[FORM 20-F Filing Information](index=1&type=section&id=FORM%2020-F) EUDA Health Holdings Limited, a British Virgin Islands company, filed its annual report on Form 20-F for FY2024, with shares and warrants listed on Nasdaq [Registrant Information](index=1&type=section&id=Registrant%20Information) EUDA Health Holdings Limited, a British Virgin Islands company, filed its annual report on Form 20-F for FY2024, with shares and warrants listed on Nasdaq - EUDA Health Holdings Limited is a British Virgin Islands company filing its annual report on Form 20-F for the fiscal year ended December 31, 2024[1](index=1&type=chunk)[2](index=2&type=chunk) - Securities Registered on Nasdaq | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :------------------ | :---------------- | :---------------------------------------- | | Ordinary Shares | EUDA | The Nasdaq Stock Market LLC | | Redeemable Warrants | EUDAW | The Nasdaq Stock Market LLC | - As of December 31, 2024, there were **37,153,049 ordinary shares outstanding**[7](index=7&type=chunk) - The registrant is a non-accelerated filer and an emerging growth company[6](index=6&type=chunk) [Introduction](index=4&type=section&id=INTRODUCTION) This section provides definitions for key terms used throughout the Annual Report on Form 20-F, clarifying references to the Company and significant events [Definitions](index=4&type=section&id=Definitions) This section provides definitions for key terms used throughout the Annual Report on Form 20-F, clarifying references to the Company and significant events - References to 'we,' 'us,' 'our' 'EUDA' or the 'Company' are to EUDA Health Holdings Limited, a British Virgin Islands exempt company[12](index=12&type=chunk) - The 'Business Combination' refers to the share purchase by 8i of all outstanding shares of EUDA from Watermark, resulting in EUDA becoming a wholly-owned subsidiary of 8i, and 8i changing its name to 'EUDA Health Holdings Limited' on November 17, 2022[12](index=12&type=chunk) - GAAP refers to accounting principles generally accepted in the United States of America[12](index=12&type=chunk) [Forward-Looking Information](index=5&type=section&id=FORWARD-LOOKING%20INFORMATION) This section discusses forward-looking statements and inherent risks concerning the Company's future financial condition and operations [Nature of Forward-Looking Statements and Risks](index=5&type=section&id=Nature%20of%20Forward-Looking%20Statements%20and%20Risks) This section discusses forward-looking statements and inherent risks concerning the Company's future financial condition and operations - Forward-looking statements are identified by words such as 'estimate,' 'project,' 'predict,' 'will,' 'would,' 'should,' 'could,' 'may,' 'might,' 'anticipate,' 'plan,' 'intend,' 'believe,' 'expect,' 'aim,' 'goal,' 'target,' 'objective,' 'commit,' 'advance,' 'likely' or similar expressions[14](index=14&type=chunk) - Key risks include reliance on third-party technological solutions and distribution rights, expectations regarding future financial performance, and litigation and regulatory risks[14](index=14&type=chunk) - Additional risks include uncertainties related to the strategic shift from medical services to the wellness industry, the ability to integrate new businesses and service offerings, risks associated with direct sales of stem cell therapies in China, geopolitical and regulatory risks in Southeast Asia, and the ability to raise additional capital[18](index=18&type=chunk) - The Company undertakes no obligation to update or revise any forward-looking statements, except as required by law[16](index=16&type=chunk) [PART I](index=6&type=section&id=PART%20I) This part covers identity of directors, offer statistics, key information including capitalization, indebtedness, offer reasons, use of proceeds, and comprehensive risk factors [ITEM 1. Identity of Directors, Senior Management and Advisers](index=6&type=section&id=ITEM%201.%20Identity%20of%20Directors,%20Senior%20Management%20and%20Advisers) This item is not applicable for this report, indicating that information regarding directors, senior management, and advisers is not presented - This item is marked as 'Not applicable'[19](index=19&type=chunk) [ITEM 2. Offer Statistics and Expected Timetable](index=6&type=section&id=ITEM%202.%20Offer%20Statistics%20and%20Expected%20Timetable) This item is not applicable for this report, indicating that information regarding offer statistics and expected timetable is not provided - This item is marked as 'Not applicable'[20](index=20&type=chunk) [ITEM 3. Key Information](index=6&type=section&id=ITEM%203.%20Key%20Information) This section outlines key information, including capitalization, indebtedness, offer reasons, use of proceeds, and comprehensive risk factors affecting its business and financial condition [3.B. Capitalization and Indebtedness](index=6&type=section&id=3.B.%20Capitalization%20and%20Indebtedness) This sub-item states that information regarding capitalization and indebtedness is not applicable in this section - This sub-item is marked as 'Not Applicable'[21](index=21&type=chunk) [3.C. Reasons for the Offer and Use of Proceeds](index=6&type=section&id=3.C.%20Reasons%20for%20the%20Offer%20and%20Use%20of%20Proceeds) This sub-item indicates that information concerning the reasons for the offer and use of proceeds is not applicable in this section - This sub-item is marked as 'Not Applicable'[22](index=22&type=chunk) [3.D. Risk Factors](index=6&type=section&id=3.D.%20Risk%20Factors) This section details various risks, including acquisition benefits, unproven business models, stem cell therapy sales, stock price decline, management experience, and going concern doubts - No assurance that the Company can achieve desired strategic and financial benefits from the acquisition of CK Health, which generated only **$89,023 in revenue (2.2% of total revenue)** for FY2024[23](index=23&type=chunk) - CK Health is a new company with an unproven business model, having no operations prior to April 1, 2024, other than start-up activities, and incurred a net loss of **$19,788** and a working capital deficit of **$19,311** as of December 31, 2023[24](index=24&type=chunk) - Risks associated with CK Health's new line of business in direct sales of stem cell therapy services rendered in China, as CK Health has no prior experience and the collaboration agreement with Key Lock is terminable with one month's notice[26](index=26&type=chunk) - A significant shareholder, Mr. Meng Dong (James) Tan (holding approximately **25% of outstanding shares**), has demand registration rights for **8,571,428 ordinary shares**, the resale of which could cause a significant decline in the trading price[27](index=27&type=chunk) - The Company has a new Chief Operating Officer (Mr. John Ang, effective April 21, 2025) and a part-time Interim Chief Financial Officer (Ms. Vivian Tay, effective September 3, 2024), and the management team has limited experience working together and managing a public company[28](index=28&type=chunk) - The Company's strategic shift from medical services (streamlined in September 2023 due to lower post-COVID-19 demand) to the wellness industry carries uncertainties and risks, with current primary operations remaining property management services[29](index=29&type=chunk) - The independent auditor's report expresses substantial doubt about the Company's ability to continue as a 'going concern' due to a net loss of **$15.4 million** in 2024 and **$10.0 million** in 2023, a negative working capital deficit of **$3.4 million**, and cash of **$0.2 million** as of December 31, 2024[30](index=30&type=chunk) - Material weaknesses were identified in internal control over financial reporting for 2024 and 2023, specifically related to account reconciliations, which could adversely affect financial reporting accuracy and investor confidence[32](index=32&type=chunk)[33](index=33&type=chunk) - The Company requires additional funding through debt or equity securities to support operations and growth, and such funding may not be available on acceptable terms, leading to potential dilution for existing shareholders[36](index=36&type=chunk)[38](index=38&type=chunk) - The Company operates in a highly competitive and rapidly evolving industry, and failure to compete effectively based on service breadth, quality, innovation, and pricing could adversely impact its business[60](index=60&type=chunk)[61](index=61&type=chunk)[62](index=62&type=chunk) - Reliance on strategic relationships with third parties (e.g., for distribution rights of 'YOROYAL' collagens and bioenergy cabins, and stem cell therapies from Guangdong Cell Biotech) poses risks, as loss of these agreements could impair growth[64](index=64&type=chunk)[65](index=65&type=chunk) - The Company's short operating history and recent strategic shift make it difficult to assess future success and predict challenges, including attracting and retaining customers, adapting to regulatory changes, and managing reputational risks[57](index=57&type=chunk)[58](index=58&type=chunk)[59](index=59&type=chunk) [ITEM 4. Information on the Company](index=17&type=section&id=ITEM%204.%20Information%20on%20the%20Company) This section provides an overview of EUDA Health, detailing its business, strategic shifts, recent acquisitions, and operational structure [4.A. Business Overview](index=17&type=section&id=4.A.%20Business%20Overview) EUDA Health, founded in 2019, is redefining non-invasive healthcare in Southeast Asia and China, transitioning from medical services to wellness offerings like bioenergy cabins and stem cell therapies, while also providing property management services - EUDA Health, founded in 2019 and headquartered in Singapore, focuses on non-invasive healthcare in Southeast Asia and China, with a strategy anchored in wellness services[82](index=82&type=chunk) - In September 2023, the Company streamlined its medical service operations by closing clinics due to reduced demand post-COVID-19, qualifying this as discontinued operations[84](index=84&type=chunk) - On May 6, 2024, EUDA acquired Fortress Cove Limited, which owns CK Health Plus Sdn. Bhd. (Malaysia), a direct sales business for holistic wellness consumer products, for **$15.0 million** in shares; CK Health's revenue accounted for approximately **2.1% of total revenue** in FY2024[85](index=85&type=chunk) - On April 22, 2025, CK Health entered a collaboration agreement with Key Lock Health Management Co., Ltd. to market and sell Guangdong Cell Biotech's stem cell therapy services in Singapore and Malaysia[86](index=86&type=chunk) - Property management services revenue increased by approximately **$0.2 million** or **5.8%** to **$3.9 million** in FY2024 from **$3.7 million** in FY2023, primarily from common area management and security services[90](index=90&type=chunk) - EUDA's competitive strengths include diverse and synergistic product offerings (bioenergy wellness and stem cell therapies), commitment to scientific rigor, early-mover advantage in regenerative and preventive health, a scalable international business model, and a customer-centric product strategy[105](index=105&type=chunk)[106](index=106&type=chunk)[107](index=107&type=chunk)[108](index=108&type=chunk)[109](index=109&type=chunk) - Growth strategies include product line expansion (targeted bioenergy formulations, broader stem cell applications), geographical expansion (Asia-Pacific, Middle East, China), strategic partnerships, and enhanced brand awareness and consumer education[110](index=110&type=chunk)[111](index=111&type=chunk)[112](index=112&type=chunk)[113](index=113&type=chunk) [4.B. Industry Challenges and Opportunities](index=18&type=section&id=4.B.%20Industry%20Challenges%20and%20Opportunities) The healthcare industry in Asia-Pacific faces significant challenges including lack of access to quality care, strain from an aging population, and healthcare costs outpacing economic growth, leading to poor medical experiences, which EUDA aims to address with preventative solutions - Industry challenges include lack of access to healthcare, an aging population straining resources (**1 in 6 people globally aged 60+ by 2030**), healthcare costs outpacing economic growth (e.g., **18% of GDP in the US**), and poor medical experiences (e.g., **4-hour average wait time in Indonesia** for a 10-minute consultation)[91](index=91&type=chunk)[92](index=92&type=chunk)[95](index=95&type=chunk)[98](index=98&type=chunk) - Opportunities for EUDA include combatting rising healthcare costs with preventative bioenergy cabins and stem cell therapies, expanding access to healthcare services, reducing healthcare workforce pressures, leading healthcare wellness transformation, and addressing chronic disease and aging population needs[99](index=99&type=chunk)[100](index=100&type=chunk)[101](index=101&type=chunk)[102](index=102&type=chunk)[103](index=103&type=chunk) [4.C. Legal Proceedings](index=22&type=section&id=4.C.%20Legal%20Proceedings) The Company has been involved in legal disagreements among directors and former directors regarding appointments and access to systems, and is contesting a statutory demand for US$138,202.66 for alleged legal services, with no material adverse effect expected - Disagreements between directors and former directors occurred on May 12, 2023, concerning the legitimacy of appointments and removals, and the validity of purported shareholders' resolutions[118](index=118&type=chunk)[122](index=122&type=chunk) - The Company filed a claim in July 2023 against Mr. Capes and another defendant for unlawfully obstructing access to KRHSG's client and clinic management systems, causing business disruption and losses[119](index=119&type=chunk) - On May 10, 2024, EUDA received a statutory demand for **US$138,202.66** for alleged legal services, which the Company is contesting, with a hearing scheduled for May 1, 2025[120](index=120&type=chunk) - As of December 31, 2024, the Company does not expect these legal challenges to have a material adverse effect on its business, financial condition, or results of operations[118](index=118&type=chunk)[121](index=121&type=chunk) [4.D. Employees](index=22&type=section&id=4.D.%20Employees) As of December 31, 2024, EUDA had 117 full-time employees across Singapore and Malaysia, with the majority in operations, maintaining good relations without collective bargaining agreements - As of December 31, 2024, EUDA had **117 full-time employees**, including two named executive officers[122](index=122&type=chunk) - None of the employees are covered by collective bargaining agreements, and the Company has not experienced any strikes or work stoppages[122](index=122&type=chunk) [4.E. Share Purchase Agreement and Corporate Information](index=23&type=section&id=4.E.%20Share%20Purchase%20Agreement%20and%20Corporate%20Information) This section details the consummation of the business combination on November 17, 2022, where 8i Acquisition 2 Corp. acquired EUDA Health Limited, changing its name to EUDA Health Holdings Limited, and provides the Company's principal executive office address and corporate structure - The business combination was consummated on November 17, 2022, with 8i Acquisition 2 Corp. acquiring EUDA Health Limited and changing its name to EUDA Health Holdings Limited[123](index=123&type=chunk) - The Company's ordinary shares and warrants are listed on Nasdaq under the symbols 'EUDA' and 'EUDAW'[123](index=123&type=chunk) - The principal executive office is located at 60 Kaki Bukit Place, 03-01 Eunos Techpark, Singapore 415979[124](index=124&type=chunk) - The report includes a diagram illustrating the corporate structure as of the date of the annual report[128](index=128&type=chunk)[129](index=129&type=chunk) [ITEM 4.A. Unresolved Staff Comments](index=24&type=section&id=ITEM%204.A.