters, individually and in the aggregate, are not deemed to be material to the consolidated financial statements.
On May 12, 2023, there were disagreements between the directors and formers directors of the Company concerning, among others, the legitimacy of:
| a) | The purported appointment of David Capes (“Mr. Capes”) as the Chairman of the Board of in place of Gerald Lim; | |
| b) | The purported appointment of Leonard Chee Hyong Chia (“Leonard”) to the Board as a replacement director; | |
| c) | The purported removal of certain individuals as director(s) of the Company by Mr. Capes and Leonard; | |
| d) | The removal of Mr. Capes as a director of the Company and from all Board committees on which he served on May 11, 2023; | |
| e) | The dispute by Mr. Capes regarding his removal as a director of the Company; | |
| f) | The validity of the purported shareholders’ resolutions of the Company dated May 12, 2023 (the “Resolutions”); and | |
| g) | The various other issues raised by the Board from time to time. |
Upon consultation with the Company’s external counsel, the Board determined that the Resolutions were prima facie invalid and of no effect from the outset, and could be subject to legal challenges. The Board notes that Mr. Capes and his associates have not furnished any proof sustaining their allegation that the Resolutions were validly passed. The Board notes that Mr. Capes and his associates have not obtained any valid court order on the validity of the Resolutions. As of the date of this report, the Company does not expect the legal challenges among the disagreements between the directors and formers directors of the Company will have a material adverse effect on the business, financial condition or results of operations of the Company.
KRHSG also filed a claim against Mr. Capes and one other defendant as a separate case in July 2023 in connection with unlawfully obstructed
access to KRHSG’s client and clinic management systems, disrupting their business and resulting in losses to KRHSG in May 2023.
On December 30, 2024, the Company sold
On May 10, 2024, EUDA was served a statutory demand
(the “Statutory Demand”) pursuant to Section 155(1) of the British Virgin Islands Insolvency Act 2003 (the “Insolvency
Act”) by Carey Olsen Singapore LLP ( “Carey Olsen”) for payment of an alleged total indebtedness of US$
As of December 31, 2024 and 2023, except as disclosed above, the Company is not currently a party to any material legal proceedings, investigation or claims. However, the Company may, from time to time, be involved in legal matters arising in the ordinary course of its business. While the Company is not presently subject to any material legal proceedings, there can be no assurance that such matters will not arise in the future or that any such matters in which the Company is involved, or which may arise in the ordinary course of the Company’s business, will not at some point proceed to litigation or that such litigation will not have a material adverse effect on the business, financial condition or results of operations of the Company.
Note 21 – Segments information
The Company’s operating segments have been identified based on the way management organizes the business by the nature of services provided to customers and how the Chief Operating Decision Maker (“CODM”) manages the business and allocates resources. The CODM for the Company is its Chief Executive Officer. The Company has two reportable segments: property management services and holistic wellness consumer products and services.
| F-47 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
The accounting policies applied to each segment are consistent with those described in the summary of significant accounting policies. The Company evaluates segment performance based on profit or loss from operations before income taxes. Intersegment sales and transfers are accounted for as if the transactions were made with third parties, using current market prices.
The Company’s reportable segments represent strategic business units that offer different products and services and are managed separately due to their distinct operational and marketing requirements.
The following tables summarize the Company’s segment information for the years ended December 31, 2024, 2023, and 2022.
