EUDA Health Holdings Ltd 10-Q for FY2022 Q3

EUDA Health Holdings Ltd (EUDA)

10-Q 2022-11-22 For: 2022-10-31

Added on April 08, 2026

About this 10-Q

EUDA Health Holdings Ltd filed this 10-Q on November 22, 2022, covering the quarter ended October 31, 2022 (FY2022 Q3).

Headline figures

Quarter ended October 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net income: $201.01K; compared with a net loss of $45.59K a year earlier

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British Virgin Islands		n/a
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging Growth Company	☒

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares	EUDA	NASDAQ Stock Market LLC
Redeemable Warrants	EUDAW	NASDAQ Stock Market LLC

		Page
Part I. Financial Information		3

Item 1.	Unaudited Condensed Financial Statements	3
	Condensed Balance Sheets	3
	Condensed Statements of Operations	4
	Condensed Statements of Changes in Shareholders’ Deficit	5
	Condensed Statements of Cash Flows	6
	Notes to Unaudited Condensed Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures Regarding Market Risk	25
Item 4.	Controls and Procedures	25

Part II. Other Information		26

Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	27
Item 6.	Exhibits	27

Part III. Signatures		28

	October 31, 2022			July 31, 2022
	(Unaudited)
Assets
Cash	$	265,852		$	193,546
Prepaid expenses		30,606			109,143
Investments held in Trust Account		86,972,255			86,472,912
Total current assets		87,268,713			86,775,601
Total assets	$	87,268,713		$	86,775,601

Liabilities and shareholders’ deficit
Accounts payable and accrued expenses	$	890,404		$	824,410
Due to related parties		113,000			86,894
Promissory note - related party		1,000,000			800,000
Deferred underwriting commissions		3,018,750			3,018,750
Total current liabilities		5,022,154			4,730,054

Commitments and contingencies		-			-
Ordinary shares subject to possible redemption, 8,225,000 shares at redemption value of $10.08 and $10.03, and 400,000 shares at $8.32 and $8.27 carrying value as of October 31, 2022 and July 31, 2022, respectively.		86,268,440			85,769,097

Shareholders’ deficit
Ordinary shares, no par value; unlimited shares authorized; 2,448,500 shares issued and outstanding as of October 31, 2022 and July 31, 2022		-			-
Additional paid-in capital		-			-
Accumulated deficit		(4,021,881	)		(3,723,550	)
Total shareholders’ deficit		(4,021,881	)		(3,723,550	)
Total liabilities and shareholders’ deficit	$	87,268,713		$	86,775,601

	For the Three			For the Three
	Months Ended			Months Ended
	October 31, 2022			October 31, 2021
Formation and operating costs	$	298,331		$	45,587
Loss from operations		(298,331	)		(45,587	)

Other income
Dividends on marketable securities held in trust		499,343			-
Total other income		499,343			-
Net income (loss)	$	201,012		$	(45,587	)

Basic and diluted weighted average shares outstanding, redeemable ordinary shares		8,625,000			-
Basic and diluted net income per share, redeemable ordinary shares	$	0.03		$	-
Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares		2,448,500			1,875,000	⁽¹⁾⁽²⁾
Basic and diluted net loss per share, non-redeemable ordinary shares	$	(0.03	)	$	(0.02	)

(1)	This number excludes an aggregate of up to 281,250 shares exercised in full or in part by the underwriters (see Note 5). As a result of the full exercise of the over-allotment option by the underwriters upon the consummation of the IPO, these shares are no longer subject to forfeiture (see Note 7).
(2)	On October 25, 2021, the Company issued additional 718,750 ordinary shares which were purchased by the Sponsor, resulting in an aggregate of 2,156,250 ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share capitalization (see Note 5).

					Additional					Total
	For the Three Months Ended October 31, 2022
					Additional					Total
	Ordinary Shares				Paid-in		Accumulated			Shareholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance as of July 31, 2022		2,448,500	$	-	$	-	$	(3,723,550	)	$	(3,723,550	)
Subsequent measurement of ordinary shares subject to redemption under ASC 480-10-S99		-		-		-		(499,343	)		(499,343	)
Net income		-		-		-		201,012			201,012
Balance as of October 31, 2022 (Unaudited)		2,448,500	$	-	$	-	$	(4,021,881	)	$	(4,021,881	)

(1)	This number includes an aggregate of up to 281,250 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). As a result of the full exercise of the over-allotment option by the underwriters upon the consummation of the IPO, these shares are no longer subject to forfeiture (see Note 7).
(2)	On October 25, 2021, the Company issued additional 718,750 ordinary shares which were purchased by the Sponsor, resulting in an aggregate of 2,156,250 ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share capitalization (see Note 5).