%20Unresolved%20Staff%20Comments) This item indicates that there are no unresolved staff comments applicable to the Company - This item is marked as 'Not Applicable'[132](index=132&type=chunk) [ITEM 5. Operating and Financial Review and Prospects](index=25&type=section&id=ITEM%205.%20Operating%20and%20Financial%20Review%20and%20Prospects) This section analyzes EUDA Health's financial condition and operating results, covering strategic shifts, acquisitions, and key performance factors [5.A. Operating Results](index=25&type=section&id=5.A.%20Operating%20Results) EUDA Health's operating results reflect a strategic shift from medical services to property management and holistic wellness, reporting a net loss of $15.4 million in 2024, primarily due to a significant impairment loss on long-lived assets - The Board resolved on September 8, 2023, to streamline certain medical-related business units, which qualified as discontinued operations under ASC205-20, shifting primary operations to property management services[134](index=134&type=chunk) - The acquisition of Fortress Cove (CK Health) for **$15.0 million** in shares closed on May 8, 2024, with CK Health's revenue accounting for approximately **2.1% of total revenue** for FY2024[136](index=136&type=chunk) - Consolidated Statements of Operations Summary | Metric | 2024 ($) | 2023 ($) | 2022 ($) | | :-------------------------------------- | :------------ | :------------ | :------------ | | Revenue | 4,011,005 | 3,706,458 | 3,764,295 | | Cost of revenue | 3,248,850 | 2,864,383 | 2,894,296 | | Gross profit | 762,155 | 842,075 | 869,999 | | Selling expenses | 129,867 | 533,562 | 935,565 | | General and administrative expenses | 3,211,859 | 4,269,567 | 5,815,046 | | Impairment loss of long-lived assets | 14,755,560 | - | 1,139,016 | | Loss from operations | (17,335,131) | (3,961,054) | (12,219,257) | | Other expense, net | (307,031) | (4,473,727) | (12,809,437) | | Net loss from continuing operations | (17,637,783) | (8,434,781) | (25,007,905) | | Net income (loss) from discontinued operations | 2,246,340 | (1,601,323) | 58,659 | | Net (loss) income | (15,391,443) | (10,036,104) | (24,949,246) | - Revenue Breakdown by Category (2024 vs 2023) | Category | 2024 ($) | 2023 ($) | Change ($) | Percentage Change | | :------------------------------------- | :---------- | :---------- | :--------- | :---------------- | | Property management services | 3,921,982 | 3,706,458 | 215,524 | 5.8% | | Holistic wellness consumer products and services | 89,023 | - | 89,023 | 100.0% | | Total revenue | 4,011,005 | 3,706,458 | 304,547 | 8.2% | - Property management services revenue increased by **5.8%** in 2024, mainly due to an increase in managed units without security guard services, offset by a decrease in units with security guard services[144](index=144&type=chunk) - Holistic Wellness Consumer Products and Services Revenue (2024) | Category | 2024 ($) | | :--------------------------------- | :------- | | Holistic wellness consumer products | 3,262 | | Wellness therapies service | 75,572 | | Licensing service of bioenergy cabin | 7,299 | | Wellness Membership Program | 2,890 | | Total revenue | 89,023 | - Total operating expenses increased by **276.8%** to **$18.1 million** in 2024, primarily due to a **$14.8 million** impairment loss on long-lived assets from the Fortress Cove Acquisition, offset by decreases in selling and G&A expenses[154](index=154&type=chunk)[157](index=157&type=chunk) - Net income from discontinued operations was **$2.2 million** in 2024, a significant improvement from a **$1.6 million** net loss in 2023, driven by a **$2.5 million** gain on disposal of subsidiaries and a **$1.6 million** decrease in operating expenses[165](index=165&type=chunk) [5.B. Liquidity and Capital Resources](index=35&type=section&id=5.B.%20Liquidity%20and%20Capital%20Resources) EUDA Health faces significant liquidity challenges, with a working capital deficit of $3.4 million and cash of $0.2 million as of December 31, 2024, raising substantial doubt about its ability to continue as a going concern - As of December 31, 2024, the Company had a working capital deficit of approximately **$3.4 million** and cash of approximately **$0.2 million**[187](index=187&type=chunk) - The Company has experienced recurring losses from operations and negative cash flows from operating activities since 2020, raising substantial doubt about its ability to continue as a going concern[188](index=188&type=chunk) - Management plans to address liquidity needs through other available sources of financing from Singapore banks, financial institutions, private lenders, and equity financing[189](index=189&type=chunk)[190](index=190&type=chunk) - Net cash used in operating activities from continuing operations was **$2.0 million** in 2024, primarily due to net loss, inventory increase, and operating lease payments, partially offset by non-cash items and improved collections[194](index=194&type=chunk) - Net cash provided by financing activities was **$2.3 million** in 2024, mainly from convertible notes, private placements, and short-term loans from private lenders and related parties, offset by repayments[200](index=200&type=chunk) - It is unlikely that potential proceeds from warrant exercises will be realized in the near future due to the disparity between exercise price and current trading price, necessitating other capital raising efforts[188](index=188&type=chunk)[204](index=204&type=chunk) [5.C. Research and Development, Patents and Licenses, etc.](index=38&type=section&id=5.C.%20Research%20and%20Development,%20Patents%20and%20Licenses,%20etc.) This section refers to 'Item 4. Information on the Company—B. Business Overview—Intellectual Property' for details on research and development, patents, and licenses - Information is referenced to 'Item 4. Information on the Company—B. Business Overview—Intellectual Property'[208](index=208&type=chunk) [5.D. Trend Information](index=38&type=section&id=5.D.%20Trend%20Information) The Company is not aware of any trends, uncertainties, demands, commitments, or events that are reasonably likely to have a material effect on its revenues, income, profitability, liquidity, or capital resources, other than those disclosed elsewhere in the annual report - No material trends, uncertainties, demands, commitments, or events are identified that are reasonably likely to have a material effect on revenues, income, profitability, liquidity, or capital resources, beyond what is disclosed elsewhere in the report[208](index=208&type=chunk) [5.E. Critical Accounting Estimates](index=38&type=section&id=5.E.%20Critical%20Accounting%20Estimates) This section outlines the critical accounting estimates and judgments used in preparing the financial statements, which include allowance for credit losses and income taxes, based on historical experience and various assumptions - Critical accounting estimates include allowance for credit losses and income taxes[209](index=209&type=chunk) - Allowance for credit losses is reviewed using historical collection trends, aging of receivables, and individual customer financial condition, with the adoption of ASU 2019-05 (expected credit losses methodology) on January 1, 2023, having no material impact[210](index=210&type=chunk)[211](index=211&type=chunk) - Income taxes are accounted for in accordance with U.S. GAAP, with deferred tax assets reduced by a valuation allowance when it is not probable that they will be utilized[212](index=212&type=chunk)[213](index=213&type=chunk) [ITEM 6. Directors, Senior Management and Employees](index=40&type=section&id=ITEM%206.%20Directors,%20Senior%20Management%20and%20Employees) This section details EUDA Health's directors, senior management, and employees, covering biographies, compensation, board practices, and share ownership [6.A. Directors and Senior Management](index=40&type=section&id=6.A.%20Directors%20and%20Senior%20Management) The Company's senior management team includes Alfred Lim (CEO), John Ang (COO), and Vivian Tay (Interim CFO), with an independent Board of Directors comprising Eric Lew (Chairman), Kong-Yew Wong, and Kent Kwong Yeow Liew - Directors and Senior Management | Name | Age | Position(s) | | :---------------- | :-- | :-------------------------------- | | Alfred Lim | 74 | Chief Executive Officer and Executive Director | | John Ang | 52 | Chief Operating Officer | | Vivian Tay | 39 | Interim Chief Financial Officer | | Eric Lew | 52 | Chairman of the Board | | Kong-Yew Wong | 50 | Director | | Kent Kwong Yeow Liew | 70 | Director | - Alfred Lim, CEO since February 2025, has over **44 years of experience** in international trade[216](index=216&type=chunk) - John Ang joined as COO on April 21, 2025, bringing **23 years of management expertise**, including over a decade in healthcare strategy and operations[217](index=217&type=chunk) - Vivian Tay has served as Interim CFO since September 2024 and is also Accounts Director at 8i Enterprises Pte. Ltd., a company owned by a significant shareholder[218](index=218&type=chunk) - Eric Lew, Kong-Yew Wong, and Kent Kwong Yeow Liew are independent directors with extensive business and financial experience[219](index=219&type=chunk)[220](index=220&type=chunk)[221](index=221&type=chunk) [6.B. Compensation](index=41&type=section&id=6.B.%20Compensation) For fiscal year 2024, the Company paid approximately US$471,727 in cash to its former CEO, former CFO, current CEO, and interim CFO, while independent directors received no compensation for either fiscal year - For FY2024, the Company paid approximately **US$471,727** in cash to its former CEO, former CFO, current CEO, and interim CFO[223](index=223&type=chunk) - For FY2023, the same individuals received approximately **US$376,587** in ordinary shares at **$1.275 per share**[223](index=223&type=chunk) - None of the executive officers or Executive Director received any bonus or other compensation for FY2024 and FY2023[223](index=223&type=chunk) - Independent directors received no compensation for fiscal years 2024 and 2023[224](index=224&type=chunk) - Total expenses for government-mandated defined contribution plans were **$351,517** in 2024 and **$316,971** in 2023[224](index=224&type=chunk) [6.C. Board Practices](index=41&type=section&id=6.C.%20Board%20Practices) The Board of Directors consists of four directors, with three independent directors meeting Nasdaq's independence requirements, and has Audit, Corporate Governance, and Compensation Committees, all composed of independent directors - The board of directors consists of **four directors**, with **three independent directors** (Eric Lew, Dr. Kong-Yew Wong, and Kent Kwong Yeow Liew) meeting Nasdaq's independence requirements[225](index=225&type=chunk)[226](index=226&type=chunk) - The Audit Committee, composed of Eric Lew (Chairperson), Kong-Yew Wong, and Kent Kwong Yeow Liew, is responsible for reviewing financial statements, risk assessment, auditor independence, and approving related-party transactions[228](index=228&type=chunk)[232](index=232&type=chunk) - Eric Lew is qualified as an 'audit committee financial expert'[230](index=230&type=chunk) - The Corporate Governance and Nominating Committee and Compensation Committee are also composed of independent directors, with Kent Kwong Yeow Liew and Kong-Yew Wong serving as their respective Chairpersons[231](index=231&type=chunk)[234](index=234&type=chunk) - Under British Virgin Islands law, directors must act honestly and in good faith in the company's best interests, exercising care, diligence, and skill[234](index=234&type=chunk) - A written Related Party Transactions Policy requires audit committee review and approval for transactions exceeding **$100,000** involving related parties[239](index=239&type=chunk)[243](index=243&type=chunk) [6.D. Employees](index=45&type=section&id=6.D.%20Employees) As of December 31, 2024, EUDA had 117 full-time employees, with the largest functional group being Operations (90 employees), followed by Sales & Marketing (11) and Accounting and Finance (10) - As of December 31, 2024, EUDA had **117 full-time employees**, with **99 in Singapore** and **18 in Malaysia**[244](index=244&type=chunk) - Employees by Function (December 31, 2024) | Function | Number | | :---------------- | :----- | | Senior Management | 5 | | Accounting and Finance | 10 | | Sales & Marketing | 11 | | Operations | 90 | | Human Resource | 1 | | Total | 117 | [6.E. Share Ownership](index=45&type=section&id=6.E.%20Share%20Ownership) This section details the beneficial ownership of EUDA's ordinary shares as of April 15, 2025, with Watermark Developments Limited and Meng Dong (James) Tan as significant shareholders, holding 26.0% and 24.3% respectively - Beneficial ownership is based on **37,156,382 ordinary shares** issued and outstanding as of April 15, 2025[249](index=249&type=chunk) - Beneficial Ownership of Ordinary Shares (April 15, 2025) | Name of Beneficial Owner | Number of Ordinary Shares Beneficially Owned | % of Ownership | | :------------------------------------------- | :------------------------------------------- | :------------- | | Five Percent Holders | | | | Watermark Developments Limited | 9,660,000 | 26.0% | | Meng Dong (James) Tan | 9,036,447 | 24.3% | | Directors and Executive Officers | | | | Alfred Lim | 53,650 | * | | John Ang | - | - | | Vivian Tay | - | - | | Eric Lew | - | - | | Kong-Yew Wong | - | - | | Kent Kwong Yeow Liew | 3,000 | * | | All Directors and Executive Officers as a Group (6 persons) | 56,649 | * | * Less than 1% - Watermark Developments Limited's shares are beneficially owned by several individuals and entities, including Fan Pingli (**25.6%**), Kelvin Chen (**11.1%**), Hartanto (**10.9%**), Koh Yong Pau (**10.9%**), Kng Pong Sai (**10.9%**), and Janic Pacific Limited (**10.9%**)[251](index=251&type=chunk) - Meng Dong (James) Tan's ownership includes **2,223,850 shares** held by 8i Capital Limited, where he is the sole shareholder and director[251](index=251&type=chunk) [ITEM 7. Major Shareholders and Related Party Transactions](index=47&type=section&id=ITEM%207.%20Major%20Shareholders%20and%20Related%20Party%20Transactions) This section details major shareholders and extensive related party transactions, primarily involving loans and settlement agreements [7.A. Major Shareholders](index=47&type=section&id=7.A.%20Major%20Shareholders) This section refers to 'Item 6. Directors, Senior Management and Employees—E. Share Ownership' for information on major shareholders - Information on major shareholders is referenced to 'Item 6. Directors, Senior Management and Employees—E. Share Ownership'[254](index=254&type=chunk) [7.B. Related Party Transactions](index=47&type=section&id=7.B.