EUDA Health Holdings Ltd 6-K, filed Oct 1, 2025
EUDA Health Holdings Ltd (EUDA)
About this 6-K
EUDA Health Holdings Ltd filed this 6-K on October 1, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For
the month of October
Commission
File Number:
(Exact Name of Registrant as Specified in its Charter)
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: +65 6327 1110
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
EUDA Health Holdings Limited (the “Company”) is furnishing under the cover of Form 6-K its financial results for the six months ended June 30, 2025.
Exhibits
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Dated: October 1, 2025 | ||
| EUDA Health Holdings Limited | ||
| By: | /s/ Alfred Lim | |
| Name: | Alfred Lim | |
| Title: | Chief Executive Officer | |
| 3 |
Exhibit 99.1
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventories | ||||||||
| Other receivables | ||||||||
| Other receivable, related party | ||||||||
| Other receivable | ||||||||
| Prepaid expenses and other current assets | ||||||||
| 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 | ||||||||
| 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 June 30, 2025 and December 31, 2024, 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 unaudited condensed consolidated financial statements.
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
| 2025 | 2024 | |||||||
| For the Six Months Ended | ||||||||
| June 30, | June 30, | |||||||
| 2025 | 2024 | |||||||
| REVENUES | ||||||||
| Property management services | $ | $ | ||||||
| Holistic wellness consumer products and services | ||||||||
| Others | ||||||||
| 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 | ||||||||
| Impairment loss of long-lived assets | ||||||||
| Research and development | ||||||||
| Total Operating Expenses | ||||||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ||||
| OTHER INCOME (EXPENSE) | ||||||||
| Interest expense, net | ( | ) | ( | ) | ||||
| Loss on debt settlement | ( | ) | ||||||
| Other (expense) 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 unaudited condensed consolidated financial statements.
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGE IN SHAREHOLDERS’ DEFICIT
| Shares | Capital | Deficit | loss | interest | Total | |||||||||||||||||||
| Ordinary shares | Accumulated | Accumulated other comprehensive | Noncontrolling | |||||||||||||||||||||
| Shares | Capital | Deficit | loss | interest | Total | |||||||||||||||||||
| BALANCE, December 31, 2024 | ( | ) | ( | ) | ( | ) | $ | ( | ) | |||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Issuance of ordinary shares upon conversion of convertible notes | ||||||||||||||||||||||||
| Foreign currency translation adjustments | - | ( | ) | |||||||||||||||||||||
| BALANCE, June 30, 2025 (Unaudited) | $ | $ | ( | ) | $ | ( | )$ | ( | ) | $ | ( | ) | ||||||||||||
| Ordinary shares | Accumulated | Accumulated other comprehensive | Noncontrolling | |||||||||||||||||||||
| Shares | Capital | Deficit | loss | interest | Total | |||||||||||||||||||
| BALANCE, December 31, 2023 | $ | $ | ( | ) | $ | ( | )$ | $ | ( | ) | ||||||||||||||
| $ | $ | ( | ) | $ | ( | )$ | $ | ( | ) | |||||||||||||||
| 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 in assets acquisition | ||||||||||||||||||||||||
| Foreign currency translation adjustments | - | |||||||||||||||||||||||
| BALANCE, June 30, 2024 (Unaudited) | $ | $ | ( | ) | $ | ( | )$ | $ | ( | ) | ||||||||||||||
| $ | $ | ( | ) | $ | ( | )$ | $ | ( | ) | |||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| 2025 | 2024 | |||||||
| For the Six Months Ended | ||||||||
| June 30, | June 30, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Net 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 | ||||||||
| Deferred taxes benefits | ( | ) | ( | ) | ||||
| Impairment loss on goodwill | ||||||||
| Loss on debt settlement | ||||||||
| Change in operating assets and liabilities | ||||||||
| Accounts receivable | ( | ) | ||||||
| Other receivables | ( | ) | ( | ) | ||||
| Inventories | ||||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Prepayments | ( | ) | ||||||
| Accounts payable | ||||||||
| 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 operating activities from discontinued operations | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchases of equipment | ( | ) | ( | ) | ||||
| Purchases of intangible assets | ( | ) | ||||||
| Cash acquired through assets acquisition | ||||||||
| 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: | ||||||||
| Proceeds received from convertible notes | ||||||||
| Repayments of convertible note | ( | ) | ||||||
| Proceeds received from Issuance of ordinary shares through private placements | ||||||||
| 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 | ||||||||
| Advance from other payables - related parties | ||||||||
| Payment of finance lease liabilities | ( | ) | ( | ) | ||||
| Repayments to discontinued operations entities | ( | ) | ||||||
| Net cash provided by financing activities from continuing operations | ||||||||
| Net cash provided by financing activities from discontinued operations | ||||||||
| Net cash provided by financing activities | ||||||||
| EFFECT OF EXCHANGE RATE CHANGES | ( | ) | ||||||
| NET CHANGE IN CASH | ( | ) | ||||||
| CASH, beginning of the period | ||||||||
| CASH, end of the period | ||||||||
| 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 | $ | $ | ||||||
| Derecognition of financing right-of-use assets upon lease termination | $ | $ | ||||||
| Issuance of ordinary shares upon conversion of convertible notes | $ | $ | ||||||
| Issuance of ordinary shares upon settlement of debts | $ | $ | ||||||
| Issuance of ordinary shares in assets acquisition | $ | $ | ||||||
| Issuance of convertible notes in settlement of short-term loans related parties, and other payables - related party | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED 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, residential apartments; and after the discontinuation of its medical service operation in September 2023, holistic wellness consumer products and services. 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 unaudited condensed consolidated financial statements as discontinued operation for all periods presented. In 2025, the Company has further expanded to provide non-invasive healthcare products and services in Asia, with a focus on Singapore, Malaysia, and China. The unaudited condensed consolidated balance sheets as of June 30, 2025 and audited consolidated balance sheets as of December 31, 2024, unaudited condensed consolidated statements of operations and comprehensive income (loss) and unaudited condensed consolidated statements of cash flows for the six months ended June 30, 2025 and 2024 have been adjusted to reflect this change (see Note 4).
