[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].