%20Related%20Party%20Transactions) The Company has engaged in numerous debt obligations and settlement agreements with related parties, including Meng Dong (James) Tan and his affiliates and Alfred Lim, often involving the issuance of ordinary shares to settle debts and compensation - Meng Dong (James) Tan, a significant shareholder, provided multiple loans and convertible notes to the Company, including a **$700,000** convertible promissory note in November 2022 (Tan 2022 Note), and additional loans totaling **$478,200** in 2023, which were settled by issuing ordinary shares[254](index=254&type=chunk)[255](index=255&type=chunk)[256](index=256&type=chunk)[257](index=257&type=chunk)[258](index=258&type=chunk)[259](index=259&type=chunk) - In March 2024, the James Tan Loan (**$24,004**) was converted into a convertible note, and 8i Enterprises Pte Ltd (owned by Mr. Tan) received a **$911,373** convertible note to settle advisory services and outstanding loans[260](index=260&type=chunk)[261](index=261&type=chunk) - 8i Holdings 2 Pte Ltd (owned by Mr. Tan) received **82,600 restricted ordinary shares** in May 2023 to settle a **$82,600** convertible promissory note[264](index=264&type=chunk)[265](index=265&type=chunk) - Former CEO Dr. Kelvin Chen settled claims for **$850,306** by receiving **578,439 ordinary shares** in May/June 2023, and later **166,653 restricted ordinary shares** in March 2024 for outstanding compensation[266](index=266&type=chunk)[268](index=268&type=chunk) - Alfred Lim, CEO and Executive Director, received **53,649 restricted ordinary shares** in March 2024 for **$68,403.25** of owed compensation and provided multiple loans to the Company, including **SGD 49,000** in March 2025 and **SGD 50,000** in December 2024[270](index=270&type=chunk)[272](index=272&type=chunk)[273](index=273&type=chunk)[274](index=274&type=chunk) - The acquisition of Fortress Cove Limited in May 2024, for which EUDA issued **8,571,428 ordinary shares**, involved Meng Dong (James) Tan as a **40% shareholder** of Fortress Cove Limited[275](index=275&type=chunk) [7.C. Interests of Experts and Counsel](index=49&type=section&id=7.C.%20Interests%20of%20Experts%20and%20Counsel) This item is not applicable, indicating that there are no disclosures regarding the interests of experts and counsel in this section - This item is marked as 'Not applicable'[276](index=276&type=chunk) [ITEM 8. Financial Information](index=50&type=section&id=ITEM%208.%20Financial%20Information) This section confirms consolidated financial statements, addresses legal proceedings, dividend policy, and significant changes [8.A. Consolidated Statements and Other Financial Information](index=50&type=section&id=8.A.%20Consolidated%20Statements%20and%20Other%20Financial%20Information) The consolidated financial statements are appended as part of this annual report, with no material legal proceedings or dividends paid in 2024, 2023, and 2022, and no current dividend policy - Consolidated financial statements are filed as part of this annual report[277](index=277&type=chunk) - The Company is not a party to any material legal proceedings that would have a material adverse effect on its business, financial condition, or operations[278](index=278&type=chunk) - No dividends were paid in 2024, 2023, and 2022, and the Company currently has no dividend policy[279](index=279&type=chunk) [8.B. Significant Changes](index=50&type=section&id=8.B.%20Significant%20Changes) Except as disclosed elsewhere in this annual report, the Company has not experienced any significant changes since the date of its audited consolidated financial statements - No significant changes have occurred since the date of the audited consolidated financial statements, other than those disclosed elsewhere in the annual report[280](index=280&type=chunk) [ITEM 9. The Offer and Listing](index=50&type=section&id=ITEM%209.%20The%20Offer%20and%20Listing) This section provides information on the Company's securities offering and listing details, confirming NASDAQ listing [9.A. Offering and Listing Details](index=50&type=section&id=9.A.%20Offering%20and%20Listing%20Details) This sub-item refers to 'C. Markets' for offering and listing details - Information is referenced to 'C. Markets'[281](index=281&type=chunk) [9.B. Plan of Distribution](index=50&type=section&id=9.B.%20Plan%20of%20Distribution) This sub-item is not applicable, indicating no plan of distribution is detailed in this section - This sub-item is marked as 'Not applicable'[281](index=281&type=chunk) [9.C. Markets](index=50&type=section&id=9.C.%20Markets) The Company's ordinary shares and warrants are listed on the NASDAQ under the symbols 'EUDA' and 'EUDAW', respectively - Ordinary shares and warrants are listed on NASDAQ under the symbols 'EUDA' and 'EUDAW'[282](index=282&type=chunk) [9.D. Selling Shareholders](index=50&type=section&id=9.D.%20Selling%20Shareholders) This sub-item is not applicable, indicating no selling shareholders are detailed in this section - This sub-item is marked as 'Not applicable'[283](index=283&type=chunk) [9.E. Dilution](index=50&type=section&id=9.E.%20Dilution) This sub-item is not applicable, indicating no dilution information is detailed in this section - This sub-item is marked as 'Not applicable'[284](index=284&type=chunk) [9.F. Expenses of the Issue](index=51&type=section&id=9.F.%20Expenses%20of%20the%20Issue) This sub-item is not applicable, indicating no expenses of the issue are detailed in this section - This sub-item is marked as 'Not applicable'[285](index=285&type=chunk) [ITEM 10. Additional Information](index=51&type=section&id=ITEM%2010.%20Additional%20Information) This section provides additional information on share capital, corporate governance, material contracts, and taxation, including PFIC rules [10.A. Share Capital](index=51&type=section&id=10.A.%20Share%20Capital) The Company is incorporated in the British Virgin Islands, governed by its Amended and Restated Memorandum and Articles of Association and the BVI Business Companies Act, with each ordinary share granting one vote and equal distribution rights - The Company is incorporated in the British Virgin Islands, governed by its Amended and Restated Memorandum and Articles of Association and the BVI Business Companies Act[286](index=286&type=chunk) - Each ordinary share confers the right to one vote, an equal share in any distribution, and an equal share in the distribution of the Company's surplus[287](index=287&type=chunk)[294](index=294&type=chunk) - Dividends can be declared if the value of Company assets exceeds liabilities and the Company can pay its debts as they fall due[288](index=288&type=chunk) - There are no pre-emptive rights for new share issues[289](index=289&type=chunk) [10.B. Memorandum and Articles of Association](index=51&type=section&id=10.B.%20Memorandum%20and%20Articles%20of%20Association) The Company's memorandum and articles of association authorize an unlimited number of no par value shares, requiring directors and officers to act honestly and in good faith, and allowing for their indemnification and insurance - The memorandum and articles of association authorize the issuance of an unlimited number of shares of one class of no par value[291](index=291&type=chunk) - Directors and officers must act honestly and in good faith with a view to the Company's best interests and exercise reasonable care, diligence, and skill[295](index=295&type=chunk) - The Company may indemnify directors and officers against expenses and judgments in legal proceedings if they acted honestly and in good faith, and without reasonable cause to believe their conduct was unlawful[296](index=296&type=chunk) - The Company may purchase and maintain insurance for directors and officers against liabilities incurred in their capacity[297](index=297&type=chunk) [10.C. Material Contracts](index=52&type=section&id=10.C.%20Material%20Contracts) This section outlines key material contracts, including convertible loan agreements with Affluence Resource Pte. Ltd. ($1,000,000) and Gilandi Limited ($500,000), amendments to a convertible promissory note with Maxim Group LLC, and a fee settlement agreement with Loeb & Loeb LLP - On April 16, 2024, the Company entered into a Convertible Loan Agreement with Affluence Resource Pte. Ltd. for **$1,000,000**, bearing **12% interest**, convertible into ordinary shares at **$1.00 or $1.42 per share** depending on the conversion date[299](index=299&type=chunk) - On January 16, 2024, the Company entered into a Convertible Loan Agreement with Gilandi Limited for **$500,000**, bearing **8% interest**, which automatically converted into **500,000 ordinary shares** at **$1.00 per share** on March 31, 2024[301](index=301&type=chunk) - An amendment to a convertible promissory note with Maxim Group LLC changed the maturity date to July 31, 2024, with automatic conversion into ordinary shares at **$1.50 per share** if unpaid[302](index=302&type=chunk) - A Fee Settlement Agreement with Loeb & Loeb LLP on April 25, 2024, required the Company to repay a **$300,000** promissory note in three installments, allowing Loeb to retain **60,000 restricted ordinary shares**[303](index=303&type=chunk) - Amendments to Prepaid Forward Agreements on June 8, 2023, resulted in the acceleration of transactions and the issuance of **1,600,000 ordinary shares** to institutional investors as Maturity Consideration[304](index=304&type=chunk) - Private placements between May and August 2023 resulted in the sale of **790,000 ordinary shares** for **$790,000** to accredited investors[307](index=307&type=chunk) [10.D. Exchange Controls](index=55&type=section&id=10.D.%20Exchange%20Controls) This section refers to 'Item 3. Key Information — D. Risk factors — Risks Related to our Business and Industry' for information on exchange controls - Information on exchange controls is referenced to 'Item 3. Key Information — D. Risk factors — Risks Related to our Business and Industry'[308](index=308&type=chunk) [10.E. Taxation](index=55&type=section&id=10.E.%20Taxation) This section summarizes BVI and U.S. federal income tax consequences for holders of the Company's ordinary shares and warrants, detailing BVI tax exemptions and the complex Passive Foreign Investment Company (PFIC) rules for U.S. Holders - Under BVI laws, non-residents are not liable for BVI tax on dividends or gains from the sale of securities, and no withholding tax is imposed on dividends[309](index=309&type=chunk) - There are no capital gains, gift, or inheritance taxes levied by the British Virgin Islands on companies incorporated under the BVI Act, and shares are not subject to transfer taxes or stamp duties[310](index=310&type=chunk) - U.S. Holders generally include cash dividends in gross income, taxable at regular rates for corporate holders and potentially lower long-term capital gains rates for non-corporate holders if shares are readily tradeable[321](index=321&type=chunk) - The Company does not intend to pay cash dividends in the foreseeable future, retaining earnings for business growth[322](index=322&type=chunk) - Upon sale or disposition of securities, U.S. Holders generally recognize capital gain or loss, subject to PFIC rules[323](index=323&type=chunk) - The discussion highlights the complex Passive Foreign Investment Company (PFIC) rules, which can subject U.S. Holders to special tax and interest charges on gains and 'excess distributions' unless a timely Qualified Electing Fund (QEF) or 'mark-to-market' election is made[332](index=332&type=chunk)[333](index=333&type=chunk)[335](index=335&type=chunk)[341](index=341&type=chunk)[342](index=342&type=chunk) - Non-U.S. Holders are generally not subject to U.S. federal income tax on dividends or gains unless effectively connected with a U.S. trade or business[348](index=348&type=chunk)[349](index=349&type=chunk) - Backup withholding (currently **24%**) may apply to U.S. Holders who fail to provide an accurate taxpayer identification number or comply with certification requirements[352](index=352&type=chunk) [10.F. Dividends and Paying Agents](index=63&type=section&id=10.F.%20Dividends%20and%20Paying%20Agents) This item is not applicable, indicating no information on dividends and paying agents is detailed in this section - This item is marked as 'Not Applicable'[355](index=355&type=chunk) [10.G. Statement by Experts](index=63&type=section&id=10.G.%20Statement%20by%20Experts) This item is not applicable, indicating no statement by experts is detailed in this section - This item is marked as 'Not Applicable'[356](index=356&type=chunk) [10.H. Documents on Display](index=63&type=section&id=10.H.%20Documents%20on%20Display) The Company is subject to SEC reporting requirements and files annual reports on Form 20-F, available on the SEC's website and the Company's website, with exemptions as a foreign private issuer - The Company is subject to SEC reporting requirements and files annual reports on Form 20-F[357](index=357&type=chunk) - Reports are available on www.sec.gov and the Company's website www.euda.com[357](index=357&type=chunk)[358](index=358&type=chunk) - As a foreign private issuer, the Company is exempt from certain quarterly reports and proxy statements rules under the Exchange Act[357](index=357&type=chunk) [10.I. Subsidiary Information](index=64&type=section&id=10.I.%20Subsidiary%20Information) This item is not applicable, indicating no subsidiary information is detailed in this section - This item is marked as 'Not applicable'[359](index=359&type=chunk) [ITEM 11. Quantitative and Qualitative Disclosures About Market Risk](index=64&type=section&id=ITEM%2011.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This item is not applicable, indicating that there are no quantitative and qualitative disclosures about market risk in this section - This item is marked as 'Not applicable'[360](index=360&type=chunk) [ITEM 12. Description of Securities Other Than Equity Securities](index=64&type=section&id=ITEM%2012.%20Description%20of%20Securities%20Other%20Than%20Equity%20Securities) This section describes the Company's warrants, entitling holders to purchase ordinary shares at $11.50 per share, exercisable for five years [12.A. Debt Securities](index=64&type=section&id=12.A.%20Debt%20Securities) This sub-item is not applicable, indicating no debt securities are detailed in this section - This sub-item is marked as 'Not Applicable'[361](index=361&type=chunk) [12.B. Warrants and Rights](index=64&type=section&id=12.B.%20Warrants%20and%20Rights) Every two warrants entitle the holder to purchase one ordinary share at $11.50, expiring five years after the business combination, and are redeemable at $0.01 per warrant if the share price exceeds $16.50 - Every two warrants entitle the holder to purchase one ordinary share at a price of **$11.50 per share**[362](index=362&type=chunk) - Warrants expire **five years** after the completion of the initial business combination, or earlier upon redemption or liquidation[362](index=362&type=chunk) - The Company may call warrants for redemption at **$0.01 per warrant** if the ordinary share price equals or exceeds **$16.50** for **20 trading days** within a **30-day period**, and a current registration statement is in effect[363](index=363&type=chunk)[366](index=366&type=chunk) - Management has the option to require cashless exercise of warrants under redemption conditions[365](index=365&type=chunk) - No fractional shares will be issued upon exercise of the warrants; amounts are rounded to the nearest whole number[371](index=371&type=chunk) [12.C. Other Securities](index=65&type=section&id=12.C.%20Other%20Securities) This sub-item is not applicable, indicating no other securities are detailed in this section - This sub-item is marked as 'Not applicable'[372](index=372&type=chunk) [PART II](index=66&type=section&id=PART%20II) This part addresses defaults, security holder rights, controls, audit committee, code of ethics, accountant fees, and certifying accountant changes [ITEM 13. Defaults, Dividend Arrearages and Delinquencies](index=66&type=section&id=ITEM%2013.%20Defaults,%20Dividend%20Arrearages%20and%20Delinquencies) This item states that there are no defaults, dividend arrearages, or delinquencies to report - This item is marked as 'None'[374](index=374&type=chunk) [ITEM 14. Material Modifications to the Rights of Security Holders and Use of Proceeds](index=66&type=section&id=ITEM%2014.