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.
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
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. Pursuant to 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 The Nasdaq Stock Market 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.
The accompanying unaudited condensed 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 British Virgin Islands 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 | ||||
| ● | 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 |
||||
| ● | Management consultancy services for healthcare organization |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
| ● | 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 | ||||
| ● | British Virgin Islands company | ||||
| ● | A holding company |
| (1) | |
| (2) | |
| (3) | |
| (4) | |
| (5) | |
| (6) |
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 banks, private lenders, third parties and related
parties and cash generated from operations have been utilized to finance the working capital requirements of the Company. As of June
30, 2025, the Company’s working capital deficit was approximately $
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
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 financing 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 unaudited condensed 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 unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for information pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements as of June 30, 2025, and for the six months ended June 30, 2025 and 2024 reflect all adjustments (consisting of only normal recurring adjustments) considered necessary to present fairly the financial position, results of operations and cash flow for such interim periods. The results of operations for the six months ended June 30, 2025 are not necessarily indicative of results to be expected for the full year of 2025. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in conformity with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto, included in the Form 20-F for the fiscal year ended December 31, 2024, filed with the SEC on April 29, 2025.
Principles of consolidation
The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.
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 unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s unaudited condensed consolidated financial statements include lease classification and liabilities, right-of-use assets, determinations of the useful lives and valuation of long-lived assets, 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.
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED 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 unaudited condensed consolidated statements of operations and comprehensive income (loss). Cash flows related to transactions with non-controlling interests are presented under financing activities in the unaudited condensed consolidated statements of cash flows.
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 designated as the Chief Executive Officer 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 unaudited condensed consolidated financial statements in accordance with ASC 205-20-45.
On
May 6, 2024, the Company has acquired
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, net 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.
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
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 June 30, 2025 and
December 31, 2024,
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 June 30, 2025 and December 31, 2024,
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 June 30, 2025 and December 31, 2024,
Long-term investment
As
of June 30, 2025 and 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 |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
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 unaudited condensed consolidated statements of operations and comprehensive income (loss). Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.
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 six months ended
June 30, 2025 and 2024, 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. and $
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 six months ended June 30, 2025 and 2024, the Company recognized impairment losses on
long-lived assets of $, and $
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
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.
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.
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED 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 June 30, 2025 and December 31, 2024, the Company did not have any contract assets.
The Company recognized advance payments from its customers prior to revenue recognition as contract liability until the revenue recognition performance obligation are met. As of June 30, 2025 and December 31, 2024, 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 to provide 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 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 to provide continuous access to wellness services and related benefits throughout the duration of the membership. 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.
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED 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 June 30, 2025 and December 31, 2024, the Company did
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 June 30, 2025 and December 31, 2024, the Company recorded $
Disaggregated information of revenues by products/services are as follows:
Schedule of disaggregated information of revenues
| 2025 | 2024 | |||||||
For the Six Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| 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 | ||||||||
| Other | ||||||||
| 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
| 2025 | 2024 | |||||||
For the Six Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Property management service: | (Unaudited) | (Unaudited) | ||||||
| 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 | $ | $ | ||||||
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED 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 six months ended June 30, 2025 and 2024, 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.
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
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 unaudited condensed consolidated financial statements and the corresponding tax basis. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable income will be utilized with prior net operating loss carried forwards using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be utilized. Current income taxes are provided for in accordance with the laws of the relevant tax authorities.
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 six months ended June 30, 2025 and 2024. As of June 30, 2025, 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 unaudited condensed consolidated balance.
The Company conducts much of its business activities in Singapore and Malaysia 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.
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Schedule of basic and diluted earnings per share
| 2025 | 2024 | |||||||
For the Six Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Numerator | ||||||||
| Net loss from continuing operations | $ | ( | ) | $ | ( | ) | ||
| Less: Net income (loss) 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:
| 2025 | 2024 | |||||||
For the Six Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| 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 June 30, 2025 and 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.
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.
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.
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
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
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 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, and therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. The Company’s 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.
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED 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 six months ended June 30, 2025 and 2024, the Company did
Related parties
Parties, which are corporations or individuals, 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 unaudited condensed consolidated financial statements and related disclosures.
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
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 unaudited condensed 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 its unaudited condensed consolidated financial statements.
On July 5, 2025, the FASB issued ASU No. 2025-05, Financial Instruments- Credit Losses (“ASU 2025-05”). ASU 2025-05 amends ASC 326-20, the calculation of credit loss allowances estimates the uncollectible portion of short-term receivables and contract assets, using historical and current data without forecasting future conditions, and may include post-balance-sheet collections if eligible. The guidance will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. The Company is currently evaluating the impact of adopting the standard on its unaudited consolidated financial statements and related disclosures.
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.
Note 4 – 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 unaudited condensed consolidated financial statements effective as of that date.
On
December 30, 2024, the Company sold
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Reconciliation of the amounts of major classes of income and losses from discontinued operations in the its unaudited condensed consolidated statements of operations for the six months ended June 30, 2025 and 2024 are as follows:
Schedule of discontinued operation of financial statements
| 2025 | 2024 | |||||||
For the Six Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| REVENUE | $ | $ | ||||||
| COST OF REVENUE | ||||||||
| GROSS PROFIT | ||||||||
| OPERATING EXPENSES | ||||||||
| Selling | ||||||||
| General and administrative | ||||||||
| Research and development | ||||||||
| TOTAL OPERATING EXPENSES | ||||||||
| LOSS FROM OPERATIONS | ( | ) | ||||||
| OTHER INCOME (EXPENSE), NET | ||||||||
| LOSS BEFORE INCOME TAXES | ( | ) | ||||||
| PROVISION FOR INCOME TAXES | ||||||||
| NET LOSS ATTRIBUTABLE TO EUDA | $ | $ | ( | ) | ||||
Reconciliation of the amount of cash flows from discontinued operations in the unaudited condensed consolidated statements of cash flows the six months ended June 30, 2025 and 2024 are as follows:
| 2025 | 2024 | |||||||
For the Six Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Net cash used in operating activities from discontinued operations | $ | $ | ( | ) | ||||
| Net cash used in financing activities from discontinued operations | ||||||||
Note 5 – 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.