Schedule of company’s segment information
| Property management services | Holistic wellness consumer products and services | Total | ||||||||||
For the Year Ended December 31, 2024 | ||||||||||||
| Property management services | Holistic wellness consumer products and services | Total | ||||||||||
| Revenue from external customers | $ | $ | $ | |||||||||
| Less: | ||||||||||||
| Cost of revenue | ||||||||||||
| Segment gross profit | ||||||||||||
| Less: | ||||||||||||
| Salary Expense | ||||||||||||
| Impairment loss on intangible assets | ||||||||||||
| Bad debt expense | ||||||||||||
| Other segment items | ||||||||||||
| Segment loss | ( | ) | ( | ) | ( | ) | ||||||
| Reconciliation of profit or loss | ||||||||||||
| Less: Unallocated amounts | ||||||||||||
| Professional fees | ||||||||||||
| Loss on debt settlement | ||||||||||||
| Other corporate expenses | ||||||||||||
| Net loss before income taxes | ( | ) | ||||||||||
| F-48 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
| Property management services | Holistic wellness consumer products and services | Total | ||||||||||
For the Year Ended December 31, 2023 | ||||||||||||
| Property management services | Holistic wellness consumer products and services | Total | ||||||||||
| Revenue from external customers | $ | $ | $ | |||||||||
| Less: | ||||||||||||
| Cost of revenue | ||||||||||||
| Segment gross profit | ||||||||||||
| Less: | ||||||||||||
| Salary Expense | ||||||||||||
| Bad debt expense | ||||||||||||
| Other Segment items | ||||||||||||
| Segment loss | ( | ) | ( | ) | ||||||||
| Reconciliation of profit or loss | ||||||||||||
| Less: Unallocated amounts | ||||||||||||
| Professional fees | ||||||||||||
| Change in fair value of prepaid forward purchase liabilities | ||||||||||||
| Loss on settlement of prepaid forward contracts | ||||||||||||
| Other corporate expenses | ||||||||||||
| Net loss before income taxes | ( | ) | ||||||||||
| Property management services | Holistic wellness consumer products and services | Total | ||||||||||
For the Year Ended December 31, 2022 | ||||||||||||
| Property management services | Holistic wellness consumer products and services | Total | ||||||||||
| Revenue from external customers | $ | $ | $ | |||||||||
| Less: | ||||||||||||
| Cost of revenue | ||||||||||||
| Segment gross profit | ||||||||||||
| Less: | ||||||||||||
| Salary Expense | ||||||||||||
| Bad debt expense | ||||||||||||
| Other Segment items | ||||||||||||
| Segment loss | ( | ) | ( | ) | ||||||||
| Reconciliation of profit or loss | ||||||||||||
| Less: Unallocated amounts | ||||||||||||
| Professional fees | ||||||||||||
| Change in fair value of prepaid forward purchase liabilities | ||||||||||||
| Earnout share payment | ||||||||||||
| Impairment loss on intangible assets | ||||||||||||
| Other corporate expenses | ||||||||||||
| Net loss before income taxes | ( | ) | ||||||||||
| F-49 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Other Significant Items:
Schedule of other significant items
| Property management services | Holistic wellness consumer products and services | Unallocated | Total | |||||||||||||
| For the Year Ended December 31, 2024 | ||||||||||||||||
| Property management services | Holistic wellness consumer products and services | Unallocated | Total | |||||||||||||
| Interest expense | $ | $ | $ | $ | ||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | ||||||||||||
| Capital expenditure | $ | $ | $ | $ | ||||||||||||
| Property management services | Holistic wellness consumer products and services | Unallocated | Total | |||||||||||||
| For the Year Ended December 31, 2023 | ||||||||||||||||
| Property management services | Holistic wellness consumer products and services | Unallocated | Total | |||||||||||||
| Interest expense | $ | $ | $ | $ | ||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | ||||||||||||
| Capital expenditure | $ | $ | $ | $ | ||||||||||||
| Property management services | Holistic wellness consumer products and services | Unallocated | Total | |||||||||||||
| For the Year Ended December 31, 2022 | ||||||||||||||||
| Property management services | Holistic wellness consumer products and services | Unallocated | Total | |||||||||||||
| Interest expense | $ | $ | $ | $ | ||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | ||||||||||||
| Capital expenditure | $ | $ | $ | $ | ||||||||||||
| F-50 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Disaggregated information of revenues by regions are as follows:
Schedule of disaggregated information of revenues by region
| 2024 | 2023 | 2022 | ||||||||||
| For the Years Ended December 31, | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| Singapore | $ | $ | $ | |||||||||
| Malaysia | ||||||||||||
| Total | $ | $ | $ | |||||||||
As
of December 31, 2024, the Company’s total assets were comprised of $
As
of December 31, 2023, the Company’s total assets were comprised of $
Note 22 – Subsequent events
The Company evaluated all events and transactions that occurred after December 31, 2024 up through April 29, 2025, the date the Company issued these consolidated financial statements.