%20Material%20Modifications%20to%20the%20Rights%20of%20Security%20Holders%20and%20Use%20of%20Proceeds) This item indicates that there have been no material modifications to the rights of security holders and no use of proceeds to report - This item is marked as 'Not Applicable' for both Material Modifications to the Rights of Security Holders and Use of Proceeds[375](index=375&type=chunk)[376](index=376&type=chunk) [ITEM 15. Controls and Procedures](index=66&type=section&id=ITEM%2015.%20Controls%20and%20Procedures) The CEO and CFO concluded that disclosure controls were not effective as of December 31, 2024, due to a material weakness in internal control over financial reporting related to account reconciliations, for which management is developing a remediation plan - The CEO and CFO concluded that disclosure controls and procedures were **not effective** as of December 31, 2024[381](index=381&type=chunk) - A material weakness was identified related to the lack of appropriate controls in the financial reporting process, specifically account reconciliations[384](index=384&type=chunk) - Management's remediation plan includes hiring additional finance and accounting staff, engaging a qualified consultant for Sarbanes-Oxley Act compliance, clearly defining roles, enhancing documentation, and considering an integrated financial management system[385](index=385&type=chunk) - Despite the material weakness, the consolidated financial statements for the periods covered are deemed to fairly present the Company's financial position, results of operations, and cash flows in conformity with GAAP[381](index=381&type=chunk) [ITEM 16A. Audit Committee Financial Expert](index=68&type=section&id=ITEM%2016A.%20Audit%20Committee%20Financial%20Expert) The board of directors has determined that Eric Lew, an independent director and member of the audit committee, qualifies as an audit committee financial expert - Eric Lew, an independent director and audit committee member, has been determined to be an audit committee financial expert[389](index=389&type=chunk) [ITEM 16B. Code of Ethics](index=68&type=section&id=ITEM%2016B.%20Code%20of%20Ethics) The Company's board of directors has adopted a code of ethics applicable to all directors, officers, and employees, with specific provisions for senior finance officers, available on the Company's website - A code of ethics has been adopted, applicable to all directors, officers, and employees, with specific provisions for senior finance officers[390](index=390&type=chunk) - The code of business conduct and ethics is posted on the Company's website at www.euda.com[390](index=390&type=chunk) [ITEM 16C. Principal Accountant Fees and Services](index=68&type=section&id=ITEM%2016C.%20Principal%20Accountant%20Fees%20and%20Services) This section details the audit fees paid to J&S Associate PLT and Marcum Asia CPAs LLP for 2024 and 2023, with total audit fees of $427,250 in 2024 and $724,000 in 2023, all pre-approved by the audit committee - Principal Accountant Fees and Services | Category | 2024 ($) | 2023 ($) | | :---------------- | :-------- | :-------- | | Audit fees | 427,250 | 724,000 | | J&S Associate PLT | 190,000 | | | Marcum Asia CPAs LLP | 237,250 | 724,000 | | Audit related fees | - | - | | Tax fees | - | - | | All Other Fees | - | - | | Total | 427,250 | 724,000 | - Audit fees consist of fees for the audit of annual financial statements and reviews of interim financial statements, including services related to registration statements[392](index=392&type=chunk) - The audit committee's policy is to pre-approve all audit and non-audit services provided by J&S Associate PLT and Marcum Asia CPAs LLP[394](index=394&type=chunk) [ITEM 16D. Exemptions from the Listing Standards for Audit Committees](index=68&type=section&id=ITEM%2016D.%20Exemptions%20from%20the%20Listing%20Standards%20for%20Audit%20Committees) This item states that there have been no exemptions from listing standards required to be disclosed in response to this item - No exemptions from listing standards for audit committees are required to be disclosed[395](index=395&type=chunk) [ITEM 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers](index=68&type=section&id=ITEM%2016E.%20Purchases%20of%20Equity%20Securities%20by%20the%20Issuer%20and%20Affiliated%20Purchasers) This item states that there have been no purchases of equity securities by the issuer and affiliated purchasers - This item is marked as 'None'[396](index=396&type=chunk) [ITEM 16F. Change in Registrant's Certifying Accountant](index=69&type=section&id=ITEM%2016F.%20Change%20in%20Registrant's%20Certifying%20Accountant) On September 3, 2024, the Company terminated Marcum Asia CPAs LLP and engaged J&S Associate PLT as its independent registered public accounting firm, a decision approved by the Audit Committee - On September 3, 2024, Marcum Asia CPAs LLP was terminated, and J&S Associate PLT was engaged as the new independent registered public accounting firm, approved by the Audit Committee[397](index=397&type=chunk) - Marcum Asia's reports for 2023 and 2022 included an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern[398](index=398&type=chunk) - Material weaknesses in internal control over financial reporting were noted, including lack of sufficient financial reporting personnel, inadequate assessment of third-party specialists, and insufficient controls in account reconciliations and journal entry approvals[398](index=398&type=chunk) - There were no disagreements between the Company and Marcum Asia on accounting principles, financial statement disclosure, or auditing scope/procedure[398](index=398&type=chunk) [ITEM 16G. Corporate Governance](index=69&type=section&id=ITEM%2016G.%20Corporate%20Governance) This section compares EUDA Health's corporate governance practices under British Virgin Islands law with those of Delaware corporations and Nasdaq listing standards, highlighting exemptions as a foreign private issuer - British Virgin Islands law requires directors to act honestly and in good faith in the company's best interests, exercising reasonable care, diligence, and skill[402](index=402&type=chunk) - The memorandum and articles of association can be amended by a resolution of shareholders or, under certain conditions, by a resolution of directors without shareholder approval[403](index=403&type=chunk) - Directors can act by written resolution with the consent of all directors or committee members[404](index=404&type=chunk) - Shareholders can approve corporate matters by written consent of holders of over **50% of voting shares**[405](index=405&type=chunk) - Shareholder approval is required for the disposal or sale of more than **50% of the company's total assets** by value[407](index=407&type=chunk) - As a foreign private issuer, EUDA may follow home country corporate governance practices, exempting it from certain Nasdaq rules, including shareholder approval for certain security issuances and the requirement for regularly scheduled independent director meetings[423](index=423&type=chunk)[424](index=424&type=chunk) - The Company intends to follow its home country practices in lieu of these specific Nasdaq requirements, potentially affording shareholders less protection than U.S. domestic issuers[425](index=425&type=chunk) [ITEM 16H. Mine Safety Disclosure](index=73&type=section&id=ITEM%2016H.%20Mine%20Safety%20Disclosure) This item is not applicable, indicating no mine safety disclosure is detailed in this section - This item is marked as 'Not applicable'[428](index=428&type=chunk) [ITEM 16I. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections](index=73&type=section&id=ITEM%2016I.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20That%20Prevent%20Inspections) This item is not applicable, indicating no disclosure regarding foreign jurisdictions that prevent inspections is detailed in this section - This item is marked as 'Not applicable'[429](index=429&type=chunk) [ITEM 16J. Insider Trading Policies](index=73&type=section&id=ITEM%2016J.%20Insider%20Trading%20Policies) The Company has adopted an Insider Trading Policy to ensure compliance with applicable insider trading laws, rules, and regulations, and listing standards - The Company has adopted an Insider Trading Policy to promote compliance with applicable insider trading laws, rules, regulations, and listing standards[430](index=430&type=chunk) [ITEM 16K. Cybersecurity](index=73&type=section&id=ITEM%2016K.%20Cybersecurity) EUDA has adopted a Cyber Security Policy to identify, assess, manage, mitigate, and respond to cybersecurity threats, integrated within its enterprise risk management system - EUDA has adopted a Cyber Security Policy to identify, assess, manage, mitigate, and respond to cybersecurity threats, integrated within its enterprise risk management system[431](index=431&type=chunk) - The policy addresses the corporate IT environment, third-party service providers, and external-facing applications[431](index=431&type=chunk) - The cybersecurity incident response process involves a multi-functional approach for investigating, containing, and mitigating incidents, with reporting to senior management and the board[432](index=432&type=chunk) - While no material cybersecurity incidents have occurred, the evolving nature of threats increases the difficulty of defense and preventative measures[432](index=432&type=chunk) [PART III](index=74&type=section&id=PART%20III) This part confirms the inclusion of consolidated financial statements, provides an index of exhibits, and details various agreements [ITEM 17. Financial Statements](index=74&type=section&id=ITEM%2017.%20Financial%20Statements) The Company has elected to provide its financial statements pursuant to Item 18 of Form 20-F - The Company has elected to provide financial statements pursuant to Item 18[435](index=435&type=chunk) [ITEM 18. Financial Statements](index=74&type=section&id=ITEM%2018.%20Financial%20Statements) The consolidated financial statements of Euda Health Holdings Ltd. and its subsidiaries are included at the end of this annual report - The consolidated financial statements of Euda Health Holdings Ltd. and its subsidiaries are included at the end of this annual report[436](index=436&type=chunk) [ITEM 19. Exhibits](index=75&type=section&id=ITEM%2019.%20Exhibits) This section provides an index of exhibits filed with the annual report, including descriptions of capital stock, memorandum and articles of association, various loan and settlement agreements, and certifications - The exhibit index lists various documents, including descriptions of capital stock, corporate governance documents, convertible loan agreements, settlement agreements, and certifications[438](index=438&type=chunk) [Consolidated Financial Statements](index=77&type=section&id=Consolidated%20Financial%20Statements) This section presents the audited consolidated financial statements, including auditor's report, balance sheets, operations, equity, cash flows, and notes [Report of Independent Registered Public Accounting Firm](index=78&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) J&S Associate PLT audited the consolidated financial statements for 2024, expressing a fair opinion but noting substantial doubt about the Company's ability to continue as a going concern, similar to Marcum Asia CPAs LLP's reports for 2023 and 2022 - J&S Associate PLT audited the consolidated financial statements for the year ended December 31, 2024, and expressed a fair opinion[446](index=446&type=chunk) - The audit report for 2024 includes an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern due to an accumulated deficit of **$50,100,426** and a shareholders' equity deficit of **$2,553,059** as of December 31, 2024[447](index=447&type=chunk) - Marcum Asia CPAs LLP audited the financial statements for the periods ended December 31, 2023 and 2022, also expressing a fair opinion but with an explanatory paragraph regarding substantial doubt about the Company's going concern[454](index=454&type=chunk)[456](index=456&type=chunk) [Consolidated Balance Sheets](index=80&type=section&id=Consolidated%20Balance%20Sheets) The consolidated balance sheets show total assets of $1.7 million in 2024, an increase from $1.3 million in 2023, with total liabilities decreasing significantly from $8.8 million to $4.3 million, resulting in an improved shareholders' deficit of $(2.6) million - Consolidated Balance Sheets Summary | Metric | December 31, 2024 ($) | December 31, 2023 ($) | | :-------------------------------------- | :-------------------- | :-------------------- | | **ASSETS** | | | | Total Current Assets | 762,876 | 723,441 | | Property and Equipment, Net | 87,712 | 6,732 | | Total Other Assets | 847,222 | 580,335 | | **Total Assets** | **1,697,810** | **1,310,508** | | **LIABILITIES AND SHAREHOLDERS' DEFICIT** | | | | Total Current Liabilities | 4,141,374 | 8,717,333 | | Total Other Liabilities | 128,504 | 75,111 | | **Total Liabilities** | **4,269,878** | **8,792,444** | | Total Shareholders' Deficit | (2,572,068) | (7,481,936) | - Cash balance increased from **$189,005** in 2023 to **$237,605** in 2024[462](index=462&type=chunk) - Accounts receivable, net, decreased from **$237,474** in 2023 to **$146,174** in 2024[462](index=462&type=chunk) - Inventories increased from **$0** in 2023 to **$128,977** in 2024[462](index=462&type=chunk) - Convertible notes decreased significantly from **$2,413,125** in 2023 to **$29,073** in 2024[462](index=462&type=chunk) - Ordinary shares outstanding increased from **24,627,509** in 2023 to **37,153,049** in 2024[462](index=462&type=chunk) [Consolidated Statements of Operations and Comprehensive Income (Loss)](index=81&type=section&id=Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20(Loss)) The Company reported a net loss of $15.4 million in 2024, an increase from $10.0 million in 2023, primarily driven by a $14.8 million impairment loss on intangible assets, despite an 8.2% increase in total revenues - Consolidated Statements of Operations Summary | Metric | 2024 ($) | 2023 ($) | 2022 ($) | | :-------------------------------------- | :------------ | :------------ | :------------ | | Total Revenues | 4,011,005 | 3,706,458 | 3,764,295 | | Total Cost of Revenues | 3,248,850 | 2,864,383 | 2,894,296 | | Gross Profit | 762,155 | 842,075 | 869,999 | | Total Operating Expenses | 18,097,286 | 4,803,129 | 13,089,256 | | Loss From Operations | (17,335,131) | (3,961,054) | (12,219,257) | | Total Other Expense, net | (307,031) | (4,473,727) | (12,809,437) | | Net Loss From Continuing Operations | (17,637,783) | (8,434,781) | (25,007,905) | | Net Income (Loss) From Discontinued Operations | 2,246,3

Core Viewpoint - EUDA Health Holdings Limited has shifted from a joint venture to a commercial distribution arrangement with Guangdong Cell Biotech, enhancing its access to advanced stem cell therapies and regenerative medicine in Southeast Asia [1][2][4]. Company Overview - EUDA Health Holdings Limited is a Singapore-based property management services provider and a leading non-invasive healthcare provider in Singapore and Malaysia, focusing on transforming the health and wellness landscape through innovative non-invasive treatments [5]. Strategic Partnership Update - The collaboration with Guangdong Cell Biotech will allow EUDA to market and sell stem cell therapies in Singapore and Malaysia through its subsidiary CK Health, which aligns with the company's mission to expand holistic healthcare access [3][4]. Business Strategy - The new commercial distribution structure is designed to diversify EUDA's business and revenue streams, combining its holistic healthcare solutions with Guangdong Cell Biotech's established therapies [5].