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
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.
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 $
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Note 6 – Accounts receivable, net
Accounts receivable consist of the following:
Schedule of accounts receivable
As of June 30, 2025 | As of December 31, 2024 | |||||||
| (Unaudited) | ||||||||
| Accounts receivable | $ | $ | ||||||
| Allowance for credit losses | ( | ) | ( | ) | ||||
| Total accounts receivable, net | $ | $ | ||||||
As
of June 30, 2025 and December 31, 2024, 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 Six Months ended June 30, 2025 | For the Year Ended December 31, 2024 | |||||||
| (Unaudited) | ||||||||
| Beginning balance | $ | $ | ||||||
| Addition | ||||||||
| Exchange rate effect | ( | ) | ||||||
| Ending balance | $ | $ | ||||||
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Note 7 – Inventories
Inventories consist of the following:
Schedule of inventories
As of June 30, 2025 | As of December 31, 2024 | |||||||
| (Unaudited) | ||||||||
| Finished goods | $ | $ | ||||||
Note 8 – Other receivables
Other receivables consist of the following:
Schedule of other receivables
As of June 30, 2025 | As of December 31, 2024 | |||||||
| (Unaudited) | ||||||||
| Employee advance and others | $ | $ | ||||||
| Tax recoverable | ||||||||
| Total | $ | $ | ||||||
| Other receivables, net | $ | $ | ||||||
Note 9 – Property and equipment, net
Property and equipment, net consist of the following:
Schedule of property and equipment
As of June 30, 2025 | As of December 31, 2024 | |||||||
| (Unaudited) | ||||||||
| Office equipment | $ | $ | ||||||
| Leasehold improvement | ||||||||
| Subtotal | ||||||||
| Property and equipment, gross | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
Depreciation
expense for the six months ended June 30, 2025 and 2024 amounted to $
Note 10 – Intangible assets, net
Intangible assets consisted of the following:
Schedule of intangible assets, net
As of June 30, 2025 | As of December 31, 2024 | |||||||
| (Unaudited) | ||||||||
| Software | $ | $ | ||||||
| Distribution rights | ||||||||
| Total intangible assets | ||||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||
| Total intangible assets, net | $ | $ | ||||||
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Amortization
expense for the six months ended June 30, 2025 and 2024 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 June 30, 2026 | $ | |||
| Twelve months ending June 30, 2027 | ||||
| Twelve months ending June 30, 2028 | ||||
| Twelve months ending June 30, 2029 | ||||
| Twelve months ending June 30, 2030 | ||||
| Total | $ | |||
Note 11 – 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 June 30, 2025 | As of December 31, 2024 | |||||||||||
| (Unaudited) | ||||||||||||||||
| % | $ | $ | ||||||||||||||
(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 June 30, 2025 | As of December 31, 2024 | |||||||||||||
| (Unaudited) | ||||||||||||||||||
| % | ||||||||||||||||||
| % | ||||||||||||||||||
| Total | $ | $ | ||||||||||||||||
| (1) | ||
| (2) | ||
| (3) |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED 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 June 30, 2025 | As of December 31, 2024 | |||||||||||||
| (Unaudited) | ||||||||||||||||||
| % | ||||||||||||||||||
| % | ||||||||||||||||||
| % | ||||||||||||||||||
| Total | $ | $ | ||||||||||||||||
| (1) | |
| (2) |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Convertible notes – related parties
Schedule of convertible notes
Lender Name | Maturities | Interest Rate | Terms | As of June 30, 2025 | As of December 31, 2024 | |||||||||||||
| % | $ | $ | ||||||||||||||||
| % | ||||||||||||||||||
| Total | $ | $ | ||||||||||||||||
| (1) | ||
| (2) |
| (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.
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
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, 2024 balance | $ | $ | ||||||
| Conversion | ( | ) | ||||||
| June 30, 2025 balance | $ | $ | ||||||
Note 12 – Other payables and accrued liabilities
Schedule of other payables and accrued liabilities
As of June 30, 2025 | As of December 31, 2024 | |||||||
| (Unaudited) | ||||||||
| Accrued expenses (i) | $ | $ | ||||||
| Accrued payroll | ||||||||
| Accrued interests (ii) | ||||||||
| Others | ||||||||
| Total other payables and accrued liabilities | $ | $ | ||||||
| (i) | Accrued expenses |
| (ii) | Accrued interests |
Note 13 – 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 June 30, 2025 | As of December 31, 2024 | ||||||||
| (Unaudited) | ||||||||||||
| Alex Lai Kum Weng | $ | $ | ||||||||||
| Other receivable – related party | $ | $ | ||||||||||
Other payables – related parties
| Name of Related Party | Relationship | Nature | As of June 30, 2025 | As of December 31, 2024 | ||||||||
| (Unaudited) | ||||||||||||
| Kent Ridge Health Pte Ltd | ||||||||||||
| Meng Dong (James) Tan | ||||||||||||
| Chong Yew Yen | ||||||||||||
| 8i Enterprises Pte Ltd (“8iEPL”) (1) | ||||||||||||
| 8i Digital services Pte Ltd (“8i Digital”) | ||||||||||||
| Vivian Tay | ||||||||||||
| Alfred Lim | ||||||||||||
| Total | $ | $ | ||||||||||
| Other payables - related parties | $ | $ | ||||||||||
| (1) |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Short term loans – related parties
See Note 13 for details.