From
January 2025 to April 2025, the Company entered into ten loan agreements with 8i Enterprises Pte Ltd, a related party, for an aggregate
principal amount of $
In March 2025, the Company entered a loan agreements with 8i Asia Limited,
a third party, for an aggregate principal amount of $
In March 2025, the Company entered into a loan agreements with Alfred Lim, a
related party, for an aggregate principal amount of $
Other than the events described above, the Company did not identify any additional subsequent events that would require disclosure.
| F-51 |
Exhibit 23.1
 |
J&S ASSOCIATE PLT | |
| 202206000037 (LLP0033395-LCA) & AF002380 | ||
| (Registered with PCAOB and MIA) | Tel: +603-4813 9469 | |
| B-11-14, Megan Avenue II | Email : info@jns-associate.com | |
| 12,Jalan Yap Kwan Seng, 50450, Kuala Lumpur, Malaysia | Website : jns-associate.com |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement on Form F-3 (333-282723) of EUDA Health Holdings Limited, of our report dated April 29, 2025, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, relating to the consolidated financial statements appearing in the Annual Report on this Form 20-F of EUDA Health Holdings Limited for the year ended December 31, 2024.
We hereby also consent to the inclusion in the Registration Statement on Form F-3 (333-282723) of EUDA Health Holdings Limited (the “Company”), of our report dated October 10, 2024, with respect to our audit of the consolidated financial statements of Fortress Cove Limited as at December 31, 2023, and for the period from inception from November 2, 2023 to December 31, 2023 which appear in the Company’s current Form 6-K filed on October 10, 2024 and incorporated on the Form F-3 (333-282723) by reference.
We also consent to the reference to our Firm under the caption “Experts” appearing in such Registration Statement on Form F-3 (333-282723).
| /s/ J&S Associate PLT | |
| Kuala Lumpur, Malaysia | |
| September 24, 2025 |
Exhibit 23.2
Independent Registered Public Accounting Firm’s Consent
We consent to the incorporation by reference in the Registration Statement on Form F-3 (No. 333-282723) of our report dated May 8, 2024 relating to the consolidated financial statements appearing in the Annual Report on Form 20-F of EUDA Health Holdings Limited for the year ended December 31, 2024. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ Marcum Asia CPAs LLP
New York, New York
September 24, 2025
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Alfred Lim, certify that:
1.I have reviewed this Annual Report on Form 20-F, as amended by 20-F/A (Amendment No. 2), of EUDA Health Holdings Limited;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: September 24, 2025
| By: | /s/ Alfred Lim | |
| Alfred Lim | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Vivian Tay, certify that:
1.I have reviewed this Annual Report on Form 20-F, as amended by 20-F/A (Amendment No. 2), of EUDA Health Holdings Limited;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: September 24, 2025
| By: | /s/ Vivian Tay | |
| Vivan Tay | ||
| Interim Chief Financial Officer | ||
| (Principal Financial Officer) | ||
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of EUDA Health Holdings Ltd (the “Company”) on Form 20-F, as amended by 20-F/A (Amendment No. 2), for the year ended December 31, 2024 (the “Report”), Alfred Lim, Chief Executive Officer of the Company, certifies, to the best of his knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
a. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
b. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: September 24, 2025
| By: | /s/ Alfred Lim | |
| Alfred Lim | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
Exhibit 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of EUDA Health Holdings Limited (the “Company”) on Form 20-F, as amended by 20-F/A (Amendment No. 2), for the year ended December 31, 2024 (the “Report”), Vivian Tay, Interim Chief Financial Officer of the Company, certifies, to the best of her knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
a. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
b. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: September 24, 2025
| By: | /s/ Vivian Tay | |
| Vivian Tay | ||
| Interim Chief Financial Officer | ||
| (Principal Financial Officer) | ||