Core Viewpoint - EUDA Health Holdings Limited is in preliminary discussions with Guangdong Cell Biotech to establish a joint venture aimed at enhancing growth and innovation in the biotechnology and consumer health sectors through a combined digital healthcare ecosystem and stem cell technology [2][4]. Company Overview - EUDA Health Holdings Limited operates a unique digital healthcare ecosystem in Southeast Asia, focusing on making healthcare affordable and accessible while improving patient outcomes through personalized healthcare solutions [6][7]. - Guangdong Cell Biotech is a leading enterprise in stem cell and regenerative medicine in China, with over 30 established treatment facilities and a strong focus on innovative therapies [8]. Strategic Rationale - The partnership aims to foster innovation in preventive healthcare by combining EUDA's digital healthcare expertise with Guangdong Cell Biotech's stem cell technology [5]. - The collaboration is expected to expand market presence and generate operational synergies, enhancing efficiency and improving patient outcomes [5]. - The joint venture seeks to accelerate the research and application of "digital + stem cell" technologies, aiming to set a new industry standard in healthcare [5]. Market Potential - The market for stem cell treatment in China and Asia is described as massive, indicating significant growth opportunities for both companies through this potential partnership [5].

[Unaudited Condensed Consolidated Balance Sheets](index=1&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) As of June 30, 2024, EUDA Health Holdings Limited reported a significant increase in total assets, primarily driven by cash and intangible assets, while total liabilities decreased. The company continues to operate with a substantial shareholders' deficit, though it improved compared to December 31, 2023 [Balance Sheet Overview](index=1&type=section&id=Balance%20Sheet%20Overview) As of June 30, 2024, EUDA Health Holdings Limited reported a significant increase in total assets, primarily driven by cash and intangible assets, while total liabilities decreased. The company continues to operate with a substantial shareholders' deficit, though it improved compared to December 31, 2023 Balance Sheet Summary | Metric | June 30, 2024 ($) | December 31, 2023 ($) | Change ($) | Percentage Change (%) | | :--------------------------------- | :------------ | :---------------- | :----- | :---------------- | | **Assets** | | | | | | Total Current Assets | $1,056,359 | $723,441 | $332,918 | 46.02% | | Total Assets | $2,027,942 | $1,310,508 | $717,434 | 54.75% | | **Liabilities** | | | | | | Total Current Liabilities | $7,884,030 | $8,717,333 | $(833,303) | -9.56% | | Total Liabilities | $8,039,452 | $8,792,444 | $(752,992) | -8.56% | | **Shareholders' Deficit** | | | | | | Total Shareholders' Deficit | $(6,011,510) | $(7,481,936) | $1,470,426 | -19.65% | - Cash increased significantly from $189,005 as of December 31, 2023, to **$376,206** as of June 30, 2024, representing a **99.04% increase**[2](index=2&type=chunk) - Intangible assets, net, increased from $0 to **$350,847**, reflecting recent acquisitions[2](index=2&type=chunk) - Convertible notes (current liabilities) decreased from $2,413,125 to **$2,140,682**, a **11.30% reduction**[2](index=2&type=chunk) [Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss](index=3&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS%20AND%20COMPREHENSIVE%20LOSS) For the six months ended June 30, 2024, EUDA Health Holdings Limited reported a substantial increase in net loss, primarily driven by a significant impairment loss on intangible assets. Revenues from property management services saw a modest increase, but operating expenses surged, leading to a higher loss from operations and a greater net loss attributable to the company [Operations and Comprehensive Loss Overview](index=3&type=section&id=Operations%20and%20Comprehensive%20Loss%20Overview) For the six months ended June 30, 2024, EUDA Health Holdings Limited reported a substantial increase in net loss, primarily driven by a significant impairment loss on intangible assets. Revenues from property management services saw a modest increase, but operating expenses surged, leading to a higher loss from operations and a greater net loss attributable to the company Operations and Comprehensive Loss Summary | Metric | Six Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2023 ($) | Change ($) | Percentage Change (%) | | :------------------------------------------ | :----------------------------- | :----------------------------- | :----- | :---------------- | | Total Revenues | $1,908,048 | $1,803,010 | $105,038 | 5.83% | | Gross Profit | $442,072 | $443,690 | $(1,618) | -0.36% | | Total Operating Expenses | $16,787,092 | $3,159,444 | $13,627,648 | 431.30% | | Loss From Operations | $(16,345,020) | $(2,715,754) | $(13,629,266) | 501.85% | | Net Loss Attributable to EUDA Health Holdings Limited | $(16,827,829) | $(8,514,303) | $(8,313,526) | 97.64% | | Basic and Diluted Loss Per Share (Total) | $(0.59) | $(0.40) | $(0.19) | 47.50% | - Impairment loss on intangible assets was **$14,755,560** for the six months ended June 30, 2024, compared to $0 in the prior year period, significantly contributing to the increase in operating expenses[5](index=5&type=chunk) - Selling expenses decreased substantially from $377,472 in 2023 to **$34,938** in 2024, a **90.74% reduction**[5](index=5&type=chunk) - Net loss from discontinued operations decreased significantly from $(1,323,406) in 2023 to **$(84,673)** in 2024[5](index=5&type=chunk) [Unaudited Condensed Consolidated Statements of Change in Shareholders' Deficit](index=5&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CHANGE%20IN%20SHAREHOLDERS'%20DEFICIT) For the six months ended June 30, 2024, EUDA Health Holdings Limited's total shareholders' deficit improved, decreasing from $(7,481,936) to $(6,011,510). This improvement was primarily driven by significant capital increases from the issuance of ordinary shares through private placements, conversion of convertible notes, settlement of debts, and an asset acquisition, partially offset by a net loss [Shareholders' Deficit Changes Overview](index=5&type=section&id=Shareholders'%20Deficit%20Changes%20Overview) For the six months ended June 30, 2024, EUDA Health Holdings Limited's total shareholders' deficit improved, decreasing from $(7,481,936) to $(6,011,510). This improvement was primarily driven by significant capital increases from the issuance of ordinary shares through private placements, conversion of convertible notes, settlement of debts, and an asset acquisition, partially offset by a net loss Shareholders' Deficit Summary | Metric | December 31, 2023 | June 30, 2024 | | :------------------------------------------------ | :---------------- | :------------ | | Ordinary shares outstanding (shares) | 24,627,509 | 35,744,299 | | Ordinary shares capital ($) | $27,430,187 | $45,693,774 | | Accumulated deficit ($) | $(34,743,270) | $(51,571,099) | | Total Shareholders' Deficit ($) | $(7,481,936) | $(6,011,510) | - Issuance of ordinary shares in assets acquisition contributed **$15,000,000** to capital[8](index=8&type=chunk) - Issuance of ordinary shares upon conversion of convertible notes added **$1,500,000** to capital[8](index=8&type=chunk) - Net loss for the period was **$(16,827,829)**, increasing the accumulated deficit[8](index=8&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) For the six months ended June 30, 2024, EUDA Health Holdings Limited experienced a net increase in cash, primarily due to significant cash provided by financing activities, which offset cash used in operating and investing activities. This marks a reversal from the prior year's net decrease in cash [Cash Flows Overview](index=7&type=section&id=Cash%20Flows%20Overview) For the six months ended June 30, 2024, EUDA Health Holdings Limited experienced a net increase in cash, primarily due to significant cash provided by financing activities, which offset cash used in operating and investing activities. This marks a reversal from the prior year's net decrease in cash Cash Flows Summary | Cash Flow Activity | Six Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2023 ($) | | :------------------------------------------------ | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(1,258,597) | $(2,176,501) | | Net cash used in investing activities | $(4,021) | $(1,098) | | Net cash provided by financing activities | $1,497,514 | $1,711,519 | | Net change in cash | $193,024 | $(463,999) | | Cash, end of the period | $390,578 | $320,486 | - Cash used in operating activities from continuing operations decreased by **55.37%** from $(2,511,774) in 2023 to **$(1,120,810)** in 2024[10](index=10&type=chunk) - Financing activities in 2024 included **$1,500,000** from convertible notes and **$267,216** from short-term loans (private lenders), partially offset by repayments[10](index=10&type=chunk) - Non-cash investing and financing activities included **$15,000,000** for issuance of ordinary shares in assets acquisition in 2024, and **$2,368,000** for settlement of prepaid forward contracts in 2023[11](index=11&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=9&type=section&id=NOTES%20TO%20UNAUDITED%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) This section provides detailed disclosures on accounting policies, financial statement components, and significant events, offering crucial context [Note 1 – Nature of business and organization](index=9&type=section&id=Note%201%20%E2%80%93%20Nature%20of%20business%20and%20organization) EUDA Health Holdings Limited, formerly 8i Acquisition 2 Corp., completed a business combination in November 2022, acquiring EUDA Health Limited. The company underwent several reorganizations under common control. Following the discontinuation of its medical services in September 2023, the company now operates primarily in property management services. A recent development includes the acquisition of Fortress Cove Limited in May 2024, expanding into direct sales of holistic wellness consumer products in Malaysia - EUDA Health Holdings Limited (formerly 8i Acquisition 2 Corp.) consummated a business combination with EUDA Health Limited (EHL) on November 17, 2022, making EHL a wholly-owned subsidiary[13](index=13&type=chunk) - In September 2023, the company streamlined its medical services practice, accounting for it as a discontinued operation due to a strategic shift. The company is transitioning to other medical service fields[21](index=21&type=chunk) - The company now operates in a single business segment: property management services for shopping malls, office buildings, and residential apartments[20](index=20&type=chunk) - On May 6, 2024, EUDA acquired Fortress Cove Limited, which owns CK Health Plus Sdn Bhd, a Malaysian company in the direct sale business of holistic wellness consumer products[22](index=22&type=chunk) [Note 2 – Going concern](index=12&type=section&id=Note%202%20%E2%80%93%20Going%20concern) The company's recurring losses from operations, negative cash flows, and a working capital deficit of approximately $6.8 million as of June 30, 2024, raise substantial doubt about its ability to continue as a going concern. Management is actively seeking various financing resources, including shareholder borrowings and potential public offerings, to address liquidity needs - As of June 30, 2024, the Company's working capital deficit was approximately **$6.8 million**, and cash on hand was approximately **$0.4 million**[27](index=27&type=chunk) - The Company has experienced recurring losses from operations and negative cash flows from operating activities since 2020[27](index=27&type=chunk) - Management has determined that these conditions raise substantial doubt about the Company's ability to continue as a going concern within one year[27](index=27&type=chunk) - Management is trying to alleviate the going concern risk by securing various financing resources, including borrowing from shareholders and the possibility of raising funds through a future public offering[30](index=30&type=chunk) [Note 3 – Summary of significant accounting policies](index=14&type=section&id=Note%203%20%E2%80%93%20Summary%20of%20significant%20accounting%20policies) This note details the Company's significant accounting policies, covering U.S. GAAP, consolidation, estimates, revenue recognition, asset valuation, and liability measurement, and highlights key changes like ASU 2019-05 adoption and medical services reclassification - The financial statements are prepared in accordance with U.S. GAAP and reflect normal recurring adjustments for interim periods[31](index=31&type=chunk) - Following the discontinuation of medical service operations in September 2023, the Company now has one operating segment: property management services[37](index=37&type=chunk)[38](index=38&type=chunk) - The Company adopted FASB ASU 2019-05 on January 1, 2023, for expected credit losses, which did not have a significant impact on the financial statements[41](index=41&type=chunk)[42](index=42&type=chunk) - Revenue from property management services (common area and security management) is recognized on a straight-line basis over the contract term, typically one year[61](index=61&type=chunk)[62](index=62&type=chunk) - The Company accounts for leases in accordance with ASC 842, classifying them as either finance or operating leases based on specific criteria, and recognizing ROU assets and lease liabilities[84](index=84&type=chunk)[86](index=86&type=chunk) [Basis of Presentation and Consolidation](index=14&type=section&id=Basis%20of%20Presentation%20and%20Consolidation) The financial statements adhere to U.S. GAAP and consolidate the Company and its subsidiaries, eliminating intercompany transactions - The unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP and include all adjustments considered necessary for fair presentation[31](index=31&type=chunk) - The financial statements consolidate the Company and its subsidiaries, eliminating all intercompany transactions and balances[32](index=32&type=chunk) [Use of Estimates and Non-Controlling Interests](index=15&type=section&id=Use%20of%20Estimates%20and%20Non-Controlling%20Interests) Management relies on estimates for financial statement preparation, and non-controlling interests represent equity not attributable to the Company in subsidiaries - Preparation of financial statements requires management to make estimates and assumptions, including lease classification, asset valuations, credit loss allowances, and impairment assessments[35](index=35&type=chunk) - Non-controlling interests reflect the equity portion not attributable to the Company in non-wholly owned subsidiaries[36](index=36&type=chunk) [Segment Reporting](index=15&type=section&id=Segment%20Reporting) The Company uses the management approach for segment reporting, now operating in a single segment: property management services - The Company uses the management approach for segment reporting, with the CEO as the CODM[37](index=37&type=chunk) - After discontinuing medical services in September 2023, the Company operates in a single reportable segment: property