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 June 30, 2025, the
Company had accrued a $
Note 14 – Shareholders’ equity
Ordinary shares
The
Company is authorized to issue ordinary shares of
-Private placements
In May 2023, the Company offered an aggregate of up to ordinary shares of the Company in a private placement.
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
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 six months ended June 30, 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 $
Schedule of issuance of shares upon conversion of notes and settlement of debts
Executive Settlement Agreement | 8iEPL Settlement Agreement | Total | ||||||||||
| Restricted Ordinary shares issued for settlements | ||||||||||||
| Share price as of settlement date | $ | |||||||||||
| Fair value of settlement shares | $ | $ | ||||||||||
| Debt settled | $ | ( | ) | ( | ) | $ | ( | ) | ||||
| Loss on Debt Settlements | $ | $ | ||||||||||
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Conversion of convertible note
On
January 16, 2024, the Company entered into a convertible loan agreement with Gilandi Limited (“Gilandi”), pursuant to
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 $
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.
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 June 30, 2025, the Company had
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
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, 2023 | $ | |||||||||||||||
| Granted | - | |||||||||||||||
| Forfeited | - | |||||||||||||||
| Exercised | - | |||||||||||||||
| December 31, 2024 | $ | |||||||||||||||
| Granted | - | |||||||||||||||
| Forfeited | - | |||||||||||||||
| Exercised | - | |||||||||||||||
| June 30, 2025 | $ | |||||||||||||||
Earnout shares
As
part of the Business Combination, Watermark is entitled to the 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 ($) after the Closing Date (“Triggering Event 1”); | |
| ● | additional Earnout Shares to be issued if during the period beginning on the first anniversary of the Closing Date and ending on the second anniversary of the Closing Date, the Company’s share price is equal to or greater than Twenty Dollars ($) (“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 $ |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
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 unaudited condensed consolidated statements of change in shareholders’ equity (deficit) and unaudited condensed 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
Note 15 – 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 upon
existing legislation, interpretations and practices in respect thereof. Under the Income Tax Act of Malaysia, enterprises that have
been incorporated in Malaysia are usually subject to a unified
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
The loss before income taxes were comprised of the following:
Schedule of components of loss before income taxes
For the Six Months Ended June 30, 2025 | For the Six Months Ended June 30, 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Singapore | $ | $ | ( | ) | ||||
| Malaysia | ( | ) | ||||||
| Foreign | ( | ) | ( | ) | ||||
| Total loss before income taxes | $ | ( | ) | $ | ( | ) | ||
The provision (benefit) for income taxes consisted of the following:
Schedule of provision for income taxes
For the Six Months Ended June 30, 2025 | For the Six Months Ended June 30, 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Current | $ | $ | ||||||
| Deferred | ( | ) | ( | ) | ||||
| Provision (benefit) for the income taxes consist of the following: | $ | ( | ) | $ | ( | ) | ||
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
June 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | ||||||||
| 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 liabilities, net | $ | ( | ) | $ | ( | ) | ||
| * |
As
of June 30, 2025 and December 31, 2024, the Company had net operating losses carry forward (including temporary taxable difference of
bad debt expense) of approximately $
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
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 June 30, 2025 and December 31, 2024, the Company
did
Taxes payable consist of the following:
Schedule of taxes payable
June 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | ||||||||
| GST taxes payable | $ | $ | ||||||
| Income taxes payable | ||||||||
| Totals | $ | $ | ||||||
Note 16 – Concentrations risks
(a) Major customers
For
the six months ended June 30, 2025 and 2024, no customer accounted for
As
of June 30, 2025, two customers accounted for
(b) Major vendors
For
the six months ended June 30, 2025 and 2024, no vendor accounted for
As
of June 30, 2025, two vendors 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 $
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
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 17 – Leases
As of June 30, 2025 and December 31, 2024, 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 pursuant to 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.
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 Six Months Ended June 30, | ||||||||||
| Classification | 2025 | 2024 | ||||||||
| (Unaudited) | (Unaudited) | |||||||||
| 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 | $ | $ | ||||||||
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Schedule of weighted average remaining term and discount rate
As of June 30, 2025 | As of December 31, 2024 | |||||||
| 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 June 30, 2025:
Schedule of future minimum lease payments
| Operating lease | Finance lease | |||||||||||
| payments | payments | Total | ||||||||||
| Twelve months ending June 30, 2026 | $ | $ | $ | |||||||||
| Twelve months ending June 30, 2027 | ||||||||||||
| Twelve months ending June 30, 2028 | ||||||||||||
| Twelve months ending June 30, 2029 | ||||||||||||
| Twelve months ending June 30, 2030 | ||||||||||||
| Total lease payments | ||||||||||||
| Less: discount | ( | ) | ( | ) | ( | ) | ||||||
| Present value of lease liabilities | $ | $ | $ | |||||||||
Note 18 – 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.
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
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 June 30, 2025 and December 31, 2024, 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 19 – 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.