	Redeemable			Non-redeemable
	For the Three Months Ended October 31, 2022
	Redeemable			Non-redeemable
Basic and diluted net income (loss) per ordinary share:
Numerator:
Allocation of net loss including accretion of temporary equity	$	(232,366	)	$	(65,965	)
Accretion of temporary equity to redemption value		499,343			-
Allocation of net income (loss)	$	266,977		$	(65,965	)

Denominator:
Weighted average shares outstanding		8,625,000			2,448,500
Basic and diluted net income (loss) per ordinary share	$	0.03		$	(0.03	)

	●	Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

	●	Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

	●	Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

	As of			As of
	October 31, 2022			July 31, 2022
Gross proceeds	$	86,250,000		$	86,250,000
Less:
Proceeds allocated to pubic warrants and public rights		(9,979,125	)		(9,979,125	)
Redeemable ordinary shares issuance costs allocated to public warrants and public rights		(5,196,868	)		(5,196,868	)
Plus:
Accretion of carrying value to redemption value (Deemed dividend)		15,194,433			14,695,090
Ordinary shares subject to possible redemption	$	86,268,440		$	85,769,097

			Quoted		Significant		Significant
			Prices		Other		Other
	Value		in Active		Observable		Unobservable
	Carrying		Markets		Inputs		Inputs
As of October 31, 2022	Value		(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account – Money Market Fund	$	86,972,255	$	86,972,255	$	-	$	-
	$	86,972,255	$	86,972,255	$	-	$	-

	●	that United Overseas Bank Limited has consented in writing to the consummation of the SPA under each of the Banking Facility Agreement dated August 21, 2019 between Kent Ridge Healthcare Singapore Private Limited (formerly known as Sheares HMO Private Limited) and United Overseas Bank Limited and the Deed of Debenture dated October 16, 2019 between Kent Ridge Healthcare Singapore Private Limited and United Overseas Bank Limited;
	●	that Funding Societies Private Limited has consented in writing to the consummation of the Transaction under the Note issuance agreement (bolt term financing) dated February 23, 2022, along with the investment note certificate dated February 24, 2022 representing the aggregate value of SGD100,000 between Kent Ridge Healthcare Singapore Private Limited as issuer, Chen Weiwen Kelvin as guarantor, Funding Societies Private Limited as an agent acting on behalf of the investors, and DBS Bank Limited Singapore as escrow agent;
	●	that EUDA will have aggregate cash equal to or exceed $10.0 million immediately prior to Closing;
	●	that certain designees of the Seller, who will receive an aggregate of 1,000,000 ordinary shares of the Company at Closing will be required to sign the Lock-Up Agreement; and
	●	that Kent Ridge Health Private Limited shall have irrevocably amended its organizational documents to remove “Kent Ridge” from its official name; and
	●	that the Purchaser shall cause the Company to obtain and fully pay the premium for the “tail” insurance policies for the extension of the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policy and the Company’s existing fiduciary liability insurance policies.

	●	The Seller will be issued 1,000,000 additional Purchaser Shares if during the period beginning on the date of Closing (as defined in the SPA) (the “Closing Date”) and ending on the first anniversary of the Closing Date, the Purchaser Share Price is equal to or greater than Fifteen Dollars ($15.00) after the Closing Date;

	●	The Seller will be issued 1,000,000 additional Purchaser Shares if during the period beginning on the first anniversary of the Closing Date and ending on the second anniversary of the Closing Date, the Purchaser Share Price is equal to or greater than Twenty Dollars ($20.00);

	●	The Seller will be issued 1,000,000 additional Purchaser Shares if the consolidated audited financial statements of EUDA Health for the fiscal year commencing January 1, 2023 and ending December 31, 2023, reflect that EUDA Health has achieved both of the following financial metrics for such fiscal year: (x) revenues of at least $20,100,000 and (y) net income attributable to EUDA Health of at least $3,600,000.

	●	The Seller will be issued 1,000,000 additional Purchaser Shares if the consolidated audited financial statements of EUDA Health for the fiscal year commencing January 1, 2024 and ending December 31, 2024, reflect that EUDA Health has achieved both of the following financial metrics for such fiscal year: (x) revenues of at least $40,100,000 and (y) net income attributable to EUDA Health of at least $10,100,000.

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

	EUDA Health Holdings Limited

	By:	/s/ Wei Wen Kelvin Chen
		Wei Wen Kelvin Chen
		Chief Executive Officer

1.	I have reviewed this quarterly report on Form 10-Q of EUDA Health Holdings Limited formerly known as 8i Acquisition 2 Corp.;

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(s) 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)) for the registrant 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 my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my 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; and

	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my 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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	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.

	/s/ Steven John Sobak
	Steven John Sobak
	Chief Financial Officer

	1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.