management services[37](index=37&type=chunk)[38](index=38&type=chunk) [Asset Acquisitions and Cash](index=16&type=section&id=Asset%20Acquisitions%20and%20Cash) Asset acquisitions are accounted for by allocating costs based on fair value, and cash includes demand deposits with short maturities - Asset acquisitions are accounted for by allocating costs based on relative fair value, with any excess cost generally allocated to acquired assets[39](index=39&type=chunk) - Cash includes cash on hand and demand deposits with original maturities less than three months[40](index=40&type=chunk) [Receivables and Prepayments](index=16&type=section&id=Receivables%20and%20Prepayments) Accounts receivable are recorded net of allowances for uncollectible amounts, and prepayments are cash advances to suppliers - Accounts receivable are recorded net of an allowance for uncollectible accounts, with adequacy reviewed using historical trends and economic conditions[41](index=41&type=chunk)[42](index=42&type=chunk) - Prepayments are cash advanced to suppliers, with allowances recognized if advances are determined not to result in receipts or refunds[43](index=43&type=chunk) - Other receivables include employee advances and refundable deposits, with allowances recorded for at-risk amounts[44](index=44&type=chunk) [Property and Equipment, Intangible Assets, and Impairment](index=17&type=section&id=Property%20and%20Equipment%2C%20Intangible%20Assets%2C%20and%20Impairment) Property and equipment are depreciated using the straight-line method, purchased intangible assets are amortized, and long-lived assets are reviewed for impairment, with a significant impairment loss recognized in 2024 - Property and equipment are stated at cost less accumulated depreciation, computed using the straight-line method over estimated useful lives[47](index=47&type=chunk) - Purchased intangible assets are recognized at fair value and amortized over their useful lives (e.g., distribution rights 2-3 years, software 5 years)[49](index=49&type=chunk) - Long-lived assets, including property and equipment, intangible assets, and ROU assets, are reviewed for impairment when circumstances indicate carrying value may not be recoverable[52](index=52&type=chunk) - An impairment loss of **$14,755,560** on long-lived assets was recognized for the six months ended June 30, 2024[52](index=52&type=chunk) [Warrants and Forward Purchase Agreements](index=19&type=section&id=Warrants%20and%20Forward%20Purchase%20Agreements) Warrants are equity-classified, while prepaid forward purchase liabilities are measured at fair value with changes recognized in earnings - Warrants are equity-classified instruments, recorded as a component of equity at issuance[53](index=53&type=chunk)[54](index=54&type=chunk) - Prepaid forward purchase liabilities are recognized in accordance with ASC 480-10-25-8, initially and subsequently measured at fair value with changes recognized in earnings[57](index=57&type=chunk)[119](index=119&type=chunk) [Revenue Recognition and Cost of Revenues](index=20&type=section&id=Revenue%20Recognition%20and%20Cost%20of%20Revenues) The Company follows ASC 606 for revenue recognition, applying a five-step model, with property management services revenue recognized on a straight-line basis - The Company follows ASC 606, applying a five-step model to recognize revenue from customer contracts[58](index=58&type=chunk)[59](index=59&type=chunk) - Property management services revenue is recognized on a straight-line basis over the service period[62](index=62&type=chunk) Disaggregated Revenues by Service | Service | Six Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2023 ($) | | :------------------------------------ | :----------------------------- | :----------------------------- | | Common area management | $1,379,191 | $1,311,964 | | Security management | $528,857 | $491,046 | | **Total Revenues** | **$1,908,048** | **$1,803,010** | - Cost of revenues primarily consists of labor expenses attributable to property management services[66](index=66&type=chunk) [Income Taxes and Discontinued Operations](index=22&type=section&id=Income%20Taxes%20and%20Discontinued%20Operations) Income taxes are accounted for using the balance sheet liability method, and discontinued operations are reported for strategic shifts with major financial effects - Income taxes are accounted for using the balance sheet liability method, recognizing deferred tax liabilities for taxable temporary differences and deferred tax assets when probable of utilization[72](index=72&type=chunk) - A discontinued operation is reported if it represents a strategic shift with a major effect on operations and financial results[76](index=76&type=chunk) [Loss Per Share and Fair Value Measurements](index=24&type=section&id=Loss%20Per%20Share%20and%20Fair%20Value%20Measurements) Basic EPS is calculated based on weighted average ordinary shares, while fair value is defined as the price in an orderly transaction, categorized by input levels - Basic EPS is net income divided by weighted average ordinary shares outstanding; diluted EPS includes potential ordinary shares unless anti-dilutive[78](index=78&type=chunk) - Fair value is defined as the price received or paid in an orderly transaction, categorized into Level 1, 2, or 3 inputs[80](index=80&type=chunk)[81](index=81&type=chunk) [Leases and Related Parties](index=26&type=section&id=Leases%20and%20Related%20Parties) Leases are accounted for under ASC 842, recognizing ROU assets and lease liabilities, and related parties are defined by control or significant influence - Leases are accounted for under ASC 842, with ROU assets and lease liabilities recognized at the present value of lease payments using the incremental borrowing rate[86](index=86&type=chunk) - Parties are considered related if one has the ability to control or exercise significant influence over the other[91](index=91&type=chunk) [Recent Accounting Pronouncements](index=27&type=section&id=Recent%20Accounting%20Pronouncements) As an emerging growth company, the Company has elected an extended transition period for new accounting standards and is evaluating the impact of recently issued ASUs - The Company, as an emerging growth company, has elected the extended transition period for complying with new or revised accounting standards[93](index=93&type=chunk) - The Company is evaluating the impact of recently issued ASUs, including ASU 2023-06 (Disclosure Improvements), ASU 2023-07 (Segment Reporting), ASU 2023-09 (Income Taxes), and ASU 2024-01 (Stock Compensation)[94](index=94&type=chunk)[95](index=95&type=chunk)[96](index=96&type=chunk)[97](index=97&type=chunk) [Note 4 – Discontinued operations](index=28&type=section&id=Note%204%20%E2%80%93%20Discontinued%20operations) In September 2023, EUDA Health Holdings Limited's Board resolved to streamline its medical services practice, classifying it as a discontinued operation due to its strategic shift and major effect on financial results. This note provides a reconciliation of assets, liabilities, income, and cash flows specifically related to these discontinued operations for the periods presented - The medical services practice, carried out through several entities, was accounted for as a discontinued operation starting September 2023[99](index=99&type=chunk) Assets and Liabilities of Discontinued Operations | Metric | June 30, 2024 ($) | December 31, 2023 ($) | | :--------------------------------------- | :------------ | :---------------- | | Total Current Assets of Discontinued Operations | $104,991 | $102,839 | | Total Assets of Discontinued Operations | $104,991 | $102,839 | | Total Current Liabilities of Discontinued Operations | $2,406,571 | $2,624,068 | | Total Liabilities of Discontinued Operations | $2,406,571 | $2,624,068 | Income and Losses from Discontinued Operations | Metric | Six Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2023 ($) | | :------------------------------------------ | :----------------------------- | :----------------------------- | | Revenue | $0 | $1,002,810 | | Gross Profit | $0 | $257,913 | | Total Operating Expenses | $98,246 | $1,576,792 | | Loss From Operations | $(98,246) | $(1,318,879) | | Net Loss Attributable to EUDA | $(84,673) | $(1,323,406) | Cash Flows from Discontinued Operations | Cash Flow Activity | Six Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2023 ($) | | :------------------------------------------------ | :----------------------------- | :----------------------------- | | Net cash (used in) provided by operating activities | $(137,787) | $335,273 | | Net cash provided by (used in) financing activities | $197,739 | $(392,209) | [Note 5 – Acquisition of Fortress Cove](index=29&type=section&id=Note%205-%20Acquisition%20of%20Fortress%20Cove) On May 6, 2024, EUDA acquired Fortress Cove Limited, which owns CK Health Plus Sdn Bhd (CKHP), a Malaysian company focused on direct sales of holistic wellness consumer products. The acquisition was treated as an asset purchase for accounting purposes, with a consideration of $15.0 million in newly issued ordinary shares. An impairment loss of $14,762,562 was recorded on the acquired identifiable intangible assets, which include distribution contracts - EUDA acquired Fortress Cove Limited and its subsidiary CKHP on May 8, 2024, for an aggregate consideration of **8,571,429** newly issued ordinary shares, valued at **$15.0 million**[103](index=103&type=chunk)[109](index=109&type=chunk) - CKHP's principal activities include exclusive distribution rights for 'YOROYAL' brand collagens and bioenergy cabins in Malaysia, Vietnam, and Indonesia[103](index=103&type=chunk) - The acquisition was accounted for as an asset purchase under U.S. GAAP, not a business combination[104](index=104&type=chunk)[106](index=106&type=chunk) - An impairment loss of **$14,762,562** was recorded on the identifiable intangible assets (distribution contracts) related to the acquisition, resulting in no goodwill[106](index=106&type=chunk)[107](index=107&type=chunk) - Contingent consideration of up to **1,000,000** additional ordinary shares is tied to CKHP's net income milestones for FY2024 (**$2.0M**) and FY2025 (**$5.0M**), but its fair value was estimated at **$0** due to low probability[103](index=103&type=chunk)[109](index=109&type=chunk) [Note 6 – Accounts receivable, net](index=30&type=section&id=Note%206%20%E2%80%93%20Accounts%20receivable%2C%20net) This note details the Company's accounts receivable and the associated allowance for credit losses. As of June 30, 2024, net accounts receivable decreased compared to December 31, 2023, with a slight reduction in the allowance for credit losses Accounts Receivable, Net | Metric | June 30, 2024 ($) | December 31, 2023 ($) | | :------------------------ | :------------ | :---------------- | | Accounts receivable | $179,426 | $239,978 | | Allowance for credit losses | $(2,438) | $(2,504) | | **Total accounts receivable, net** | **$176,988** | **$237,474** | Movements of Allowance for Credit Losses | Metric | Six Months Ended June 30, 2024 ($) | Year Ended December 31, 2023 ($) | | :-------------------- | :----------------------------- | :--------------------------- | | Beginning balance | $2,504 | $0 | | Addition | $0 | $2,463 | | Exchange rate effect | $(66) | $41 | | **Ending balance** | **$2,438** | **$2,504** | [Note 7 – Other receivables](index=31&type=section&id=Note%207%20%E2%80%93%20Other%20receivables) Other receivables, primarily consisting of employee advances and other items, significantly increased as of June 30, 2024, compared to December 31, 2023 Other Receivables | Metric | June 30, 2024 ($) | December 31, 2023 ($) | | :------------------------ | :------------ | :---------------- | | Employee advance and others | $19,293 | $1,711 | [Note 8 – Property and equipment, net](index=31&type=section&id=Note%208%20%E2%80%93%20Property%20and%20equipment%2C%20net) The Company's net property and equipment increased as of June 30, 2024, primarily due to additions to office equipment, partially offset by accumulated depreciation. Depreciation expense for the six months ended June 30, 2024, was slightly lower than the prior year Property and Equipment, Net | Metric | June 30, 2024 ($) | December 31, 2023 ($) | | :------------------------ | :------------ | :---------------- | | Office equipment | $80,316 | $76,285 | | Leasehold improvement | $2,191 | $2,250 | | Subtotal | $82,507 | $78,535 | | Less: accumulated depreciation | $(72,547) | $(71,803) | | **Total** | **$9,960** | **$6,732** | - Depreciation expense for the six months ended June 30, 2024, was **$2,327**, compared to $2,574 for the same period in 2023[112](index=112&type=chunk) [Note 9 – Intangible assets, net](index=31&type=section&id=Note%209%20%E2%80%93%20Intangible%20assets%2C%20net) Intangible assets, net, significantly increased to $350,847 as of June 30, 2024, primarily due to the recognition of distribution rights and software. The period also saw the first amortization expense and a substantial impairment loss on intangible assets Intangible Assets, Net | Metric | June 30, 2024 ($) | December 31, 2023 ($) | | :------------------------ | :------------ | :---------------- | | Software | $18,654 | $0 | | Distribution rights | $337,828 | $0 | | Total intangible assets | $356,482 | $0 | | Less: accumulated amortization | $(5,635) | $0 | | **Total intangible assets, net** | **$350,847** | **$0** | - Amortization expense for the six months ended June 30, 2024, was **$5,631**, compared to $0 in the prior year period[113](index=113&type=chunk) - An impairment of intangible assets amounting to **$14,755,560** was recorded for the six months ended June 30, 2024, compared to $0 in the prior year period[113](index=113&type=chunk) [Note 10 – Forward Purchase Agreements](index=32&type=section&id=Note%2010%20%E2%80%93%20Forward%20Purchase%20Agreements) The Company entered into Prepaid Forward Agreements in November 2022, which were initially recognized as a prepaid forward purchase liability. These agreements were amended and settled on June 8, 2023, resulting in the issuance of 1,600,000 ordinary shares and a recognized loss on settlement of $2,635,816. As of June 30, 2024, and December 31, 2023, the liability balance was $0 - Prepaid Forward Agreements were entered into on November 9 and 13, 2022, with institutional investors for equity prepaid forward transactions[114](index=114&type=chunk) - The Company recognized a 'prepaid forward purchase liability' in accordance with ASC 480, initially measured at fair value and subsequently at fair value with changes recognized in earnings[119](index=119&type=chunk) - On June 8, 2023, the agreements were amended and accelerated, leading to the issuance of **1,600,000** ordinary shares to the sellers[121](index=121&type=chunk) - A **$2,635,816** loss on settlement of the Prepaid Forward Agreements was recognized for the six months ended June 30, 2023[121](index=121&type=chunk) - The prepaid forward purchase liability was **$0** as of June 30, 2024, and December 31, 2023[120](index=120&type=chunk) [Note 11 – Credit facilities](index=33&type=section&id=Note%2011%20%E2%80%93%20Credit%20facilities) This note details the Company's credit facilities, including short-term loans from private