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 six months ended June 30, 2025 and 2024:
Schedule of segment information
| Property management services | Holistic wellness consumer products and services | Others | Total | |||||||||||||
For the Six Months Ended June 30, 2025 | ||||||||||||||||
| Property management services | Holistic wellness consumer products and services | Others | Total | |||||||||||||
| Revenue from external customers | $ | $ | $ | $ | ||||||||||||
| Less: | ||||||||||||||||
| Cost of revenue | ||||||||||||||||
| Segment gross profits/(loss) | ||||||||||||||||
| Less: | ||||||||||||||||
| Salary Expense | ||||||||||||||||
| Bad debt | ||||||||||||||||
| Other segment items | ||||||||||||||||
| Segment profits/(loss) | ( | ) | ( | ) | ||||||||||||
| Reconciliation of profit or loss | ||||||||||||||||
| Less: Unallocated amounts | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Loss on debt extinguishment | ||||||||||||||||
| Impairment loss on intangible assets | ||||||||||||||||
| Other corporate expenses | ||||||||||||||||
| Net loss before income taxes | ( | ) | ||||||||||||||
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
| Property management services | Holistic wellness consumer products and services | Total | ||||||||||
For the Six Months Ended June 30, 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 | ||||||||||||
| Bad debt | ||||||||||||
| Other Segment items | ||||||||||||
| Segment loss | ( | ) | ( | ) | ( | ) | ||||||
| Reconciliation of profit or loss | ||||||||||||
| Less: Unallocated amounts | ||||||||||||
| Professional fees | ||||||||||||
| Loss on debt extinguishment | ||||||||||||
| Impairment loss on intangible assets | ||||||||||||
| Other corporate income | ( | ) | ||||||||||
| Other corporate income expenses | ( | ) | ||||||||||
| Net loss before income taxes | ( | ) | ||||||||||
Other Significant Items:
Schedule of other significant items
| Property management services | Holistic wellness consumer products and services | Others | Total | |||||||||||||
| For the Six Months Ended June 30, 2025 | ||||||||||||||||
Property management services | Holistic wellness consumer products and services | Others | Total | |||||||||||||
| Interest expense | $ | $ | $ | $ | ||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | ||||||||||||
| Capital expenditure | $ | $ | $ | $ | ||||||||||||
| Property management services | Holistic wellness consumer products and services | Others | Total | |||||||||||||
| For the Six Months Ended June 30, 2024 | ||||||||||||||||
Property management services | Holistic wellness consumer products and services | Others | Total | |||||||||||||
| Interest expense | $ | $ | $ | $ | ||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | ||||||||||||
| Capital expenditure | $ | $ | $ | $ | ||||||||||||
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED 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
| 2025 | 2024 | |||||||
| For the Six Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Singapore | $ | $ | ||||||
| Malaysia | ||||||||
| Total | $ | $ | ||||||
As
of June 30, 2025, the Company’s total assets were comprised of $
As
of December 31, 2024, the Company’s total assets were comprised of $
Note 20 – Subsequent events
The Company evaluated all events and transactions that occurred after June 30, 2025. Other than the events described below, the Company did not identify any additional subsequent events that would require disclosure.
The
Company entered into a convertible promissory note purchase agreement dated as of August 1, 2025 (the “Purchase Agreement”)
with an institutional investor (the “Purchaser”) to purchase one or more convertible promissory notes (the “Notes”)
in an aggregate amount not to exceed $
Subject
to the terms and conditions of the Purchase Agreement, the Company may deliver to the Purchaser at any time a written request for a Note
to be sold to the Purchaser (the “Put Request”), which shall state the amount of such proposed Note and the proposed closing
date. Purchaser shall have five (5) business days to decline and/or refuse any Put Request, or purchase such Note at 90% of the principal
amount of the Note. Upon the first closing, the Company will issue and sell to the Purchaser a Note in the amount of $
On
September 19, 2025, the Company entered into a letter agreement (the “Letter Agreement”) with the Purchaser pursuant to which
the Company delivered ordinary shares to Purchasers for the conversion price of $
Exhibit 99.2
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
IN CONNECTION WITH THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
In this report, as used herein, and unless the context suggests otherwise, the terms “EUDA,” “Company,” “we,” “us” or “ours” refer to the combined business of Euda Health Holdings Limited and its subsidiaries and other consolidated entities. References to “dollar” and “$” are to U.S. dollars, the lawful currency of the United States. References to “SEC” are to the Securities and Exchange Commission.
You should read the following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes included elsewhere in this Report on Form 6-K and with the discussion and analysis of our financial condition and results of operations contained in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission on April 29, 2025 (the “2025 Form 20-F”). This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those identified elsewhere in this report on Form 6-K, and those listed in the 2025 Form 20-F under “Item 1A. Risk Factors” or in other parts of the 2025 Form 20-F.
Results of Operations
Comparison of the Six Months Ended June 30, 2025 and 2024
For the Six Months ended June 30, | ||||||||||||||||
| Percentage | ||||||||||||||||
| 2025 | 2024 | Change | Change | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Revenue | $ | 3,057,323 | $ | 1,908,048 | $ | 1,149,275 | 60.2 | % | ||||||||
| Cost of revenue | 2,222,009 | 1,465,976 | $ | 756,033 | 51.6 | % | ||||||||||
| Gross profit | 835,314 | 442,072 | $ | 393,242 | 89.0 | % | ||||||||||
| Selling expenses | 58,953 | 34,938 | $ | 24,015 | 68.7 | % | ||||||||||
| General and administrative expenses | 1,908,295 | 1,996,594 | $ | (8,299 | ) | (4.4 | )% | |||||||||
| Impairment loss of long-lived assets | - | 14,755,560 | $ | (14,755,560 | ) | (100.0 | )% | |||||||||
| Research and development | 244 | - | 244 | 100.0 | % | |||||||||||
| Loss from operations | (1,132,178 | ) | (16,345,020 | ) | $ | 15,212,842 | (93.1 | )% | ||||||||
| Other expense, net | (73,792 | ) | (404,233 | ) | $ | 330,441 | (81.7 | )% | ||||||||
| Loss before provision for income taxes | (1,205,970 | ) | (16,749,253 | ) | $ | 15,543,283 | (92.8 | )% | ||||||||
| Benefit for income taxes | 4,274 | 979 | $ | (3,295 | ) | 336.6 | % | |||||||||
| Net loss from continuing operations | (1,201,696 | ) | (16,748,274 | ) | $ | 15,546,578 | (92.8 | )% | ||||||||
| Net loss from discontinued operations | - | (84,673 | ) | $ | 84,673 | (100.0 | )% | |||||||||
| Net loss | $ | (1,201,696 | ) | $ | (16,832,947 | ) | $ | 15,631,251 | (92.9 | )% | ||||||
Revenue
Our breakdown of revenues by categories for the six months ended June 30, 2025 and 2024, respectively, is summarized below:
For the six months ended June 30, | ||||||||||||||||
| Percentage | ||||||||||||||||
| 2025 | 2024 | Change | Change | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Property management services | $ | 2,089,041 | $ | 1,908,048 | $ | 180,993 | 9.5 | % | ||||||||
| Holistic wellness consumer products and services | 893,785 | - | 893,785 | 100.0 | % | |||||||||||
| Others | 74,497 | - | 74,497 | 100.0 | % | |||||||||||
| Total revenue | $ | 3,057,323 | $ | 1,908,048 | $ | 1,149,275 | 60.2 | % | ||||||||
Property management services
Our revenue from property management services slightly increased by approximately $0.2 million or 9.5%, to approximately $2.1 million for the six months ended June 30, 2025 from approximately $1.9 million for the six months ended June 30, 2024. The increase was primarily driven by increase of the average management service fees charged to the clients. For the six months ended June 30, 2025, the average property management service fee was approximately $43,000 compared to approximately $39,000 for the same period in 2024. For the six months ended June 30, 2025, we consistently provide property management service to 36 units of properties, in which 3 units of properties also received security guard service. In addition, we provide security guard service on a standalone basis to 10 other units of properties. For the six months ended June 30, 2024, we consistently provide property management service to 34 units of properties, in which 3 units of properties also received security guard service. In addition, we provide security guard service on a standalone basis to 13 other units of properties.