lenders and related parties, and convertible notes from third parties and related parties. Significant changes include new short-term loans from private lenders, a decrease in related party short-term loans due to conversions, and new convertible notes issued to both third parties and related parties, with some conversions into ordinary shares Short Term Loans – Private Lenders | Lender Name | Maturities | Interest Rate (%) | June 30, 2024 ($) | | :---------------------- | :--------------- | :------------ | :------------ | | FS Capital Ptd. Ltd. | Dec 31, 2024 | 12.0% | $73,719 | | Raleigh Investment | Jan 31, 2025 | 3.0% | $49,147 | | Xpress Capital Funding Pte Ltd | Aug 31, 2024 | 4.0% | $20,273 | | **Total** | | | **$143,139** | Short Term Loans – Related Parties | Lender Name | Maturities | Interest Rate (%) | June 30, 2024 ($) | December 31, 2023 ($) | | :-------------------- | :--------------- | :------------ | :------------ | :---------------- | | Meng Dong (James) Tan | Dec 31, 2023 | 8.0% | $0 | $23,634 | | Alfred Lim | Dec 31, 2024 | 8.0% | $143,255 | $138,119 | | 8i Enterprises Pte. Ltd | Dec 31, 2023 | 8.0% | $0 | $597,689 | | **Total** | | | **$143,255** | **$759,442** | Convertible Notes – Third Parties | Lender Name | Maturities | Interest Rate (%) | June 30, 2024 ($) | December 31, 2023 ($) | | :-------------------- | :--------------- | :------------ | :------------ | :---------------- | | Maxim Group LLC | July 31, 2024 | 0.0% | $2,113,125 | $2,113,125 | | Loeb & Loeb LLP | Nov 17, 2023 | 0.0% | $0 | $300,000 | | Madam Chong Ah Kaw | Jan 25, 2025 | 6.0% | $25,437 | $0 | | Rosli Bin Abd Latif | Jan 25, 2025 | 6.0% | $2,120 | $0 | | **Total** | | | **$2,140,682** | **$2,413,125** | Convertible Notes – Related Parties | Lender Name | Maturities | Interest Rate (%) | June 30, 2024 ($) | December 31, 2023 ($) | | :-------------------- | :--------------- | :------------ | :------------ | :---------------- | | 8i Holdings 2 Ptd Ltd | Mar 15, 2025 | 0.0% | $22,373 | $0 | | Meng Dong ("James") Tan | Mar 14, 2025 | 0.0% | $24,004 | $0 | | **Total** | | | **$46,377** | **$0** | Movement of Convertible Notes | Metric | Third Parties ($) | Related Parties ($) | | :------------------------------ | :------------ | :-------------- | | December 31, 2023 balance | $2,413,125 | $0 | | Issuance of the convertible notes | $1,500,000 | $935,377 | | Acquired from Fortress Cove Acquisition | $27,557 | $0 | | Repayments | $(300,000) | $0 | | Conversion | $(1,500,000) | $(889,000) | | **June 30, 2024 balance (unaudited)** | **$2,140,682** | **$46,377** | [Note 12 – Other payables and accrued liabilities](index=37&type=section&id=Note%2012%20%E2%80%93%20Other%20payables%20and%20accrued%20liabilities) Other payables and accrued liabilities increased to $1,959,302 as of June 30, 2024, from $1,887,412 at December 31, 2023. This increase was primarily driven by higher accrued expenses and the introduction of a new 'Other payable' balance, partially offset by decreases in accrued payroll and accrued interests Other Payables and Accrued Liabilities | Metric | June 30, 2024 ($) | December 31, 2023 ($) | | :-------------------------------- | :------------ | :---------------- | | Accrued expenses | $968,062 | $823,345 | | Accrued payroll | $640,572 | $811,680 | | Accrued interests | $154,810 | $249,867 | | Other payable (8i Asia) | $173,768 | $0 | | Others | $22,090 | $2,520 | | **Total other payables and accrued liabilities** | **$1,959,302** | **$1,887,412** | - Accrued expenses increased by **$144,717**, representing amounts due to third-party service providers[131](index=131&type=chunk)[132](index=132&type=chunk) - Accrued payroll decreased by **$171,108**[131](index=131&type=chunk) - A new 'Other payable' of **$173,768** was recorded, representing a balance payable to 8i Asia, for which CKHP acts as an escrow agent[131](index=131&type=chunk)[134](index=134&type=chunk) [Note 13 – Related party balances and transactions](index=38&type=section&id=Note%2013%20%E2%80%93%20Related%20party%20balances%20and%20transactions) This note details the Company's financial interactions with related parties, including an increase in other receivables from a related party and a decrease in other payables to related parties. It also references short-term loans and convertible notes with related parties, and highlights the acquisition of Fortress Cove, which involved a significant shareholder of EUDA Other Receivable – Related Party | Name of Related Party | Relationship | Nature | June 30, 2024 ($) | December 31, 2023 ($) | | :-------------------- | :------------- | :------------- | :------------ | :---------------- | | Alex Lai Kum Weng | Director of CKHP | Employee advance | $20,557 | $0 | Other Payables – Related Parties | Name of Related Party | Relationship | June 30, 2024 ($) | December 31, 2023 ($) | | :-------------------- | :------------- | :------------ | :---------------- | | Kelvin Chen | CEO, Director, Shareholder | $166,104 | $2,779 | | Kent Ridge Health Pte Ltd | Shareholders also shareholders of Company | $395,779 | $547,214 | | UG Digital Sdn Bhd | Subsidiary (40% owned) | $0 | $11,502 | | James Tan | Shareholder | $2,181 | $0 | | Chong Yew Yen | Director of CKHP, Shareholder | $230 | $0 | | 8i Enterprises Pte Ltd | Shareholders also shareholders of Company | $14,822 | $135,000 | | **Total** | | **$579,116** | **$696,495** | - The acquisition of Fortress Cove and its subsidiary CKHP on May 8, 2024, involved Meng Dong (James) Tan, a significant shareholder of EUDA who held more than **25%** of EUDA's ordinary shares and was a **40%** shareholder of Fortress Cove[141](index=141&type=chunk) [Note 14 – Shareholders' equity](index=40&type=section&id=Note%2014%20%E2%80%93%20Shareholders'%20equity) This note details the changes in shareholders' equity, including the issuance of ordinary shares through private placements, conversion of debts and convertible notes, settlement of prepaid forward contracts, and shares issued for asset acquisition. It also provides information on outstanding warrants and earnout shares, outlining their terms and valuation - The Company is authorized to issue unlimited ordinary shares of no par value, with holders entitled to one vote per share[142](index=142&type=chunk) - In June 2024, the Company issued **50,000** ordinary shares for **$50,000** in a private placement[146](index=146&type=chunk) - For the six months ended June 30, 2024, the Company issued **995,362** restricted ordinary shares for debt settlements, resulting in a **$448,000** loss on debt settlements[151](index=151&type=chunk)[153](index=153&type=chunk) - The Company issued **1,500,000** ordinary shares upon conversion of convertible notes during the six months ended June 30, 2024[154](index=154&type=chunk)[155](index=155&type=chunk) - **8,571,429** ordinary shares, valued at **$15.0 million**, were issued in May 2024 for the acquisition of Fortress Cove[157](index=157&type=chunk) - As of June 30, 2024, the Company had **8,917,250** warrants outstanding (**8,625,000** Public Warrants and **292,250** Private Warrants), each entitling the holder to purchase one-half share at **$11.50** per share[160](index=160&type=chunk) - **4,000,000** Earnout Shares are subject to four triggering events related to share price and financial metrics, with the fair value for Triggering Event 1 and 2 estimated at **$1,926,610** and **$3,273,019**, respectively[165](index=165&type=chunk)[166](index=166&type=chunk) [Note 15 – Income taxes](index=44&type=section&id=Note%2015%20%E2%80%93%20Income%20taxes) This note outlines the Company's income tax situation across its operating jurisdictions (British Virgin Islands, Singapore, and Malaysia), detailing applicable tax rates, components of loss before income taxes, and the provision for income taxes. It also addresses deferred tax assets and liabilities, net operating loss carryforwards, and uncertain tax positions, noting a 100% valuation allowance on deferred tax assets due to uncertainty of utilization - The Company's subsidiaries are subject to tax in Singapore (**17%** rate) and Malaysia (**24%** rate), while BVI entities are not subject to income or capital gains tax[168](index=168&type=chunk)[170](index=170&type=chunk)[171](index=171&type=chunk) Loss Before Income Taxes by Component | Component | Six Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2023 ($) | | :---------- | :----------------------------- | :----------------------------- | | Singapore | $(667,572) | $(655,579) | | Foreign | $(16,081,681) | $(6,524,186) | | **Total loss before income taxes** | **$(16,749,253)** | **$(7,189,765)** | Provision (Benefit) for Income Taxes | Component | Six Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2023 ($) | | :---------- | :----------------------------- | :----------------------------- | | Current | $0 | $0 | | Deferred | $(979) | $0 | | **Provision (benefit) for income taxes** | **$(979)** | **$0** | - As of June 30, 2024, the Company had net operating losses carry forward of approximately **$3.8 million**, with a **100%** valuation allowance on related deferred tax assets due to uncertainty of utilization[173](index=173&type=chunk) Taxes Payable | Metric | June 30, 2024 ($) | December 31, 2023 ($) | | :---------------- | :------------ | :---------------- | | GST taxes payable | $218,019 | $192,956 | | Income taxes payable | $2,822 | $15,699 | | **Totals** | **$220,841** | **$208,655** | [Note 16 – Concentrations risks](index=46&type=section&id=Note%2016%20%E2%80%93%20Concentrations%20risks) This note addresses the Company's concentration risks related to customers, vendors, and credit risk. While no single customer or vendor accounted for 10% or more of total revenues or purchases, there are concentrations in accounts receivable and payables. The Company also faces credit risk from cash balances held in banks, with portions exceeding insured limits in Singapore and Malaysia - For the six months ended June 30, 2024 and 2023, no single customer accounted for **10%** or more of total revenues[175](index=175&type=chunk) - As of June 30, 2024, three customers accounted for **23.7%**, **23.7%**, and **16.6%** of total accounts receivable[175](index=175&type=chunk) - No single vendor accounted for **10%** or more of total purchases for the six months ended June 30, 2024 and 2023[176](index=176&type=chunk) - As of June 30, 2024, **$0** of cash in Singapore banks and **$92,336** of cash in Malaysia banks were subject to credit risk, exceeding insured limits[177](index=177&type=chunk) [Note 17 – Leases](index=47&type=section&id=Note%2017%20%E2%80%93%20Leases) The Company has both operating and finance leases for offices and office equipment, respectively. Lease expenses for both types increased for the six months ended June 30, 2024, compared to the prior year. The note provides details on weighted-average remaining terms, discount rates, and future minimum lease payments - As of June 30, 2024, the Company has three operating leases for offices and two finance leases for office equipment[179](index=179&type=chunk) Operating and Finance Lease Expenses | Expense Type | Six Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2023 ($) | | :-------------------------- | :----------------------------- | :----------------------------- | | Operating lease expenses | $73,811 | $35,024 | | Amortization of leased asset (Finance) | $3,561 | $4,729 | | Interest on lease liabilities (Finance) | $1,478 | $1,267 | | **Total lease expenses** | **$78,850** | **$41,020** | Weighted-Average Remaining Term and Discount Rate | Metric | June 30, 2024 | December 31, 2023 | | :-------------------------- | :------------ | :---------------- | | Weighted-average remaining term (Operating lease) (years) | 1.17 | 1.29 | | Weighted-average remaining term (Finance leases) (years) | 3.92 | 4.42 | | Weighted-average discount rate (Operating lease) (%) | 7.12% | 7.35% | | Weighted-average discount rate (Finance leases) (%) | 9.60% | 9.60% | Minimum Lease Payments as of June 30, 2024 | Period | Operating Lease Payments ($) | Finance Lease Payments ($) | Total ($) | | :-------------------------- | :----------------------- | :--------------------- | :------ | | Twelve months ending June 30, 2025 | $211,333 | $6,489 | $217,822 | | Twelve months ending June 30, 2026 | $52,231 | $7,959 | $60,190 | | Twelve months ending June 30, 2027 | $0 | $7,959 | $7,959 | | Twelve months ending June 30, 2028 | $0 | $14,584 | $14,584 | | **Total lease payments** | **$263,564** | **$36,991** | **$300,555** | | Less: discount | $(11,131) | $(7,258) | $(18,389) | | **Present value of lease liabilities** | **$252,433** | **$29,733** | **$282,166** | [Note 18 – Commitments and contingencies](index=48&type=section&id=Note%2018%20%E2%80%93%20Commitments%20and%20contingencies) The Company is involved in certain legal proceedings and claims, including ongoing disagreements among directors and former directors regarding appointments and removals, which the Board has deemed prima facie invalid. Additionally, the Company filed a claim against a former director for unlawfully obstructing access to client and clinic management systems, a case that is ongoing. The Company does not expect these matters to have a material adverse effect on its business or financial condition - Disagreements exist between directors and former directors concerning the legitimacy of appointments, removals, and shareholder resolutions[187](index=187&type=chunk) - The Board determined that certain resolutions were prima facie invalid and does not expect these legal challenges to have a material adverse effect[188](index=188&type=chunk) - The Company filed a claim in July 2023 against Mr. Capes and another defendant for unlawfully obstructing access to KRHSG's systems, which is ongoing[189](index=189&type=chunk) [Note 19 – Subsequent events](index=49&type=section&id=Note%2019%20%E2%80%93%20Subsequent%20events) Events occurring after June 30, 2024, include a promissory note agreement between CKHP and 8i Asia for an extended repayment period, the commencement of CKHP's direct sales operations for wellness products, and the disposal of 100% equity interest in Zukiheath to an executive director - On August 19, 2024, CKHP and 8i Asia entered into a promissory note agreement, granting CKHP an extended repayment period until December 31, 2024, for outstanding Purchase Consideration with **0%** interest[192](index=192&type=chunk) - In August 2024, CKHP commenced its operations in the direct sales business of wellness products, therapies, and services[192](index=192&type=chunk) - On August 16, the Company disposed of its **100%** equity interest in Zukiheath to Alfred Lim, an executive director, for no consideration[193](index=193&type=chunk)

Exhibit 99.1 FORTRESS COVE LIMITED INDEX OF FINANCIAL STATEMENTS | Financial Statements | | | --- | --- | | Report of Independent Registered Public Accounting Firm | F-2 | | Consolidated Balance Sheet as of December 31, 2023 | F-3 | | Consolidated Statement of Operations and Comprehensive Loss for the Period from November 2, 2023 (Inception) | | | through December 31, 2023 | F-4 | | Consolidated Statement of Changes in Shareholders' Deficit for the Period from November 2, 2023 (Inception) through | | | Dece ...