Our percentage of property management services revenue from each property type are summarized as follows:
For the Six Months Ended | For the Six Months Ended | |||||||
| June 30, 2025 | June 30, 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Residential Apartments | 70 | % | 71 | % | ||||
| Commercial Units | 30 | % | 29 | % | ||||
Historically, we provided more property management services in the residential apartments than in the commercial units during the six months ended June 30, 2025 and 2024.
Holistic wellness consumer products and services
In connection with the acquisition of Fortress Cove in May 2024, we began generating revenue from holistic wellness consumer products and services through its operating subsidiary, CK Health. CK Health’s revenue streams include sales of holistic wellness consumer products, wellness therapies services, licensing services of bioenergy cabins, and a wellness membership program.
Disaggregated information of revenues from holistic wellness consumer products and services are as follows:
For the Six Months Ended June 30, | ||||||||||||||||
| Percentage | ||||||||||||||||
| 2025 | 2024 | Change | Change | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Holistic wellness consumer products | $ | 102,055 | $ | - | $ | 102,055 | 100.0 | % | ||||||||
| Wellness therapies service | 724,590 | - | 724,590 | 100.0 | % | |||||||||||
| Licensing service of bioenergy cabin | 17,145 | - | 17,145 | 100.0 | % | |||||||||||
| Wellness Membership Program | 49,995 | - | 49,995 | 100.0 | % | |||||||||||
| Total revenue from Holistic wellness consumer products | $ | 893,785 | $ | - | $ | 893,785 | 100.0 | % | ||||||||
As of June 30, 2025, more than 4,764 members had enrolled in the wellness membership program. We expect that revenues from holistic wellness consumer products and services will become a more meaningful contributor to our overall revenue base as we continue to expand our operations in the health and wellness sector.
Cost of Revenue
Our breakdown of cost of revenue by categories for the six months ended June 30, 2025 and 2024, respectively, is summarized below:
For the Six Months Ended June 30, | ||||||||||||||||
| Percentage | ||||||||||||||||
| 2025 | 2024 | Change | Change | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Property management services | $ | 1,622,146 | $ | 1,465,976 | $ | 156,170 | 10.7 | % | ||||||||
| Holistic wellness consumer products and services | 599,863 | - | 599,863 | 100.0 | % | |||||||||||
| Total cost of revenue | $ | 2,222,009 | $ | 1,465,976 | $ | 756,033 | 51.6 | % | ||||||||
Property management services
Our cost of revenues from property management services increased by approximately $0.2 million, or 10.7%, to approximately $1.6 million for the six months ended June 30, 2025 from approximately $1.5 million for the same period in 2024. The increase in cost of revenues from property management services is in line with the increase of the revenue from property management services.
Holistic wellness consumer products and services
Cost of revenue associated with our holistic wellness consumer products and services primarily consists of the cost of purchasing holistic wellness products for resale, depreciation for bioenergy cabin that performed the therapies service, and compensation for service personnel.
Disaggregated information of cost of revenue from holistic wellness consumer products and services is as follows:
For the Six Months ended June 30, | ||||||||||||||||
| Percentage | ||||||||||||||||
| 2025 | 2024 | Change | Change | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Holistic wellness consumer products | $ | 77,330 | $ | - | $ | 77,330 | 100 | % | ||||||||
| Wellness therapies service | 522,533 | - | 522,533 | 100 | % | |||||||||||
| Total cost of revenue from Holistic wellness consumer products | $ | 599,863 | $ | - | $ | 599,863 | 100 | % | ||||||||
Gross Profit
Property management services
The gross profit percentage from property management services was 22.3% and 23.2% for the six months ended June 30, 2025 and 2024, respectively. The decrease of gross profit percentage of 0.8% was primarily attributable to increase in salary and benefits of the property management employees due to inflation.
Holistic wellness consumer products and services
Disaggregated information of gross profit from holistic wellness consumer products and services are as follows:
For the Six Months Ended June 30, 2025 | For the Six Months Ended June 30, 2024 | Change | Percentage Change | |||||||||||||
| Holistic wellness consumer products | ||||||||||||||||
| Gross profit | $ | 24,725 | $ | - | $ | 24,725 | 100 | % | ||||||||
| Gross margin | 24.2 | % | - | % | 24.2 | % | ||||||||||
| Wellness therapies service | ||||||||||||||||
| Gross profit | $ | 202,057 | $ | - | $ | 202,057 | 100 | % | ||||||||
| Gross margin | 27.9 | % | - | % | 27.9 | % | ||||||||||
| Licensing service of bioenergy cabin | ||||||||||||||||
| Gross profit | $ | 17,145 | $ | - | $ | 17,145 | 100 | % | ||||||||
| Gross margin | 100.0 | % | - | % | 100.0 | % | ||||||||||
| Wellness Membership Program | ||||||||||||||||
| Gross profit | $ | 49,995 | $ | - | $ | 49,995 | 100 | % | ||||||||
| Gross margin | 100.0 | % | - | % | 100.0 | % | ||||||||||
| Total holistic wellness consumer products and services | ||||||||||||||||
| Gross profit | $ | 293,922 | $ | - | $ | 293,922 | 100 | % | ||||||||
| Gross margin | 32.9 | % | - | % | 100.0 | % | ||||||||||
For the six months ended June 30, 2025, our holistic wellness consumer products and services segment generated total gross profit of $293,922, representing a gross margin of 32.9%. The overall gross margin primarily reflects the contribution from our higher-margin licensing services, wellness membership program, and wellness therapies services.
Operating Expenses
Total operating expenses decreased by approximately $14.8 million, or 88.3%, to approximately $2.0 million for the six months ended June 30, 2025 from approximately $16.8 million for the same period in 2024. The decrease was mainly attributable to the decrease of impairment loss on long-lived asset of approximately $14.8 million as a result of the Fortress Cove Acquisition (defined below), and a decrease in general and administrative (“G&A”) expenses of approximately $88,000. The decrease was offset by increase of selling expenses of approximately $24,000.
A increase of approximately $24,000 in selling expenses was mainly attributable to the increase of approximately $21,000 in advertising and marketing expense as management initiated its operating strategy to minimize its marketing related expenses during the six months ended June 30, 2025, as compared to the same period in 2024.
A decrease of approximately $88,000 in general and administrative expenses for the six months ended June 30, 2025, compared to the same period in 2024, was primarily attributable to decrease of approximately $0.2 million in salary expenses resulting from management’s efforts to streamline operations and improve overall efficiency, offset by increase of approximately $68,000 in professional fees, including audit, legal, accounting, and other advisory services.
A decrease of approximately $14.8 million in impairment loss on long-lived assets was due to the impairment loss incurred on the intangible assets acquired from Fortress Cove Limited (“Fortress Cove”) and its subsidiary (“Fortress Cove Acquisition”) was recognized during the six months ended June 30, 2024, whereas no such impairment was recognized in the same period of 2025.
Other Expenses, Net
Our other expense, net is summarized as follows:
For the Six Months Ended June 30, 2025 | For the Six Months Ended June 30, 2024 | Change | Change (%) | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Interest expense, net | $ | (43,657 | ) | $ | (42,962 | ) | $ | (695 | ) | 1.6 | % | |||||
| Loss on debt settlement | - | (448,000 | ) | 448,000 | (100 | )% | ||||||||||
| Other (expense) income, net | (30,135 | ) | 86,729 | (116,864 | ) | (134.7 | )% | |||||||||
| Total other expense, net | $ | (73,792 | ) | $ | (404,233 | ) | $ | 330,441 | (81.7 | )% | ||||||
Total other expense, net amounted to approximately $74,000 and $0.4 million for the six months ended June 30, 2025 and 2024, respectively. This significant change was mainly due to the following:
Interest expenses, net
The increase of interest expenses by approximately 1.6% was mainly attributable to the fewer new interest-bearing loans obtained.
Loss on debt settlement
No loss on debt settlement was recognized for the six months ended June 30, 2025 compared to a loss on our debt settlements of approximately $0.5 million for the same period in 2024, which resulted from entering into settlement agreements with various lenders and converting a portion of the outstanding debt into ordinary shares.
Other (expense) income
Other expenses amounted to approximately $30,000 for the six months ended June 30, 2025, compared to other income amounted to approximately $87,000 for the same period in 2024, respectively. The change was mainly due to an increase in exchange loss.
Benefit for Income Taxes
Our benefit for income taxes increased to approximately $4,000 for the six months ended June 30, 2025 as compared to $1,000 for the same period in 2024. The increase in benefit for income taxes is mainly due to the realization of defer tax liabilities incurred from the amortization of intangible assets which acquired from Fortress Cove Acquisition.
Net Loss from Continuing Operations
We had a net loss from continuing operations of approximately $1.2 million and $16.7 million for the six months ended June 30, 2025 and 2024, respectively. Changes of net loss from continuing operations for the six months ended June 30, 2025 as compared to the same period in 2024 was predominately due to the reasons as discussed above.
Net Income (Loss) from Discontinued Operations
We had no income or loss from discontinued operations for the six months ended June 30, 2025, compared to a net loss of $85,000 for the same period in 2024. The change was primarily due to the disposal and deconsolidation of all discontinued entities during the year ended December 31, 2024.
Net Loss
We had a net loss of approximately $1.2 million and $16.8 million for the six months ended June 30, 2025 and 2024, respectively. Changes of net loss for the six months ended June 30, 2025, as compared to the same period in 2024 was predominately due to the reasons as discussed above.
Liquidity and Capital Resources
In assessing liquidity, we monitor and analyze cash on-hand and operating and capital expenditure commitments. Our liquidity needs are to meet working capital requirements, operating expenses and capital expenditure obligations. Debt financing in the form of short-term borrowings from banks, private lenders, third parties and related parties and cash generated from operations have been utilized to finance working capital requirements. As of June 30, 2025, our working capital deficit was approximately $4.4 million, and we had cash of approximately $0.2 million.
We have experienced recurring losses from operations and negative cash flows from operating activities since 2020. In addition, we had, and may potentially continue to have, an ongoing need to raise additional cash from outside sources to fund our expansion plan and related operations. Successful transition to attaining profitable operations is dependent upon achieving a level of revenues adequate to support our cost structure. In connection with our assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about our ability to continue as a going concern within one year after the date that our consolidated financial statements are issued. The management’s plan in addressing this uncertainty is through the following sources:
| ● | other available sources of financing from Singapore banks and other financial institutions or private lenders; | |
| ● | equity financing. |
In light of the disparity between the exercise price of the warrants and our current trading price, it is very unlikely that any potential proceeds from the exercise of our warrants will be realized in the near future. We are in active discussions with underwriters regarding a potential financing transaction through the issuance of convertible or equity financing to improve our liquidity and capital resource needs. However, there is no assurance that management will be successful in our financing plans. Should we need to seek additional capital prior to the closing of any financing transaction, we may continue to go to our related parties for additional financial support. We can make no assurances that required financings will be available for the amounts needed, or on terms commercially acceptable to us, 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 us and would materially adversely affect our ability to continue as a going concern.