Financial Performance - The company reported a net loss of approximately $8.5 million for the year ended December 31, 2023, compared to a net loss of $25.0 million for 2022[31]. - Revenue for the year ended December 31, 2023, decreased by approximately $58,000 or 1.5%, to approximately $3.7 million compared to $3.8 million in 2022[224]. - Gross profit for 2023 was $842,075, a decrease of $27,924 or 3.2% from $869,999 in 2022[223]. - Loss from operations improved to $(3,961,054) in 2023, a reduction of $8,258,203 or 67.6% compared to $(12,219,257) in 2022[223]. - Net loss for 2023 was $(10,036,104), a decrease of $14,913,142 or 59.8% from $(24,949,246) in 2022[223]. - General and administrative expenses decreased by $1,545,479 or 26.6% to $4,269,567 in 2023 from $5,815,046 in 2022[223]. - Other expense, net improved to $(4,473,727) in 2023, a decrease of $8,335,710 or 65.1% from $(12,809,437) in 2022[223]. - The company recorded no earnout share payment in 2023, a decrease of 100% from $5,199,629 in 2022[223]. - The company reported no impairment loss of long-lived assets in 2023, a decrease of 100% from $1,139,016 in 2022[223]. Operational Changes - The company streamlined its medical service operations by closing clinics in September 2023 due to lower demand in the post-Covid-19 era, which significantly impacted financial results[29]. - In September 2023, EUDA streamlined its medical service operations by closing clinics to reduce overhead costs, while actively seeking new investments and medical licenses for future healthcare services[80]. - The company is actively seeking new investments and medical licenses to acquire or develop other healthcare services following the streamlining of certain medical-related business units[215]. Funding and Capital Structure - The company raised an aggregate of $790,000 from the sale of 790,000 shares at $1.00 per share between May and July 2023[36]. - The company may face significant dilution of existing shareholders if additional funds are raised through equity or convertible debt securities[38]. - The company has experienced recurring losses and negative cash flows from operations since 2020, indicating a need for additional funding to support expansion plans[31]. Market and Competitive Landscape - EUDA faces significant competition in the digital healthcare market, which may impact its ability to maintain market share and profitability[63]. - The digital health industry is still evolving, and EUDA's growth may be adversely affected if market demand does not develop as expected[52]. - EUDA's revenue is significantly reliant on corporate clients in Singapore, with a high concentration risk that could affect growth if key clients are lost[56]. - EUDA's business model relies heavily on client acquisition costs, which may not be recoverable if client relationships are not maintained, potentially impacting financial results adversely[51]. Technology and Innovation - EUDA's platform integrates AI and ML to enhance healthcare services, providing real-time analytics and predictive analysis for better patient outcomes[126]. - The platform leverages AI and ML capabilities to improve patient outcomes, utilizing a database of at least 1,000 common diagnostic patterns[180]. - The company is investing in AI technology to improve patient engagement and care coordination[169]. Regulatory and Compliance Risks - Material weaknesses in internal control over financial reporting were identified, raising concerns about the reliability of financial statements[32]. - The uncertain regulatory environment may require EUDA to modify its offerings, potentially leading to revenue declines and operational challenges[112]. - EUDA's digital health offerings are subject to evolving government regulations, which may require compliance changes that could increase operational costs[113]. Client and Market Strategy - EUDA's marketing efforts significantly depend on positive references from existing clients; loss of long-term clients could harm the Company's reputation and revenue[86]. - Maintaining brand awareness is critical for EUDA's growth, and failure to do so could adversely impact the Company's operational and financial performance[83]. - EUDA's growth strategy depends on establishing and maintaining relationships with third-party providers, which is critical for service delivery[70]. International Expansion - The company aims to expand its operations across Southeast Asia, focusing on providing personalized healthcare through its proprietary platform[124]. - EUDA plans to expand its presence in Southeast Asia, targeting underdeveloped health and wellness verticals to capture market share[178]. - The company intends to expand internationally, exploring joint offerings and strategic acquisitions in Southeast Asia[168]. Human Resources - The company had 106 full-time employees as of December 31, 2023, with no labor relations issues reported[196]. - The management team has limited experience managing a public company, which could adversely affect the company's operations and financial condition[39]. - The company’s management team possesses extensive experience in property management, which is crucial for delivering superior products and services[218].

Singapore, May 08, 2024 (GLOBE NEWSWIRE) -- EUDA Health Holdings Limited ("EUDA" or the "Company") (NASDAQ:EUDA), a Singapore-based health technology company that operates a first-of-its-kind Southeast Asian digital healthcare ecosystem, proudly announces the successful completion of its acquisition of CK Health Plus Sdn Bhd ("CK Health") today. This strategic move marks an expansion of EUDA's presence in Malaysia and underscores its commitment to revolutionizing the healthcare landscape in the region. CK H ...

SINGAPORE, May 06, 2024 (GLOBE NEWSWIRE) -- EUDA Health Holdings Limited ("EUDA" or the "Company") (NASDAQ:EUDA), a Singapore-based health technology company that operates a first-of-its-kind Southeast Asian digital healthcare ecosystem, today announced that it will acquire CK Health Plus Sdn Bhd ("CK Health"), a direct seller of holistic wellness consumer products in Malaysia. Under the terms of the acquisition agreement, EUDA has agreed to acquire the entire issued capital of CK Health for an aggregate sh ...

Revenue Performance - Total revenues decreased by approximately $1.0 million, or 36.3%, to approximately $1.7 million for the three months ended March 31, 2023, compared to approximately $2.7 million for the same period in 2022[194]. - Revenues from medical services decreased by approximately $0.8 million, or 49.2%, to approximately $0.8 million for the three months ended March 31, 2023, from approximately $1.6 million for the same period in 2022[196]. - Revenues from property management services decreased by approximately $0.2 million, or 17.7%, to approximately $0.9 million for the three months ended March 31, 2023, compared to approximately $1.1 million for the same period in 2022[199]. - The total cost of revenues decreased by approximately $0.1 million, or 7.2%, to approximately $1.3 million for the three months ended March 31, 2023, from approximately $1.4 million for the same period in 2022[201]. Profitability and Loss - Gross profit for the three months ended March 31, 2023, was approximately $403,598, a decrease of 68.3% compared to $1,271,246 for the same period in 2022[193]. - Gross profit decreased by approximately $0.9 million, or 68.3%, to approximately $0.4 million for the three months ended March 31, 2023, from approximately $1.3 million for the same period in 2022[204]. - The gross profit percentage for medical services decreased to 23.3% for the three months ended March 31, 2023, from 64.5% for the same period in 2022, a decrease of 41.2%[206]. - Net loss attributable to EUDA was approximately $2,414,645 for the three months ended March 31, 2023, compared to a net income of $222,585 for the same period in 2022, representing a change of 1,184.8%[193]. - The net loss was approximately $2.4 million for the three months ended March 31, 2023, compared to a net income of approximately $0.2 million for the same period in 2022[216]. Expenses - General and administrative expenses increased by 139.5% to approximately $1,975,607 for the three months ended March 31, 2023, compared to $824,896 for the same period in 2022[193]. - Operating expenses increased by approximately $1.2 million, or 99.0%, to approximately $2.4 million for the three months ended March 31, 2023, from approximately $1.2 million for the same period in 2022[208]. Client and Service Usage - The average usage of specialty care services per corporate client decreased from approximately $3,700 for the three months ended March 31, 2022, to approximately $2,140 for the same period in 2023[196]. - The number of corporate clients decreased from approximately 400 for the three months ended March 31, 2022, to approximately 370 for the same period in 2023 due to increased market competition[197]. Financial Position - As of March 31, 2023, the company had negative working capital of approximately $6.5 million and cash of approximately $0.8 million[217]. - As of March 31, 2023, total contractual obligations amounted to $6,036,273, with short-term loans and other payables being significant components[232]. - The fair value of prepaid forward purchase liabilities increased to $20,853,545 as of March 31, 2023, from $20,321,053 as of December 31, 2022[243]. Cash Flow - For the three months ended March 31, 2023, net cash used in operating activities was approximately $0.5 million, compared to $0.3 million for the same period in 2022, indicating an increase in cash outflow[226][227]. - Net cash provided by financing activities was approximately $0.5 million for the three months ended March 31, 2023, up from $0.3 million in the same period in 2022[229][230]. - The company did not incur any cash flow from investing activities for the three months ended March 31, 2023, compared to a cash outflow of approximately $29,000 in the same period in 2022[228]. Strategic Initiatives - The company aims to expand its operations across Southeast Asia, leveraging its proprietary platform for healthcare services[176]. - The company has invested in AI technology to enhance patient engagement and improve care coordination[191]. - The business combination with EUDA Health Limited was completed on November 17, 2022, resulting in EUDA becoming a wholly owned subsidiary[186]. Financing and Capital Structure - The company is in active discussions regarding a potential financing transaction through the issuance of convertible notes, aiming for completion in the fourth quarter of 2023 to improve liquidity[219]. - The company issued and sold 940,000 ordinary shares at $1.00 per share, raising a total of $940,000 in a private placement[221]. Tax and Accounting - The company recognizes uncertain tax positions as benefits only if they are "more likely than not" to be sustained in a tax examination[250]. - Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion will not be utilized[249]. - Current income taxes are provided in accordance with the laws of relevant tax authorities[249]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from various reporting requirements[235]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[252]. - Recent accounting standards are discussed in Note 3 of the unaudited condensed consolidated financial statements[251].

Compliance and Financial Health - The company is currently not in compliance with Nasdaq's continued listing standards, which may lead to potential delisting of its ordinary shares [106]. - As of December 31, 2022, the company reported a negative working capital deficit of approximately $4.1 million and cash and restricted cash of approximately $0.8 million [112]. - The company has experienced recurring losses from operations and negative cash flows from operating activities since 2020 [112]. - The company may require additional funding through debt or equity securities, which may not be available on acceptable terms [118]. - The company has incurred significant costs related to legal, accounting, and other expenses as a result of operating as a public company [124]. Management and Governance - The company has identified material weaknesses in its internal control over financial reporting, which could adversely affect its business [113]. - The management team has limited experience managing a publicly traded company, which could impact compliance with reporting obligations [120]. - Four former independent directors left the company's Board between January and May 2023, raising concerns about retention of key personnel [121]. Market and Competitive Landscape - The company faces significant competition in the digital healthcare market, which could impact its ability to maintain market share and profitability [145]. - EUDA's growth relies on strategic relationships with third parties, which require significant time and resources to establish [149]. - The digital health industry is still evolving, and EUDA's growth depends on the adoption and utilization of its services by clients and their members [135]. Client Relationships and Revenue - EUDA relies heavily on corporate clients in Singapore, which poses a concentration risk that could significantly impact revenue if key clients are lost [139]. - EUDA's revenue is directly proportional to the number of individuals covered by corporate clients, making retention and acquisition of clients critical for future revenue [141]. - Client dissatisfaction due to inadequate support services could lead to contract non-renewals or terminations, impacting revenue growth [174]. - EUDA's marketing efforts are heavily reliant on positive references from existing clients, and dissatisfaction could harm brand reputation and client acquisition [167]. Operational Risks and Challenges - The company currently employs about 10% of physicians and primary care specialists directly, with plans to expand this strategy [161]. - EUDA's business model requires substantial upfront investment in client acquisition, and failure to maintain these relationships could adversely affect financial performance [134]. - The company's ability to innovate and develop new services is critical for revenue growth, and failure to do so could materially affect operating results [162]. - EUDA's sales cycle is long and unpredictable, with significant upfront investments required for client acquisition, which may not guarantee widespread deployment of solutions [171]. Regulatory and Compliance Risks - EUDA's digital health offerings are subject to medical council oversight, and any regulatory changes could impact the ability to provide services [190]. - Compliance with evolving government regulations in the digital health industry may result in increased operational costs and affect the company's financial results [194]. - The company may incur additional costs to comply with new laws and regulations, which could delay product offerings and adversely affect business performance [196]. Data Security and Cybersecurity - Security measures are critical for protecting sensitive client data; failures could lead to significant liabilities and reputational harm [199]. - Cyber threats are evolving, requiring EUDA to allocate additional resources for enhancing information security measures [200]. - Breaches of security measures could result in unauthorized access to sensitive data, damaging client confidence and leading to potential litigation [201]. - EUDA may find its insurance coverage for cybersecurity inadequate or unavailable, impacting its financial condition [202]. Financial Risks - The company is exposed to interest rate risk due to short-term loans, which are subject to renewal and interest rate changes [307]. - Credit risk is managed through in-house research and monitoring of customer financial positions and industry exposures [308]. - Liquidity risk is controlled through financial position analysis, with the company seeking short-term funding when necessary [309].