Discontinued operations may entail contingent liabilities, such as legal claims, tax clearance and etc. The resolution of these liabilities could require cash outflows, impacting the Company’s liquidity and financial flexibility. If proceeds from discontinued operations are used to repay debt obligations, the Company’s liquidity may improve in the long term by reducing interest expenses and debt service requirements. However, the immediate impact on liquidity will depend on the timing and amount of debt repayment.
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and, as such, the financial statements do not include any adjustments relating to the recoverability and classification of recorded amounts or amounts and classification of liabilities that might be necessary should we be unable to continue in existence.
The following table provides summary information about our net cash flow for financial statement periods presented in this report:
| For the Six Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Net cash used in operating activities from continuing operations | (1,215,423 | ) | (1,120,810 | ) | ||||
| Net cash used in operating activities from discontinued operations | - | (137,787 | ) | |||||
| Net cash used in investing activities from continuing operations | (23,222 | ) | (4,021 | ) | ||||
| Net cash provided by financing activities from continuing operations | 1,117,757 | 1,299,775 | ||||||
| Net cash provided by financing activities from discontinued operations | - | 197,739 | ||||||
| Effect of exchange rate changes | 59,866 | (41,872 | ) | |||||
| Net change in cash and cash equivalents | $ | (61,022 | ) | $ | 193,024 | |||
Principal demands for liquidity are for working capital and general corporate purposes.
Operating Activities
Net cash used in operating activities was approximately $1.2 million for the six months ended June 30, 2025, and was primarily attributable to (i) approximately $1.2 million in net loss from continuing operations as discussed above, (ii) approximately $85,000 million of operating lease payment to reduce operating lease liabilities, (iii) approximately $0.3 million increase in accounts receivable due to less collections, (iv) an increase of approximately $0.2 million in prepaid expenses and other current assets, primarily attributable to higher service prepayments, (v) approximately $0.1 million decrease in tax payable due to timely tax payments and offset by (i) various non-cash items of approximately $0.2 million which included depreciation expense and amortization expense, (ii) approximately $0.3 million increase in accounts payable as we incurred more purchasing on account, (iii) approximately $0.2 million increase in other payables and accrued liabilities due to incurred more legal and professional fee, (iv) approximately $46,000 increase in customer deposit as we collect more deposit from our customer.
Net cash used in operating activities was approximately $1.3 million for the six months ended June 30, 2024 and was primarily attributable to (i) approximately $16.8 million in net loss from continuing operations as discussed above, (ii) approximately $0.1 million increase in prepayments as we purchased wellness product for resale and fixed assets from vendors, though the legal title of the items has not yet transferred to us, (iii) approximately $68,000 of operating lease payment to reduce operating lease liabilities, and (iv) approximately $0.1 million net cash used in operating activities from discontinued operations, offset by (i) various non-cash items which included approximately $80,000 of depreciation expense and amortization expense, approximately $14.8 million impairment loss on intangible assets, and approximately $0.4 million loss on debt settlement, (ii) approximately 0.4 million increase in other payable and accrued liabilities as we incurred more salary payable to our officer during the period. Additionally, we are holding approximately $0.2 million in escrow which is payable to 8i Asia Limited (“8i Asia), representing purchase consideration collected on behalf of 8i Asisa, and (iii) approximately $55,000 decrease in accounts receivable due to more collections.
Investing Activities
Net cash used in investing activities was approximately $23,000 for the six months ended June 30, 2025, which was primarily attributable to approximately $23,000 in purchase of equipment.
Net cash used in investing activities was approximately $4,000 for the six months ended June 30, 2024, which was primarily attributable to approximately $20,000 in purchase of equipment and intangible assets, offset by approximately $16,000 cash acquired from the Fortress Cove Acquisition.
Financing Activities
Net cash provided by financing activities was approximately $1.1 million for the six months ended June 30, 2025 and was primarily attributable to (i) approximately $1.1 million proceeds received from short term loans - related parties, (ii) approximately $59,000 proceed received from other payables - related parties, and (iii) approximately $0.4 million proceed received from short-term loan private lender, offset by (i) approximately $0.6 million repayment to short-term loans from private lenders, and (ii) approximately $3,000 repayment finance lease liabilities.
Net cash provided by financing activities was approximately $1.5 million for the six months ended June 30, 2024 and was primarily attributable to (i) approximately $1.5 million proceeds received from issuance of convertible notes, (ii) approximately $50,000 proceed received from issuance of ordinary shares through private placements, (iii) approximately $0.3 million proceeds received from short-term loans- private lenders, (iv) approximately $0.3 million proceeds received from short-term loans- related party, and (v) approximately $0.2 million net cash provided by finance activities from discontinued operations, offset by (i) approximately $0.3 million repayment of convertible note, (ii) approximately $0.1 million repayment to short-term loans- private lenders, and (iii) approximately $0.3 million repayments to discontinued operations entities.
In light of the disparity between the exercise price of the warrants and our current trading price, it is very unlikely that any potential proceeds from the exercise of our warrants will be realized in the near future. Therefore, we will need to raise capital in the near future in order to support our continued business operations. If the trading price of our ordinary shares experiences a further decline following or as a result of a contemplated offering, it will negatively impact our ability to raise additional capital on favorable terms, if at all.
Statement Regarding Unaudited Financial Information
The unaudited financial information set forth above is subject to adjustments that may be identified when audit work is performed on the Company’s year-end financial statements, which could result in significant differences from this unaudited financial information.